Evercore Investment Banking Pitch Book
Executive Summary
Introduction
Evercore Group L.L.C. ("Evercore") is pleased to provide the following materials to the Conflicts Committee (the "Conflicts
Committee") of the Board of Directors of Sisecam Resource Partners LLC (the "Partnership GP"), the general partner of Sisecam
Resources LP ("SIRE" or the "Partnership"), regarding Sisecam Chemicals Resources LLC's ("Sisecam Chemicals" or "SCR")
proposal to acquire all the outstanding common units representing limited partner interests in the Partnership (each, a "Common
Unit")
Pursuant to the Agreement and Plan of Merger, dated as of the date hereof (the "Agreement"), among the Partnership, the
Partnership GP, Sisecam Chemicals Wyoming LLC ("Parent"), and Sisecam Chemicals Newco LLC, an indirect wholly-
owned subsidiary of Parent ("Merger Sub"), Merger Sub will merge with and into the Partnership, with the Partnership
surviving and continuing to exist as a Delaware limited partnership and a wholly-owned subsidiary of Parent (the
"Transaction")
As a result of the Transaction, each outstanding Common Unit, other than the Common Units owned by Parent and its
permitted transferees will be converted into a right to receive $25.00 in cash, without interest (the "Consideration"), per
issued and outstanding Common Unit
Parent is a wholly-owned subsidiary of Sisecam Chemicals that currently owns:
14,551,000 Common Units (72% limited partner interest in the Partnership)
The Partnership GP, which owns a 2.0% general partner interest in the Partnership
Holders of Common Units other than the Partnership GP, Parent, Merger Sub and their respective affiliates are referred to
as the "Unaffiliated Unitholders"
On July 5, 2022, Sisecam Chemicals proposed to acquire each outstanding Common Unit owned by the Unaffiliated Unitholders
for $17.90 per Common Unit in cash (the "Initial Proposal")
On January 31, 2023, Sisecam Chemicals and the Conflicts Committee reached a tentative agreement whereby Sisecam
Chemicals will acquire each outstanding Common Unit owned by the Unaffiliated Unitholders at $25.00 per Common Unit in cash
with quarterly distributions to be paid through and until the closing date on a pro rata basis (the "Consideration")
The Consideration represents a 39.3% premium to SIRE's closing Common Unit price of $17.95 as of July 5, 2022, the last
unaffected trading date before public announcement of the Initial Proposal
The Consideration represents a 39.9% premium to SIRE's 30-day volume weighted average price ("VWAP") as of July 5,
2022 of $17.87
EVERCORE
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