Baird Investment Banking Pitch Book

PROPOSED TRANSACTION SUMMARY ($ in millions, except per unit values) Transaction Overview AMGP is proposing to acquire AM in a simplification transaction According to the terms of the Simplification Agreement dated October 5, 2018: Each AM Common Unit held by AR shall be converted into the right to receive (i) 1.6023 shares of AMGP Common Stock, plus (ii) $3.00 in cash Sources & Uses (¹) Uses AR take-out value All-in AM Public Holders take-out value Series B take-out value Transaction fees New senior notes fees and expenses Repay revolving credit facility Total Uses AMGP Common Stock New AM High Yield Issuance Total Sources Baird has been requested to provide an opinion as to the fairness, from a financial point of view, to the unaffiliated stockholders of AR of the consideration to be received by AR in the Transaction Sources Each AM Common Unit held outside of AR shall be converted into the right to receive (i) 1.635 shares of AMGP Common Stock, plus (ii) $3.00 in cash, plus (iii) a $0.415 special dividend $3,071 2,859 304 24 8 17 $6,282 $5,632 650 $6,282 (1) Equity values based on AMGP closing share price as of October 5, 2018. (2) Excludes AMGP Common Stock consideration to Series B holders. Consideration to AR AMGP Share Price Equity Exchange Ratio Implied AM Unit Price Cash Consideration per Common Unit Acquisition Unit Price AR-Owned AM Common Units (mm) Total AR Take-Out Value Transaction Metrics Preliminan. Draft Total Consideration Total AMGP Common Stock consideration Total cash consideration (3) Net debt assumed Total Enterprise Value (2) $17.51 1.6023x $28.06 $3.00 $31.06 98.9 $3,071 $5,328 564 1,400 $7,293 BAIRD EV/2018E Adj. EBITDA EV/2019E Adj. EBITDA (3) Excludes special dividend and estimated transaction fees. (4) Adj. EBITDA represents projected EBITDA less projected IDR distributions to sponsor. Implied Multiples (4) 12.5x 9.7x Project Bronco | Page 13

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