Baird Investment Banking Pitch Book
SERIES B UNITS - SUMMARY OF KEY TERMS
Continued
Mandatory
Exchange
Change of
Control
Confidential
AMGP will have the right to cause each Series B unit to be exchanged for common shares in AMGP upon the
earliest of:
December 31, 2026
Change of control transaction
Liquidation of IDR LLC
BAIRD
The Series B units will vest upon a change of control, defined as the occurrence of any of the following events
Any merger or other business combination involving IDR Holdings or the general partner of AMGP in
which a majority of the outstanding Series A Units of IDR LLC or the general partner of AMGP's common
units are exchanged for or converted into cash, securities of a corporation or other business organization
or other property;
A sale or other disposition of all or a material portion of the assets or membership interests of IDR LLC;
A sale or other disposition of all or substantially all of the assets of the general partner of AMGP
followed by a liquidation of the general partner or a distribution to the members of the general partner
of all or substantially all of the net proceeds of such disposition; or
The sale of all of the outstanding common units of the general partner of AMGP in a single transaction or
series of related transactions.
Note: An AMGP acquisition of AM does not trigger a change of control
Project Bronco
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