Baird Investment Banking Pitch Book
SERIES B EXCHANGE PROPOSAL SUMMARY
Series B Exchange Proposal Summary
Existing Security
Current Issued
Exchange
Consideration
Effective Date
Distribution
Rights
Arrearages
Voting Rights
Vesting &
Transferability
Subordination
Conditions
Series B Units, as defined in the LLC Agreement of IDR Holdings
98,600 Series B Units
Fixed at 18.5 million AMGP common shares in a taxable transaction
Date of the closing of a merger of AMGP and AM
■ Same as other holders of AMGP common shares
Same as other holders of AMGP common shares
Treliminar Draft
■ Immediate payment in cash upon vesting to holders of the Series B Units of the unvested reallocated
distribution amount (note, needs further clarification)
■ Fully vested with customary registration rights
■ No transfer restrictions (excluding standard trading restrictions for insiders)
None
*****
BAIRD
■ Exchange of Series B Units into AMGP common shares conditioned on closing of a merger of AMGP and AM
All Series B Units exchanged
Project Bronco
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