Baird Investment Banking Pitch Book slide image

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 Page 5
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