Evercore Investment Banking Pitch Book slide image

Evercore Investment Banking Pitch Book

Executive Summary Evercore Evaluation Process Opinion Requested: Confidential - Preliminary and Subject to Change Evercore has been asked by the Conflicts Committee, whether, in Evercore's opinion, the Consideration to be received by the Unaffiliated Unitholders in the Transaction is fair, from a financial point of view, to the Unaffiliated Unitholders In connection with rendering an opinion, Evercore has, among other things: Reviewed certain publicly available business and financial information relating to the Partnership that we deemed to be relevant, including: the Annual Report on Form 10-K for the year ended December 31, 2021; the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022; and certain Current Reports on Form 8-K, in each case as filed with or furnished to the U.S. Securities and Exchange Commission by the Partnership since January 1, 2022 Reviewed certain non-public projected financial and operating data and assumptions relating to the Partnership prepared and furnished to us by management of the Partnership, as approved for our use by the Partnership (the "SIRE Financial Projections") Discussed with management of the Partnership their assessment of the past and current operations of the Partnership, the current financial condition and prospects of the Partnership, and the SIRE Financial Projections (including management's views of the risks and uncertainties of achieving such projections) Reviewed the reported prices and the historical trading activity of the Common Units At the request of the Conflicts Committee, prepared and reviewed a sensitivity case (the "Sensitivity Case") with respect to the projected financial and operating data and assumptions relating to the Partnership that we deemed relevant, including sensitivities related to pricing and operating expenses based on discussions with management of the Partnership Performed discounted cash flow analyses on the Partnership based on the SIRE Financial Projections and the Sensitivity Case Compared the financial performance of the Partnership and its stock market trading multiples with those of certain other publicly traded companies and partnerships that we deemed relevant Compared the financial performance of the Partnership and the valuation multiples relating to the Transaction with the financial terms, to the extent publicly available, of certain other transactions that we deemed relevant Performed discounted distribution analyses on the Partnership based on the SIRE Financial Projections and the Sensitivity Case EVERCORE Reviewed a draft of the Agreement marked as the "Agreed Form" Performed such other analyses and examinations, held such other discussions, reviewed such other information and considered such other factors that we deemed appropriate for the purpose of providing the opinion contained herein 2 ŞİŞECAM
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