Baird Investment Banking Pitch Book slide image

Baird Investment Banking Pitch Book

PROPOSED TRANSACTION MECHANICS ($ in millions, unless otherwise noted) AMGP Share Price Equity Exchange Ratio Implied AM Unit Price Take-Out Economics AR Take-Out Cash Consideration per Common Unit Acquisition Unit Price AR-Owned AM Common Units (mm) Total AR Take-Out Value AM Public Take-Out AMGP Share Price Equity Exchange Ratio Implied AM Common Unit Price Cash Consideration per Common Unit Acquisition Unit Price Fully Diluted AM Public Units (mm) Total AM Public Take-Out Value Special Dividend per Common Unit Total All-In Value AM Equity Value % Debt Funded Series B Take-Out AMGP Share Price New AMGP Corp Shares Issued to Series B (mm) Total Series B Take-Out Value Overall Transaction Mechanics Assumed Net Debt New Debt Issuance (cash) (*) New AMGP Shares Issued Issued to AR (49%) Issued to AM Public (45%) Issued to Series B (5%) Source: AR, AM and AMGP SEC filings. Reflects market data as of October 5, 2018. (1) Excludes special dividend and estimated transaction fees. (2) Assumes all AM Public Holders take $3.00/ unit in cash. $17.51 1.6023x $28.06 $3.00 $31.06 98.9 $3,071 $17.51 1.6350x $28.63 $3.00 $31.63 89.2 $2,822 $0.415 $2,859 $17.51 17.4 $304 $5,893 9.6% $1,400 $564 321.7 158.4 145.9 17.4 Market Cap Enterprise Value (3) 7 Pro Forma Market Cap & Enterprise Value AM AMGP AMGP Corp $5,562 $3,261 $6,963 $3,255 Pro Forma Structure & Ownership (²) AM - Public Holders AMGP - Public Holders AR Sponsors / Management Series B Holders Public 73% Interest Antero 27% Interest Preliminan. Draft 158.4 mm shares 31% Interest (2) Current Holdings AM AMGP 47% Sponsors/ Management (3) Includes debt outstanding per most recently disclosed June 30, 2018 10-Q Pro forma debt adjusted for cash consideration to be paid. 53% 0% 95.9 mm shares 19% Interest Antero Midstream Corp. 49% 51% 236.2 mm shares 47% Interest (2) BAIRD 17.4 mm shares 3% Interest $8,893 $10,938 Pro Forma AMGP Corp 29% 18% 31% 19% 3% Public Series B Holders Project Bronco | Page 15
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