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 15View entire presentation