Evercore Investment Banking Pitch Book
Executive Summary
Transaction Economics at Various Values
SIRE Common Unit Price
SIRE Units Outstanding¹
Total Equity Value - SIRE²
Noncontrolling Interest²
Total Equity Value - Sisecam Wyoming
Plus: Net Debt as of December 31, 2022
Consolidated Enterprise Value
Premium to Unaffected Price³
10-Day VWAP from Unaffected Date¹
20-Day VWAP from Unaffected Date¹
30-Day VWAP from Unaffected Date¹
SIRE Consolidated EBITDA 5
2022E
2023E
2024E
Enterprise Value /SIRE Consolidated EBITDA
2022E
2023E
2024E
Value of Common Units Owned by Unaffiliated Unitholders
2.
3.
Initial
Proposal
(7/5/22)
$17.90
20.2
$361.6
347.4
$708.9
4.
5.
6.
115.7
$824.6
(0.3%)
3.5%
2.4%
0.2%
$152.0
154.0
143.5
5.4x
5.4
5.7
$94.0
Sisecam Chemicals Proposals
Third
Proposal
(10/20/22)
Second
Proposal
(9/27/22)
$19.00
20.2
$383.8
368.7
$752.5
115.7
$868.2
5.8%
9.9%
8.7%
6.3%
$152.0
154.0
143.5
5.7x
5.6
6.1
$99.7
$22.00
20.2
$444.4
426.9
$871.3
115.7
$987.0
22.6%
27.2%
25.9%
23.1%
$152.0
154.0
143.5
5
6.5x
6.4
6.9
$115.5
Confidential - Preliminary and Subject to Change
Fourth
Proposal
(10/24/2022)
$23.50!
20.2
$474.7!
456.1
$930.7!
115.7i
$1,046.4!
30.9%
35.9%!
34.5%!
31.5% i
$152.0i
154.0i
143.5i
6.9x
6.8
7.3
$123.3
($in millions, except per unit amounts,
Consideration!
$24.00
Unit Price
$24.00!
20.2
$484.8!
465.8 i
$950.5
115.7i
$1,066.2
33.7%
38.8%!
37.3%!
34.3% 1
$152.01
154.0
143.5
7.0xi
6.9 i
7.4 i
$126.0
Conflicts Committee
Counterproposals
Second
(10/11/22)
Third
(10/24/22)
$25.50
20.2
$515.1
494.9
$1,009.9
Based on a 10-day, 20-day and 30-day VWAP prices of $17.29, $17.48 and $17.87, respectively, from July 5, 2022, the last unaffected trading date before the Initial Proposal
Per SIRE Financial Projections; reflects 100% of Sisecam Wyoming EBITDA less SIRE G&A
As of January 24, 2023, Unaffiliated Unitholders owned 5,248,791 Common Units
EVERCORE
115.7
$1,125.6
42.1%
47.5%
45.9%
42.7%
$152.0
154.0
143.5
7.4x
7.3
7.8
$133.8
SIRE's total equity value represents a 51% interest in Sisecam Wyoming with the resulting 49% non-controlling interest stated at implied market value based on the SIRE Common Unit price
Based on a Common Unit price of $17.95 as of July 5, 2022, the last unaffected trading date before the Initial Proposal
$28.50
20.2
$575.7
553.1
$1,128.8
115.7
$1,244.4
58.8%
64.8%
63.1%
59.5%
Source: Partnership filings, FactSet, SIRE Financial Projections
1.
As of January 24, 2023; reflects the sum of: (i) 19,799,791 Common Units outstanding and (ii) 399,000 general partner units representing an approximate 2.0% limited partner interest in SIRE and assumes pro rata
allocation of equity value to Common Units and SIRE GP, with no incremental allocation to SIRE GP attributable to IDRs
$152.0
154.0
143.5
8.2x
8.1
8.7
$149.6
First
(9/20/22)
$29.50
20.2
$595.9
572.5
$1,168.4
115.7
$1,284.1
64.3%
70.6%
68.8%
65.1%
$152.0
154.0
143.5
8.4x
8.3
9.0
$154.8
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