Evercore Investment Banking Pitch Book
Executive Summary
Introduction
Evercore Group L.L.C. ("Evercore") is pleased to provide the following materials to the Conflicts Committee (the "Conflicts
Committee") of the Board of Directors of Sisecam Resource Partners LLC (the "General Partner" or "SIRE GP"), the general
partner of Sisecam Resources LP ("SIRE" or the "Partnership"), regarding Sisecam Chemicals Resources LLC's ("Sisecam
Chemicals" or "SCR") proposal to acquire all common units representing limited partner interests in the Partnership (each, a
"Common Unit") from the holders of such units other than Common Units held by Sisecam Chemicals, the General Partner or
their respective affiliates (the "Unaffiliated Unitholders") (the "Proposed Transaction")
Confidential - Preliminary and Subject to Change
Sisecam Chemicals Wyoming LLC ("SCW LLC") is a wholly-owned subsidiary of Sisecam Chemicals that currently owns:
14,551,000 Common Units (72% limited partner interest in the Partnership)
SIRE GP, which owns a 2.0% general partner interest in the Partnership
On July 5, 2022, Sisecam Chemicals proposed to acquire each outstanding Common Unit owned by the Unaffiliated Unitholders
for $17.90 in cash (the "Initial Proposal")
On September 20, 2022, the Conflicts Committee countered at $29.50 (the "First Conflicts Committee Counterproposal")
On September 27, 2022, Sisecam Chemicals proposed to acquire each outstanding Common Unit owned by the Unaffiliated
Unitholders for $19.00 in cash (the "Second Proposal")
On October 11, 2022, the Conflicts Committee countered at $28.50 (the "Second Conflicts Committee Counterproposal")
On October 20, 2022, Sisecam Chemicals proposed to acquire each outstanding Common Unit owned by the Unaffiliated
Unitholders for $22.00 price in cash (the "Third Proposal") as its "best and final" offer
The Third Proposal represents a 22.6% premium to SIRE's closing Common Unit price of $17.95 as of July 5, 2022, the last
unaffected trading date before the Initial Proposal
The Third Proposal represents a 23.1% premium to SIRE's 30-day volume weighted average price ("VWAP") as of July 5,
2022
EVERCORE
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