Baird Investment Banking Pitch Book slide image

Baird Investment Banking Pitch Book

RELATIVE CONTRIBUTION ANALYSIS - USING MANAGEMENT CASES Relative contribution based on forecasted distributions received in the status quo scenario 4 IMPLIED AM / AMGP EXCHANGE RATIO ($ in millions) Ownership Entity AR-Held AM Common Units AM Public Holders AMGP Common Shares Series B Units Total 2019E $219 (4) 195 165 12 $591 Distribution Forecasts 2020E 2021E 2022E $282 $338 $405 252 249 19 Implied Exchange Ratio - AR 2.490x 2.128x 302 324 26 362 414 33 $802 $990 $1,214 1.963x 1.845x Terminal Value (1) $4,857 4,336 6,366 509 Present Value 1.437x PV-10% PV-15% PV-20% $4,230 $3,575 $3,049 3,776 3,192 2,722 5,155 4,332 411 345 3,672 292 $16,069 $13,572 $11,443 $9,735 1.545x 1.555x 1.564x 1 % Ownership Implied PV-10% 31.2% 27.8% 38.0% 3.0% 100.0% 1.545x PV-15% 31.2% 27.9% 37.9% 3.0% 100.0% Confidentiat 1.555x 31.3% Equity (3) PV-20% VS. Exchange All-In 28.0% 37.7% 3.0%! 100.0% 1 1.564x Source: Management projections. (1) Utilizes terminal yield values defined in prior sections of this presentation. Series B terminal value equal to the AMGP terminal value. (2) AMGP includes only Series A cash flow. (3) Represents implied ownership percentages all merger consideration were in the form of equity in AMGP Corp (ie. accounts for cash consideration being issued to AR-held AM Common Units and AM Public Holders. All-in implied exchange ratio, including cash. Based on 20-day VWAP as of October 5, 2018 Proposal at 31.2% 28.7% 36.7% 3.4% BAIRD 100.0% 1.602x 32.4% 30.1% 34.3% 3.2% 100.0% (4) 1.776x Project Bronco | Page 74
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