EX-99.(C)(20) 18 a18-38301_3ex99dc20.htm EX-99.(C)(20)

Exhibit (c)(20)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose May 22, 2018 STRICTLY PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Goldman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a product of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). 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The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 1

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Observations and Perspectives on Key Matters invest in K-1 securities to invest in Delaware corporations but unwilling to invest in 1099 LLCs  Governance is not necessarily a function of corporate structure; current LLC structure could be amended to change Source: Company filings 2 Arkose Midstream Bonds  Midstream’s bonds should remain outstanding upon any combination with GP  Change of control requiring a refinancing of the bonds would only be triggered as follows: — Sale, transfer, disposition, etc. of Midstream’s assets that is also accompanied by a ratings decline, which is unlikely — Liquidation of Midstream’s General Partner, which is unlikely given that it should be possible to keep Arkose Midstream GP LLC outstanding in the pro forma organizational structure — Consummation of a merger between GP and Midstream that also results in a ratings decline and whereby Qualified Owners (Warburg, management, Upstream) do not continue to own >50% Conversion of Series B Units in NewCo Structure  Change of Control Transaction results in a mandatory exchange of Series B Units  Potential for Series B Units to convert at current GP market cap when: — NewCo and GP merge on day 1, triggering a change of control whereby the Series B units convert at the then current market cap of GP. On day 2, Midstream merges into NewCo, thereby completing the simplification — GP acquires Midstream. But a transaction to exchange IDRs for LP units (IDR Recap) occurs one day prior to the acquisition, which forces Series B conversion at that time –IDR Recap is considered a Change of Control Transaction due to the sale or disposition of all or a material portion of GP’s assets –Could be executed in the current GP or the NewCo structure — GP converts to a Delaware Corp but does not subsequently combine with Midstream  Any such transaction likely will require management consent C-Corp and 1099 LLC Both Acceptable to Investors; Governance Increasing Focus  A number of investors (e.g., Wellington, Capital Research) prefer 1099 securities vs. K-1 securities or simply will not  No evidence or discussions between investors and equity capital markets desk that suggests any investors are willing  But governance is becoming a key focus point of investors generally governance construct

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Observations on Transfers / Sales of Control Precedent GP Acquisitions and Restructurings Company Situation Assets Acquired Consideration Paid / Transaction Commentary Pre-IPO Sale of GP To Sponsors / Management  Non-economic GP  $10.6mm MLP Conversion to C-Corp  Non-economic GP  $3mm  GP + IDRs (~$3mm NTM IDR cash flow / ~$10mm pro forma for concurrent transaction) LP Units     ETE has put option to sell GP to USAC for $10mm $250mm Market value of LP units was ~$218mm Simultaneously eliminated IDRs in exchange for $140mm of LP Units Sale of GP to ETE    $750k for GP + 50% of IDRs (acquired from Memorial Resource) $50k for 50% of IDRs (acquired from NGP)  GP + IDRs (negligible IDR cash flow) Restructuring   ~$8mm Both sponsor-held and public LP units received substantial (~225%) premium Concurrent Sale of GP and MLP to Brookfield Infrastructure Partners  GP + IDRs (negligible IDR cash flow)   GP 9.5mm subordinated units   $1mm Separate transaction acquired 6.7mm common units for ~$4mm Sale of GP to Royal Energy    ~$95mm for GP + IDRs ~$75mm for LP units Sponsor did not receive premium on LP units, unlike public investors  GP + IDRs (negligible IDR cash flow) LP Units Concurrent Sale of GP and MLP to Zenith   GP + IDRs (~$2mm FY1 IDR cash flow) Sale of GP to CST Brands  ~$85mm   $775mm Market value of LP units was approximately $830mm Sale of GP + LP Interest to Western Refining  Non-economic GP + ~36mm units Source: Company filings 3

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Recently Transactions Announced Simplification meaningfully enhanced, particularly for institutional holders.” -Enbridge Press release    streamlines governance…” have weakened EEP’s and EEQ’s credit profile and they are now -Enbridge Press Release expected to be a cash tax payer through 2024.” -Williams Press Release raise considerable external equity at a disadvantaged cost of -Enbridge Press Release “The transaction will allow Williams to directly invest the excess coverage in our expanding portfolio of large-scale, fully-contracted infrastructure projects that will drive significant EBITDA growth without the need to issue equity for the broad base of projects currently included in our guidance.” – Williams CEO Alan Armstrong -   Source: Company presentations and press releases 4 Increase Self-Funding With Retained Coverage Protect / Grow Distributions “To sustain investment grade credit ratings, EEP would have to -capital and also substantially cut its distribution…in early 2019.” Tax Synergies “Williams will receive the tax benefits from the basis step-up, -resulting in extending the period to which Williams is not Improve Credit Profile / Cost of Capital “…the reverse in FERC policy…[and] adverse market effects -ineffective and unreliable standalone financing vehicles…” Simplified Corporate Structure / Improved Shareholder Rights “This transaction also simplifies our corporate structure [and] -Williams CEO Alan Armstrong Increase Liquidity / Expand Investor Base “If the transaction is successful…trading liquidity will be  Rationale Selected Commentary

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Overview of Cheniere Energy’s Announced Offer to Acquire Cheniere Energy Partners LP Holdings Announced 17-May-2018 | Values Public CQH Units at ~$530mm Based on LNG Price Current Pro Forma for Transaction 1-Day Price Performance CEI Public Investors CEI Public Investors 100% economic interest 100% economic interest 3 % Subsidiaries Partners LP Holdings, 105mm units and 135mm sub units (~49% LP interest) 2% GP Interest (including voting interest) and IDRs ( Voting Blackstone Blackstone 105mm units and (~49% LP interest) Interest ~199mm units ~199mm units (~40% economic interest) (1)% (~40% economic (AMEX: CQP) CQP Public CQP Public Investors LNG CQH CQP AMZ 100% economic interest 100% economic interest ~45mm units (~9% economic interest) ~45mm units (~9% economic interest) Source: Cheniere Press Release (17-May-2018); Cheniere Transaction Presentation (29-Sep-2016), and Bloomberg market data as of 18-May-2018 Note: in April and May 2018 CEI purchased ~21mm CQH shares in privately negotiated transactions with exchange ratios ranging from 0.478x - 0. 480x. 1 As of the “Compelling transaction for CQH shareholders” presentation released 29-Sep-2016. 5 Guidance  No change to guidance Operating Subsidiaries Operating Subsidiaries Taxes  Tax free stock exchange  CEI cannot reduce its CQH ownership without adverse tax impact Cheniere Energy Partners, L.P. 1 % 1 % Cheniere Energy, Inc. (AMEX: LNG) 100% economic interest Operating Cheniere Energy, Inc. (AMEX: LNG) 100% economic interest 100% economic interest Operating Subsidiaries ~213mm shares (92% economic interest) CQH Public Investors Cheniere Energy LLC (AMEX: CQH) ~19mm units ~8% economic interest) Non-economic Interest Cheniere Energy Partners GP, LLC 135mm sub units2% GP interest) Cheniere Energy Partners, L.P. (AMEX: CQP) and IDRs Investors Stated Benefits  Simplifies corporate structure by eliminating C-Corp HoldCo for LP units — Results in typical MLP + GP structure  Enhances participation in growth upside — Participation in future expansion projects and the selling of uncontracted LNG volumes from the existing facilities  Further alignment of interests across entities  Eliminates overhang of CEI ownership  Substantial increase in liquidity1 for CQH shareholders (~32x increase in trading liquidity) Debt  All debt remains in place Governance  Traditional C-Corp governance in CEI Tax free all-stock transaction represents a 1% premium to CQH based on unaffected closing prices on 16-May, the day prior to announcement

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Overview of Enbridge’s Offer to Buy In Its Four Public Subsidiaries Announced 17-May-2018 | Values Public Float at CAD$11.4bn Current Pro Forma for Transaction Public Public Public Public 20% common shares 17% LP interest Non-economic GP + 83% LP interest 80% common shares SEP 12% listed shares / 100% voting interest 1-Day Price Performance 2% GP interest 30% LP interest Public Public 88% of listed shares 5 % 48% LP interest 20% LP interest EEP through 2020; accretive ENB SEP EEP EEQ ENF AMZ Source: Enbridge Press Release (17-May-2018); Enbridge Transaction Presentation (17-May-2018), and Bloomberg market data as of 18-May-2018 6 Guidance  Neutral impact to ENB thereafter  SEP, EEP, and EEQ avoid anticipated distribution cuts 3 % 1 % 2 % 1 %1 % EEQ Governance  Traditional C-Corp governance in ENB Taxes  Tax synergies expected to lead to additional dividend growth at ENB post-2020 Debt  Not expected to trigger change of control provisions ENF ENB ENB Assets Stated Benefits  To ENB: Simplified corporate and capital structure, full ownership of core assets, maximizes cash flow, and enhanced credit and funding profile  To All Subsidiaries: Enhanced liquidity, improved cost of capital, improved credit profile, and distribution growth  Elimination of K-1s for EEP & SEP  Unspecified corporatization benefits for EEP, EEQ, and SEP All-stock transaction represented 5% premium to ENF and no premium to SEP, EEP and EEQ based on closing prices on 16-May, the day prior to the announcement

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Overview of Williams’ Announced Acquisition of Williams Partners L.P. Announced 17-May-2018 | Values Public WPZ Units at ~$10.5 bn Based on WMB Price Current Pro Forma for Transaction 1-Day Price Performance Legacy WMB Ownership Legacy WPZ Ownership 8 % WMB Shareholders WMB Shareholders es es LP units s B units est) taxes expected at pro 15% annual growth WMB WPZ AMZ Source: Williams Press Release (17-May-2018); Williams Analyst Day 2018 Presentation (17-May-2018), and Bloomberg market data as of 18-May-2018 7 Guidance  Pro forma 2018 guidance: — 1.6x 2018 Dividend Coverage with 10 – — 5.0x consolidated debt / EBITDA Taxes  Taxable to WPZ public unitholders  No cash federal income forma entity until 2024 Governance  Traditional C-Corp governance in WMB Debt  No change of control  All debt remains in place ~1.2 bn shar The Williams Companies (NYSE: WMB) Operating Subsidiaries ~828mm shar The Williams Companies (NYSE: WMB) ~701.5mm + ~18mm Clas (74% inter Williams Partners, LP (NYSE: WPZ) ~25 (26 6mm units % interest) WPZ Unitholders Operating Subsidiaries 2 % 1 % ~69%~32% Stated Benefits  Simplifies organizational structure and expected to expand investor base  Immediately accretive for WMB  Not a cash taxpayer through 2024  Achieves IG credit ratings consistent with WPZ  Allows WMB to directly invest excess coverage to drive growth without equity issuance Taxable all-stock transaction represents a 14% premium to WPZ based unaffected closing prices on 16-Mar-2018, the day prior to Williams’ potential corporate restructuring announcement

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