EX-99.(C)(82) 8 a18-38301_6ex99dc82.htm EX-99.(C)(82)

Exhibit (c)(82)

Project Alpine Special Committee Materials September 20, 2018 CONFIDENTIAL DRAFT SUBJECT TO CHANGE

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Analysis of Potential Transactions ($ in millions, unless otherwise noted) As of 9/12/18 As of 9/19/18 AMGP 20-Day VWAP(1) AMGP 20-Day VWAP(1) $18.01 $17.58 $30.18 $18.01 $17.58 $30.18 $18.01 $17.58 $30.18 $17.50 $16.98 $30.32 $17.50 $16.98 $30.32 $17.50 $16.98 $30.32 AMGP Market Price AM Market Price AMGP Market Price AM Market Price AM - Public Unitholders AM - Public Unitholders Equity XR Cash (Excl. Special Distribution) - $3.00 Equity + Cash (Excl. Special Distribution) XR Special Distribution ($) - $0.415 1.6084x 0.1665x(2) 1.7750x 0.0230x 1.6474x 0.1665x (2) 1.8140x 0.0230x (2) 1.6604x 0.1665x (2) 1.8270x 0.0230x (2) Equity XR Cash (Excl. Special Distribution) - $3.00 Equity + Cash (Excl. Special Distribution) XR Special Distribution ($) - $0.415 1.6028x 0.1715x(2) 1.7743x 0.0237x 1.6418x 0.1715x(2) 1.8133x 0.0237x(2) 1.6548x 0.1715x(2) 1.8263x 0.0237x(2) 1.7980x(2) 1.7167x 4.7% 1.8442x (2.5%) 1.7980x(2) 1.7856x 0.7% 1.9207x (6.4%) All-In XR 1.8370x 1.8500x All-In XR 1.8370x 1.8500x Market Exchange Ratio Premium /(Discount) Market Exchange Ratio - Series B Adjusted Premium /(Discount) 1.7167x 7.0% 1.8339x 0.2% 1.7167x 7.8% 1.8442x 0.3% Market Exchange Ratio Premium /(Discount) Market Exchange Ratio - Series B Adjusted Premium /(Discount) 1.7856x 2.9% 1.9099x (3.8%) 1.7856x 3.6% 1.9207x (3.7%) AM - AR Units AM - AR Units All-In XR 1.7750x 1.7866x 1.7750x All-In XR 1.7750x 1.7866x 1.7750x Implied Market Value Premium to Current AM Unit Price $31.20 3.4% $31.41 4.1% $31.20 3.4% Implied Market Value Premium to Current AM Unit Price $30.14 (0.6%) $30.34 0.1% $30.14 (0.6%) 2 Source: Company filings, and FactSet as of 9/19/2018. (1)VWAP calculated as follows ((Sum of Daily VWAP)*(Sum of Daily Traded Value)) / (Sum of Daily Traded Value). (2)All cash adjustments to XR calculations utilize 20-day VWAP AMGP pricing. Key Non-AR AM Comparison Statistics (vs. Citi Alternative) All-In XR (0.0390x) - 0.0130x Premium to Market (2.2%) - 0.7% Key Non-AR AM Comparison Statistics (vs. Citi Alternative) All-In XR (0.0390x) - 0.0130x Premium to Market (2.3%) - 0.8% Implied Market Value$30.53$31.19$31.41 Premium to Current AM Unit Price0.7%2.9%3.6% Implied Market Value$31.61$32.29$32.52 Premium to Current AM Unit Price4.7%7.0%7.8% Net / Gross X R Calculations Net / Gross X R Calculations AMGPCitiAM ProposalAlternativeProposal AMGPCitiAM ProposalAlternativeProposal CONFIDENTIAL DRAFT SUBJECT TO CHANGE

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Analysis of Potential Transactions (cont.) ($ in millions, unless otherwise noted) As of 9/12/18 As of 9/19/18 Existing AMGP Net Debt Existing AM Net Debt New Debt to Fund Cash Consideration (5) 1,400 601 (5) 1,400 642 (5) 1,400 601 Existing AMGP Net Debt Existing AM Net Debt New Debt to Fund Cash Consideration (5) 1,400 601 (5) 1,400 642 (5) 1,400 601 Total Net Debt(1) Total Net Debt(1) 1,997 2,038 1,997 1,997 2,038 1,997 SQ AMGP Shares Shares Issued to AM Public Shares Issued to AR Shares Issued to Series B 186.2 143.5 159.0 18.5 186.2 147.0 157.9 17.4 186.2 148.2 159.0 18.5 SQ AMGP Shares Shares Issued to AM Public Shares Issued to AR Shares Issued to Series B 186.2 143.0 158.5 18.5 186.2 146.5 157.3 17.4 186.2 147.7 158.5 18.5 Total Shares 507.3 508.5 511.9 Total Shares 506.3 507.4 510.9 Implied Equity Value Implied Equity Value SQ AMGP Shareholders AM Public Unitholders AR Series B Unitholders $3,093 2,384 2,641 307 $3,071 2,424 2,604 286 $3,065 2,439 2,618 304 SQ AMGP Shareholders AM Public Unitholders AR Series B Unitholders $3,065 2,355 2,610 305 $3,043 2,395 2,571 284 $3,037 2,409 2,586 302 Implied PF Market Value Implied PF Market Value $30.13 $29.72 $30.58 $29.75 $30.74 $29.47 $29.80 $29.39 $30.25 $29.42 $30.41 $29.16 AM Public Unitholders AR AM Public Unitholders AR As of 9/12/18 As of 9/19/18 AMGP Market Value Implied Series B Valuation AM Equity Value $3,274 76 5,677 $3,162 70 5,704 SQ AMGP Net Debt SQ AM Net Debt (5) 1,400 (5) 1,400 3 Source: Company filings, and FactSet as of 9/19/2018. (1)Cash and Debt balances as of 6/30/2018 Total Enterprise Value $10,423 $10,330 Total Equity Value $9,027 $8,935 Status Quo Enterprise Value Detail Implied Share Price$16.46$16.34$16.31 Implied Share Price$16.61$16.49$16.46 Total Equity Value$8,334$8,293$8,334 Total Equity Value$8,426$8,385$8,426 Total Enterprise Value$10,330$10,330$10,330 Total Enterprise Value$10,423$10,423$10,423 AMGPCitiAM ProposalAlternativeProposal AMGPCitiAM ProposalAlternativeProposal CONFIDENTIAL DRAFT SUBJECT TO CHANGE

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Disclosure Statement Tudor, Pickering, Holt & Co. does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you (and your employees, representatives and other agents) may disclose any aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, with no limitations imposed by Tudor, Pickering, Holt & Co. About The Firm Tudor, Pickering, Holt & Co. is an integrated energy investment and merchant bank, providing high quality advice and services to institutional and corporate clients. Through the company’s two broker-dealer units, Tudor, Pickering, Holt & Co. Securities, Inc. (TPHCSI) and Tudor Pickering Holt & Co Advisors LP (TPHCA), members FINRA, the company offers securities and investment banking services to the energy community. TPH Asset Management LP (TPHAM) is an SEC registered investment adviser that delivers a suite of energy investment strategies. TPH Partners Group LP is a relying advisor of TPHAM. Certain employees of TPHAM are also employees of TPHCSI. The information contained herein is confidential (except for information relating to United States tax issues) and may not be reproduced in whole or in part. Tudor, Pickering, Holt & Co. assumes no responsibility for independent verification of third-party information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by, reviewed or discussed with the managements of your company and/ or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and Tudor, Pickering, Holt & Co. materials. The firm, headquartered in Houston, Texas, has approximately 170 employees and offices in Calgary, Canada; Denver, Colorado; and New York, New York. Its affiliate, Tudor, Pickering Holt & Co. International, LLP, is located in London, England. Its Canadian affiliate, Tudor Pickering Holt & Co Securities – Canada LP, is located in Calgary, Alberta. Contact Us Houston (Research, Sales and Trading): 713-333-2960 Houston (Investment Banking): 713-333-7100 Houston (Asset Management): 713-337-3999 Denver (Sales): 303-300-1900 Denver (Investment Banking): 303-300-1900 New York (Investment Banking): 212-610-1660 New York (Research, Sales): 212-610-1600 London: +011 44(0) 20 3008 6428 Calgary: 403-705-7830 Under no circumstances is this presentation to be used or considered as an offer to sell or a solicitation of any offer to buy, any security. Prior to making any trade, you should discuss with your professional tax, accounting, or regulatory advisers how such particular trade(s) affect you. This brief statement does not disclose all of the risks and other significant aspects of entering into any particular transaction. Tudor, Pickering, Holt & Co. International, LLP is authorized and regulated by the Financial Conduct Authority and is the United Kingdom affiliate of www.TPHco.com Tudor, Pickering, Holt & Co. Copyright 2018 — Tudor, Pickering, Holt & Co. 4 CONFIDENTIAL DRAFT SUBJECT TO CHANGE

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