EX-99.(C)(12) 12 d733891dex99c12.htm EX-99.(C)(12) EX-99.(c)(12)

Strictly Confidential Exhibit (c)(12) Plan X Illustrative Valuation Analysis March 14, 2019Strictly Confidential Exhibit (c)(12) Plan X Illustrative Valuation Analysis March 14, 2019


Strictly Confidential Notice to Recipient Confidential “Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., which are both registered broker dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guarantee d. These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have 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 prepared by or reviewed with the managements of the 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). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Any League Tables referenced within these materials have been prepared using data sourced from external third party providers as outlined in the relevant footnotes where applicable. For persons wishing to request further information regarding these third party providers and the criteria and methodology used to prepare a league table please contact your usual Bank of America Merrill Lynch representative/Relationship Manager. Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm’s research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matter s were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Copyright 2019 Bank of America Corporation.Strictly Confidential Notice to Recipient Confidential “Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., which are both registered broker dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guarantee d. These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have 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 prepared by or reviewed with the managements of the 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). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Any League Tables referenced within these materials have been prepared using data sourced from external third party providers as outlined in the relevant footnotes where applicable. For persons wishing to request further information regarding these third party providers and the criteria and methodology used to prepare a league table please contact your usual Bank of America Merrill Lynch representative/Relationship Manager. Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm’s research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matter s were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Copyright 2019 Bank of America Corporation.


Strictly Confidential Illustrative Valuation Analysis Financial Model Assumptions ($MM) 2018E 2019E 2020E 2021E 2022E 2023E § Gas G&P Segment – Reduction in base EBITDA from 2018 to 2023 driven $179.2 $189.1 $163.4 $146.5 $135.2 $120.2 by the sales of Lavaca and Chatom Adj. EBITDA DCF (Net of Pref. Dist.) 57.7 78.2 72.1 55.8 43.6 26.4 § Liquids Pipeline Segment – EBITDA decline throughout projection period driven by the sale of two key assets in 2019 (Bakken and Silver Dollar Total LP Distributions 38.2 22.1 22.3 22.4 22.5 22.5 pipelines) Total Leverage 5.94x 3.66x 3.75x 4.10x 4.36x 4.99x § Natural Gas Transmission Segment – Modest growth after 2019 due to AMID § Acquisition (financed with preferred equity): several small growth projects totaling ~$10MM in capex Management § Jan. 2019: Pascagoula Gas Plant (PGP) – $36.3MM § Offshore Pipelines Segment – EBITDA is heavily impacted by rate reduction § Divestitures: Financial at the Delta House floating production system § Completed: Aug. 2018: Marine Terminals - $210.0MM Model § Announced: § Terminalling Segment – Refined products and Cushing asset sales 11/28/2018 § Dec. 2018: Refined Product Terminals - $125MM complete exit from Terminalling segment § Jan. 2019: Lavaca - $150MM § Growth projects (financed with proceeds of asset sales) include: § Feb. 2019: Chatom, Bazor Ridge & Glade Crossing - § Baton Rouge in 2019 (EBITDA: $2.5MM/year; Capex: $18.0MM) $10MM, Bakken - $50MM § Longview Frac Expansion in 2019 (EBITDA: $11.6MM/year; Capex: § Sep. 2019: Silver Dollar - $150MM $57.0MM) § Dec. 2019: Cushing - $30MM ($MM) 2018E 2019E 2020E 2021E 2022E 2023E § Includes estimated annualized cost savings of $5.6MM per year $184.0 $178.6 $142.1 $122.6 $112.1 $97.4 Adj. EBITDA § No cash distributions on common units and preferred units after Q3 2018; (1) DCF (Net of Pref. Dist.) 60.8 57.2 54.6 33.5 17.0 9.1 preferred units are paid-in-kind AMID Total LP Distributions 32.7 0.0 0.0 0.0 0.0 0.0 § Convert Series A and Series C preferred equity to common in Q4 2023 Management Total Leverage 5.76x 4.13x 3.45x 3.48x 3.79x 4.36x § Includes 4Q 2018 actual results Financial § Changes in Divestitures: § Sale of Natural Gas Transportation business in November 2019 § Offshore pipeline segment projections adjusted to account for newly Model for $200MM discovered GoM reserves 3/1/2019 § April 2019: Chatom, Bazor Ridge & Glade Crossing - $5MM, § Changes in Growth Projects: Bakken - $50MM § June 2019: Silver Dollar - $125MM § No Baton Rouge project § Sep. 2019: Lavaca - $125MM § Started with the 3/1/2019 model and made the following adjustments: ($MM) 2018E 2019E 2020E 2021E 2022E 2023E $184.0 $178.6 $142.1 $122.6 $112.1 $97.4 § No preferred equity conversion during forecast period Adj. EBITDA 3/1/2019 (1) DCF (Net of Pref. Dist.) 60.8 57.2 54.6 33.5 17.0 ( 5.9) Adjusted Case Total LP Distributions 32.7 0.0 0.0 0.0 0.0 0.0 Total Leverage 5.76x 4.13x 3.45x 3.48x 3.79x 4.36x 1 ____________________ Source: Projections per corporate models provided by AMID management. (1) Preferred distributions paid-in-kind. For illustrative purposes, we have assumed DCF is burdened for cash distribution amount.Strictly Confidential Illustrative Valuation Analysis Financial Model Assumptions ($MM) 2018E 2019E 2020E 2021E 2022E 2023E § Gas G&P Segment – Reduction in base EBITDA from 2018 to 2023 driven $179.2 $189.1 $163.4 $146.5 $135.2 $120.2 by the sales of Lavaca and Chatom Adj. EBITDA DCF (Net of Pref. Dist.) 57.7 78.2 72.1 55.8 43.6 26.4 § Liquids Pipeline Segment – EBITDA decline throughout projection period driven by the sale of two key assets in 2019 (Bakken and Silver Dollar Total LP Distributions 38.2 22.1 22.3 22.4 22.5 22.5 pipelines) Total Leverage 5.94x 3.66x 3.75x 4.10x 4.36x 4.99x § Natural Gas Transmission Segment – Modest growth after 2019 due to AMID § Acquisition (financed with preferred equity): several small growth projects totaling ~$10MM in capex Management § Jan. 2019: Pascagoula Gas Plant (PGP) – $36.3MM § Offshore Pipelines Segment – EBITDA is heavily impacted by rate reduction § Divestitures: Financial at the Delta House floating production system § Completed: Aug. 2018: Marine Terminals - $210.0MM Model § Announced: § Terminalling Segment – Refined products and Cushing asset sales 11/28/2018 § Dec. 2018: Refined Product Terminals - $125MM complete exit from Terminalling segment § Jan. 2019: Lavaca - $150MM § Growth projects (financed with proceeds of asset sales) include: § Feb. 2019: Chatom, Bazor Ridge & Glade Crossing - § Baton Rouge in 2019 (EBITDA: $2.5MM/year; Capex: $18.0MM) $10MM, Bakken - $50MM § Longview Frac Expansion in 2019 (EBITDA: $11.6MM/year; Capex: § Sep. 2019: Silver Dollar - $150MM $57.0MM) § Dec. 2019: Cushing - $30MM ($MM) 2018E 2019E 2020E 2021E 2022E 2023E § Includes estimated annualized cost savings of $5.6MM per year $184.0 $178.6 $142.1 $122.6 $112.1 $97.4 Adj. EBITDA § No cash distributions on common units and preferred units after Q3 2018; (1) DCF (Net of Pref. Dist.) 60.8 57.2 54.6 33.5 17.0 9.1 preferred units are paid-in-kind AMID Total LP Distributions 32.7 0.0 0.0 0.0 0.0 0.0 § Convert Series A and Series C preferred equity to common in Q4 2023 Management Total Leverage 5.76x 4.13x 3.45x 3.48x 3.79x 4.36x § Includes 4Q 2018 actual results Financial § Changes in Divestitures: § Sale of Natural Gas Transportation business in November 2019 § Offshore pipeline segment projections adjusted to account for newly Model for $200MM discovered GoM reserves 3/1/2019 § April 2019: Chatom, Bazor Ridge & Glade Crossing - $5MM, § Changes in Growth Projects: Bakken - $50MM § June 2019: Silver Dollar - $125MM § No Baton Rouge project § Sep. 2019: Lavaca - $125MM § Started with the 3/1/2019 model and made the following adjustments: ($MM) 2018E 2019E 2020E 2021E 2022E 2023E $184.0 $178.6 $142.1 $122.6 $112.1 $97.4 § No preferred equity conversion during forecast period Adj. EBITDA 3/1/2019 (1) DCF (Net of Pref. Dist.) 60.8 57.2 54.6 33.5 17.0 ( 5.9) Adjusted Case Total LP Distributions 32.7 0.0 0.0 0.0 0.0 0.0 Total Leverage 5.76x 4.13x 3.45x 3.48x 3.79x 4.36x 1 ____________________ Source: Projections per corporate models provided by AMID management. (1) Preferred distributions paid-in-kind. For illustrative purposes, we have assumed DCF is burdened for cash distribution amount.


Strictly Confidential Illustrative Valuation Analysis Implied Reference Range Summary – 3/1/2019 Adjusted Case Informational Public Reference Range Illustrative Reference Range Based on 3/1/2019 Adjusted Case Financial Model ($ / Unit) Illustrative Reference Range assumes Series A and C Preferred valued at liquidation value $8.00 (3) Mutually Considered Price : $5.25 $6.63 Revised Public Offer Price: $4.50 $6.63 20-Day VWAP: $4.01 $6.00 Current Price: $3.92 $4.61 $4.51 $4.41 $4.31 $4.00 $4.10 $2.79 $2.83 $2.00 $0.64 $0.00 Selected Publicly Traded (1) Premium to Unit Price Selected Precedent Transactions Intrinsic Valuation Comparables Methodology: Premium to Current Premium to 20-Day VWAP Forward Year + 1 EBITDA Forward Year + 1 EBITDA Discounted Cash Flow (AMID Weighted Average Cost of (2) Assumptions: Selected Premium Range 2020E EBITDA 2020E EBITDA Capital) 10.00% - 15.00% $142 $142 8.55% - 9.30% Public Partnerships' Precedent Transactions' Terminal Value Current Price 20-Day VWAP 2020E EV / EBITDA Range Forward Year EV / EBITDA Range EBITDA Exit Multiple of $3.92 $4.01 7.0x - 8.5x 6.0x - 8.5x 7.0x - 8.5x ____________________ Source: 3/1/2019 Adjusted Case Model. Note: Valuations are pro forma for planned asset sales. (1) Cash flows discounted to January 1, 2019 using mid-year convention. 2 (2) Rounded to the nearest 0.05%. (3) ArcLight and the Conflicts Committee are considering a transaction at $5.25 / unit. A merger agreement has not yet been signed. Strictly Confidential Illustrative Valuation Analysis Implied Reference Range Summary – 3/1/2019 Adjusted Case Informational Public Reference Range Illustrative Reference Range Based on 3/1/2019 Adjusted Case Financial Model ($ / Unit) Illustrative Reference Range assumes Series A and C Preferred valued at liquidation value $8.00 (3) Mutually Considered Price : $5.25 $6.63 Revised Public Offer Price: $4.50 $6.63 20-Day VWAP: $4.01 $6.00 Current Price: $3.92 $4.61 $4.51 $4.41 $4.31 $4.00 $4.10 $2.79 $2.83 $2.00 $0.64 $0.00 Selected Publicly Traded (1) Premium to Unit Price Selected Precedent Transactions Intrinsic Valuation Comparables Methodology: Premium to Current Premium to 20-Day VWAP Forward Year + 1 EBITDA Forward Year + 1 EBITDA Discounted Cash Flow (AMID Weighted Average Cost of (2) Assumptions: Selected Premium Range 2020E EBITDA 2020E EBITDA Capital) 10.00% - 15.00% $142 $142 8.55% - 9.30% Public Partnerships' Precedent Transactions' Terminal Value Current Price 20-Day VWAP 2020E EV / EBITDA Range Forward Year EV / EBITDA Range EBITDA Exit Multiple of $3.92 $4.01 7.0x - 8.5x 6.0x - 8.5x 7.0x - 8.5x ____________________ Source: 3/1/2019 Adjusted Case Model. Note: Valuations are pro forma for planned asset sales. (1) Cash flows discounted to January 1, 2019 using mid-year convention. 2 (2) Rounded to the nearest 0.05%. (3) ArcLight and the Conflicts Committee are considering a transaction at $5.25 / unit. A merger agreement has not yet been signed.


Strictly Confidential Illustrative Valuation Analysis Selected Publicly Traded Comparables ($ in millions, except per unit data) Total Equity 3-Year 3-Year Debt / (Debt+Pref) / Price on Public Market Enterprise EV / EBITDA LP DCF Yield LP DCFPU Distribution Yield DPU Total Coverage 2018E 2018E (1) (2) (2) Partnership 3/8/19 Float Value Value 2018E 2019E 2020E 2018E 2019E 2020E CAGR Current 2018E 2019E 2020E CAGR 2018E 2019E 2020E EBITDA EBITDA NGL Energy Partners LP $13.03 $1,475 $1,832 $4,227 9.9x 8.7x 7.9x 11.6% 15.0% 16.9% NM 12.0% 12.0% 12.3% 13.4% 0.0% 1.0x 1.3x 1.4x 5.2x 5.5x Summit Midstream Partners LP 10.47 429 831 2,734 9.4x 8.4x 8.5x 20.7% 22.8% 22.2% 3.7% 22.0% 22.0% 22.0% 22.0% 0.0% 0.9x 1.0x 1.0x 5.5x 6.5x Ferrellgas Partners, L.P. 1.20 82 117 2,232 8.6x 8.2x NA 81.0% 102.4% 0.0% NM 33.3% 14.6% 0.0% NA NM 5.6x NA NA 8.3x 8.3x CrossAmerica Partners LP 17.30 329 602 1,138 10.4x 9.1x 6.8x 12.4% 13.2% 16.8% 12.1% 12.1% 12.1% 12.1% 12.7% 6.0% 1.0x 1.1x 1.5x 4.9x 4.9x Sprague Resources LP 15.05 135 413 1,009 8.3x 7.7x 7.5x 18.8% 18.7% 18.7% NM 17.7% 17.9% 18.4% 18.4% NM 1.1x 1.0x 1.0x 5.1x 5.1x Martin Midstream Partners LP 12.96 419 518 1,175 9.2x 7.4x 7.0x 10.5% 16.3% 16.9% 15.4% 15.4% 15.4% 15.4% 15.4% 0.0% 0.7x 1.1x 1.1x 5.2x 5.2x Blueknight Energy Partners, L.P. 1.14 41 228 752 12.8x 10.9x 9.9x 18.0% 39.3% 39.3% 37.2% 28.1% 34.2% 28.1% 28.1% 3.1% 0.5x 1.4x 1.4x 4.6x 8.9x Sanchez Midstream Partners LP 2.12 20 84 614 8.4x 8.3x 7.8x 85.6% 71.1% 75.4% NM 28.3% 56.7% 28.3% 28.3% NM 1.1x 2.5x 2.7x 2.5x 7.3x Mean $366 $578 $1,735 9.6x 8.6x 7.9x 32.3% 37.4% 25.8% 17.1% 21.1% 23.1% 17.1% 19.7% 1.8% 1.5x 1.3x 1.4x 5.2x 6.5x Median 232 466 1,156 9.3x 8.3x 7.8x 18.4% 20.8% 17.8% 13.7% 19.9% 16.7% 16.9% 18.4% 0.0% 1.0x 1.1x 1.4x 5.1x 6.0x (5) (5) (5) (5) (5) (5) (3) (3) (4) (4) (4) AMID (Current Price) $3.92 $151 $220 $1,497 8.1x 5.9x 7.4x 28.6% 26.6% 25.2% (18.7%) 0.0% 15.8% N/A N/A N/A N/A N/A N/A 5.6x 7.1x (3) (3) (4) (4) (4) (5) (5) (5) (5) (5) (5) AMID (Public Offer Price) $4.50 $173 $252 $1,530 8.3x 6.1x 7.7x 24.9% 23.2% 22.0% (18.7%) 0.0% 13.8% N/A N/A N/A N/A N/A N/A 5.6x 7.1x ____________________ Source: 3/1/2019 Adjusted Case Model. Note: AMID shown pro forma for planned asset sales. (1) Includes value of the GP interest. For non publicly-traded GPs, value is calculated using the underlying MLP’s 2018E yield less 250 bps (subject to a 1% floor) applied to 2018E GP distribution. (2) Represents growth from 2018E – 2021E. (3) Enterprise value pro forma for cash proceeds from planned divestitures, which include Bakken ($50MM), Silver Dollar ($125), Chatom – Bazor – Glade ($5MM), Cushing ($30MM), Lavaca ($125MM) and Natural Gas Transportation 3 ($200MM). Also, pro forma for capex spent on growth projects, which includes Longview Frac Expansion ($57MM Capex), and acquisitions, which includes Pascagoula Gas Plant ($36.3MM). (4) Represents total DCF yield. Preferred distributions paid-in-kind. For illustrative purposes, we have assumed DCF is burdened for cash distribution amount. (5) Pro forma for AMID’s distribution cut announced 7/27/2018 and distribution suspension announced 12/31/2018. Strictly Confidential Illustrative Valuation Analysis Selected Publicly Traded Comparables ($ in millions, except per unit data) Total Equity 3-Year 3-Year Debt / (Debt+Pref) / Price on Public Market Enterprise EV / EBITDA LP DCF Yield LP DCFPU Distribution Yield DPU Total Coverage 2018E 2018E (1) (2) (2) Partnership 3/8/19 Float Value Value 2018E 2019E 2020E 2018E 2019E 2020E CAGR Current 2018E 2019E 2020E CAGR 2018E 2019E 2020E EBITDA EBITDA NGL Energy Partners LP $13.03 $1,475 $1,832 $4,227 9.9x 8.7x 7.9x 11.6% 15.0% 16.9% NM 12.0% 12.0% 12.3% 13.4% 0.0% 1.0x 1.3x 1.4x 5.2x 5.5x Summit Midstream Partners LP 10.47 429 831 2,734 9.4x 8.4x 8.5x 20.7% 22.8% 22.2% 3.7% 22.0% 22.0% 22.0% 22.0% 0.0% 0.9x 1.0x 1.0x 5.5x 6.5x Ferrellgas Partners, L.P. 1.20 82 117 2,232 8.6x 8.2x NA 81.0% 102.4% 0.0% NM 33.3% 14.6% 0.0% NA NM 5.6x NA NA 8.3x 8.3x CrossAmerica Partners LP 17.30 329 602 1,138 10.4x 9.1x 6.8x 12.4% 13.2% 16.8% 12.1% 12.1% 12.1% 12.1% 12.7% 6.0% 1.0x 1.1x 1.5x 4.9x 4.9x Sprague Resources LP 15.05 135 413 1,009 8.3x 7.7x 7.5x 18.8% 18.7% 18.7% NM 17.7% 17.9% 18.4% 18.4% NM 1.1x 1.0x 1.0x 5.1x 5.1x Martin Midstream Partners LP 12.96 419 518 1,175 9.2x 7.4x 7.0x 10.5% 16.3% 16.9% 15.4% 15.4% 15.4% 15.4% 15.4% 0.0% 0.7x 1.1x 1.1x 5.2x 5.2x Blueknight Energy Partners, L.P. 1.14 41 228 752 12.8x 10.9x 9.9x 18.0% 39.3% 39.3% 37.2% 28.1% 34.2% 28.1% 28.1% 3.1% 0.5x 1.4x 1.4x 4.6x 8.9x Sanchez Midstream Partners LP 2.12 20 84 614 8.4x 8.3x 7.8x 85.6% 71.1% 75.4% NM 28.3% 56.7% 28.3% 28.3% NM 1.1x 2.5x 2.7x 2.5x 7.3x Mean $366 $578 $1,735 9.6x 8.6x 7.9x 32.3% 37.4% 25.8% 17.1% 21.1% 23.1% 17.1% 19.7% 1.8% 1.5x 1.3x 1.4x 5.2x 6.5x Median 232 466 1,156 9.3x 8.3x 7.8x 18.4% 20.8% 17.8% 13.7% 19.9% 16.7% 16.9% 18.4% 0.0% 1.0x 1.1x 1.4x 5.1x 6.0x (5) (5) (5) (5) (5) (5) (3) (3) (4) (4) (4) AMID (Current Price) $3.92 $151 $220 $1,497 8.1x 5.9x 7.4x 28.6% 26.6% 25.2% (18.7%) 0.0% 15.8% N/A N/A N/A N/A N/A N/A 5.6x 7.1x (3) (3) (4) (4) (4) (5) (5) (5) (5) (5) (5) AMID (Public Offer Price) $4.50 $173 $252 $1,530 8.3x 6.1x 7.7x 24.9% 23.2% 22.0% (18.7%) 0.0% 13.8% N/A N/A N/A N/A N/A N/A 5.6x 7.1x ____________________ Source: 3/1/2019 Adjusted Case Model. Note: AMID shown pro forma for planned asset sales. (1) Includes value of the GP interest. For non publicly-traded GPs, value is calculated using the underlying MLP’s 2018E yield less 250 bps (subject to a 1% floor) applied to 2018E GP distribution. (2) Represents growth from 2018E – 2021E. (3) Enterprise value pro forma for cash proceeds from planned divestitures, which include Bakken ($50MM), Silver Dollar ($125), Chatom – Bazor – Glade ($5MM), Cushing ($30MM), Lavaca ($125MM) and Natural Gas Transportation 3 ($200MM). Also, pro forma for capex spent on growth projects, which includes Longview Frac Expansion ($57MM Capex), and acquisitions, which includes Pascagoula Gas Plant ($36.3MM). (4) Represents total DCF yield. Preferred distributions paid-in-kind. For illustrative purposes, we have assumed DCF is burdened for cash distribution amount. (5) Pro forma for AMID’s distribution cut announced 7/27/2018 and distribution suspension announced 12/31/2018.


Strictly Confidential Illustrative Valuation Analysis Selected Precedent Transactions ($ in millions) Announcement Transaction EBITDA Multiple EBITDA Multiple Date Acquiror Target Key Assets Value Current Year Forward Year Offshore Infrastructure and Pipeline Transactions Equity interests in Gulf of Mexico pipelines and 13 refined product terminals, including 45% interest in Mardi Gras (1) 10/2/18 BP Midstream Partners, L.P. BP Plc $468 -- 9.4x Transportation System Company, 22.7% interest in URSA Oil Pipeline Company and 25% interest in KM-Phoenix Holdings 5/10/18 Shell Midstream Partners, L.P. Royal Dutch Shell plc Ownership interest in Amberjack Pipeline 1,220 -- 7.8x 11/28/17 Shell Midstream Partners, L.P. Royal Dutch Shell plc US storage and pipeline assets 825 7.9x -- Additional 15.5% interest in Delta House floating and 10/2/17 American Midstream Partners LP ArcLight Capital Partners LLC 125 7.1x -- processing system 10% interest in Proteus Oil Pipeline, 10% interest in Endymion 12/28/16 Shell Midstream Partners, L.P. BP plc - 7.7x 7.7x Oil Pipeline, and 1% interest in Cleopatra Gathering system Additional 20% interest in Mars Oil Pipeline and 49% interest 9/27/16 Shell Midstream Partners, L.P. Royal Dutch Shell plc 350 -- 8.4x in Odyssey Pipeline Interest in Destin natural gas pipeline, Tri-States and Wilprise natural gas liquids pipelines, 1.2 Bcf/d of natural gas gathering 4/25/16 American Midstream Partners LP ArcLight Capital Partners LLC and transport capacity, 60% interest in crude, natural gas, and 225 6.0x -- salt water onshore and offshore pipelines, and additional 1% interest in Delta House Royal Dutch Shell plc; Shell 11/11/15 Shell Midstream Partners, L.P. Auger pipeline system and Lockport crude oil terminal 390 -- 8.6x Pipeline Corp. 9 crude oil pipeline systems with 1,100 miles of pipeline; 9 7/16/15 Genesis Energy, L.P. Enterprise Products Partners L.P. natural gas pipeline systems with 1,200 miles of pipeline; and 1,500 7.5x -- ownership interests in 6 offshore hub platforms Mean $539 7.4x 8.3x Median $370 7.6x 8.1x ____________________ 4 Source: Company filings and Wall Street research. Note: Transaction value based on press release where available; if transaction value not disclosed, calculated based on disclosed terms and latest available quarterly data. (1) 2019-2020E average EBITDA of $49.8 million as per BP Midstream Partners press release on October 2, 2018.Strictly Confidential Illustrative Valuation Analysis Selected Precedent Transactions ($ in millions) Announcement Transaction EBITDA Multiple EBITDA Multiple Date Acquiror Target Key Assets Value Current Year Forward Year Offshore Infrastructure and Pipeline Transactions Equity interests in Gulf of Mexico pipelines and 13 refined product terminals, including 45% interest in Mardi Gras (1) 10/2/18 BP Midstream Partners, L.P. BP Plc $468 -- 9.4x Transportation System Company, 22.7% interest in URSA Oil Pipeline Company and 25% interest in KM-Phoenix Holdings 5/10/18 Shell Midstream Partners, L.P. Royal Dutch Shell plc Ownership interest in Amberjack Pipeline 1,220 -- 7.8x 11/28/17 Shell Midstream Partners, L.P. Royal Dutch Shell plc US storage and pipeline assets 825 7.9x -- Additional 15.5% interest in Delta House floating and 10/2/17 American Midstream Partners LP ArcLight Capital Partners LLC 125 7.1x -- processing system 10% interest in Proteus Oil Pipeline, 10% interest in Endymion 12/28/16 Shell Midstream Partners, L.P. BP plc - 7.7x 7.7x Oil Pipeline, and 1% interest in Cleopatra Gathering system Additional 20% interest in Mars Oil Pipeline and 49% interest 9/27/16 Shell Midstream Partners, L.P. Royal Dutch Shell plc 350 -- 8.4x in Odyssey Pipeline Interest in Destin natural gas pipeline, Tri-States and Wilprise natural gas liquids pipelines, 1.2 Bcf/d of natural gas gathering 4/25/16 American Midstream Partners LP ArcLight Capital Partners LLC and transport capacity, 60% interest in crude, natural gas, and 225 6.0x -- salt water onshore and offshore pipelines, and additional 1% interest in Delta House Royal Dutch Shell plc; Shell 11/11/15 Shell Midstream Partners, L.P. Auger pipeline system and Lockport crude oil terminal 390 -- 8.6x Pipeline Corp. 9 crude oil pipeline systems with 1,100 miles of pipeline; 9 7/16/15 Genesis Energy, L.P. Enterprise Products Partners L.P. natural gas pipeline systems with 1,200 miles of pipeline; and 1,500 7.5x -- ownership interests in 6 offshore hub platforms Mean $539 7.4x 8.3x Median $370 7.6x 8.1x ____________________ 4 Source: Company filings and Wall Street research. Note: Transaction value based on press release where available; if transaction value not disclosed, calculated based on disclosed terms and latest available quarterly data. (1) 2019-2020E average EBITDA of $49.8 million as per BP Midstream Partners press release on October 2, 2018.


Strictly Confidential Illustrative Valuation Analysis Discounted Cash Flow Analysis – 3/1/2019 Adjusted Case ($ in millions, except per unit data) Year Ended December 31, Terminal 2019E 2020E 2021E 2022E 2023E Value EBITDA $179 $142 $123 $112 $97 $97 Less: Acquisition and Growth Capex (113) (29) (5) (1) (1) (1) Less: Maintenance Capex (19) (6) (6) (7) (7) (7) Plus: Divestiture Proceeds 535 -- Cash Flow $581 $107 $112 $105 $90 $90 EBITDA Multiple Methodology PV of PV of Terminal Value at Enterprise Value at Discount Cash Flows EBITDA Exit Multiple of EBITDA Exit Multiple of Rate 2019E - 2023E 7.0x 7.8x 8.5x 7.0x 7.8x 8.5x 8.55% $884 $452 $501 $549 $1,337 $1,385 $1,433 8.95% 880 + $444 $492 $539 = $1,324 $1,372 $1,419 9.30% 876 $437 $484 $531 $1,313 $1,360 $1,407 AMID Equity Value at AMID Equity Value per LP Unit at (2) Discount Less: Less: Less: EBITDA Exit Multiple of EBITDA Exit Multiple of (1) (1) 7.0x 7.8x 8.5x 7.0x 7.8x 8.5x Rate Net Debt Pref. NCI 8.55% ($984) ($280) ($14) $59 $108 $156 $1.06 $1.92 $2.79 8.95% (984) (280) (14) = $47 $95 $142 $0.84 $1.69 $2.54 9.30% (984) (280) (14) $36 $83 $130 $0.64 $1.47 $2.31 ____________________ Source: 3/1/2019 Adjusted Case Model. Note: Assumes an effective date of 12/31/18. AMID discount rate range represents an illustrative weighted average cost of capital rounded to the nearest 0.05%. Cash flows discounted to January 1, 2019 using mid-year convention. 5 (1) Debt as of 12/31/2018. Debt shown at book value. Series A and C Convertible Preferred Units shown at liquidation value. (2) 53.0 million units outstanding per Q3 2018 10Q as of November 6, 2018 plus 810,517 units issued in pursuant to the merger agreement with AL Blackwater, LLC and Blackwater Merger Sub, LLC on December 10, 2018 plus 1.291MM warrants plus 980,880 GP units.Strictly Confidential Illustrative Valuation Analysis Discounted Cash Flow Analysis – 3/1/2019 Adjusted Case ($ in millions, except per unit data) Year Ended December 31, Terminal 2019E 2020E 2021E 2022E 2023E Value EBITDA $179 $142 $123 $112 $97 $97 Less: Acquisition and Growth Capex (113) (29) (5) (1) (1) (1) Less: Maintenance Capex (19) (6) (6) (7) (7) (7) Plus: Divestiture Proceeds 535 -- Cash Flow $581 $107 $112 $105 $90 $90 EBITDA Multiple Methodology PV of PV of Terminal Value at Enterprise Value at Discount Cash Flows EBITDA Exit Multiple of EBITDA Exit Multiple of Rate 2019E - 2023E 7.0x 7.8x 8.5x 7.0x 7.8x 8.5x 8.55% $884 $452 $501 $549 $1,337 $1,385 $1,433 8.95% 880 + $444 $492 $539 = $1,324 $1,372 $1,419 9.30% 876 $437 $484 $531 $1,313 $1,360 $1,407 AMID Equity Value at AMID Equity Value per LP Unit at (2) Discount Less: Less: Less: EBITDA Exit Multiple of EBITDA Exit Multiple of (1) (1) 7.0x 7.8x 8.5x 7.0x 7.8x 8.5x Rate Net Debt Pref. NCI 8.55% ($984) ($280) ($14) $59 $108 $156 $1.06 $1.92 $2.79 8.95% (984) (280) (14) = $47 $95 $142 $0.84 $1.69 $2.54 9.30% (984) (280) (14) $36 $83 $130 $0.64 $1.47 $2.31 ____________________ Source: 3/1/2019 Adjusted Case Model. Note: Assumes an effective date of 12/31/18. AMID discount rate range represents an illustrative weighted average cost of capital rounded to the nearest 0.05%. Cash flows discounted to January 1, 2019 using mid-year convention. 5 (1) Debt as of 12/31/2018. Debt shown at book value. Series A and C Convertible Preferred Units shown at liquidation value. (2) 53.0 million units outstanding per Q3 2018 10Q as of November 6, 2018 plus 810,517 units issued in pursuant to the merger agreement with AL Blackwater, LLC and Blackwater Merger Sub, LLC on December 10, 2018 plus 1.291MM warrants plus 980,880 GP units.


Strictly Confidential AppendixStrictly Confidential Appendix


Strictly Confidential Appendix AMID Summary Financial Projections – 3/1/2019 Adjusted Case ($ in millions, except per unit values) Year Ended December 31, '18E - '23E 2018E 2019E 2020E 2021E 2022E 2023E CAGR Distributable Cash Flow EBITDA $184 $179 $142 $123 $112 $97 (11.9%) (-) Interest Expense, net (74) (66) (41) (37) (37) (39) (-) Maintenance Capex (16) (19) (6) (6) (7) (7) (1) (25) 0 0 0 0 0 (-) Preferred Cash Distributions (2) (8) (36) (40) (46) (51) (58) (-) Preferred PIK Distributions (2) $61 $57 $55 $34 $17 ($6) N/A Distributable Cash Flow DCF Per Unit $1.12 $1.04 $0.99 $0.60 $0.30 ($0.11) LP Distribution per Unit $0.62 $0.00 $0.00 $0.00 $0.00 $0.00 N/A Ending LP Units Outstanding 53.2 53.8 54.1 54.4 54.6 54.6 LP Distributions $33 $0 $0 $0 $0 $0 GP Distributions 1 0 0 0 0 0 Total Common Distributions $33 $0 $0 $0 $0 $0 N/A Capital Expenditures Maintenance Capex $16 $19 $6 $6 $7 $7 Growth Capex 79 77 29 5 1 1 Acquisition Capex 0 36 0 0 0 0 Total Capital Expenditures $95 $132 $35 $11 $8 $8 Financing & Credit Metrics Annual Equity Issuances $0 $0 $0 $0 $0 $0 Coverage Cash 36 93 95 79 68 52 Divestiture Proceeds 329 535 0 0 0 0 Cash Balance 40 0 0 13 79 129 Total Debt 1,024 548 485 425 425 425 Total Debt / EBITDA (Excluding Pref) 5.6x 3.1x 3.4x 3.5x 3.8x 4.4x (3) Preferred Equity 280 316 356 402 453 510 Total Debt / EBITDA (Including Pref) 7.1x 4.8x 5.9x 6.7x 7.8x 9.6x ____________________ Source: 3/1/2019 Adjusted Case Model. 6 (1) Per the terms of AMID’s amended credit facility, AMID cannot pay cash distributions while leverage is greater than 5.0x. (2) Preferred distributions paid-in-kind after Q3 2018. For illustrative purposes, we have assumed DCF is burdened for cash distribution amount. (3) Series A and C Convertible Preferred Units shown on a liquidation value basis. Assumes liquidation value of $13.66 per Series A unit and $13.98 per Series B unit based on AMID corporate model provided March 1, 2019.Strictly Confidential Appendix AMID Summary Financial Projections – 3/1/2019 Adjusted Case ($ in millions, except per unit values) Year Ended December 31, '18E - '23E 2018E 2019E 2020E 2021E 2022E 2023E CAGR Distributable Cash Flow EBITDA $184 $179 $142 $123 $112 $97 (11.9%) (-) Interest Expense, net (74) (66) (41) (37) (37) (39) (-) Maintenance Capex (16) (19) (6) (6) (7) (7) (1) (25) 0 0 0 0 0 (-) Preferred Cash Distributions (2) (8) (36) (40) (46) (51) (58) (-) Preferred PIK Distributions (2) $61 $57 $55 $34 $17 ($6) N/A Distributable Cash Flow DCF Per Unit $1.12 $1.04 $0.99 $0.60 $0.30 ($0.11) LP Distribution per Unit $0.62 $0.00 $0.00 $0.00 $0.00 $0.00 N/A Ending LP Units Outstanding 53.2 53.8 54.1 54.4 54.6 54.6 LP Distributions $33 $0 $0 $0 $0 $0 GP Distributions 1 0 0 0 0 0 Total Common Distributions $33 $0 $0 $0 $0 $0 N/A Capital Expenditures Maintenance Capex $16 $19 $6 $6 $7 $7 Growth Capex 79 77 29 5 1 1 Acquisition Capex 0 36 0 0 0 0 Total Capital Expenditures $95 $132 $35 $11 $8 $8 Financing & Credit Metrics Annual Equity Issuances $0 $0 $0 $0 $0 $0 Coverage Cash 36 93 95 79 68 52 Divestiture Proceeds 329 535 0 0 0 0 Cash Balance 40 0 0 13 79 129 Total Debt 1,024 548 485 425 425 425 Total Debt / EBITDA (Excluding Pref) 5.6x 3.1x 3.4x 3.5x 3.8x 4.4x (3) Preferred Equity 280 316 356 402 453 510 Total Debt / EBITDA (Including Pref) 7.1x 4.8x 5.9x 6.7x 7.8x 9.6x ____________________ Source: 3/1/2019 Adjusted Case Model. 6 (1) Per the terms of AMID’s amended credit facility, AMID cannot pay cash distributions while leverage is greater than 5.0x. (2) Preferred distributions paid-in-kind after Q3 2018. For illustrative purposes, we have assumed DCF is burdened for cash distribution amount. (3) Series A and C Convertible Preferred Units shown on a liquidation value basis. Assumes liquidation value of $13.66 per Series A unit and $13.98 per Series B unit based on AMID corporate model provided March 1, 2019.


Strictly Confidential Appendix AMID WACC Analysis Range Low High Cost of Equity Source Risk Free Rate 2.9% Ten year U.S. Government bond yield as of March 8, 2019. Represents Company's historical Bloomberg adjusted beta levered at the Company's current capital structure. Bloomberg betas based on regression of five years of weekly performance as compared to the broad U.S. equity Levered Beta 1.06 market for U.S. companies and compared to the MSCI for international companies. Equity risk premium relative to twenty year U.S. Government bond yield per BofA Merrill Lynch estimates, based upon analysis of long-term historical Equity Risk Premium 5.0% 7.0% data of the broad U.S. equity market. Cost of Equity 8.2% 10.3% Cost of Debt BofAML IBK estimated yield on newly issued 10-year notes. Pre-tax Cost of Debt 7.5% Marginal Tax Rate 0.0% After-tax Cost of Debt 7.5% (2) Net Debt / Net Capital 46.5% Based on target capital structure. Cost of Preferred Equity (1) BofAML IBK estimate. Cost of Preferred Equity 12.0% (3) Preferred Equity / Net Capital 18.7% Based on target capital structure. Weighted Average Cost of Capital 8.6% 9.3% ____________________ Source: Market data as of March 8, 2019. 7 (1) Calculated as 2019E indicative preferred distributions of $33.4MM divided by liquidation value of preferred equity ($279.6MM). (2) Calculated as 4.0x AMID’s 2018E EBITDA less cash divided by AMID’s enterprise value as of 12/31/2018. (3) Calculated as liquidation value of Series A Convertible Preferred Units and Series C Convertible Preferred units as of December 31, 2018 as a percentage of AMID’s total enterprise value.Strictly Confidential Appendix AMID WACC Analysis Range Low High Cost of Equity Source Risk Free Rate 2.9% Ten year U.S. Government bond yield as of March 8, 2019. Represents Company's historical Bloomberg adjusted beta levered at the Company's current capital structure. Bloomberg betas based on regression of five years of weekly performance as compared to the broad U.S. equity Levered Beta 1.06 market for U.S. companies and compared to the MSCI for international companies. Equity risk premium relative to twenty year U.S. Government bond yield per BofA Merrill Lynch estimates, based upon analysis of long-term historical Equity Risk Premium 5.0% 7.0% data of the broad U.S. equity market. Cost of Equity 8.2% 10.3% Cost of Debt BofAML IBK estimated yield on newly issued 10-year notes. Pre-tax Cost of Debt 7.5% Marginal Tax Rate 0.0% After-tax Cost of Debt 7.5% (2) Net Debt / Net Capital 46.5% Based on target capital structure. Cost of Preferred Equity (1) BofAML IBK estimate. Cost of Preferred Equity 12.0% (3) Preferred Equity / Net Capital 18.7% Based on target capital structure. Weighted Average Cost of Capital 8.6% 9.3% ____________________ Source: Market data as of March 8, 2019. 7 (1) Calculated as 2019E indicative preferred distributions of $33.4MM divided by liquidation value of preferred equity ($279.6MM). (2) Calculated as 4.0x AMID’s 2018E EBITDA less cash divided by AMID’s enterprise value as of 12/31/2018. (3) Calculated as liquidation value of Series A Convertible Preferred Units and Series C Convertible Preferred units as of December 31, 2018 as a percentage of AMID’s total enterprise value.


Strictly Confidential Appendix 3/1/2019 Adjusted Case Publicly Traded Comparables Multiple Implied Value ($MM) 2020E EBITDA Low High Low High Implied Publicly Traded Comparables Enterprise Value $142.1 7.0x - 8.5x $994.4 - $1,207.5 (1) 535.0 Plus: Asset Sale Proceeds (2) (93.3) Less: Growth Capex (997.5) Less: Net Debt and Noncontrolling Interest (3) (279.6) Less: Preferred Equity Implied LP Equity Value $159.0 - $372.1 56.1 Current Units Outstanding (in millions) Implied Target Unit Price $2.83 - $6.63 Transaction Comparables Multiple Implied Value ($MM) 2020E EBITDA Low High Low High Implied Transaction Comparables Enterprise Value $142.1 7.5x - 8.5x $1,065.5 - $1,207.5 (1) 535.0 Plus: Asset Sale Proceeds (2) (93.3) Less: Growth Capex (997.5) Less: Net Debt and Noncontrolling Interest (3) (279.6) Less: Preferred Equity Implied LP Equity Value $230.0 - $372.1 Current Units Outstanding (in millions) 56.1 Implied Target Unit Price $4.10 - $6.63 ____________________ Source: 3/1/2019 Adjusted Case Model. (1) Includes proceeds from assets sold during the year. Assets sold during the year include Bakken ($50MM), Silver Dollar ($125MM), Chatom – Bazor – Glade ($5MM), Cushing ($30MM), Lavaca ($125MM) and Natural Gas 8 Transportation ($200MM). (2) Capex spent on material growth projects, which includes Longview Frac Expansion ($57MM Capex), and acquisitions, which includes Pascagoula Gas Plant ($36.3MM), during the year. (3) Series A and C Convertible Preferred Units shown on a liquidation value basis. Assumes liquidation value of $13.66 per Series A unit and $13.98 per Series B unit based on AMID corporate model provided March 1, 2019.Strictly Confidential Appendix 3/1/2019 Adjusted Case Publicly Traded Comparables Multiple Implied Value ($MM) 2020E EBITDA Low High Low High Implied Publicly Traded Comparables Enterprise Value $142.1 7.0x - 8.5x $994.4 - $1,207.5 (1) 535.0 Plus: Asset Sale Proceeds (2) (93.3) Less: Growth Capex (997.5) Less: Net Debt and Noncontrolling Interest (3) (279.6) Less: Preferred Equity Implied LP Equity Value $159.0 - $372.1 56.1 Current Units Outstanding (in millions) Implied Target Unit Price $2.83 - $6.63 Transaction Comparables Multiple Implied Value ($MM) 2020E EBITDA Low High Low High Implied Transaction Comparables Enterprise Value $142.1 7.5x - 8.5x $1,065.5 - $1,207.5 (1) 535.0 Plus: Asset Sale Proceeds (2) (93.3) Less: Growth Capex (997.5) Less: Net Debt and Noncontrolling Interest (3) (279.6) Less: Preferred Equity Implied LP Equity Value $230.0 - $372.1 Current Units Outstanding (in millions) 56.1 Implied Target Unit Price $4.10 - $6.63 ____________________ Source: 3/1/2019 Adjusted Case Model. (1) Includes proceeds from assets sold during the year. Assets sold during the year include Bakken ($50MM), Silver Dollar ($125MM), Chatom – Bazor – Glade ($5MM), Cushing ($30MM), Lavaca ($125MM) and Natural Gas 8 Transportation ($200MM). (2) Capex spent on material growth projects, which includes Longview Frac Expansion ($57MM Capex), and acquisitions, which includes Pascagoula Gas Plant ($36.3MM), during the year. (3) Series A and C Convertible Preferred Units shown on a liquidation value basis. Assumes liquidation value of $13.66 per Series A unit and $13.98 per Series B unit based on AMID corporate model provided March 1, 2019.