EX-99.(C)(2)(C) 4 d273943dex99c2c.htm EX-99.(C)(2)(C) EX-99.(c)(2)(c)

Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(C) Project Alpha Discussion Materials Prepared for the Special Committee of the Board of Directors August 3, 2022


Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Executive Summary ($ in millions, except per share amounts) Valuation Multiples Since Initial Proposal th Relative Price Performance Since June 13 25% 5.1% --% (14.4%) (14.4%) (21.9%) (25%) (50%) 6/13/22 6/23/22 7/3/22 7/13/22 7/23/22 8/2/22 Alpha Proxy Peers HHUB WTI Change in Share Price and Valuation Multiples 1 Share Price EV / 2023E EBITDAX 6/13/22 7/20/22 8/2/22 Δ 6/13 - 7/20 Δ 6/13 - 8/2 6/13/22 7/20/22 8/2/22 Δ 6/13 - 7/20 Δ 6/13 - 8/2 Alpha $64.50 $66.51 $67.82 3.1% 5.1% 4.2x 4.1x 4.1x (1.8%) (3.3%) Peers: APA $45.57 $35.00 $35.93 (23.2%) (21.2%) 3.3x 2.6x 2.6x (21.0%) (19.6%) CTRA 32.56 28.91 29.38 (11.2%) (9.8%) 5.0 4.2 4.3 (16.6%) (14.6%) DVN 69.24 57.68 60.63 (16.7%) (12.4%) 4.9 4.1 4.2 (16.8%) (13.9%) EOG 132.73 105.57 107.19 (20.5%) (19.2%) 5.4 4.0 4.1 (24.6%) (24.1%) FANG 147.80 118.77 127.54 (19.6%) (13.7%) 5.0 4.2 4.5 (16.3%) (11.0%) HES 121.54 104.92 109.61 (13.7%) (9.8%) 6.9 6.0 6.3 (13.8%) (8.4%) MRO 28.39 22.92 23.88 (19.3%) (15.9%) 4.6 3.7 3.8 (20.9%) (17.7%) OVV 56.79 46.58 48.62 (18.0%) (14.4%) 3.4 2.7 2.8 (18.8%) (15.6%) PXD 261.37 216.81 227.91 (17.0%) (12.8%) 5.8 4.6 4.8 (20.5%) (16.4%) Average of Peers (17.7%) (14.4%) 4.9x 4.0x 4.2x (18.8%) (15.7%) Source: FactSet market data as of 8/2/2022 1. EV / 2023E EBITDAX based on Consensus trading multiples


Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Alpha (the “Company”) to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. 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 Evercore. Evercore assumes no responsibility for independent investigation or verification of such 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 prepared by or reviewed with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (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. 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 have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.