Exhibit (c)(5)
Confidential Discussion Materials Prepared for The Conflicts Committee of the Board of Directors of American Midstream GP, LLC Debt Discussion Materials January 17, 2019Confidential These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors of American Midstream GP, LLC (the “Conflicts Committee”), the general partner of American Midstream Partners, L.P., 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 by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Conflicts Committee, 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 Partnership 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 Partnership. 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 for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee 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 of its affiliates 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.
Confidential Global Rates and Fixed Income Monitor Current and Year to Date Levels LTM Trend and Forward View Current Year to Date 1M and 3M LIBOR (with Forward) 1/10/2019 Start High Low 3.5% 2 year 2.58% 2.49% 2.59% 2.38% 3.0% 2.80% 2.72% 2.69% 2.66% U.S. 5 year 2.57% 2.51% 2.58% 2.36% Treasury Yields 2.5% 10 year 2.74% 2.69% 2.74% 2.55% 2.54% 2.61% 2.55% 2.0% 2.51% 30 year 3.06% 3.02% 3.06% 2.90% 1.5% 1-Month LIBOR 2.51% 2.51% 2.52% 2.51% Overnight Rates 1.0% tes 3-Month LIBOR 2.80% 2.79% 2.80% 2.78% 1/10/2018 6/10/2018 11/10/2018 4/10/2019 9/10/2019 R a 1M LIBOR 3M LIBOR and U.S. Mid-Swap 5 year 2.65% 2.58% 2.65% 2.42% Yields Germany 0.25% 0.24% 0.28% 0.15% 10-Year Treasury (with Forward1) Global 10-Year Japan 0.02% (0.01%) 0.03% (0.05%) 4.0% Sovereign Yields United Kingdom 1.27% 1.28% 1.28% 1.19% ark 3.5% Italy 2.89% 2.74% 2.95% 2.69% 2.78% hm 3.0% 2.74% 2.73% 2.75% nc BBB Yield 4.67% 4.67% 4.70% 4.60% 2.5% e B BBB OAS 197 bps 203 bps 206 bps 197 bps 2.0% High Yield and 5.57% 6.17% 6.17% 5.57% 1.5% BB Yield Investment Grade 295 bps 361 bps 371 bps 295 bps 1/10/2018 6/10/2018 11/10/2018 4/10/2019 9/10/2019 BB Spread Index Yields and 10 Year Treasury B Yield 7.49% 8.28% 8.28% 7.44% Option-Adjusted Spread (“OAS”) B Spread 490 bps 575 bps 584 bps 484 bps 12.34% 13.58% 13.58% 12.33% Selected Index Yields CCC Yield CCC OAS 977 bps 1107 bps 1116 bps 976 bps 4.5% 4.25% 7.9% 7.5% Latest Quarterly Trendline 4.0% 7.1% 4Q 2018 3Q 2018 2Q 2018 1Q 2018 7.15% 6.7% CLO Spreads 3.5% ns ads AAA CLOs L + 121 L + 116 L + 107 L + 100 6.3% Lo a pre 5.9% Leveraged Loan BB All-in Spread L + 290 L + 272 L + 224 L + 232 3.0% 5.5% S Spreads B All-in Spread L + 417 L + 404 L + 371 L + 351 1/10/2018 6/10/2018 11/10/2018 1/10/2018 6/10/201811/10/2018 IG Index HY Index Source: Bloomberg, Federal Reserve, LCD Note: Data as of 1/10/2019 1. Bloomberg implied market forward rate 1Confidential Macro Environment Update Significant volatility in both the equity and debt markets since early December 2018 Recent Key Market Factors Market Performance (Last 12 Months) Fed raised interest rates to 2.5% on Dec. 19 110.0% Broader markets bottomed out on Dec. 24 Subsequently, the Fed Chairman has softened the stance and have rebounded with suggesting the Fed will remain on the sidelines in coming months the Dow and S&P up Uncertain political environment in both Europe and the U.S. 105.0% ~10% since Brexit delays 100.0% Diesel tax protests in France Ongoing U.S. government shutdown (5.4%) China-US trade tensions, which may impact tariff and raw material 95.0% (5.5%) costs significantly amongst other things 90.0% Recession risk: Economists surveyed in the past week as part of The WSJ’s monthly poll said there was a 25% chance of a recession in 85.0% the next year and 57% chance of a recession in 2021 1/10/2018 4/10/2018 7/10/2018 10/10/2018 1/10/2019 S&P Dow Jones Global GDP Outlook Credit Secondary Price Performance (Last 12 Months) 106 105.0 8.0% 6.7% 6.9% 104 6.6% 6.2% 6.0% 5.7% 102 101.0 6.0% 100 98.3 99.3 4.0% 98 2.9% 2.5% 2.5% 96 96.0 1.6% 1.8% 1.8% 95.1 2.0% 2.2% 94 1.9% 1.9% 1.7% 1.5% 1.4% 92 0.0% 1/10/2018 4/10/2018 7/10/2018 10/10/2018 1/10/2019 CY16 CY17 CY18 CY19 CY20 CY21 ML IG Index ML HY Index LSTA Loan Index US EU China Source: FactSet as of 1/10/2019. Bloomberg as of 1/10/2019, Wall Street Equity Research 2
Confidential Corporate Credit Market Update ($ in billions) As secondary prices declined and investors reduced exposure to the asset class, primary market issuance declined substantially in December; January activity to date points to modest recovery Commentary Monthly MF/ETF Flows by Asset Class While new issue activity was at a standstill in December, issuers are LL: Snapped 7-week run of ($1.0)bn+ outflows for week-ended 10-Jan HY: Inflows of $1.0bn for week-ended 10-Jan, snap 7-week outflow totaling $11.6bn testing market conditions cautiously in January $4 ~$50bn of IG volume launched in the first two weeks of January, $2 $2 $1 $1 $0 including a $15.5bn issuance from Anheuser-Busch $ - Investment grade is generally the market to recover first after a Demand ($2) ($1) ($1) period of inactivity ($1) ~$4.5bn of leveraged loan volume launched across 9 offerings, 8 ($4) ($3) ($3) ($3) backing M&A/LBO and 1 targeting refinancing of near term maturities ($6) ~$63bn backlog as of January 10 ($8) LL: ($3.1)bn outflow in ‘18 vs. $14.1bn inflow in ’17; ($7) Non-opportunistic offerings, including abandoned syndications ($10) ($2.7)bn outflow in 2019YTD HY: ($35.3)bn outflow in ‘18 vs. ($14.9)bn outflow in ’17; from 4Q18, will lead the calendar before opportunistic refinancings $336mm inflow in 2019YTD ($12) ($10) Targa Resources (Ba3/BB) restarted the high yield new-issue market Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 with an upsized $1.5bn offering consisting of $750mm 6.5% notes due Loan Flows HY Flows 2027 and $750mm 6.875% notes due 2029 Leveraged Finance Volume Investment Grade Volume $120 $140 $125 $119 $97 $120 $112 $111 $100 $87 $91 $83 $105 $99 $78 $100 $92 $74 26 15 $87 $88 $80 17 $70 10 Supply $63 14 $76 $57 $80 $60 26 18 12 $59 8 $38 $60 $50 $36 $40 76 70 70 73 5 $40 63 51 49 17 52 48 $13 $20 $20 33 $8 19 $ - $0 13 $ -- Jan-18 Mar-18 May-18 Jul-18 Sep-18 Nov-18 Jan-19 Jan-18 Mar-18 May-18 Jul-18 Sep-18 Nov-18 Jan-19 Leveraged Loan HY Bond IG Bond Source: ICE BofAML Index, LCD Research, Lipper data Note: Supply denotes allocated volume; excludes in-market syndications 3 Confidential Yields Across the Credit Spectrum All-time Forward Base Rates Current 3M 6M 1 Year 2 Year 25.0% 12/15/2008 23.26% UST 10Y Forward1 2.74% 2.73% 2.75% 2.78% 2.86% 3M LIBOR Forward 2.80% 2.69% 2.72% 2.66% 2.50% 2008 2010 to Last 20.0% Historical Averages to 2009 Present 10 yrs. Current HY Index 13.06% 6.84% 7.51% 7.15% CCC-Rated Index 19.61% 11.46% 12.46% 12.34% B-Rated Index 13.19% 6.83% 7.41% 7.49% 15.0% BB-Rated Index 10.13% 5.33% 5.83% 5.57% BBB-Rated Index 7.37% 3.99% 4.32% 4.67% 10.0% Period 7.51% 6/12/2007 LTM 1/10/2019 7.15% 5.30% 5.57% 5.0% 5.69% 5.16% 4.67% LTM All-time 1/26/2018 6/24/2014 2.74% Period 1.36% 7/8/2016 - 1/10/2005 1/10/2007 1/10/2009 1/10/2011 1/10/2013 1/10/2015 1/10/2017 1/10/2019 HY Index BBB Index BB Index 10 Yr. Average 10 Yr. U.S. Treasury Low High Source: Bloomberg, ICE BAML U.S. HY Index, Federal Reserve Note: Data as of 1/10/2019 1. Bloomberg implied market forward rate
Confidential AppendixConfidential Leveraged Loan Primary Issuance With a ~$63bn forward calendar, opportunistic issuers are waiting for large-cap ($ in millions) underwritten offerings to approach funding deadlines Syndications on Hold From Dec. / Light Jan. Activity Institutional Syndicated Loan Flex Activity Sales of ConvergeOne’s $1.275bn first and second-lien financing Corp. Final Terms backing CVC’s LBO were halted until later this month with only half of the Date Borrower UoP Type Rating Tenor Amt. OID Spread YTM1 first lien placed at ~8.75 -9% in December 12/21 Carestream Health Extend 1LTL B3 / B 2.3 $770 98% L+575 9.1% 12/21 Carestream Health Extend 2LTL B3 / B 2.5 372 98% L+1,050 13.8% 12/21 Active Minerals International LBO TLB NR / NR 6.0 120 99% L+550 8.7% The $415mm first-lien term loan backing Blackstone’s acquisition of 12/21 Kleinfelder LBO 1LTL NR / NR 6.0 120 99% L+475 7.8% a majority stake in Ulterra Holdings was funded by Wells Fargo and Barclays in December with syndication deferred to January 12/20 Pure Fishing LBO 1LTL B2 / B 7.0 435 96% L+450 8.3% 12/20 Kore Wireless Refi. 1LTL B3 / B- 7.0 280 99% L+550 8.6% 12/19 Lionbridge Technologies Acq. 1LTL (add-on) B2 / B 5.3 30 99% L+550 8.5% Though the snapback in secondary prices has improved sentiment 12/19 Avalign Holdings LBO TLB B3 / B- 7.0 200 99% L+450 7.5% among the sellside, opportunistic issuers aren’t yet ready to move 12/18 Quad/Graphics Acq. TLB Ba3 / BB- 7.0 500 97% L+500 8.5% forward after a challenging December during which investors had clear 12/18 Bojangles LBO 1LTL B3 / B 7.0 300 98% L+475 8.0% leverage 12/18 Bojangles LBO 2LTL B3 / B 8.0 75 98% L+850 11.8% 12/18 Priority Payments Acq. TLB (add-on) B2 / B 4.0 130 100% L+500 7.9% Currently tracking a forward calendar of ~$63bn, which includes 12/18 Cambium Learning LBO 1LTL B3 / B- 7.0 320 95% L+450 8.5% several billion-dollar-plus executions that were slated to launch 12/18 Cambium Learning LBO 2LTL B3 / B- 8.0 130 95% L+850 12.5% within the first couple of months of the year, including athenahealth 12/17 Western Dental Acq. TLB (add-on) B3 / B- 4.5 145 95% L+450 8.6% ($5.7bn) and Johnson Controls ($10.7bn) 12/17 Western Dental Acq. TLB (add-on) B3 / B- 4.5 $145 95% L+450 8.6% 12/17 Par Pacific Holdings Acq. TLB B1 / B+ 7.0 250 96% L+675 10.6% 12/17 Jostens LBO 1LTL B2 / B 7.0 775 97% L+550 9.1% After only 2 transactions launched last week (compared to 20 offerings for $16bn in the first week of 2018), event-driven issuers and arrangers 12/17 Jostens LBO 2LTL B2 / B 8.0 150 96% L+950 13.3% appear to be positioning for a more normalized market 12/14 Callaway Golf Acq. TLB Ba3 / BB- 7.0 480 98% L+450 7.8% 12/12 Latham Pool Products LBO TLB B2 / B 6.5 215 97% L+600 9.5% 12/11 Knowlton Development LBO TLB B2 / B 7.0 525 98% L+425 7.5% WSJ reported on January 11 that the sale process for Arconic is delayed 12/14 TECTA America LBO 1LTL B3 / B 7.0 383 98% L+450 7.8% by difficulties in obtaining debt financing in current environment 12/12 Plaskolite LBO TLB B2 / B 7.0 660 98% L+425 7.5% 12/7 Elo Touch Solutions LBO TLB B2 / B+ 7.0 360 95% L+650 10.5% 12/3 Dealer Tire LBO TLB B2 / B 7.0 975 95% L+550 9.5% 12/4 XO Management Holding LBO TLB B2 / B 3.0 210 93% L+575 10.2% Source: FactSet, LCD Research, LevFin Insights Average OID 97% 1. OID amortized over 4 years per LPC convention 5
Confidential Secondary Trading Levels of Large, Highly Levered 2018 LBOs Recent large cap LBOs traded 4-5 points below issuance price in Q4 2018, but have since ($/€ in millions) regained ~2 points in the first two weeks of 2019 At Issue As of 12/31/2018 Current Issuer Allocated Sponsor Industry Leverage Des. Size Spread OID Yield Bid Yield Bid Yield SRS Distribution (B3 / B) May-18 Leonard Green Building Materials 5.5x / 7.0x 1L TL $1,300 L + 325 99.8 5.6% 93.0 7.4% 95.0 7.0% Notes $350 T + 514 100.0 8.3% 91.6 9.9% 92.6 9.7% Blackhawk Network Holdings (B2 / B1) May-18 Silver Lake TMT 4.8x / 6.3x 1L TL $1,350 L + 300 99.8 5.3% 95.0 6.8% 97.5 6.3% 2L TL $400 L + 700 99.0 9.4% 95.5 10.7% 98.0 10.2% BMC Software Inc (B3 / B) Jun-18 KKR TMT 5.0x / 7.0x 1L TL $3,300 L + 425 99.0 6.6% 96.2 7.8% 99.0 7.2% 1L TL €930 E + 475 99.0 4.8% 99.0 4.6% 99.6 4.5% Notes $1,825 T + 683 100.0 9.8% 91.1 11.5% 93.6 11.0% Notes €302 B + 824 100.0 8.4% 93.6 9.6% 91.9 9.9% Boyd Corp (B3 / B-) Aug-18 Goldman Sachs Chemicals 5.2x / 6.4x 1L TL $1,300 L + 350 99.5 5.8% 93.8 7.5% 93.0 7.7% 2L TL $315 L + 675 100.0 9.1% 92.0 11.1% 91.3 11.3% Refinitiv (B3 / B) Sep-18 Blackstone TMT 4.4x / 5.2x 1L TL $6,500 L + 375 99.8 6.1% 93.3 7.8% 97.1 7.1% 1L TL €2,750 E + 400 99.8 4.0% 98.0 4.0% 98.4 4.0% Notes $1,250 T + 325 100.0 6.3% 95.5 7.0% 99.3 6.4% Notes €860 B + 445 100.0 4.5% 100.0 4.5% 97.8 4.9% Notes $1,575 T + 525 100.0 8.3% 91.3 9.9% 95.4 9.1% Notes €365 B + 664 100.0 6.9% 93.5 8.0% 93.0 8.1% Akzo Nobel Chemicals (B2 / B+) Sep-18 Carlyle Group Chemicals 4.5x / 5.7x 1L TL $4,340 L + 325 99.5 5.6% 95.0 7.0% 95.0 7.0% 1L TL €1,790 E + 375 99.5 3.8% 98.3 3.7% 98.6 3.7% Notes $600 T + 494 100.0 8.0% 92.8 9.3% 94.8 9.0% Notes €485 B + 625 100.0 6.5% 93.1 7.7% 92.4 7.8% Envision Healthcare (B2 / B+) Sep-18 KKR Healthcare 5.4x / 7.1x 1L TL $5,050 L + 375 99.8 6.2% 93.0 7.9% 97.3 7.1% Notes $1,225 T + 571 100.0 8.8% 86.1 11.5% 90.5 10.6% Sedgwick CMS Holdings Inc (B3 / B) Nov-18 Carlyle Group Insurance 5.1x / 7.0x 1L TL $2,340 L + 325 99.8 5.9% 95.3 6.9% 98.3 6.4% LifePoint Hospitals Inc (B2 / B) Nov-18 Apollo Healthcare 4.0x / 5.6x 1L TL $3,400 L + 450 99.0 7.2% 94.6 8.3% 98.0 7.7% Notes $1,425 T + 665 100.0 9.8% 94.9 10.7% 98.4 10.0% Weighted Average1 99.6 94.4 96.7 Source: AdvantageData, LCD Research, LevFin Insights, Markit Note: Current trading as of 1/10/2019 1. Based on fixed EUR/USD FX of 1.14x as of 1/10/2019 6Confidential Forward Calendar Leveraged loan, HY, IG bridge forward calendar and recent pulled deals ($ in millions) Leveraged Loans Investment Grade / Bridge Financing Use of Use of Borrower Sponsor Industry Proceeds Amount Status Issuer Sponsor Industry Proceeds Amount Status Extreme Reach Spectrum Equity Investors Services & Leasing Refinancing 410 In Market NXP Semiconductor - Technology Share Buybacks $1,000 Fwd Calendar Ulterra Drilling Blackstone Group Oil & Gas LBO 415 In Market Brookfield Asset Mgmt. - Financial Services Acquisition 3,850 Fwd Calendar Quirch Foods Palladium Equity Partners Food & Beverage LBO 165 In Market Leggett & Platt - Retail Acquistion 900 Fwd Calendar Cast & Crew EQT Partners Services & Leasing LBO 740 In Market IBM - Computers & Electronics Acquistion 20,000 Fwd Calendar Blue Racer Midstream First Reserve Oil & Gas LBO 500 In Market Aqua America - Utilities Acquistion 5,100 Fwd Calendar Aimbridge Hospitality Advent International Real Estate LBO 350 In Market Grief - Packaging Acquistion 700 Fwd Calendar Hubbard Radio - Radio Acquisition 85 In Market Virtu - Services & Leasing Acquisition 1,500 In Market Altria - Tobacco Acquistion 2,400 Fwd Calendar MKS Instruments - Computers & Electronics Acquisition 650 In Market Nexstar - Broadcasting Acquistion 1,120 Fwd Calendar Edgewood Partners Oak Hill Capital Partners Insurance Acquisition 345 In Market Total $35,070 Duravant Warburg Pincus Manufacturing & Machine Acquisition 160 In Market High Yield / Bridge Financing C&D Technologies KPS Capital Partners Computers & Electronics Acquisition 400 In Market Apollo Infra Equity Apollo Management Services & Leasing Acquisition 275 In Market Use of T-Mobile - Telecom Merger 7,000 Forward - Public Issuer Sponsor Industry Proceeds Amount Status One Madison Rhone Capital LLC Forest Products Merger 650 Forward - Public XPO Logisticis - Transportation Refinance 500 Fwd Calendar FleetPride American Securities Capital PaAutomotive LBO 845 Forward - Public Nexstar Media - Broadcasting Acquisition 1,120 Fwd Calendar Emera Carlyle Group Utilities LBO 531 Forward - Public Vantage Energy - Energy Acquisition 400 Fwd Calendar Dun & Bradstreet - Services & Leasing LBO 3,130 Forward - Public Epic Crude Services Ares Management Oil & Gas Expansion/Capex 1,000 Forward - Public ConMed - Medical Technology Acquisition 365 Fwd Calendar Colfax - Industrial Acquisition 1,600 Fwd Calendar Victory Capital Crestview Partners Services & Leasing Corp Purpose 1,395 Forward - Public Platinum Eagle - Hospitality Acquisition 300 Fwd Calendar CommScope - Telecom Equipment Acquisition 5,500 Forward - Public Columbia Helicopter Bristow Aviation Services Acquisition 150 Fwd Calendar Energizer - Computers & Electronics Acquisition 500 Forward - Public Targa - Oil & Gas Refi | Acquisition 1,500 Fwd Calendar US Foods Clayton, Dubilier & Rice Food & Beverage Acquisition 1,500 Forward - Public Total $5,935 Univar Clayton, Dubilier & Rice Chemicals Acquisition 1,325 Forward - Public Pulled Deals Nexstar Broadcasting - Media Acquisition 3,600 Forward - Public II-VI - Computers & Electronics Acquisition 975 Forward - Public EW Scripps - Cable Acquisition 525 Forward - Public Issuer Sponsor Industry Facility | UoP Amount Date Pulled Total $34,471 Delachaux SA CVC Manufacturing Loan | Recap/IPO 213 6/14/2018 PHI Inc - Airlines HY | Refi 300 6/18/2018 Young Innovations Inc Jordan Company Healthcare Loan | Repricing 270 6/22/2018 SMB Shipping Logistics Ridgemont Equity Partners Transportation Loan | Acquisition 570 7/2/2018 Marlink AS APAX Partners Telecom Loan | Recap/IPO 190 7/18/2018 Valtris Specialty Chemicals HIG Capital Chemicals Loan | Acquisition 105 7/24/2018 World Triathalon Corp Providence Equity Partners Entertainment & Leisure Loan | Refi 271 7/24/2018 GPS Hospitality - Restaurants Loan | Refi 395 8/3/2018 SI Group SK Capital Partners Chemicals Loan | LBO 250 8/20/2018 Apergy Corporation - Computers & Electronics Loan | Refi 395 10/31/2018 Atlantica Yield - Renewables HY | Refi 300 11/19/2018 Essar Steel Algoma - Metals & Mining Loan | Exit 300 11/19/2018 Jason - Industrial Loan | A-to-E 383 11/27/2018 Sorenson - Communications Tools Loan | Refinancing 950 11/27/2018 ConvergeOne CVC Communications Data Loan | LBO 1,525 11/28/2018 Total $4,892 Source: Bloomberg, Company filings, LCD Note: Blue shading denotes launched, active syndications 7
Confidential Recent Transactions Selected U.S. institutional leveraged loan transactions (priced and in-market) ($ in millions) Corporate Allocated Borrower Sponsor Industry Use of Proceeds Ratings Cov-Lite Tenor Size Pricing In-Market Virtu Financial - Services & Leasing Acquisition Ba3 / B+ - 7.0 $1,500 L+350 / 0% / 99.25 In-Market Hubbard Radio LLC - Radio Acquisition B1 / B+ - 6.1 80 L+350 / 1% / 98.50 In-Market Duravant LLC Warburg Pincus Manufacturing & Machinery Acquisition B3 / B- - 5.4 160 L+400 - 425 / 98.00 In-Market Aimbridge Hospitality Advent International Real Estate LBO B2 / B - 7.0 350 L+425 - 450 / NA In-Market Quirch Foods Palladium Equity Partners Food & Beverage LBO NR / NR - 7.0 165 L+600 / 0% / 99.00 In-Market Cast & Crew Entertainment Services EQT Partners Services & Leasing LBO B3 / B Yes 7.0 740 L+425 / 0% / 98.00 In-Market MKS Instruments Inc - Computers & Electronics Acquisition NR / BB+ Yes 7.0 650 L+250 / 0% / 98.25 In-Market Edgewood Partners Insurance Center Inc Oak Hill Capital Partners Insurance Acquisition NR / NR - 5.7 295 L+425 / 1% / 99.00 1/11/2019 Cable One Inc - Cable Acquisition Ba3 / BB - 7.0 250 L+200 / 0% 12/14/2018 Excelitas Technologies Corp AEA Investors Computers & Electronics Acquisition B3 / B- Yes 6.0 80 L+350 / 1% / 95.50 12/21/2018 Pure Fishing Inc Sycamore Partners Entertainment & Leisure LBO NR / B - 7.0 435 L+450 / 0% / 96.00 12/6/2018 Construction Supply Group Sterling Group Building Materials Acquisition NR / NR - 4.6 45 L+600 / 1% / 99.50 12/17/2018 Callaway Golf Company - Entertainment & Leisure Acquisition Ba3 / BB- Yes 7.0 480 L+450 / 0% / 98.00 12/14/2018 TricorBraun Inc AEA Investors Chemicals Acquisition B3 / B- Yes 4.9 67 L+375 / 1% / 99.03 12/17/2018 Western Dental Services Inc New Mountain Capital Healthcare Acquisition B3 / B- - 4.5 145 L+450 / 1% / 95.00 12/19/2018 Quad/Graphics Inc - Printing & Publishing Acquisition Ba3 / BB- - 7.0 700 L+500 / 0% / 97.00 12/13/2018 Equitrans Midstream - Utilities Acquisition Ba3 / BB - 5.0 600 L+450 / 0% / 97.00 12/11/2018 BBB Industries LLC Genstar Capital Automotive Acquisition B3 / B- Yes 6.6 55 L+450 / 0% / 98.00 In-Market C&D Technologies Inc KPS Capital Partners Computers & Electronics Acquisition B3 / B- - 7.0 400 L+500 / 0% / 99.00 12/14/2018 Latham Pool Products Pamplona Capital Management Chemicals Acquisition B2 / B Yes 7.0 215 L+600 / 0% / 97.00 12/18/2018 Priority Payments - Computers & Electronics Corp Purpose NR / NR - 4.0 130 L+500 / 1% / 99.50 12/21/2018 Avalign Technologies Linden LLC Healthcare LBO B3 / B- - 7.0 200 L+450 / 0% / 99.00 12/18/2018 Bojangles’ Restaurants Inc Jordan Company Restaurants LBO B3 / B Yes 7.0 300 L+475 / 0% / 98.00 12/13/2018 GeoStabilization International Kohlberg, Kravis & Roberts Building Materials LBO NR / NR - 6.0 150 L+550 / 0% / 99.00 12/6/2018 Berlin Packaging LLC Oak Hill Capital Partners Metals & Mining LBO B3 / B- Yes 6.9 60 L+300 / 0% / 96.00 12/19/2018 Jostens Platinum Equity Printing & Publishing LBO B2 / B Yes 7.0 750 L+550 / 0% / 97.00 12/21/2018 ConvergeOne LLC CVC Services & Leasing LBO B3 / B- - 7.0 925 L+550 / 0% / 98.50 12/21/2018 Active Minerals International Golden Gate Capital Building Materials LBO NR / NR - 6.0 120 L+550 / 0% / 98.50 12/6/2018 CareerBuilder Apollo Management Computers & Electronics Recap/Dividend B2 / B+ Yes 4.7 65 L+675 / 1% / 99.50 12/14/2018 CPV Shore Holdings - Utilities ecap/Stock Repurchas NR / NR - 7.0 425 L+375 / 0% / 99.00 12/19/2018 Cambium Learning Inc Veritas Capital Not for Profit LBO B3 / B- - 6.0 320 L+450 / 0% / 95.00 12/5/2018 Corel Corp Vector Capital Computers & Electronics Acquisition B2 / B - 5.5 95 L+500 / 0% / 99.50 11/28/2018 LegalZoom.com, Inc Permira Services & Leasing Recap/Dividend B3 / B- Yes 6.0 535 L+450 / 0% / 99.00 12/3/2018 Atlantic Aviation Corporation Macquarie Aerospace & Defense Recap/Dividend Ba3 / BB- - 7.0 1,025 L+375 / 0% / 99.00 11/20/2018 CentralSquare Bain Capital Computers & Electronics Acquisition B3 / B- Yes 6.7 60 L+375 / 0% / 99.88 11/21/2018 Hunterstown Platinum Equity Utilities Recap/Dividend NR / NR Yes 6.5 50 L+425 / 1% / 99.50 11/28/2018 Safe Fleet Acquisition Corp Oak Hill Capital Partners Building Materials Acquisition B3 / B- Yes 6.2 65 L+375 / 1% / 97.25 11/20/2018 ADT Corporation - Services & Leasing Acquisition B1 / B+ Yes 3.4 425 L+275 / 1% / 99.50 11/20/2018 Imperva Thoma Bravo LLC Computers & Electronics LBO B3 / B- Yes 7.0 760 L+400 / 0% / 99.50 12/6/2018 Dealer Tire LLC Bain Capital Automotive LBO B2 / B - 7.0 975 L+550 / 0% / 95.00 11/16/2018 Dana Incorporated - Automotive Acquisition Ba3 / BB Yes 7.0 450 L+225 / 0% / 99.50 11/21/2018 Flynn Restaurant Teachers’ Private Capital Restaurants Acquisition B3 / B Yes 6.5 215 L+350 / 0% / 97.50 11/20/2018 Hearthside Food Solutions Charlesbank Capital Partners Food & Beverage Acquisition B3 / B Yes 6.5 515 L+400 / 0% / 99.00 11/13/2018 Celestica Inc - Computers & Electronics Acquisition Ba2 / BB Yes 6.5 250 L+250 / 0% / 99.00 11/16/2018 Edgewater Generation - Oil & Gas Acquisition NR / NR Yes 7.0 925 L+375 / 0% / 99.75 Source: Factset, LCD Note: Blue shading denotes launched, active syndications; “NA” denotes not available 8Confidential Recent Transactions (cont’d) Selected U.S. bond transactions (priced and in-market) ($ in millions) High Yield Priced Issuer Sponsor Industry Use of Proceeds Issue Ratings Issue Structure Size Price Yield Spread 1/11/2019 Targa Resources Partners - Oil & Gas Corp Purpose Ba3 / BB Senior Notes 10NC5 $750 100.000 6.875% 415 bps 1/11/2019 Targa Resources Partners - Oil & Gas Corp Purpose Ba3 / BB Senior Notes 8.5NC3 750 100.000 6.500% 381 bps 11/29/2018 Mercer International Inc - Forest Product M&A/Acquisition Ba3 / BB- Senior Notes 6NC2 350 100.000 7.375% 446 bps 11/15/2018 Vantage Drilling Company - Oil & Gas Refinancing Caa1 / B enior Secured Note 5NC1 350 100.000 9.250% 630 bps 11/15/2018 Avation PLC - Services & Leasing Refinancing NR / B Senior Notes 2CALL 50 99.750 6.500% 371 bps 11/14/2018 LifePoint Hospitals Inc Apollo Management Healthcare M&A/LBO Caa1 / CCC+ Senior Notes 8NC- 1,425 100.000 9.750% 665 bps 11/14/2018 HC2 Holdings Inc Harbinger Capital Partners Telecom Refinancing Caa1 / B- enior Secured Note 3NC1 470 98.750 11.500% NA 11/7/2018 Mednax - Healthcare Refinancing Ba2 / BBB- Sr. Notes 7NC3 500 100.000 6.250% 306 bps 11/2/2018 Kirs Group - Insurance Acquisition B3 / NR Sr. Sec. Notes 10NCL 235 90.000 8.625% 842 bps 11/1/2018 Gray Television Inc - TV Acquisition B3 / B+ Sr. Notes 8NC3 750 100.000 7.000% 389 bps 11/1/2018 DAE Aviation Holdings Inc - Aerospace & Defense Refinancing Ba2 / BB+ Sr. Notes 7NC3 500 100.000 5.750% 279 bps Selected Large Investment Grade Selected Pricing Detail Priced Issuer Sponsor Industry Use of Proceeds Issue Ratings Structure Total $ Term Price Yield Spread 1/8/2019 Marsh & McLennan Cos. Inc. (HG 1/19) - Insurance Acquisition Baa1 / A- 6 Tranches $5,000 10.0 99.965 4.375% 165 bps 11/28/2018 Archer Daniels Midland (HG 11/18) - Food & Beverage Acquisition A2 / A 2 Tranches 1,000 30.0 98.945 4.500% 123 bps 11/27/2018 WestRock Co (HG 11/18) - Forest Product Acquisition Baa2 / BBB 2 Tranches 1,500 10.0 99.951 4.900% 185 bps 11/19/2018 Takeda Pharmaceutical (HG 11/18) - Healthcare Acquisition A2 / A- 4 Tranches 5,500 30.0 99.580 5.000% 200 bps 11/14/2018 DowDuPont Inc. - Chemicals Spinoff Baa1 / A- 9 Tranches 12,700 10.0 100.000 4.725% 160 bps 10/22/2018 Constellation Brands Inc. - Food & Beverage Acquisition Baa3 / BBB 4 Tranches 2,150 10.0 99.720 4.650% 150 bps 10/15/2018 Conagra Brands Inc. - Food & Beverage Acquisition Baa2 / BBB 7 Tranches 7,025 10.0 99.967 4.850% 170 bps LTM Volume Distribution (Tenor, Rating) ($ in billions) LTM Monthly Average Yield and Volume (UoP) ($ in billions) $300 $140 5.0% YTD Weighted Avg. $269 $125 4.418% Term: 10.9 years $119 4.5% $250 $120 $112 $111 $105 4.0% $210 $211 $99 $100 $92 3.5% $200 $184 $87 $88 $76 3.0% $80 $150 2.5% $118 $59 $60 $50 2.0% $100 $77 $40 1.5% $50 1.0% $20 $8 0.5% $ - $ - 0.0% 2 year 3 year 7 year 5 year 10 year 30 year Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Aa or better A1 A2 A3 Baa1 Baa2 Baa3 Ba or worse M&A/LBO Refinancing Buyback/Dividend (Recapitalization) GCP/Other Source: LCD Note: Blue shading denotes launched, active syndications; “NA” denotes not available 9
Preliminary Draft - Confidential Discussion Materials Prepared for The Conflicts Committee of the Board of Directors of American Midstream GP, LLC Investor Letter Analysis January 17, 2019Preliminary Draft - Confidential These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors of American Midstream GP, LLC (the “Conflicts Committee”), the general partner of American Midstream Partners, L.P., 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 by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Conflicts Committee, 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 Partnership 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 Partnership. 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 for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee 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 of its affiliates 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.
Preliminary Draft - Confidential Investor Letter Analysis Peer Group Trading Comparison In its January 7, 2019 letter to the Conflicts Committee, OFI Steelpath, Inc. (“Steelpath”) provided a valuation of American Midstream Partners, LP (“AMID”) units utilizing a peer trading analysis Steelpath’s analysis derived a value of $9.36 to $9.43 per unit versus $5.25 to $6.98 utilizing the same analysis but with the forward projections for AMID as provided by AMID management on January 9, 2019 (the “AMID Financial Projections”) It appears as though Steelpath may have subtracted growth capital expenditures from debt instead of adding growth capital expenditures to debt resulting in $150 million lower net debt in Steelpath’s analysis ($75 million of capital expenditures assumed) and may have excluded the proceeds from the sale of refined products terminals ($125 million in proceeds) Adjusting for this and the updated convertible preferred liquidation value results in a value per unit that is lower by $1.39 ($25 million in net debt / 54.2 million units) In its October 4, 2018 letter to the Conflicts Committee, Recurrent Investment Advisors (“Recurrent”) utilized a broad set of midstream energy infrastructure trading peers (31 partnerships / companies, including general partners) in its peer trading analysis of AMID Shifting market conditions since October 2018 reduced the median 2019E Enterprise Value / EBITDA multiple among Recurrent’s peer group from 10.9x as of October 2018 to 9.9x as of January 11, 2019 and increased the median 2019E Distribution Yield from 9.4% as of October 2018 to 11.9% as of January 11, 2019 Steelpath and Recurrent applied peer trading multiples on a total estimated Partnership EBITDA and distributable cash flow Given the contractual decline in Delta House’s cash flows, Evercore applied: (i) an Enterprise Value / EBITDA multiple to 2019E and 2020E adjusted EBITDA excluding Delta House and (ii) an Enterprise Value / EBITDA multiple to 2025E Delta House Class A distributions attributable to AMID and added to that sum, the discounted Delta House cash flows from March 31, 2019E to December 31, 2024E in excess of 2025E cash flows at a 9.5% WACC Steelpath and Recurrent valued Delta House’s cash flows on an equivalent basis with AMID’s other business segments Source: Investor letters, Factset 1Preliminary Draft - Confidential Investor Letter Analysis OFI Steelpath Peer Group Multiples / Yield ($ in millions, except per unit or share amounts) Steelpath Letter Peer Trading Comparison Evercore Steelpath Steelpath Sector Average Sector Average 8.5x 8.1x 5.5 5.4 14.5% 14.2% Evercore Analysis of Steelpath’s Sector Peers Price Equity Enterprise Enterprise Value / EBITDA Price / DCF Distribution Yield Partnership / Corporation 1/11/19 Value Value 2020E 2020E 2020E Crestwood Equity Partners LP $30.79 $2,262.7 $4,659.5 8.7x 6.1x 8.4% Genesis Energy, L.P. 21.08 2,584.0 6,990.3 9.6 6.4 11.5% Martin Midstream Partners L.P. 11.41 454.5 1,150.0 6.6 4.9 17.5% NGL Energy Partners LP 10.56 1,308.0 3,951.0 7.5 4.6 15.5% Summit Midstream Partners, LP 12.83 960.3 2,863.7 8.3 4.8 17.9% Mean 8.1x 5.4x 14.2% Median 8.3 4.9 15.5% Source: FactSet, Public filings, OFI Steelpath, Inc. letter dated January 7, 2019 2
Preliminary Draft - Confidential Investor Letter Analysis OFI Steelpath Inc. Valuation ($ in millions, except per unit amounts) Steelpath Financial Projections 2019E 2020E EBITDA EBITDA 1H 2018 Run-Rate EBITDA $195.0 2019E Run-Rate EBITDA $170.0 Refined Products Terminals EBITDA (12.5) $300MM in Asset Sales at 10.0x 1 (10.0) $300MM in Asset Sales at 10.0x 1 (20.0) $75MM in Organic Growth at 5.0x 2 15.0 $75MM in Organic Growth at 5.0x 2 7.5 Total 2020E EBITDA $175.0 Total 2019E EBITDA $170.0 Distributable Cash Flow Distributable Cash Flow 2019 Run-Rate Distributable Cash Flow $76.9 1H 2018 Run-Rate Distributable Cash Flow $85.0 Increase in 2020E EBITDA 5.0 Reduction in 2019E EBITDA3 (25.0) Interest Savings on $300MM in Asset Sales1 4.7 Interest Savings on Refinery Assets Sale 5.9 Change in Interest Expense due to Growth Capital Expenditures2 0.4 Interest Savings on $300MM in Asset Sales1 9.4 Removal of 2019 One-Time Interest Adjustment 1.1 Change in Interest Expense due to Growth Capital Expenditures2 0.1 Reduction in Maintenance Capital Expenditures1 1.3 Interest Adjustment for Higher Interest Rate (1.1) Total 2020E Distributable Cash Flow $89.5 Reduction in Maintenance Capital Expenditures1 2.7 Total 2019E Distributable Cash Flow $76.9 Valuation EV / 2020E EBITDA Price / 2020E DCF 2020E EBITDA $175.0 2020E Distributable Cash Flow $89.5 Relevant Multiple 8.5x Relevant Multiple 5.5x Implied Enterprise Value $1,494.5 Equity Value $495.8 Less: Implied Net Debt, NCI and Convertible Preferred Units3 (995.0) Implied Total Outstanding Units 53.0 Total Common Equity Value $499.5 Implied Common Unit Value $9.36 Implied Total Outstanding Units 53.0 Implied Common Unit Value $9.43 Adjustments to Correct Net Debt and Convertible Preferred Units Implied Enterprise Value $1,494.5 Less: Net Debt , NCI and Convertible Preferred Units3 (995.0) Less: Adjustment for Preferred Liquidation Preference (38.8) Less: Reversal of $75 million of Capital Expenditures Subtracted by Steelpath from Debt (150.0) Plus: Proceeds from Refined Products Terminals Asset Sale 125.0 Total Common Equity Value $435.7 Implied Total Outstanding Units 54.2 Implied Common Unit Value (Adjusted for Net Debt and Convertible Preferred) $8.04 Source: OFI Steelpath, Inc. letter dated January 7, 2019 1. Assumes asset sales effective May 1, 2019 2. Assumes organic growth projects in-service July 1, 2019 3. Assumes AMID’s 10-Q net debt of $1,056.2 million (debt of $1,104.7 million, cash of $22.8 million and restricted cash of $25.7 million), $300.0 million in asset sales (excluding the $125.0 million in proceeds from the Refined Products Terminals sale) and $75.0 million in capital expenditures (applied as a source of cash in Steelpath’s calculation instead of a use of cash) to arrive at $681.2 million in net debt; the addition of $13.8 million in NCI and $300.0 million in convertible preferred value total $995.0 million 3Preliminary Draft - Confidential Investor Letter Analysis OFI Steelpath, Inc. Valuation – AMID Financial Projections ($ in millions, except per unit amounts) Valuation – AMID Financial Projections EV / 2020E EBITDA Price / 2020E DCF 2020E EBITDA $203.8 2020E DCF $125.1 Less: Divested Run-Rate 2020E EBITDA1 (43.2) Less: Divested Run-Rate 2020E EBITDA1 (43.2) Plus: Corporate G&A Savings1 2.9 Plus: Corporate G&A Savings1 2.9 Adjusted 2020E EBITDA $163.5 Plus: Divested Asset Maintenance Capex1 4.1 Relevant Multiple 8.5x Plus: Interest Savings from Proceeds from Assumed Asset Sales2 24.4 Adjusted 2020E DCF $113.3 Implied Enterprise Value $1,389.6 Relevant Multiple 5.5x Less: Net Debt3 (1,079.7) Less: Convertible Preferred Units4 (338.8) Implied Equity Value $623.4 Plus: Proceeds from Assumed Asset Sales1 407.0 Less: Liquidation Value of Preferred Equity4 (338.8) Total Implied Common Equity Value $378.1 Implied AMID Common Equity Value $284.5 Total Outstanding Units5 54.2 Total Outstanding Units 54.2 Implied Common Unit Value $6.98 Implied Common Unit Value $5.25 Implied Enterprise Value $1,389.6 Implied Equity Value $623.4 Impact of Valuing Delta House Based on 2025E Distributions + Incremental Cash Flow Impact of Valuing Delta House Based on 2025E EBITDA + Incremental Cash Flow 2020E Delta House Class A Distributions (35.65%) ($59.9) 2020E Delta House EBITDA (35.65%) ($87.0) 2025E Delta House Class A Distributions (35.65%) 28.7 2025E Delta House EBITDA (35.65%) 39.1 Net Difference in 2025E and 2020E Delta House Class A Distributions ($31.2) Net Difference in 2025E and 2020E Delta House EBITDA ($47.8) Relevant Multiple 5.5x Relevant Multiple 8.5x Implied Valuation of Delta House Variance ($171.5) Implied Valuation of Delta House Variance ($406.4) Plus: Present Value of Delta House Cash Flows from March 31, 2019E to Plus: Present Value of Delta House Cash Flows from March 31, 2019E to December 31, 2024E in excess of 2025E Cash Flows at 9.5% $115.0 December 31, 2024E in excess of 2025E Cash Flows at 9.5% $115.0 Implied Equity Value $566.8 Implied Adjusted Enterprise Value $1,098.2 Less: Liquidation Value of Preferred Equity4 (338.8) 3 Implied AMID Common Equity Value $228.0 Less: Net Debt (1,079.7) Less: Convertible Preferred Units4 (338.8) Total Outstanding Units5 54.2 Plus: Proceeds from Assumed Asset Sales1 407.0 Implied Common Unit Value $4.21 Total Implied Common Equity Value $86.7 Total Outstanding Units5 54.2 Implied Common Unit Value $1.60 1. Assumes the divestiture of Bakken Crude Oil Gathering for $40.0 million in April 2019, divestiture of Chatom-Bazor-Glade for $10.0 million in April 2019, divestiture of Silver Dollar Pipeline in June 2019 for $150.0 million and divestiture of Natural Gas Transportation for $207.0 million in June 2019 2. Assumes proceeds used to pay down revolving credit facility at an approximately 6.5% interest rate subject to leverage grid 3. Projected as of March 31, 2019; net debt pro forma for the sale of refined products terminals 4. Total projected liquidation value as of March 31, 2019 adjusted for accrued 4Q18 and 1Q19 distributions and accrued interest on 4Q18 distribution 5. Total projected units outstanding as of March 31, 2019; including 1,049,659 general partner units and 378,478 LTIP units issued in Q4 2018 and Q1 2019 4
Preliminary Draft - Confidential Investor Letter Analysis Recurrent Peer Group Multiples / Yield Source: Recurrent Investment Advisors letter dated October 4, 2018 EvERCORE 5 Preliminary Draft - Confidential Investor Letter Analysis Recurrent Peer Group Multiples / Yield ($ in millions, except per unit or share amounts) Evercore’s Analysis of Recurrent’s Peer Group Price Equity Enterprise Enterprise Value / EBITDA DCF Yield Partnership / Corporation 1/11/19 Value Value 2019E 2020E 2019E 2020E General Partners EQT GP Holdings, LP $19.97 $6,040.1 $5,084.2 11.0x 8.9x 7.3% 8.3% Diversified Andeavor Logistics LP 36.64 8,994.5 14,387.5 9.9 9.2 12.5% 13.4% DCP Midstream Partners, LP 31.50 4,606.6 10,394.0 8.4 7.4 13.1% 15.8% Enable Midstream Partners, LP 14.81 6,416.0 10,574.0 9.4 9.2 12.2% 12.5% Energy Transfer LP 15.04 39,361.2 115,871.2 11.0 10.7 15.0% 15.1% Enterprise Products Partners L.P. 27.03 58,963.9 81,885.0 10.9 10.4 10.0% 10.3% MPLX LP 33.16 26,372.9 40,851.9 10.5 9.7 11.3% 12.4% Liquids Transportation & Storage BP Midstream Partners LP 16.57 1,735.7 2,484.4 11.5 9.1 10.1% NM Buckeye Partners, L.P. 31.75 4,878.8 8,627.7 9.6 9.0 11.9% 12.8% Holly Energy Partners, L.P. 29.72 3,137.6 4,636.6 12.8 12.4 9.1% 9.3% Magellan Midstream Partners, L.P. 61.70 14,079.6 18,133.7 12.2 11.3 8.3% 9.1% NuStar Energy LP 25.00 2,676.1 6,525.2 9.5 8.8 12.0% 12.9% Phillips 66 Partners LP 47.99 6,063.0 9,631.0 7.9 6.9 8.9% 10.0% Plains All American Pipeline, L.P. 23.41 17,002.0 28,633.0 10.2 10.2 11.2% 10.9% Shell Midstream Partners, L.P. 18.62 4,252.4 6,167.3 7.4 6.3 12.0% 10.5% Valero Energy Corporation 78.47 33,295.5 40,198.5 6.0 4.9 NM NM Natural Gas Transportation & Storage Cheniere Energy Partners, L.P. 37.89 18,713.3 34,772.3 13.0 11.9 11.5% NM EQT Midstream Partners, LP 44.77 9,646.0 13,096.6 10.0 8.0 10.4% 13.0% TC PipeLines, LP 32.36 2,354.6 4,658.6 10.6 10.5 16.2% 16.2% Producer Sponsored G&P Antero Midstream Partners LP 23.20 4,339.6 6,454.4 7.1 5.6 12.4% 16.3% CNX Midstream Partners LP 17.49 1,135.8 1,640.8 7.0 6.0 14.0% 17.0% Hess Midstream Partners LP 19.73 1,098.8 1,064.2 9.6 7.6 9.5% 11.8% Noble Midstream Partners LP 32.01 1,269.7 2,527.9 8.5 7.1 16.1% 17.4% Oasis Midstream Partners LP 19.02 638.7 1,085.5 7.7 6.3 19.2% 22.5% Gathering & Processing Crestwood Equity Partners LP 30.79 2,262.7 4,659.5 9.9 8.7 12.0% 14.4% EnLink Midstream, LLC 11.00 6,489.5 12,047.2 10.7 9.8 11.9% 12.7% Western Gas Equity Partners, LP 30.64 13,879.9 10,645.3 12.4 11.3 9.4% 9.7% Mean 9.7x 8.7x 11.9% 13.2% Median 9.9 9.0 11.9% 12.8% Recurrent Mean 10.6x 10.0x 9.8% 10.4% Recurrent Median 10.9 10.2 9.4% 10.0% Source: FactSet, Public filings Note: Analysis excludes partnerships no longer publicly traded and those who entered into definitive agreement to be acquired include Valero Energy Partners, LP (replaced with Valero Energy Corporation), Spectra Energy Partners, LP, Dominion Energy Midstream Partners, LP, Western Gas Partners, LP (replaced with Western Gas Equity Partners, LP) and EnLink Midstream Partners, LP (replaced with EnLink Midstream, LLC) 6
Preliminary Draft - Confidential Investor Letter Analysis Recurrent Valuation ($ in millions, except per unit amounts) EV / 2019 EBITDA Approach – Recurrent DCF Yield Approach – Recurrent ArcLight Offer Price $6.10 AMID Quarterly Distribution per Unit $0.10 Common Units Outstanding 53.0 Total Units Outstanding (MM) 53.0 Market Capitalization $323.2 Quarterly Distribution $5.5 Preferred Unit Conversion Value 293.6 Net Debt Outstanding 867.7 Current Annual Distribution Rate 21.8 Enterprise Value $1,484.5 Dividends Not Paid per Year (coverage) 65.0 Midpoint 2018E EBITDA Guidance 195.0 Distributable Cash Flow (per Guidance) $86.8 Midpoint 2019E EBITDA Guidance 216.9 Current AMID Distributable Cash Flow per Unit Guidance $1.64 Implied EV / 2019E EBITDA 7.6x 2019E AMID Distributable Cash Flow per Unit Guidance 2.02 Implied EV / 2018E EBITDA 6.8 Median 2019E DCF Yield – J.P. Morgan 9.4% J.P. Morgan 2019E EV / EBITDA Multiple 10.9x Median 2019E DCF Yield – Barclays ETP Fairness Opinion Multiple 9.0% Barclays 2019E EV / EBITDA ETP Fairness Opinion Multiple 11.7 AMID Equity Value – Current Yield – J.P. Morgan $17.44 Implied AMID Enterprise Value – J.P. Morgan Multiple $2,364.4 AMID Equity Value – Current Yield – Barclays ETP Fairness Opinion Multiple 18.21 Implied AMID Enterprise Value – Barclays ETP Fairness Opinion Multiple 2,538.0 Implied AMID Enterprise Value – Average $2,451.2 AMID Equity Value – 2019E – J.P. Morgan $21.46 Less: Net Debt and Preferred Equity (1,161.3) AMID Equity Value – 2019E – Barclays ETP Fairness Opinion Multiple 22.41 Implied Equity Value $1,289.9 Common Units Outstanding 53.0 Common Units Outstanding 53.0 Implied Common Unit Value - 2019E DCF Yield $21.94 Implied Common Unit Value - Midpoint JPM / Barclays $24.35 Source: Recurrent Investment Advisors letter dated October 4, 2018 7Preliminary Draft - Confidential Investor Letter Analysis Recurrent Valuation – AMID Financial Projections / Updated Market Metrics ($ in millions, except per unit amounts) EV / 2019 EBITDA Approach – Recurrent DCF Yield Approach – Recurrent 2019E EBITDA $212.4 2019E Distributable Cash Flow $120.5 Less: Divested Run-Rate 2019E EBITDA1 (37.4) Less: Divested Run-Rate 2019E EBITDA2 (37.4) Plus: Run-Rate Corporate G&A Savings1 2.9 Plus: Run-Rate Corporate G&A Savings 2.9 Adjusted 2019E EBITDA $177.8 Plus: Divested Run-Rate 2019E Maintenance Capex 4.5 Less: Cash Distribution on Preferred Units (33.4) Median Recurrent Peer Group 2019E EV / EBITDA Multiple 9.9x Less: Interest Expense Associated with Cash Distribution on Preferred Units (2.6) Implied AMID Enterprise Value $1,760.6 Plus: Interest Savings from Proceeds from Assumed Asset Sales1 26.9 3 2019E Distributable Cash Flow $81.3 Less: Net Debt ($1,079.7) Less: Convertible Preferred Equity4 (338.8) 1 2019E AMID Distributable Cash Flow per Unit $1.50 Plus: Proceeds from Asset Sales 407.0 Implied Equity Value $749.1 Median 2019E DCF Yield – Recurrent Peer Group 11.9% Common Units Outstanding5 54.2 Implied Common Unit Value - 2019E DCF Yield $12.61 Implied Common Unit Value - Midpoint Recurrent Peer Group $13.82 Impact of Valuing Delta House Based on 2025E Distributions + Incremental Cash Flow 2019E Delta House Class A Distributions (35.65%) ($93.9) Implied AMID Enterprise Value $1,760.6 2025E Delta House Class A Distributions (35.65%) 28.7 Impact of Valuing Delta House Based on 2025E EBITDA + Incremental Cash Flow Net Difference in 2025E and 2020E Delta House Class A Distributions ($65.1) 2019E Delta House EBITDA (35.65%) ($90.2) Median 2019E DCF Yield - Recurrent Peer Group 11.9% 2025E Delta House EBITDA (35.65%) 39.1 Net Difference in 2025E and 2020E Delta House EBITDA ($51.0) Implied Adjustment to Equity Value ($547.4) Relevant Multiple 9.9x Plus: Present Value of Delta House Cash Flows from March 31, 2019E to Implied Valuation of Delta House Variance ($505.3) December 31, 2024E in excess of 2025E Cash Flows at 9.5% $115.0 Plus: Present Value of Delta House Cash Flows from March 31, 2019E to Total Implied Adjustment to Equity Value ($432.5) December 31, 2024E in excess of 2025E Cash Flows at 9.5% $115.0 5 Common Units Outstanding 54.2 Implied Enterprise Value $1,370.3 Total Implied Adjustment to Equity Value (per Unit) ($7.98) Less: Net Debt3 ($1,079.7) 4 Implied Common Unit Value - 2019E DCF Yield $4.63 Less: Convertible Preferred Units (338.8) Plus: Proceeds from Assumed Asset Sales1 407.0 Total Implied Common Equity Value $358.8 Common Units Outstanding5 54.2 Implied Common Unit Value $6.62 Source: Recurrent Investment Advisors letter dated October 4, 2018 1. Assumes the divestiture of Bakken Crude Oil Gathering for $40.0 million in April 2019, divestiture of Chatom-Bazor-Glade for $10.0 million in April 2019, divestiture of Silver Dollar Pipeline in June 2019 for $150.0 million and divestiture of Natural Gas Transportation for $207.0 million in June 2019 2. Assumes proceeds used to pay down revolving credit facility at an approximately 6.5% interest rate subject to leverage grid 3. Projected as of March 31, 2019; net debt pro forma for the sale of refined products terminals 4. Total projected liquidation value as of March 31, 2019 adjusted for accrued 4Q18 and 1Q19 distributions and accrued interest on 4Q18 distribution 5. Total projected units outstanding as of March 31, 2019; including 1,049,659 general partner units and 378,478 LTIP units issued in Q4 2018 and Q1 2019 8
Preliminary Draft - Confidential Investor Letter Analysis Peer Group Trading Comparison – Evercore ($ in millions, except per unit or share amounts) Evercore’s Selected Peers for AMID Price Equity Enterprise Enterprise Value / EBITDA Price / DCF Distribution Yield DCF Yield Partnership / Corporation 1/11/19 Value Value 2019E 2020E 2019E 2020E 2019E 2020E 2019E 2020E Offshore Pipelines Plains All American Pipeline, L.P. $23.41 $17,002.0 $28,633.0 10.2x 10.2x 9.2x 8.5x 5.6% 6.3% 11.2% 10.9% Genesis Energy, L.P. 21.08 2,584.0 6,990.3 10.0 9.6 6.3 6.4 10.9% 11.5% 16.4% 15.8% Shell Midstream Partners, L.P. 18.62 4,252.4 6,167.3 7.4 6.3 9.5 8.5 9.2% 9.9% 12.0% 10.5% Mean 9.2x 8.7x 8.4x 7.8x 8.6% 9.2% 13.2% 12.4% Median 10.0 9.6 9.2 8.5 9.2% 9.9% 12.0% 10.9% Natural Gas Gathering and Processing CNX Midstream Partners LP $17.49 $1,135.8 $1,640.8 7.0x 6.0x 5.9x 5.5x 9.0% 10.3% 14.0% 17.0% Crestwood Equity Partners LP 30.79 2,262.7 4,659.5 9.9 8.7 7.0 6.1 8.1% 8.4% 12.0% 14.4% DCP Midstream Partners, LP 31.50 4,606.6 10,394.0 8.4 7.4 6.3 6.1 9.9% 10.1% 13.1% 15.8% Enable Midstream Partners, LP 14.81 6,416.0 10,574.0 9.4 9.2 8.0 7.5 8.6% 8.9% 12.2% 12.5% Hess Midstream Partners LP 19.73 1,098.8 1,064.2 9.6 7.6 8.5 7.7 8.2% 9.4% 9.5% 11.8% Noble Midstream Partners LP 32.01 1,269.7 2,527.9 8.5 7.1 5.8 5.6 8.2% 9.8% 16.1% 17.4% Summit Midstream Partners, LP 12.83 960.3 2,863.7 8.8 8.3 4.6 4.8 17.9% 17.9% 21.2% 21.8% Targa Resources Corp. 42.08 9,648.2 17,724.0 11.5 9.1 6.2 5.0 8.7% 8.8% 10.3% 12.5% Mean 9.1x 7.9x 6.5x 6.0x 9.8% 10.5% 13.5% 15.4% Median 9.1 7.9 6.3 5.8 8.6% 9.6% 12.7% 15.1% Steelpath Peer Group (per January 7, 2019 Letter) Mean NA 8.5x NA 5.5x NA 14.5% Median NA NA NA NA NA NA Recurrent Peer Group (per October 4, 2018 Letter) Mean 10.6x 10.0x 10.8x 9.9x 9.8% 10.4% Median 10.9 10.2 10.8 10.0 9.4% 10.0% Source: FactSet, Public filings 9