Go Private Assumptions Draft General Assumptions Purchase Price Analysis ($ in millions, except per unit amounts) HLND HPGP4.0 million of HLND and 8.4 million units of HPGP are purchased for total consideration of $44.2 Current Units Units % of Total $ Value (MM) Units % of Total % Mkt Value Harold Hamm 0 0.0% $0.0 13,244,675 61.3% $31.4 million. HPGP Ownership 5,381,471 57.6% 27.6 0 0.0% 0.0$6.16 per HLND unit Purchased Units Other Insiders 58,748 0.6% $0.3 203,808 0.9% $0.5$2.37 per HPGP unit Total Insiders 5,440,219 58.2% $27.9 13,448,483 62.2% $31.9 Institutional Ownership 2,529,290 27.1% 13.0 6,016,139 27.8% 14.38.6x 2009E EBITDA based on strip case Public Ownership 1,372,826 14.7% 7.0 2,142,878 9.9% 5.1Transaction close on 12/31/08. Total Purchased 3,960,864 42.4% $20.3 8,362,825 38.7% $19.8 Total Outstanding 9,342,335 100.0% $47.9 21,607,500 100.0% $51.2$1.0 million in savings from elimination of public Current Unit Price $5.13 $2.37 company costs. Current Market Value of Purchased Units $20.3 $19.8Free cash flow used to repay revolver. Implied Market Capitalization $47.9 $51.2 Current Unit Price $5.13 $2.37Dividends allowed with leverage below 4.0x % Premium 20.0% 0.0% debt/EBITDA Purchase Price per Unit $6.16 $2.37 Minority Stake Purchase Price $24.4 $19.8Acquisition financed with revolver and cash from Implied Equity Value $57.5 $51.2 equity investor(s). Net Debt Outstanding 254.1 0.7 Enterprise Value $311.6 $51.9Target leverage at close of 4.0x 2009E EBITDA 2009E EBITDA (Base) $42.4Existing revolver remains in place 2009E EBITDA (Upside) $62.0 Implied Multiple of 2009E EBITDA (Strip) 7.4xRequires $85.3 million in additional equity to Implied Multiple of 2009E EBITDA (Upside) 5.0x comply with debt covenants. Total Purchase Price $44.2 Total Implied Equity Value $108.7Interest expense based on current pricing grid. Total Net Debt 254.8 Total Enterprise Value $363.5 Implied Multiple of 2009E EBITDA (Strip) 8.6x Implied Multiple of 2009E EBITDA (Upside) 5.9x 1 Assumes savings of $450K for K-1/Tax Prep Fees, $300K of lower Board Fees and $250K of savings for Other Public Company costs (D&O, non-deal roadshow travel, conferences, etc.). Project Double Barrel 40 |