Guggenheim Securities and Goldman Sachs Project Grand Central: Potential Simplification Transaction Alternatives November 24, 2018 Confidential
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Executive Summary Today, we will review the following simplification alternatives: A) EQGP Minority Buyout via wallcrossing of Investors followed by tender offer and/or limited call right EQM IDR Buy-in for EQM units as second step Wallcrossing de-risks tender offer execution and may achieve >95% ownership needed to invoke the limited call right Most time-efficient alternative ~6 weeks Allows for use of leverage to achieve greater ETRN ownership of the MLP and provides greater visibility in the negotiation of IDR value However, it introduces leverage at ETRN and is subject to a 13e-3 process If wallcrossing does not provide enough comfort, pivot to merger B1) Merger with EQM as the acquiror 3-6 months Allows for greater ETRN ownership of the MLP than B2 below Requires unitholder vote, but 91% ownership of EQGP by ETRN assures approval B2) Merger with EQGP as acquiror 3-6 months Requires unitholder vote, with only 31% owned by ETRN (1) We concur with Management’s recommendation to proceed with path A, and be ready to pivot to the B1 merger path if response to wallcrossing is not sufficient to take EQGP private _ (1) Reflects ETRN plus EQGP ownership in EQM. 1
Agenda 1 Market Context and Relative Trading 2 Comparison of Transaction Alternatives 3 Pricing Considerations 4 Post-Transaction Simplification Considerations 5 Tactical Considerations 2
EQGP / EQM Exchange Ratio Over Time 1 0.475 x 60 % 0.450 x 55 % 0.425 x 0.400 x 50 % 0.375 x 0.350 x 45 % 0.330 x 0.325 x 0.300 x 40 % 39 % 0.275 x 0.250 x 35 % May-15 Nov-15 May-16 Nov-16 May-17 Nov-17 May-18 Nov-18 _ Source: Factset (11/23/18). (1) GP / IDRs value calculated as the market capitalization of EQGP less the value of EQM LP units owned by EQGP. Total Midstream Value calculated as the sum of EQM’s market cap. and the value of the GP / IDRs. 3 More Favorable for EQM More Favorable for EQGP EQGP / EQM Exchange Ratio Implied GP / IDRs % of Total Midstream Value (1) EQGP / EQM Exchange RatioGP / IDRs % of Total Midstream Value(1)
Key Considerations of the Transaction Alternatives 2 Wallcrossing Plus Tender Offer and/or Limited Call Right EQM Acquires EQGP EQGP Acquires EQM (may not be required at EQGP) _ Source: Based on projections for ETRN, EQGP provided by ETRN management (“ETRN Management Projections”) (1) Based on ETRN, EQM, and EQGP market prices as of 11/23/18. Assumes status quo EQM unit count of ~120.5mm and status quo EQGP unit count ~302.5mm. EQGP minority buyout scenario assume 20% illustrative premium for EQGP units held by the public and IDR buy-in at values equivalent to 0%-20% illustrative premia for EQGP. Merger alternatives assume Illustrative 0%-20% premia paid to target unitholders. Based on ETRN Management Projections. LQA defined as last quarter annualized. Includes IDR buy-in by EQM as second step. (2) (3) 4 Financial parity among all scenarios assuming equivalent leverage and no premium in merger (1) (2) Execution Risk ModerateModerateModerate Conflicts Committees at both EQGP & EQM Conflicts Committee Process Complexity LowModerateModerate Pro Forma EQM Ownership by ETRN at Illustrative 0%-20% premia (1) 58-61%54-57%54-50% HoldCo Leverage at ETRN (2) <1.5x LQA EBITDA----Timing (if successful) ~6 weeks (3)~3-6 Months~3-6 Months Timing (if wallcross or tender offer unsuccessful) ~3-6 Months----13E-3 Transaction ----Merger EQGP Minority Buyout
Precedent Minority Buyouts 3 1 100.8% 40.6% 29.1% 20.1% 20.1% World Point Terminal LP OCI Partners LP PennTex Midstream Partners Initial Premium Final Premium Low Median High Initial Premium Final Premium _ Source: Thomson Reuters Note: Initial premium calculated using initial offer price vs. target stock price one day prior to announcement. Final premium calculated using final offer price vs. target stock price one day prior to announcement. World Point, OCI and PennTex tender offers announced June 2, 2017, June 4, 2018 and May 18, 2017 respectively. (1) Includes all-cash minority squeezeouts structured as tender offers for U.S. targets over the last 10 years. 5 15.0% 10.0% 6.3% 3.3% 21.8% (0.1%) (0.1%) Median # of Bumps All Cash Tenders for U.S. Partnerships All Cash U.S. Tenders(1)
Illustrative EQGP Purchase Price Analysis 3 ($mm, except per unit amounts) 11/23/18 10-day VWAP 30-day VWAP NA (2.6%) (5.0%) 12.5% 9.6% 6.8% 18.8% 15.7% 12.8% 25.0% 21.7% 18.7% 31.3% 27.8% 24.6% 37.5% 33.9% 30.6% Aggregate Purchase Price of EQGP Units ($mm) $423 $476 $503 $529 $555 $582 Implied IDR Value ($mm)(1) $3,779 $4,384 $4,687 $4,989 $5,292 $5,594 Implied 2019E IDR Multiple 11.5x 13.3x 14.2x 15.2x 16.1x 17.0x _ Source: ETRN Management Projections, Factset (11/23/18). (1) Assumes EQM units held by EQGP at current market value as of 11/23/18. (2) Reflects millions of EQM units. 6 Illustrative Consideration Received in IDR Buy-in(2) 77.9 90.3 96.6 102.8 109.0 115.3 Implied ETRN Ownership of EQM 58.0% 60.5% 61.7% 62.7% 63.7% 64.7% Illustrative Value Summary: Data: $16.00 16.43 16.85 Implied Premium to: Illustrative EQGP Unit Price $16.00 $18.00 $19.00 $20.00 $21.00 $22.00 Implied EQGP Premium 0.0% 12.5% 18.8% 25.0% 31.3% 37.5%
Preliminary Since 2015 Selected Affiliate IDR Transactions 4 Underlying MLP Metrics Implied GP (1) Value / GP/IDR EBITDA FY - FY2 LP Dist / Unit CAGR FY - FY2 IDR CAGR Transaction Value Split Level FY1 Coverage Date Acquiror Target / Seller FY1 FY2 10/9/18 Antero Midstream GP LP AMGP Series B (Interest in IDRs) $297 24.8x 15.8x 50% 1.3x 28.1% 56.5% 4/26/18 EQT GP Holdings LP Rice Midstream Partners (IDRs) 937 18.4x 12.5x 50% 1.5x 16.6% 66.0% (2) 2/8/18 NuStar Energy L.P. NuStar GP Holdings, LLC 781 7.7x 7.2x 25% 0.9x 0.0% 9.8% 1/22/18 Spectra Energy Partners, LP Enbridge Inc. 7,347 14.0x 12.2x 50% 1.3x 6.8% 16.9% 12/15/17 MPLX LP Marathon Petroleum Corp. 10,434 18.2x 15.9x 50% 1.3x 8.5% 21.6% 10/19/17 Holly Energy Partners, LP HollyFrontier Corporation 1,250 14.9x 14.1x 50% 1.1x 3.8% 8.1% 8/14/17 Andeavor Logistics LP Andeavor 3,768 16.4x 11.8x 50% 1.1x 7.7% 34.7% 1/9/17 Williams Partners Williams Companies 11,358 10.8x 10.7x 50% 1.0x 0.0% 4.4% 7/11/16 Plains All American Pipeline LP Plains GP Holdings 7,300 11.7x 11.4x 50% 0.9x 0.0% 1.6% (3) 7/15/15 Energy Transfer Equity, L.P. Sunoco LP 1,021 20.8x 12.5x 50% 1.4x 8.0% 132.3% _ Source: Company filings, Factset, IHS, and Wall Street research. Note: EQGP FY equal to 2018. (1) (2) (3) Implied GP value calculated as transaction value less market value of LP units, subordinated units and other assets held by the entity being acquired. Using research estimates post distribution cut ($0.65 / unit per quarter) gives a FY1 multiple of 63.2x. IDR subsidy discounted to present at an illustrative 10% discount rate. 7 EQGP (at Market) $3,779 11.5x 10.1x 50% 1.0x 8.0% 13.2% EQGP (at $18.00) 4,384 13.3x 11.7x 50% 1.0x 8.0% 13.2% EQGP (at $19.00) 4,687 14.2x 12.6x 50% 1.0x 8.0% 13.2% EQGP (at $20.00) 4,989 15.2x 13.4x 50% 1.0x 8.0% 13.2% EQGP (at $21.00) 5,292 16.1x 14.2x 50% 1.0x 8.0% 13.2% EQGP (at $22.00) 5,594 17.0x 15.0x 50% 1.0x 8.0% 13.2% Mean $4,521 15.6x 12.5x N/A 1.2x 8.9% 27.3% Median 2,509 15.7x 12.4x N/A 1.2x 7.2% 19.2% A B C D E F G H I J
Illustrative Timeline for Wall Crossing 5 1 8 15 2 9 16 23 3 10 17 24 November 24th Board meeting 4 11 18 25 5 12 6 13 7 14 November 26th (am) Reach out to investors’ gatekeepers November 26th (pm) / 27th 1 8 15 22 29 Hear back from gatekeepers; if yes, deliver scripted message and share information 2 9 16 23 30 3 10 17 24 31 4 11 18 5 12 19 26 6 13 20 27 7 14 21 28 Substantive discussions with investors start - Initial conversations around IDR buy-in November 28th 1 2 9 16 23 30 3 10 17 24 31 4 11 18 25 5 12 19 26 If discussions are successful: 6 13 20 27 7 14 21 28 8 15 22 29 - - - - Enter into unit purchase agreements or support agreements with investors Launch (i) Limited Call Right process (if >95%) or (ii) Tender Offer with support agreements File Schedule 13D/A promptly (no later than market open on December 3) File Schedule 13E-3 upon (i) launch of Tender Offer or (ii) execution of definitive agreements leading to a take-private transaction (e.g., unit purchase agreements or support agreements with investors or merger agreement with MLP) Week of December 3rd U.S. bank holiday Gatekeeper discussions Substantive discussions start Negotiations with investors If discussions are not successful: - Start merger discussions with the MLP’s Conflicts Committees Cleansing event for investors 8 January 2019 SMTWTFS 25 December 2018 SMTWTFS 192021 22 2627 28 2930 November 2018 SMTWTFS Wall Cross
Unitholder Overview and Comparison (EQM and EQGP) 5 4. OppenheimerFunds, Inc. 4.2% 245 0 3 6. OFI Steelpath, Inc. 3.9% 227 0 0 9. 10. 11. Brookfield Investment Management, Inc. Energy Income Partners LLC Salient Capital Advisors LLC 1.7% 1.7% 1.7% 102 100 98 0 0 0 0 37 0 15. Harvest Fund Advisors LLC 1.3% 74 0 0 15. ING Bank NV (Investment Management) 0.1% 5 0 $0 No overlap Unitholder Overlap Top 15 Holder of EQM and EQGP _ Source: FactSet as of 11/23/18. 9 % of Total Market Value in Market Value in Market Value in EQGP Instituational Holder Units O/S EQGP ($mm) EQM ($mm) ETRN ($mm) 1. Neuberger Berman Investment Advisers LLC 2.6% $124 $237 $41 2. Goldman Sachs Asset Management LP 1.1% 56 268 $6 3. Chickasaw Capital Management LLC 1.1% 52 46 $0 4. Kayne Anderson Capital Advisors LP 0.5% 23 87 $0 5. Cushing Asset Management LP 0.5% 23 54 $1 6. Zimmer Partners LP 0.3% 16 45 $0 7. Neuberger Berman BD LLC 0.3% 14 57 $0 8. UBS Securities LLC 0.2% 11 109 $21 9. Advisory Research, Inc. 0.2% 10 15 $16 10. Tortoise Capital Advisors LLC 0.2% 9 729 $12 11. Barclays Bank Plc (Private Banking) 0.2% 9 59 $11 12. Duff & Phelps Investment Management Co. 0.1% 7 9 $0 13. Fidelity Management & Research Co. 0.1% 6 4 $24 14. Credit Suisse Securities (USA) LLC (Broker) 0.1% 5 20 $12 12. Goldman Sachs & Co. LLC (Private Banking) 1.5% 90 2 49 13. Kayne Anderson Capital Advisors LP 1.5% 87 23 0 14. Infrastructure Capital Advisors LLC 1.3% 77 3 0 7. UBS Securities LLC 1.9% 109 11 21 8. Massachusetts Financial Services Co. 1.8% 103 5 31 5. Neuberger Berman Investment Advisers LLC 4.1% 237 124 41 A B C D E % of Total Market Value in Market Value in Market Value in EQM Instituational Holder Units O/S EQM ($mm) EGQP ($mm) ETRN ($mm) 1. Tortoise Capital Advisors LLC 12.5% $729 $9 $12 2. ALPS Advisors, Inc. 6.1% 355 1 0 3. Goldman Sachs Asset Management LP 4.6% 268 56 6
