Exhibit (c)(9)
Preliminary and Confidential – Subject to Further Review and Revision Citigroup Global Markets Inc. | Global Energy Group July 2019 Project Prairie 2.0 Premium Analysis Strictly Private and Confidential Preliminary and Confidential – Subject to Further Review and Revision Relative Historical Trading Performance Price Performance – LTM (%) 10.00% Price Performance Since Closing 1.51% 0.00% (0.66%) (10.00%) (10.69%) (20.00%) 3/11/2019 3/29/2019 4/17/2019 5/6/2019 5/25/2019 6/13/2019 7/2/2019 30.00% 20.00% 10.00% 0.00% (10.00%) (20.00%) (30.00%) 7/2/2018 8/16/2018 10/1/2018 11/15/2018 12/31/2018 2/15/2019 4/1/2019 5/17/2019 7/2/2019 4.63% (2.66%) (3.80%) % Implied Premium / (Discount) Price Price $23.00 $24.00 $25.00 $26.00 At Announcement $24.18 (4.9%) (0.7%) 3.4% 7.5% At Closing 23.76 (3.2) 1.0 5.2 9.4 Current 21.22 8.4 13.1 17.8 22.5 10-Day VWAP 21.04 9.3 14.0 18.8 23.6 30-Day VWAP 22.27 3.3 7.8 12.3 16.7 60-Day VWAP 23.05 (0.2) 4.1 8.5 12.8 90-Day VWAP 23.34 (1.5) 2.8 7.1 11.4 52-Week High 26.35 (12.7) (8.9) (5.1) (1.3) 52-Week Low 20.05 14.7 19.7 24.7 29.7 10.00% Price Performance Since Announcement 4.39% 0.00% (0.72% (10.00%) (12.24%) (20.00%) 1/30/2019 2/24/2019 3/22/2019 4/16/2019 5/12/2019 6/6/2019 7/2/2019 Source: FactSet. Market data as of 7/2/2019. (1) Thunder peers include ENB, EPD, ET, KMI, TRP, WMB, MMP, OKE, DCP, MPLX, TRGP and PAA. 1 Peer Set(1) Thunder AMZ
Preliminary and Confidential – Subject to Further Review and Revision Analyst Price Targets Pre and Post Deal Announcement Analysts Price Targets and Ratings Pre-Announcement Post-Announcement % Change Current % Change Broker Date Rating Price Target Date Rating Price Target Since Ann. Date Rating Price Target Since Ann. Capital One Securities, Inc. 01/30/19 Hold $27.00 02/15/19 Hold $27.00 0.0% 05/08/19 Hold $28.00 3.7% Tudor Pickering & Co 01/29/19 Hold 24.00 02/12/19 Hold 24.00 0.0 04/23/19 Hold 24.00 0.0 Baird 01/28/19 Buy 28.00 01/31/19 Buy 28.00 0.0 04/25/19 Buy 28.00 0.0 US Capital Advisors 01/28/19 Hold 23.00 02/06/19 Hold 23.00 0.0 05/24/19 Hold 24.00 4.3 Barclays 01/16/19 Hold 26.00 01/31/19 Hold 26.00 0.0 05/08/19 Hold 26.00 0.0 Credit Suisse 01/15/19 Buy 26.00 01/31/19 Buy 26.00 0.0 06/11/19 Hold 25.00 (3.8) Stifel 12/21/18 Buy 25.00 02/04/19 Buy 26.00 4.0 06/13/19 Buy 26.00 0.0 Wells Fargo Securities 12/04/18 Hold 26.00 02/06/19 Hold 25.00 (3.8) 06/05/19 Hold 25.00 0.0 RBC Capital Markets 12/02/18 Hold 25.00 02/05/19 Hold 24.00 (4.0) 05/08/19 Hold 24.00 0.0 MUFG Securities Americas, Inc 11/01/18 Hold 26.00 01/31/19 Hold 26.00 0.0 05/07/19 Hold 27.00 3.8 Goldman Sachs 10/08/18 Buy 27.00 02/12/19 Buy 26.00 (3.7) 04/02/19 Hold 26.00 0.0 Median $26.00 $26.00 0.0% $26.00 0.0% Recommendation History 100% $30.00 17% 25% 23% 23% 23% 23% 31% 31% $25.00 80% 36% 40% 40% 40% 38% $20.00 60% $15.00 75% 40% 67% 69% 69% 69% 55% 77% 62% 69% 54% $10.00 60% 60% 60% 20% $5.00 8% 9% 8% 8% 8% 8% 8% 8% 0% $0.00 6/18 7/18 8/18 9/18 10/18 11/18 12/18 1/19 2/19 3/19 4/19 5/19 6/19 7/3/2018 8/3/2018 9/3/2018 10/3/2018 % Sell 11/3/2018 % 12/3/2018 Hold % 1/3/2019 Buy Actual 2/3/2019 3/3/2019 Target Unit Price 4/3/2019 5/3/2019 6/3/2019 Source: Bison projections, Public filings, FactSet, and Wall Street research. Market data as of 7/2/2019. 2 Note: “N/A” denotes not publicly available. Preliminary and Confidential – Subject to Further Review and Revision Selected Public Companies Analysis Diversified Peers Closing Firm Value / ($ in Millions, Except Per Unit Data) Unit Price Equity Value ($mm) Firm EBITDA (x) Yield ‘19-‘21 Dist. Price / DCF ‘19-‘21 DCF Coverage Debt / Name 7/2/2019 LP Units Total Value 2019E 2020E Indicative(1) 2019E 2020E CAGR (%) 2019E 2020E CAGR (%) 2019E 2020E 2019E EBITDA Enbridge Inc. $35.96 $72,890 $73,008 $128,628 12.8x 12.1x 6.3% 6.3% 6.9% 8.0% 10.7x 10.1x 8.2% 1.49x 1.44x 4.9x Enterprise Products Partners LP 29.02 63,909 63,909 91,150 11.6 11.3 6.0 6.1 6.3 3.6 10.4 10.4 1.9 1.57 1.53 3.4 TC Energy Corporation 49.29 45,692 46,959 87,622 12.4 12.1 4.6 4.6 5.1 8.8 9.2 8.8 6.2 2.35 2.26 5.3 Energy Transfer, LP 14.18 37,465 37,465 85,980 8.0 8.0 8.6 8.6 8.6 2.8 6.2 6.4 1.3 1.87 1.83 4.2 Kinder Morgan Inc. 20.99 47,516 47,516 84,674 10.9 10.3 4.8 4.8 6.0 14.5 9.6 8.9 6.6 2.18 1.90 4.7 Williams Companies 28.20 34,224 34,224 56,714 10.9 10.6 5.4 5.4 6.1 12.1 11.1 10.7 6.0 1.68 1.54 4.2 MPLX LP (2) 31.99 33,931 33,931 53,918 10.2 9.4 8.2 8.4 8.9 2.9 8.3 7.7 3.7 1.44 1.46 3.5 ONEOK, Inc. 69.36 28,786 28,786 39,070 14.9 12.4 5.0 5.2 5.7 9.1 14.4 12.4 13.4 1.34 1.42 3.9 Plains All American Pipeline LP 24.32 17,842 17,842 29,024 10.2 10.3 5.9 5.9 6.2 5.1 8.9 9.4 (1.2) 1.89 1.72 3.3 Targa Resources Corp. 39.13 9,286 9,286 19,144 12.3 9.6 9.3 9.3 9.3 1.4 12.5 9.8 22.4 0.86 1.10 4.6 DCP Midstream Partners 29.53 4,232 5,852 12,004 9.7 8.7 10.6 10.6 10.7 2.1 8.0 7.5 3.7 1.27 1.36 4.8 High $128,628 14.9x 12.4x 10.6% 10.6% 10.7% 14.5% 14.4x 12.4x 22.4% 2.35x 2.26x 5.3x Median 56,714 10.9 10.3 6.0 6.1 6.3 5.1 9.6 9.4 6.0 1.57 1.53 4.2 Mean 62,539 11.3 10.4 6.8 6.8 7.2 6.4 9.9 9.3 6.6 1.63 1.60 4.2 Low 12,004 8.0 8.0 4.6 4.6 5.1 1.4 6.2 6.4 (1.2) 0.86 1.10 3.3 (3) (4) Thunder $21.22 $6,045 $6,045 $9,771 10.0x 10.0x 9.4% 9.8% 10.3% 5.0% 7.9x 8.0x 2.9% 1.28x 1.21x 4.8x Source: Bison Projections, Public Filings and Wall Street Research. Market data as of 7/2/2019. (1) Indicative yield as of market date. (2) MPLX shown pro forma for ANDX transaction. DCF and DPU CAGRs represent 2019-2020 growth. (3) EBITDA includes REX distributions received. Firm value includes 284.868 of outstanding diluted shares and $3,332mm of debt and excludes proportional REX debt. 3 (4) Thunder Debt / EBITDA includes proportionate REX debt and EBITDA.
Preliminary and Confidential – Subject to Further Review and Revision Selected 100% Cash Precedent Transactions 100% Cash Deals – Midstream Energy Initial— Premium to Final Offer— Announcement Unaffected Deal Unaffected Original Offer Final Offer Unaffected Premium to Unaffected Target Acquiror Date Date Value ($bn) Price Price Price 1-day 1-day 1-w eek 1-month Buckeye Partners, LP IFM Advisors 5/10/2019 5/9/2019 $10.3 $32.55 $41.50 $41.50 — 27.5% 24.9% 23.3% American Midstream Partners Arclight Capital 3/18/2019 9/27/2018 1.9 5.75 6.10 5.25 6.1% (8.7) (9.9) (14.8) TransMontaigne Partners LP Arclight Capital 11/26/2018 7/9/2018 1.2 36.11 38.00 41.00 5.2 13.5 11.9 9.0 Arc Logistics Partners LP Zenith Energy LP 8/29/2017 8/28/2017 0.7 14.32 16.50 16.50 — 15.2 15.5 10.9 PennTex Energy Transfer Partners 5/19/2017 5/18/2017 15.1 16.65 20.00 20.00 — 20.1 19.4 19.5 VTTI Energy Partners LP VTTI BV 5/8/2017 3/2/2017 0.8 18.40 18.75 19.50 1.9 6.0 5.8 5.9 Worldpoint Terminals LP Worldpoint Terminals Inc 6/2/2017 4/3/2017 0.8 16.35 16.80 17.30 2.8 5.8 6.4 3.7 Midcoast Energy Partners LP Enbridge 1/27/2017 1/26/2017 0.5 8.75 8.00 8.00 — (8.6) (6.7) 7.1 Columbia Pipeline Transcanada 11/1/2016 9/23/2016 13.9 15.30 15.75 17.00 2.9 11.1 11.9 20.0 Columbia Pipeline Group Inc. Transcanada 3/17/2016 3/10/2016 13.0 21.43 25.50 25.50 — 19.0 27.8 42.5 Hiland Partners LP Management / Sponsor 1/15/2009 1/14/2009 0.6 7.90 9.50 10.00 20.3 26.6 22.4 49.1 Kinder Morgan Management / Sponsor 5/29/2006 5/26/2006 21.6 84.41 100.00 107.50 18.5 27.4 28.8 23.2 High(1) $15.1 20.3% 27.4% 28.8% 49.1% Median(1) 1.2 6.1 11.1 11.9 9.0 Mean(1) 4.9 10.4 10.4 10.0 13.6 Low (1) 0.5 1.9 (8.7) (9.9) (14.8) Source: Public filings, FactSet, Market data as of 7/2/2019. (1) Includes related party deals only. 4 IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of any transaction contemplated hereby (“Transaction”). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission (“CFTC”), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2019 Citigroup Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Highlights of Citi’s unique role in promoting sustainability include: (a) releasing in 2007 a Climate Change Position Statement, the first US financial institution to do so; (b) targeting $50 billion over 10 years to address global climate change: includes significant increases in investment and financing of renewable energy, clean technology, and other carbon-emission reduction activities; (c) committing to an absolute reduction in GHG emissions of all Citi owned and leased properties around the world by 10% by 2011; (d) purchasing more than 234,000 MWh of carbon neutral power for our operations over the last three years; (e) establishing in 2008 the Carbon Principles; a framework for banks and their U.S. power clients to evaluate and address carbon risks in the financing of electric power projects; (f) producing equity research related to climate issues that helps to inform investors on risks and opportunities associated with the issue; and (g) engaging with a broad range of stakeholders on the issue of climate change to help advance understanding and solutions. Citi works with its clients in greenhouse gas intensive industries to evaluate emerging risks from climate change and, where appropriate, to mitigate those risks. efficiency, renewable energy and mitigation 5