In Inter terna nal l Us Use e O Onl nly y – – Pr Pri ivi vil leged eged an and d Co Confident nfidenti ial al Dr Draft aft – – S Sub ubj ject ect to to Mater Materi ial al Chan Change ge – – Fo For r Disc Discus uss si ion on Pur Purpos poses es O Onl nly y Exhibit (c)(3)(C) VALUATION UPDATE MATERIALS September 2022
Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Commodity Price Comparison NYMEX Strip Pricing as of September 13, 2022 vs. May 24, 2022 and August 30, 2022 WTI ($/Bbl) $120 $110 $100 $90 $80 $70 $60 Oct-22 Nov-23 Nov-24 Dec-25 Dec-26 Range (5/24-9/13) 5/24 Strip 8/30 Strip 9/13 Strip Henry Hub ($/MMBtu) $10 $9 $8 $7 $6 $5 $4 $3 $2 $1 $-- Oct-22 Nov-23 Nov-24 Dec-25 Dec-26 Range (5/24-9/13) 5/24 Strip 8/30 Strip 9/13 Strip 1 Note: Market data as of September 13, 2022. Source: Alpha Management, FactSet.
Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Commodity Price Comparison (cont’d) WTI Strip Price ($/Bbl) HH Strip Price ($/MMBtu) 2H22 2023E 2024E 2025E 2026E 2H22 2023E 2024E 2025E 2026E (1) 5/24/22 Strip $100.50 $88.62 $80.14 $74.52 $70.81 $8.81 $5.87 $4.49 $4.17 $4.20 (1) 8/30/22 Strip $93.58 $85.18 $77.05 $71.17 $66.70 $8.82 $6.61 $5.28 $4.92 $4.82 Delta ($) ($6.92) ($3.44) ($3.10) ($3.35) ($4.11) $0.00 $0.74 $0.79 $0.75 $0.62 Delta (%) (6.9%) (3.9%) (3.9%) (4.5%) (5.8%) 0.0% 12.7% 17.7% 18.0% 14.7% 2H22 2023E 2024E 2025E 2026E 2H22 2023E 2024E 2025E 2026E (1) 8/30/22 Strip $93.58 $85.18 $77.05 $71.17 $66.70 $8.82 $6.61 $5.28 $4.92 $4.82 9/13/22 Strip $90.35 $81.81 $75.26 $70.49 $66.88 $8.27 $6.21 $5.12 $4.93 $4.90 Delta ($) ($3.23) ($3.38) ($1.79) ($0.68) $0.18 ($0.54) ($0.41) ($0.16) $0.02 $0.09 Delta (%) (3.4%) (4.0%) (2.3%) (1.0%) 0.3% (6.1%) (6.1%) (3.1%) 0.3% 1.8% Note: Market data as of September 13, 2022. 2 (1) Reflects commodity prices as provided by Alpha management. Source: Alpha Management, FactSet.
Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Price Performance Prior to Offer Price Performance Since January 2, 2014 (Indexed to Alpha) $85 Correlation to WTI $80 Time Period Correlation (r) 0.923 $75 1-Year 3-Year 0.945 $70 WTI Spot: $120.92; 5-Year 0.752 +27% $65 Since 1/2/14 0.764 Alpha: $64.50; +20% $60 $55 $53.88 $95.14 $50 $45 $40 $35 $30 $25 $20 $15 $10 $5 $-- Jan-14 Sep-15 May-17 Jan-19 Oct-20 Jun-22 Alpha WTI Spot 3 Note: Market data as of June 13, 2022. Source: FactSet, company disclosure. Share Price ($) | Indexed to Alpha
Volume ('000s) Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Price Performance Since Offer Price Performance Since June 13, 2022 (Peers Indexed to Alpha) $75 15,000 $70 Alpha: $69.73; +8% $65 $64.50 $120.92 $60 12,000 XOP: (7%) Peers: (7%) $55 $50 WTI Spot: $87.55; (28%) $45 Alpha Price VWAP 9,000 Current Price (9/13/22): $69.73 Perf. Min Max $/sh. Current vs. $40 10-Day (0.4%) $68.35 $70.88 $69.41 0.5% 30-Day 2.8% $65.09 $72.31 $68.98 1.1% Post Announcement 8.1% $62.96 $74.22 $67.81 2.8% $35 Correlation to WTI Time Period Correlation (r) $30 6,000 10-Day 0.477 30-Day 0.085 $25 (0.221) Since Annoncement $20 $15 3,000 $10 $5 $-- -- Jun-22 Jul-22 Jul-22 Aug-22 Aug-22 Sep-22 (1) Volume Alpha Peers XOP WTI Oil Note: Market data as of September 13, 2022. 4 (1) Reflects average of peer index. Peers includes APA, CTRA, DVN, EOG, FANG, HES, MRO, OVV, and PXD. Source: FactSet, company disclosure. Share Price ($) | Indexed to Alpha
Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Preliminary Illustrative Valuation Summary | Then vs. Now Unlevered DCF Alpha Management NAV (Unadjusted) Cash Flow Metrics ($bn) ($/sh.) ($/sh.) (1) Low: Mid : High: PDP PV10 PDP PV10 PDP PV10 PDP PV10 WACC: WACC: WACC: PUD PV10 PUD PV10 PUD PV15 PUD PV20 2022E 2023E 2022E 2023E (2) (2) 11.50% 10.50% 9.75% PROB PV10 PROB PV15 PROB PV20 PROB PV25 EBITDAX EBITDAX FCF FCF Mult: 3.50x Mult: 4.00x Mult: 5.00x POSS PV10 POSS PV20 POSS PV25 POSS PV30 5/24 Strip $54.31 $62.82 $77.70 $83.92 $65.54 $53.32 $45.30 $8.40 $7.98 $4.24 $3.57 8/30 Strip $53.11 $61.52 $76.22 $82.09 $63.91 $51.88 $44.02 $8.18 $7.91 $4.15 $3.40 Delta (8/30 vs. 5/24): ($1.20) ($1.30) ($1.48) ($1.83) ($1.63) ($1.44) ($1.28) ($0.22) ($0.07) ($0.09) ($0.17) Strip (1) Illustrative midpoint is not equidistant between low/high given assumptions on WACC/exit multiple. 5 (2) For comparative purposes, defined as Cash Flow from Operations less Capital Expenditures, excluding acquisition Capital Expenditures. Source: Alpha management guidance, FactSet, Wall Street research.
Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Discounted Cash Flow Analysis Bridge | Then vs. Now Assumes 9.75% - 11.50% WACC and 3.5x - 5.0x terminal EBITDA multiple DCF Analysis Bridge $77.70 $76.22 Net decrease of $1.30/sh. at midpoint (1) $62.82 (1) ($5.17) $61.52 +$3.87 $54.31 $53.11 Share Price @ 5/24 Strip Value Attributable to Change in Oil Value Attributable to Change in Gas Share Price @ 8/30 Strip Prices Prices 6 (1) Illustrative midpoint is not equidistant between low/high given assumptions on WACC/exit multiple. Source: Alpha Management, Intrepid estimates.
Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Comparable Company Trading Analysis (1) ($bn, except per share data) Share Market TEV / EBITDA Price / CF / Share FCF Yield Net Debt / Price Cap TEV 2022E 2023E 2022E 2023E 2022E 2023E 2022E EBITDA EOG Resources $122.91 $72.0 $74.1 4.7x 4.5x 5.7x 5.2x 11.1% 11.8% 0.1x Pioneer Natural Resources 242.00 60.9 62.2 4.5x 5.0x 4.9x 5.8x 14.2% 10.2% 0.1x Devon Energy Corporation 69.07 45.2 51.0 4.7x 4.5x 4.8x 4.8x 15.1% 14.2% 0.5x Hess Corporation 123.70 38.3 48.5 7.4x 6.2x 7.8x 6.7x 5.7% 6.2% 1.0x Coterra Energy 30.06 30.6 32.5 4.6x 5.1x 5.3x 5.8x 13.4% 11.3% 0.3x Diamondback Energy 134.71 23.9 31.8 4.2x 4.5x 3.7x 4.1x 18.9% 15.6% 0.7x Marathon Oil Corporation 26.49 17.9 21.1 3.5x 3.9x 3.2x 3.7x 24.1% 19.0% 0.5x APA Corp. 39.11 12.8 18.8 2.6x 2.6x 2.5x 2.6x 25.5% 22.9% 0.7x Ovintiv Inc 51.66 13.1 17.0 3.6x 2.9x 3.0x 2.3x 20.0% 28.2% 0.8x Mean (9 Companies) 4.4x 4.4x 4.5x 4.5x 16.4% 15.5% 0.5x Median (9 Companies) 4.5x 4.5x 4.8x 4.8x 15.1% 14.2% 0.5x Alpha | Current (Consensus) $69.73 $25.3 $31.5 3.8x 4.0x 3.5x 3.9x 17.3% 13.4% 0.7x Alpha | Current (Management) $69.73 $25.3 $31.5 3.8x 4.0x 3.7x 3.7x 16.4% 13.4% 0.7x Alpha | 8/30 Offer (Consensus) $71.50 $26.0 $32.1 3.9x 4.1x 3.6x 4.0x 16.9% 13.1% 0.7x Alpha | 8/30 Offer (Management) $71.50 $26.0 $32.1 3.9x 4.1x 3.8x 3.8x 16.0% 13.1% 0.7x Alpha | 9/2 Counter (Consensus) $75.75 $27.5 $33.7 4.0x 4.3x 3.8x 4.3x 15.9% 12.4% 0.7x Alpha | 9/2 Counter (Management) $75.75 $27.5 $33.7 4.1x 4.3x 4.0x 4.0x 15.1% 12.4% 0.7x Better multiple/yield than $71.50 at current strip Worse multiple/yield than $71.50 at current strip Note: Market data as of September 13, 2022. Balance sheet data as of June 30, 2022. 7 (1) Free cash flow defined as Cash Flow from Operations less Capital Expenditures, excluding acquisition Capital Expenditures. Source: Company disclosure, FactSet.
Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Trading Multiples | Alpha at Various Prices vs. Peers Alpha metrics reflect management guidance and August 30, 2022 NYMEX strip commodity prices TEV / 2023E EBITDAX (x) 6.2x Equates to a 4.1x multiple using consensus estimates 5.1x 5.0x 4.5x Peer Median: 4.5x 4.5x 4.5x 4.2x 4.2x 4.1x 4.1x 3.9x 2.9x 2.6x APA OVV MRO Alpha @ Alpha @ Alpha @ Alpha @ EOG FANG DVN PXD CTRA HES $71.50/Sh. $73.00/Sh. $74.00/Sh. $75.00/Sh. Price / 2023E Cash Flow / Share (x) 6.7x Equates to a 4.0x multiple 5.8x 5.8x using consensus estimates 5.2x Peer Median: 4.8x 4.8x 4.1x 4.0x 4.0x 3.9x 3.8x 3.7x 2.6x 2.3x OVV APA MRO Alpha @ Alpha @ Alpha @ Alpha @ FANG DVN EOG CTRA PXD HES $71.50/Sh. $73.00/Sh. $74.00/Sh. $75.00/Sh. 8 Note: Market data as of September 13, 2022. Source: FactSet, Public disclosure, Alpha Management, Intrepid estimates.
Internal Use Only – Privileged and Confidential Draft – Subject to Material Change – For Discussion Purposes Only Analysis at Various Prices ($bn, unless otherwise noted) Illustrative Share Price Range 8/30 (1) Current 9/2 Counter Precedent Transactions Proposal Metric $69.73 $71.50 $72.00 $72.50 $73.00 $73.50 $74.00 $74.50 $75.00 $75.75 Low Median High Share Price Premium to Current $69.73 0.0% 2.5% 3.3% 4.0% 4.7% 5.4% 6.1% 6.8% 7.6% 8.6% -- -- -- Premium to VWAP Since Proposal $67.81 2.8% 5.4% 6.2% 6.9% 7.6% 8.4% 9.1% 9.9% 10.6% 11.7% -- -- -- Premium to High Since Proposal (6/14/22) $74.22 (6.0%) (3.7%) (3.0%) (2.3%) (1.6%) (1.0%) (0.3%) 0.4% 1.1% 2.1% -- -- -- Premium to Low Since Proposal (7/12/22) $62.96 10.8% 13.6% 14.4% 15.2% 15.9% 16.7% 17.5% 18.3% 19.1% 20.3% -- -- -- Premium to Intraday High Since Proposal (6/14/22) $75.49 (7.6%) (5.3%) (4.6%) (4.0%) (3.3%) (2.6%) (2.0%) (1.3%) (0.6%) 0.3% -- -- -- Premium to Intraday Low Since Proposal (7/6/22) $60.71 14.9% 17.8% 18.6% 19.4% 20.2% 21.1% 21.9% 22.7% 23.5% 24.8% -- -- -- Premium to Unaffected Price (6/13/22) $64.50 8.1% 10.9% 11.6% 12.4% 13.2% 14.0% 14.7% 15.5% 16.3% 17.4% 2.4% 44.2% 130.8% Premium to Unaffected 10-Day VWAP $69.53 0.3% 2.8% 3.5% 4.3% 5.0% 5.7% 6.4% 7.1% 7.9% 8.9% 9.2% 45.3% 148.5% Premium to Unaffected 20-Day VWAP $66.00 5.6% 8.3% 9.1% 9.8% 10.6% 11.4% 12.1% 12.9% 13.6% 14.8% 12.0% 41.6% 157.7% Premium to Unaffected 30-Day VWAP $63.21 10.3% 13.1% 13.9% 14.7% 15.5% 16.3% 17.1% 17.9% 18.7% 19.8% 10.3% 44.3% 160.1% Premium to Unaffected 90-Day VWAP $59.41 17.4% 20.3% 21.2% 22.0% 22.9% 23.7% 24.5% 25.4% 26.2% 27.5% (9.9%) 37.7% 182.6% Premium to Unaffected YTD 2022 VWAP $57.98 20.3% 23.3% 24.2% 25.0% 25.9% 26.8% 27.6% 28.5% 29.4% 30.7% -- -- -- Premium to Unaffected LTM VWAP $49.32 41.4% 45.0% 46.0% 47.0% 48.0% 49.0% 50.0% 51.1% 52.1% 53.6% -- -- -- Prem. to Unaffected 52-Week High (6/7/22) $72.65 (4.0%) (1.6%) (0.9%) (0.2%) 0.5% 1.2% 1.9% 2.5% 3.2% 4.3% (80.8%) 6.3% 42.5% Prem. to Unaffected 52-Week Low (7/19/21) $32.02 117.8% 123.3% 124.9% 126.4% 128.0% 129.5% 131.1% 132.7% 134.2% 136.6% 24.7% 75.3% 580.6% Prem. to All Time High (8/29/14) $80.65 (13.5%) (11.3%) (10.7%) (10.1%) (9.5%) (8.9%) (8.2%) (7.6%) (7.0%) (6.1%) (+) Value of Sponsor and Affiliates 299.7 Shares $20.9 $21.4 $21.6 $21.7 $21.9 $22.0 $22.2 $22.3 $22.5 $22.7 (+) Value of Unaffiliated Owners 63.3 Shares 4.4 4.5 4.6 4.6 4.6 4.7 4.7 4.7 4.7 4.8 Market Capitalization 363.0 Shares $25.3 $26.0 $26.1 $26.3 $26.5 $26.7 $26.9 $27.0 $27.2 $27.5 (+) Current Net Debt / Other 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 6.2 Total Enterprise Value $31.5 $32.1 $32.3 $32.5 $32.7 $32.9 $33.0 $33.2 $33.4 $33.7 (2) Peers Per Consensus Estimates Metric Low Median High TEV / 2022E EBITDAX $8.3 3.8x 3.9x 3.9x 3.9x 3.9x 3.9x 4.0x 4.0x 4.0x 4.0x 2.6x 4.5x 7.4x TEV / 2023E EBITDAX $7.8 4.0x 4.1x 4.1x 4.2x 4.2x 4.2x 4.2x 4.3x 4.3x 4.3x 2.6x 4.5x 6.2x 2022E Price / Operating CF $7.2 3.5x 3.6x 3.7x 3.7x 3.7x 3.7x 3.8x 3.8x 3.8x 3.8x 2.5x 4.8x 7.8x 2023E Price / Operating CF $6.4 3.9x 4.0x 4.1x 4.1x 4.1x 4.1x 4.2x 4.2x 4.2x 4.3x 2.3x 4.8x 6.7x (3) 2022E FCF Yield $4.4 17.3% 16.9% 16.7% 16.6% 16.5% 16.4% 16.3% 16.2% 16.1% 15.9% 5.7% 15.1% 25.5% (3) 2023E FCF Yield $3.4 13.4% 13.1% 13.0% 12.9% 12.8% 12.7% 12.7% 12.6% 12.5% 12.4% 6.2% 14.2% 28.2% (2) Peers Mgmt. - Strip as of 8/30/22 Metric Low Median High TEV / 2022E EBITDAX $8.2 3.8x 3.9x 3.9x 4.0x 4.0x 4.0x 4.0x 4.1x 4.1x 4.1x 2.6x 4.5x 7.4x TEV / 2023E EBITDAX $7.9 4.0x 4.1x 4.1x 4.1x 4.1x 4.2x 4.2x 4.2x 4.2x 4.3x 2.6x 4.5x 6.2x 2022E Price / Operating CF $6.8 3.7x 3.8x 3.8x 3.8x 3.9x 3.9x 3.9x 4.0x 4.0x 4.0x 2.5x 4.8x 7.8x 2023E Price / Operating CF $6.8 3.7x 3.8x 3.8x 3.9x 3.9x 3.9x 4.0x 4.0x 4.0x 4.0x 2.3x 4.8x 6.7x (3) 2022E FCF Yield $4.2 16.4% 16.0% 15.9% 15.8% 15.7% 15.6% 15.5% 15.4% 15.2% 15.1% 5.7% 15.1% 25.5% (3) 2023E FCF Yield $3.4 13.4% 13.1% 13.0% 12.9% 12.8% 12.7% 12.7% 12.6% 12.5% 12.4% 6.2% 14.2% 28.2% Note: Market data as of September 13, 2022. Balance sheet data as of June 30, 2022. Assumes June 13, 2022 as the unaffected price date. (1) Reflects all-cash transactions since January 2009 in which the acquiror owned at least 50% in aggregate voting power. (2) Peers includes APA, CTRA, DVN, EOG, FANG, HES, MRO, OVV, and PXD. 9 (3) Free cash flow defined as Cash Flow from Operations less Capital Expenditures, excluding acquisition Capital Expenditures. Source: Company disclosure, FactSet.
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