AMID American Midstream Partners LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

AMERICAN MIDSTREAM PARTNERS, LP

(Name of Registrant as Specified In Its Charter)

PRELIMINARY COPY—SUBJECT TO COMPLETION

Dated                 , 2019

American Midstream Partners, LP

2103 CityWest Blvd.

Building #4, Suite 800

Houston, Texas 77042

NOTICE OF ACTION BY WRITTEN CONSENT

AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

Dear Unitholders of American Midstream Partners, LP:

We are sending this notice of action by written consent and the accompanying information statement to holders of common units representing limited partner interests (the “Common Units”) in American Midstream Partners, LP, a Delaware limited partnership (the “Partnership” or “we”). As previously announced, on March 17, 2019, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“Parent”), Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), High Point Infrastructure Partners, LLC, a Delaware limited liability company (“HPIP”), and American Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP”), providing for, among other things, the merger of Merger Sub with and into the Partnership (the “Merger”). In the Merger, the separate existence of Merger Sub will cease and the Partnership will survive and continue to exist as a Delaware limited partnership and direct subsidiary of Parent and Partnership GP, each of which is an indirect subsidiary of ArcLight Energy Partners Fund V, L.P. If the Merger is completed, each Common Unit outstanding immediately prior to the effective time of the Merger, other than Common Units held by Parent or any Common Unit designated by Parent as a “Sponsor Unit” with the written consent of the holder of such Common Unit, will be converted into the right to receive $5.25 in cash (the “Merger Consideration”), to be paid without interest and reduced by any applicable tax withholding. A copy of the Merger Agreement is attached to the accompanying information statement as Annex A.

The conflicts committee (the “Conflicts Committee”) of the board of directors of Partnership GP (the “GP Board”), consisting of three independent directors, has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and holders of Common Units other than Partnership GP, Parent, Merger Sub, HPIP and their respective affiliates (the “Unaffiliated Unitholders”), (ii) granted “Special Approval” as such term is defined in the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, the “Partnership Agreement”) of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the GP Board adopt and approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger. In determining whether to make its recommendation, the Conflicts Committee considered, among other things, the opinion of Evercore Group, L.L.C. (“Evercore”), the financial advisor to the Conflicts Committee, to the effect that, as of the date of its opinion, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations of the review undertaken in rendering its opinion as set forth therein, the Merger Consideration is fair, from a financial point of view, to the Unaffiliated Unitholders. A copy of the written opinion of Evercore is attached to the accompanying information statement as Annex B.

The GP Board, acting in part based upon the recommendation of the Conflicts Committee (and after receiving the approval of Partnership GP’s Class A members), has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and Partnership GP, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the limited partners of the Partnership, and (iv) authorized the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the limited partners of the Partnership without a meeting, without a vote and without prior notice, pursuant to and on the conditions set forth in the Partnership Agreement.

Under the applicable provisions of the Partnership Agreement, approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, requires the affirmative vote or consent of the holders of a majority of the outstanding Common Units and preferred units, voting together as a single class on an as-converted basis, and a majority of each series of the outstanding preferred units, voting separately as a class (collectively, a “Unit Majority” and, such approval, the “Partnership Unitholder Approval”). As permitted by the Delaware Revised Uniform Limited Partnership Act and the Partnership Agreement, immediately prior to the execution of the Merger Agreement, affiliates of Parent delivered to the Partnership a written consent of limited partners approving the Merger Agreement and the transactions contemplated thereby, including the Merger, by a Unit Majority, which consent constitutes the Partnership Unitholder Approval. As a result, the Partnership has not solicited and is not soliciting your approval of the Merger Agreement or the transactions contemplated thereby. Assuming the timely satisfaction or waiver of the conditions set forth in the Merger Agreement, the Partnership currently anticipates that the Merger will be completed in the second quarter of 2019.

The accompanying information statement provides you with detailed information about the Merger Agreement and the transactions contemplated thereby, including the Merger. We encourage you to carefully read the entire information statement and its annexes, including the Merger Agreement. Please read “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax consequences of the Merger. You may also obtain additional information about the Partnership from documents the Partnership has filed with the Securities and Exchange Commission.

We are mailing this notice of action by written consent and the accompanying information statement to our unitholders on or about                 , 2019. The information statement is being provided to you for your information to comply with the requirements of the Securities Exchange Act of 1934, as amended. You are urged to read the information statement carefully in its entirety. However, no action is requested or required on your part in connection with the accompanying information statement and no unitholder meeting will be held in connection with the accompanying information statement. If the Merger is consummated, you will receive instructions regarding the surrender of, and payment for, your Common Units. We are not asking you for a proxy and you are requested not to send us a proxy.

We thank you for your continued support.

Very truly yours,

Lynn L. Bourdon III

Chairman of the Board, President and Chief Executive Officer of American Midstream GP, LLC on behalf of American Midstream Partners, LP

The accompanying information statement is dated                 , 2019, and is first being mailed to our unitholders on or about                 , 2019.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: Why am I receiving this information statement?

A: This information statement describes the Merger and the approval of the Merger Agreement and the Merger by written consent of limited partners constituting a Unit Majority. The GP Board is providing this information statement to you pursuant to Section 14(c) of the Exchange Act solely to inform you of, and to provide you with information about, the Merger before the Merger is consummated.

Q: Why am I not being asked to vote on the Merger?

A: Consummation of the Merger requires the Partnership Unitholder Approval. The Sponsor Entities beneficially own approximately 51% of the outstanding Common Units on an as-converted basis and 100% of the outstanding preferred units, a sufficient number to approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Immediately prior to the execution of the Merger Agreement, affiliates of Parent delivered to the Partnership a written consent of limited partners approving the Merger Agreement and the Merger by a Unit Majority, which consent constitutes the Partnership Unitholder Approval. As a result, the Partnership has not solicited and is not soliciting your approval of the Merger Agreement, and does not plan to call a meeting of the holders of Common Units to approve the Merger Agreement.

Q: What will happen in the Merger?

A: In the Merger, Merger Sub will merge with and into the Partnership. The Partnership will survive as a wholly owned subsidiary of Parent and Partnership GP. If the Merger is completed, the Common Units will cease to be listed on the NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

Q: What will I receive in the Merger for my Common Units?

A: If the Merger is completed, each Common Unit, other than Sponsor Units, will be converted into the right to receive $5.25 in cash, to be paid without interest and reduced by any applicable tax withholding.

Q: Does the Partnership expect to pay distributions on my Common Units prior to the closing of the Merger?

A: Holders of Common Units will be entitled to any distributions declared by Partnership GP and paid by the Partnership with respect to the Common Units that have a record date occurring prior to the Effective Time. However, the Partnership will not be permitted to make any cash distribution for future quarters until its consolidated total leverage ratio is reduced to less than 5.00:1.00. The Partnership announced the suspension of distributions on its Common Units in December 2018 and that the Existing Partnership Credit Facility prohibited the Partnership from making any cash distribution on its Common Units with respect to the fourth quarter of 2018. The Partnership does not plan to make any distributions on the Common Units through the completion of the Merger.

Q: How does $5.25 per Common Unit base Merger Consideration compare to the market price of the Common Units prior to the execution of the Merger Agreement?

A: The Merger Consideration represents a 31.3% premium to the $4.00 closing price per Common Unit on March 15, 2019, the last trading day before the announcement of the Merger.

Q: How will I receive the Merger Consideration to which I am entitled?

A: Promptly after the Effective Time, the paying agent will mail or provide to each holder of record of Common Units certain transmittal materials and instructions for use in effecting the surrender of Common Units to the paying agent.

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Q: What will happen to my Partnership Phantom Units in the Merger?

A: Immediately prior to the Effective Time, all outstanding Partnership Phantom Units will be converted into the right to receive $5.25 in cash with respect to each Partnership Phantom Unit. Any Partnership Phantom Unit that is outstanding as of the Effective Time will not vest and, following conversion to a cash-based award, will continue to be eligible to vest in accordance with the terms of the applicable award agreements governing the original award of such Partnership Phantom Unit.

Q: When do you expect to complete the Merger?

A: The parties to the Merger Agreement are working toward completing the Merger as soon as possible. Assuming the timely satisfaction or waiver of the conditions set forth in the Merger Agreement, the Partnership currently anticipates that the Merger will be completed in the second quarter of 2019. However, no assurance can be given as to when, or if, the Merger will occur.

Q: What happens if the Merger is not completed?

A: If the Merger is not completed for any reason, limited partners of the Partnership will not receive any form of consideration for their Common Units in connection with the Merger. Instead, the Partnership will remain a publicly traded limited partnership and the Common Units will continue to be listed and traded on the NYSE.

Q: When is this information statement being mailed?

A: This information statement is first being sent to holders of Common Units on or about                 , 2019.

Q: Am I entitled to appraisal or dissenters’ rights?

A: No. Appraisal rights are not available in connection with the Merger under the laws of the State of Delaware or under the Partnership Agreement.

Q: Is completion of the Merger subject to any conditions?

A: Yes. Completion of the Merger requires the receipt of any necessary governmental clearances and the satisfaction or, to the extent permitted by applicable law, waiver of the other conditions specified in the Merger Agreement. The Merger is not conditioned on the receipt of any financing. For further discussion of the conditions to the Merger, see “ The Merger Agreement—Conditions to Consummation of the Merger .”

Q: What are the material U.S. federal income tax consequences of the Merger to the holders of Common Units?

A: If you are a U.S. Unitholder (as defined in the section titled “Material U.S. Federal Income Tax Consequences of the Merger”), the receipt of cash in exchange for Common Units pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes and the resulting tax liability, if any, will depend on your particular situation. Accordingly, you should consult your tax advisors regarding the particular tax consequences to you of the exchange of Common Units for cash pursuant to the Merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws).

Q: What do I need to do now?

A: No action by you is requested or required at this time. If the Merger is consummated, you will receive instructions regarding the surrender of your Common Units and payment for your Common Units.

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Q: What is householding?

A: The SEC has adopted rules that permit companies and intermediaries (such as brokers or banks) to satisfy the delivery requirements for information statements with respect to two or more security holders sharing the same address by delivering a single notice or information statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for unitholders and cost savings for companies. Banks, brokers and other nominees with accountholders who hold Common Units may be “householding” the Partnership’s information statement materials. As indicated in the notice provided by these brokers to holders of Common Units, a single information statement will be delivered to multiple unitholders sharing an address unless contrary instructions have been received from an affected holder of Common Units. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent.

If, at any time, you no longer wish to participate in “householding” and you prefer to receive a separate information statement, please notify your broker or write to the following address:

American Midstream Partners, LP

2103 CityWest Blvd.

Building #4, Suite 800

Houston, TX 77042

Attention: Investor Relations

Telephone: (346) 241-3497

Q: Whom should I call with questions?

A: If you have any questions about the Merger or need additional copies of this information statement, you should contact the Partnership at the above address and phone number.

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SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements. Statements identified by words such as “could,” “should,” “will,” “continue,” “predicts,” “scheduled,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” “forecast,” “creates,” “may” or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of the Partnership and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. These forward-looking statements are subject to a number of factors, assumptions, risks and uncertainties which could cause the Partnership’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements, and such differences may be material. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. These factors, assumptions, risks and uncertainties include, but are not limited to:

All forward-looking statements speak only as of the date of this information statement. You should not place undue reliance on these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions including, but not limited to, those discussed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”), which is attached as Annex C to this information statement, and the Partnership’s other filings with the SEC. Moreover, the Partnership operates in a very competitive and rapidly changing environment. New risks emerge from time to

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time. It is not possible for the Partnership’s management to predict all risks, nor can its management assess the impact of all factors on the Partnership’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Partnership may make. Although the Partnership believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements the Partnership makes in this information statement are reasonable, it can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

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THE MERGER

This section of the information statement describes the material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire information statement, including the full text of the Merger Agreement, for a more complete understanding of the Merger. A copy of the Merger Agreement is attached as Annex A hereto and incorporated by reference herein. In addition, important business and financial information about the Partnership is included in the Form 10-K, which is attached as Annex C to this information statement.

Effects of the Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the laws of the State of Delaware, the Merger Agreement provides for the merger of Merger Sub with and into the Partnership. The Partnership, which is sometimes referred to following the Merger as the surviving entity, will survive the Merger, and the separate limited liability company existence of Merger Sub will cease. As a result of the Merger, the Partnership will survive as a wholly owned subsidiary of Parent and Partnership GP. After the completion of the Merger, the certificate of limited partnership of the Partnership in effect immediately prior to the Effective Time will be the certificate of limited partnership of the surviving entity, until amended in accordance with its terms and applicable law, and the Partnership Agreement in effect immediately prior to the Effective Time will be amended and restated and, as so amended and restated, will be the agreement of limited partnership of the surviving entity from and after the Effective Time, until amended in accordance with its terms and applicable law.

The Merger Agreement provides that, at the Effective Time, each Common Unit issued and outstanding as of immediately prior to the Effective Time (other than the Sponsor Units) will be converted into the right to receive $5.25 in cash, to be paid without interest and reduced by any applicable tax withholding. As of the Effective Time, all of the Common Units converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be canceled and cease to exist.

Prior to the Effective Time, the Partnership and Partnership GP will, and Parent will cause its affiliates to, amend the Series C Warrant such that the Series C Warrant will remain outstanding through the Effective Time and be exercisable into the same number of Common Units after the Effective Time as of the date of the Merger Agreement. The Sponsor Units and the Series C Warrant (as amended in accordance with the Merger Agreement) will be unaffected by the Merger and will remain outstanding, and no consideration will be delivered in respect thereof.

Each Partnership Phantom Unit issued under the Partnership Equity Plans providing for the grant of awards of Common Units that has not vested or been settled prior to the Effective Time will be converted into a right to receive a cash payment in an amount equal to the Merger Consideration with respect to each such Partnership Phantom Unit, which amount will be payable in accordance with the terms of the underlying award agreement. Any Partnership Phantom Unit that is outstanding as of the Effective Time will not vest and, following conversion to a cash-based award, will continue to be eligible to vest in accordance with the terms of the applicable award agreements governing the original award of such Partnership Phantom Unit.

The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger, will remain outstanding and no consideration will be delivered in respect thereof.

The IDRs issued and outstanding immediately prior to the Effective Time will be automatically canceled and cease to exist, and no consideration shall be delivered in respect of the IDRs.

The Partnership’s net book value (calculated as total assets minus total liabilities) as of December 31, 2018 was approximately $450 million, and the Partnership’s net loss for the fiscal year ended December 31, 2018 was

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approximately $7.8 million. As of December 31, 2018, the Sponsor Entities beneficially owned or controlled approximately 51% of the Partnership’s outstanding Common Units on an as converted basis, representing an effective beneficial ownership by the Sponsor Entities of 51% of the Partnership’s net book value attributable to such Common Units, which represented an effective beneficial ownership by the Sponsor Entities attributable to around 51% of the Partnership’s net loss for the fiscal year ended December 31, 2018 (approximately $4.0 million). If the Merger is consummated, the Sponsor Entities’ aggregate beneficial interest in the Partnership’s net book value will increase to 100% and net earnings will increase to 100%. Accordingly, if the Merger is consummated, the Sponsor Entities’ aggregate beneficial interest in the Partnership’s net book value will increase to approximately $450 million, and net loss will increase to approximately $7.8 million, (based on the Partnership’s December 31, 2018 financial data), and the Sponsor Entities will have an indirect beneficial interest in the Partnership’s net book value and net income attributable to owners in proportion to such person or entity’s beneficial ownership interest in the Partnership. Parent and its affiliates will also be entitled to any future increase in the Partnership’s value and all income generated by the Partnership’s operations going forward.

Background of the Merger

The Sponsor Entities and their affiliates currently own and control, in the aggregate, (i) 15,385,954 Common Units (representing approximately 19.7% of the total number of Common Units outstanding, on a fully converted basis), (ii) 7,940,322 Series A-1 Convertible Preferred Units convertible into 10,172,347 Common Units (representing approximately 13.0% of the total number of Common Units outstanding, on a fully converted basis), (iii) 3,401,875 Series A-2 Convertible Preferred Units convertible into 4,358,142 Common Units (representing approximately 5.6% of the total number of Common Units outstanding, on a fully converted basis), (iv) 9,514,330 Series C Convertible Preferred Units convertible into 9,527,650 Common Units (representing approximately 12.2% of the total number of Common Units outstanding, on a fully converted basis). Accordingly, the Sponsor Entities and their affiliates currently own and control, in the aggregate, Common Units representing approximately 51% of the total number of Common Units issued and outstanding, on a fully converted basis, and control approximately 51% of the voting power of the limited partner interests. The Sponsor Entities and their affiliates also currently own and control 100% of the Partnership’s general partner interest and 100% of the Partnership’s IDRs. The Sponsor Entities and their affiliates also currently beneficially own 1,291,869 Common Units issuable upon exercise of the Series C Warrant, which Series C Warrant provides no right to vote on matters subject to Common Unit vote prior to the exercise thereof.

The Sponsor Entities, the GP Board and the senior management team of Partnership GP (“Management”) regularly review operational and strategic opportunities. In connection with these reviews, the parties from time to time evaluate potential transactions that would further their respective strategic objectives.

The landscape for master limited partnerships (“MLPs”) has changed considerably since 2015. The Tax Cuts and Jobs Act enacted at the end of 2017 lowered the U.S. federal corporate income tax rate from 35% to 21%, reducing the benefit of an MLP pass-through structure. In addition, in 2018, the U.S. Federal Energy Regulatory Commission disallowed MLPs from receiving an income tax allowance on pipelines with tolling fees set under the “cost of service” framework. Although the Partnership was only partially impacted by the disallowance, many MLPs were significantly impacted, and the ruling either resulted in or coincided with negative investor interest in investments in MLPs in general. Between HPIP’s acquisition of a controlling interest in Partnership GP on April 15, 2013 and the last trading day before the Merger Agreement was announced on March 15, 2019, the Alerian MLP Index, a leading gauge of energy MLPs whose constituents represent approximately 85% of total energy MLP market capitalization, declined by approximately 44%.

In addition, in the past several years, the Partnership has been unable to access capital in the public equity markets in any material amount, or on terms reasonably acceptable to the Partnership, which has contributed to the Partnership’s elevated leverage levels and limited the sources of capital available to the Partnership to fund growth capital expenditures. The Partnership has accessed external capital through the issuance of debt securities and its secured credit agreement, although even those sources were limited in 2018. Furthermore, the Partnership determined that issuing common units or preferred equity at then-current market terms may negatively impact the

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market price of the common units and the Partnership’s distribution coverage ratio and create further limitations on financing options. As a result of these developments and market conditions, in spring 2018, ArcLight began to consider a potential strategic transaction involving the Partnership, including a potential take private transaction, and discussed such strategic alternatives internally with the ArcLight investment committee.

On July 27, 2018, as part of the Partnership’s revised capital allocation strategy to reduce leverage, the Partnership declared a quarterly cash distribution of $0.1031 per Common Unit for the second quarter of 2018, representing an approximate 75% reduction in the quarterly Common Unit distribution from the prior quarter and resulting in a significant decline in the trading price of the Partnership’s Common Units. On July 29, 2018, (i) Southcross Energy Partners, L.P. (“SXE”) provided the Partnership notice of termination of the Agreement and Plan of Merger, dated as of October 31, 2017, among SXE, Southcross Energy Partners GP, LLC, the Partnership, Partnership GP and Cherokee Merger Sub LLC (as amended, the “SXE Merger Agreement”), and (ii) Southcross Holdings LP (“Southcross Holdings”) provided the Partnership notice of termination of the Contribution Agreement, dated as of October 31, 2017, among Southcross Holdings, the Partnership and Partnership GP (as amended, the “SXE Contribution Agreement” and, together with the SXE Merger Agreement, the “SXE Agreements”), as a result of the transactions contemplated by the SXE Agreements not being completed by June 15, 2018, which was due to the Partnership’s inability to obtain financing on terms reasonably acceptable to the Partnership. As a result of the termination of the SXE Contribution Agreement, the Partnership was required to pay a $17.0 million termination fee to Southcross Holdings. Furthermore, despite reporting strong operational results for the second quarter of 2018, the trading price of the Partnership’s Common Units did not improve materially.

On August 15, 2018 and on August 16, 2018, Busbar purchased 595,228 Common Units and 2,500 Common Units, respectively, in the open market.

In light of the general MLP market landscape, the Partnership’s inability to obtain additional capital from either the public equity or debt markets on commercially reasonable terms and the recent events negatively impacting the Partnership specifically, in mid-September 2018, an affiliate of ArcLight engaged Kirkland & Ellis LLP (“Kirkland”) to provide advice regarding a potential strategic transaction involving the Sponsor Entities’ investment in the Partnership, including organic growth projects, related party or third party acquisitions and a sponsor take private transaction. Representatives of ArcLight also contacted Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) and Potter Anderson & Corroon LLP to assist with the review and evaluation of such strategic alternatives.

On September 14, 2018, a representative of ArcLight contacted Gerald Tywoniuk, the Chairman of the Conflicts Committee, and informed him and Lynn L. Bourdon III, President and Chief Executive Officer of Partnership GP, that the Sponsor Entities were evaluating potential strategic transactions involving the Partnership, including a potential sponsor take private transaction.

On September 17, 2018, Mr. Tywoniuk contacted the other members of the Conflicts Committee, Peter Fasullo and Don Kendall, to inform them of the potential offer from ArcLight. Following such discussions, Mr. Tywoniuk contacted a representative of TK, which had previously served as legal counsel to the Conflicts Committee in connection with prior unrelated matters, and scheduled a call with the members of the Conflicts Committee and representatives of TK to discuss the potential offer to be received from ArcLight.

On September 26, 2018, the Conflicts Committee held a telephonic conference call with representatives of TK to discuss the potential offer by ArcLight. Representatives of TK reviewed with the Conflicts Committee the structure of other going private transactions involving MLPs, including the key terms of such going private transactions, the role of the Conflicts Committee in connection with reviewing, negotiating and determining whether to approve a going private or similar transaction, and certain Delaware law and SEC disclosure considerations that impact a going private or similar transaction. As part of this discussion, representatives of TK provided an overview of the Conflicts Committee’s duties under Delaware law and the Partnership Agreement in considering a potential offer from ArcLight. In addition, the Conflicts Committee discussed with TK the

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engagement of a financial advisor, and Mr. Tywoniuk updated the Conflicts Committee on discussions he had with representatives from potential financial advisors, including a discussion with a representative of Evercore, which had previously served as a financial advisor to the Conflicts Committee in connection with an unrelated matter. The Conflicts Committee asked questions of TK regarding its expertise and experience with respect to, among other types of transactions, going private or similar transactions. Later that day, the Conflicts Committee determined, based on TK’s prior experience with the Conflicts Committee and TK’s overall experience, including with respect to public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of conflicts transactions in general, that TK had the requisite expertise to provide high quality legal advice to the Conflicts Committee, and engaged TK as its legal counsel in connection with the evaluation of any potential strategic transaction involving the Sponsor Entities.

On September 27, 2018, MIH delivered a non-binding offer (the “September 27th Offer”) to the GP Board to acquire all of the issued and outstanding publicly held Common Units of the Partnership that were not directly owned by MIH and its affiliates in exchange for $6.10 in cash for each such Common Unit. The September 27th Offer stated that the transaction would be structured as a merger between the Partnership and a subsidiary of MIH. On September 28, 2018, MIH and its affiliates filed an amendment to their existing Schedule 13D and issued a press release announcing that MIH had made the September 27th Offer, and the Partnership issued a press release announcing receipt of the September 27th Offer.

On September 28, 2018, the GP Board met telephonically to review the September 27th Offer and to discuss with Gibson, Dunn & Crutcher LLP, counsel to the Partnership (“Gibson Dunn”), legal and other considerations related to the proposed take private transaction and conflicts related to the September 27th Offer. Also on September 28, 2018, the GP Board adopted resolutions formally affirming the appointment of the members of the Conflicts Committee and authorizing the Conflicts Committee to (i) review and evaluate the terms and conditions of, and to determine the advisability of, the Merger, (ii) negotiate, or delegate the ability to negotiate, the terms and conditions of the Merger, (iii) determine whether or not to approve the Merger, including by “Special Approval” (pursuant to Section 7.9(a) of the Partnership Agreement) and (iv) make a recommendation to the GP Board regarding whether or not to approve the Merger. Messrs. Tywoniuk, Fasullo and Kendall were selected to serve on the Conflicts Committee because, among other considerations, they are independent of the Sponsor Entities and their affiliates and had no material interest in any potential transaction with ArcLight different from the Unaffiliated Unitholders.

Later on September 28, 2018, the Conflicts Committee met telephonically with representatives of TK and Evercore in attendance to evaluate Evercore’s qualifications to act as the Conflicts Committee’s financial advisor in connection with a potential transaction. During the interview, the Conflicts Committee inquired as to Evercore’s experience with respect to, among other types of transactions, going private or similar transactions, the experience of potential team members of Evercore, and the availability of the potential team members of Evercore to assist the Conflicts Committee. Evercore confirmed to the Conflicts Committee that it had no relationship or conflicts of interest that would prevent it from serving as an independent advisor to the Conflicts Committee. There was a discussion among the Conflicts Committee and Evercore regarding Evercore’s capabilities, expertise, and compensation expectations. The Conflicts Committee asked Evercore to provide the Conflicts Committee with materials summarizing Evercore’s experience with respect to transactions that are similar to a sponsor take private transaction. Evercore provided such materials to the Conflicts Committee on September 29, 2018. The Conflicts Committee continued to meet on September 28, 2018 without Evercore, and the Conflicts Committee discussed with representatives of TK the terms of Evercore’s proposed fee and engagement letter in connection with its work as financial advisor to the Conflicts Committee. Following such discussion, the Conflicts Committee directed TK to contact members of Management to gather additional information regarding the Partnership and to review the engagement letter provided by Evercore. The Conflicts Committee also directed TK to recommend and engage separate Delaware counsel to assist TK in representing the Conflicts Committee.

On October 3, 2018, MIH engaged BofA Merrill Lynch as its financial advisor in connection with the Merger.

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On October 8, 2018, the Conflicts Committee began to conduct legal, financial and other due diligence on the Partnership.

On October 9, 2018, the Conflicts Committee engaged Evercore as its financial advisor in connection with the Merger.

On October 10, 2018, an affiliate of the Sponsor Entities, AL Blackwater, LLC (“AL Blackwater”), sent a notice to the Partnership regarding payment of $5 million of additional merger consideration (the “Additional Blackwater Consideration”) that the Partnership contractually owed to AL Blackwater in connection with certain earnout provisions of the Partnership’s previously disclosed acquisition of Blackwater Midstream Holdings, LLC (“Blackwater”) from AL Blackwater pursuant to the Agreement and Plan of Merger, dated as of December 10, 2013, among AL Blackwater, Blackwater, the Partnership and Blackwater Merger Sub, LLC (the “Blackwater Merger Agreement”). The Blackwater Merger Agreement, including the payment by the Partnership of the Additional Blackwater Consideration either in cash, through the issuance of Common Units, or a combination thereof, was approved by a conflicts committee of the GP Board in 2013. Given the liquidity needs of the Partnership in the fourth quarter of 2018, including the impending default under the Existing Partnership Credit Facility, AL Blackwater requested that the Additional Blackwater Consideration be paid through the issuance of Common Units in lieu of cash, as contemplated by the Blackwater Merger Agreement.

On October 11, 2018, the Conflicts Committee held a telephonic meeting with representatives of Evercore, TK and members of Management. Management made a presentation to the Conflicts Committee and its advisors with respect to the business of the Partnership, including the Partnership’s recent performance, Management’s financial projections for the Partnership, potential divestitures and potential growth opportunities for the Partnership.

Between October 11, 2018 and January 25, 2019, representatives of the Sponsor Entities, BofA Merrill Lynch and Management, and from time to time, Kirkland, held weekly telephonic meetings to discuss the status of the proposed merger and related topics.

On October 12, 2018, Management held a telephonic meeting with representatives of ArcLight, Kirkland and Gibson Dunn to discuss the expected development of, and timeline for, the negotiations related to the September 27th Offer.

On October 17, 2018, the Conflicts Committee engaged Morris Nichols as special Delaware counsel to the Conflicts Committee.

On October 26, 2018, the Conflicts Committee held a telephonic meeting with representatives of TK, members of Management and Gibson Dunn to discuss letters and other communications received from certain unitholders to share their perspective on the September 27th Offer with the Conflicts Committee. Following this discussion, the Conflicts Committee requested that Management continue to provide the Conflicts Committee with copies of any communications from unitholders received by the Partnership or Partnership GP in order for their perspectives to be understood by the Conflicts Committee and its advisors. Throughout the process of considering the Merger, the Conflicts Committee received and considered feedback provided by various unitholders.

Throughout October and November 2018, the Conflicts Committee and its representatives continued to conduct legal, financial and other due diligence on the Partnership and representatives of Evercore held several discussions with members of Management regarding the diligence questions related to the September 27th Offer. During such time, the Conflicts Committee held telephonic meetings with representatives of Evercore and TK wherein Evercore provided the Conflicts Committee with updates regarding the Partnership’s financial condition and prospects based on information received from Management through the diligence process.

On November 2, 2018, Messrs. Tywoniuk, Fasullo and Kendall, in their capacities as independent directors of the GP Board (the “Independent Directors”), met telephonically with representatives of TK to discuss the potential issuance of Common Units to MIH as the Additional Blackwater Consideration. The Independent

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Directors discussed with the representatives of TK the terms of the Blackwater Merger Agreement and the impact the issuance of the additional Common Units to MIH could have on the Sponsor Entities’ ability to approve the Merger without a unitholder meeting. The Independent Directors instructed TK to reach out to Management to confirm the Sponsor Entities’ beneficial ownership percentage of the Partnership.

On November 9, 2018, the GP Board held a previously scheduled quarterly board meeting to discuss, among other things, the Partnership’s quarterly results for the third fiscal quarter of 2018 and the Partnership’s preliminary 2019 capital budget.

On November 29, 2018, Management provided to the Conflicts Committee and its advisors financial information of the Partnership, including a copy of its current forecast model for the Partnership.

On November 30, 2018, the Independent Directors met telephonically with representatives of TK to discuss the Sponsor Entities’ current beneficial ownership percentage of the Partnership and the potential impact the issuance of additional Common Units to MIH as the Additional Blackwater Consideration would have on the Sponsor Entities’ ability to approve the Merger without a unitholder meeting. Prior to such meeting, Management confirmed that the Sponsor Entities beneficially owned more than 50% of the Common Units on a fully converted basis, including Common Units underlying the Series C Warrant, and, assuming exercise of the Series C Warrant, would have the power through such ownership interests to control the outcome of any matters requiring unitholder approval.

On December 4, 2018, the Conflicts Committee held a meeting with representatives of Evercore, TK, Management, the Sponsor Entities and BofA Merrill Lynch. At such meeting, Management presented its current forecast model for the Partnership. Following the presentation by Management, representatives of the Sponsor Entities and their advisors reviewed the September 27th Offer with the Conflicts Committee and representatives of Evercore and TK. Following discussion, the Conflicts Committee met separately with representatives of Evercore and TK to discuss the presentations received from Management and the Sponsor Entities.

On December 5, 2018, given the liquidity needs of the Partnership in the fourth quarter of 2018, including the impending default under the Existing Partnership Credit Facility, the Partnership elected to have the Additional Blackwater Consideration issued to MIH in the form of Common Units in lieu of cash, as contemplated by the Blackwater Merger Agreement and as requested by AL Blackwater. The issuance of Common Units was approved by written consent of a majority of the GP Board, which majority did not include the Independent Directors that serve on the Conflicts Committee of the GP Board. The $6.17 implied per unit valuation of the common units issued in connection with the Additional Blackwater Consideration, which was based on a 20 day VWAP as of October 10, 2018, was in excess of the September 27th Offer of $6.10 per Common Unit.

Prior to issuance of the Additional Blackwater Consideration in Common Units, the Sponsor Entities beneficially owned approximately 50.5% of the Partnership’s Common Units on a fully converted basis, including Common Units underlying the Series C Warrant, and, assuming the exercise of the Series C Warrant, would have had the power through such ownership interests to control the outcome of any matters requiring unitholder approval. The issuance of the Additional Blackwater Consideration increased the Sponsor Entities’ beneficial ownership from approximately 50.5% to approximately 51% of the Partnership’s Common Units on a fully converted basis, including Common Units underlying the Series C Warrant, and also increased the Sponsor Entities’ voting power, assuming the exercise of the Series C Warrant, from approximately 50.5% to approximately 51% on a fully converted basis.

On December 6, 2018, MIH and its affiliates amended their existing Schedule 13D to disclose ArcLight’s beneficial ownership of 50.5% of the Partnership resulting from the inclusion of Common Units underlying the previously issued Series C Warrant and updates to certain conversion ratios with respect to the convertible preferred units owned by MIH and its affiliates pursuant to certain anti-dilution provisions for such preferred units as set forth in the Partnership Agreement.

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On December 11, 2018, the Partnership delivered to its transfer agent the necessary documentation to effect the issuance of the Common Units representing the Additional Blackwater Consideration, following which MIH and its affiliates amended their existing Schedule 13D to disclose the Partnership’s issuance of Common Units as the Additional Blackwater Consideration to MIH pursuant to the existing earnout provisions of the Blackwater Merger Agreement.

Throughout December 2018, the U.S. financial markets and the oil commodity markets continued to experience significant declines, negatively impacting the Partnership’s business and delaying non-core asset sales that the Partnership had expected to undertake to provide liquidity and reduce leverage. In addition, in light of the Partnership’s impending default under the Existing Partnership Credit Facility, the Partnership began discussing various alternatives with its lenders (including Bank of America, N.A., an affiliate of MIH’s financial advisor) in mid-December 2018.

On December 20, 2018, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK. During the meeting, Evercore reported on its diligence with Management regarding the financial projections for the Partnership and certain related sensitivities, and representatives of Evercore presented the Conflicts Committee with a preliminary analysis of the financial terms of the proposed merger based on the financial projections received from Management.

On December 21, 2018, the lenders under the Existing Partnership Credit Facility consented to an amendment, effective as of December 27, 2018, providing for leverage covenant relief sufficient to avoid default under the Existing Partnership Credit Facility. In order to induce the requisite lender consent for such amendment, the Partnership was required to pay an amendment fee and agree to an additional restricted payment test for distributions, resulting in the inability to declare or pay cash distributions to the Partnership’s unitholders, including the Sponsor Entities, until the Partnership’s consolidated total leverage ratio is reduced to less than 5.00:1.00.

Also on December 21, 2018, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK. During the meeting, the Conflicts Committee continued to discuss Evercore’s presentation relating to Evercore’s preliminary analysis of the financial terms of the proposed merger. The Conflicts Committee also discussed with representatives of Evercore and TK the viewpoints expressed by certain unitholders as evidenced by letters and other communications sent to the Conflicts Committee, the outlook for the Partnership as a standalone MLP, and potential counterproposals to the September 27th Offer. Following such discussion, Mr. Tywoniuk updated the Conflicts Committee and its advisors on the approval by the GP Board of the amendment to the Existing Partnership Credit Facility and the resulting inability of the Partnership to declare or pay cash distributions to the Partnership’s unitholders until the Partnership’s consolidated total leverage ratio is reduced to less than 5.00:1.00. The Conflicts Committee and representatives of Evercore and TK discussed the impact that such amendment and the cessation of distributions on Common Units could have on the September 27th Offer. Following such discussion, the Conflicts Committee approved Mr. Tywoniuk reaching out to the Sponsor Entities to accept the September 27th Offer of $6.10 per Common Unit held by Unaffiliated Unitholders subject to Evercore delivering a fairness opinion relating to the September 27th Offer and the successful negotiation by the Conflicts Committee and TK of a definitive merger agreement with the Sponsor Entities and their legal advisors.

Later on December 21, 2018, representatives of the Sponsor Entities notified the Conflicts Committee that the Sponsor Entities were re-evaluating the September 27th Offer in light of eroding market conditions and the Partnership’s recent financial performance, including the potential default under the Existing Partnership Credit Facility.

On December 23, 2018, the Partnership through BofA Merrill Lynch provided to the Conflicts Committee a revised Partnership forecast model, which included the cessation of distributions to common unitholders throughout the forecast.

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On December 31, 2018, the Partnership filed a Current Report on Form 8-K announcing the entry into an amendment to the Existing Partnership Credit Facility and that as a result of such amendment, the Partnership did not expect to make any cash distributions on its Common Units or preferred units with respect to the fourth quarter of 2018 and continuing until its consolidated total leverage ratio is reduced to less than 5.00:1.00. On the trading day following this announcement, the trading price of the Partnership’s Common Units experienced significant further decline, closing at a price of $3.05 per Common Unit.

On January 2, 2019, MIH delivered a revised non-binding offer (the “January 2nd Offer”) to the Conflicts Committee to acquire all of the issued and outstanding publicly held Common Units of the Partnership that were not directly owned by MIH and its affiliates in exchange for $4.50 in cash for each such Common Unit. The other proposed terms of the potential transaction remained as set forth in the September 27th Offer.

On January 3, 2019, MIH and its affiliates filed an amendment to their existing Schedule 13D disclosing that MIH had made the January 2nd Offer and the Partnership issued a press release announcing receipt of the January 2nd Offer.

Also on January 3, 2019, the Conflicts Committee met telephonically with representatives of Evercore and TK to discuss the January 2nd Offer and the viability of other alternatives for the Partnership, including the ability of the Partnership to continue as a standalone MLP and execute on its current business plan assuming no continued financial support from ArcLight. TK also advised the Conflicts Committee of the Sponsor Entities’ rights under the Partnership Agreement to approve the Merger.

On January 5, 2019, Kirkland delivered an initial draft of the Merger Agreement to TK. The initial draft of the Merger Agreement provided, among other things, that (i) the Partnership could not solicit any proposal that could constitute an acquisition proposal (a “no-shop” provision), (ii) the Conflicts Committee could only change its recommendation with respect to the Merger if it determined in good faith (after consultation with its financial advisor and outside legal counsel) that an acquisition proposal constitutes a superior proposal and that the failure to take such action would constitute a breach of its duties under the Partnership Agreement or applicable law, (iii) the Sponsor Entities would deliver the Equity Commitment Letter to the Partnership upon execution of the Merger Agreement and that it would not be a condition to closing that the Sponsor Entities obtain financing, (iv) the Sponsor Entities could, subject to its obligations described in clause (iii), choose to obtain debt, debt-like, preferred equity or other equity-like financing to fund the merger consideration (“Alternative Financing”) and, should it so choose, the Partnership would cooperate in facilitating such Alternative Financing, (v) without the Sponsor Entities’ prior written consent, the closing could not occur prior to a to-be-agreed date sufficient to give the Sponsor Entities a reasonable amount of time to obtain any Alternative Financing (such date, the “Inside Date”) and (vi) if the Merger Agreement were terminated in certain circumstances, the Partnership would be required to pay to the Sponsor Entities the reasonable out-of-pocket expenses actually incurred by the Sponsor Entities in connection with the Merger Agreement and the transactions contemplated thereby. The initial draft of the Merger Agreement did not contemplate a reverse termination fee payable by the Sponsor Entities in the event the Merger Agreement is terminated under certain circumstances, the delivery of a fund guarantee from an affiliate of ArcLight guaranteeing payment of such reverse termination fee or the delivery of the written consent of the Limited Partners constituting a Unit Majority (as defined in the Partnership Agreement and which by the terms of the Partnership Agreement includes the Common Units, the Series A-1 Convertible Preferred Units, Series A-2 Convertible Preferred Units and the Series C Convertible Preferred Units, on an “as if” converted basis, voting together as a single class) approving the Merger Agreement and the Merger (the “Unit Majority Consent”) at the time of signing. Between the delivery of the initial draft of the Merger Agreement and the execution thereof on March 17, 2019, representatives of TK and Gibson Dunn communicated with each other on the proposed terms of the various drafts exchanged among the parties.

On January 8, 2019, the Conflicts Committee met telephonically with representatives of Evercore, TK, Management, the Sponsor Entities, Kirkland and BofA Merrill Lynch. Representatives of the Sponsor Entities and their advisors discussed the January 2nd Offer with the Conflicts Committee and its advisors and provided a summary of their views of the business and financial condition of the Partnership and the broader market forces that

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influenced their view of the Partnership that led to the lower January 2nd Offer. Following such discussion, the Conflicts Committee met separately with representatives of Evercore and TK to discuss the analysis and views provided by the Sponsor Entities. Following such discussion, representatives of Evercore updated the Conflicts Committee on its processes for completing its due diligence and financial analysis of the proposed merger.

On January 11, 2019, the Conflicts Committee met telephonically with representatives of Evercore, TK and Management. Management discussed its views on the broader market forces impacting the oil and gas industry, including the broader decline in equity markets and the significant decline in oil prices occurring in the fourth quarter of 2018. Management discussed with the Conflicts Committee and its advisors the impact such market forces were having on the Partnership’s business and projections and on certain assets and segments of the Partnership. Following such discussion, the Conflicts Committee met separately with representatives of Evercore and TK to discuss the analysis and views provided by Management.

On January 15, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK. Evercore provided the Conflicts Committee with Management’s updated financial projections for the Partnership and summarized key differences from earlier financial projections for the Partnership delivered by Management. Evercore also provided the Conflicts Committee an updated preliminary analysis of the financial terms of the proposed merger based on the revised financial projections received from Management.

On January 17, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK. The Conflicts Committee continued to discuss with Evercore its updated preliminary analysis of the financial terms of the proposed merger. At the request of the Conflicts Committee, representatives of Evercore provided the Conflicts Committee with a general overview of the current credit markets and then discussed the Partnership’s credit considerations, including the Partnership’s financial constraints under the Existing Partnership Credit Facility and the indenture governing the Partnership’s 8.50% Senior Notes due 2021 (the “Indenture”), the impact that potential de-leveraging transactions of the Partnership may have on the Partnership’s ability to refinance or extend its credit facility maturity date, and the limitations on extending any such maturity date beyond the December 15, 2021 maturity date of the Partnership’s 8.50% Senior Notes due 2021. At the request of the Conflicts Committee, representatives of Evercore also presented to the Conflicts Committee a summary of Evercore’s review of the financial analysis of the Partnership included in letters and other communications from certain unitholders to the Conflicts Committee. Representative of TK presented to the Conflicts Committee a summary of the impact that the January 2nd Offer would have on the vesting of certain phantom units and options held by members of Management.

On January 18, 2019, Management provided to the Conflicts Committee and Evercore a summary of Management’s preliminary analysis of the potential impact on the financial projections of the Partnership of BP’s January 8, 2019 public announcement of additional oil discoveries in the Gulf of Mexico.

On January 21, 2019, representatives of TK held a telephonic conference call with representatives of Morris Nichols to discuss the draft Merger Agreement and related issues.

On January 21, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK to continue reviewing and discussing Evercore’s updated preliminary analysis of the financial terms of the proposed merger. Evercore discussed the Partnership’s current debt capitalization including the limitations under the Existing Partnership Credit Facility and the Indenture with respect to incurring additional indebtedness and extending the maturity date of the Existing Partnership Credit Facility beyond the maturity date of the Partnership’s 8.50% Senior Notes due 2021. Evercore also discussed the preliminary analysis received from Management regarding the prior public announcement by BP of additional oil discoveries in the Gulf of Mexico and their potential impact on the Partnership’s offshore assets.

On January 22, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK to continue discussing Evercore’s updated preliminary analysis of the financial terms of the proposed merger. Following such discussion, the Conflicts Committee determined that, based on the diligence performed by the Conflicts Committee and its advisors, the valuation of the Partnership could support an amount per

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Common Unit greater than the January 2nd Offer. The Conflicts Committee directed Evercore to deliver a message to BofA Merrill Lynch on behalf of the Conflicts Committee that the Conflicts Committee saw value in the Partnership that substantially exceeded the January 2nd Offer.

On January 23, 2019, at the direction of the Conflicts Committee, Evercore verbally communicated the Conflicts Committee’s message to BofA Merrill Lynch. BofA Merrill Lynch subsequently relayed the message to the Sponsor Entities.

Over the next week, representatives of the Sponsor Entities and their advisors discussed the Conflicts Committee’s message that the Conflicts Committee saw value in the Partnership that substantially exceeded the January 2nd Offer and potential alternatives to the proposed merger transaction, in light of the then-current trading price of the Partnership’s Common Units and Management’s projections. Based on these discussions, on February 1, 2019, at the direction of the Sponsor Entities, BofA Merrill Lynch verbally communicated the Sponsor Entities’ revised offer of $4.85 per Common Unit held by Unaffiliated Unitholders to Evercore.

On February 5, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK. Evercore reported the most recent offer made by the Sponsor Entities and provided an update regarding its diligence of Management’s financial projections for the Partnership. The Conflicts Committee discussed the Sponsor Entities’ most recent offer and potential counterproposals. Representatives of TK again reviewed with the Conflicts Committee its duties to the Partnership, including the Unaffiliated Unitholders, in considering and responding to the Sponsor Entities’ revised offer.

On February 6, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK to further discuss potential counterproposals to the Sponsor Entities’ most recent offer.

On February 7, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK to further discuss potential counterproposals to the Sponsor Entities’ most recent offer. Following discussion, the Conflicts Committee determined to make a counterproposal of $6.25 in cash for each Common Unit held by Unaffiliated Unitholders.

On February 8, 2019, the Conflicts Committee verbally communicated its revised offer to a representative of the Sponsor Entities.

On February 9, 2019, the Conflicts Committee held a telephonic meeting with Management to discuss Management’s views with respect to the Partnership, including as it relates to its financial condition, prospects and operations, in connection with points raised by the representative of the Sponsor Entities when the Conflicts Committee communicated its most recent counterproposal.

On February 10, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK to update its advisors on the Conflicts Committee’s conversation with the representative of the Sponsor Entities when it communicated its counterproposal and its conversation with Management.

On February 17, 2019, a representative of the Sponsor Entities verbally communicated to Mr. Tywoniuk that the Sponsor Entities were prepared to pay approximately $5.00 in cash per Common Unit held by Unaffiliated Unitholders.

On February 18, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK at which the Conflicts Committee discussed the Sponsor Entities’ most recent revised offer. The Conflicts Committee discussed the various alternatives available to the Partnership in proceeding as a stand alone business and the refinancing risks of the Existing Partnership Credit Facility and the Indenture, and the Partnership’s inability to reinstate cash distributions on Common Units in the upcoming fiscal quarters. Following discussion, the Conflicts Committee determined to make a counterproposal of $5.30 in cash per Common Unit held by Unaffiliated Unitholders.

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Later on February 18, 2019, Mr. Tywoniuk verbally communicated the counteroffer of $5.30 to a representative of the Sponsor Entities. Following discussion, Mr. Tywoniuk and the representative of the Sponsor Entities each agreed that $5.25 in cash per Common Unit represented merger consideration that should be satisfactory to each side, subject to obtaining necessary internal approvals. Following their respective internal deliberations, the Sponsor Entities and the Conflicts Committee formally agreed on a price of $5.25 in cash per Common Unit held by Unaffiliated Unitholders, subject to the Conflicts Committee receiving a fairness opinion for such price from Evercore, and the parties reaching agreement on the Merger Agreement and ancillary documents.

On February 21, 2019, representatives of TK called representatives of Kirkland to discuss the draft Merger Agreement, which included a discussion on the Sponsor Entities’ approach to approving the Merger and obtaining consent of the lenders under the Existing Partnership Credit Facility. Kirkland confirmed that the Sponsor Entities intended to approve the Merger through delivery of the Unit Majority Consent and that the present intent of the Sponsor Entities was to obtain the consent of the lenders under the Existing Partnership Credit Facility on or prior to the signing of the Merger Agreement.

On the morning of February 23, 2019, the Conflicts Committee held a telephonic meeting with representatives of TK to review and discuss the revised draft of the Merger Agreement prepared by TK. Following such discussion, the Conflicts Committee instructed TK to deliver a revised draft of the Merger Agreement to Kirkland reflecting the revisions the Conflicts Committee discussed with TK, including, among others, (i) providing for a reverse termination fee payable to the Partnership by the Sponsor Entities if the Merger Agreement is terminated under certain circumstances, (ii) requiring the Limited Guarantee by an affiliate of ArcLight guaranteeing payment of the reverse termination fee and the Partnership’s indemnification obligations with respect to the directors, officers and employees of the Partnership, (iii) providing for a cap on the Sponsor Entities’ expenses that are subject to reimbursement by the Partnership if the Merger Agreement is terminated under certain circumstances, (iv) removing the closing condition requiring the absence of a Partnership Material Adverse Effect and (v) limiting the ability of the Sponsor Entities to obtain Alternative Financing to circumstances in which there has been a breach of the Equity Commitment Letter or any portion of the Equity Commitment Letter becomes unavailable, and removing the related Inside Date concept.

Between February 24, 2019 and March 1, 2019, representatives of the Sponsor Entities and Kirkland had several discussions regarding the terms included in TK’s revised draft of the Merger Agreement and proposed responses to such terms.

After discussion with the Sponsor Entities, on March 1, 2019, Kirkland delivered a revised draft of the Merger Agreement to TK. The draft (i) accepted the Conflicts Committee’s revisions requiring the Sponsor Entities to pay a reverse termination fee if the Merger Agreement is terminated under certain circumstances, (ii) accepted the Conflicts Committee’s revisions requiring the delivery of the Limited Guarantee guaranteeing payment of the reverse termination fee, (iii) accepted the Conflicts Committee’s revisions capping the amount of the Sponsor Entities’ expenses that are subject to reimbursement by the Partnership if the Merger Agreement is terminated under certain circumstances, (iv) reinserted the closing condition requiring the absence of a Partnership Material Adverse Effect and (v) generally rejected the Conflicts Committee’s revisions to the Alternative Financing provisions, including the Conflicts Committee’s deletion of the Inside Date concept. The draft proposed a reverse termination fee of $8.0 million and a cap on the Sponsor Entities’ reimbursable expenses of $5.0 million.

Also on March 1, 2019, Management through BofA Merrill Lynch provided an updated Partnership forecast model to the Conflicts Committee, which incorporated adjustments to certain assumptions including with respect to proceeds expected to be received in certain planned divestitures.

On March 4, 2019, the Conflicts Committee held a telephonic meeting with representatives of TK. TK presented the terms of Kirkland’s most recent draft of the Merger Agreement. The Conflicts Committee discussed the terms of the draft and directed TK to discuss the Merger Agreement with Kirkland consistent with the Conflicts Committee’s feedback and instruction.

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On March 5, 2019, representatives of TK and Kirkland discussed the Merger Agreement and the process for reaching resolution on the outstanding issues. TK and Kirkland discussed the Sponsor Entities’ restructuring plans that were referenced in the draft Merger Agreement, the identity of the equity commitment provider, the guarantor of the Limited Guarantee and the status of obtaining the lender consent under the Existing Partnership Credit Facility. Later that day, Kirkland delivered an initial draft of the Equity Commitment Letter and the Limited Guarantee to TK.

Also on March 5, 2019, the Conflicts Committee met telephonically with representatives of Evercore, TK, Management, the Sponsor Entities and BofA Merrill Lynch. Management discussed the updated financial projections of the Partnership with the Conflicts Committee and representatives of Evercore.

On March 6, 2019, TK held a telephonic conference call with Morris Nichols to discuss various provisions in the draft Merger Agreement, including the delivery by the Sponsor Entities of the Unit Majority Consent.

Also on March 6, 2019, TK delivered a revised draft of the Merger Agreement to Kirkland reflecting the revisions the Conflicts Committee and Morris Nichols discussed with TK, including, among others, (i) requiring the Sponsor Entities to deliver the Unit Majority Consent immediately prior to signing the Merger Agreement, (ii) removing the closing condition requiring the absence of a Partnership Material Adverse Effect, (iii) limiting the scope of certain of the Partnership’s representations and warranties and proposing that certain representations and warranties be qualified by reference to the Partnership’s draft Form 10-K for the year ended December 31, 2018 (the “Draft 10-K”) regardless of whether the Draft 10-K is filed prior to execution of the Merger Agreement and (iv) limiting the ability of the Sponsor Entities to obtain Alternative Financing to circumstances in which there has been a breach of the Equity Commitment Letter or any portion of the Equity Commitment Letter becomes unavailable, and removing the related Inside Date concept. The revised draft also increased the reverse termination fee to $15.0 million and requested that the Sponsor Entities propose a lower cap with respect to the Sponsor Entities’ reimbursable expenses.

On March 7, 2019, representatives of the Sponsor Entities and Kirkland discussed the revisions included in TK’s most recent draft of the Merger Agreement and the Sponsor Entities’ proposed responses, including, among others, reducing the reverse termination fee to $9.5 million and reducing the cap on the Sponsor Entities’ reimbursable expenses to $3.5 million. In addition, the Sponsor Entities proposed that the Existing Partnership Credit Facility Modifications, which the parties had initially contemplated obtaining prior to executing the Merger Agreement, be made a closing condition.

On March 8, 2019, representatives of TK and Kirkland discussed the Merger Agreement, in which Kirkland conveyed certain commercial points to be settled between the Conflicts Committee and the Sponsor Entities. Among other matters, representatives of TK and Kirkland discussed that the Sponsor Entities will require flexibility to pursue alternative financing sources prior to closing and that the Partnership would not be able to obtain the Existing Partnership Credit Facility Modifications prior to signing of the Merger Agreement.

On March 9, 2019, Kirkland followed up with a written list of the outstanding commercial points, which included, among other things, (i) limiting the scope of the Limited Guarantee to only cover the reverse termination fee, (ii) including the closing condition requiring the absence of a Partnership Material Adverse Effect, (iii) including the Sponsor Entities’ Alternative Financing construct, (iv) reducing the reverse termination fee to $9.5 million, (v) reducing the cap on the Sponsor Entities’ reimbursable expenses to $3.5 million and (vi) providing for a closing condition requiring the Partnership to have obtained the Existing Partnership Credit Facility Modifications.

On the morning of March 10, 2019, the Conflicts Committee held a telephonic meeting with representatives of TK to review the outstanding commercial points in the Merger Agreement. The Conflicts Committee discussed with TK each commercial point provided by Kirkland and directed TK to deliver the Conflicts Committee’s responses on each commercial point to Kirkland. Later that same day, TK communicated to Kirkland the Conflicts Committee’s responses to the commercial points, which included accepting (i) the scope of the Limited Guarantee being limited to the reverse termination fee, (ii) the closing condition requiring the

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absence of a Partnership Material Adverse Effect, (iii) the Sponsor Entities’ Alternative Financing construct, including the Inside Date concept, with minor alterations, (iv) capping the Sponsor Entities’ reimbursable expenses at $3.5 million and (v) the closing condition requiring the Partnership to have obtained the Existing Partnership Credit Facility Modifications. The Conflicts Committee proposed a $13.0 million reverse termination fee payable by the Sponsor Entities in the event the Merger Agreement is terminated under certain circumstances.

On March 12, 2019, Kirkland delivered a revised draft of the Merger Agreement to TK along with an initial draft of a summary of pre-merger restructuring transactions. The draft reflected the commercial points previously resolved by the parties, and (i) accepted the Conflicts Committee’s revisions requiring the Sponsor Entities to deliver the Unit Majority Consent upon execution of the Merger Agreement, (ii) rejected the Conflicts Committee’s proposal that certain representations and warranties be qualified by reference to the Partnership’s Draft 10-K, (iii) added a mutual termination right in the event the Existing Partnership Credit Facility Modifications are not obtained within three weeks of signing the Merger Agreement and (iv) proposed that the reverse termination fee be decreased to $12.0 million.

Later in the day on March 12, 2019, TK delivered revised drafts of the Equity Commitment Letter and the Limited Guarantee to Kirkland.

On March 13, 2019, Management delivered a draft of the Partnership’s Draft 10-K to the Sponsor Entities and Kirkland.

Also on March 13, 2019, representatives of Kirkland and TK discussed the outstanding legal and commercial terms in the Merger Agreement, in particular (i) the proposal that certain of the Partnership’s representations and warranties be qualified by reference to the Draft 10-K and (ii) the closing condition requiring the Partnership to have obtained the Existing Partnership Credit Facility Modifications.

Later in the day on March 13, 2019, Kirkland delivered to TK revised drafts of the Equity Commitment Letter and the Limited Guarantee.

On March 14, 2019, TK delivered to Kirkland revised drafts of the Merger Agreement, the Equity Commitment Letter and the Draft 10-K, along with an initial draft of the disclosure schedules. The revised draft of the Merger Agreement (i) limited the scope of certain of the Partnership’s representations and warranties and qualified certain representations and warranties by reference to the Draft 10-K, (ii) accepted the addition of a mutual termination right in the event the Existing Partnership Credit Facility Modifications are not obtained within three weeks of signing the Merger Agreement and (iii) accepted the Sponsor Entities’ proposed reverse termination fee of $12.0 million.

Also on March 14, 2019, BofA Merrill Lynch provided materials to MIH regarding certain financial aspects of the proposed Merger.

On the morning of March 15, 2019, the Conflicts Committee held a telephonic meeting with representatives of TK to discuss the status of the Merger, including the process for finalizing the Merger Agreement. TK reviewed with the Conflicts Committee the draft Merger Agreement and the items that TK had discussed with Kirkland.

Later in the day on March 15, 2019, the ArcLight Capital Holdings, LLC investment committee approved the relevant Sponsor Entities’ entry into the Merger Agreement, the Equity Commitment Letter and the Limited Guarantee, subject to final negotiation of the relevant documents.

During the evening of March 15, 2019, representatives of the Sponsor Entities and Kirkland met telephonically to discuss TK’s most recent draft of the Merger Agreement and the draft disclosure schedules. Following discussion, Kirkland delivered a revised draft of the Merger Agreement to TK. The revised draft (i) generally accepted the Conflicts Committee’s modifications to the Partnership’s representations and warranties and the Conflicts Committee’s proposal that certain representations and warranties be qualified by

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reference to the Draft 10-K, subject to certain limitations, (ii) specified that the Sponsor Entities would not be obligated to incur any non- de minimis direct or indirect costs in connection with obtaining third party consents or waivers and (iii) added a closing condition requiring the Partnership to deliver the audited financial statements required under the Existing Partnership Credit Facility to the lenders thereunder by April 30, 2019. In addition, TK delivered an updated Draft 10-K to the Sponsor Entities and Kirkland.

Later that same evening, representatives of Kirkland and TK discussed the changes made to the Merger Agreement.

On the morning of March 16, 2019, the Conflicts Committee held a telephonic meeting with representatives of Evercore and TK. Representatives of TK provided the Conflicts Committee with a summary of the terms and conditions of the Merger Agreement, including the outstanding items that needed to be resolved in the Merger Agreement. Representatives of Evercore then presented its financial analysis of the Merger Consideration and, at the request of the Conflicts Committee, rendered an oral opinion to the Conflicts Committee, which was subsequently confirmed by delivery of a written opinion dated March 16, 2019, to the effect that, as of the date of its opinion, and based upon the assumptions made, matters considered, procedures followed, and qualifications and limitations of the review undertaken in rendering its opinion as set forth therein, the Merger Consideration was fair, from a financial point of view, to the Unaffiliated Unitholders. At this meeting, the Conflicts Committee (i) determined that the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, were in the best interests of the Partnership and the Unaffiliated Unitholders, (ii) granted “Special Approval” (as defined in the Partnership Agreement) of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the GP Board adopt and approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger. The Conflicts Committee instructed TK to schedule a call with the Conflicts Committee, Kirkland, Management, Gibson Dunn and the Sponsor Entities prior to the GP Board meeting in order to discuss and resolve all outstanding issues under the Merger Agreement. Later that same morning, TK delivered a revised draft of the Merger Agreement to Kirkland containing minor changes discussed between the parties.

In the early afternoon of March 16, 2019, following the meeting of the Conflicts Committee, representatives of TK, Kirkland, the Conflicts Committee, Management, Gibson Dunn and the Sponsor Entities met telephonically to discuss the final revisions to the Merger Agreement. Following discussion and resolution of all outstanding issues in the Merger Agreement, Kirkland prepared final drafts of the Merger Agreement, Equity Commitment Letter and Limited Guarantee. In advance of the GP Board meeting later in the afternoon, a representative of the Partnership circulated certain materials to the GP Board, the Conflicts Committee and their respective advisors. Such materials included (i) an agenda, (ii) a presentation regarding legal duties under Delaware law and the Partnership Agreement, (iii) an executive summary of Evercore’s analysis, (iv) proposed resolutions, (v) a draft press release and (vi) a summary of the Merger Agreement. In addition, the substantially final draft of the Merger Agreement was posted electronically for the GP Board’s review.

In the late afternoon of March 16, 2019, at a meeting of the GP Board, following a presentation on legal and other matters from Gibson Dunn, TK and Evercore, the GP Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of the Partnership and Partnership GP, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement, and the transactions contemplated thereby, including the Merger, be submitted to a vote of Limited Partners pursuant to the Partnership Agreement, and (iv) authorized the approval of the Merger Agreement, and the transactions contemplated thereby, including the Merger, by the Limited Partners without a meeting, without a vote and without prior notice, pursuant to and on the conditions set forth in the Partnership Agreement.

In the early evening of March 17, 2019, Kirkland provided final drafts of the Merger Agreement, Equity Commitment Letter and Limited Guarantee to TK. Representatives of TK and Kirkland discussed the final changes made to the Merger Agreement.

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Later in the evening on March 17, 2019, the Sponsor Entities delivered the Unit Majority Consent and the parties executed the Merger Agreement, the Equity Commitment Letter and the Limited Guarantee.

On March 18, 2019, prior to market open, the Partnership issued a press release announcing the execution of the Merger Agreement and filed a copy of the Merger Agreement as an exhibit to a Current Report on Form 8-K.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

Under Section 7.9(a) of the Partnership Agreement, whenever a potential conflict of interest exists or arises between Partnership GP or any of its affiliates, on the one hand, and the Partnership or any partner of the Partnership, on the other, such as the consideration of the Merger Agreement and the transactions contemplated thereby, any resolution or course of action by Partnership GP or its affiliates in respect of such conflict of interest is permitted and deemed approved by all partners of the Partnership, and does not constitute a breach of the Partnership Agreement, any organizational document of the Partnership’s subsidiaries, any agreement contemplated by the Partnership Agreement or any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is approved by “Special Approval.” For purposes of the Partnership Agreement, “Special Approval” means approval by a majority of the members of the Conflicts Committee.

Under Section 7.9(b) of the Partnership Agreement, whenever Partnership GP makes a determination or takes or declines to take any other action, or any of its affiliates causes it do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under the Partnership Agreement, any organizational documents of the Partnership’s subsidiaries or any other agreement contemplated by the Partnership Agreement, then, unless another express standard is provided for in the Partnership Agreement, Partnership GP, or such affiliate causing it do so, shall make such determination or decline to take such other action in good faith and shall not be subject to any other or different standards imposed by the Partnership Agreement, any organizational document of the Partnership’s subsidiaries, any other agreement contemplated by the Partnership Agreement or under applicable law.

Pursuant to Section 7.9(b) of the Partnership Agreement, in order for a determination or other action to be in “good faith,” the person or persons making such determination or taking or declining to take such other action must subjectively believe that the determination or other action is in, or not opposed to, the best interests of the Partnership.

Under Section 7.10(b) of the Partnership Agreement, Partnership GP may consult with legal counsel, accountants, appraiser, management consultants, investment bankers and other consultants and advisors selected by it, and act any taken or omitted to be taken in reliance upon the opinion of such persons as to matters that Partnership GP reasonably believes to be within such person’s professional or expert competence is conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

Recommendation of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger

The Conflicts Committee

The Conflicts Committee consists of three directors that meet the independence qualifications for membership on a conflicts committee set forth in the Partnership Agreement: Gerald A. Tywoniuk (Chairman), Peter A. Fasullo and Donald R. Kendall, Jr. On September 28, 2018, the GP Board resolved by unanimous written consent to delegate to the Conflicts Committee the power and authority to (i) review and evaluate the terms and conditions of, and to determine the advisability of, the Merger, (ii) negotiate, or delegate the ability to negotiate, the terms and conditions of the Merger, (iii) determine whether or not to approve the Merger, including by “Special Approval” (pursuant to Section 7.9(a) of the Partnership Agreement) and (iv) make a recommendation to the GP Board regarding whether or not to approve the Merger.

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The Conflicts Committee retained Evercore as its financial advisor, TK as its legal counsel and Morris Nichols as special Delaware counsel. The Conflicts Committee conducted a review and evaluation of the Merger and the Merger Agreement and negotiated with the Sponsor Entities and their representatives with respect to the Merger and the Merger Agreement.

On March 16, 2019, the Conflicts Committee unanimously (i) determined that the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, were in the best interests of the Partnership and the Unaffiliated Unitholders, (ii) granted “Special Approval” (as defined in the Partnership Agreement) of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the GP Board adopt and approve the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

Reasons for the Conflicts Committee’s Recommendation

The Conflicts Committee consulted with its financial and legal advisors and considered many factors in making its determination and approval, and the related recommendation to the GP Board. As part of its deliberative process, the Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and approval, and the related recommendation to the GP Board:

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As part of its deliberative process, the Conflicts Committee considered the following factors to be generally negative or unfavorable in making its determination and approvals, and the related recommendation to the GP Board:

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The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the Conflicts Committee considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, each of the members of the Conflicts Committee may have given differing weights to different factors. Overall, the Conflicts Committee believed that the positive factors supporting the Merger outweighed the negative factors it

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considered. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “ Special Note Concerning Forward-Looking Statements .”

The GP Board

The GP Board consists of nine directors, three of whom are independent. As such, some of the directors on the GP Board may have different interests in the Merger than the Unaffiliated Unitholders. For a complete discussion of these and other interest of the members of the GP Board in the Merger, see “ — Interests of the Directors and Executive Officers of Partnership GP in the Merger .” Because of such possible and actual conflicts of interests, the GP Board, on September 28, 2018, resolved by unanimous written consent to delegate to the Conflicts Committee the power and authority to (i) review and evaluate the terms and conditions of, and to determine the advisability of, the Merger, (ii) negotiate, or delegate the ability to negotiate, the terms and conditions of the Merger, (iii) determine whether or not to approve the Merger, including by “Special Approval” (pursuant to Section 7.9(a) of the Partnership Agreement) and (iv) make a recommendation to the GP Board regarding whether or not to approve the Merger.

On March 16, 2019, the Conflicts Committee unanimously determined that each of the Merger Agreement and the Merger is in the best interests of the Partnership and the Unaffiliated Unitholders. Based upon such determination, the Conflicts Committee recommended to the GP Board that the GP Board approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger. Later on March 16, 2019, the GP Board, after considering the factors discussed below, including the unanimous determination and recommendation of the Conflicts Committee, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and Partnership GP, (ii) approved the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the limited partners of the Partnership, and (iv) authorized the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the limited partners of the Partnership without a meeting, without a vote and without prior notice, pursuant to and on the conditions set forth in the Partnership Agreement.

In determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interest of the Partnership and its Unaffiliated Unitholders, the GP Board considered a number of factors, including the following material factors:

In doing so, the GP Board expressly adopted the analysis of the Conflicts Committee, which is discussed above. In addition, under the SEC rules governing “going private” transactions, the Partnership and Partnership GP are engaged in a “going private” transaction and, therefore, are required to express their position as to the fairness of the proposed Merger to the Partnership’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The GP Board, on behalf of Partnership GP and the Partnership, and the Conflicts Committee are making the following statements solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The GP Board, on behalf of Partnership GP and the Partnership, on the basis of the factors described above, believes that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was filed with the SEC) is both procedurally and substantively fair to the Unaffiliated Unitholders.

The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the GP Board in considering the Merger. In view of the various

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factors and information considered, the GP Board did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the GP Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was determinative of its ultimate determination, and individual members of the GP Board may have given different weights to different factors. The GP Board made its recommendation based on the totality of information presented to, and the investigation conducted by, the GP Board. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “ Special Note Concerning Forward-Looking Statements .”

Unaudited Financial Projections of the Partnership

In connection with the Merger, Management prepared non-public, unaudited projections of future financial and operating performance of the Partnership for the fiscal years ending December 31, 2019 through 2023, except in the case of Delta House Offshore Production Platform (“Delta House”), for which projections of estimated cash flows were provided for the periods 2019 through 2025 (collectively, the “Partnership Financial Projections”). The Partnership Financial Projections summarized below were provided to the Conflicts Committee and the GP Board in connection with their consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger. The Partnership Financial Projections also were provided to the Conflicts Committee’s financial advisor, Evercore, for its use and reliance in connection with Evercore’s financial analyses and opinion described under the heading “ —Opinion of the Financial Advisor to the Conflicts Committee. ” Set forth below is a summary of the Partnership Financial Projections, which is included in this information statement to give the Unaffiliated Unitholders access to certain non-public, unaudited prospective financial information that was made available to the Conflicts Committee, Evercore and the GP Board in connection with the Merger.

You should be aware that uncertainties are inherent in prospective financial information of any kind, and such uncertainties may increase with the passage of time. Neither the Partnership nor any of its affiliates, advisors, officers, directors, or representatives has made or makes any representation or can give any assurance to any Unaffiliated Unitholder, or any other person, regarding the ultimate performance of the Partnership compared to the information set forth in the Partnership Financial Projections, or that any such results will be achieved on the projected time horizon, or at all , or that any such results will not be exceeded.

The Partnership Financial Projections included in this information statement are not the only series of projections that were prepared by Management in connection with the Merger given the negotiation period. At the beginning of the negotiation process, the GP Board, the Conflicts Committee and Evercore each received an initial series of financial projections. Management continued to update these financial projections over the course of negotiations prior to execution of the Merger Agreement as new business facts evolved. As these new business facts evolved, Management informed the GP Board, the Conflicts Committee and Evercore of such facts.

The inclusion of the summary of the Partnership Financial Projections in this information statement should not be regarded as an indication that the Partnership or Management, or their respective advisors or other representatives, considered or consider the Partnership Financial Projections to be necessarily predictive of actual future performance or events, and the Partnership Financial Projections or summary thereof should not be relied upon as such.

The Partnership Financial Projections were prepared by Management. The Partnership Financial Projections were not prepared with a view toward public disclosure or toward compliance with GAAP, the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants. Neither PricewaterhouseCoopers LLP (“PwC”), nor any other independent registered public accounting firm, has compiled, examined or performed any procedures with respect to the prospective financial information contained in the Partnership Financial Projections, and accordingly, PwC does not express an opinion or any other form of assurance with respect thereto. The PwC reports included in the Form 10-K attached to this information

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statement as Annex C relate to historical financial information of the Partnership. Such reports do not extend to the Partnership Financial Projections and should not be read to do so. The GP Board did not prepare, and none of the Partnership, Management, Partnership GP, the GP Board or the Conflicts Committee gives any assurance regarding, the Partnership Financial Projections to any Unaffiliated Unitholder or any other person.

The Partnership Financial Projections are inherently subjective in nature, susceptible to interpretation and, accordingly, may not be achieved or may be exceeded. The Partnership Financial Projections also reflect numerous assumptions made by Management, including material assumptions that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Management and the Partnership. Management also prepares financial projections that include prospective projects, including prospective mergers and material acquisitions. The Partnership Financial Projections presented to the Conflicts Committee and the GP Board included the effects of certain prospective projects, an acquisition of an interest in the Pascagoula Gas Plant in 2019 and prospective divestitures; however, such prospective divestitures have been excluded from the summary below. Accordingly, there can be no assurance that the assumptions made in preparing the Partnership Financial Projections, upon which the following summary is based, will be realized. There may be differences between actual and projected results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased by the length of time over which these assumptions apply. The failure to achieve assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Thus, any such failure of an assumption or projection to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

All of these assumptions involve variables making them difficult to predict, and some are beyond the control of the Partnership. Any assumptions for near-term projected cases remain uncertain, and such uncertainty increases with the length of the projected period. The Partnership Financial Projections and the summary thereof included herein are forward-looking statements and are subject to risks and uncertainties. See the factors discussed under the heading “ Special Note Concerning Forward-Looking Statements .”

In developing the Partnership Financial Projections provided to the Conflicts Committee, Evercore and the GP Board, Management made numerous material assumptions with respect to (i) the Partnership for the fiscal years ending December 31, 2019 through 2023, and (ii) Delta House for the fiscal years ending December 31, 2019 through 2025, including:

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The summarized projected financial information set forth below was based on the Partnership’s projected results for the fiscal years ending December 31, 2019 through 2023 included in the Partnership Financial Projections (may reflect rounding).

The Delta House summary projections below include (i) Delta House adjusted asset EBITDA on a 100% ownership basis and (ii) the cash distributions associated with the Partnership’s 35.65% interest in Delta House’s Class A units. Set forth in the table below is a summary of the projections for Delta House presented to the Conflicts Committee, based on input received from Management, and GP Board as modified at the direction of the Conflicts Committee to include an assumption that the rate charged by Delta House in connection with a certain new well expected to come online in 2022 will be $1.50 per BOE.

The Delta House summary projections below include (i) Delta House adjusted asset EBITDA on a 100% ownership basis and (ii) the cash distributions associated with the Partnership’s 35.65% interest in Delta House’s Class A units. The below summary of projections reflects Management’s assumption that the rate charged by Delta House in connection with a certain new well expected to come online in 2022 will be $4.50 per BOE (and reflects certain timing differences with respect to Delta House cash flows).

The above measures are not measures of financial performance under GAAP, and should not be considered as alternatives to net income (loss), operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP. The Partnership’s computations of these measures may differ from similarly titled measures used by others.

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THE PARTNERSHIP DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH PROSPECTIVE FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumes no liability therefor. With respect to the projected financial and operating data relating to the Partnership referred to above, Evercore assumed that such data was reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Partnership as to the future financial performance of the Partnership under the assumptions reflected therein. Evercore did not express a view as to the future financial performance of the Partnership under the assumptions reflected therein or the assumptions on which they are based.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without material waiver or modification thereof. Evercore has further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on the Partnership or the consummation of the Merger or materially reduce the benefits of the Merger to the Unaffiliated Unitholders.

Evercore did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities of the Partnership, nor was Evercore furnished with any such appraisals, nor did Evercore evaluate the solvency or fair value of the Partnership under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

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Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than whether, as of the date of its opinion, the Merger Consideration is fair, from a financial point of view, to the Unaffiliated Unitholders. Evercore did not express any view on, and its opinion does not address, the fairness of the Merger to, or any consideration received in connection therewith by any other person, including the holders of any securities, creditors or other constituencies of the Partnership, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Partnership or Partnership GP, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might have been available to the Partnership, nor did it address the underlying business decision of the Partnership to engage in the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Common Units or any business combination or other extraordinary transaction involving the Partnership. Evercore’s opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of units of the Partnership should act in respect of the Merger. Evercore expressed no opinion as to the price at which the units of the Partnership would trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by the Partnership and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on March 16, 2019, in connection with rendering Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on March 15, 2019, and is not necessarily indicative of current market conditions.

Analysis of the Partnership

Assumptions with Respect to the Partnership

Evercore performed a series of analyses to derive indicative valuation ranges for the Common Units. Evercore performed its analyses utilizing the unaudited, non-public Partnership Financial Projections. For a summary of the Partnership Financial Projections, see “ The Merger — Unaudited Financial Projections of the Partnership .” The Partnership Financial Projections were not adjusted by Evercore.

Total Partnership—Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of the Partnership by valuing the cash flows to be received by the Partnership based on the Partnership Financial Projections. The Partnership Financial Projections included projections of estimated cash flows for each of the Partnership’s distinct operating segments for the periods 2019 through 2023, except in the case of Delta House, for which projections of estimated cash flows were provided for the periods 2019 through 2025. Evercore calculated the per unit value range for the Common Units by utilizing a range of discount rates based on the Partnership’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on the Capital Asset Pricing Model (“CAPM”), and the Partnership’s natural gas gathering and processing corporate and MLP peers and offshore pipeline MLP peers, and terminal values based on a range of estimated EBITDA exit multiples and perpetuity growth rates. Evercore assumed a range of discount rates of 8.5% to 9.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 1.75% to 2.25% to derive a range of enterprise values and adjusted such enterprise values for debt, preferred equity and cash projected as of June 30, 2019 and divided the resulting equity values by the number of Common Units projected to be outstanding as of June 30, 2019, which resulted in an implied equity value per Common Unit range of ($1.11) to $7.08.

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Total Partnership—Peer Group Trading Analysis

Evercore performed a peer group trading analysis of the Partnership (the “Partnership Peer Group Trading Analysis”) by reviewing and comparing the market values and trading multiples of the following 11 publicly traded corporations and MLPs that Evercore deemed to have certain characteristics that are similar to those of the Partnership, including size and asset base, divided into natural gas gathering and processing corporations and MLPs and offshore pipeline MLPs:

Natural Gas Gathering and Processing Corporations / MLPs:

Offshore Pipeline MLPs:

Although the peer groups were utilized to value the Common Units for purposes of this analysis, no corporation or MLP used in the Partnership Peer Group Trading Analysis is identical or directly comparable to the Partnership. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and MLPs, Evercore calculated the following trading multiples:

The mean and median Enterprise Value to EBITDA trading multiples of the natural gas gathering and processing corporations and MLPs and offshore pipeline MLPs are set forth below.

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Given the decline profile of Delta House’s revenues from 2019 to 2025 and the estimated cash flows to be received by the Partnership with respect to its 35.65% interest in Delta House (the “Delta House Interest”), each of which are reflected in the Partnership Financial Projections, Evercore valued the Delta house Interest by applying the multiple ranges selected by Evercore for the Offshore Pipeline MLPs to the estimated adjusted EBITDA attributable to the Partnership with respect to the Delta House Interest for the calendar year 2025 and adding it to the present value of the estimated cash flows to be received by the Partnership with respect to the Delta House Interest from June 30, 2019 to December 31, 2024 in excess of 2025 cash flows (“Delta House Interest Excess Cash Flows”) assuming a discount rate of 8.5% based on the midpoint of the WACC range selected by Evercore for Delta House (as described further herein), which resulted in a value for the Delta House Interest Excess Cash Flows of $110.3 million.

The table below includes relevant multiple ranges selected by Evercore based on the resulting range of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of the Partnership noted by Evercore.

After adjusting for the present value of the Delta House Interest Excess Cash Flows and debt, preferred equity and cash projected as of June 30, 2019, and dividing by number of Common Units projected to be outstanding as of June 30, 2019, Evercore determined an implied equity value per Common Unit range of (i) ($3.15) to $1.67 based on 2019 adjusted EBITDA and (ii) ($0.75) to $6.06 based on 2020 adjusted EBITDA.

Sum of the Parts—Discounted Cash Flow Analysis

Evercore also performed a series of discounted cash flow analyses to derive indicative valuation ranges for the Common Units based on a sum-of-the-parts approach (the “Sum-of-the-Parts Discounted Cash Flow Analyses”) aggregating the enterprise values of the following distinct segments of the Partnership:

Evercore estimated the enterprise value range of the Partnership by aggregating the implied enterprise value ranges of the segments and subtracting the range of enterprise values for Corporate G&A as described further herein. The sum of the implied enterprise values from the Sum-of-the-Parts Discounted Cash Flow Analyses after adjusting for debt, preferred equity and cash projected as of June 30, 2019, and dividing by the number of Common Units projected to be outstanding as of June 30, 2019, resulted in an implied equity value per Common

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Unit range of ($4.15) to $5.52. Evercore relied on the Partnership Financial Projections to perform the Sum-of-the-Parts Discounted Cash Flow Analysis. The Partnership Financial Projections included projections of estimated cash flows for each of the Partnership’s distinct operating segments for the periods 2019 through 2023, except in the case of Delta House, for which projections of estimated cash flows were provided for periods 2019 through 2025.

For the discounted cash flow analysis of Natural Gas Gathering and Processing, Evercore calculated ranges of implied enterprise value utilizing a range of discount rates based on natural gas gathering and processing peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on the Partnership’s natural gas gathering and processing peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of discount rates of 7.5% to 8.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.75% to 1.25%.

The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for Natural Gas Gathering and Processing of $471.3 million to $656.9 million.

For the discounted cash flow analysis of Natural Gas Transportation, Evercore calculated ranges of implied enterprise value utilizing a range of discount rates based on natural gas transportation peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on natural gas transportation peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of discount rates of 10.0% to 11.0%, a range of EBITDA exit multiples of 10.0x to 11.0x and a range of perpetuity growth rates of 1.75% to 2.25%.

The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for Natural Gas Transportation of $165.5 million to $255.7 million.

For the discounted cash flow analysis of Offshore Pipelines, Evercore calculated ranges of implied enterprise value utilizing a range of discount rates based on offshore pipeline peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on offshore pipeline peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of discount rates of 8.0% to 9.0%, a range of EBITDA exit multiples of 8.5x to 10.5x for Okeanos and Destin and 7.5x to 9.5x for other Offshore Pipelines and a range of perpetuity growth rates of (1.00%) to 1.00%.

The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for Offshore Pipelines of $441.8 million to $628.1 million.

For the discounted cash flow analysis of the Delta House Interest, Evercore calculated ranges of implied enterprise value utilizing a range of discount rates based on offshore pipeline peers and Evercore’s professional judgment. Given the declining nature of the Delta House Interest’s cash flows, Evercore selected terminal values based on a range of estimated EBITDA exit multiples as well as perpetuity growth rates based on Evercore’s professional judgment. Evercore assumed a range of discount rates of 8.0% to 9.0%, a range of EBITDA exit multiples of 2.0x to 4.0x and a range of perpetuity growth rates of (11.00%) to (9.00%).

The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for the Delta House Interest of $258.6 million to $315.6 million.

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For the discounted cash flow analysis of Bakken Crude Oil Gathering, Evercore calculated ranges of implied enterprise value utilizing a range of discount rates based on crude oil gathering peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on crude oil gathering peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of discount rates of 12.0% to 13.0%, a range of EBITDA exit multiples of 8.5x to 10.5x and a range of perpetuity growth rates of 1.75% to 2.25%.

The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for Bakken Crude Oil Gathering of $17.9 million to $24.5 million.

For the discounted cash flow analysis of Silver Dollar Pipeline, Evercore calculated ranges of implied enterprise value utilizing a range of discount rates based on crude oil gathering peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on crude oil gathering peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of discount rates of 9.5% to 10.5%, a range of EBITDA exit multiples of 8.5x to 10.5x and a range of perpetuity growth rates of 1.75% to 2.25%.

The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for Silver Dollar Pipeline of $150.1 million to $205.7 million.

For the discounted cash flow analysis of Cushing Terminal, Evercore calculated ranges of implied enterprise value utilizing a range of discount rates based on crude oil storage peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on crude oil storage peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of discount rates of 10.0% to 11.0%, a range of EBITDA exit multiples of 7.5x to 8.5x and a range of perpetuity growth rates of 1.75% to 2.25%.

The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for Cushing Terminal of $31.7 million to $38.3 million.

For the discounted cash flow analysis of NGL JV Interests, Evercore calculated ranges of implied enterprise value utilizing a range of discount rates based on NGL pipeline peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on NGL pipeline peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of discount rates of 8.0% to 9.0%, a range of EBITDA exit multiples of 12.0x to 13.0x and a range of perpetuity growth rates of 1.75% to 2.25%.

The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for NGL JV Interests of $130.1 million to $173.3 million.

South Texas Trucking was assumed to have a liquidation value range of $0 to $5 million based on 28 crude oil trucks and 28 liquids trucks in South Texas generating EBITDA losses of $1.0 million to $1.1 million per year over the projection period.

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Evercore valued Corporate G&A for the Partnership using a WACC range of 8.3% to 9.3% based on the enterprise value weighted average WACC of each of Natural Gas Gathering and Processing, Natural Gas Transportation, Offshore Pipelines, Bakken Crude Oil Gathering, Silver Dollar Pipeline, Cushing Terminal and NGL JV Interests and an EBITDA exit multiple range of 9.2x to 10.9x based on the enterprise value weighted average EBITDA exit multiple of each of Natural Gas Gathering and Processing, Natural Gas Transportation, Offshore Pipelines, Bakken Crude Oil Gathering, Silver Dollar Pipeline, Cushing Terminal and NGL JV Interests and a perpetuity growth rate of 1.75% to 2.25%. The Discounted Cash Flow Analysis resulted in a range of implied enterprise value for Corporate G&A of $424.1 million to $524.5 million.

Sum of the Parts—Precedent M&A Transaction Analysis

Evercore also performed a series of precedent M&A transaction analyses to derive an indicative valuation range for the Common Units based on a sum-of-the-parts approach (the “Sum-of-the-Parts Precedent Transaction Analyses”) aggregating the enterprise values of the distinct segments of the Partnership.

Evercore estimated the enterprise value range of the Partnership by aggregating the implied enterprise value ranges of the segments and subtracting the range of enterprise values for Corporate G&A. The sum of the implied enterprise values from the Sum-of-the-Parts Precedent Transaction Analyses after adjusting for debt, preferred equity and cash projected as of June 30, 2019, and dividing by the number of Common Units projected to be outstanding as of June 30, 2019, resulted in an implied equity value per Common Unit of ($8.20) to ($0.07).

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Natural Gas Gathering and Processing, including transactions involving low-growth natural gas gathering and processing assets.

Evercore reviewed transactions involving low-growth natural gas gathering and processing assets announced since August 2012 and selected ten transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of Natural Gas Gathering and Processing, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Natural Gas Gathering and Processing:

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Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected low-growth natural gas gathering and processing transactions were equal to 7.7x and 7.6x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 7.0x to 9.0x. Evercore then applied these ranges of selected multiples to 2019 and 2020 adjusted EBITDA for Natural Gas Gathering and Processing. To derive the enterprise value range implied by 2019 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2019 to June 30, 2019 at an 8.0% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2019 at an 8.0% discount rate. To derive the enterprise value range implied by the 2020 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2020 to June 30, 2019 at an 8.0% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2020 at an 8.0% discount rate. This analysis resulted in a range of enterprise value for Natural Gas Gathering and Processing of $234.3 million to $313.2 million utilizing 2019 adjusted EBITDA and a range of $328.1 million to $447.7 million utilizing 2020 adjusted EBITDA. Evercore used a reference range for the Natural Gas Gathering and Processing Sum-of-the-Parts Precedent Transaction Analysis of $234.3 million to $447.7 million.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Natural Gas Transportation, including transactions involving FERC-regulated and non-FERC-regulated natural gas transportation assets.

Evercore reviewed transactions involving FERC-regulated and non-FERC-regulated natural gas transportation assets announced since November 2009 and selected 28 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of Natural Gas Transportation, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Natural Gas Transportation:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected FERC-regulated natural gas transportation transactions were equal to 10.4x and 10.6x, respectively.

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Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected non-FERC-regulated natural gas transportation transactions were equal to 9.9x and 10.1x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 9.0x to 11.0x. Evercore then applied these ranges of selected multiples to 2019 and 2020 adjusted EBITDA for Natural Gas Transportation. To derive the enterprise value range implied by 2019 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2019 to June 30, 2019 at a 10.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2019 at a 10.5% discount rate. To derive the enterprise value range implied by the 2020 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2020 to June 30, 2019 at a 10.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2020 at a 10.5% discount rate. This analysis resulted in a range of enterprise value for Natural Gas Transportation of $192.4 million to $236.0 million utilizing 2019 adjusted EBITDA and a range of $186.8 million to $229.3 million utilizing 2020 adjusted EBITDA. Evercore used a reference range for the Natural Gas Transportation Sum-of-the-Parts Precedent Transaction Analysis of $186.8 million to $236.0 million.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Offshore Pipelines, including transactions involving offshore pipeline assets.

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Evercore reviewed transactions involving offshore pipeline assets announced since June 2007 and selected 15 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of Offshore Pipelines, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Offshore Pipelines:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected offshore pipeline transactions were equal to 7.5x and 7.1x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 6.0x to 8.0x. Evercore then applied these ranges of selected multiples to 2019 and 2020 adjusted EBITDA for Offshore Pipelines adjusted for deferred revenue. To derive the enterprise value range implied by 2019 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2019 to June 30, 2019 at an 8.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2019 at an 8.5% discount rate. To derive the enterprise value range implied by the 2020 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2020 to June 30, 2019 at an 8.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2020 at an 8.5% discount rate. This analysis resulted in a range of enterprise value for Offshore Pipelines of $429.6 million to $572.7 million utilizing 2019 adjusted EBITDA and a range of $422.2 million to $562.9 million utilizing 2020 adjusted EBITDA. Evercore used a reference range for the Offshore Pipelines Sum-of-the-Parts Precedent Transaction Analysis of $421.9 million to $573.1 million representing the minimum and maximum of the aggregate enterprise values of the two distinct Offshore Pipeline sub-segments: Destin/Okeanos and Other Offshore Pipelines.

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Evercore utilized the enterprise value derived in the Sum-of-the-Parts Discounted Cash Flow Analysis as the enterprise value range for Sum-of-the-Parts Precedent Transaction Analysis given the distinct nature of the Delta House Interest cash flows.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Bakken Crude Oil Gathering, including transactions involving crude oil gathering and trucking assets.

Evercore reviewed transactions involving crude oil gathering and trucking assets announced since May 2010 and selected 23 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of Bakken Crude Oil Gathering, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Bakken Crude Oil Gathering:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil gathering transactions were equal to 10.1x and 10.4x, respectively.

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Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil trucking transactions were equal to 6.4x and 6.0x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 7.0x to 9.0x. Evercore then applied these ranges of selected multiples to 2019 and 2020 adjusted EBITDA for Bakken Crude Oil Gathering. To derive the enterprise value range implied by 2019 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2019 to June 30, 2019 at a 12.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2019 at a 12.5% discount rate. To derive the enterprise value range implied by the 2020 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2020 to June 30, 2019 at a 12.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2020 at a 12.5% discount rate. This analysis resulted in a range of enterprise value for Bakken Crude Oil Gathering of $19.2 million to $24.6 million utilizing 2019 adjusted EBITDA and a range of $27.1 million to $34.9 million utilizing 2020 adjusted EBITDA. Evercore used a reference range for the Bakken Crude Oil Gathering Sum-of-the-Parts Precedent Transaction Analysis of $19.2 million to $34.9 million.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Silver Dollar Pipeline, including transactions involving crude oil gathering and trucking assets.

Evercore reviewed transactions involving crude oil gathering and trucking assets announced since May 2010 and selected 23 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of Silver Dollar Pipeline, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Silver Dollar Pipeline:

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Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil gathering transactions were equal to 10.1x and 10.4x, respectively.

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil trucking transactions were equal to 6.4x and 6.0x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 7.0x to 9.0x. Evercore then applied these ranges of selected multiples to 2019 and 2020 adjusted EBITDA for Silver Dollar Pipeline. To derive the enterprise value range implied by 2019 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2019 to June 30, 2019 at a 10.0% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2019 at a 10.0% discount rate. To derive the enterprise value range implied by the 2020 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2020 to June 30, 2019 at a 10.0% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2020 at a 10.0% discount rate. This analysis resulted in a range of enterprise value for Silver Dollar Pipeline of $56.3 million to $75.8 million utilizing 2019 adjusted EBITDA and a range of $100.4 million to $135.5 million utilizing 2020 adjusted EBITDA. Evercore used a reference range for the Silver Dollar Pipeline Sum-of-the-Parts Precedent Transaction Analysis of $56.3 million to $135.5 million.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Cushing Terminal, including transactions involving crude oil and refined products terminal assets.

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Evercore reviewed transactions involving crude oil and refined products terminal assets announced since February 2016 and selected 22 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of Cushing Terminal, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Cushing Terminal:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil and refined products terminal transactions were equal to 8.2x and 8.4x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.0x to 10.0x. Evercore then applied these ranges of selected multiples to 2020 adjusted EBITDA for Cushing Terminal. To derive the enterprise value range implied by the 2020 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2020 to

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June 30, 2019 at a 10.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2020 at a 10.5% discount rate. This analysis resulted in a range of enterprise value for Cushing Terminal of $32.5 million to $40.7 million utilizing 2020 adjusted EBITDA. Evercore used this range as its reference range for the Cushing Terminal Sum-of-the-Parts Precedent Transaction Analysis.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of NGL JV Interests, including transactions involving NGL transportation assets.

Evercore reviewed transactions involving NGL transportation assets announced since March 2011 and selected 16 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of NGL JV Interests, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to NGL JV Interests:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected NGL transportation transactions were equal to 12.0x and 11.8x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 10.0x to 12.0x. Evercore then applied these ranges of

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selected multiples to 2019 and 2020 adjusted EBITDA for NGL JV Interests. To derive the enterprise value range implied by 2019 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2019 to June 30, 2019 at an 8.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2019 at an 8.5% discount rate. To derive the enterprise value range implied by the 2020 adjusted EBITDA, Evercore discounted the enterprise value range from December 31, 2020 to June 30, 2019 at an 8.5% discount rate and subtracted the present value of projected growth capital expenditures for the period of June 30, 2019 to December 31, 2020 at an 8.5% discount rate. This analysis resulted in a range of enterprise value for NGL JV Interests of $149.8 million to $179.7 million utilizing 2019 adjusted EBITDA and a range of $145.8 million to $174.9 million utilizing 2020 adjusted EBITDA. Evercore used a reference range for the NGL JV Interests Sum-of-the-Parts Precedent Transaction Analysis of $145.8 million to $179.7 million.

South Texas Trucking was assumed to have a liquidation value range of $0 to $5 million based on 28 crude oil trucks and 28 liquids trucks in South Texas generating EBITDA losses of $1.0 million to $1.1 million per year over the projection period.

Evercore valued Corporate G&A for the Partnership using a weighted average 2019 and 2020 adjusted EBITDA multiple range of 7.4x to 9.3x based on the enterprise value weighted average EBITDA multiple of each of Natural Gas Gathering and Processing, Natural Gas Transportation, Offshore Pipelines, Bakken Crude Oil Gathering, Silver Dollar Pipeline, Cushing Terminal and NGL JV Interests. The Precedent M&A Transaction analysis resulted in a range of implied enterprise value for Corporate G&A of $337.1 million to $498.9 million.

Sum of the Parts—Peer Group Trading Analysis

Evercore performed a series of peer group trading analyses to derive an indicative valuation range for Common Units based on a sum-of-the-parts approach (the “Sum-of-the-Parts Peer Group Trading Analyses”) aggregating the enterprise values of the distinct segments of the Partnership.

Evercore estimated the enterprise value range of the Partnership by aggregating the implied enterprise value ranges of the segments and subtracting the range of enterprise values for Corporate G&A. The sum of the implied enterprise values from the Sum-of-the-Parts Peer Group Trading Analyses based on 2019 adjusted EBITDA after adjusting for debt, preferred equity and cash projected as of June 30, 2019, and dividing by the number of Common Units projected to be outstanding as of June 30, 2019, resulted in an implied equity value range per Common Unit of ($3.70) to $1.00. The sum of the implied enterprise values from the Sum-of-the-Parts Peer Group Trading Analyses based on 2020 adjusted EBITDA after adjusting for debt, preferred equity and cash as of June 30, 2019, and dividing by the number of Common Units projected to be outstanding as of June 30, 2019, resulted in an implied equity value range per Common Unit of $0.42 to $8.09.

Evercore performed a peer group trading analysis of Natural Gas Gathering and Processing by reviewing and comparing the market values and trading multiples of the following eight natural gas gathering and processing corporations and MLPs that Evercore deemed to have certain characteristics that are similar to those of Natural Gas Gathering and Processing:

Natural Gas Gathering and Processing Corporations / Partnerships

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Although the peer group was compared to Natural Gas Gathering and Processing for purposes of this analysis, no corporation or MLP used in the peer group analysis is identical or directly comparable to Natural Gas Gathering and Processing. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and MLPs, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for Natural Gas Gathering and Processing of (i) $347.1 million to $424.3 million based on 2019 adjusted EBITDA for Natural Gas Gathering and Processing and (ii) $477.7 million to $597.1 million based on 2020 adjusted EBITDA for Natural Gas Gathering and Processing.

Evercore performed a peer group trading analysis of Natural Gas Transportation by reviewing and comparing the market values and trading multiples of the following five natural gas transportation corporations and MLPs that Evercore deemed to have certain characteristics that are similar to those of Natural Gas Transportation:

Natural Gas Transportation Corporations / Partnerships

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Although the peer group was compared to Natural Gas Transportation for purposes of this analysis, no corporation or MLP used in the peer group analysis is identical or directly comparable to Natural Gas Transportation. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and MLPs, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for Natural Gas Transportation of (i) $223.4 million to $245.8 million based on 2019 adjusted EBITDA for Natural Gas Transportation and (ii) $211.4 million to $258.3 million based on 2020 adjusted EBITDA for Natural Gas Transportation.

Evercore performed a peer group trading analysis of Offshore Pipelines by reviewing and comparing the market values and trading multiples of the following three offshore pipeline MLPs that Evercore deemed to have certain characteristics that are similar to those of Offshore Pipelines:

Offshore Pipeline Partnerships

Although the peer group was compared to Offshore Pipelines for purposes of this analysis, no MLP used in the peer group analysis is identical or directly comparable to Offshore Pipelines. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group MLPs, Evercore calculated the following trading multiples:

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The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for Offshore Pipeline of (i) $621.1 million to $767.2 million based on 2019 adjusted EBITDA for Offshore Pipelines adjusted for deferred revenue and (ii) $572.6 million to $801.6 million based on 2020 adjusted EBITDA for Offshore Pipelines adjusted for deferred revenue.

Evercore utilized the enterprise value derived in the Sum-of-the-Parts Discounted Cash Flow Analysis as the enterprise value range for Sum-of-the-Parts Peer Group Trading Analysis given the distinct nature of the Delta House Interest cash flows.

Evercore performed a peer group trading analysis of Bakken Crude Oil Gathering by reviewing and comparing the market values and trading multiples of the following four crude oil gathering MLPs that Evercore deemed to have certain characteristics that are similar to those of Bakken Crude Oil Gathering:

Crude Oil Gathering Partnerships

Although the peer group was compared to Bakken Crude Oil Gathering for purposes of this analysis, no MLP used in the peer group analysis is identical or directly comparable to Bakken Crude Oil Gathering. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group MLPs, Evercore calculated the following trading multiples:

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The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for Bakken Crude Oil Gathering of (i) $24.0 million to $29.6 million based on 2019 adjusted EBITDA for Bakken Crude Oil Gathering and (ii) $34.9 million to $43.6 million based on 2020 adjusted EBITDA for Bakken Crude Oil Gathering.

Evercore performed a peer group trading analysis of Silver Dollar Pipeline by reviewing and comparing the market values and trading multiples of the following four crude oil gathering MLPs that Evercore deemed to have certain characteristics that are similar to those of Silver Dollar Pipeline:

Crude Oil Gathering Partnerships

Although the peer group was compared to Silver Dollar Pipeline for purposes of this analysis, no MLP used in the peer group analysis is identical or directly comparable to Silver Dollar Pipeline. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group MLPs, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

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Evercore derived a range of implied enterprise values for Silver Dollar Pipeline of (i) $84.7 million to $104.6 million based on 2019 adjusted EBITDA for Silver Dollar Pipeline and (ii) $154.3 million to $192.9 million based on 2020 adjusted EBITDA for Silver Dollar Pipeline.

Evercore performed a peer group trading analysis of Cushing Terminal by reviewing and comparing the market values and trading multiples of the following four crude oil storage MLPs that Evercore deemed to have certain characteristics that are similar to those of Cushing Terminal:

Crude Oil Storage Partnerships

Although the peer group was compared to Cushing Terminal for purposes of this analysis, no MLP used in the peer group analysis is identical or directly comparable to Cushing Terminal. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group MLPs, Evercore calculated the Enterprise Value/2020 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2020.

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for Cushing Terminal of $33.7 million to $38.2 million based on 2020 adjusted EBITDA for Cushing Terminal.

Evercore performed a peer group trading analysis of NGL JV Interests by reviewing and comparing the market values and trading multiples of the following four NGL Transportation corporations and MLPs that Evercore deemed to have certain characteristics that are similar to those of NGL JV Interests:

NGL Transportation Corporations / Partnerships

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Although the peer group was compared to NGL JV Interests for purposes of this analysis, no corporation or MLP used in the peer group analysis is identical or directly comparable to NGL JV Interests. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and MLPs, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for the NGL JV Interests of (i) $183.4 million to $198.7 million based on 2019 adjusted EBITDA for NGL JV Interests and (ii) $158.1 million to $189.8 million based on 2020 adjusted EBITDA for NGL JV Interests.

South Texas Trucking was assumed to have a liquidation value range of $0 to $5 million based on 28 crude oil trucks and 28 liquids trucks in South Texas generating EBITDA losses of $1.0 million to $1.1 million per year over the projection period.

Evercore valued Corporate G&A for the Partnership using a weighted average 2019 and 2020 adjusted EBITDA multiple range of 9.2x to 10.9x and 8.1x to 10.5x, respectively, based on the enterprise value weighted average EBITDA multiple of each of Natural Gas Gathering and Processing, Natural Gas Transportation, Offshore Pipelines, Bakken Crude Oil Gathering, Silver Dollar Pipeline, Cushing Terminal and NGL JV Interests. The Sum-of-the-Parts Peer Group Trading Analysis utilizing the 2019 adjusted EBITDA multiple methodology resulted in a range of implied enterprise value for Corporate G&A of $508.2 million to $600.4 million. The Sum-of-the-Parts Peer Group Trading Analysis utilizing the 2020 adjusted EBITDA multiple methodology resulted in a range of implied enterprise value for Corporate G&A of $405.2 million to $521.2 million.

Other Presentations by Evercore

In addition to the presentation made to the Conflicts Committee on March 16, 2019, the date on which Evercore delivered its opinion, as described above, Evercore made other written and oral presentations to the Conflicts Committee on September 28 and December 20, 2018 and on January 15, January 17, January 21, January 22, February 5, March 11 and March 13, 2019, which are referred to as the preliminary Evercore

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presentations. Copies of the preliminary Evercore presentations provided to the Conflicts Committee by Evercore have been attached as exhibits to the Schedule 13E-3 related to the Merger. These written presentations and the written opinion will be available for any interested unitholder of the Partnership to inspect and copy at the Partnership’s executive offices during regular business hours.

None of the preliminary Evercore presentations, alone or together, constitutes an opinion of Evercore with respect to the Merger Consideration. The information contained in the written and oral presentation made to the Conflicts Committee on December 20, 2018 and January 15, February 5, March 11 and March 13, 2019 is substantially similar to the information provided in Evercore’s written presentation to the Conflicts Committee on March 16, 2019, as described above, with most substantive changes reflecting (1) the most recent offer from representatives of the Sponsor Entities as of the date of such preliminary Evercore presentation, (2) any changes to the projected financial and operating performance of the Partnership that had been delivered by management of the Partnership to the Conflicts Committee prior to the date of such preliminary Evercore presentation and (3) updates to the WACC and trading multiple ranges utilized by Evercore in its valuation analyses to reflect changes in market data between preliminary Evercore presentations.

The September 28, 2018 materials provided a comparison of the capitalization, enterprise values and insider ownership of the Partnership and TransMontaigne Partners L.P., another MLP that was considering a buyout offer from an affiliate of HPIP.

On January 17, 2019, Evercore delivered two sets of materials to the Conflicts Committee. The first set of materials presented information regarding the state of the United States’ debt markets as of January 16, 2019 and the second set of materials evaluated letters from two owners of Common Units and provided a comparison of the financial analyses presented by such owners in the letters to Evercore’s valuation of the Partnership.

The January 21, 2019 materials summarized (1) the Partnership’s current debt capitalization and (2) various 2019 debt refinancing and asset sale alternatives for the Partnership that were proposed by Partnership GP in the projected financial and operating performance of the Partnership delivered by management of the Partnership to the Conflicts Committee.

The January 22, 2019 materials included (1) an illustrative present value of future unit values analysis assuming various distribution coverage levels and discount rates, (2) an analysis of various sensitivities to the discounted cash flow analyses presented by Evercore in its January 15, 2019 presentation, including the impact of certain refinancing and asset sale alternatives proposed by Partnership GP and Corporate G&A cost savings on the preliminary valuation of the Common Unit and (3) a sensitivity analysis demonstrating how the producer identity for incremental Delta House volumes and different volumes projected by Partnership GP would impact Evercore’s preliminary discounted cash flow valuation of the Delta House Interest.

The February 7, 2019 materials presented a sensitivity analysis that demonstrated the impact of 2018 Delta House operational issues on the Partnership’s 2018 financial performance.

Each of the analyses performed in these preliminary Evercore presentations was subject to further updating and subject to the final analyses presented to the Conflicts Committee on March 16, 2019, by Evercore. Each of these analyses was necessarily based on financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the financial analyses included in the March 16, 2019, presentation.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the transaction, Evercore

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performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken as the view of Evercore with respect to the Merger Consideration. No company used in the above analyses as a comparison is directly comparable to the Partnership and no precedent transaction used is directly comparable to the assets of the Partnership. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the corporations, MLPs or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Partnership and its advisors.

Evercore prepared these analyses solely for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Merger Consideration is fair, from a financial point of view, to the Unaffiliated Unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities may actually be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Merger Agreement and the related terms and conditions of the transaction were determined through arm’s-length negotiations between the Conflicts Committee and representatives of the Sponsor Entities. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Merger Consideration.

Under the terms of Evercore’s engagement letter with the Partnership and the Conflicts Committee, the Partnership has agreed to pay Evercore a fee of $1,125,000 upon rendering its opinion and a transaction fee of $875,000 upon consummation of the Merger. Evercore also received a fee of $250,000 upon execution of its engagement letter with the Partnership and the Conflicts Committee. In addition, the Partnership has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, officers, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities.

During the two-year period prior to the date hereof and except as described herein, no material relationship existed between Evercore and the Partnership, Partnership GP or any other party to the Merger Agreement pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship.

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Evercore and its affiliates engage in a wide range of activities for their own accounts and the accounts of customers. In connection with these businesses or otherwise, Evercore and its affiliates and/or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products relating to the Partnership and its affiliates.

BofA Merrill Lynch Financial Advisor Materials

MIH retained BofA Merrill Lynch to act as its financial advisor in connection with the Merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. MIH selected BofA Merrill Lynch to act as its financial advisor in connection with the Merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with the Sponsor Entities and their businesses.

BofA Merrill Lynch provided certain materials to MIH on March 14, 2019 (the “Presentation”), and answered related questions.

The following summary of the Presentation is qualified in its entirety by reference to the full text of the Presentation. BofA Merrill Lynch was not asked to deliver and did not deliver an opinion to MIH, any of the ArcLight Filing Parties or any other person as to the fairness, from a financial point of view or otherwise, of the consideration to be paid or received, as the case may be, in connection with the Merger. BofA Merrill Lynch did not prepare the Presentation for the benefit of any party (including any of the Unaffiliated Unitholders, the Conflicts Committee or the GP Board) other than MIH. BofA Merrill Lynch did not determine or recommend the consideration of $5.25 in cash per Common Unit held by Unaffiliated Unitholders to be paid in the Merger, which was determined by negotiation between the Sponsor Entities and the Conflicts Committee. The Presentation does not constitute a recommendation or support a recommendation to the Unaffiliated Unitholders with respect to any particular offer price for the Common Units held by such Unaffiliated Unitholders. BofA Merrill Lynch also did not prepare the Presentation to support a determination that the offer price is fair, from a financial point of view or otherwise, to the Unaffiliated Unitholders, any other unitholders of the Partnership or any other person. The Presentation does not express any opinion or view as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Sponsor Entities or in which the Sponsor Entities might engage or as to the underlying business decision of the Sponsor Entities to proceed with or effect the Merger.

THE FULL TEXT OF THE PRESENTATION, WHICH DESCRIBES, AMONG OTHER THINGS, THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, FACTORS CONSIDERED AND LIMITATIONS ON THE REVIEW UNDERTAKEN, HAS BEEN FILED AS AN EXHIBIT TO ITEM 16 TO THE SCHEDULE 13E-3 FILED WITH THE SEC IN CONNECTION WITH THE MERGER AND IS INCORPORATED BY REFERENCE HEREIN IN ITS ENTIRETY. COPIES OF THE PRESENTATION MAY BE OBTAINED FROM THE SEC, SEE “ WHERE YOU CAN FIND MORE INFORMATION ”, AND WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING AT THE PRINCIPAL EXECUTIVE OFFICES OF THE PARTNERSHIP DURING ITS REGULAR BUSINESS HOURS UPON THE REQUEST OF ANY UNITHOLDER. YOU ARE URGED TO, AND SHOULD, READ THE PRESENTATION IN ITS ENTIRETY. THE PRESENTATION DOES NOT CONSTITUTE A RECOMMENDATION TO ANY UNITHOLDER AS TO HOW TO ACT IN CONNECTION WITH THE PROPOSED MERGER OR ANY OTHER MATTER.

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In providing financial advice and preparing the Presentation, BofA Merrill Lynch has, among other things:

The discussion set forth below in the section entitled “ Summary of Financial Analyses ” represents a brief summary of the financial analyses presented by BofA Merrill Lynch to MIH on March 14, 2019. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Summary of Financial Analyses

Selected Publicly Traded Companies Analysis

BofA Merrill Lynch reviewed publicly available financial and stock market information for the Partnership and the following eight publicly traded companies organized as MLPs with leverage and capital market characteristics considered by BofA Merrill Lynch to be similar to the Partnership:

BofA Merrill Lynch reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on March 8, 2019, plus estimated general partner value, debt and preferred equity, less cash, as a multiple of calendar year 2020 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA. The overall low to high calendar year 2020 EBITDA multiples observed for the selected publicly traded companies were 6.8x to 9.9x (with a mean of 7.9x and a median of 7.8x).

BofA Merrill Lynch then applied calendar year 2020 EBITDA multiples of 7.0x to 8.5x derived from the selected publicly traded companies, based on its professional judgment and experience, to the Partnership’s calendar year 2020 estimated EBITDA (assuming that the Partnership completes planned asset divestitures,

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growth projects and acquisitions). Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of the Partnership were based on the Partnership management projections. This analysis indicated the following approximate implied per unit equity value reference range for the Partnership as compared to the Merger Consideration:

No company used in this analysis is identical or directly comparable to the Partnership. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Partnership was compared.

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BofA Merrill Lynch reviewed transaction values, calculated as the enterprise value implied for the target company or assets based on the consideration payable in the selected transaction, as a multiple of the target company’s or asset’s one-year forward estimated EBITDA. The overall low to high multiples of the target companies’ or assets’ one-year forward estimated EBITDA for the selected transactions were 7.7x to 9.4x (with a mean of 8.3x and a median of 8.1x). BofA Merrill Lynch then applied the one-year forward EBITDA multiples of 6.0x to 8.5x derived from the selected transactions, based on its professional judgment and experience, to the Partnership’s calendar year 2020 estimated EBITDA (assuming that the Partnership completes planned asset divestitures, growth projects and acquisitions). Estimated financial data of the selected transactions were based on publicly available information. Estimated financial data of the Partnership were based on the Partnership management projections. This analysis indicated the following approximate implied per unit equity value reference range for the Partnership, as compared to the Merger Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to the Partnership or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Partnership and the Merger were compared.

Discounted Cash Flow Analysis

BofA Merrill Lynch performed a discounted cash flow analysis of the Partnership to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Partnership was forecasted to generate during the Partnership’s fiscal years 2019 through 2023 based on the Adjusted Partnership projections (as defined below). At MIH’s direction, the Partnership management projections were adjusted to exclude the conversion of the Partnership’s preferred units into Common Units during the forecast period (such projections, the “Adjusted Partnership projections”). BofA Merrill Lynch calculated terminal values for the Partnership by applying terminal forward multiples of 7.0x to 8.5x, based on its professional judgment and experience, to the Partnership’s calendar year 2023 estimated EBITDA (assuming that the Partnership completes planned asset divestitures, growth projects and acquisitions). The cash flows and terminal values were then discounted to present value as of January 1, 2019, assuming a mid-year convention, using discount rates ranging from 8.55% to 9.30%, which were based on an estimate of the Partnership’s weighted average cost of capital (rounded to the nearest 0.05%). From the resulting enterprise values, BofA Merrill Lynch added estimated proceeds from planned asset divestitures and deducted material planned capital expenditures, net debt, preferred equity and minority interest as of December 31, 2018 to derive equity values. This analysis indicated the following approximate implied per unit equity value reference range for the Partnership as compared to the Merger Consideration:

Miscellaneous.

As noted above, the discussion set forth above in the section entitled “ Summary of Financial Analyses ” is a summary of the financial analyses presented by BofA Merrill Lynch to MIH in the Presentation and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its financial advisory services, including the preparation and delivery of the Presentation. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in

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tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses.

BofA Merrill Lynch’s advice was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of the Presentation. It should be understood that subsequent developments may affect the Presentation, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm the Presentation. Except as described in this summary, the Sponsor Entities imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in preparing and delivering the Presentation.

In connection with its financial advisory services, including the preparation of the Presentation, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of Management and the Sponsor Entities that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Partnership management projections, BofA Merrill Lynch was advised by the Partnership, and assumed, with the consent of MIH, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Management as to the future financial performance of the Partnership. BofA Merrill Lynch relied, at MIH’s direction, upon the assessments of Management as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting the Partnership and its business.

BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Partnership, nor did it make any physical inspection of the properties or assets of the Partnership. BofA Merrill Lynch did not evaluate the solvency or fair value of the Partnership under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Partnership. The estimates of the future performance of the Partnership, including the Partnership management projections and the Adjusted Partnership projections, in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. BofA Merrill Lynch’s analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of the Partnership.

The type and amount of consideration payable in the Merger was determined through negotiations between the Conflicts Committee and the Sponsor Entities, rather than by any financial advisor. The decision to enter into the Merger Agreement was solely that of HPIP, Parent and Merger Sub.

MIH has agreed to pay BofA Merrill Lynch for its services in connection with the Merger an aggregate fee of $4.0 million, all of which is contingent upon consummation of the Merger. MIH also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of

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companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Partnership, the Sponsor Entities and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to ArcLight and certain of its affiliates, including the Partnership, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted as financial advisor to the Partnership on its merger with JP Energy Partners LP and on the sale of its marine products terminalling business, (ii) having acted as financial advisor to affiliates of ArcLight (other than the Partnership) on certain acquisition and divestiture transactions, (iii) having acted as a joint bookrunner on certain debt and equity offerings by certain affiliates of ArcLight, including the Partnership, including having acted or acting as a selling agent for the Partnership on its $100 million at-the-market equity offering, (iv) acting as administrative agent, co-lead arranger and bookrunner for, and as a lender (including letter of credit lender) under the Partnership’s Existing Partnership Credit Facility, and (v) having provided or providing certain treasury management products and services to ArcLight and certain of its affiliates. From February 1, 2017 through January 31, 2019, BofA Merrill Lynch and its affiliates derived aggregate revenues for investment and corporate banking services from ArcLight and its affiliates (excluding the Partnership) of approximately $20 million and aggregate revenues from the Partnership of approximately $15 million.

Interests of the Directors and Executive Officers of Partnership GP in the Merger

Some of the directors and executive officers of Partnership GP have financial interests in the Merger that may be different from, or in addition to, those of the Unaffiliated Unitholders generally. The Conflicts Committee and the GP Board were aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby, including the Merger.

Certain of the directors and executive officers of Partnership GP hold Common Units and will be entitled to receive the Merger Consideration in connection with the Merger. Additionally, certain of the executive officers of Partnership GP hold Partnership Phantom Units under the Partnership Equity Plans, which will be converted into the right to receive a cash payment in an amount equal to the Merger Consideration with respect to each such Partnership Phantom Unit, which amount will be payable in accordance with the terms of the underlying award agreement. Any Partnership Phantom Unit that is outstanding as of the Effective Time will not vest and, following conversion to cash-based award, will continue to be eligible to vest in accordance with the terms of the applicable award agreements governing the original award of such Partnership Phantom Unit.

In addition, Mr. Stephen W. Bergstrom, a director of Partnership GP, has elected to exchange his Common Units for equity interests in Partnership GP prior to the Effective Time. As a result of such exchange and the Pre-Closing Transactions, Mr. Bergstrom’s Common Units will become Sponsor Units immediately prior to the Effective Time. Certain other directors and named executive officers of Partnership GP could also elect to exchange their Common Units for equity interests in Partnership GP prior to the Effective Time. Pursuant to the Merger Agreement, each Sponsor Unit issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger and will remain outstanding, and no consideration will be delivered in respect thereof.

Partnership GP’s directors and executive officers are also entitled to continued indemnification and directors’ and officers’ liability insurance coverage under the Merger Agreement.

Position of the ArcLight Filing Parties as to the Fairness of the Merger

Under the SEC rules governing “going private” transactions, each of the ArcLight Filing Parties is an affiliate of the Partnership that is engaged in the “going private” transaction and, therefore, is required to express

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its position as to the fairness of the Merger to the Partnership’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The ArcLight Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The ArcLight Filing Parties believe that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement will be filed with the SEC) is fair to the Unaffiliated Unitholders on the basis of the factors described in “ —Purpose and Reasons of the ArcLight Filing Parties for the Merger ” of this information statement and the additional factors described below.

ArcLight controls Partnership GP, as discussed in “ Information Concerning the ArcLight Filing Parties ” of this information statement.

The ArcLight Filing Parties did not participate in the deliberations of the Conflicts Committee regarding, or receive advice from either the Partnership’s or the Conflicts Committee’s respective legal or financial advisors as to, the fairness of the Merger. None of the ArcLight Filing Parties nor any of their respective affiliates has performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the Unaffiliated Unitholders.

MIH retained BofA Merrill Lynch to act as its financial advisor in connection with the Merger. BofA Merrill Lynch was not asked to deliver and did not deliver an opinion to MIH, any of the ArcLight Filing Parties or any other person as to the fairness, from a financial point of view or otherwise, of the consideration to be paid or received, as the case may be, in connection with the Merger. BofA Merrill Lynch’s presentation dated March 14, 2019 does not constitute a recommendation to any unitholder with respect to the Merger Consideration or as to how to act in connection with the proposed Merger or any other matter.

The ArcLight Filing Parties believe that the Merger is substantively and procedurally fair to the Unaffiliated Unitholders based on information available regarding the Partnership and the ArcLight Filing Parties’ analysis of such information, discussions with members of Partnership GP’s senior management regarding the Partnership and its business and the factors considered by, and the analysis and resulting conclusions of, the GP Board. In particular, the ArcLight Filing Parties believe that the Merger is both procedurally and substantively fair to the Unaffiliated Unitholders of the Partnership based on their consideration of the following factors:

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The ArcLight Filing Parties did not find it practicable to assign, nor did they assign, specific relative weights to the individual factors that they considered in reaching their conclusion as to fairness.

Because the ArcLight Filing Parties consider the Partnership to be a viable going concern, the ArcLight Filing Parties believe that the liquidation value of the Common Units is irrelevant to a determination as to whether the Merger is fair to the Unaffiliated Unitholders. Accordingly, the ArcLight Filing Parties did not consider the liquidation value of the Partnerships’ assets and did not perform a liquidation analysis.

The ArcLight Filing Parties did not consider net book value, which is an accounting concept, for purposes of determining the fairness of the Merger Consideration to the Unaffiliated Unitholders because, in the ArcLight Filing Parties’ view, net book value is indicative of neither the Partnership’s market value nor its value as a going concern, but rather is an indicator of historical costs.

While the ArcLight Filing Parties considered the trading history of the Common Units and noted that at various times, this trading history reflected prices above the $5.25 to be paid for each Common Unit held by the Partnership’s unitholders as part of the Merger Consideration, the ArcLight Filing Parties concluded that these factors were not important in determining present value. In the ArcLight Filing Parties’ judgment, the historical trading prices for the Common Units are not indicative of the value of the Common Units as of the date of the Merger in light of the Partnership’s current business operations and future prospects.

The ArcLight Filing Parties are not aware of any firm offers made by third parties to acquire the Partnership during the past two years and did not solicit any such offers. In any event, the ArcLight Filing Parties have no intention of selling the Common Units beneficially owned by them and therefore, in reaching their conclusion as to fairness, did not consider the possibility that any such offers might be made.

The ArcLight Filing Parties’ consideration of the factors described above reflects their assessment of the fairness of the Merger. The ArcLight Filing Parties implicitly considered the value of the Partnership in a sale as a going concern by taking into account the Partnership’s current and anticipated business, financial conditions, results and operations, prospects and other forward-looking matters. The ArcLight Filing Parties did not, however, explicitly calculate a stand-alone going concern value of the Partnership because the ArcLight Filing Parties believe that going concern value is not an appropriate method of determining the value of the Common Units for purposes of the Merger. In light of the fact that the ArcLight Filing Parties already have, and will continue to have, control of the Partnership, and that the ArcLight Filing Parties remain unwilling to sell their Common Units, the ArcLight Filing Parties do not believe that it would be appropriate for the Common Units held by the Unaffiliated Unitholders to be valued on a basis that includes a control premium.

Purpose and Reasons of the ArcLight Filing Parties for the Merger

Under the SEC rules governing “going private” transactions, each of the ArcLight Filing Parties is an affiliate of the Partnership that is engaged in the “going private” transaction and, therefore, each is required to

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express its purposes and reasons for the Merger to the Partnership’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The ArcLight Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

If the Merger is completed, the Partnership will become a subsidiary of the Sponsor Entities. For the ArcLight Filing Parties, the purpose of the Merger is to effectuate the transactions contemplated by the Merger Agreement and to bear the rewards and risks of such ownership after the Common Units cease to be publicly traded. The ArcLight Filing Parties did not consider any alternatives for achieving these purposes.

The ArcLight Filing Parties believe that the Partnership requires substantial capital infusions in order to execute its business plan and manage its leverage. Based on the trading price of the Common Units and the Partnership’s leverage ratios and pending debt maturities, the ArcLight Filing Parties believe that the terms of raising such capital as a public entity would result in significant dilution of the Unaffiliated Unitholders, further pressuring unit price trading levels. The ArcLight Filing Parties believe that they could better provide and arrange for such funding if the Partnership is a private company. In addition, the ArcLight Filing Parties believe that, without the reporting and other substantial burdens placed on public entities, which are exacerbated for small companies like the Partnership, the management and employees of the Partnership will be better focused on executing on the strategic initiatives required to justify such additional capital investment. The ArcLight Filing Parties also believe that improvements to the Partnership’s cost structure and strategic direction, which might include a significant dismantling of the Partnership’s existing asset base, could be achieved free of the pressures imposed on publicly traded partnerships with regard to reporting operating results and delivering ratable long-term, enterprise growth.

The ArcLight Filing Parties have undertaken to pursue the Merger at this time for the reasons described above.

Although the ArcLight Filing Parties believe that there will be certain opportunities associated with their investment in the Partnership if the Merger is completed, the ArcLight Filing Parties realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Partnership) and that such opportunities may never be fully realized.

The ArcLight Filing Parties believe that a merger transaction is preferable to other transaction structures because the Merger (i) will enable the Sponsor Entities to acquire all of the outstanding Common Units at the same time and (ii) represents an opportunity for the Unaffiliated Unitholders to receive a premium for their Common Units in the form of the Merger Consideration based on the Merger Consideration representing a 58.61% premium to the $3.31 closing price per Common Unit on January 2, 2019, the date that MIH delivered the January 2nd Offer to the Conflicts Committee. Furthermore, the ArcLight Filing Parties believe that structuring the transaction as a merger transaction provides a prompt and orderly transfer of ownership of the Partnership in a single step, without the necessity of financing separate purchases of the Common Units in a tender offer and implementing a second-step merger to acquire any Common Units not tendered into any such tender offer, and without incurring any additional transaction costs associated with such activities.

Primary Benefits and Detriments of the Merger

Benefits and Detriments to Holders of Common Units

The primary benefits of the Merger to Unaffiliated Unitholders, who will not have a continuing interest in the Partnership following the Merger, include the following:

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The primary detriments of the Merger to Unaffiliated Unitholders, who will not have a continuing interest in the Partnership following the Merger, include the following:

Benefits and Detriments to the Partnership and Parent

The primary benefits of the Merger to the Partnership and Parent include the following:

The primary detriments of the Merger to the Partnership and Parent include the following:

Ownership of the Partnership After the Merger

After the Merger, the Partnership will survive as a direct subsidiary of Parent and Partnership GP, both of which are indirect controlled subsidiaries of ArcLight.

Regulatory Approvals and Clearances Required for the Merger

In connection with the Merger, the Partnership intends to make all required filings under the Exchange Act, as well as any required filings with the NYSE and the Secretary of State of the State of Delaware. None of the Partnership, Partnership GP or the Sponsor Entities is aware of any federal or state regulatory approval required in connection with the Merger, other than compliance with applicable federal securities laws and applicable Delaware law.

Parent, Merger Sub and HPIP, on the one hand, and each of the Partnership and Partnership GP, on the other hand, have agreed to (including to cause their respective subsidiaries to) use commercially reasonable efforts to

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obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any governmental authority necessary to consummate the transactions contemplated by the Merger Agreement.

Financing of the Merger

The total amount of funds necessary to consummate the Merger and the related transactions is anticipated to be approximately $203.8 million. The Merger Consideration will be funded by equity capital through a series of capital contributions from ArcLight to Parent. The Merger Consideration will be provided by Parent in accordance with the Equity Commitment Letter described below.

Equity Commitment Letter

Concurrently with the execution of the Merger Agreement, ArcLight entered into the Equity Commitment Letter with Parent, pursuant to which ArcLight committed to provide equity financing for the transactions contemplated by the Merger Agreement, which will be used by Parent to fund the aggregate Merger Consideration pursuant to and in accordance with the Merger Agreement and to pay the related expenses of Parent. ArcLight may effect the purchase of the equity interest of Parent directly or indirectly through one or more affiliated entities designated by it.

Fees and Expenses

Generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the respective party incurring such fees and expenses. The filing fee, if any, under the HSR Act and any other applicable antitrust law will be paid 50% by Parent and 50% by the Partnership.

Total fees and expenses incurred or to be incurred by the Partnership and Parent in connection with the Merger are estimated at this time to be as follows:

General

In the Merger Agreement, the parties have agreed to cooperate with each other to make all filings with governmental authorities and to obtain all governmental approvals and consents necessary to consummate the Merger, subject to certain exceptions and limitations. It is a condition to the consummation of the Merger that any applicable waiting period for required governmental consents and approvals has terminated or expired before the consummation of the Merger.

Pending Litigation

Currently, the Partnership is not aware of any complaints filed or pending litigation related to the Merger.

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Provisions for Unaffiliated Unitholders

No provision has been made to grant Unaffiliated Unitholders access to the files of the Partnership, Partnership GP, Parent or Merger Sub or to obtain counsel or appraisal services at the expense of the foregoing parties.

Delisting and Deregistration of Common Units

The Common Units are currently listed on the NYSE under the ticker symbol “AMID.” If the Merger is completed, the Common Units will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

No Appraisal Rights

Holders of Common Units are not entitled to dissenters’ rights of appraisal under the Partnership Agreement, the Merger Agreement or applicable Delaware law. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by references to Delaware law, other applicable law, the Partnership Agreement and the Merger Agreement.

Accounting Treatment of the Merger

The Partnership, as the surviving entity in the Merger, is considered the acquiror for accounting purposes. Therefore, its net assets remain at historical cost.

Ownership of the Partnership after the Merger

After the Merger, the Partnership will survive as a direct subsidiary of Parent and Partnership GP, both of which are indirect controlled subsidiaries of ArcLight.

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THE MERGER AGREEMENT

The following describes the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this information statement and incorporated by reference herein. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. Parent and the Partnership encourage you to read carefully the Merger Agreement in its entirety before making any decisions regarding the Merger as it is the legal document governing the Merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Parent, the Partnership or any of their respective subsidiaries or affiliates contained in this information statement or the Partnership’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Parent, the Partnership or their respective subsidiaries or affiliates contained in the Merger Agreement and described in this summary. The representations, warranties and covenants made in the Merger Agreement by the Partnership, Partnership GP, Parent, Merger Sub and HPIP were qualified and subject to important limitations agreed to by Parent, the Partnership and their respective subsidiaries in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to Unitholders and reports and documents filed with the SEC and in some cases were qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the Merger Agreement or otherwise publicly disclosed. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this information statement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone.

The Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with the laws of the State of Delaware, the Merger Agreement provides for the merger of Merger Sub with and into the Partnership. The Partnership, which is sometimes referred to following the Merger as the surviving entity, will survive the Merger, and the separate limited liability company existence of Merger Sub will cease. As a result of the Merger, the Partnership will survive as a wholly owned subsidiary of Parent and Partnership GP, both of which are indirect controlled subsidiaries of ArcLight. After the completion of the Merger, the certificate of limited partnership of the Partnership in effect immediately prior to the Effective Time will be the certificate of limited partnership of the surviving entity, until amended in accordance with its terms and applicable law, and the Partnership Agreement in effect immediately prior to the Effective Time will be amended and restated and as so amended and restated, shall be the agreement of limited partnership of the surviving entity from and after the Effective Time, until amended in accordance with its terms and applicable law.

Effective Time; Closing

The Effective Time will be at such time that a certificate of merger effecting the Merger is duly filed with the Secretary of State of the State of Delaware by the Partnership and Parent, executed in accordance with the relevant provisions of the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, or at such later date or time as is agreed to by the Partnership and Parent in writing and specified in the certificate of merger.

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Unless the parties agree otherwise, the closing of the Merger will occur at 10:00 a.m. (Central Time), on the third business day after the satisfaction or waiver of the conditions to the Merger provided in the Merger Agreement (other than conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions), or at such other date or time as the Partnership and Parent agree; provided, however, that without Parent’s written consent, the closing of the Merger may not occur prior to May 17, 2019. For further discussion of the conditions to the Merger, see “— Conditions to Consummation of the Merger .”

The Partnership and Parent currently expect to complete the Merger in the second quarter of 2019, subject to any required regulatory approvals and the satisfaction or waiver of the other conditions to the transactions contemplated by the Merger Agreement described below.

Conditions to Consummation of the Merger

The Partnership and Parent may not complete the Merger unless each of the following conditions is satisfied or waived, if waiver is permitted by applicable law:

The obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

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The obligations of the Partnership to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

For purposes of the Merger Agreement, the term “Partnership Material Adverse Effect” means any change, event, effect or occurrence (each, an “Effect”) that (a) has, or would reasonably be expected to have, a material adverse effect on the business, assets, financial condition or results of operations of the Partnership and its subsidiaries, taken as a whole, or (b) prevents or would reasonably be expected to prevent the consummation of the Merger, provided that, for purposes of clause (a), none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been a Partnership Material Adverse Effect: any Effect that results from or arises in connection with (A) conditions in the industries and regions in which the Partnership operates, (B) general economic or regulatory, legislative or political conditions (or changes therein) or securities, credit, financial or other capital markets conditions (including changes generally in prevailing interest rates, currency exchange rates, commodity prices, credit markets and price levels or trading volumes), (C) any change or prospective change in law or GAAP (or interpretation or enforcement thereof) (1) applicable to the Partnership or any of its properties, operations or assets or (2) generally affecting the industries or markets in which the Partnership and its subsidiaries operate, (D) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war (whether or not declared), sabotage, terrorism or any epidemics, or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism or any epidemics, (E) any hurricane, tornado, flood, volcano, earthquake or other natural or man-made disaster or any other national or international calamity or crises, (F) the failure, in and of itself, of the Partnership or its subsidiaries to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of the Merger Agreement, or changes or prospective changes in the market price or trading volume of any securities or indebtedness of the Partnership or any of its subsidiaries or the credit rating of the Partnership (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Partnership Material Adverse Effect if such facts are not otherwise excluded under this definition), (G) the announcement, pendency and consummation of any of the transactions contemplated hereby or any Proceeding (as defined in the Merger

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Agreement) in respect of the Merger Agreement or any of the transactions contemplated thereby, (H) the compliance with the terms of the Merger Agreement (other than with respect to any obligation of the Partnership or any of its subsidiaries in accordance with Section 6.2 of the Merger Agreement) and any loss of or change in relationship with any customer, supplier, vendor or other business partner, or departure of any employee or officer, of the Partnership or of any of its subsidiaries as a result of the execution of the Merger Agreement, the announcement of any of the transactions contemplated thereby or compliance with the terms thereof, and (I) any action taken by the Partnership or any of its subsidiaries at Parent’s written request or with Parent’s, HPIP’s or any of their respective affiliates’ written consent, except in the case of clauses (A), (B), (C), (D) or (E), to the extent that the Partnership and its subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries or markets in which the Partnership and its subsidiaries operate.

Unitholder Approval

Consummation of the Merger requires the Partnership Unitholder Approval. The GP Board has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and authorized that the Merger Agreement be submitted to the limited partners for a vote by written consent. The Sponsor Entities beneficially own approximately 51% of the outstanding Common Units on an as-converted basis and 100% of the outstanding preferred units, a sufficient number to approve the Merger Agreement and the transactions contemplated thereby. Immediately prior to execution of the Merger Agreement, certain affiliates of Parent delivered to the Partnership a written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger, by a Unit Majority, which consent constitutes the Partnership Unitholder Approval. As a result, the Partnership has not solicited and is not soliciting your approval of the Merger Agreement, and does not plan to call a meeting of the holders of Common Units to approve the Merger Agreement.

No Solicitation by Partnership GP or the Partnership of Acquisition Proposals

Under the Merger Agreement, the Partnership and Partnership GP have agreed that they will not, and will use reasonable best efforts to cause their and the Partnership’s subsidiaries’ respective Representatives not to, directly or indirectly (i) initiate, solicit, knowingly encourage or knowingly facilitate (including by way of furnishing confidential information) or take any other action intended to lead to any inquiries or the making or submission of any proposals that constitute or could reasonably be expected to lead to any inquiry, proposal or offer from or by any person or entity, other than Parent, Merger Sub or their respective affiliates, relating to any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person or entity any non-public information with respect to, any Acquisition Proposal or (iii) enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreement or unit exchange agreement, option agreement or similar agreement relating to an Acquisition Proposal.

Change in the GP Board Recommendation

The Merger Agreement provides that the Partnership and Partnership GP will not, and will use reasonable best efforts to cause the Partnership’s subsidiaries and their respective Representatives not to, directly or indirectly, (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the recommendation of the GP Board and the Conflicts Committee that the Unitholders approve the Merger Agreement and the Merger, or publicly recommend the approval or adoption of, or publicly approve or adopt, or propose to publicly recommend, approve or adopt, any Acquisition Proposal, or fail to recommend against acceptance of any tender offer or exchange offer for Common Units within ten business days after commencement of such offer, or resolve or agree to take any of the foregoing actions or (ii) fail to include the recommendation of the GP Board and the Conflicts Committee that the Unitholders approve the Merger Agreement in this information statement.

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As a result of the delivery of the written consent of limited partners approving the Merger Agreement and the transactions contemplated thereby, including the Merger, by a Unit Majority, which constitutes the Partnership Unitholder Approval, the Conflicts Committee no longer has the right to effect a Partnership Adverse Recommendation Change.

In addition to the other obligations of the Partnership set forth above, the Partnership must promptly advise Parent and the GP Board, orally and in writing, and in no event later than 48 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Partnership in respect of any Acquisition Proposal. Any such notice must indicate the identity of the person or entity making such proposal, offer, inquiry or other contact and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and must include with such notice copies of any written materials received from or on behalf of such person or entity relating to such propose, offer, inquiry or request). The Partnership must promptly keep Parent and the GP Board promptly informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and the Partnership must promptly provide Parent and the GP Board with copies of any additional written materials received by the Partnership or that the Partnership has delivered to any third party making an Acquisition Proposal that relate to such proposals, offers, inquiries or requests) and of the status of any such discussions or negotiations. HPIP or any of its affiliates must promptly inform the GP Board and the Conflicts Committee in writing, and in no event later than 48 hours after receipt, if any proposal or offer is received by HPIP or any of its affiliates in respect of an Acquisition Proposal and shall in such notice indicate the terms and conditions of such Acquisition Proposal.

Merger Consideration

The Merger Agreement provides that, at the Effective Time, each Common Unit issued and outstanding or deemed issued and outstanding as of immediately prior to the Effective Time, other than the Sponsor Units, will be converted into the right to receive $5.25 in cash, to be paid without interest and reduced by any applicable tax withholding. As of the Effective Time, all of the Common Units converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be canceled and cease to exist.

Treatment of Sponsor Units and Series C Warrant

Prior to the Effective Time, the Partnership and Partnership GP will, and Parent will cause its affiliates to, amend the Series C Warrant such that the Series C Warrant will remain outstanding through the Effective Time and be exercisable into the same number of Common Units after the Effective Time as of the date of the Merger Agreement. The Sponsor Units and the Series C Warrant (as amended in accordance with the Merger Agreement) will be unaffected by the Merger and will remain outstanding, and no consideration will be delivered in respect thereof.

Treatment of Partnership Phantom Units and Partnership Equity Plans

Each Partnership Phantom Unit issued under the Partnership Equity Plans providing for the grant of awards of Common Units that has not vested or been settled prior to the Effective Time will be converted into a right to receive a cash payment in an amount equal to the Merger Consideration with respect to each such Partnership Phantom Unit, which amount will be payable in accordance with the terms of the underlying award agreement. Any Partnership Phantom Unit that is outstanding as of the Effective Time will not vest and, following conversion to cash-based award, will continue to be eligible to vest in accordance with the terms of the applicable award agreements governing the original award of such Partnership Phantom Unit.

Prior to the Effective Time, the Partnership and Partnership GP will terminate the Partnership Equity Plans, such termination to be effective at the Effective Time. In addition, as soon as reasonably practicable following the Effective Time, the Partnership will file post-effective amendments to the Form S-8 registration statements

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filed by the Partnership on August 23, 2011, August 13, 2012, February 19, 2016 and March 9, 2017, respectively, deregistering all Common Units thereunder.

Treatment of General Partner Interest and Incentive Distribution Rights

The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger, will remain outstanding and no consideration will be delivered in respect thereof.

The IDRs issued and outstanding immediately prior to the Effective Time will be automatically canceled and cease to exist, and no consideration shall be delivered in respect thereof.

Surrender of Common Units

Before the closing date, Parent will appoint a paying agent reasonably acceptable to the Partnership for the purpose of exchanging the Common Units, whether represented by certificates or in book-entry form only, for the Merger Consideration. As promptly as practicable after the Effective Time, Parent will send, or will cause the paying agent to send, to each record holder of Common Units, other than The Depository Trust Company (“DTC”), as of the Effective Time whose Common Units were converted into the right to receive the Merger Consideration, a letter of transmittal in a form as the Partnership and Parent may reasonably agree, including instructions for use in effecting the surrender of the Common Units in exchange for the Merger Consideration.

On or before the closing date, Parent will deposit or cause to be deposited with the paying agent in trust for the benefit of the holders of Common Units which are converting into the right to receive the Merger Consideration at the Effective Time, an amount of cash in U.S. dollars equal to the amount of the aggregate Merger Consideration payable pursuant to the Merger Agreement, such cash deposited with the paying agent referred to as the “Exchange Fund.” The paying agent will deliver the Merger Consideration contemplated to be paid pursuant to the Merger Agreement out of the Exchange Fund. Each holder of Common Units, other than DTC, that have been converted into the right to receive the Merger Consideration, upon delivery to the paying agent of a properly completed letter of transmittal and surrender of such Common Units, will be entitled to receive a check in an amount equal to the aggregate amount of cash that such holder has a right to receive under the Merger Agreement.

Adjustments to Prevent Dilution

Prior to the Effective Time, the Merger Consideration will be appropriately adjusted to reflect fully the effect of any unit dividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, combination, exchange of units or similar transaction with respect to Common Units to provide the Unitholders the same economic effect as contemplated by the Merger Agreement prior to such event.

Withholding

Each of Parent, Merger Sub, the surviving entity and the paying agent will be entitled to deduct and withhold from the consideration otherwise payable to a holder of Common Units such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), or under any provision of applicable state, local or foreign tax law. To the extent that deduction and withholding is required, such withheld amounts will be treated for purposes of the Merger Agreement as having been paid to the former holder of Common Units in respect of whom such withholding was made.

Regulatory and Consent Matters

See “ The Merger—Regulatory Approvals and Clearances Required for the Merger ” for a description of the material regulatory requirements for the completion of the Merger.

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Parent, Merger Sub and HPIP, on the one hand, and each of the Partnership and Partnership GP, on the other hand, have agreed to, and to cause their respective subsidiaries to, use commercially reasonable efforts to obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any governmental authority necessary to consummate the transactions contemplated by the Merger Agreement and to obtain the Existing Partnership Credit Facility Modifications within 20 business days after the date of the Merger Agreement. Notwithstanding the foregoing, none of Parent, Merger Sub, the Partnership, Partnership GP or any of their respective affiliates is under any obligation to offer, accept, agree to or commit to agree to a Divestiture Condition (as defined in the Merger Agreement) with respect to any businesses or assets owned as of the date of the Merger Agreement in order to obtain any approval or consent under applicable antitrust laws. In addition, notwithstanding the foregoing, in no event will the Partnership, Partnership GP, Parent, HPIP or any of their respective affiliates be obligated to incur any non- de minimis costs to lenders under the Existing Partnership Credit Facility in connection with obtaining the Existing Partnership Credit Facility Modifications.

Termination of the Merger Agreement

The Partnership or Parent may terminate the Merger Agreement at any time prior to the Effective Time, by mutual written consent duly authorized by each of the Conflicts Committee (in the case of Partnership) and HPIP, the manager of Parent (in the case of Parent).

In addition, either Parent or, following authorization by the Conflicts Committee, the Partnership, may terminate the Merger Agreement if the Merger has not occurred on or before the Outside Date; provided, that the right to terminate is not available to a party if the inability to satisfy such condition was due to the failure of such party (or, in the case of Partnership, Partnership GP, and in the case of Parent, HPIP or Merger Sub) to perform any of its obligations under the Merger Agreement or if any other party has filed and is pursuing an action seeking specific performance pursuant to the terms of the Merger Agreement.

In addition, Parent may terminate the Merger Agreement:

In addition, the Partnership may terminate the Merger Agreement:

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Expenses

Generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the respective party incurring such fees and expenses. The filing fee, if any, under the HSR Act and any other applicable antitrust law will be paid 50% by Parent and 50% by the Partnership.

Conduct of Business Pending the Consummation of the Merger

Under the Merger Agreement, the Partnership and Partnership GP have undertaken certain covenants that place restrictions on them and their subsidiaries from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time. In general, the Partnership and Partnership GP have agreed to, and to cause each of their subsidiaries to, among other things, (i) conduct their respective businesses in the ordinary course of business and (ii) use commercially reasonable efforts to preserve intact their respective business organizations, goodwill and assets and maintain their respective rights, franchises and existing relations with customers, suppliers, employees and business associates.

Subject to certain exceptions set forth in the Merger Agreement, the Partnership and Partnership GP will not, and will use reasonable best efforts to cause their and the Partnership’s subsidiaries’ directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives not to, directly or indirectly, take any of the solicitation actions relating to an Acquisition Proposal described above in “— No Solicitation by Partnership GP or the Partnership of Acquisition Proposals .”

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Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides that, from and after the Effective Time, Parent and the surviving entity jointly and severally will honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the organizational documents of the Partnership and Partnership GP and their applicable subsidiaries immediately prior to the Effective Time and ensure that the organizational documents of the Partnership and Partnership GP or any of their respective successors or assigns, if applicable, shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Partnership, Partnership GP and their subsidiaries than are presently set forth in such organizational documents.

Under the Merger Agreement, the Partnership has agreed, prior to the Effective Time, to purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by any officer, director or employee of the Partnership or any of its subsidiaries, or Partnership GP, and also with respect to any such person in their capacity as a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with the Partnership) serving at the request of or on behalf of the Partnership or Partnership GP or any of the Partnership’s subsidiaries and together with such person’s heirs, executors or administrators. Such “tail policy” will provide coverage for six years.

Amendment and Waiver

At any time prior to the Effective Time, whether before or after Unitholder Approval, the parties may, by written agreement, amend the Merger Agreement; provided, however, that:

Unless otherwise expressly set forth in the Merger Agreement, whenever a determination, decision, approval, consent, waiver or agreement of the Partnership or Partnership GP is required pursuant to the Merger Agreement, such determination, decision, approval, consent, waiver or agreement must be authorized by the Conflicts Committee and, unless otherwise required by the Partnership Agreement or applicable law, such action shall not require approval of the Unitholders.

At any time prior to the Effective Time, any party to the Merger Agreement may, to the extent legally allowed:

provided, however, that neither the Partnership nor Partnership GP shall take any such action without the prior approval of the Conflicts Committee.

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Remedies; Specific Performance

The Merger Agreement provides that no termination of the Merger Agreement will relieve the Partnership from any liability for any failure to consummate the Merger and the other transactions contemplated thereby when required pursuant to the Merger Agreement, and that in the event of the Partnership’s or Partnership GP’s intentional and material breach of the Merger Agreement or intentional fraud, then Parent shall be entitled to pursue any and all legally available remedies, including equitable relief, and to seek recovery of all losses, liabilities, damages, costs and expenses of every kind and nature (including reasonable attorneys’ fees and time value of money). Notwithstanding anything to the contrary therein, the Merger Agreement also provides that the Partnership will pay Parent’s reasonable and documented out-of-pocket expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger, up to an amount equal to $3.5 million, in the event the Merger Agreement is terminated by the Partnership or Parent pursuant to Sections 8.1(c)(i) (Partnership Adverse Recommendation Change) or 8.1(c)(ii) (Partnership or Partnership GP breach) of the Merger Agreement.

Notwithstanding anything to the contrary therein, the Merger Agreement also provides that in the event of termination of the Merger Agreement by the Partnership pursuant to Sections 8.1(d) (HPIP, Parent or Merger Sub breach), 8.1(e) (Parent failure to close) or 8.1(b) (reaching the Outside Date) (if the Partnership could have terminated pursuant to Section 8.1(d) (HPIP, Parent or Merger Sub breach)) of the Merger Agreement, then Parent shall, within two business days after the date of such termination, deliver the Termination Fee to the Partnership or its designated subsidiary assignee (it being understood that in no event shall Parent be required to pay the Termination Fee on more than one occasion).

The Merger Agreement also provides that the parties are entitled to obtain an injunction to prevent breaches of the Merger Agreement and to specifically enforce the Merger Agreement. The Termination Fee (together with the specific performance rights described in Section 9.8 of the Merger Agreement) is the sole and exclusive remedy of the Partnership or Partnership GP or any of their respective affiliates against Parent, HPIP, Merger Sub or any of their respective affiliates, or any direct or indirect former, current or future equity holder or Representative of any of the foregoing, and under no circumstances shall Parent be obligated to both specifically perform the terms of the Merger Agreement and pay the Termination Fee and under no circumstances shall Parent be obligated to both specifically perform the terms of the Merger Agreement and pay the Termination Fee.

Representations and Warranties

The Merger Agreement contains representations and warranties made by the Partnership and Partnership GP, on the one hand, and Parent and Merger Sub on the other hand. These representations and warranties have been made solely for the benefit of the other parties to the Merger Agreement and:

The representations and warranties made by the Partnership and Partnership GP to Parent and Merger Sub relate to, among other things:

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