UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Amendment No. 1

to

 

SCHEDULE 13E-3

 


 

RULE 13e-3 TRANSACTION STATEMENT
(Under Section 13(e) of the Securities Exchange Act of 1934)

 


 

ANTERO MIDSTREAM PARTNERS LP
(Name of the Issuer)

 


 

Antero Midstream Partners GP LLC

Antero Midstream GP LP

AMGP GP LLC

Antero IDR Holdings LLC

Arkrose Midstream Preferred Co LLC

Arkrose Midstream Newco Inc.

Arkrose Midstream Merger Sub LLC
Antero Resources Corporation

Warburg Pincus Private Equity VIII, L.P.

Warburg Pincus Netherlands Private Equity VIII C.V. I

WP-WPVIII Investors, L.P.

Warburg Pincus Private Equity X O&G, L.P.

Warburg Pincus X Partners, L.P.

WP-WPVIII Investors GP L.P.

Warburg Pincus X, L.P.

Warburg Pincus X GP L.P.

WPP GP LLC

Warburg Pincus Partners, L.P.

Warburg Pincus Partners GP LLC

Warburg Pincus & Co.

Warburg Pincus LLC

Charles R. Kaye

Joseph P. Landy

Yorktown Energy Partners V, L.P.

Yorktown Energy Partners VI, L.P.

Yorktown Energy Partners VII, L.P.

Yorktown Energy Partners VIII, L.P.

Paul Rady

Mockingbird Investments LLC

Glen C. Warren, Jr.

Canton Investment Holdings LLC
(Name of Person(s) Filing Statement)

 

Common Units Representing Limited Partner Interests
(Title of Class of Securities)

 

03673L 103
(CUSIP Number of Class of Securities)

 

Glen C. Warren, Jr.

1615 Wynkoop Street

Denver, Colorado 80202

(303) 357-7310
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)

 


 

Copies to:

 

Douglas E. McWilliams

Lande A. Spottswood

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002-6760

713-758-2222

 


 

This statement is filed in connection with (check the appropriate box):

 

(a)           x    The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

 

(b)          x    The filing of a registration statement under the Securities Act of 1933.

 

(c)           o     A tender offer.

 

(d)          o     None of the above.

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

 

Check the following box if the filing is a final amendment reporting the results of the transaction:  o

 

Calculation of Filing Fee

 

Transaction Valuation*

 

Amount of Filing Fee**

$5,561,008,451.46

 

$673,995

 


*                  Calculated solely for the purpose of determining the filing fee. The Transaction Value was calculated as follows: the product of (a) $29.73, the average of the high and low prices of the common units of Antero Midstream Partners LP (“AM”) as reported on the New York Stock Exchange on November 1, 2018 and (b) 187,050,402, the estimated maximum number of common units of AM that may be exchanged for the merger consideration in the merger of AM with a wholly owned subsidiary of Antero Midstream GP LP (“AMGP”).

 

**            In accordance with Rule 0-11(c)(1), the filing fee was calculated by multiplying 0.0001212  by the Transaction Valuation.

 

x            Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

 

Amount Previously Paid: $673,995

Filing Party: Antero Midstream GP LP

Form or Registration No.: Form S-4 (Registration No. 333-228156)

Date Filed: November 5, 2018

 

 

 


 

INTRODUCTION

 

This Amendment No. 1 (this “Amendment”) to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule”) is being filed by: (1) (a) Antero Midstream Partners LP (“AM”), the issuer of common units representing limited partner interests in AM that are the subject of the Rule 13e-3 transaction, (b) Antero Midstream Partners GP LLC, the general partner of AM (“AMP GP,” and, together with AM, the “AM Parties”), (2) (a) Antero Midstream GP LP (“AMGP”), (b) AMGP GP LLC, the general partner of AMGP (“AMGP GP”), (c) Antero IDR Holdings LLC (“IDR Holdings”), (d) Arkrose Midstream Preferred Co LLC (“Preferred Co”), (e) Arkrose Midstream Newco Inc. (“NewCo”), (f) Arkrose Midstream Merger Sub LLC (“Merger Sub,” and together with AMGP, AMGP GP, IDR Holdings, Preferred Co and NewCo, the “AMGP Parties”), (3) Antero Resources Corporation (“Antero Resources”), (4) (a) Warburg Pincus Private Equity VIII, L.P. (“WPPE”), (b) Warburg Pincus Netherlands Private Equity VIII C.V. I (“WPNPE”), (c) WP-WPVIII Investors, L.P. (“WPWP”), (d) Warburg Pincus Private Equity X O&G, L.P.(“WPPEX”), (e) Warburg Pincus X Partners, L.P. (“WPXP”), (f) WP-WPVIII Investors GP L.P. (“WPWP GP”), (g) Warburg Pincus X, L.P. (“WPX”), (h) Warburg Pincus X GP L.P. (“WPX GP”), (i) WPP GP LLC (“WPP GP”), (j) Warburg Pincus Partners, L.P. (“WPP LP”), (k) Warburg Pincus Partners GP LLC (“WPP GP LLC”), (l) Warburg Pincus & Co. (“WP”), (m) Warburg Pincus LLC (“WP LLC”), (n) Charles R. Kaye, and (o) Joseph P. Landy (together with WPPE, WPNPE, WPWP, WPPEX, WPXP, WPWP GP, WPX, WPX GP, WPP GP, WPP LP, WPP GP LLC, WP, WP LLC and Mr. Kaye, “Warburg”), (5) (a) Yorktown Energy Partners V, L.P. (“YEP V”), (b) Yorktown Energy Partners VI, L.P. (“YEP VI”), (c) Yorktown Energy Partners VII, L.P. (“YEP VII”), and (d) Yorktown Energy Partners VIII, L.P. (“YEP VII,” and together with YEP V, YEP VI, YEP VII, and YEP VII, “Yorktown,” and together with Warburg, the “Sponsor Holders”), (6) Paul Rady, Mockingbird Investments LLC (“Mockingbird”), Glen C. Warren, Jr. and Canton Investment Holdings LLC (“Canton,” and together with Paul Rady, Mockingbird and Glen C. Warren, Jr., the “Management Holders”). This Schedule relates to the Simplification Agreement, dated as of October 9, 2018, by and among AMGP GP, AMGP, IDR Holdings, Preferred Co, NewCo, Merger Sub, AMP GP, and AM (the “Simplification Agreement”).

 

AMGP has filed with Securities and Exchange Commission a registration statement on Form S-4 (the “Form S-4”), which contains a joint proxy statement and a prospectus (the “proxy statement/prospectus”) and constitutes (i) a prospectus of AMGP under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to AMGP (or its successor entity) securities to be issued pursuant to the Simplification Agreement, (ii) a notice of meeting and a proxy statement of AMGP under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of AMGP shareholders, at which AMGP shareholders will be asked to consider and vote on, among other matters, a proposal to approve the Simplification Agreement and the transactions contemplated thereby and (iii) a notice of meeting and a proxy statement of AM under Section 14(a) of the Exchange Act with respect to the special meeting of AM unitholders, at which AM unitholders will be asked to consider and vote on a proposal to approve the Simplification Agreement and the transactions contemplated thereby. A copy of the Form S-4 is attached hereto as Exhibit (a)(3) and a copy of the Simplification Agreement is attached as Annex A to the proxy statement/prospectus. All references in this Schedule to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.

 

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the proxy statement/prospectus of the information required to be included in response to the items of Schedule 13E-3. The information contained in the proxy statement/prospectus, including all annexes thereto and documents incorporated by reference therein, is hereby expressly incorporated herein by reference. As of the date hereof, the proxy statement/prospectus is in preliminary form and is subject to completion. Terms used but not defined in this Schedule shall have the meanings given to them in the proxy statement/prospectus.

 

The Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with the exhibits and annexes thereto and as amended and supplemented from time to time, the “Schedule 13E-3”), was originally filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2018 by AMGP. Due to the large number of exhibits to be filed with the Schedule 13E-3, this Amendment is being filed to file electronically Exhibits (c)(22) through (c)(40) to Item 16 herein which were not filed with the original Schedule 13E-3. Unless set forth below, all previous Items of the Schedule 13E-3 are unchanged.

 

1


 

Item 16.                          Exhibits.

 

Regulation M-A Item 1016

 

(a)(1)

 

Letter to Common Unitholders of Antero Midstream Partners LP, incorporated herein by reference to the proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Antero Midstream GP LP with the Securities and Exchange Commission on November 5, 2018.

 

 

 

(a)(2)

 

Notice of Special Meeting of Common Unitholders of Antero Midstream Partners LP, incorporated herein by reference to the proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Antero Midstream GP LP with the Securities and Exchange Commission on November 5, 2018.

 

 

 

(a)(3)

 

Joint Proxy Statement/Prospectus of Antero Midstream Partners LP and Antero Midstream GP LP, incorporated herein by reference to the Registration Statement on Form S-4 filed by Antero Midstream GP LP with the Securities and Exchange Commission on November 5, 2018

 

 

 

(b)(1)

 

Amended and Restated Credit Agreement, dated as of October 26, 2017, among Antero Midstream Partners LP and certain of its subsidiaries, certain lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, l/c issuer and swingline lender and the other parties thereto (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on November 1, 2017).

 

 

 

(b)(2)

 

First Amendment and Joinder Agreement, dated as of October 31, 2018, among Antero Midstream Partners LP and certain of its subsidiaries, certain lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, l/c issuer and swingline lender and the other parties thereto (incorporated by reference to Exhibit 10.5 to the proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Antero Midstream GP LP with the Securities and Exchange Commission on November 5, 2018).

 

 

 

(c)(1)

 

Fairness Opinion of the AM Conflicts Committee’s Financial Advisor, dated October 8, 2018, incorporated herein by reference to the proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Antero Midstream GP LP with the Securities and Exchange Commission on November 5, 2018.

 

 

 

(c)(2)

 

Fairness Opinion of the AMGP Conflicts Committee’s Financial Advisor, dated October 9, 2018, incorporated herein by reference to the proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Antero Midstream GP LP with the Securities and Exchange Commission on November 5, 2018.

 

 

 

(c)(3)

 

Fairness Opinion of the AR Special Committee’s Financial Advisor, dated October 8, 2018, incorporated herein by reference to the proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Antero Midstream GP LP with the Securities and Exchange Commission on November 5, 2018.

 

 

 

(c)(4)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated March 1, 2018.

 

 

 

(c)(5)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated March 22, 2018.

 

 

 

(c)(6)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated April 3, 2018.

 

 

 

(c)(7)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Board of Directors of AMGP GP LLC, dated April 7, 2018.

 

 

 

(c)(8)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated April 10, 2018.

 

 

 

(c)(9)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated April 10, 2018.

 

2


 

(c)(10)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated April 18, 2018.

 

 

 

(c)(11)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated April 20, 2018.

 

 

 

(c)(12)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated April 20, 2018.

 

 

 

(c)(13)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated April 23, 2018.

 

 

 

(c)(14)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated May 1, 2018.

 

 

 

(c)(15)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated May 3, 2018.

 

 

 

(c)(16)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated May 8, 2018.

 

 

 

(c)(17)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated May 9, 2018.

 

 

 

(c)(18)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated May 11, 2018.

 

 

 

(c)(19)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated May 18, 2018.

 

 

 

(c)(20)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated May 22, 2018.

 

 

 

(c)(21)*

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated June 1, 2018.

 

 

 

(c)(22)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated June 6, 2018.

 

 

 

(c)(23)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated June 6, 2018.

 

 

 

(c)(24)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated June 20, 2018.

 

 

 

(c)(25)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated June 29, 2018.

 

 

 

(c)(26)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated July 18, 2018.

 

 

 

(c)(27)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated August 3, 2018.

 

 

 

(c)(28)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated August 11, 2018.

 

 

 

(c)(29)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated August 20, 2018.

 

 

 

(c)(30)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated August 21, 2018.

 

 

 

(c)(31)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated August 23, 2018.

 

 

 

(c)(32)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated August 27, 2018.

 

3


 

(c)(33)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated August 30, 2018.

 

 

 

(c)(34)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated September 6, 2018.

 

 

 

(c)(35)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated September 13, 2018.

 

 

 

(c)(36)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated September 21, 2018.

 

 

 

(c)(37)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated September 24, 2018.

 

 

 

(c)(38)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated October 3, 2018.

 

 

 

(c)(39)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated October 6, 2018.

 

 

 

(c)(40)**

 

Presentation prepared by Goldman Sachs & Co. LLC to the Conflicts Committee of the Board of Directors of AMGP GP LLC, dated October 8, 2018.

 

 

 

(c)(41)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated March 22, 2018.

 

 

 

(c)(42)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated March 30, 2018.

 

 

 

(c)(43)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated April 10, 2018.

 

 

 

(c)(44)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated April 19, 2018.

 

 

 

(c)(45)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated June 12, 2018.

 

 

 

(c)(46)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated June 21, 2018.

 

 

 

(c)(47)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated July 3, 2018.

 

 

 

(c)(48)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated July 6, 2018.

 

 

 

(c)(49)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated July 8, 2018.

 

 

 

(c)(50)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated July 22, 2018.

 

 

 

(c)(51)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated August 1, 2018.

 

 

 

(c)(52)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated August 22, 2018.

 

 

 

(c)(53)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated August 28, 2018.

 

 

 

(c)(54)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated September 17, 2018.

 

 

 

(c)(55)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated September 23, 2018.

 

4


 

(c)(56)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated October 1, 2018.

 

 

 

(c)(57)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated October 5, 2018.

 

 

 

(c)(58)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated October 6, 2018.

 

 

 

(c)(59)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated October 7, 2018.

 

 

 

(c)(60)***

 

Supplemental Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated October 7, 2018.

 

 

 

(c)(61)***

 

Presentation prepared by Robert W. Baird & Co. Incorporated to the Special Committee of the Board of Directors of Antero Resources Corporation, dated October 8, 2018.

 

 

 

(c)(62)***

 

Presentation prepared by Morgan Stanley & Co. LLC to the Board of Directors of Antero Midstream Partners GP LLC, dated March 20, 2018.

 

 

 

(c)(63)***

 

Presentation prepared by Morgan Stanley & Co. LLC to the Board of Directors of Antero Midstream Partners GP LLC, dated August 9, 2018.

 

 

 

(c)(64)***

 

Joint Presentation prepared by J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC to the Board of Directors of Antero Resources Corporation, dated February 21, 2018.

 

 

 

(c)(65)***

 

Presentation prepared by J.P. Morgan Securities LLC to the Board of Directors of Antero Resources Corporation, dated March 22, 2018.

 

 

 

(c)(66)***

 

Presentation prepared by J.P. Morgan Securities LLC to the Board of Directors of Antero Resources Corporation, dated August 9, 2018.

 

 

 

(c)(67)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated June 17, 2018.

 

 

 

(c)(68)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated June 19, 2018.

 

 

 

(c)(69)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated June 20, 2018.

 

 

 

(c)(70)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated June 28, 2018.

 

 

 

(c)(71)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated June 30, 2018.

 

 

 

(c)(72)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated July 12, 2018.

 

 

 

(c)(73)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated July 14, 2018.

 

 

 

(c)(74)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated August 14, 2018.

 

5


 

(c)(75)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated August 14-15, 2018.

 

 

 

(c)(76)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated August 26, 2018.

 

 

 

(c)(77)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated August 26, 2018.

 

 

 

(c)(78)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated August 31, 2018.

 

 

 

(c)(79)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated September 1, 2018.

 

 

 

(c)(80)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated September 2, 2018.

 

 

 

(c)(81)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated September 17, 2018.

 

 

 

(c)(82)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated September 20, 2018.

 

 

 

(c)(83)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated September 23, 2018.

 

 

 

(c)(84)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated September 28, 2018.

 

 

 

(c)(85)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated October 2, 2018.

 

 

 

(c)(86)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated October 6, 2018.

 

 

 

(c)(87)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated October 8, 2018.

 

 

 

(c)(88)***

 

Presentation prepared by Tudor Pickering Holt & Co. Advisors LLP to the Conflicts Committee of Antero Midstream Partners LP, dated October 8, 2018.

 

 

 

(c)(89)***

 

Discussion Materials of Citigroup Global Markets Inc. for the Sponsor Holders, dated September 10, 2018.

 

 

 

(c)(90)***

 

Discussion Materials of Citigroup Global Markets Inc. for the Sponsor Holders affiliated with Warburg Pincus LLC, dated September 12, 2018.

 

 

 

(c)(91)***

 

Discussion Materials of Citigroup Global Markets Inc. for the Sponsor Holders, dated September 13, 2018.

 

 

 

(d)(1)

 

Simplification Agreement, dated as of October 9, 2018, by and among AMGP GP LLC, Antero Midstream GP LP, Antero IDR Holdings LLC, Arkrose Midstream Preferred Co LLC, Arkrose Midstream NewCo Inc., Arkrose Midstream Merger Sub LLC, Antero Midstream Partners GP LLC and Antero Midstream Partners LP., incorporated herein by reference to the proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Antero Midstream GP LP with the Securities and Exchange Commission on November 5, 2018

 

 

 

(f)(1)

 

Agreement of Limited Partnership, dated as of November 10, 2014, by and between Antero Resources Midstream Management LLC, as the General Partner, and Antero Resources Corporation, as the Organizational Limited Partner (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on November 17, 2014).

 

 

 

(f)(2)***

 

Delaware Code Title 6 § 17-212.

 

 

 

(g)

 

None

 


* Previously filed
** Filed herewith
*** To be filed by amendment

 

6


 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 5, 2018

 

 

 

 

ANTERO MIDSTREAM PARTNERS LP

 

 

 

By:

Antero Midstream Partners GP LLC, its general partner

 

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

ANTERO MIDSTREAM PARTNERS GP LLC

 

 

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

ANTERO MIDSTREAM GP LP

 

 

 

By:

AMGP GP LLC, its general partner

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

AMGP GP LLC

 

 

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

7


 

Dated: November 5, 2018

 

 

 

 

ANTERO IDR HOLDINGS LLC

 

 

 

By:

Antero Midstream GP LP, its managing member

 

By:

AMGP GP LLC, its general partner

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

ARKROSE MIDSTREAM PREFERRED CO LLC

 

 

 

By:

Antero Midstream GP LP,its sole member

 

By:

AMGP GP LLC, its general partner

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

ARKROSE MIDSTREAM NEWCO INC.

 

 

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

ARKROSE MIDSTREAM MERGER SUB LLC

 

 

 

 

By:

Arkrose Midstream NewCo Inc., its sole member

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

ANTERO RESOURCES CORPORATION

 

 

 

 

 

 

By:

/s/ Alvyn A. Schopp

 

Name:

Alvyn A. Schopp

 

Title:

Chief Administrative Officer, Regional Senior Vice President and Treasurer

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

 

 

 

 

By:

Warburg Pincus Partners, L.P., its general partner

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

8


 

Dated: November 5, 2018

 

 

 

 

 

 

WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII C.V. I

 

 

 

 

By:

Warburg Pincus Partners, L.P., its general partner

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

WP-WPVIII INVESTORS, L.P.

 

 

 

 

By:

WP-WPVIII Investors GP L.P., its general partner

 

By:

WPP GP LLC, its general partner

 

By:

Warburg Pincus Partners, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.

 

 

 

 

By:

Warburg Pincus X, L.P., its general partner

 

By:

Warburg Pincus X GP L.P., its general partner

 

By:

WPP GP LLC, its general partner

 

By:

Warburg Pincus Partners, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

9


 

Dated: November 5, 2018

 

 

 

 

 

 

WARBURG PINCUS X PARTNERS, L.P.

 

 

 

 

By:

Warburg Pincus X, L.P., its general partner

 

By:

Warburg Pincus X GP L.P., its general partner

 

By:

WPP GP LLC, its general partner

 

By:

Warburg Pincus Partners, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

WP-WPVIII INVESTORS, GP L.P.

 

 

 

 

By:

WPP GP LLC, its general partner

 

By:

Warburg Pincus Partners, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

WARBURG PINCUS X, L.P.

 

 

 

 

By:

Warburg Pincus X GP L.P., its general partner

 

By:

WPP GP LLC, its general partner

 

By:

Warburg Pincus Partners, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

10


 

Dated: November 5, 2018

 

 

 

 

WARBURG PINCUS X GP L.P.

 

 

 

 

By:

WPP GP LLC, its general partner

 

By:

Warburg Pincus Partners, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Dated: November 5, 2018

 

 

 

 

WPP GP LLC

 

 

 

 

By:

Warburg Pincus Partners, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Dated: November 5, 2018

 

 

 

 

WARBURG PINCUS PARTNERS, L.P.

 

 

 

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Dated: November 5, 2018

 

 

 

 

WARBURG PINCUS PARTNERS GP LLC

 

 

 

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

Dated: November 5, 2018

 

 

WARBURG PINCUS & CO.

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

Dated: November 5, 2018

 

 

 

 

WARBURG PINCUS LLC

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Managing Director

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

CHARLES R. KAYE

 

 

 

 

By:

/s/ Charles R. Kaye

 

Name:

Charles R. Kaye

 

By:

Robert B. Knauss, Attorney-in-Fact*

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

JOSEPH P. LANDY

 

 

 

 

By:

/s/ Joseph P. Landy

 

Name:

Joseph P. Landy

 

By:

Robert B. Knauss, Attorney-in-Fact*

 

 

Dated: November 5, 2018

 

 

 

 

YORKTOWN ENERGY PARTNERS V, L.P.

 

 

 

 

By:

Yorktown V Company LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ W. Howard Keenan, Jr.

 

Name:

W. Howard Keenan, Jr.

 

Title:

Member

 

* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the SEC on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. and is hereby incorporated by reference.

 

11


 

Dated: November 5, 2018

 

 

 

 

YORKTOWN ENERGY PARTNERS VI, L.P.

 

 

 

 

By:

Yorktown VI Company LP, its General Partner

 

By:

Yorktown VI Associates LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ W. Howard Keenan, Jr.

 

Name:

W. Howard Keenan, Jr.

 

Title:

Member

 

 

 

Dated: November 5, 2018

 

 

 

 

YORKTOWN ENERGY PARTNERS VII, L.P.

 

 

 

 

By:

Yorktown VII Company LP, its General Partner

 

By:

Yorktown VII Associates LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ W. Howard Keenan, Jr.

 

Name:

W. Howard Keenan, Jr.

 

Title:

Member

 

 

 

Dated: November 5, 2018

 

 

 

 

YORKTOWN ENERGY PARTNERS VIII, L.P.

 

 

 

 

By:

Yorktown VIII Company LP, its General Partner

 

By:

Yorktown VIII Associates LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ W. Howard Keenan, Jr.

 

Name:

W. Howard Keenan, Jr.

 

Title:

Member

 

 

 

Dated: November 5, 2018

 

 

 

 

 

 

 

By:

/s/ Paul M. Rady

 

Name:

Paul M. Rady

 

 

 

Dated: November 5, 2018

 

 

 

 

MOCKINGBIRD INVESTMENTS LLC

 

 

 

 

 

 

 

By:

/s/ Paul M. Rady

 

Name:

Paul M. Rady

 

Title:

Manager

 

12


 

Dated: November 5, 2018

 

 

 

 

 

 

 

 

By:

/s/ Glen C. Warren, Jr.

 

Name:

Glen C. Warren, Jr.

 

 

 

Dated: November 5, 2018

 

 

 

 

CANTON INVESTMENT HOLDINGS LLC

 

 

 

 

 

 

 

By:

/s/ Glen C. Warren, Jr.

 

Name:

Glen C. Warren, Jr.

 

Title:

Manager

 

13



Exhibit (c)(22)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose June 6, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 2

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Table of Contents I. Discussion Materials Appendix A: Appendix B: Cost of Capital Valuation Materials 3

GRAPHIC

 

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY I. Discussion Materials

GRAPHIC

 

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Key Terms and Conditions Description of Transactions Consideration to Midstream Illustrative Exchange Ratio GP Share Price 1.60 x $ 19.51 1.80 x $ 19.51 Midstream Transaction GP converts into Delaware C-Corp GP acquires all outstanding units of Midstream in 100% stock transaction at a fixed exchange ratio of [•]x Taxable transaction to Midstream unitholders — Basis step up, combined with the step-up from Series B transaction, expected to fully shield the pro forma company from cash taxes through 2021, with minimal (<$20mm) cash taxes in 2022 Distribution coverage held constant between status quo and pro forma in 2019 and 2022 — In 2018, one-time reduction in coverage ratio, from 1.28x to 1.10x (Subject to board approval), resulting in an increase in distributions to mitigate dilution to legacy Arkose Midstream unitholders Pro Forma Shares Outstanding GP Shares 186.19 186.19 Midstream Units (+) Midstream LTIP 187.03 1.03 187.03 1.03 Midstream Fully Diluted Units (x) Exchange Ratio 188.06 1.60 x 188.06 1.80 x Shares to Midstream 300.89 338.51 GP Shares to Series B 18.50 18.50 Pro Forma Ownership Settlement of Series B Profit Interests in IDR LLC Series B units of IDR LLC exchanged at Transaction Announcement for 18.5mm shares of GP Conditioned on completion of the Midstream transaction GP Share Holders Midstream Unitholders Series B Unitholders 36.8 % 59.5 3.7 34.3 % 62.3 3.4 Proposed Shareholder / Unitholder Votes Majority of public unaffiliated shareholders of GP and Midstream to vote separately to approve transaction Source: Arkose Midstream and Arkose GP 2017 1Q 10-Qs and Bloomberg market data as of 04-Jun-2018 Discussion Materials 5 Pro Forma Shares Outstanding505.58543.20 Implied Midstream Unit Price$ 31.22$ 35.12

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Sources and Uses and Pro Forma Capitalization 1.6 x Exch. Ratio to Midstream | 18.5mm Shares To Series B Unitholders Sources Uses Midstream Existing Balance Sheet Cash RCF Draw for Settlement of Series B Units $ 9 0 Purchase of Midstream Equity Settlement of Series B Units Cash to Balance Sheet $ 5,870 361 23 GP Existing Balance Sheet Cash Issuance of New Equity to Midstream Issuance of New Equity to Series B Unitholders $ 14 5,870 361 Capitalization Status Quo Pro Forma x LTM $ EBITDA x LTM $ EBITDA Consolidated Arkose Midstream (Midstream + GP) Cash RCF Borrowings 5.375% Senior Notes $ 23 660 650 $ 23 660 650 Consolidated Liquidity Profile Consolidated Cash and Cash Equivalents (+) RCF Availability (-) RCF Borrowings $ 23 1,500 (660) $ 23 1,500 (660) Source: Arkose Midstream and Arkose GP 1Q2018 10-Qs, filed 25-Apr-2018, Bloomberg market data as of 04-Jun-2018 6 Discussion Materials LTM Adj. EBITDA$ 571 Total Consolidated Liquidity$ 863$ 863 Total Debt$ 1,3102.3 x$ 1,3102.3 x Net Debt1,2872.31,2872.3 Total Uses$ 6,255 Total Sources$ 6,255

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Arkose Simplified Ownership Structure Pro Forma1 Status Quo 100% Membership Interests Management and Sponsors Management and Sponsors Legacy GP Public Public AMGP GP LLC (“General Partner”) Legacy Midstream Public 67% LP Interest Non-Economic General Partner Interest 33% LP Interest Arkose Upstream Former Series B Unitholders Series B Unitholders Common Stock Common Stock Common Shares (27% Interest) Series B Units (Profits Interests) Units erests) Arkose IDR Holdings LLC (“IDR LLC”) Non Economic General Partner Interest 100% Incentive Distribution Rights Arkose Upstream Public Common Units (53% LP interest) Common Units (47% LP interest) Arkose Midstream Partners (“Midstream”) Arkose Midstream Partners (“Midstream”) Source: Status Quo Arkose Management Project Francis Due Diligence Materials dated 14-Mar-2018, Vinson & Elkins “Arkose Simplification – Structure Charts” dated 21-Mar-2018 7 Discussion Materials GP Converted from Delaware Limited Partnership to Delaware C-Corp Arkose Midstream GP Inc (“GP”) Arkose Midstream GP LP (“GP”) Series A (Capital Int Arkose Midstream Partners GP LLC (“AMP GP”) Pending Final Transaction Steps / Structure

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Ownership Impact Midstream Midstream Public Investor Base 1.6x Exchange Ratio Management & Board 1% Management & Board 12% Invests in Midstream Only 19% Sponsors 14% Public 43% Public 46% Upstream 53% Invests in Midstream + GP 81% Upstream 31% GP GP Public Investor Base 1.8 x Exchange Ratio Management & Board 11% Management & Board 22% Invests in GP Only 36% Sponsors 13% Public 41% Public 43% Invests in Midstream + GP 64% Sponsors 37% Upstream 33% Source: Arkose Midstream and Arkose GP 2017 10-K, 1Q2018 10-Q, Form 4 &5 filings, and Thomson Discussion Materials 8 Pro Forma Status Quo

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Summary Term Sheet Exchange of Series B Units into GP Common Shares Summary of Key Terms and Conditions Distribution Amount] Discussion Materials 9 Existing Security Series B Units, as defined in the LLC Agreement of Arkose IDR Holdings LLC Current Issued 98,600 Series B Units Exchange Consideration GP common shares received in a taxable transaction Exchange Shares [Fixed at 18.5mm GP common shares] Effective Date The date of the closing of a merger of Arkose GP and Arkose Midstream Distribution Rights Same as other holders of GP common shares Arrearages [Immediate payment in cash upon vesting to holders of the Series B Units of the Unvested Reallocated Voting Rights Same as other holders of GP common shares Vesting [One-third vested upon exchange; two-thirds vest on same schedule as Series B Units] Subordination None Transferability [Not transferable for three years after the Effective Date] Conditions Exchange of Series B Units into GP common shares conditioned on closing of a merger of Arkose GP and Arkose Midstream All Series B Units exchanged Definitive Documentation Pending

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Relative Stock Price Performance Indexed Arkose Family | 5 Trading Day VWAP Basis Year-to-Date Since Special Committee 20 % 20 % 15 % 15 % 10 % 10 % 5 % 5 % 0 % 0 % (5)% (5)% (10)% (10)% (15)% (15)% (20)% (20)% (25)% (25)% Dec-2017 Feb-2018 Apr-2018 Jun-2018 Feb-2018 Apr-2018 Jun-2018 Source: Bloomberg market data as of 04-Jun-2018 Discussion Materials 10 GP (3)% Upstream 1 % Midstream 5 % GP 1 % Upstream (1)% Midstream 13 % 18-Jan-2018 Analyst Day 26-Feb-2018 Special Committee Formation 29-Jan-2018 Upstream Strategic Review

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream Since GP IPO | 03-May-2017 / GP Exchange Ratio 2.00x 1.90x 1.80x 1.70x 1.60x 1.60 x 1.50x 1.40x 1.30x 1.20x May-2017 Sep-2017 Jan-2018 Jun-2018 Midstream / GP Source: Bloomberg market data as of 04-Jun-2018 11 Discussion Materials Exchange Ratio 26-Feb-2018 Special Committee Formation

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream / GP Exchange Ratio – Illustrative Ownership Expression Since GP IPO | 5 Trading Day VWAP Basis 64% 63% 62% 61% 61% 60% 59% 59% 58% 57% 56% 55% 54% May-2017 Sep-2017 @ Continuous Series B Conversion² Jan-2018 @ 18.5mm Series B Conversion Jun-2018 Source: Company filings and press releases, Bloomberg market data as of 04-Jun-2018 1 Since 1-Jun-2017 , the 21st day of public trading. 2 Continuous Series B Conversion assumes 6% Series B take on Standalone GP Market Cap above $2.0bn and on a 20-Day VWAP basis. Discussion Materials 12 % Ownership to Midstream e IPO¹ 60 % 59 % Average Ownership 30 Trading 60 Trading 90 Trading Days Days Days YTD Sinc Continuous Conversion 60 % 61 % 60 % 60 % 18.5mm Conversion 59 % 59 % 58 % 58 % 26-Feb-2018 Special Committee Formation

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Implied Premiums and Illustrative Ownership Impact at Various Exchange Ratios 30 Trading-Day VWAP Last close Shares Issued for Midstream¹ 282 298 301 320 339 357 376 Metrics Current Last Close 30-Trading Day VWAP Midstream GP (6)% (5) (1)% (0) 0 % 1 6 % 7 13 % 14 19 % 20 25 % 26 $ 31.20 28.41 $ 19.51 17.94 At 23-Feb-2018 (Committee Formation) Last Close 30-Trading Day VWAP 9 % 5 15 % 11 16 % 12 23 % 19 30 % 26 38 % 33 45 % 41 $ 26.49 29.44 $ 19.19 20.68 At 26-Jan-2018 (Year-to-Date GP High) Last Close 30-Trading Day VWAP (0)% (1) 5 % 4 6 % 5 13 % 12 20 % 19 26 % 25 33 % 32 $ 33.13 32.91 $ 22.02 21.74 Pro Forma Ownership SQ Metric Illustrative Shares to Former Series B Shareholders² Former Midstream Unit Holders Midstream Public³ Upstream 19 4 4 4 4 3 3 3 89 99 27 % 30 28 % 31 28 % 31 29 % 32 30 % 33 30 % 33 31 % 34 Total Fully Diluted Shares Outstanding Source: Arkose Midstream and GP 2017 10-Ks and Bloomberg market data as of 04-Jun-2018 487 502 505 524 543 562 581 1 Includes ~1mm units under Midstream’s LTIP and ~187mm common units outstanding. 2 Illustrative number based on Series B settlement at 18.5mm fixed shares. 3 Includes ~1mm units under Midstream’s LTIP. 13 Discussion Materials Total Former Midstream Unitholders18858 %59 %60 %61 %62 %64 %65 % GP Current Shareholders18638 %37 %37 %36 %34 %33 %32 % Illustrative Exchange Ratios (Midstream / GP)1.50 x1.58 x1.60 x1.70 x1.80 x1.90 x2.00 x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Precedent Premia Analysis Midstream Simplification Transactions | Last Five Years Premia Paid¹ Announcement Date 30 Trading Day VWAP Target Acquirer Consideration Mix Taxable? 1 Day Parent to LP Merger 7-Feb-18 8-Feb-18 2-Jan-18 1-Feb-17 31-May-16 3-Nov-15 6-May-15 10-Aug-14 10-Aug-14 10-Aug-14 Tallgrass Energy Partners, LP² NuStar GP Holdings Archrock Partners, LP ONEOK Partners RoseRock Midstream Targa Resources Partners LP Crestwood Midstream Partners LP Kinder Morgan Partners El Paso Pipeline Partners Kinder Morgan Management, LLC Tallgrass Energy GP, LP NuStar Energy Archrock, Inc. ONEOK, Inc. Semgroup Corporation Targa Resources Corp. Crestwood Equity Partners LP Kinder Morgan, Inc. Kinder Morgan Kinder Morgan, Inc. Stock Stock Stock Stock Stock Stock Stock Mix Mix Stock Yes No Yes Yes Yes Yes No Yes Yes Yes 6 % 2 23 26 0 18 17 12 15 17 3 % 0 28 22 27 16 20 10 10 18 LP Buy-In 17-May-18 2-Jun-17 18-May-17 2-Mar-17 26-Sep-16 27-Aug-13 12-Aug-13 Williams Partners L.P. World Point Terminals, LP PennTex Midstream Partners VTTI Energy Partners Columbia Pipeline Partners PAA Natural Gas Storage Pioneer Southwest Energy Partners The Williams Companies, Inc. World Point Terminals Inc. Energy Transfer Partners Vitol / Buckeye Partners TransCanada Plains All American Pipeline Pioneer Natural Resources Stock Cash Cash Cash Cash Stock Stock Yes Yes Yes Yes Yes No Yes 6 1 18 6 11 7 1 13 2 20 7 17 4 7 Pending Publicly Announced LP Buy Ins³ 17-May-18 17-May-18 17-May-18 17-May-18 17-May-18 Spectra Energy Partners, LP Enbridge Energy Partners, L.P. Enbridge Energy Management, L.L.C. Enbridge Income Fund Holdings Inc. Cheniere Energy Partners LP Holdings, LLC Enbridge Inc. Enbridge Inc. Enbridge Inc. Enbridge Inc. Cheniere Energy, Inc. Stock Stock Stock Stock Stock Yes Yes No No No 0 0 0 5 1 (2) 2 3 5 2 Source: Company filings and press releases, CapIQ, Bloomberg 1 For the all stock transactions, the 1-Day Premia paid is based on the Offer price based on acquirer stock price on the day prior to announcement effected for the exchange rat io offered to the target compared with the target’s market price on the day prior to announcement. The 30 Trading Day VWAP Premia Paid is calculated using the 30 Trading Day VWAP of the target as calculated on the day prior to the announcement of the target. The premia also include cash consideration on a per share basis when applicable. 2 Based on implied exchange ratio calculated as of announcement date of structural alternatives (07-Feb-2018). 14 Discussion Materials High 26 % 28 % Median 11 13 Mean 11 13 Low 0 0

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Accretion / (Dilution Analysis) GP Pro Forma DCF / Share Acc. (Dil.) GP Pro Forma DPS Acc. (Dil.) Cumulative 2H 18 - 22 2H 18 - 20 2H 2018 2019 2020 2021 2022 2H 2018 2019 2020 2021 2022 Acc. (Dil.) (%) Acc. (Dil.) ($) 1.5 x 1.6 1.7 1.8 1.9 2.0 96 % 88 82 75 70 64 50 % 45 40 35 30 26 36 % 31 27 22 18 14 30 % 25 21 17 13 9 24 % 20 16 12 8 5 35 % 30 26 21 17 13 $ 1.22 1.08 0.96 0.83 0.72 0.62 Midstream PF LP DCF / Unit Acc. (Dil.) Midstream Pro Forma DPU Acc. (Dil.) Cumulative 2H 18 - 22 2H 18 - 20 2H 2018 2019 2020 2021 2022 2H 2018 2019 2020 2021 2022 Acc. (Dil.) (%) Acc. (Dil.) ($) 1.5 x 1.6 1.7 1.8 1.9 2.0 (2)% 1 3 6 8 10 (9)% (7) (5) (3) (1) 1 (4)% (1) 1 3 5 7 (1)% 2 4 7 9 11 1 % 4 7 9 11 13 (2)% 0 3 5 7 9 $(0.34) (0.19) (0.04) 0.09 0.21 0.32 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Pro forma analysis assumes 1.1x coverage ratio in 2018 and 2019-2022 coverage ratios held constant to current standalone forecasts. Assumes 18.5mm shares issued to Series B. 15 Discussion Materials (10)% (5)% (2)% 1 % 2 % (8) (2) 1 3 5 (5) 0 4 6 7 (3) 3 6 8 10 (1) 5 8 10 12 1 7 10 13 14 Exchange Ratio Projection Year Projection Year Midstream Perspective 115 % 98 % 59 % 44 % 31 % 107 90 53 39 26 100 83 48 34 22 93 77 43 29 18 86 71 38 25 14 80 66 33 21 10 Exchange Ratio Projection Year Projection Year GP Perspective

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Financial Midstream Valuations Analyses Comparable Companies DPS / DPU Yield 2019E Assumes 2019E yield range of 9.0 % - 4.8 % 2020E Assumes 2020E yield range of 10.4 % - 5.8 % Price / LP DCF 2019E Assumes 2019E multiple range of 9.1 x - 14.9 x 2020E Assumes 2020E multiple range of 8.6 x - 13.6 x EV / EBITDA 2019E Assumes 2019E multiple range of 9.1 x - 13.9 x 2020E Assumes 2020E multiple range of 7.6 x - 12.9 x Precedent Transactions 30-Trading Day VWAP: $ 28.41 Current Price: $ 31.20 $ 24.57 $ 45.76 $ 27.49 $ 49.08 $ 25.09 8 $ 27.86 4.23 $ 25.08 4 $ 26.03 $ 47.23 Premiums Paid - 1 Day Trading Premium Assumes Range of 0 % - 26 % Premium Premiums Paid - 30 Trading Day VWAP Assumes Range of 0 % - 28 % Premium $ 31.20 $ 28.49 Intrinsic Value $ 44.06 $ 73.19 Dividend Discount Analysis Based on 1.5% - 3.0% PGR and 8.0% - 10.0% Cost of Equity $ 34.2 $ 51.28 Present Value of Future Share Price Assumes Range of 7.0 % - 8.0 % NTM Yield based on 2019E - 2020E Public Information $ 31.00 $ 49.00 Analyst Price Target Range $ 24.20 52-Week Stock Price Range Low date of 09-Apr-2018 & high date of 03-Aug-2017 Source: Arkose Projections, company filings, and Bloomberg market data as of 04-Jun-2018 16 Discussion Materials $ 40.9 $ 4 $ 40.3 2 $ 39.26 $ 36.28 $ 35.10

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative GP / Midstream Contribution ($ in millions) Analysis GP Buys Midstream IDR LLC Midstream IDR LLC Distributions to Midstream Distributions To Exchange Ratio To Midstream¹ Series A Series B IDR LLC LP Unitholders Ratio of Cash Distributions FY 2018E $ 143 $ 320 2.28 x FY 2019E 236 414 1.79 FY 2020E 355 533 1.53 FY 2021E 462 640 1.41 FY 2022E 589 767 1.33 Arkose GP Common Shares IDR LLC - Series B Series B Midstream LP Unitholders Exchange Ratio To Midstream Ratio of Cash Distributions FY 2018E $ 100 $ 7 $ 320 3.14 x FY 2019E 165 12 414 2.45 FY 2020E 249 20 533 2.10 FY 2021E 324 26 640 1.94 FY 2022E 413 34 767 1.82 +50 Bps PGR Source: Arkose Projections 1 Calculated assuming fixed 18.5mm shares issued to retire Series B units and exchange ratio to Midstream required to set GP’s pro forma ownership equal to its portion of cash distributions. 2 Equivalent PGR DDM assumes 2.0% PGR and a 9% discount rate for both Midstream and GP. Secondary case assumes 2.5% PGR for GP and 2.0% for Midstream. All cases exclude Series B value. 17 Discussion Materials Status Quo Cash Distributions to Equity (Midstream and IDR LLC) DDM 2 for GP 5,579 9,947 36 % 64 % Equivalent PGR $ 5,228 $ 9,947 34 % 66 % 37 % 63 % 35 % 65 % 34 % 66 % 30 % 70 % 25 % 75 % Status Quo Cash Distributions to Equity (Midstream, IDR LLC, and GP) 43 % 57 % 42 % 58 % 40 % 60 % 36 % 64 % 31 % 69 %

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative DDM-Implied Value Prices Uplift vs. Market Implied Midstream Value ($ / Unit) Implied GP Value ($ / share) 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 8.0 % 8.5 9.0 9.5 10.0 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 8.0 % 8.5 9.0 9.5 10.0 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Pro forma analysis assumes 1.1x coverage ratio in 2018 and 2019-2022 coverage ratios held constant to current standalone forecasts. 18 Discussion Materials 58 % 69 % 83 % 99 % 46 56 67 81 36 44 54 65 27 34 42 52 19 25 32 40 86 % 100 % 116 % 135 % 73 84 97 113 61 70 82 95 50 59 68 79 41 48 57 66 Cost of Equity Upside to Current Share Price Upside to Current Unit Price $ 30.77 $ 33.03 $ 35.70 $ 38.91 28.45 30.36 32.59 35.23 26.45 28.08 29.96 32.16 24.69 26.10 27.71 29.57 23.15 24.37 25.76 27.35 $ 58.17 $ 62.34 $ 67.27 $ 73.19 53.88 57.41 61.53 66.39 50.17 53.19 56.66 60.72 46.92 49.53 52.50 55.93 44.06 46.33 48.89 51.83 Cost of Equity Perpetuity Growth Rate Perpetuity Growth Rate

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Determining Arkose’s Overall Status Quo Yield ($ in millions, except per share / unit data) Calculation of Combined Equity Value Calculation of Equity Yield 2018E 2019E 2020E Basic Midstream Units (x) Midstream Unit Price 187 $ 31.20 Midstream LP DPU $ 1.72 $ 2.21 $ 2.85 Y.o.Y. Dist. Growth '18-'20E CAGR 29 % 29 % 29 % 29 % GP Shares (x) GP Share Price 186 $ 19.51 GP DPS $ 0.54 $ 0.89 $ 1.34 Y.o.Y. Dist. Growth¹ '18-'20E CAGR 163 % 58 % 65 % 51 % Blended Status Quo Family Multiples / Yields Distributable Cash Flow² Distributed Cash³ $ 558 427 $ 796 591 $ 950 802 Y.o.Y. Dist. Growth4 Pro Forma Distributable Cash Y.o.Y. Dist. Growth '18-'20E CAGR Pro Forma Distributed Cash5 Y.o.Y. Dist. Growth '18-'20E CAGR 47 % $ 594 NA 32 % $ 540 NA 28 % 38 % $ 854 44 % 36 % $ 1,036 21 % $ 649 20 % $ 889 37 % Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Share counts based on 2017 Midstream and GP 10-K. 1 Based on 2017A DPS of $0.20 2 Based on GP status quo market cap and status quo Series B conversion. 3 Based on total DCF at Midstream, excluding taxes at GP. 4 2017 total distributions based on actual LP distributions and IDR cash flows adjusted for Series B take, G&A, and taxes at GP to approximate total distributions if GP had been public on 1-Jan-2017. 5 Pro forma growth rates assuming 1.1x coverage in 2018. Discussion Materials 19 Arkose Midstream Total Basic Equity Value (Incl. Series B)$9,558 Implied Equity Value / Total DCF 17.1 x 12.0 x 10.1 x Implied Distribution Yield 4.5 % 6.2 % 8.4 % GP Equity Value$3,633 Implied Yield 2.8 % 4.5 % 6.9 % Implied Yield 5.5 % 7.1 % 9.1 % Midstream Basic Equity Value$5,835

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Present Value of Future Price Share / Unit 1.6x Exchange Ratio 1.8x Exchange Ratio $ 33.03 $ 30.96 $ 30.78 $ 30.96 $ 26.36 $ 28.32 $ 33.03 $ 30.9$6 25.63 $ 27.05 $ 27.05 $ 27.05 $ 28.32 $ 25.63 $ 22.29 $ 2$5.263.80 $ 20.72 $ 17.92 $ 23.80 $ 22.29 $ 22.29 $ 22.16 $ 20.72 $ 20.72 $ 17.92 $ 17.92 YE 2019 YE 2020 YE 2021 YE 2019 YE 2020 YE 2021 YE 2019 YE 2020 YE 2021 S.Q. GP @ 6.0% Yield S.Q. GP @ 7.0% Yield P.F. GP @ 7.0% Yield Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Pro forma analysis assumes 1.1x coverage ratio in 2018 and 2019-2022 coverage ratios held constant to current standalone forecasts. Discussion Materials 20 Current GP DPS Yield: 2019: 4.5% 2020: 6.9% 2021: 9.4%

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Give-Gets Analysis Status Quo P.F. @ 1.6 x P.F. @ 1.8 x Status Quo P.F. @ 1.6 x P.F. @ 1.8 x Low Value High Value Source: Arkose Projections Note: Pro forma yield based on blended 2019 and 2020 Midstream and GP status quo yields. Note: Pro forma DDM does not include value of tax attributes beyond the forecast period 1 Low DDM values calculated using a 1.5% PGR and a 10% discount rate. High values calculated using a 3.0% PGR and a 8% discount rate . 2 Low value calculated as 2019E dividend capitalized at a 7.0% and 7.5 % for status quo and pro forma respectively. High value calculated as 2021E dividend capitalized at a 6.0% and 7.5% yield for status quo and pro forma respectively. Analysis assumes 9% cost of equity Discussion Materials 21 $ 30.96 $ 35.20 $ 32.80 $ 22.33 $ 20.79 $ 17.92 For pro forma DDM and PV of FSP analyses please see pages 41-44 Based on PV of FSP-Implied Value2 $ 36.49 $ 23.15 $ 24.06 $ 22.35 Pro forma analysis does not include: A) Any value of tax synergies beyond management’s guidance period B) Potential Lower cost of capital post transaction Based on DDM-Implied Value1 $ 38.91$ 39.29

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Combined Market Capitalization ($ in millions) Historical Combined Market Cap | Since 1-Jun-2017 YTD Combined Market Cap $ 11,000 $ 11,000 $ 10,000 $ 10,000 Market Cap $ 9,000 $ 9,000 Annc. $ 8,000 $ 8,000 $ 7,000 $ 7,000 Jun-2017 Sep-2017 Jan-2018 May-2018 Jan-2018 Feb-2018 Apr-2018 May-2018 Source: Company filings, Bloomberg market data as of 04-Jun-2018 Note: 1-Jun-2017 represents 21st day of public trading. Historical market cap does not include Midstream LTIP. The GP Peak Implied combined market cap is calculated by indexing the combined Arkose market cap from 26-Jan-2018 to the present based on the performance of the Alerian MLP index since that date. The Committee Announced implied market cap is calculated using the same methodology since 23-Feb-2018. Discussion Materials 22 $ in millions GP Market Cap (+) Midstream Market Cap (+) Illustrative Series B Value $ in millions Combined $ 9,558 GP Peak Implied $ 9,307 Committee $ 8,804 Combined Market Cap $ 9,558 GP Peak Implied $ 9,307 Committee Annc. $ 8,804

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Analysis at Various Equity Values Pro Forma Arkose GP + Midstream Broker Median Total Equity Value: $11,761 % Uplift from Current Equity Value¹ Net Debt 0 % 1,287 5 % 1,287 10 % 1,287 15 % 1,287 20 % 1,287 30 % 1,287 40 % 1,287 50 % 1,287 60 % 1,287 75 % 1,287 High Growth Arkose Peer Blended¹ Median Comps EV / EBITDA 2018 2019 2020 Metric EQT $ 730 989 1,222 15.5 x 11.5 16.2 x 11.9 16.8 x 12.4 10.0 17.5 x 12.9 10.4 20.1 x 14.8 12.0 21.4 x 15.8 22.7 x 16.8 13.6 24.7 x 18.2 14.7 11.2 Price / DCF 2018 2019 2020 Metric Shell $ 594 854 1,036 19.3 x 13.4 11.1 20.9 x 22.5 x 15.7 12.9 24.1 x 16.8 25.8 x 17.9 14.8 28.2 x 19.6 16.1 9.2 9.7 10.1 10.6 12.0 Distribution Yield 2018 2019 2020 Metric Noble $ 540 649 889 5.6 % 6.8 9.3 5.4 % 6.5 8.9 5.1 % 4.9 % 5.9 3.8 % 4.5 6.2 3.5 % 4.2 3.2 % 3.9 5.3 5.7 7.7 5.2 7.2 6.6 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Analysis assumes 18.5mm shares issued to Series B. 1 Arkose status quo equity value and blended multiples/yields calculated based on combined Midstream basic equity value (excludes LTIP), market implied Series B value, and GP equity value; DCF and total distributions net of cash taxes and SG&A at GP. 23 Discussion Materials 5.8 6.2 8.5 8.1 4.5 % 6.2 8.4 7.3 % 7.6 8.2 4.0 % 4.8 5.8 4.7 % 4.3 % 4.0 % 4.9 13.8 14.6 17.1 x 12.0 10.1 12.4 x 10.8 9.8 18.0 x 14.9 13.6 16.1 x 16.9 x 11.8 17.7 x 18.5 x 12.3 12.9 11.2 12.8 14.9 x 11.0 8.9 13.1 x 10.6 9.5 18.8 x 13.9 12.9 18.8 x 13.9 14.9 x 11.0 8.9 9.3 9.7 Illustrative Enterprise Value $ 10,845 $ 11,323 $ 11,801 $ 12,279 $ 12,757 $ 13,713 $ 14,669 $ 15,625 $ 16,581 $ 18,014 Implied Equity Value $ 9,558 $ 10,036 $ 10,514 $ 10,992 $ 11,470 $ 12,426 $ 13,381 $ 14,337 $ 15,293 $ 16,727

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Pro Forma Trading At Various Total Equity Values Broker Median: $11,761 % Upside from Current NA 5 % 10 % 15 % 20 % 30 % 40 % 50 % 60 % 75 % Implied 2019E Total Yield 6.8 % 6.5 % 6.2 % 5.9 % 5.7 % 5.2 % 4.9 % 4.5 % 4.2 % 3.9 % 1.5 x 1.6 1.7 1.8 1.9 2.0 1.5 x 1.6 1.7 1.8 1.9 2.0 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Analysis assumes 18.5mm shares issued to Series B. 1 Arkose status quo equity value based on combined Midstream basic equity value (excludes LTIP), market implied Series B value, and GP equity value. 24 Discussion Materials $ 29.45 / (6)% $ 30.93 / (1)% $ 32.40 / 4 % $ 33.87 / 9 % $ 35.34 / 13 % $ 38.29 / 23 % $ 41.23 / 32 % $ 44.18 / 42 % $ 47.13 / 51 % $ 51.54 / 65 % $ 30.25 / (3)% $ 30.99 / (1)% $ 31.76 / 2 % $ 33.27 / 7 % $ 34.79 / 11 % $ 36.30 / 16 % $ 39.32 / 26 % $ 42.35 / 36 % $ 45.37 / 45 % $ 48.40 / 55 % $ 52.93 / 70 % $ 32.54 / 4 % $ 34.08 / 9 % $ 35.63 / 14 % $ 37.18 / 19 % $ 40.28 / 29 % $ 43.38 / 39 % $ 46.48 / 49 % $ 49.58 / 59 % $ 54.23 / 74 % $ 31.67 / 2 % $ 33.26 / 7 % $ 34.84 / 12 % $ 36.42 / 17 % $ 38.01 / 22 % $ 41.18 / 32 % $ 44.34 / 42 % $ 47.51 / 52 % $ 50.68 / 62 % $ 55.43 / 78 % $ 32.31 / 4 % $ 33.93 / 9 % $ 35.55 / 14 % $ 37.16 / 19 % $ 38.78 / 24 % $ 42.01 / 35 % $ 45.24 / 45 % $ 48.47 / 55 % $ 51.70 / 66 % $ 56.55 / 81 % $ 32.91 / 5 % $ 34.56 / 11 % $ 36.20 / 16 % $ 37.85 / 21 % $ 39.50 / 27 % $ 42.79 / 37 % $ 46.08 / 48 % $ 49.37 / 58 % $ 52.66 / 69 % $ 57.60 / 85 % Exhange Ratio to Midstream Midstream Perspective $ 19.64 / 1 % $ 20.62 / 6 % $ 21.60 / 11 % $ 22.58 / 16 % $ 23.56 / 21 % $ 25.53 / 31 % $ 27.49 / 41 % $ 29.45 / 51 % $ 31.42 / 61 % $ 34.36 / 76 % $ 18.91 / (3)% $ 19.85 / 2 % $ 20.80 / 7 % $ 21.74 / 11 % $ 22.69 / 16 % $ 24.58 / 26 % $ 26.47 / 36 % $ 28.36 / 45 % $ 30.25 / 55 % $ 33.08 / 70 % $ 18.23 / (7)% $ 19.14 / (2)% $ 20.05 / 3 % $ 20.96 / 7 % $ 21.87 / 12 % $ 23.70 / 21 % $ 25.52 / 31 % $ 27.34 / 40 % $ 29.16 / 49 % $ 31.90 / 63 % $ 17.60 / (10)% $ 18.48 / (5)% $ 19.36 / (1)% $ 17.01 / (13)% $ 17.86 / (8)% $ 18.71 / (4)% $ 20.24 / 4 % $ 21.12 / 8 % $ 22.88 / 17 % $ 24.63 / 26 % $ 26.39 / 35 % $ 28.15 / 44 % $ 30.79 / 58 % $ 19.56 / 0 % $ 20.41 / 5 % $ 22.11 / 13 % $ 23.81 / 22 % $ 25.51 / 31 % $ 27.21 / 39 % $ 29.76 / 53 % $ 16.46 / (16)% $ 17.28 / (11)% $ 18.10 / (7)% $ 18.93 / (3)% $ 19.75 / 1 % $ 21.39 / 10 % $ 23.04 / 18 % $ 24.69 / 27 % $ 26.33 / 35 % $ 28.80 / 48 % Exhange Ratio to Midstream GP Perspective Implied PF Equity Value $ 9,558 $ 10,036 $ 10,514 $ 10,992 $ 11,470 $ 12,426 $ 13,381 $ 14,337 $ 15,293 $ 16,727 Current ’19E Total Equity Yield: 6.2% Current Prices: $19.51 (GP) $31.20 (Midstream)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Public Midstream Comparable Peers DPU Yield 2018E DPU Yield Median: 7.3 % 8.8 % 7.8 % 6.5 % 7.4 % 7.5 % 7.5 % 7.3 % 7.3 % 5.5 % 7.1 % 4.0 % 5.5 % 6.8 % Noble Midstream Arkose Midstream¹ (IBES) Arkose Midstream¹ (Management) Shell Midstream Hess Midstream Crestwood CNX Midstream Western Gas Enable Midstream Targa Resources DCP Midstream EQT Midstream² EnLink Midstream 2019E DPU Yield Median: 7.5 % 9.0 % 8.8 % 8.4 % 7.8 % 7.8 % 7.5 % 7.5 % 7.5 % 7.6 % 7.4 % 7.1 % 7.1 % Noble Midstream Arkose Midstream¹ (IBES) Arkose Midstream¹ (Management) Crestwood Targa Resources Shell Midstream DCP Midstream Enable Midstream Hess Midstream Western Gas CNX Midstream EnLink Midstream EQT Midstream² 2020E DPU Yield Median: 8.2 % 10.4 % 9.6 % 9.1 % 8.9 % 9.0 % 9.0 % 8.2 % 8.2 % 7.7 % 7.8 % 7.8 % 7.5 % Noble Midstream Targa Resources DCP Midstream Enable Midstream Crestwood Western Gas Shell Midstream Hess Midstream EnLink Midstream Arkose Midstream¹ (IBES) Arkose Midstream¹ (Management) CNX Midstream EQT Midstream² ’18-’20E DPU CAGR 20 % 0 % 1 % 3 % 5 % 6 % 12 % 15 % 1 % 28 % 29 % 15% 15 % Source: Wall street research and Bloomberg market data as of 04-Jun-2018 1 Source: Arkose Projections, latest publicly available financial statements, IBES/Wall Street research, and Bloomberg market data as of 04-Jun-2018. Projected EBITDA, LP DCF, and DPS are sourced from Arkose Projections in the Arkose management case; IBES case follows the same methodology as peers; GP Adjusted Market Cap calculated by adding Implied GP Value to Adjusted Equity Market Cap. 2 EQM pro forma for the simplifying transaction announced on 25-Apr-2018. Discussion Materials 25 5.8 % 4.8 %

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix A: Cost of Capital

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Weighted Average Midstream and GP Cost of Equity Analysis Midpoint of Cost of Equity Range Cost of Equity Sensitivity Analysis Risk Free Rate Risk Free Rate 2.9 % 2.6 % 2.8 % 2.9 % 3.2 % 3.4 % 0.81 0.90 1.00 1.07 1.20 1.30 1.37 Midpoint of Beta Range 1.07 Equity Risk Premium 5.4 % GP vs. MLP Historical Beta Comparison Implied Arkose GP Beta GP / MLP GP Beta MLP Beta ENLC / ENLK EQGP / EQM ETE / ETP WGP / WES 0.90 0.95 0.89 0.91 1.13 0.81 1.22 1.03 (0.23) 0.13 (0.33) (0.11) 1.00 1.37 0.90 1.12 Low 0.90 Source: Arkose Management, Company filings and press releases, Axioma Historical Betas, Duff and Phelps, and Bloomberg market data as of 04-Jun-2018 Note: Two year historical Levered Beta per Axioma. Risk Free Rate represents yield of 30-year U.S. Government Treasury Notes with 20 years remaining life. Equity Risk Premium per Duff & Phelps. Midpoint of beta range calculated as the median between midstream beta, 1.23, and median of GP betas, 0.91. Implied Arkose GP beta calculated as midstream beta minus the delta in the peer family beta. Cost of Capital 27 High1.37 High and low implied Arkose GP beta used approximate bookends for equity beta range Cost of Equity 8.7 % 7.0 %7.2 %7.3 %7.6 %7.8 % 7.57.77.88.18.3 8.08.28.38.68.8 8.48.68.79.09.2 9.19.39.49.79.9 9.69.810.010.210.4 10.010.210.310.610.8 Equity Beta

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Midstream Historical & Predicted Beta Last Two Years | Based on Midstream’s Market Performance 1.80 1.70 1.60 1.50 1.40 1.30 1.23x 1.20 1.10 1.00 0.94x 0.90 0.80 Jun-2016 Oct-2016 Feb-2017 Jun-2017 Oct-2017 Feb-2018 Jun-2018 Historical Beta Predicted Beta Source: Axioma as of 04-Jun-2018 28 Cost of Capital Beta 1.44 x 1.02 x 26-Feb-2018 Special Committee Formation

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Weighted Average Cost of Capital Analysis $ in millions Company Historical Equity Beta Predicted Beta Basic Shares Share Price Basic Market Cap Debt Cash Debt / Cap Cash / Cap Selected Comparable Companies 0.77 0.78 0.75 0.79 1.13 0.81 0.97 0.91 1.05 0.61 1.03 0.89 0.93 0.94 0.93 0.98 1.05 0.95 0.91 1.00 0.99 0.95 64 71 150 433 350 120 55 40 224 219 153 $ 18.77 33.90 41.45 17.15 17.76 57.87 20.83 54.25 22.80 48.71 52.14 $ 1,194 2,415 6,226 7,427 6,220 6,970 1,137 2,152 5,103 10,691 7,957 $ 678 1,469 4,664 3,639 3,839 2,955 0 435 871 5,364 4,176 $ 2 7 2 60 17 9 38 25 185 220 521 36.2 % 37.9 42.8 33.1 38.2 29.8 0.0 17.0 15.0 33.9 36.0 0.1 % 0.2 0.0 0.5 0.2 0.1 3.4 1.0 3.2 1.4 4.5 CNXM CEQP DCP ENBL ENLK EQM HESM NBLX SHLX TRGP WES Historical Equity Beta Predicted Beta Basic Shares Share Price Basic Market Cap Debt Cash Debt / Cap Cash / Cap Company Selected Comparable Companies ENLC EQGP ETE 1 WGP 0.90 0.95 0.89 0.91 0.98 0.98 0.70 0.89 181 302 1,079 219 $ 18.25 25.15 16.92 38.12 $ 3,304 7,607 18,259 8,346 $ 0 0 6,752 28 $ 0 0 3 2 0.0 % 0.0 27.0 0.3 0.0 % 0.0 0.0 0.0 GP vs. MLP Historical Beta Comparison Implied Arkose GP Beta GP / MLP GP Beta MLP Beta ENLC / ENLK EQGP / EQM ETE / ETP WGP / WES 0.90 0.95 0.89 0.91 1.13 0.81 1.22 1.03 (0.23) 0.13 (0.33) (0.11) 1.00 1.37 0.90 1.12 Source: Management, public filings, Axioma Historical Betas, Duff and Phelps, and Bloomberg market data as of 04-Jun-2018 Note: Assumes risk free rate of 2.9%, market risk premium of 5.4%, pre-tax cost of debt for Midstream of 5.5% and tax rate of 0%; GP Historical Equity Beta based on Peer Median. 1 ETE beta reflects unlevered beta. Cost of Capital 29 High 0.95 0.98 $ 18,259 $ 6,752 $ 3 27.0 % 0.0 % Mean 0.91 0.89 9,379 1,695 1 6.8 0.0 Median 0.91 0.93 7,976 14 1 0.2 0.0 Low 0.89 0.70 3,304 0 0 0.0 0.0 GP - - 186 $ 19.51 $ 3,633 $ 0 $ 2 0.0 % 0.1 % High 1.13 1.05 $ 10,691 $ 5,364 $ 521 42.8 % 4.5 % Mean 0.87 0.96 5,227 2,554 99 29.1 1.3 Median 0.81 0.95 6,220 2,955 25 33.9 0.5 Low 0.61 0.89 1,137 0 2 0.0 0.0 Midstream 1.23 0.94 187 $ 31.20 $ 5,835 $ 1,310 $ 9 18.4 % 0.1 %

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix B: Valuation Materials

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed based on GP Peak (26-Jan-2018) and Day Prior to Special Committee Formation (23-Feb-2018) Midstream GP $ 34.00 $ 24.00 $ 32.00 $ 31.20 $ 22.00 $ 30.00 $ 29.65 $ 20.00 $ 19.70 $ 19.59 $ 19.51 $ 28.00 $ 27.04 $ 26.00 $ 18.00 $ 24.00 $ 16.00 $ 22.00 $ 20.00 $ 14.00 Jan-2018 Feb-2018 Apr-2018 Jun-2018 Jan-2018 Feb-2018 Apr-2018 Jun-2018 Absolute Price AMZ Indexed (26-Jan) AMZ Indexed (23-Feb) Source: Bloomberg market data as of 04-Jun-2018 Valuation Materials 31

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Research Analyst Views Midstream and GP ($ in millions, except per share and unit data) Midstream GP Implied Total Basic Equity Value Target Upside from Current Target Upside from Current Date Firm Rating Price Target Rating Price Target 17-May-18 JPM Buy $ 34.00 9% Buy $ 22.00 13% $ 10,456 3-May-18 Wells Fargo* Strong Buy 36.00 15 Buy 24.00 23 11,202 3-May-18 Ladenburg Thalmann Strong Buy 41.00 31 Strong Buy 26.00 33 12,510 27-Apr-18 MUFG Buy 40.00 28 Buy 28.00 44 12,695 9-Apr-18 Baird* Buy 49.00 57 Buy 26.00 33 14,006 9-Apr-18 GS Buy 31.00 (1) Buy 20.00 3 9,522 19-Feb-18 Seaport Buy 37.00 19 Buy 26.00 33 11,761 17-Feb-18 Stifel Nicolaus Strong Buy 37.00 19 – – – – 15-Feb-18 Raymond James Strong Buy 36.00 15 Strong Buy 27.00 38 11,761 14-Feb-18 Guggenheim Buy 40.00 28 – – – – 14-Feb-18 Barclays Buy 37.00 19 – – – – 31-Jan-18 CS Buy 35.00 12 Hold 21.00 8 10,456 29-Jan-18 Scotia Howard Weil Buy 40.00 28 Hold 24.00 23 11,950 Janney Montgomery Scott 18-Aug-17 Buy 41.00 31 – – – – – Tudor Pickering Buy 38.00 22 – 22.00 13 11,204 Source: Bloomberg, IBES and Wall Street research as of 04-Jun-2018 * Denotes brokers that value Series B units. Baird Midstream price target based on assumed 1.88x exchange ratio and GP target price. Valuation Materials 32 High $ 49.00 57% $ 28.00 44% $ 14,006 Mean 38.13 22 24.18 24 11,593 Median 37.00 19 24.00 23 11,761 Low 31.00 (1) 20.00 3 9,522

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Comparable Company Analysis Midstream ($ in millions, except per unit amounts) Comparable Companies Implied Value of Midstream Unit Arkose Financial Metric Low Valuation High Valuation Low Valuation High Valuation Calendar Year Statistic Mean Median Mean Median Dividend / Distribution Yield 2019 Distribution Yield $ 2.21 2020 Distribution Yield $ 2.85 Price / LP DCF 2019E LP DCF $ 2.76 2020E LP DCF $ 3.24 EV / EBITDA 2019E EBITDA $ 989 2020E EBITDA $ 1,222 Premiums Paid Analysis 1 Day Prior Close $ 31.20 30-Trading Day VWAP $ 28.41 Source: IBES, Wall Street research, and Bloomberg market data as of 04-Jun-2018 33 Valuation Materials $ 28.49$ 32.18$ 32.01$ 36.28 0.3 %13.3 %12.7 %27.7 % $ 31.20$ 34.62$ 34.67$ 39.26 0.0 %11.0 %11.1 %25.8 % $ 26.03$ 35.56$ 33.64$ 47.23 7.6 x10.0 x9.5 x12.9 x $ 25.08$ 31.56$ 29.91$ 40.34 9.1 x11.1 x10.6 x13.9 x $ 27.86$ 33.15$ 31.79$ 44.23 8.6 x10.2 x9.8 x13.6 x $ 25.09$ 30.74$ 29.81$ 40.98 9.1 x11.2 x10.8 x14.9 x $ 27.49$ 34.46$ 34.80$ 49.08 10.4 %8.3 %8.2 %5.8 % $ 24.57$ 28.93$ 29.16$ 45.76 9.0 %7.6 %7.6 %4.8 %

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Public Company Trading Midstream Comparable Companies ($ in millions, except per share / unit values) % of 52 Week High Adj. Equity Market Cap GP Adj. Market Cap³ GP Adj. Enterprise Value 18E-20E EV / EBITDA Multiples EBITDA 18E-20E DCF CAGR 18E-20E DPU CAGR Implied GP Value¹ Price / LP DCF DPU Yield LTM Leverage Company 2018E 2019E 2020E CAGR 2018E 2019E 2020E 2018E 2019E 2020E CNX Midstream Crestwood DCP Midstream Enable Midstream EnLink Midstream EQT Midstream4 Hess Midstream Noble Midstream Shell Midstream Targa Resources Western Gas 87 99 97 99 96 73 88 94 73 94 91 1,194 2,415 6,226 7,427 6,220 6,970 1,137 2,152 5,103 10,815 7,957 211 0 2,166 0 1,732 6,344 33 0 2,151 0 5,732 1,405 2,415 8,393 7,427 7,952 13,315 1,170 2,660 7,254 10,815 13,689 2,081 4,668 13,585 11,379 13,623 16,261 1,133 3,070 7,963 17,056 17,406 12.7 11.3 12.3 11.1 13.7 18.8 NM NM 13.1 13.1 14.3 9.1 10.3 10.5 10.6 13.0 13.9 NM NM 9.5 11.0 12.3 7.6 9.4 9.5 10.5 12.3 12.9 NM NM 7.8 9.1 11.0 29 10 14 3 6 21 27 37 30 8 14 12.1 11.1 12.4 11.1 10.9 10.7 12.8 13.9 18.0 13.1 13.0 10.6 10.1 10.4 10.8 10.9 9.1 11.2 12.3 14.9 10.8 11.7 9.5 9.8 9.8 10.1 10.5 8.6 9.7 10.7 13.6 8.8 11.3 13 7 12 5 2 12 15 14 15 22 7 7.3 7.1 7.5 7.4 8.8 7.8 6.8 4.0 6.5 7.5 7.3 8.4 7.4 7.5 7.6 8.8 9.0 7.8 4.8 7.5 7.5 7.8 9.6 7.8 7.7 7.8 9.0 10.4 8.9 5.8 8.2 7.5 8.2 15 5 1 3 1 15 15 20 12 0 6 5.0 3.7 4.6 3.9 4.4 4.3 0.0 2.5 4.3 4.7 4.2 Sources: IBES, latest publicly available financial statements, and Bloomberg market data as of 04-Jun-2018. Projected EBITDA and DPS are based on IBES median estimates; projected LP DCF calculated based on median of brokers who provide LP DCF and/or total DCF and LP units outstanding. All research estimates have been calendarized to December. 1 Implied GP Value calculated based on market cap of LP grossed up by the percentage of cash distributions attributable to IDRs for private GPs and based on market-implied IDR value for MLPs with public GPs. 2 Source: Arkose Projections, latest publicly available financial statements, IBES/Wall Street research, and Bloomberg market data as of 04-Jun-2018. Projected EBITDA, LP DCF, and DPS are based on Arkose Projections in the Arkose management case; IBES case follows the same methodology as peers (defined in footnote 3). 3 GP Adjusted Market Cap calculated by adding Implied GP Value to Adjusted Equity Market Cap. 4 EQM pro forma for the simplifying transaction announced on 25-Apr-2018. Valuation Materials 34 High99 %$ 10,815$ 6,344$ 13,689$ 17,40618.8 x13.9 x12.9 x37.3 %18.0 x14.9 x13.6 x22 %8.8 %9.0 %10.4 %20 %5.0 x Mean905,2381,6706,9549,83913.411.110.01812.611.210.2117.17.68.383.8 Median946,2202117,42711,37913.110.69.51412.410.89.8127.37.68.264.3 Low731,13701,1701,13311.19.17.6310.79.18.624.04.85.800.0 Arkose Midstream² (Management)89 %$ 5,867$ 3,723$ 9,590$ 10,89214.9 x11.0 x8.9 x29 %15.1 x11.3 x9.6 x21 %5.5 %7.1 %9.1 %29 %2.5 x Arkose Midstream² (IBES)895,8673,7239,59010,88315.211.59.12915.012.310.3215.57.19.0282.5

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Arkose Midstream Discounted Distributions Analysis Status Quo – Midstream Standalone | ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Implied value as of 6/30/2018 Midstream Status Quo 2H 2018 2019 2020 2021 2022 LP DPU YoY Growth Perpetuity Growth Rate $ 0.91 $ 2.21 142.9 % $ 2.85 29.0 % $ 3.42 20.0 % $ 4.10 19.9 % 2.00 % Discounted using mid-year convention Perpetuity growth rate of 2.0% Equity Discount Rate 9.0 % Ke of 9.0% Implied Terminal NTM Yield 6.7 % Implied Midstream Value ($ / Unit) Implied Tot. Midstream Value ($mm) Implied Terminal Yield 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 8.0 % 8.0 % 8.0 % 8.5 8.5 8.5 9.0 9.0 9.0 9.5 9.5 9.5 10.0 10.0 10.0 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Valuation Materials 35 6.3 % 5.8 % 5.3 % 4.8 % 6.7 6.2 5.8 5.3 7.2 6.7 6.2 5.7 7.6 7.2 6.7 6.2 8.1 7.6 7.2 6.7 Midstream Cost of Equity $ 10,880 $ 11,660 $ 12,582 $ 13,689 10,078 10,738 11,507 12,417 9,384 9,947 10,598 11,357 8,776 9,263 9,819 10,461 8,241 8,665 9,145 9,694 Midstream Cost of Equity $ 58.17 $ 62.34 $ 67.27 $ 73.19 53.88 57.41 61.53 66.39 50.17 53.19 56.66 60.72 46.92 49.53 52.50 55.93 44.06 46.33 48.89 51.83 Midstream Cost of Equity Perpetuity Growth Rate Perpetuity Growth Rate Perpetuity Growth Rate Implied Value of Midstream ($ / Unit)$ 53.19 Implied Total Value of Midstream ($mm)9,947 Discounted Cash Flows$ 0.89$ 2.03$ 2.40$ 2.64$ 45.23 Terminal Value$ 59.74

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Present Value of Future Unit Price - Midstream ($ in per unit amounts) Midstream 2H 2018E 2019E 2020E 2021E 2022E Cash Flows to Equity Distribution Per Unit Discount Period for Distribution Received¹ Illustrative Cost of Equity Discount Factor $ 0.91 0.25 9.0 % 0.98 $ 2.21 1.00 $ 2.85 2.00 $ 3.42 3.00 $ 4.10 4.00 0.92 0.84 0.77 0.71 Present Value of Future Unit Price at Year End NTM Distribution Per Unit at Year End Illustrative NTM Yield Implied Year End Unit Price Discount Period for Unit Price¹ Discount Factor $ 2.85 7.5 % $38.00 1.5 0.88 $ 3.42 $ 4.10 $45.60 2.5 0.81 $54.67 3.5 0.74 (+) PV of Cumulative Distributions Received 2.92 5.32 7.96 Implied Value at Various Yields 2019E 2020E 2021E 7.0 % 7.5 8.0 Source: Arkose Management, Bloomberg market data as of 04-Jun-2018 1 Distributions discounted according to the mid-period convention; all values discounted to 30-Jun-2018. 36 Valuation Materials $ 38.70$ 44.70$ 51.28 36.3142.0848.39 34.2239.7845.86 NTM Yield PV of Unit Price and Distributions$36.31$42.08$48.39 PV of Future Unit Price$33.39$36.76$40.43 Present Value of Distributions Received$0.89$2.03$2.40$2.64$2.90 Midstream Yield range based on peer median and Midstream 2019E DPU yield

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Financial Analyses GP Valuations Intrinsic Value Dividend Discount Analysis Based on 1.5% - 3.0% PGR and 8.0% - 10.0% Cost of Equity $ 23.1 $ 38.91 30 Trading Day VWAP: $ 17.94 Current Price: $ 19.51 Present Value of Future Share Price Assumes Range of 6.0 % - 7.0 % NTM Yield based on 2019E - 2020E Public Information $ 17.92 $ 30.96 $ 20.00 00 Analyst Price Target Range 52-Week Stock Price Range Low date of 04-Apr-2018 & high date of 06-Jun-2017 $ 14.85 Source: Arkose Projections, company filings, and Bloomberg market data as of 04-Jun-2018 37 Valuation Materials 5 $ 28. $ 22.57

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Public Company Trading GP Comparable Companies ($ in millions, except per share / unit values) Closing Price @ 4-Jun-18 % of 52 Week High Adj. Equity Market Cap1 18E-20E DCF DPU Yield 18E-20E DPU CAGR Price / DCF Company 2018 2019 2020 CAGR 2018E 2019E 2020E GP Peers EnLink Midstream EQT GP Holdings³ Energy Transfer Equity Western Gas Equity $ 18.25 25.15 16.92 38.12 91 % 79 87 87 $ 3,304 7,607 18,259 8,346 14.1 x 21.8 11.7 16.2 13.3 x 17.6 11.0 14.7 12.0 x 14.4 9.8 12.8 8.5 % 23.1 9.0 12.3 5.9 % 4.8 7.6 6.2 6.2 % 6.6 8.3 6.8 6.6 % 7.6 9.2 7.7 5 % 26 11 11 High Growth MLPs EQT Midstream Hess Midstream Noble Midstream Shell Midstream $ 57.87 20.83 54.25 22.80 73 % 88 94 73 $ 13,315 1,170 2,660 7,254 10.7 x 12.8 13.9 18.0 9.1 x 11.2 12.3 14.9 8.6 x 9.7 10.7 13.6 11.6 % 15 14 15 7.8 % 6.8 4.0 6.5 9.0 % 7.8 4.8 7.5 10.4 % 8.9 5.8 8.2 15 % 15 20 12 Sources: IBES, latest publicly available financial statements, and Bloomberg market data as of 04-Jun-2018. Projected EBITDA and DPS are based on IBES median estimates. All research estimates have been calendarized to December. 1 Adjusted Market Cap based on diluted shares/units outstanding. Arkose GP adjusted equity value excludes Series B dilutive effect because EBITDA is calculated after the Series B units receive their portion of the IDR cash flow. 2 Source: Arkose Projections, latest publicly available financial statements, IBES/Wall Street research, and Bloomberg market data as of 04-Jun-2018. ³ EQGP pro forma for announced simplifying transaction on 25-Apr-2018. Valuation Materials 38 High94 %$ 13,31518.0 x14.9 x13.6 x15 %7.8 %9.0 %10.4 %20 % Mean826,10013.811.910.7146.37.3 8.316 Median814,95713.311.810.2146.77.68.615 Low731,17010.79.18.6124.04.85.812 High94 %$ 18,25921.8 x17.6 x14.4 x23 %7.8 %9.0 %10.4 %26 % Mean847,88215.013.011.5136.27.1 8.014 Median846,85314.012.611.3136.27.18.014 Low731,17010.79.18.694.04.85.85 High91 %$ 18,25921.8 x17.6 x14.4 x23 %7.6 %8.3 %9.2 %26 % Mean869,37915.914.212.3136.17.07.813 Median877,97615.214.012.4116.16.77.611 Low793,30411.711.09.894.86.26.65 Arkose GP² (Management)$ 19.5186 %$ 3,63336.3 x22.0 x14.6 x3.0 %2.8 %4.5 %6.9 %58 % Arkose GP² (IBES)$ 19.51863,63336.122.114.63.02.84.56.958

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Arkose GP Discounted Dividends Analysis Status Quo – GP Standalone | ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Implied value as of 6/30/2018 GP Status Quo 2H 2018 2019 2020 2021 2022 Dividends Per Share YoY Growth Perpetuity Growth Rate $ 0.30 $ 0.89 191 % $ 1.34 51 % $ 1.74 30 % $ 2.22 28 % 2.00 % Discounted using mid-year convention Perpetuity growth rate of 2.0% Equity Discount Rate 9.0 % Ke of 9.0% Implied Terminal NTM Yield 6.7 % Implied GP Value ($ / Share) Implied GP Value ($mm) Implied Terminal Yield 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 8.0 % 8.0 % 8.0 % 8.5 8.5 8.5 9.0 9.0 9.0 9.5 9.5 9.5 10.0 10.0 10.0 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Valuation Materials 39 6.3 % 5.8 % 5.3 % 4.8 % 6.7 6.2 5.8 5.3 7.2 6.7 6.2 5.7 7.6 7.2 6.7 6.2 8.1 7.6 7.2 6.7 GP Cost of Equity $ 5,729 $ 6,150 $ 6,647 $ 7,244 5,298 5,654 6,069 6,559 4,924 5,228 5,579 5,988 4,598 4,860 5,160 5,506 4,310 4,538 4,797 5,093 GP Cost of Equity $ 30.77 $ 33.03 $ 35.70 $ 38.91 28.45 30.36 32.59 35.23 26.45 28.08 29.96 32.16 24.69 26.10 27.71 29.57 23.15 24.37 25.76 27.35 GP Cost of Equity Perpetuity Growth Rate Perpetuity Growth Rate Perpetuity Growth Rate Implied Value of GP ($ / Share)$ 28.08 Implied Value of GP ($mm)5,228 Discounted Cash Flows$ 0.30$ 0.81$ 1.13$ 1.34$ 24.50 Terminal Value$ 32.36

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Present Value of Future Share Price - GP ($ in per share amounts) GP 2H 2018E 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.30 0.25 9.0 % 0.98 $ 0.89 1.00 $ 1.34 2.00 $ 1.74 3.00 $ 2.22 4.00 0.92 0.84 0.77 0.71 Present Value of Future Share Price at Year End NTM Dividend Per Share at Year End Illustrative NTM Dividend Yield Implied Year End Share Price Discount Period for Share Price¹ Discount Factor $ 1.34 6.5 % $20.60 1.5 0.88 $ 1.74 $ 2.22 $26.78 2.5 0.81 $34.16 3.5 0.74 (+) PV of Cumulative Dividends Received 1.11 2.24 3.58 Implied Value at Various Yields 2019E 2020E 2021E 6.0 % 6.5 7.0 Source: Arkose Management, Bloomberg market data as of 04-Jun-2018 1 Distributions discounted according to the mid-period convention; all values discounted to 30-Jun-2018. 40 Valuation Materials $ 20.72$ 25.63$ 30.96 19.2123.8328.85 17.9222.2927.05 NTM Yield PV of Future Share Price and Dividends$19.21$23.83$28.85 PV of Future Share Price$18.10$21.59$25.27 Present Value of Dividend Received$0.30$0.81$1.13$1.34$1.57 GP assumed NTM yield based on 2020E yield at the high end of the sensitivity range

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Arkose GP Discounted Dividends Analysis Pro Forma GP | 1.6 x Exchange Ratio | ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Implied value as of 6/30/2018 Pro Forma 2H 2018 2019 2020 2021 2022 Dividends Per Share YoY Growth Terminal DPS¹ Perpetuity Growth Rate $ 0.57 $ 1.28 124 % $ 1.76 37 % $ 2.18 24 % $ 2.66 22 % $ 2.14 2.0 % Discounted using mid-year convention Perpetuity growth rate of 2.0% Equity Discount Rate 9.0 % Ke of 9.0% Implied Terminal NTM Yield 6.7 % P.F. Implied GP Value ($/share) P.F. Implied GP Value ($mm) Pro Forma Implied Terminal Yield 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 8.0 % 8.0 % 8.0 % 8.5 8.5 8.5 9.0 9.0 9.0 9.5 9.5 9.5 10.0 10.0 10.0 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 1 2022E PF DPS includes partial tax shield; terminal DPS calculated based on assumed 20% effective cash tax rate per management’s guidance. Valuation Materials 41 6.3 % 5.8 % 5.3 % 4.8 % 6.7 6.2 5.8 5.3 7.2 6.7 6.2 5.7 7.6 7.2 6.7 6.2 8.1 7.6 7.2 6.7 GP Cost of Equity $ 15,908 $ 17,007 $ 18,306 $ 19,865 14,771 15,701 16,785 18,066 13,786 14,581 15,497 16,566 12,924 13,610 14,393 15,297 12,164 12,760 13,436 14,209 GP Cost of Equity $ 31.46 $ 33.64 $ 36.21 $ 39.29 29.22 31.05 33.20 35.73 27.27 28.84 30.65 32.77 25.56 26.92 28.47 30.26 24.06 25.24 26.58 28.10 GP Cost of Equity Perpetuity Growth Rate Perpetuity Growth Rate Perpetuity Growth Rate Implied Value of GP ($ / Share)$ 28.84 Implied Value of GP ($mm)14,581 Discounted Cash Flows$ 0.56$ 1.18$ 1.48$ 1.68$ 23.94 Terminal Value$ 31.13

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Arkose GP Discounted Dividends Analysis Pro Forma GP | 1.8 x Exchange Ratio | ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Implied value as of 6/30/2018 Pro Forma 2H 2018 2019 2020 2021 2022 Dividends Per Share YoY Growth Terminal DPS¹ Perpetuity Growth Rate $ 0.53 $ 1.19 124 % $ 1.64 37 % $ 2.03 24 % $ 2.48 22 % $ 1.98 2.0 % Discounted using mid-year convention Perpetuity growth rate of 2.0% Equity Discount Rate 9.0 % Ke of 9.0% Implied Terminal NTM Yield 6.7 % P.F. Implied GP Value ($/share) P.F. Implied GP Value ($mm) Pro Forma Implied Terminal Yield 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 1.50 % 2.00 % 2.50 % 3.00 % 8.0 % 8.0 % 8.0 % 8.5 8.5 8.5 9.0 9.0 9.0 9.5 9.5 9.5 10.0 10.0 10.0 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 1 2022E PF DPS includes partial tax shield; terminal DPS calculated based on assumed 20% effective cash tax rate per management’s guidance. Valuation Materials 42 6.3 %5.8 %5.3 %4.8 % 6.76.25.85.3 7.26.76.25.7 7.67.26.76.2 8.17.67.26.7 GP Cost of Equity $ 15,874 $ 16,970 $ 18,265 $ 19,820 14,74115,66716,74818,026 13,75814,55015,46416,530 12,89913,58214,36315,265 12,14012,73513,40914,180 GP Cost of Equity $ 29.22$ 31.24$ 33.63$ 36.49 27.1428.8430.8333.18 25.3326.7928.4730.43 23.7525.0026.4428.10 22.3523.4424.6926.10 GP Cost of Equity Perpetuity Growth Rate Perpetuity Growth Rate Perpetuity Growth Rate Implied Value of GP ($ / Share)$ 26.79 Implied Value of GP ($mm)14,550 Discounted Cash Flows$ 0.52$ 1.10$ 1.38$ 1.57$ 22.22 Terminal Value$ 28.89

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Present Value of Future Share Price - Pro Forma 1.6 x Exchange Ratio | ($ in per share amounts) Pro Forma 2H 2018E 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.57 0.25 9.0 % 0.98 $ 1.28 1.00 $ 1.76 2.00 $ 2.18 3.00 $ 2.66 4.00 0.92 0.84 0.77 0.71 Present Value of Future Share Price at Year End NTM Dividend Per Share at Year End Illustrative NTM Dividend Yield Implied Year End Share Price Discount Period for Share Price¹ Discount Factor $ 1.76 7.0 % $25.11 1.5 0.88 $ 2.18 $ 2.66 $31.14 2.5 0.81 $38.03 3.5 0.74 (+) PV of Cumulative Dividends Received 1.74 3.22 4.90 Pro Forma Implied Value at Various Yields Status Quo Implied Value at Various Yields Break Even Yield 2019E 2020E 2021E 2019E 2020E 2021E 2019E 2020E 2021E 6.5 % 6.0 % 7.0 6.5 7.5 7.0 Source: Arkose Management, Bloomberg market data as of 04-Jun-2018 1 Distributions discounted according to the mid-period convention; all values discounted to 30-Jun-2018. 43 Valuation Materials 8.1 % 7.8 % 7.6 % 8.8 % 8.5 % 8.2 % 9.5 % 9.2 % 8.9 % $ 20.72 $ 25.63 $ 30.96 19.21 23.83 28.85 17.92 22.29 27.05 $ 25.50 $ 30.25 $ 35.20 23.80 28.32 33.03 22.33 26.65 31.16 NTM Yield PV of Future Share Price and Dividends$23.80$28.32$33.03 PV of Future Share Price$22.06$25.10$28.13 Present Value of Dividend Received$0.56$1.18$1.48$1.68$1.89 Pro forma yield based on blended 2019 and 2020 Midstream and GP status quo yields

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Present Value of Future Share Price - Pro Forma 1.8 x Exchange Ratio | ($ in per share amounts) Pro Forma 2H 2018E 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.53 0.25 9.0 % 0.98 $ 1.19 1.00 $ 1.64 2.00 $ 2.03 3.00 $ 2.48 4.00 0.92 0.84 0.77 0.71 Present Value of Future Share Price at Year End NTM Dividend Per Share at Year End Illustrative NTM Dividend Yield Implied Year End Share Price Discount Period for Share Price¹ Discount Factor $ 1.64 7.0 % $23.37 1.5 0.88 $ 2.03 $ 2.48 $28.98 2.5 0.81 $35.45 3.5 0.74 (+) PV of Cumulative Dividends Received 1.62 3.00 4.56 at Various Yields at Various Yields Break Even Yield 2019E 2020E 2021E 2019E 2020E 2021E 2019E 2020E 2021E 6.5 % 6.0 % 7.0 6.5 7.5 7.0 Source: Arkose Management, Bloomberg market data as of 04-Jun-2018 1 Distributions discounted according to the mid-period convention; all values discounted to 30-Jun-2018. 44 Valuation Materials 7.5 % 7.2 % 7.0 % 8.2 % 7.8 % 7.6 % 8.8 % 8.5 % 8.2 % $ 20.72 $ 25.63 $ 30.96 19.21 23.83 28.85 17.92 22.29 27.05 $ 23.73 $ 28.16 $ 32.80 22.16 26.36 30.78 20.79 24.80 29.03 NTM Yield PV of Future Share Price and Dividends$22.16$26.36$30.78 PV of Future Share Price$20.54$23.36$26.22 Present Value of Dividend Received$0.52$1.10$1.38$1.57$1.76 Pro forma yield based on blended 2019 and 2020 Midstream and GP status quo yields

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Tax Analysis Basis Of Presentation P.F. GP Assuming 18.5mm Shares to Series B & 1.80 Exh. Ratio 2018 2019 2020 2021 2022 Terminal Total Operating Revenues - Total Operating Expenses (Including depreciation) $ 916 (438) $ 1,182 (508) $ 1,459 (620) $ 1,723 (725) $ 1,982 (799) $ 1,982 (799) Operating Income (+) Book depreciation (+) Equity in Earnings of Unconsolidated Affiliates (-) Interest Expense (-) Depreciation of Goodwill and Current Assets (-) Additional Depreciation from Step Up in Basis (Capex in Years 2018+) (-) Capex Expense for Tangible Assets (-) Interest Expense Add-back 478 159 39 (77) (858) (27) (214) 0 674 179 72 (101) (828) (116) (164) 0 838 201 104 (122) (761) (233) (176) 0 998 214 120 (130) (718) (282) (393) 0 1,183 219 146 (77) (705) (235) (352) 0 1,183 219 146 (77) - Taxable Income Before NOLs (-) NOLs applied from previous years (501) 0 (284) 0 (148) 0 (190) 0 179 (144) 1,471 Federal Tax Rate State Tax Rate Long Term Assumed Effective Cash Tax Rate (Adjusted to Account for Depreciation and Capex) 21% 4% 21% 4% 21% 4% 21% 4% 21% 4% 20% Implied Run Rate Deductions Ending NOL Balance DPS Build 308 $ 501 2Q-4Q 2018 $ 785 2019 $ 932 2020 $ 1,123 2021 $ 979 2022 Terminal Total Pre Tax Distributable Cash Flow (-) Cash Taxes $ 319 0 $ 854 0 $ 1,036 0 $ 1,225 0 $ 1,428 (9) $ 1,428 (294) Distributable Cash Flow (/) Coverage Ratio $ 319 1.10 x $ 854 1.32 x $ 1,036 1.17 x $ 1,225 1.11 x $ 1,419 1.05 x $ 1,134 1.05 x Total Distributions (/) P.F. Shares Outstanding $290 543 $649 543 $889 543 $1,102 543 $1,348 543 $1,077 543 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 04-Jun-2018 45 Valuation Materials Valued separately in perpetuity DPS $0.53 $1.19 $1.64 $2.03 $2.48 $1.98 Cash Taxes $0 $0 $0 $0 $9 $294 Taxable Income $(501) $(284) $(148) $(190) $ 36 $ 1,471 - - 0 -

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Arkose Analysis Pro Forma Tax Attributes GP Discounted Dividends | ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Ann. Avg. 2028-2032 Implied value as of 6/30/2018 P.F. GP Assuming 18.5mm Shares to Series B & 1.60 Exh. Ratio 2023 2024 2025 2026 2027 Depreciation of Existing Assets and Transaction Step Up (x) Tax Rate $ 638 25 % $ 595 25 % $ 551 25 % $ 540 25 % $ 530 25 % $ 505 25 % Discounted using mid-year convention Discount Period Discount Factor 5.0 0.65 6.0 0.60 7.0 0.55 8.0 0.50 9.0 0.46 NA NA Ke of 9.0% PV of Tax Attributes ($ / share) Total P.V. of Tax Attributes 1.5 x 1.6 x 1.7 x 1.8 x 1.9 x 2.0 x 1.5 x 1.6 x 1.7 x 1.8 x 1.9 x 2.0 x 8.0 % 8.5 9.0 9.5 10.0 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Valuation Materials 46 $ 649 $ 682 $ 715 $ 748 $ 781 $ 815 624 656 687 719 751 783 600 630 661 691 722 752 577 606 635 664 694 723 555 583 611 639 667 695 $ 1.33 $ 1.35 $ 1.36 $ 1.38 $ 1.39 $ 1.40 1.28 1.30 1.31 1.32 1.34 1.35 1.23 1.25 1.26 1.27 1.28 1.29 1.18 1.20 1.21 1.22 1.23 1.24 1.14 1.15 1.17 1.18 1.19 1.20 GP Cost of Equity Exh. Ratio to Midstream Exh. Ratio to Midstream P.V. Per Pro Forma GP Share $ 1.25 Total P.V. of Terminal Tax Attributes 630 Present Value $105 $90 $76 $69 $62 $46 Cash Tax Savings $ 162 $ 150 $ 140 $ 137 $ 134 $ 128

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Exhibit (c)(23)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose June 6, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 2

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Table of Contents I. Discussion Materials Appendix A: Supporting Materials 3

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY I. Discussion Materials

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Key Terms and Conditions Description of Transactions Consideration to Midstream Illustrative Exchange Ratio GP Share Price 1.60 x $ 19.51 Midstream Transaction GP converts into Delaware C-Corp GP acquires all outstanding units of Midstream in 100% stock transaction at a fixed exchange ratio of 1.6 x Taxable transaction to Midstream unitholders — Basis step up, combined with the step-up from Series B transaction, expected to fully shield the pro forma company from cash taxes through 2021, with minimal (<$20mm) cash taxes in 2022 Distribution coverage held constant between status quo and pro forma in 2019 and 2022 — In 2018, one-time reduction in coverage ratio, from 1.28x to 1.10x (Subject to board approval), resulting in an increase in distributions to mitigate dilution to legacy Arkose Midstream unitholders Pro Forma Shares Outstanding GP Shares 186.19 Midstream Units (+) Midstream LTIP 187.03 1.03 Midstream Fully Diluted Units (x) Exchange Ratio 188.06 1.60 x Shares to Midstream 300.89 GP Shares to Series B 18.50 Pro Forma Ownership Settlement of Series B Profit Interests in IDR LLC Series B units of IDR LLC exchanged at Transaction Announcement for 18.5mm shares of GP Conditioned on completion of the Midstream transaction GP Shareholders Midstream Unitholders Series B Unitholders 36.8 % 59.5 3.7 Proposed Shareholder / Unitholder Votes Majority of public unaffiliated shareholders of GP and Midstream to vote separately to approve transaction Source: Arkose Midstream and Arkose GP 2017 1Q 10-Qs and Bloomberg market data as of 04-Jun-2018 Discussion Materials 5 Pro Forma Shares Outstanding505.58 Implied Midstream Unit Price$ 31.22

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Summary Term Sheet Exchange of Series B Units into GP Common Shares Summary of Key Terms and Conditions Distribution Amount Discussion Materials 6 Existing Security Series B Units, as defined in the LLC Agreement of Arkose IDR Holdings LLC Current Issued 98,600 Series B Units Exchange Consideration GP common shares received in a taxable transaction Exchange Shares Fixed at 18.5mm GP common shares Effective Date The date of the closing of a merger of Arkose GP and Arkose Midstream Distribution Rights Same as other holders of GP common shares Arrearages Immediate payment in cash upon vesting to holders of the Series B Units of the Unvested Reallocated Voting Rights Same as other holders of GP common shares Vesting & Transferability Fully vested with customary registration rights No transfer restrictions (excluding standard trading restrictions for insiders) Subordination None Conditions Exchange of Series B Units into GP common shares conditioned on closing of a merger of Arkose GP and Arkose Midstream All Series B Units exchanged

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Arkose Simplified Ownership Structure Pro Forma1 Status Quo 100% Membership Interests Management and Sponsors Management and Sponsors Legacy GP Public Public AMGP GP LLC (“General Partner”) Legacy Midstream Public 67% LP Interest Non-Economic General Partner Interest 33% LP Interest Arkose Upstream Former Series B Unitholders Series B Unitholders Common Stock Common Stock Common Shares (27% Interest) Series B Units (Profits Interests) Units erests) Arkose IDR Holdings LLC (“IDR LLC”) Non Economic General Partner Interest 100% Incentive Distribution Rights Arkose Upstream Public Common Units (53% LP interest) Common Units (47% LP interest) Arkose Midstream Partners (“Midstream”) Arkose Midstream Partners (“Midstream”) Source: Status Quo Arkose Management Project Francis Due Diligence Materials dated 14-Mar-2018, Vinson & Elkins “Arkose Simplification – Structure Charts” dated 21-Mar-2018 7 Discussion Materials GP Converted from Delaware Limited Partnership to Delaware C-Corp Arkose Midstream GP Inc (“GP”) Arkose Midstream GP LP (“GP”) Series A (Capital Int Arkose Midstream Partners GP LLC (“AMP GP”) Pending Final Transaction Steps / Structure

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Ownership Impact Midstream GP 1.6x Exchange Ratio Management & Board 1% Management & Board 12% Management & Board 22% Sponsors 14% Public 41% Public 43% Public 46% Upstream 53% Sponsors 37% Upstream 31% Midstream Public Investor Base GP Public Investor Base Invests in Midstream Only 19% Invests in GP Only 36% Invests in Midstream + GP 64% Invests in Midstream + GP 81% Source: Arkose Midstream and Arkose GP 2017 10-K, 1Q2018 10-Q, Form 4 & 5 filings, and Thomson Discussion Materials 8 Pro Forma Status Quo

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream Since GP IPO | 03-May-2017 / GP Exchange Ratio 2.00x 1.90x 1.80x 1.70x 1.60x 1.60 x 1.50x 1.40x 1.30x 1.20x May-2017 Sep-2017 Jan-2018 Jun-2018 Midstream / GP Source: Bloomberg market data as of 04-Jun-2018 9 Discussion Materials Exchange Ratio 26-Feb-2018 Special Committee Formation

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream / GP Exchange Ratio – Illustrative Ownership Expression Since GP IPO | 5 Trading Day VWAP Basis 64% 63% 62% 61% 61% 60% 59% 59% 58% 57% 56% 55% 54% May-2017 Sep-2017 @ Continuous Series B Conversion² Jan-2018 @ 18.5mm Series B Conversion Jun-2018 Source: Company filings and press releases, Bloomberg market data as of 04-Jun-2018 1 Since 1-Jun-2017 , the 21st day of public trading. 2 Continuous Series B Conversion assumes 6% Series B take on Standalone GP Market Cap above $2.0bn and on a 20-Day VWAP basis. Discussion Materials 10 % Ownership to Midstream e IPO¹ 60 % 59 % Average Ownership 30 Trading 60 Trading 90 Trading Days Days Days YTD Sinc Continuous Conversion 60 % 61 % 60 % 60 % 18.5mm Conversion 59 % 59 % 58 % 58 % 26-Feb-2018 Special Committee Formation

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Relative Stock Price Performance Indexed Arkose Family | 5 Trading Day VWAP Basis Year-to-Date Since Special Committee 20 % 20 % 15 % 15 % 10 % 10 % 5 % 5 % 0 % 0 % (5)% (5)% (10)% (10)% (15)% (15)% (20)% (20)% (25)% (25)% Dec-2017 Feb-2018 Apr-2018 Jun-2018 Feb-2018 Apr-2018 Jun-2018 Source: Bloomberg market data as of 04-Jun-2018 Discussion Materials 11 GP (3)% Upstream 1 % Midstream 5 % GP 1 % Upstream (1)% Midstream 13 % 18-Jan-2018 Analyst Day 26-Feb-2018 Special Committee Formation 29-Jan-2018 Upstream Strategic Review

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed based on GP Peak (26-Jan-2018) and Day Prior to Special Committee Formation (23-Feb-2018) Midstream GP $ 34.00 $ 24.00 $ 32.00 $ 31.20 $ 22.00 $ 30.00 $ 29.65 $ 20.00 $ 19.70 $ 19.59 $ 19.51 $ 28.00 $ 27.04 $ 26.00 $ 18.00 $ 24.00 $ 16.00 $ 22.00 $ 20.00 $ 14.00 Jan-2018 Feb-2018 Apr-2018 Jun-2018 Jan-2018 Feb-2018 Apr-2018 Jun-2018 Absolute Price AMZ Indexed (26-Jan) AMZ Indexed (23-Feb) Source: Bloomberg market data as of 04-Jun-2018 Discussion Materials 12

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Implied Premiums and Illustrative Ownership Impact at Various Exchange Ratios 30 Trading-Day VWAP Last close Shares Issued for Midstream¹ 282 296 301 320 339 357 376 Metrics Current Last Close 30-Trading Day VWAP Midstream VWAP / GP Current Price At 23-Feb-2018 (Committee Formation) Last Close 30-Trading Day VWAP Midstream GP (6)% (5) 4 (2)% 0 9 0 % 2 10 6 % 8 17 13 % 14 24 19 % 21 31 25 % 27 38 $ 31.20 28.24 28.24 $ 19.51 17.96 19.51 9 % 5 14 % 10 16 % 12 23 % 19 30 % 26 38 % 33 45 % 40 $ 26.49 29.47 $ 19.19 20.66 At 26-Jan-2018 (Year-to-Date GP High) Last Close 30-Trading Day VWAP (0)% (1) 4 % 4 6 % 6 13 % 12 20 % 19 26 % 25 33 % 32 $ 33.13 32.91 $ 22.02 21.74 Pro Forma Ownership SQ Metric Illustrative Shares to Former Series B Shareholders² Former Midstream Unit Holders Midstream Public³ Upstream 19 4 4 4 4 3 3 3 89 99 27 % 30 28 % 31 28 % 31 29 % 32 30 % 33 30 % 33 31 % 34 Total Fully Diluted Shares Outstanding Source: Arkose Midstream and GP 2017 10-Ks and Bloomberg market data as of 04-Jun-2018 1 Includes ~1mm units under Midstream’s LTIP and ~187mm common units outstanding. 487 500 505 524 543 562 581 2 Illustrativ e number based on Series B settlement at 18.5mm fixed shares. 3 Includes ~1mm units under Midstream’s LTIP. 13 Discussion Materials Total Former Midstream Unitholders18858 %59 %60 %61 %62 %64 %65 % GP Current Shareholders18638 %37 %37 %36 %34 %33 %32 % Illustrative Exchange Ratios (Midstream / GP)1.50 x1.57 x1.60 x1.70 x1.80 x1.90 x2.00 x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Accretion / (Dilution) Analysis 1.6x Exchange Ratio to Midstream DCF Per Share Accretion / (Dilution) to GP DPS Accretion / (Dilution) to GP 107% 90% 53% 39% 26% $ 2.80 88% 45% 31% 25% 20% $ 2.66 $ 2.22 2H 2018 2019 2020 2021 2022 2H 2018 2019 2020 2021 2022 LP DCF Per Unit Accretion / (Dilution) to Midstream DPU Accretion / (Dilution) to Midstream (8)% (2)% 1% 3% 5% 1% (7)% (1)% 2% 4% $ 4.48 $ 4.29 $ 4.10 $ 4.26 2H 2018 2019 2020 2021 Status Quo 2022 2H 2018 2019 2020 2021 2022 Pro Forma Accretion / (Dilution) Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Pro forma analysis assumes 1.1x coverage ratio in 2018 and 2019-2022 coverage ratios held constant to current standalone forecasts. Assumes 18.5mm shares issued to Series B. 14 Discussion Materials $ 3.42 $ 3.49 $ 2.85 $ 2.81 $ 2.21 $ 2.05 $ 0.91 $ 0.92 $ 3.75 $ 3.88 $ 3.24 $ 3.28 $ 2.76 $ 2.70 $ 1.09 $ 1.01 $ 2.18$ 2.22 $ 1.76$ 1.74 $ 1.28$ 1.34 $ 0.89 $ 0.57 $ 0.30 $ 2.42 $ 2.05 $ 1.69 $ 1.74 $ 0.89 $ 1.34 $ 0.63 $ 0.30

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Price Present Value of Future Share / Unit 1.6x Exchange Ratio $ 40.00 $ 35.00 $ 32.50 $ 30.00 $ 25.00 $ 20.00 $ 15.00 YE 2019 YE 2020 YE 2021 S.Q. GP @ 6.0% Yield S.Q. GP @ 7.0% Yield P.F. GP @ 6.0% Yield P.F. GP @ 7.0% Yield Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Pro forma analysis assumes 1.1x coverage ratio in 2018 and 2019-2022 coverage ratios held constant to current standalone forecasts. Discussion Materials 15 $ 37.72 $ 33.03 $ 28.32$ 30.96 $ 27.48 $ 27.05 $ 23.80$ 25.63 $ 22.29 $ 20.72 $ 17.92 Current GP 2020 DPS Yield: 6.9%

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Analysis at Various Equity Values Pro Forma Arkose GP + Midstream Broker Median Total Equity Value: $11,761 % Uplift from Current Equity Value¹ Net Debt 0 % 1,287 5 % 1,287 10 % 1,287 15 % 1,287 20 % 1,287 30 % 1,287 40 % 1,287 50 % 1,287 60 % 1,287 75 % 1,287 Implied GP Share Price % Upside from Current Implied Midstream Unit Price % Upside from Current High Growth Arkose Peer Blended¹ Median Comps EV / EBITDA 2018 2019 2020 Metric EQT $ 730 989 1,222 15.5 x 11.5 16.2 x 11.9 16.8 x 12.4 10.0 17.5 x 12.9 10.4 20.1 x 14.8 12.0 21.4 x 15.8 22.7 x 16.8 13.6 24.7 x 18.2 14.7 11.2 Price / DCF 2018 2019 2020 Metric Shell $ 594 854 1,036 19.3 x 13.4 11.1 20.9 x 22.5 x 15.7 12.9 24.1 x 16.8 25.8 x 17.9 14.8 28.2 x 19.6 16.1 9.2 9.7 10.1 10.6 12.0 Distribution Yield 2018 2019 2020 Metric Noble $ 540 649 889 5.6 % 6.8 9.3 5.4 % 6.5 8.9 5.1 % 4.9 % 5.9 3.8 % 4.5 6.2 3.5 % 4.2 3.2 % 3.9 5.3 5.7 7.7 5.2 7.2 6.6 Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Analysis assumes 18.5mm shares issued to Series B. 1 Arkose status quo equity value and blended multiples/yields calculated based on combined Midstream basic equity value (excludes LTIP), market implied Series B value, and GP equity value; DCF and total distributions net of cash taxes and SG&A at GP. 16 Discussion Materials 5.8 6.2 8.5 8.1 4.5 % 6.2 8.4 7.3 % 7.6 8.2 4.0 % 4.8 5.8 4.7 % 4.3 % 4.0 % 4.9 13.8 14.6 17.1 x 12.0 10.1 12.4 x 10.8 9.8 18.0 x 14.9 13.6 16.1 x 16.9 x 11.8 17.7 x 18.5 x 12.3 12.9 11.2 12.8 14.9 x 11.0 8.9 13.1 x 10.6 9.5 18.8 x 13.9 12.9 18.8 x 13.9 14.9 x 11.0 8.9 9.3 9.7 $30.25 (3)% $31.76 $33.27 $34.79 $36.30 $39.32 $42.35 $45.37 $48.40 $52.93 2 % 7 % 11 % 16 % 26 % 36 % 45 % 55 % 70 % $18.91 (3)% $19.85 $20.80 $21.74 $22.69 $24.58 $26.47 $28.36 $30.25 $33.08 2 % 7 % 11 % 16 % 26 % 36 % 45 % 55 % 70 % Illustrative Enterprise Value $ 10,845 $ 11,323 $ 11,801 $ 12,279 $ 12,757 $ 13,713 $ 14,669 $ 15,625 $ 16,581 $ 18,014 Implied Equity Value $ 9,558 $ 10,036 $ 10,514 $ 10,992 $ 11,470 $ 12,426 $ 13,381 $ 14,337 $ 15,293 $ 16,727

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix A: Supporting Materials

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Precedent Premia Analysis Midstream Simplification Transactions | Last Five Years Premia Paid¹ Announcement Date 30 Trading Day VWAP Target Acquirer Consideration Mix Taxable? 1 Day Parent to LP Merger 7-Feb-18 8-Feb-18 2-Jan-18 1-Feb-17 31-May-16 3-Nov-15 6-May-15 10-Aug-14 10-Aug-14 10-Aug-14 Tallgrass Energy Partners, LP² NuStar GP Holdings Archrock Partners, LP ONEOK Partners RoseRock Midstream Targa Resources Partners LP Crestwood Midstream Partners LP Kinder Morgan Partners El Paso Pipeline Partners Kinder Morgan Management, LLC Tallgrass Energy GP, LP NuStar Energy Archrock, Inc. ONEOK, Inc. Semgroup Corporation Targa Resources Corp. Crestwood Equity Partners LP Kinder Morgan, Inc. Kinder Morgan Kinder Morgan, Inc. Stock Stock Stock Stock Stock Stock Stock Mix Mix Stock Yes No Yes Yes Yes Yes No Yes Yes Yes 6 % 2 23 26 0 18 17 12 15 17 3 % 0 28 22 27 16 20 10 10 18 LP Buy-In 17-May-18 2-Jun-17 18-May-17 2-Mar-17 26-Sep-16 27-Aug-13 12-Aug-13 Williams Partners L.P. World Point Terminals, LP PennTex Midstream Partners VTTI Energy Partners Columbia Pipeline Partners PAA Natural Gas Storage Pioneer Southwest Energy Partners The Williams Companies, Inc. World Point Terminals Inc. Energy Transfer Partners Vitol / Buckeye Partners TransCanada Plains All American Pipeline Pioneer Natural Resources Stock Cash Cash Cash Cash Stock Stock Yes Yes Yes Yes Yes No Yes 6 1 18 6 11 7 1 13 2 20 7 17 4 7 Pending Publicly Announced LP Buy Ins³ 17-May-18 17-May-18 17-May-18 17-May-18 17-May-18 Spectra Energy Partners, LP Enbridge Energy Partners, L.P. Enbridge Energy Management, L.L.C. Enbridge Income Fund Holdings Inc. Cheniere Energy Partners LP Holdings, LLC Enbridge Inc. Enbridge Inc. Enbridge Inc. Enbridge Inc. Cheniere Energy, Inc. Stock Stock Stock Stock Stock Yes Yes No No No 0 0 0 5 1 (2) 2 3 5 2 Source: Company filings and press releases, CapIQ, Bloomberg 1 For the all stock transactions, the 1-Day Premia paid is based on the Offer price based on acquirer stock price on the day prior to announcement effected for the exchange ratio offered to the target compared with the target’s market price on the day prior to announcement. The 30 Trading Day VWAP Premia Paid is calculated using the 30 Trading Day VWAP of the target as calculated on the day prior to the announcement of the target. The premia also include cash consideration on a per share basis when applicable. 2 Based on implied exchange ratio calculated as of announcement date of structural alternatives (07-Feb-2018). 18 Supporting Materials High 26 % 28 % Median 11 13 Mean 11 13 Low 0 0

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Determining Arkose’s Overall Status Quo Yield ($ in millions, except per share / unit data) Calculation of Combined Equity Value Calculation of Equity Yield 2018E 2019E 2020E Basic Midstream Units (x) Midstream Unit Price 187 $ 31.20 Midstream LP DPU $ 1.72 $ 2.21 $ 2.85 Y.o.Y. Dist. Growth '18-'20E CAGR 29 % 29 % 29 % 29 % GP Shares (x) GP Share Price 186 $ 19.51 GP DPS $ 0.54 $ 0.89 $ 1.34 Y.o.Y. Dist. Growth¹ '18-'20E CAGR 163 % 58 % 65 % 51 % Blended Status Quo Family Multiples / Yields Distributable Cash Flow² Distributed Cash³ $ 558 427 $ 796 591 $ 950 802 Y.o.Y. Dist. Growth4 Pro Forma Distributable Cash Y.o.Y. Dist. Growth '18-'20E CAGR Pro Forma Distributed Cash5 Y.o.Y. Dist. Growth '18-'20E CAGR 47 % $ 594 NA 32 % $ 540 NA 28 % 38 % $ 854 44 % 36 % $ 1,036 21 % $ 649 20 % $ 889 37 % Source: Arkose Projections and Bloomberg market data as of 04-Jun-2018 Note: Share counts based on 2017 Midstream and GP 10-K. 1 Based on 2017A DPS of $0.20 2 Based on GP status quo market cap and status quo Series B conversion. 3 Based on total DCF at Midstream, excluding taxes at GP. 4 2017 total distributions based on actual LP distributions and IDR cash flows adjusted for Series B take, G&A, and taxes at GP to approximate total distributions if GP had been public on 1-Jan-2017. 5 Pro forma growth rates assuming 1.1x coverage in 2018. Supporting Materials 19 Arkose Midstream Total Basic Equity Value (Incl. Series B)$9,558 Implied Equity Value / Total DCF 17.1 x 12.0 x 10.1 x Implied Distribution Yield 4.5 % 6.2 % 8.4 % GP Equity Value$3,633 Implied Yield 2.8 % 4.5 % 6.9 % Implied Yield 5.5 % 7.1 % 9.1 % Midstream Basic Equity Value$5,835

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Public Midstream Comparable Peers DPU Yield 2018E DPU Yield Median: 7.3 % 8.8 % 7.8 % 6.5 % 7.4 % 7.5 % 7.5 % 7.3 % 7.3 % 5.5 % 7.1 % 4.0 % 5.5 % 6.8 % Noble Midstream Arkose Midstream¹ (IBES) Arkose Midstream¹ (Management) Shell Midstream Hess Midstream Crestwood CNX Midstream Western Gas Enable Midstream Targa Resources DCP Midstream EQT Midstream² EnLink Midstream 2019E DPU Yield Median: 7.5 % 9.0 % 8.8 % 8.4 % 7.8 % 7.8 % 7.5 % 7.5 % 7.5 % 7.6 % 7.4 % 7.1 % 7.1 % Noble Midstream Arkose Midstream¹ (IBES) Arkose Midstream¹ (Management) Crestwood Targa Resources Shell Midstream DCP Midstream Enable Midstream Hess Midstream Western Gas CNX Midstream EnLink Midstream EQT Midstream² 2020E DPU Yield Median: 8.2 % 10.4 % 9.6 % 9.1 % 8.9 % 9.0 % 9.0 % 8.2 % 8.2 % 7.7 % 7.8 % 7.8 % 7.5 % Noble Midstream Targa Resources DCP Midstream Enable Midstream Crestwood Western Gas Shell Midstream Hess Midstream EnLink Midstream Arkose Midstream¹ (IBES) Arkose Midstream¹ (Management) CNX Midstream EQT Midstream² ’18-’20E DPU CAGR 20 % 0 % 1 % 3 % 5 % 6 % 12 % 15 % 1 % 28 % 29 % 15% 15 % Source: Wall street research and Bloomberg market data as of 04-Jun-2018 1 Source: Arkose Projections, latest publicly available financial statements, IBES/Wall Street research, and Bloomberg market data as of 04-Jun-2018. Projected EBITDA, LP DCF, and DPS are sourced from Arkose Projections in the Arkose management case; IBES case follows the same methodology as peers; GP Adjusted Market Cap calculated by adding Implied GP Value to Adjusted Equity Market Cap. 2 EQM pro forma for the simplifying transaction announced on 25-Apr-2018. Supporting Materials 20 5.8 % 4.8 %

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Present Value of Future Share Price - GP ($ in per share amounts) GP 2H 2018E 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.30 0.25 9.0 % 0.98 $ 0.89 1.00 $ 1.34 2.00 $ 1.74 3.00 $ 2.22 4.00 0.92 0.84 0.77 0.71 Present Value of Future Share Price at Year End NTM Dividend Per Share at Year End Illustrative NTM Dividend Yield Implied Year End Share Price Discount Period for Share Price¹ Discount Factor $ 1.34 6.5 % $20.60 1.5 0.88 $ 1.74 $ 2.22 $26.78 2.5 0.81 $34.16 3.5 0.74 (+) PV of Cumulative Dividends Received 1.11 2.24 3.58 Implied Value at Various Yields 2019E 2020E 2021E 6.0 % 6.5 7.0 Source: Arkose Management, Bloomberg market data as of 04-Jun-2018 1 Distributions discounted according to the mid-period convention; all values discounted to 30-Jun-2018. 21 Supporting Materials $ 20.72$ 25.63$ 30.96 19.2123.8328.85 17.9222.2927.05 NTM Yield PV of Future Share Price and Dividends$19.21$23.83$28.85 PV of Future Share Price$18.10$21.59$25.27 Present Value of Dividend Received$0.30$0.81$1.13$1.34$1.57 GP assumed NTM yield based on 2020E yield at the high end of the sensitivity range

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Present Value of Future Share Price - Pro Forma 1.6 x Exchange Ratio | ($ in per share amounts) Pro Forma 2H 2018E 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.57 0.25 9.0 % 0.98 $ 1.28 1.00 $ 1.76 2.00 $ 2.18 3.00 $ 2.66 4.00 0.92 0.84 0.77 0.71 Present Value of Future Share Price at Year End NTM Dividend Per Share at Year End Illustrative NTM Dividend Yield Implied Year End Share Price Discount Period for Share Price¹ Discount Factor $ 1.76 7.0 % $25.11 1.5 0.88 $ 2.18 $ 2.66 $31.14 2.5 0.81 $38.03 3.5 0.74 (+) PV of Cumulative Dividends Received 1.74 3.22 4.90 Pro Forma Implied Value at Various Yields Status Quo Implied Value at Various Yields Break Even Yield 2019E 2020E 2021E 2019E 2020E 2021E 2019E 2020E 2021E 6.0 % 6.0 % 6.5 6.5 7.0 7.0 Source: Arkose Management, Bloomberg market data as of 04-Jun-2018 1 Distributions discounted according to the mid-period convention; all values discounted to 30-Jun-2018. 22 Supporting Materials 8.1 % 7.8 % 7.6 % 8.8 % 8.5 % 8.2 % 9.5 % 9.2 % 8.9 % $ 20.72 $ 25.63 $ 30.96 19.21 23.83 28.85 17.92 22.29 27.05 $ 27.48 $ 32.50 $ 37.72 25.50 30.25 35.20 23.80 28.32 33.03 NTM Yield PV of Future Share Price and Dividends$23.80$28.32$33.03 PV of Future Share Price$22.06$25.10$28.13 Present Value of Dividend Received$0.56$1.18$1.48$1.68$1.89 Pro forma yield based on blended 2019 and 2020 Midstream and GP status quo yields

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Exhibit (c)(24)

HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose June 20, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). 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The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 1

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Table of Contents I. Discussion Materials Appendix A: Additional Materials 2

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I. Discussion Materials

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Summary Observations (Note: Assumes 1.6x Exchange Ratio to Midstream) Arkose Midstream today provides investors with explicit and long-term financial policy targets — Substantially all of the existing long-term targets could, with only minor tweaks, remain intact as part of a simplification However, “New Midstream” has a unique opportunity to reset its financial policy guidelines as part of a simplification — In particular, the high rate of distribution growth and the specificity of this growth guidance seem to be the most likely area to revisit as part of changes to financial policy — Potential to also incorporate share repurchases as tool to return capital to shareholders in a flexible and opportunistic manner It is worth noting that Midstream is different from other companies looking to restructure and reduce cash distribution policies: — 1) Midstream currently has very low leverage (2.0x – 2.5x Total Debt / EBITDA), and any reduction in distributions will further de-lever the balance sheet 2) Capex spending crests in 2019/2020 and declines rapidly thereafter, resulting in any long-term slowing of distribution growth to have the greatest impact when free-cash flow accelerates 3) There is no primary equity overhang. To the extent that external financing is required, it is in the credit markets using a balance sheet with low leverage — — A key decision as part of a financial policy revision will be the number of years to maintain existing distribution growth guidance: — If maintained through 2022E (4-years): Would need to reduce coverage ratio guidance for 2020E to be “gradually falling towards 1.15x by 2020E, and remaining above 1.1x thereafter” If distribution targets maintained through 2020E (2-years): Could modify long-term growth guidance to “target 15% - 20% distribution growth”, with “pace determined by capex opportunities, balance sheet, and coverage ratio” If distribution targets softened after 2019E: “Target 15% - 20% distribution growth beyond 2019E” with similar pacing criteria as noted above, but also “targeting high-end of the range for the early years of the target period” — — Additionally, under all scenarios, Midstream appears to have balance sheet capacity to opportunistically repurchase shares, which can also be incorporated into the new financial policy framework Irrespective of Dividend Growth Policy Guidance, Investor Messaging Should Continue to Highlight Antero’s Unparalleled Growth in Cash Flow 4 Discussion Materials

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Long-Term Distribution and Coverage Targets Status Quo Long Term Distribution Targets $ 4.10 $ 3.42 $ 2.85 $ 2.21 $ 1.47 $ 1.33 $ 1.03 2016A 2017A 2018E 2019E 2020E 2021E 2022E Pro Forma Long Term Distribution Targets ’19-’20 Kept Whole | Midstream Perspective $ 4.10 $ 3.42 $ 0.33 $ 2.85 $ 0.14 $ 2.21 2016A 2017A 2018E 2019E 2020E 20% Growth Target 2021E 2022E 15% Growth Target Pro Forma Long Term Distribution Targets ’19 Kept Whole | Midstream Perspective $ 3.80 $ 3.18 43 $ 2.64 $ 2.21 $ 0.10 2016A 2017A 2018E 2019E 2020E 2021E 2022E 15% Growth Target 20% Growth Target Source: Arkose Projections 5 $ 0. $ 3.37 $ 2.92 $ 0.25 $ 2.54 $ 2.21 $ 3.77 $ 3.28 $ 2.85 $ 2.21

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES 2018 DPU Yield vs. 2018 – 2020 DPU CAGR 10.0 % 8.0 % E M WPZ SHLX 6.0 % AA 4.0 % NBLX 2.0 % 0.0 % 0 % 10 % 20 % '18-20 LP DPU CAGR 30 % 640 % GP Peers and High Growth MLPs C-Corps and MLPs without IDRs Source: Company filings, Wall Street research, IBES, and Bloomberg market data as of 14-Jun-2018 1 Excludes APLP (due to delisting 27-Apr-2018) and MIC. 6 Discussion Materials 2018 Yield EQM HESM Midstream EQGP KMI GP HEPANDX SEMGENB CEQP TRGPTRPET PLX ENLC EPDWGP PAGPOKEP

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Distribution Policy Overview Distribution Coverage Ratio and Estimated DPU CAGR | Selected Major Midstream Entities Coverage Ratio Profiles Over Time 2 Yr Fwd. DPU CAGR¹ 6 % 3 % 1.38 x 1.32 x 1.30 x 1.30 x 2015A 2016A 2017A 2018E 2019E 2015A 2016A 2017A 2018E 2019E 6 % 10 % 15 % 1.64 x 1.28 x 1.27 x 1.26 x 1.26 x 1.30 x 2015A 2016A 2017A 2018E 2019E 2017A 2018E 2019E 2019E Source: Company filings, Bloomberg market data as of 14-Jun-2018 ¹ Williams DPU CAGR shown from 2019E-2020E and is pro forma for announced simplification. Discussion Materials 7 1.22 x 1.35 x 1.26 x 1.21 x1.23 x 1.25 x1.25 x1.23 x1.23 x

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Financial Policy Comparison PF @ 1.6x Exchange Ratio: PF @ 1.6x Exchange Ratio: PF @ 1.6x Exchange Ratio: Current Guidance / Financial Targets DPU Through 2022E DPU Through 2020E | 17.5% Thereafter DPU Through 2019E | 20% Thereafter $2.85 2020E $2.85 2019E $2.85 2019E midpoint 2.0x – 2.5x ~2.0x (YE 2022E) ~1.9x (YE 2022E) ~1.8x (YE 2022E) Fund organic growth with cash flow and credit borrowings  Source: Arkose Projections 8 Discussion Materials Funding with Cash Flow DCF Coverage 1.25x Through 2020E 1.15x 2020E 1.15x 2020E 1.24x 2020E >1.1x Thereafter 1.09x 2022E 1.14x 2022E 1.18x 2022E Leverage Distribution Growth Rate ’17-’20E: 28 - 30% ’17-20E: 29% ’17-20E: 29% ’17-20E: 26% ’21-’22E: 20% ’21-22E: 20% ’21-22E: 17.5% ’21-22E: 20% Distributions (Accretion/Dilution) $2.21 2019E $2.21 2019E $2.21 2019E $2.21 2019E $2.65 2019E (7)% below

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Arkose Midstream ($ in millions) GP | Upstream Perspective Status Quo No Transaction Pro Forma | Midstream DPU Kept Whole ’19-20 Kept Whole ’19 Kept Whole r $mm from Status Quo 0 (23) (75) r $mm from Status Quo 0 (24) (79) Consolidated Leverage (Upstream + Midstream) 2019E 2.6 x 2.6 x 2.6 x 2.6 x 2020E 2.8 2.8 2.8 2.8 2021E 2.7 2.7 2.7 2.7 2022E 2.4 2.4 2.4 2.3 Source: Arkose Projections and Bloomberg market data as of 14-Jun-2018 Note: Cumulative distributions assumes Upstream owns 98.9mm units in Midstream and a 1.6x exchange ratio. Assumes an interest rate of 5.7% for incremental free cash flow. 1 Free cash flow includes D&C, Midstream Distributions, water drop proceeds and net of land maintenance capital. Discussion Materials 9 19-'22 Cumulative Free Cash Flow1 $ 1,610 $ 1,610 $ 1,586 $ 1,531 19-'22 Cumulative Distributions Received $1,244 $1,244 $1,221 $1,170

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Appendix A: Additional Materials

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Arkose Free Cash Flow Comparison PF | Midstream DPU Kept Whole ’19-20 Kept Whole | LT Moderation ’19 Kept Whole | Constant 20% Thereafter Pro Forma GP 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E P.F. S/O @ 1.6x Exchange Ratio 506 Base Case Pro Forma DCF (+/-) Interest Expense Adjustments $ 594 0 $ 854 0 $ 1,036 0 $ 1,225 0 $ 1,416 0 $ 854 0 $ 1,036 0 $ 1,225 0 $ 1,416 0 $ 854 0 $ 1,036 0 $ 1,225 0 $ 1,416 0 Adjusted P.F. DCF Coverage Ratio Distributions $ 594 1.28 x 463 $ 854 1.22 x 698 $ 1,036 1.15 x 901 $ 1,225 1.13 x 1,081 $ 1,416 1.09 x 1,296 $ 854 1.22 x 698 $ 1,036 1.15 x 901 $ 1,225 1.16 x 1,059 $ 1,416 1.14 x 1,245 $ 854 1.22 x 698 $ 1,036 1.24 x 836 $ 1,225 1.22 x 1,004 $ 1,416 1.18 x 1,200 Y.o.Y. Growth 51 % 29 % 20 % 20 % 51 % 29 % 18 % 18 % 51 % 20 % 20 % 20 % Distributable Cash Flow (-) Growth Capex $ 594 (579) $ 854 (776) $ 1,036 (656) $ 1,225 (386) $ 1,416 (294) $ 854 (776) $ 1,036 (656) $ 1,225 (386) $ 1,416 (294) $ 854 (776) $ 1,036 (656) $ 1,225 (386) $ 1,416 (294) (-) Distributions (463) (698) (901) (1,081) (1,296) (698) (901) (1,059) (1,245) (698) (836) (1,004) (1,200) Cumulative r vs Status Quo Illustrative Interest Expense Savings / Costs Accrued Cash (Excl. Interest Savings / Costs) 0 0 0 0 0 0 22 1 0 73 2 0 0 0 0 65 2 0 142 5 0 238 9 0 Credit Metrics Implied Y.E. Debt Balance Implied Y.E. Cash Balance Implied Net Debt Net Leverage $ 1,648 5 1,643 2.25 x $ 2,219 5 2,214 2.24 x $ 2,727 5 2,722 2.23 x $ 2,982 5 2,977 2.11 x $ 3,205 5 3,200 1.95 x $ 2,219 5 2,214 2.24 x $ 2,727 5 2,722 2.23 x $ 2,961 5 2,956 2.09 x $ 3,132 5 3,127 1.90 x $ 2,219 5 2,214 2.24 x $ 2,662 5 2,657 2.17 x $ 2,840 5 2,835 2.01 x $ 2,967 5 2,962 1.80 x Source: Arkose Projections 11 Additional Materials $(620)$(456)$(166)$(78) $(620)$(521)$(221)$(122) Financing Needs$(448)$(620)$(521)$(243)$(174) $ 78$ 380$ 838$ 1,122 $ 78$ 380$ 838$ 1,122 Levered Free Cash Flow$ 15$ 78$ 380$ 838$ 1,122 $ 1.38$ 1.65$ 1.99$ 2.37 $ 1.38$ 1.78$ 2.10$ 2.46 DPS$ 0.92$ 1.38$ 1.78$ 2.14$ 2.56

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HIGHLY CONFIDENTIAL PRELIMINARY DRAFT FOR DISCUSSION PURPOSES Arkose Midstream Perspective Corp. | Midstream Unitholders DPS @ 1.6x Exchange Ratio Coverage Growth Rate (’17 – ‘20E CAGR) ’17 – ‘20E CAGR’17 – ‘20E CAGR’17 – ‘20E CAGR Free Cash Flow Financing Surplus / (Need) Net Leverage PF | Midstream DPU Kept Whole ’19-20 Kept Whole | LT Moderation ’19 Kept Whole | Constant 20% Thereafter Source: Arkose Projections Additional Materials 12 2019E 2020E 2021E 2022E $ 78 2019E 2020E 2021E 2022E $ 2.21 $ 2.85 $ 3.42 $ 4.10 $ 380 $ 838 $ 1,122 2019E 2020E 2021E 2022E $ 78 2019E 2020E 2021E 2022E $ 2.21 $ 2.85 $ 3.35 $ 3.94 $ 380 $ 838 $ 1,122 2019E 2020E 2021E 2022E $ 78 2019E 2020E 2021E 2022E $ 2.21 $ 2.64 $ 3.18 $ 3.80 $ 380 $ 838 $ 1,122 2019E 2020E 2021E 2022E $(620) $(521) 2019E 2020E 2021E 2022E 2.24 x 2.23 x 2.11 x 1.95 x $(243) $(174) 2019E 2020E 2021E 2022E $(620) $(521) 2019E 2020E 2021E 2022E 2.24 x 2.23 x 2.09 x 1.90 x $(221) $(122) 2019E 2020E 2021E 2022E $(620) $(456) 2019E 2020E 2021E 2022E 2.24 x 2.17 x 2.01 x 1.80 x $(166) $(78) 2019E 2020E 2021E 2022E 2.24 x 2.23 x 2.11 x 1.95 x 29 % 2019E 2020E 2021E 2022E 2.24 x 2.23 x 2.09 x 1.90 x 29 % 2019E 2020E 2021E 2022E 2.24 x 2.17 x 2.01 x 1.80 x 26 %

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Exhibit (c)(25)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee of the Board GP LLC Precedent Series B Reference Materials of Directors of Arkose June 29, 2018 STRICTLY PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking clie nt of Goldman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a product of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the compani es named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advi ce.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Observations Regarding the IDR Holdings LLC Series B Units Series B units are profit interests in the IDRs of Midstream that have two key economic features: — Quarterly cash distributions: Series B units receive up to 6% of the distributions that Midstream makes on the IDRs in excess of $7.5 million per quarter — Conversion into GP common shares: Vested Series B units can be converted at the holder’s option into GP common shares at any time prior to December 2026, and mandatorily convert in December 2026 –In aggregate, the Series B units convert into GP shares based on 6% of GP’s market cap in excess of $2.0 billion Market-cap-based conversion methodology created the potential for significant dilution in the contemplated simplification, as the Series B units represent an open-ended option on either share price appreciation or an increase in number of shares outstanding — Potential simplification as contemplated (GP acquiring Midstream) is an example of a significant increase in Series B value based on an increase in the number of shares outstanding, not share price appreciation Carrying over the Series B units into any “NewCo” would keep open for approximately 8.5 year this open-ended option — Additionally, allowing the Series B units to remain outstanding as a separate profits interest is inconsistent with the desire to simplify the Midstream complex into a single entity and equity security  Extended negotiations over the Series B resulted in a fixed-share settlement at 18.5mm shares included in the proposal to Midstream (AM). Reasons behind this settlement include the following: — Improvement over the contractual 6.0% “Series B take” – at current market, the 18.5mm shares equates to an approximately ~4.7% “Series B take” (please see page 4 for additional information) Converts a very long-dated (~8.5 years), market-cap-based option into a fixed number of shares today, eliminating incremental dilution from future share price appreciation and/or share issuance Keeps Series B holders aligned with shareholders by combined all existing, midstream-related securities (LP, Series B, GP common) into a single class of stock (vs. maintaining separate profit interests or a cash settlement) — — Resolution of Series B facilitated transition to traditional C-corp structure with associated governance provisions — In addition to governance provisions, the contemplated traditional C-corp structure maximizes the potential for economic value uplift due to improved pro forma trading based on a simplified structure, expanded investor universe, and potential for index inclusion Series B settlement conditioned on closing of a merger between GP and Midstream, giving shareholders the ability to indirectly approve the settlement through their vote on the merger with Midstream 1 Other Considerations Surrounding the Series B Settlement Economic Considerations Surrounding the Series B Settlement Contemplated Simplification and Impact on Series B Units Key Economic Features of Series B Units

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Summary of Series B Units in IDR Holdings LLC Term Description Membership interests in Arkose IDR Holdings LLC (the “Company”), are designated as “Units” and divided into two classes: “Series A” and “Series B”. The Series B Units are profit interests As of March 31, 2018, 98,600 Series B Units were issued and outstanding (representing all authorized Series B Units), and 32,875 of which are vested — 48,000 held by CEO Paul Rady; 32,000 held by CFO Glen Warren; and 4,000 held by Midstream SVP and CFO Michael Kennedy  Series B Units are subject to transfer restrictions and ratably vest over a three-year period on the anniversary date of their issuance (December 2016/January 2017), subject to continued employment. Any Series B Unit that fails to vest will be forfeited and not be re-issued — Certain senior executives of Arkose Midstream are also entitled to accelerated vesting of Series B Units upon involuntary termination of employment without cause, death or disability or certain change-of-control events. Series B Units are entitled to receive up to 6% of all quarterly cash distributions in excess of $7.5 million paid by Arkose Midstream Partners LP (“Midstream”) on its incentive distribution rights (“IDRs”), subject to vesting conditions. — The Series A Units receive all other distributions (including the first $7.5 million in quarterly cash distributions made prior to distributions to Series B Units) Series B Units do not participate in distributions prior to vesting, but upon vesting are entitled to receive catch-up distribution in an amount equal to pro rata share of distributions made prior to vesting  Series B Units may be converted by holders into common shares of Arkose Midstream GP LP (“GP”) with a value equal to the pro rata share of up to 6% of any increase in GP’s equity value in excess of $2.0 billion GP common shares issued pursuant to conversion capped at 6% of the GP common shares  Upon the earliest to occur of (i) December 31, 2026, (ii) a change of control of the Company or GP or (iii) a liquidation of the Company, GP may convert each outstanding Series B Unit into GP common shares, subject to certain limitations and in accordance with the conversion ratio described in the “Optional Conversion” section above Source: Arkose IDR Holdings LLC Limited Liability Company Agreement dated 31-Dec-2016 and Arkose GP 2017 10-K 2 Mandatory Conversion Optional Conversion Cash Distributions Transfer and Vesting Restrictions General

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Economic Features ($ in millions, except where noted) of Series B Units Arkose Management Cash Flow Illustration 100% Membership Interests Management and Sponsors Midstream 2018E 2019E 2020E Public 67% LP Interest (-) Maintenance Capex, Interest Expense, and Other Expenses Non-Economic General Partner Interest (33% LP Interest) Distributable Cash Flow 594 854 1,036 Series B (-) Cash Coverage Series B Units (Profits Interests) A Units Interests) LP Distributions IDR Distributions 320 143 414 236 533 355 IDR LLC IDRs From Midstream Cash Flow to Series B Cash Flow to Series A Non Economic General Partner Interest $ 143 7 136 $ 236 12 223 $ 355 20 336 100% Incentive Distribution Rights Public Common Units (47% LP interest) GP Series A Distributions 136 223 336 (-) G&A, Cash Taxes (25%), and 1.0 x Cash Coverage Source: Cash flows based on Arkose Projections. Organizational structure based on Arkose GP 424B4 filed 05-May-2017; public ownership of Arkose Midstream based on Midstream 2017 10-K; public interest in GP based on Arkose Management Presentation for Project Francis Due Diligence Meeting dated 14-Mar-2018. 3 Distributed Cash Flow $ 100 $ 165 $ 249 Arkose Midstream Partners (“Midstream”) Cash Distributions Arkose IDR Holdings LLC (“IDR LLC”) Distributed Cash Flow $ 463 $ 649 $ 889 Arkose Midstream GP LLC (“GP”) Series (Capital Arkose Midstream Partners GP LLC (“AMP GP”) Conversion: 6% of Market Cap over $2bn EBITDA $ 730 $ 989 $ 1,222 AMGP GP LLC (“General Partner”)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Conversion Calculation For Series B Units of IDR Holdings LLC Series B Conversion into Pro Forma GP Shares – Contract Terms Series B Conversion into Pro Forma GP Shares – Negotiated Terms GP Share Price (7-Jun) (x) Common Shares Outstanding $ 19.24 186.2 GP Share Price (7-Jun) (x) Common Shares Outstanding $ 19.24 186.2 GP Market Cap (+) Equity Issued to Midstream @ 1.6 Ex. Ratio¹ $ 3,582 5,789 GP Market Cap (+) Equity Issued to Midstream @ 1.6 Ex. Ratio¹ $ 3,582 5,789 Pro Forma Market Cap (-) $2.0bn Threshold $ 9,372 (2,000) Pro Forma Market Cap (-) $2.0bn Threshold $ 9,372 (2,000) (x) Series B Take 6.0 % (x) Series B Take 4.7 % (x) Units Outstanding (x) Percent Vested 99 % 100 (x) Units Outstanding (x) Percent Vested 99 % 100 (/) Vested Units Outstanding 99 (/) Vested Units Outstanding 99 (x) Vested Units Redeemed (/) 20 Day GP VWAP (7-Jun) 99 $ 18.49 (x) Vested Units Redeemed (/) 20 Day GP VWAP (7-Jun) 99 $ 18.49 Source: GP 424 B4 filing dated 05-May-2017 and GP IDR Holdings LLC Limited Liability Company Agreement dated 31-Dec-2016; Bloomberg market data as of 22-Jun-2018 1 Based on 187.0mm Midstream units outstanding receiving the merger consideration of 1.6x GP shares. 4 Fixed Settlement Floating Value Conversion - Common Shares Issued23.6 Conversion - Common Shares Issued18.5 Per Vested B Unit Entitlement$ 4.42 Per Vested B Unit Entitlement$ 3.47 Total Entitlement$ 436.1 Total Entitlement$ 342.1 Memo: illustrative assumption Series B Value$ 442.3 Series B Value$ 347.0 Equity Value Subject to Series B Take$ 7,372 Equity Value Subject to Series B Take$ 7,372

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Analysis at Various Implied GP Share Prices Pro Forma Arkose GP + Midstream | Illustrative 1.6x Exchange Ratio 52-Week Low Combined Equity Value 52-Week High Combined Equity Value 20% Equity Upside to Market Value¹ 30% Equity Upside to Market Value¹ 40% Equity Upside to Market Value¹ Current GP Shares 186 186 186 186 186 (+) Pro Forma Midstream Units (at 1.6 x Ech. Ratio) 301 301 301 301 301 (+) 18.5 mm Shares Issued to Series B Units 19 19 19 19 19 Total Pro Forma Shares Outstanding 506 506 506 506 506 % Change From Current Share Price (14)% 24 % 29 % 40 % 51 % 4.5 % 16.6 18.6 18.7 19.1 19.3 6.0 22.4 25.1 25.3 25.7 26.1 Source: Arkose Projections, Wall Street research and Bloomberg market data as of 22-Jun-2018 Note: Pro forma analysis assumes 1.1x coverage ratio in 2018 and 2019-2022 coverage ratios held constant to current standalone forecasts. 1 52-Week Low Combined Equity Value and 52-Week High Combined Equity Value inclusive of Series B conversion into status quo GP market cap; illustrative upside cases based on current total equity value, inclusive of Series B value. 5 Legacy Contractual Calculation: Current Prices GP: $19.20 Midstream: $30.76 GP IPO Price: $23.50 Series B Take Implied # of GP Share Issued for Series B Implied GP Share Price$ 14.84$ 21.48$ 22.36$ 24.22$ 26.09 Implied Pro Forma Equity Value$ 7,502$ 10,858$ 11,305$ 12,247$ 13,189 Assumes No Further Future Acquisitions / Stock Issuances

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Exhibit (c)(26)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose July 18, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 2

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Midstream / Upstream Counter Proposals – Key Points of Difference Counter Proposals GP Proposal (08-Jun-2018) Midstream (14-Jul-2018) Upstream Supplement (14-Jul-2018) 1.6 x All stock 1.75 x + $4.00 / unit cash Same as Midstream Dividend policy set to result in exchange ratio adjusted pro forma distributions paid to legacy Midstream unitholders held equal to status quo distributions paid for the first four quarters following close Same as Midstream Unspecified, but indicated willingness to discuss optimal distribution policy Same as Midstream (+) Additional requirement that the final 1/3 of shares (Dec-2019 tranche) vest conditioned on free cash flow test at Upstream Shares issued to settle Series B Units subject to same vesting schedule as Series B Units Shares issued to settle Series B fully vest at transaction close New GP to have Board consisting of a majority of independent directors, with private equity sponsors not considered independent directors Unspecified Same as Midstream Not conditioned upon Midstream vote beyond that required by Partnership agreement and Delaware law “Majority of minority” vote of Midstream independent public unitholders Unspecified Registration rights for GP shares equivalent to Upstream’s current registration rights for its position in Midstream Registration rights for GP shares not subordinate to or otherwise less favorable than rights granted to Series B unitholders Acceleration of water earn out None None 3 Materials for Full GP Board Other Items Midstream Voting Board Composition Series B Vesting Dividend Assurance Consideration

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Understanding of Key Priorities / Differences Midstream Upstream “Best interest” of Upstream “Appropriate premium” / “market” exchange ratio Equitable sharing of benefits, such as accretion Cash for public unit holder cash taxes 1 year (4 quarters) of dividend assurance — — Cash flow to Upstream from Midstream Cash to repurchase shares –“Meaningful” quantity desired Compensation for NOL usage — Cash goal to move Upstream share price “Alignment” to create value at Upstream — Concerned about relative economic interest based on relative ownership of GP and Upstream by insiders / management Symmetry with original structure Registration rights for future share selling flexibility “Minority of Majority vote” — Although not priority for Upstream with their higher standard Acceleration of water earn out for additional cash Impact of cash on leverage, bonds, disclosure Debt funded cash at 5 % is dilutive to cash flow 4 Materials for Full GP Board Likely Diligence Issues Other Apparent Priorities Series B Vesting / Restrictions Economics

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Key Terms and Conditions Description of Transactions Consideration to Midstream Illustrative Exchange Ratio GP Share Price 1.60 x $ 19.00 1.75 x $ 19.00 Midstream Transaction GP converts into Delaware C-Corp GP acquires all outstanding units of Midstream for a mix of cash and stock at a fixed exchange ratio of [1.75 x] and [$4.00] of cash per Midstream unit Taxable transaction to Midstream unitholders — Basis step-up, combined with the step-up from Series B transaction, expected to fully shield the pro forma company from cash taxes through 2021, with minimal (<$20mm) cash taxes in 2022 Distribution policy adjusted so that Midstream unitholders kept whole on a 2018 and 2019 basis, then maintain status quo coverage levels Value of Equity Consideration (+) Cash Consideration $ 30.40 0.00 $ 33.25 4.00 Aggregate Exchange Ratio 1.60 x 1.96 x Pro Forma Shares Outstanding GP Shares 186.2 186.2 Midstream Units (+) Midstream LTIP 187.0 1.0 187.0 1.0 Midstream Fully Diluted Units (x) Exchange Ratio 188.1 1.60 x 188.1 1.75 x Shares to Midstream 300.9 329.1 Settlement of Series B Profit Interests in IDR LLC Series B units of IDR LLC exchanged at Transaction Announcement for 18.5mm shares of GP Conditioned on completion of the Midstream transaction GP Shares to Series B 18.5 18.5 Pro Forma Ownership Proposed Shareholder / Unitholder Votes Majority of public unaffiliated shareholders of GP and Midstream to vote separately to approve transaction GP Shareholders Midstream Unitholders Series B Unitholders 36.8 % 59.5 % 3.7 34.9 % 61.7 3.5 Source: Arkose Midstream and Arkose GP 2017 1Q 10-Qs and Bloomberg market data as of 04-Jun-2018 Materials for Full GP Board 5 Pro Forma Shares Outstanding505.6533.8 Total Consideration$ 30.40$ 37.25

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream / GP Exchange Ratio Since GP IPO | 03-May-2017 | GP “Unadjusted” Per Midstream Method 2.00x 1.96 x 1.90x 1.80x 1.75 x 1.70x 1.60 x 1.58 x 1.60x 1.50x 1.40x 1.30x 1.20x May-2017 Sep-2017 Feb-2018 Jul-2018 Observed Midstream / GP Initial Bid Counter Exchange Ratio (Equity) Counter Exchange Ratio (Equity + Cash)¹ Source: Bloomberg market data as of 13-Jul-2018 1 Based on the total per Midstream unit value calculated from on the 1.75x equity component of Midstream’s counter offer and $4/unit cash consideration and GP’s closing price on 13-Jul-2018. 6 Materials for Full GP Board Exchange Ratio 26-Feb-2018 Special Committee Formation

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Perspectives on “Appropriate” 30-Trading Day VWAP Basis Premium 28 % 27 % Stock Consideration Mixed Consideration saction 16 % Date Jan-18 May-16 Feb-17 May-15 May-17 Aug-14 Sep-16 Nov-15 May-18 Aug-14 Aug-14 Aug-13 Mar-17 Jun-18 Aug-13 Feb-181 Jun-17 Feb-18 WPT Inc. Acquirer AROC SEMG OKE CEQP ETP KMI TRP TRGP WMB KMI KMI PXD VTTI B.V. LNG PAA TEGP NS Target APLP RRMS OKS CMLP PTXP KMR CPPB NGLS WPZ EPB KMP PSE VTTI CQH PNG TEP WPT NSH Source: Bloomberg market data as of 13-Jul-2018 Note: All premia calculated based on an offer value derived from the offered exchange ratio times acquirer’s 1-day prior closing share/unit price plus any cash consideration divided by the target’s 30-trading day VWAP. 1 TEGP calculated based on the date on which a strategic review was announced. 7 Materials for Full GP Board 22 % Cash ConsiderationTax-Deferred Tran 20 %20 % 18 %17 % 13 % 10 %10 % 7 %7 %7 % 4 % 3 %2 % 0 %

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Research Analyst Assessment of Potential Transaction Discusses Transaction Models Transaction Expresses Recommendation Broker Recommendation / Commentary States that any merger would improve equity value in current environment Suggests merger will improve short-term value but foregoes maximized total long-term value if left independent  Baird Cites management efforts to explore transaction options, but takes no position on certainty or structure of potential transaction Ladenburg Thalmann  Suggests GP acquiring Midstream most beneficial to Upstream  Views GP buying Midstream as most likely outcome Cites historical precedent of GP buying LP if GP is a C-Corp Wells Fargo Reiterates support generally for GP buying in LP transactions  JP Morgan citing investor sentiment favoring simplification of corporate structures Goldman Sachs*  Research discusses general benefits of C-Corps over MLPs Forecasts combined entity trading at 11.4x EBITDA with 2019 – 2021 EBITDA CAGR of 22%  Morgan Stanley Recommends GP acquisition of Midstream Raymond James  Suggests New GP would maintain best in class dividend and share growth outlook with a ~1.5-2x exchange ratio Cites concerns over aligning incentives between Upstream, GP, Midstream, and management team regardless of transaction structure Seaport Global Securities  Views market sentiment favoring simplification Suggests benefits of MLP structure dwindling, favoring likelihood  TD Securities of GP acquiring Midstream if transaction occurs Source: Wall Street Research Note: * Indicates commentary found in general Midstream or Antero Resources coverage report 8 Executive Summary

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed based on GP Peak (26-Jan-2018) and Day Prior to Special Committee Formation (23-Feb-2018) Midstream GP $ 34.00 $ 24.00 $ 32.00 $ 22.00 $ 30.00 $ 30.01 $ 29.10 $ 20.00 $ 28.00 $ 19.34 $ 19.22 $ 19.00 $ 26.54 $ 26.00 $ 18.00 $ 24.00 $ 16.00 $ 22.00 $ 20.00 $ 14.00 Jan-2018 Mar-2018 May-2018 Jul-2018 Jan-2018 Mar-2018 May-2018 Jul-2018 Absolute Price AMZ Indexed (26-Jan) AMZ Indexed (23-Feb) Source: Bloomberg market data as of 13-Jul-2018 Supplemental Materials 9

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Midstream Perspective: Dilutive Impact of Series B Settlement on Current GP Share Price Illustrative Calculation of Adjusted GP Share Price Current 7/13/2018 GP Share Price (x) GP Shares Outstanding $ 19.00 186 GP Basic Market Cap (-) $2bn Threshold $3,538 (2,000) Market Cap Subject To Series B Assumed Series B Take $1,538 6.0 % Illustrative Series B Value¹ (+) GP Basic Market Cap $ 92 3,538 Total GP Equity Value (/) GP Shares (P.F. for 18.5mm Shares to Series B) $ 3,630 205 Observed and Adjusted Share Prices | Implied Premia to Midstream Closing Price Premia @ 1.60x Premia @ 1.75x 6 % (0)% 16 % 8 % (2)% (9)% 1 % (5)% 16 % 9 % 27 % 18 % 7 % (0)% 11 % 3 % $ 22.02 $20.65 $ 19.19 $ 19.24 $ 19.00 $17.92 $17.96 $17.73 Strategic Review (26-Jan-2018) Committee Formation (23-Feb-2018) GP Offer (7-Jun-2018)¹ Adj. GP Share Price Current (13-Jul-2018) Observed GP Share Price Source: Bloomberg market data as of 13-Jul-18 ¹ Calculation based on closing price (not VWAP) and assumed 6% Series B take based on commentary from Midstream's advisors. 10 GP Adj. Share Price$17.73 Midstream’s offer assumes shares issued to settle the Series B that are in excess of the shares implied by the conversion mechanism and status quo market cap should reduce the status quo value of GP’s shares Analysis calculates total equity value, including status quo Series B conversion value, then divides by pro forma GP share count after Series B units are exchanged for 18.5mm GP shares to estimate an adjusted GP share price

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Accretion / (Dilution) Analysis | Midstream Perspective 1.96 x Exchange Ratio | Pro Forma DPU Adjusted Per Midstream’s Counter LP DCF Per Share Accretion / (Dilution) DPS Accretion / (Dilution) 6% 9% 12% 13% $ 4.85 0% 7% 10% 12% $ 4.61 $ 3.77 $ 3.42 $ 3.24 $ 3.04 $ 2.92 $ 2.85 $ 2.76 2019 2020 2021 2022 2019 2020 2021 2022 -3% 1% 4% 56% 0% -1% 2% 5% $ 4.53 $ 4.29 $ 4.30 $ 4.10 $ 3.89 $ 3.75 2019 2020 2021 2022 2019 2020 2021 2022 Status Quo Pro Forma Accretion / (Dilution) Source: Arkose Projections and Bloomberg market data as of 13-Jul-2018 Note: Assumes 18.5mm shares issued to Series B. Pro forma coverage assumes distribution policy for 2019 set so that Midstream unitholders receive the same distribution as in the status quo case on an adjusted exchange ratio basis, then constant coverage thereafter. 11 Materials for Full GP Board ($4.00 Cash + 1.75 x Exchange $ 3.42 $ 3.50 $ 2.85 $ 2.81 $ 2.21 $ 2.21 $ 3.24 $ 3.27 $ 2.76 $ 2.68 Mix of Cash and Stock Ratio) $ 4.10 $ 2.21 $ 2.21 $ 4.19$ 4.29 $ 3.54$ 3.75 All Equity Consideration (1.96 x Exchange Ratio)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Impact of Cash Consideration to Offset Midstream Unitholders’ Tax Liabilities ($ in millions, except per share data) Implied Midstream Purchase Price Wtd. Avg. Tax Liability Adj. Exchange Ratio1 $ 33.25 $ 2.36 1.63 x 1.60 x 1.65 x 1.70 x 1.75 x 1.60 x 1.65 x 1.70 x 1.75 x All-in Exchange Ratio 1.60 x 1.65 x 1.70 x 1.75 x Incremental Debt Pro Forma Leverage at Y.E. 2018 Pro Forma 2019 Coverage2 $ 444 2.87 x S.Q. Coverage: 1.23 x S.Q. Leverage: 1.22 x $ 316 All-in Exchange Ratio 1.60 x 1.65 x 1.70 x 1.75 x 1.60 x 1.65 x 1.70 x 1.75 x 1.60 x 1.65 x 1.70 x 1.75 x Source: Arkose Projections, Arkose Merger Model, and tax basis calculations provided by PWC 1 Adjusted exchange ratio defined as the equity portion of a mixed cash and stock offer that would imply a given all-in exchange ratio assuming the cash portion were set to equal the weighted average tax liability. 2 Pro forma coverage assumes distribution policy for 2019 set so that Midstream unitholders receive the same distribution as in the status quo case on an adjusted exchange ratio basis, then constant coverage thereafter. 12 1.32 x 1.22 x 1.21 x 2.26 x 2.81 x 2.75 x 2.69 x $ 401 $ 359 1.59 x 1.55 x 1.51 x $ 2.13 $ 1.91 $ 1.68 $ 32.30 $ 31.35 $ 30.40

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Accretion / (Dilution) Analysis | Midstream Perspective 1.65 x Exchange Ratio | Pro Forma DPU Adjusted Per Midstream’s Counter LP DCF Per Share Accretion / (Dilution) DPS Accretion / (Dilution) -1% 2% 5% 56% 0% 0% 3% 5% $ 4.54 $ 4.29 $ 4.31 $ 4.10 $ 3.92 $ 3.75 $ 3.32 $ 3.24 2019 2020 2021 2022 2019 2020 2021 2022 -5% 0% -2% 1% 12% -4% -1% 1% $ 4.37 $ 4.29 $ 4.15 $ 4.10 2019 2020 2021 2022 2019 2020 2021 2022 Status Quo Pro Forma Accretion / (Dilution) Source: Arkose Projections and Bloomberg market data as of 13-Jul-2018 Note: Assumes 18.5mm shares issued to Series B. Pro forma coverage assumes distribution policy for 2019 set so that Midstream unitholders receive the same distribution as in the status quo case on an adjusted exchange ratio basis, then constant coverage thereafter. 13 Materials for Full GP Board ($1.91 Cash + 1.55 x Exchange $ 3.42 $ 3.39 $ 2.85 $ 2.73 $ 2.21 $ 2.21 $ 3.75 $ 3.77 $ 3.24 $ 3.18 $ 2.76 $ 2.61 Mix of Cash and Stock Ratio) $ 3.42 $ 3.53 $ 2.85 $ 2.85 $ 2.21 $ 2.21 $ 2.76 $ 2.73 All Equity Consideration (1.65 x Exchange Ratio)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Accretion / (Dilution) Analysis | Midstream Perspective 1.75 x Exchange Ratio | Pro Forma DPU Adjusted Per Midstream’s Counter LP DCF Per Share Accretion / (Dilution) DPS Accretion / (Dilution) 2% 5% 7% 8% 0% 2% 6% 8% $ 4.65 $ 4.42 $ 4.29 $ 4.10 $ 3.40 $ 3.24 $ 2.80 $ 2.76 2019 2020 2021 2022 2019 2020 2021 2022 -4% 0% 2% 34% 0% -3% 1% 3% $ 4.45 $ 4.29 $ 4.22 $ 4.10 2019 2020 2021 2022 2019 2020 2021 2022 Status Quo Pro Forma Accretion / (Dilution) Source: Arkose Projections and Bloomberg market data as of 13-Jul-2018 Note: Assumes 18.5mm shares issued to Series B. Pro forma coverage assumes distribution policy for 2019 set so that Midstream unitholders receive the same distribution as in the status quo case on an adjusted exchange ratio basis, then constant coverage thereafter. 14 Materials for Full GP Board ($2.36 Cash + 1.63 x Exchange $ 3.42 $ 3.45 $ 2.85 $ 2.77 $ 2.21 $ 2.21 $ 3.75 $ 3.83 $ 3.24 $ 3.23 $ 2.76 $ 2.65 Mix of Cash and Stock Ratio) $ 3.42 $ 3.61 $ 2.85 $ 2.91 $ 2.21 $ 2.21 $ 4.01 $ 3.75 All Equity Consideration (1.75 x Exchange Ratio)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Accretion / (Dilution) Analysis | Upstream Perspective Value of Midstream Distributions to Upstream on a Per Upstream Share Basis 1.65 x | No Cash 1.75 x | No Cash 1.96 x | No Cash 0% 7% 10% 12% 0% 0% 3% 5% 0% 2% 6% 8% 2019 2020 2021 2022 2019 2020 2021 2022 2019 2020 2021 2022 1.55 x | $1.91 / Midstream Unit 1.63x | $2.36 / Midstream Unit 1.75 x | $4.00 / Midstream Unit 3% -2% 2% 4% 4% 1% 4% 7% 6% 5% 9% 11% 2019 2020 2021 2022 2019 2020 2021 2022 2019 2020 2021 2022 Status Quo Pro Forma Accretion / (Dilution) Source: Arkose Projections and Bloomberg market data as of 13-Jul-2018 Note: Assumes 18.5mm shares issued to Series B. Pro forma coverage assumes distribution policy for 2019 set so that Midstream unitholders receive the same distribution as in the status quo case on an adjusted exchange ratio basis, then constant coverage thereafter. 15 $0.69 $0.69 $0.71 $0.69 $0.89 $0.89 $0.88 $0.89 $1.07 $1.07 $1.09 $1.11 $1.28 $1.28 $1.34 $1.35 $0.69 $0.69 $0.72 $0.69 $0.89 $0.89 $0.90 $0.91 $1.07 $1.07 $1.12 $1.13 $1.28 $1.28 $1.37 $1.38 $0.69 $0.69 $0.73 $0.69 $0.89 $0.89 $0.93 $0.95 $1.07 $1.07 $1.16 $1.18 $1.28 $1.28 $1.43 $1.44 Mix of Cash and Stock (Assumes Cash Portion Funds Stock Buy Back at Upstream) All Equity Consideration

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Analysis at Various Equity Values Pro Forma Arkose GP + Midstream % Upside from Current NA 5 % 10 % 15 % 20 % 30 % 40 % 50 % 60 % 75 % Implied Share Price / % Change vs. Current Share Price ($19.00) 1.60 x 1.65 1.70 1.75 Implied Share Price / % Change vs. Current Share Price ($30.01) 1.60 x 1.65 1.70 1.75 % Change vs. 23-Feb-2018 Indexed Price ($26.54) 1.60 x 1.65 1.70 1.75 % Change vs. 26-Jan-2018 Indexed Price ($29.10) 1.60 x 1.65 1.70 1.75 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 13-Jul-2018 Note: Analysis assumes 18.5mm shares issued to Series B. 1 PV10 calculated based on midyear convention and discounted to 30-Jun-2018. PV10 of residual step up calculated from PWC/Arkose provided depreciation schedule for step up in tax basis assuming 1.75x exchange ratio and share/unit prices as of 13-Jul-2018; analysis assumes 25.3% tax rate. 2 Arkose status quo equity value based on combined Midstream basic equity value (excludes LTIP), market implied Series B value, and GP equity value; DCF and total distributions net of cash taxes and SG&A at GP. Pro forma share count includes LTIP. 16 Materials for Full GP Board 1 % 6 % 11 % 16 % 21 % 31 % 41 % 51 % 61 % 76 % 2 % 7 % 12 % 17 % 22 % 32 % 42 % 53 % 63 % 78 % 3 % 8 % 13 % 18 % 24 % 34 % 44 % 54 % 65 % 80 % 4 % 9 % 15 % 20 % 25 % 35 % 46 % 56 % 67 % 82 % Exhange Ratio to Midstream 10 % 16 % 21 % 27 % 32 % 43 % 54 % 65 % 76 % 93 % 12 % 17 % 23 % 28 % 34 % 45 % 56 % 67 % 79 % 95 % 13 % 19 % 24 % 30 % 35 % 47 % 58 % 69 % 81 % 98 % 14 % 20 % 26 % 31 % 37 % 48 % 60 % 71 % 83 % 100 % Exhange Ratio to Midstream $ 29.25 / (3)% $ 29.61 / (1)% $ 29.96 / (0)% $ 30.71 / 2 % $ 32.17 / 7 % $ 33.64 / 12 % $ 35.10 / 17 % $ 38.02 / 27 % $ 40.95 / 36 % $ 43.87 / 46 % $ 46.80 / 56 % $ 51.18 / 71 % $ 31.09 / 4 % $ 32.57 / 9 % $ 34.05 / 13 % $ 35.53 / 18 % $ 38.49 / 28 % $ 41.46 / 38 % $ 44.42 / 48 % $ 47.38 / 58 % $ 51.82 / 73 % $ 31.46 / 5 % $ 32.96 / 10 % $ 34.46 / 15 % $ 35.95 / 20 % $ 38.95 / 30 % $ 41.95 / 40 % $ 44.94 / 50 % $ 47.94 / 60 % $ 52.43 / 75 % $ 30.30 / 1 % $ 31.81 / 6 % $ 33.33 / 11 % $ 34.84 / 16 % $ 36.36 / 21 % $ 39.39 / 31 % $ 42.42 / 41 % $ 45.45 / 51 % $ 48.48 / 62 % $ 53.02 / 77 % Exhange Ratio to Midstream Midstream Perspective $ 18.28 / (4)% $ 19.19 / 1 % $ 20.11 / 6 % $ 21.02 / 11 % $ 21.94 / 15 % $ 23.76 / 25 % $ 25.59 / 35 % $ 27.42 / 44 % $ 29.25 / 54 % $ 31.99 / 68 % $ 17.95 / (6)% $ 18.84 / (1)% $ 17.62 / (7)% $ 18.51 / (3)% $ 17.31 / (9)% $ 18.18 / (4)% $ 19.74 / 4 % $ 20.64 / 9 % $ 21.54 / 13 % $ 23.33 / 23 % $ 25.12 / 32 % $ 26.92 / 42 % $ 28.71 / 51 % $ 31.41 / 65 % $ 19.39 / 2 % $ 20.27 / 7 % $ 21.15 / 11 % $ 22.91 / 21 % $ 24.67 / 30 % $ 26.44 / 39 % $ 28.20 / 48 % $ 30.84 / 62 % $ 19.05 / 0 % $ 19.91 / 5 % $ 20.78 / 9 % $ 22.51 / 18 % $ 24.24 / 28 % $ 25.97 / 37 % $ 27.70 / 46 % $ 30.30 / 59 % Exhange Ratio to Midstream GP Perspective Illustrative PF Equity Value² $ 9,242 $ 9,704 $ 10,166 $ 10,628 $ 11,091 $ 12,015 $ 12,939 $ 13,863 $ 14,787 $ 16,174 Illustrative Uplift from $299mm PV10 of Forecasted S.Q. GP Cash Taxes + Residual Step Up: $10,1531 Illustrative Uplift from $299mm PV10 of Forecast S.Q. GP Cash Taxes: $9,5411

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Upstream Supplement Acceleration of Water Earn-out Illustrative Earn-Out Forecast (mm of barrels) Contingent Acquisition Consideration Liability 225 $ 250 2017-'19 Test 2018 - '20 Test 2017 - '19 Test 2018 - '20 Test Q4 '17A Q1 '18A Q2 '18A¹ Earn-out Threshold Forecast Total Estimated Payments Book Value Source: SEC filings and management projections 1 Cumulative millions of barrels of freshwater delivered from 2017 through March 31, 2018. Materials for Full GP Board 17 $ 125 $ 208 $ 212 $ 125 200 219 41 176 97 Terms of Water Acquisition Contingent Consideration Agreement to pay AR $125mm if AM delivers > 161k bpd of fresh water between January 1, 2017 and December 31, 2019 Additional $125mm if AM delivers > 200k bpd between January 1, 2018 and December 31, 2020 The liability is recorded on AM’s balance as the net present value of the contingent consideration — As time passes, AM recognizes accretion expense from the contingent consideration ($4mm in Q1 2018)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix A: Supplemental Materials

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Implied Premiums and Illustrative Ownership Impact at Various Exchange Ratios Last Close 30 Trading Day VWAP Illustrative Multiple Range Based on GP Offer and Midstream Counter Shares Issued for Midstream¹ 297 302 301 310 320 329 369 Metrics Current Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price At 23-Feb-2018 (Committee Formation) Last Close 30-Trading Day VWAP Midstream VWAP / GP Current Price Midstream GP Implied Premia $ 30.01 30.55 30.55 $ 19.00 19.02 19.00 0 % (2) (2) 2 % 0 (0) 1 % (0) (1) 4 % 3 3 8 % 6 6 24 % 22 22 $ 26.49 29.47 29.47 $ 19.19 20.66 19.19 14 % 11 3 16 % 13 5 23 % 27 % 23 42 % 37 28 4 7 11 14 At 26-Jan-2018 (1 Trading Day Prior to Strategic Review) Last Close 30-Trading Day VWAP Midstream VWAP / GP Current Price $ 33.13 30.23 30.23 $ 22.02 19.93 22.02 5 % 4 15 7 % 6 17 6 % 5 30 % 29 43 9 12 15 Source: Arkose Midstream and GP 2017 10-Ks and Bloomberg market data as of 13-Jul-2018 1 Includes ~1mm units under Midstream’s LTIP and ~187mm common units outstanding. 2 Illustrative number based on Series B settlement at 18.5mm fixed shares. 3 Includes ~1mm units under Midstream’s LTIP. 19 Supplemental Materials 10 %13 %16 % 1720 2427 16 %20 % 121619 11 % 9 9 Illustrative Exchange Ratios (Midstream / GP)1.58 x1.61 x1.60 x1.65 x1.70 x1.75 x1.96 x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Estimated Unitholder Basis Tax on Gain % of Public Groups 26% 31% 10% 11% 23% $ 4.11 Per Unit Basis Range $ 14 - 18 $ 19 - 22 $ 23 - 25 $ 26 - 28 $ 29 - 31 Tax on Gain¹ Source: Arkose Merger Model and tax basis calculation provided by PwC Note: Arkose Merger Model and tax basis calculation provided by PWC show bookend tax estimates based on assumed Midstream purchase prices of $32.35 and $25; tax on gain adjusted by the estimating capital gain taxes on incremental gains above $32.35 that are implied by a 1.75x exchange ratio. 1 Tax on gain calculation assumes a 37.0% ordinary income tax rate, 20.0% ordinary income deduction, a 23.8% capital gains tax rate, and 3.8% incremental tax rate on dividends and capital gains under the Affordable Care Act. Supplemental Materials 20 Public unitholders’ weighted average tax on gain: $2.36 $ 2.92 $ 1.89 $ 1.17 $ 0.39 $33.25 / Unit Assumed Total Consideration (1.75x Exchange Ratio | No Cash Consideration)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Relative Stock Price Performance Indexed Arkose Family | 5 Trading Day VWAP Basis Year-to-Date Since Special Committee 20 % 20 % 15 % 15 % 10 % 10 % 5 % 5 % 0 % 0 % (5)% (5)% (10)% (10)% (15)% (15)% (20)% (20)% (25)% (25)% Dec-2017 Mar-2018 May-2018 Jul-2018 Feb-2018 Apr-2018 May-2018 Jul-2018 Source: Bloomberg market data as of 13-Jul-2018 Supplemental Materials 21 GP (3)% GP 2 % Midstream 5 % Midstream 13 % Upstream 15 % 18-Jan-2018 Analyst Day 26-Feb-2018 Special Committee Formation Upstream 18 % 29-Jan-2018 Upstream Strategic Review

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Precedent Premia Analysis Midstream Simplification Transactions | Last Five Years Premia Paid¹ Announcement Date 30 Trading Day VWAP Target Acquirer Consideration Mix Taxable? 1 Day Parent to LP Merger 7-Feb-18 8-Feb-18 2-Jan-18 1-Feb-17 31-May-16 3-Nov-15 6-May-15 10-Aug-14 10-Aug-14 10-Aug-14 LP Buy-In 19-Jun-18 17-May-18 2-Jun-17 18-May-17 2-Mar-17 26-Sep-16 27-Aug-13 12-Aug-13 Tallgrass Energy Partners, LP² NuStar GP Holdings Archrock Partners, LP ONEOK Partners RoseRock Midstream Targa Resources Partners LP Crestwood Midstream Partners LP Kinder Morgan Partners El Paso Pipeline Partners Kinder Morgan Management, LLC Tallgrass Energy GP, LP NuStar Energy Archrock, Inc. ONEOK, Inc. Semgroup Corporation Targa Resources Corp. Crestwood Equity Partners LP Kinder Morgan, Inc. Kinder Morgan Kinder Morgan, Inc. Stock Stock Stock Stock Stock Stock Stock Mix Mix Stock Yes No Yes Yes Yes Yes No Yes Yes Yes 6 % 2 23 26 0 18 17 12 15 17 3 % 0 28 22 27 16 20 10 10 18 Cheniere Energy Partners LP Holdings, LLC Williams Partners L.P. World Point Terminals, LP PennTex Midstream Partners VTTI Energy Partners Columbia Pipeline Partners PAA Natural Gas Storage Pioneer Southwest Energy Partners Cheniere Energy, Inc. The Williams Companies, Inc. World Point Terminals Inc. Energy Transfer Partners Vitol / Buckeye Partners TransCanada Plains All American Pipeline Pioneer Natural Resources Stock Stock Cash Cash Cash Cash Stock Stock Yes Yes Yes Yes Yes Yes No Yes 2 6 1 18 6 11 7 1 7 13 2 20 7 17 4 7 Pending Publicly Announced LP Buy Ins³ 10-Jul-18 17-May-18 17-May-18 17-May-18 17-May-18 Transmontaigne Partners L.P. Spectra Energy Partners, LP Enbridge Energy Partners, L.P. Enbridge Energy Management, L.L.C. Enbridge Income Fund Holdings Inc. ArcLight Enbridge Inc. Enbridge Inc. Enbridge Inc. Enbridge Inc. Cash Stock Stock Stock Stock Yes Yes Yes No No 5 0 0 0 5 1 (2) 2 3 5 Source: Company filings and press releases, CapIQ, Bloomberg 1 For the all stock transactions, the 1-Day Premia paid is based on the Offer price based on acquirer stock price on the day prior to announcement effected for the exchange ratio offered to the target compared with the target’s market price on the day prior to announcement. The 30 Trading Day VWAP Premia Paid is calculated using the 30 Trading Day VWAP of the target as calculated on the day prior to the announcement of the target. The premia also include cash consideration on a per share basis when applicable. 2 Based on implied exchange ratio calculated as of announcement date of structural alternatives (07-Feb-2018). 22 Supplemental Materials High 26 % 28 % Median 9 12 Mean 10 13 Low 0 0

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Determining Arkose’s Overall Status Quo Yield ($ in millions, except per share / unit data) Calculation of Combined Equity Value Calculation of Equity Yield 2018E 2019E 2020E Basic Midstream Units (x) Midstream Unit Price 187 $ 30.01 Midstream LP DPU $ 1.72 $ 2.21 $ 2.85 Y.o.Y. Dist. Growth '18-'20E CAGR 29 % 29 % 29 % 29 % GP Shares (x) GP Share Price 186 $ 19.00 GP DPS $ 0.54 $ 0.89 $ 1.34 Y.o.Y. Dist. Growth¹ '18-'20E CAGR 163 % 58 % 65 % 51 % Blended Status Quo Family Multiples / Yields Distributable Cash Flow² Distributed Cash³ $ 558 427 $ 796 591 $ 950 802 Y.o.Y. Dist. Growth4 Pro Forma Distributable Cash Y.o.Y. Dist. Growth '18-'20E CAGR Pro Forma Distributed Cash5 Y.o.Y. Dist. Growth '18-'20E CAGR 47 % $ 560 NA 34 % $ 523 NA 28 % 38 % $ 819 46 % 36 % $ 1,001 22 % $ 674 29 % $ 858 27 % Source: Arkose Projections and Bloomberg market data as of 13-Jun-2018 Note: Share counts based on 1Q2018 Midstream and GP 10-Qs. 1 Based on 2017A DPS of $0.20 2 Based on GP status quo market cap and status quo Series B conversion. 3 Based on total DCF at Midstream, excluding taxes at GP. 4 2017 total distributions based on actual LP distributions and IDR cash flows adjusted for Series B take, G&A, and taxes at GP to approximate total distributions if GP had been public on 1-Jan-2017. 5 Pro forma growth rates assuming 1.1x coverage in 2018. Supplemental Materials 23 Arkose Midstream Total Basic Equity Value (Incl. Series B)$9,242 Implied Equity Value / Total DCF 16.6 x 11.6 x 9.7 x Implied Distribution Yield 4.6 % 6.4 % 8.7 % GP Equity Value$3,538 Implied Yield 2.8 % 4.7 % 7.0 % Midstream Basic Equity Value$5,613 Implied Yield 5.7 % 7.4 % 9.5 %

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Sources and Uses and Pro Forma Capitalization 1.75 x Exch. Ratio All-In Exchange Ratio | 1.63x GP Shares + & $2.36 Cash / Unit to Midstream | 18.5mm Shares To Series B Unitholders Sources Uses Midstream Existing Balance Sheet Cash $ 9 Purchase of Midstream Equity Settlement of Series B Units Transaction Costs Cash to Balance Sheet $ 6,339 352 13 10 GP Existing Balance Sheet Cash Cash Payment to Midstream Issuance of New Equity to Midstream Issuance of New Equity to Series B Unitholders $ 14 444 5,896 352 Capitalization Status Quo Pro Forma x LTM $ EBITDA x LTM $ EBITDA Consolidated Arkose Midstream (Midstream + GP) Cash RCF Borrowings 5.375% Senior Notes New Debt To Fund Cash Payment to Midstream $ 23 660 650 NA $ 23 660 650 444 Consolidated Liquidity Profile Consolidated Cash and Cash Equivalents (+) RCF Availability (-) RCF Borrowings $ 23 1,500 (660) $ 23 1,500 (660) Source: Arkose Merger Model tax basis calculations provided by PWC, Arkose Midstream and Arkose GP 1Q2018 10-Qs, filed 25-Apr-2018, Bloomberg market data as of 13-Jul-2018 24 Supplemental Materials LTM Adj. EBITDA$ 571 Total Consolidated Liquidity$ 863$ 863 Total Debt$ 1,3102.3 x$ 1,7543.1 x Net Debt1,2872.31,7313.0 Total Uses$ 6,714 Total Sources$ 6,714

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Combined Market Capitalization ($ in millions) Historical Combined Market Cap | Since 1-Jun-2017 YTD Combined Market Cap $ 11,000 $ 11,000 $ 10,000 $ 10,000 Market Cap $ 9,000 $ 9,000 Annc. $ 8,000 $ 8,000 $ 7,000 $ 7,000 Jun-2017 Sep-2017 Jan-2018 May-2018 Jan-2018 Feb-2018 Apr-2018 May-2018 Source: Company filings, Bloomberg market data as of 13-Jul-2018 Note: 1-Jun-2017 represents 21st day of public trading. Historical market cap does not include Midstream LTIP. The GP Peak Implied combined market cap is calculated by indexing the combined Arkose market cap from 26-Jan-2018 to the present based on the performance of the Alerian MLP index since that date. The Committee Announced implied market cap is calculated using the same methodology since 23-Feb-2018. Supplemental Materials 25 $ in millions GP Market Cap (+) Midstream Market Cap (+) Illustrative Series B Value $ in millions Combined $ 9,241 GP Peak Implied $ 9,134 Committee $ 8,640 Combined Market Cap $ 9,241 GP Peak Implied $ 9,134 Committee Annc. $ 8,640

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Exhibit (c)(27)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose August 3rd, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 2

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Impact of Cash Pool Consideration on Illustrative Impact of Cash Pool ($400mm) and Upstream and Midstream Elections 1.65 x All In Exchange Ratio $1.60 $2.13 $2.66 $4.05 $3.30 $2.79 $2.41 $2.13 1.65 x 1.65 x 1.65 x 1.65 x $ 400 $ 400 $ 400 $ 400 $ 400 All Equity $300mm Pool $400mm Pool $500mm Pool 0.0 % 25.0 % 50.0 % 75.0 % 100.0 % Equity Component Cash Component Cash to Upstream Cash to Midstream Source: Bloomberg market data as of 2-Aug-2018 3 $ 400 $ 74 $ 124 $ 161 $ 190 $ 326 $ 276 $ 239 $ 210 1.65 x 0.08 x 0.11 x 0.14 x 1.57 x 1.54 x 1.51 x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Impact of Cash Pool on Key Financial Metrics at New GP Net Leverage Breakeven Coverage1 Free Cash Flow2 Financing Surplus / (Need)2 1.65x All Equity 1.65x w/ $300 Pool 1.65x w/ $400 Pool 1.65x w/ $500 Pool Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 2-Aug-2018. 1 Based on total distributions assuming DPS set based off of Midstream S.Q. base case DPU divided by the all-in exchange ratio of 1.65x. 2 Assumes breakeven distributions paid. Additional Materials 4 2019E 2020E 2021E 2022E $ 78 2018E 2019E 2020E 2021E 2022E 2.3 x 2.2 x 2.2 x 2.1 x 2.0 x $ 380 $ 838 $ 1,118 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E $ 63 2.7 x 2.5 x 2.5 x 2.3 x 2.1 x $ 365 $ 823 $ 1,103 2018E 2019E 2020E 2021E 2022E 2.8 x 2.6 x 2.6 x 2.4 x 2.2 x 2019E 2020E 2021E 2022E $ 58 $ 360 $ 818 $ 1,098 2018E 2019E 2020E 2021E 2022E 2.9 x 2.8 x 2.6 x 2.5 x 2.3 x 2019E 2020E 2021E 2022E $ 53 $ 355 $ 813 $ 1,093 2019E $(612) 2019E 2020E 2021E 2022E 1.24 x 1.16 x 1.15 x 1.10 x 2020E 2021E 2022E $(509) $(230) $(161) 2019E 2020E 2021E 2022E $(606) $(497) 2019E 2020E 2021E 2022E 1.25 x 1.18 x 1.17 x 1.13 x $(212) $(137) 2019E 2020E 2021E 2022E $(604) $(493) 2019E 2020E 2021E 2022E 1.26 x 1.19 x 1.18 x 1.13 x $(206) $(129) 2019E 2020E 2021E 2022E $(602) $(489) 2019E 2020E 2021E 2022E 1.27 x 1.20 x 1.18 x 1.14 x $(200) $(121) Guidance: 2.0 – 2.5x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Impact of Cash Pool on Key Financial Metrics at New GP – Downside Case Assumes No Change in Cash Tax Profile in Downside Case Net Leverage Breakeven Coverage1 Free Cash Flow Financing Surplus / (Need) 1.65x All Equity 1.65x w/ $300 Pool 1.65x w/ $400 Pool 1.65x w/ $500 Pool Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 2-Aug-2018. 1 Based on total distributions assuming DPS set based off of Midstream S.Q. downside case DPU divided by the all-in exchange ratio of 1.65x. Additional Materials 5 2018E 2019E 2020E 2021E 2022E 2.3 x 2.4 x 2.1 x 2.0 x 1.9 x 2019E 2020E 2021E 2022E $ 270 $ 488 $ 829 $ 1,069 2018E 2019E 2020E 2021E 2022E 2.7 x 2.7 x 2.4 x 2.2 x 2.1 x 2019E 2020E 2021E 2022E $ 255 $ 473 $ 814 $ 1,054 2018E 2019E 2020E 2021E 2022E 2.8 x 2.8 x 2.4 x 2.3 x 2.2 x 2019E 2020E 2021E 2022E $ 250 $ 468 $ 809 $ 1,049 2018E 2019E 2020E 2021E 2022E 2.9 x 2.9 x 2.5 x 2.4 x 2.2 x 2019E 2020E 2021E 2022E $ 245 $ 463 $ 804 $ 1,044 2019E 2020E 2021E 2022E $(400) $(317) 2019E 2020E 2021E 2022E 1.09 x 1.19 x 1.16 x 1.14 x $(98) $ 1 2019E 2020E 2021E 2022E $(394) $(307) 2019E 2020E 2021E 2022E 1.10 x 1.21 x 1.18 x 1.17 x $(84) $ 19 2019E 2020E 2021E 2022E $(392) $(304) 2019E 2020E 2021E 2022E 1.10 x 1.22 x 1.18 x 1.17 x $(80) $ 25 2019E 2020E 2021E 2022E $(391) $(301) 2019E 2020E 2021E 2022E 1.10 x 1.22 x 1.19 x 1.18 x $(75) $ 31 Guidance: 2.0 – 2.5x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Impact of Cash Pool on Cash Available for Return of Capital at Upstream Illustrative Cash Flow to Upstream | $400 mm Cash Pool, 50% Election Immediate Cash Proceeds $2,002 $ 300 $ 400 $ 500 25 % 50 % 75 % (+) 2019E& 2020E Total Water Earn-out Payment ($250mm) Cash Proceeds + Water Payment $ 300 $ 400 $ 500 25 % 50 % At Close 2019 2020 2021 2022 Cumulative Immediate Cash Proceeds FCF Excl. Water Earn-Out & Midstream Distributions Water Earn-Out Distributions from Midstream 75 % Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 2-Aug-2018 Discussion Materials 6 $ 495 $ 576 $ 658 $ 457 $ 526 $ 595 $ 429 $ 489 $ 548 % of Midstream Electing Mixed Consideration Total Cash Pool $ 245 $ 326 $ 408 $ 207 $ 276 $ 345 $ 179 $ 239 $ 298 $(13) $(78) $276 $1,186 $250 $290 $276 $199 $125 $216 $262 $125 $326 $398 $165 % of Midstream Electing Mixed Consideration Total Cash Pool

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Upstream Total Cash Available for Repurchase Management Base Case | 1.65x All-in Exchange Ratio and Midstream Election Scenarios of 25%, 50%, & 75% $ 2,048 $ 2,031 $ 2,021 $ 2,002 $ 1,980 $ 1,955 $ 1,939 300mm Pool 400mm Pool 500mm Pool 300mm Pool 400mm Pool 500mm Pool 300mm Pool 400mm Pool 500mm Pool Immediate Cash Proceeds Water Earn-Out FCF Excluding Water Earn-Out & Midstream Distributions Distributions from Midstream Source: Arkose projections , Arkose Merger Model, and Bloomberg market data as of 2-Aug-2018. Note: Water earn-out payments assumes that midstream volumes are greater than threshold in 2019 and 2020 to trigger both $125mm payments, consistent with management’s forecast. 7 $ 1,784 $ 2,085 $ 1,977 $ 1,136 $ 1,164 $ 1,163 $ 1,183 $ 1,186 $ 1,192 $ 1,201 $ 1,208 $ 1,220 1,244 $ 290 $ 290 $ 290 $ 290 $ 290 $ 290 $ 290 $ 290 $ 290 $ 250 $ 250 $ 250 290 $ 250 $ 250 $ 250 $ 250 $ 250 $ 250 $ 408 $ 326 $ 345 $ 298 $ 276 250 $ 245 $ 239 $ 207 $ 179 Status Quo 25% +25% +25% +50% +50% +50% +75% +75% +75% + 50% Midstream Election 75% Midstream Election 25% Midstream Election

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Ownership Impact and “Alignment” Midstream GP 1.65x Exchange Ratio Management & Board 1% Management & Board 12% Legacy GP Public 15% Management & Board 22% Sponsors 14% Public 41% Public 46% Upstream 53% Midstream Public 28% Sponsors 37% Upstream 32% Mana ement Independent 29% Management 29% Independent 56% onsors 22% Sponsors 43% Source: Arkose Midstream and Arkose GP 2017 10-K, 1Q2018 10-Q, Form 4 & 5 filings, and Thomson Discussion Materials 8 9 Directors 7 Directors Governance Economic Pro Forma Status Quo Draft – To Discuss

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed based on GP Peak (26-Jan-2018) and Day Prior to Special Committee Formation (23-Feb-2018) Midstream GP $ 34.00 $ 24.00 $ 33.89 $ 32.00 $ 22.00 $ 31.35 $ 30.00 $ 20.84 $ 20.71 $ 20.00 $ 28.59 $ 28.00 $ 19.04 $ 26.00 $ 18.00 $ 24.00 $ 16.00 $ 22.00 $ 20.00 $ 14.00 Jan-2018 Mar-2018 May-2018 Jul-2018 Jan-2018 Mar-2018 May-2018 Jul-2018 Absolute Price AMZ Indexed (26-Jan) AMZ Indexed (23-Feb) Source: Bloomberg market data as of 02-Aug-2018 9

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Exhibit (c)(28)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose August 11rd, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 2

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Review of Offers to Date Summary of Economic Terms Date Proposal Summary 4-Jun-2018 GP Proposal 1.60x Exchange Ratio (All equity) 20-Jul-2018 Revised GP Proposal 1.65x Exchange Ratio (All equity) 1.91x Exchange Ratio (1.71x + $3.84/unit cash) Response 3 25-Jul-2018Revised Midstream / Upstream 14-Jul-2018Midstream / Upstream Response1.96x Exchange Ratio (1.75x + $4/unit cash)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed based on GP Peak (26-Jan-2018) and Day Prior to Special Committee Formation (23-Feb-2018) Midstream GP $ 36.00 $ 24.00 $ 34.00 $ 22.00 $ 32.25 $ 32.00 $ 31.79 $ 21.13 $ 21.00 $ 30.00 $ 20.00 $ 28.99 $ 19.34 $ 28.00 $ 18.00 $ 26.00 $ 24.00 $ 16.00 $ 22.00 $ 20.00 $ 14.00 Jan-2018 Mar-2018 May-2018 Aug-2018 Jan-2018 Mar-2018 May-2018 Aug-2018 Absolute Price AMZ Indexed (26-Jan) AMZ Indexed (23-Feb) Source: Bloomberg market data as of 10-Aug-2018 4

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream and GP Market Cap Based on 5-Trading Day VWAP & AMZ Mechanics | Since 01-Jun-2017 Index | Status Quo Series B Conversion 66% 64% 63% 62% 60% 60% 58% 57% 56% 54% Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 Source: Bloomberg market data as of 10-Aug-2018 5

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream and GP Market Cap Based on 5-Trading Day VWAP & AMZ Index | Status Quo Series B Conversion Mechanics | Since 01-Jun-2017 Exchange Ratio Required To Equal Percent of Total Status Quo Equity (Assuming 18.5mm Shares to Series B) 2.0000 x 1.8041 x 1.8000 x 1.6221 x 1.6000 x 1.4602 x 1.4000 x 1.2000 x 1.0000 x Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 2.0000 x 1.8000 x 1.6840 x 1.6000 x 1.5140 x 1.3629 x 1.4000 x 1.2000 x 1.0000 x Jun-17 Aug-17 Oct-17 Dec-17 AMZ Indexed (26-Jan) Mar-18 May-18 Aug-18 Absolute AMZ Indexed (23-Feb) Source: Bloomberg market data as of 10-Aug-2018 1 Defined as the exchange ratio that results in Midstream owning an percent of the pro forma company equivalent to their percentage of the observed market cap, with GP’s shares plus the 18.5mm shares equivalent to GP’s percentage of the observed market cap. 2 Defined as the exchange ratio that results in GP owning a percent of the pro forma company equivalent to its percentage of the observed market cap, with Midstream’s units plus the portion of the 18.5mm shares issued to the Series B that is in excess of the market conversion mechanism of the Series B equivalent to GP’s portion of the observed market cap. The portion of the 18.5mm units issued to the Series B that would also be issued based on the status quo mechanism is included in GP’s ownership. 6 GP Perspective2 Midstream Perspective1

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Implied Premiums and Illustrative Ownership Impact at Various Exchange Ratios Last Close 30 Trading Day VWAP Illustrative Exchange Ratio Range Based on Initial GP Offer and Current Midstream Counter Shares Issued for Midstream¹ 314 307 310 320 329 339 348 Metrics Current Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price At 23-Feb-2018 (Committee Formation) Last Close 30-Trading Day VWAP Midstream VWAP / GP Current Price Midstream GP Implied Premia $ 32.25 31.05 31.05 $ 19.34 19.04 19.34 0 % 2 4 (2)% 0 2 (1)% 1 3 2 % 4 6 5 % 7 9 $ 26.49 29.47 29.47 $ 19.19 20.66 19.19 23 % 27 % 23 30 % 26 34 % 30 20 9 6 7 11 14 17 At 26-Jan-2018 (1 Trading Day Prior to Strategic Review) Last Close 30-Trading Day VWAP Midstream VWAP / GP Current Price Pro Forma Ownership - All Equity Midstream Series B GP $ 33.13 30.23 30.23 $ 22.02 19.93 22.02 8 % 8 23 % 22 35 9 12 15 19 21 19 60.5 % 3.6 35.9 60.0 % 3.6 36.4 60.3 % 3.6 36.1 61.0 % 3.5 35.5 61.7 % 3.5 34.9 62.3 % 3.4 34.3 63.0 % 3.3 33.7 10-20% Premium Source: Arkose Midstream and GP 2017 10-Ks and Bloomberg market data as of 10-Aug-2018 1 Includes ~1mm units under Midstream’s LTIP and ~187mm common units outstanding. 7 10 %13 %16 %20 % 20 242731 11 % 10 20 % 1619 21 % 18 % 1714 8 % 11 % 1013 1215 Illustrative Exchange Ratios (Midstream / GP)1.67 x1.63 x1.65 x1.70 x1.75 x1.80 x1.85 x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Analysis at Various Equity Values Pro Forma Arkose GP + Midstream Illustrative Equity Uplift Before Cash Consideration 0 % 5 % 10 % 15 % 25 % 35 % 45 % 55 % 65 % 75 % Illustrative Equity Value Before Cash Consideration (Current Combined Equity, 5-75% Increase in Value) (-) Cash Consideration (Illustrative $400mm Cash Pool) $ 9,762 $ 10,250 $ 10,739 $ 11,227 $ 12,203 $ 13,179 $ 14,155 $ 15,132 $ 16,108 $ 17,084 0 0 0 0 0 0 0 0 0 0 % PF Change in Equity Value 0 % 5 % 10 % 15 % 25 % 35 % 45 % 55 % 65 % 75 % Implied Share Price / % Change vs. Current Share Price ($19.34) 1.650 x 1.750 1.850 Implied Share Price + Pro Rata Cash Proceeds / % Premium vs. Current Share Price ($32.25) 1.650 x 1.750 1.850 % Premium vs. 23-Feb-2018 Indexed Price ($28.53) 1.650 x 1.750 1.850 % Premium vs. 26-Jan-2018 Indexed Price ($31.28) 1.650 x 1.750 1.850 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 10-Aug-2018 Note: Analysis assumes 18.5mm shares issued to Series B. Exchange ratios shown reflect 1.65x, 1.75x, and 1.85x all in exchange ratios after incorporating the $400mm cash pool. 1 PV10 calculated based on midyear convention and discounted to 30-Jun-2018. PV10 of residual step up calculated from PWC/Arkose provided depreciation schedule for step up in tax basis assuming 1.75x exchange ratio and share/unit prices as of 03-Aug-2018; analysis assumes 25.3% tax rate. 2 Arkose status quo equity value based on combined Midstream basic equity value (excludes LTIP), market implied Series B value, and GP equity value; DCF and total distributions net of cash taxes and SG&A at GP. Pro forma share count includes LTIP. 8 (0)% 5 % 10 % 15 % 25 % 35 % 45 % 55 % 65 % 75 % 2 % 7 % 13 % 18 % 28 % 38 % 48 % 59 % 69 % 79 % 4 % 10 % 15 % 20 % 31 % 41 % 51 % 62 % 72 % 83 % Exchange Ratio to Midstream 10 % 15 % 21 % 26 % 37 % 48 % 59 % 70 % 81 % 92 % 12 % 18 % 23 % 29 % 40 % 51 % 63 % 74 % 85 % 96 % 15 % 20 % 26 % 32 % 43 % 55 % 66 % 78 % 89 % 100 % Exchange Ratio to Midstream $ 31.27 / (3)% $ 32.00 / (1)% $ 32.83 / 2 % $ 34.40 / 7 % $ 35.96 / 12 % $ 39.09 / 21 % $ 42.22 / 31 % $ 45.34 / 41 % $ 48.47 / 50 % $ 51.60 / 60 % $ 54.72 / 70 % $ 33.60 / 4 % $ 35.20 / 9 % $ 36.80 / 14 % $ 40.00 / 24 % $ 43.20 / 34 % $ 46.40 / 44 % $ 49.60 / 54 % $ 52.80 / 64 % $ 56.00 / 74 % $ 32.67 / 1 % $ 34.31 / 6 % $ 35.94 / 11 % $ 37.58 / 17 % $ 40.84 / 27 % $ 44.11 / 37 % $ 47.38 / 47 % $ 50.65 / 57 % $ 53.91 / 67 % $ 57.18 / 77 % Exchange Ratio to Midstream Midstream Perspective $ 18.95 / (2)% $ 19.90 / 3 % $ 20.85 / 8 % $ 21.80 / 13 % $ 23.69 / 22 % $ 25.59 / 32 % $ 27.48 / 42 % $ 29.38 / 52 % $ 31.27 / 62 % $ 33.17 / 71 % $ 18.28 / (5)% $ 19.20 / (1)% $ 17.66 / (9)% $ 18.55 / (4)% $ 20.11 / 4 % $ 21.03 / 9 % $ 22.86 / 18 % $ 24.68 / 28 % $ 26.51 / 37 % $ 28.34 / 47 % $ 30.17 / 56 % $ 32.00 / 65 % $ 19.43 / 0 % $ 20.31 / 5 % $ 22.08 / 14 % $ 23.84 / 23 % $ 25.61 / 32 % $ 27.38 / 42 % $ 29.14 / 51 % $ 30.91 / 60 % Exchange Ratio to Midstream GP Perspective Illustrative PF Equity Value² $ 9,762 $ 10,250 $ 10,739 $ 11,227 $ 12,203 $ 13,179 $ 14,155 $ 15,132 $ 16,108 $ 17,084 Illustrative Uplift from $289mm PV10 of Forecasted S.Q. GP Cash Taxes + Residual Step Up: $10,1271 Illustrative Uplift from $289mm PV10 of Forecast S.Q. GP Cash Taxes: $9,6511

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix A: Additional Reference Materials

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Analysis at Various Equity Values Pro Forma Arkose GP + Midstream Illustrative Equity Uplift Before Cash Consideration 0 % 5 % 10 % 15 % 25 % 35 % 45 % 55 % 65 % 75 % Illustrative Equity Value Before Cash Consideration (Current Combined Equity, 5-75% Increase in Value) (-) Cash Consideration (Illustrative $400mm Cash Pool) $ 9,762 $ 10,250 $ 10,739 $ 11,227 $ 12,203 $ 13,179 $ 14,155 $ 15,132 $ 16,108 $ 17,084 (400) (400) (400) (400) (400) (400) (400) (400) (400) (400) % PF Change in Equity Value (4)% 1 % 6 % 11 % 21 % 31 % 41 % 51 % 61 % 71 % Implied Share Price / % Change vs. Current Share Price ($19.34) 1.540 x 1.64 1.74 Implied Share Price + Pro Rata Cash Proceeds / % Premium vs. Current Share Price ($32.25) 1.540 x 1.640 1.740 % Premium vs. 23-Feb-2018 Indexed Price ($28.53) 1.540 x 1.640 1.740 % Premium vs. 26-Jan-2018 Indexed Price ($31.28) 1.540 x 1.640 1.740 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 10-Aug-2018 Note: Analysis assumes 18.5mm shares issued to Series B. Exchange ratios shown reflect 1.65x, 1.75x, and 1.85x all in exchange ratios after incorporating the $400mm cash pool. 1 PV10 calculated based on midyear convention and discounted to 30-Jun-2018. PV10 of residual step up calculated from PWC/Arkose provided depreciation schedule for step up in tax basis assuming 1.75x exchange ratio and share/unit prices as of 03-Aug-2018; analysis assumes 25.3% tax rate. 2 Arkose status quo equity value based on combined Midstream basic equity value (excludes LTIP), market implied Series B value, and GP equity value; DCF and total distributions net of cash taxes and SG&A at GP. Pro forma share count includes LTIP. 10 Additional Reference Materials 0 % 2 % 5 % 10 % 15 % 24 % 34 % 44 % 53 % 63 % 73 % 7 % 12 % 17 % 27 % 37 % 47 % 57 % 67 % 77 % 5 % 10 % 15 % 20 % 30 % 40 % 51 % 61 % 71 % 81 % Exchange Ratio to Midstream 10 % 15 % 20 % 26 % 36 % 47 % 58 % 68 % 79 % 90 % 12 % 18 % 23 % 29 % 40 % 51 % 62 % 72 % 83 % 94 % 15 % 20 % 26 % 32 % 43 % 54 % 65 % 76 % 88 % 99 % Exchange Ratio to Midstream $ 31.29 / (3)% $ 32.81 / 2 % $ 34.33 / 6 % $ 35.85 / 11 % $ 38.89 / 21 % $ 41.93 / 30 % $ 44.97 / 39 % $ 48.01 / 49 % $ 51.05 / 58 % $ 54.09 / 68 % $ 32.04 / (1)% $ 33.60 / 4 % $ 35.16 / 9 % $ 36.72 / 14 % $ 39.84 / 24 % $ 42.96 / 33 % $ 46.08 / 43 % $ 49.20 / 53 % $ 52.32 / 62 % $ 55.44 / 72 % $ 32.75 / 2 % $ 34.34 / 6 % $ 35.94 / 11 % $ 37.53 / 16 % $ 40.73 / 26 % $ 43.92 / 36 % $ 47.11 / 46 % $ 50.31 / 56 % $ 53.50 / 66 % $ 56.69 / 76 % Exchange Ratio to Midstream Midstream Perspective $ 18.94 / (2)% $ 18.24 / (6)% $ 19.92 / 3 % $ 20.91 / 8 % $ 21.90 / 13 % $ 23.87 / 23 % $ 25.85 / 34 % $ 27.82 / 44 % $ 29.80 / 54 % $ 31.77 / 64 % $ 33.75 / 74 % $ 19.19 / (1)% $ 20.14 / 4 % $ 21.10 / 9 % $ 23.00 / 19 % $ 24.90 / 29 % $ 26.80 / 39 % $ 28.70 / 48 % $ 30.61 / 58 % $ 32.51 / 68 % $ 17.60 / (9)% $ 18.51 / (4)% $ 19.43 / 0 % $ 20.35 / 5 % $ 22.18 / 15 % $ 24.02 / 24 % $ 25.85 / 34 % $ 27.69 / 43 % $ 29.52 / 53 % $ 31.36 / 62 % Exchange Ratio to Midstream GP Perspective Illustrative PF Equity Value² $ 9,362 $ 9,850 $ 10,339 $ 10,827 $ 11,803 $ 12,779 $ 13,755 $ 14,732 $ 15,708 $ 16,684 Illustrative Uplift from $289mm PV10 of Forecasted S.Q. GP Cash Taxes + Residual Step Up: $10,1271 Illustrative Uplift from $289mm PV10 of Forecast S.Q. GP Cash Taxes: $9,6511

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream and GP Market Cap Based on 5-Trading Day VWAP & AMZ Index | Status Quo Series B Conversion Mechanics | Since 1-Jun-2018 Midstream Market cap $ 7,000 $ 6,500 $ 6,027 $ 5,940 $ 5,526 $ 6,000 $ 5,500 $ 5,000 $ 4,500 $ 4,000 Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 GP Market Cap $ 4,500 $ 4,119 $ 3,985 $ 4,000 $ 3,635 $ 3,500 $ 3,000 $ 2,500 Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 Source: Bloomberg market data as of 10-Aug-2018 Additional Reference Materials 11

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Determining Arkose’s Overall Status Quo Yield ($ in millions, except per share / unit data) Calculation of Combined Equity Value Calculation of Yield Based on Current Prices Based on 26-Jan Index Based on 23-Feb Index AMZ Indexed Price Current Close 26-Jan 23-Feb 2019 2020 2019 2020 2019 2020 Basic Midstream Units (+) Midstream LTIP 187 1 Midstream Diluted Unit Count (x) Midstream Unit Price 188 $ 32.25 Midstream LP DPU (/) Midstream Unit Price $ 2.21 32.25 $ 2.85 32.25 $ 31.79 $ 28.99 31.79 31.79 28.99 28.99 Current Premium (Discount) to Index 1 % 11 % GP Shares (+) Series B Converted Shares¹ 186 4.9 186 5.5 186 5.5 GP Diluted Share Count (x) GP Share Price 191 $ 19.34 192 $ 21.13 192 $ 21.00 GP DPS (/) GP Share Price $ 0.89 19.34 $ 1.34 19.34 21.13 21.13 21.00 21.00 Current Premium (Discount) to Index (9)% (8)% Distributable Cash Flow² Distributed Cash³ $ 795 591 $ 950 802 Current Premium (Discount) to Index (3)% 3 % Source: Arkose Projections and Bloomberg market data as of 10-Aug-2018 Note: Share counts based on 2Q2018 Midstream and GP 10-Qs. 1 Current Close based on 20-day VWAP; Indexed Series B values based on GP status quo market cap and status quo Series B conversion. 2 Based on total DCF at Midstream, excluding taxes at GP. 3 Based on distributions to LPs at Midstream, distributions to Series B unitholders, and dividends to GP shareholders. Additional Reference Materials 12 11.9 x10.0 x 6.2 %8.5 % 12.6 x10.6 x 5.9 %8.0 % Implied Equity Value / Total DCF12.3 x10.3 x Implied Distribution Yield6.1 %8.2 % Arkose GP Diluted Equity Value$ 9,763$ 10,030$ 9,479 4.2 %6.4 % 4.2 %6.3 % Implied Yield4.6 %6.9 % GP Diluted Equity Value$ 3,696$ 4,050$ 4,025 7.6 %9.8 % 7.0 %9.0 % Implied Yield6.9 %8.8 % Midstream Diluted Equity Value$ 6,067$ 5,980$ 5,454

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix B: Potential Exhibits for Revised Offer Letter

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Many of Midstream’s Investors Sensitive Are Not Tax More Than Half Of the Units Are Shielded by Upstream’s NOLs … Estimated Burdens | 1.65x Exchange Ratio PPublic 47% UUpstream 53% $ 3.42 … And Many Of The Public Units Are Held In Entities That Are Less Sensitive to Tax Considerations Other 39% Corporations 53% Federal Taxes Only Federal Taxes + State and Local Taxes Federal Taxes + State and Local Taxes + Taxes On Incremental Consideration to Cover Taxes Tax Exempt Entities 7% Foreign Entities 7% Source: Arkose Merger Model, tax basis information provided by PWC, and Bloomberg market data as of 10-Aug-2018 Note: Tax exempt entities include exempt organizations, pension plans, IRAs, and Roth IRAs. Other includes partnerships, individuals, trusts, clearing entities, estates, qualified retirement plans, unknown entities, and educational IRAs. 14 Potential Exhibits for Revised Offer Letter $ 2.43 $ 1.98

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Turnover in Midstream’s Investor Base Suggest Tax Implications are Primarily a Matter of Timing The present value impact of accelerating a unitholder’s tax liability is minimal3 On average, ~1% of Midstream’s float is traded on a given day 1,200 1,000 $ 2.43 800 600 400 322 200 187 161 0 Aug-17 Nov-17 Feb-18 May-18 Aug-18 Sell Midstream Unit in ~1.25 Years Taxable Exchange of Midstream Unit for 1.65 x GP Shares Days to Turn Over Top Quartile Bottom Quartile Source: Arkose Merger Model and tax basis information provided by PWC, Thomson Reuters shareholder data, Blomberg market data as of 10-Aug-2018 1 Float based on total public units and daily VWAP. 2 Assumes 252 trading days per year. 3 Includes state and local taxes, implying a tax liability of $2.27 today. For illustrative purpose, analysis assumes no change in tax liability upon sale in 1.25 years. Present value analysis assuming 10% discount rate. 15 Potential Exhibits for Revised Offer Letter Trading Days to Turnover (Float / Daily Value Traded)¹ $2.15 Summary Statistics Days toYears to TurnoverTurnover² Bottom Quartil 161 0.64 Median 225 0.89 Top Quartile 322 1.28

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Midstream Unitholders Are Better Off Even Accounting for Incremental Cash Taxes $ 2.21 $ 0.00 $ 0.01 $ 0.00 $ 31.91 $ 3.53 $ 2.85 $ 0.40 $ 0.11 At Close 2019 2020 2021 2022 Sale at YE 2022 Pre Tax Cash Flow || Cash Taxes || After Tax Cash Flow Source: Arkose Projections, Arkose Merger Model, tax basis calculations provided by PWC, and Bloomberg market data as of 10-Aug-2018 16 Potential Exhibits for Revised Offer Letter (1.65 x Exchange Ratio | No Cash) $ 4.30 $ 2.21$ 0.19$ 0.28 $ 2.09 $ 29.82 $ 3.90 $ 3.25 $ 2.65 $ 2.10 $(2.43) PV10 of Cash Flows: $ 27.60 Pro Forma $ 4.10 $ 2.85$ 3.42$ 0.01 $ 32.25 $ 7.09 $ 25.16 $ 4.09 $ 3.41 $ 2.85 N/A $ 2.21 At Close2019202020212022 Sale at YE 2022 PV10 of Cash Flows: $ $27.38 Status Quo

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Basis of Presentation – Status Quo After Tax Cash Flow to Midstream Unitholders 2018 2019 2020 2021 2022 Terminal Midstream Distributions (-) Projected Tax Liability1 $ 1.72 0.00 $ 2.21 (0.00) $ 2.85 (0.00) $ 3.42 (0.01) $ 4.10 (0.01) Basis at YE17 (-) Distributions Received (2018-2022) (+) Net Income Allcoated (2018-2022) $ 23.27 (14.30) (2.83) Basis at YE2022 $ 6.14 Sale at 12/31/2022 - Assumes Current Midstream Unit Price (-) Basis at YE2022 (-) Passive Activity Losses at YE2022 $ 32.25 (6.14) (3.96) Gains Subject to Tax $ 22.15 Ordinary Gain / (Loss) Capital Gain / (Loss) $ 18.94 3.21 Total Gain / (Loss) $ 22.15 Tax Rate Total Cash Taxes Upon Sale $ 7.09 Sale at 12/31/2022 - Assumes Current Midstream Unit Price (-) Total Cash Taxes Upon Sale $ 32.25 (7.09) Net Proceeds from Sale of Unit $ 25.16 Status Quo After Tax Cash Flows to Midstream Unitholders $ 2.21 $ 2.85 $ 3.41 $ 4.09 $ 25.16 Source: Arkose Projections, Arkose Merger Model, tax basis calculations provided by PWC, and Bloomberg market data as of 10-Aug-2018 1 Based on PWC projected income allocation and assumed 33.4% ordinary income tax rate. 2 Includes 37% ordinary income rate, 20% partnership deduction on ordinary income, and 3.8% investment income tax rate. 17 Potential Exhibits for Revised Offer Letter PV of Cash Flows (YE 2018)$2.11$2.47$2.69$2.93$17.18 Net Present Value$ 27.38 Ordinary Income Taxes² Capital Gain / (Loss) 33.4% $ 6.33 0.76 23.8% After Tax Distribution$ 1.72$ 2.21$ 2.85$ 3.41$ 4.09

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Basis of Presentation – Pro Forma After Tax Cash Flow to Midstream Unitholders 1.65 x Exchange Ratio | All Equity 2018 2019 2020 2021 2022 Terminal Tax Basis at Year End 2017 Taxes Incurred in Merger Cash Received from Offer Stepped Up Basis Upon Close $ 23.27 (2.43) 0.00 31.91 Dividends to Pro Forma Midstream Unitholder % RoC % QD Return of Capital $2.21 80% 20% $1.76 0.45 (0.11) $2.85 71% 29% $2.03 0.81 (0.19) $3.53 67% 33% $2.36 1.17 (0.28) $4.30 61% 39% $2.64 1.66 (0.40) Qualified Dividends Projected Tax Liability Tax Rate Sale at 12/31/22 - Assumes No Change in Value from Consideration Received in Transaction (-) Basis on Conversion (+) Dividends Treated as Return of Captial $ 31.91 (31.91) 8.79 Gain on Sale Tax on Gain Tax Rate $ 8.79 $ 2.09 Sale at 12/31/22 - Assumes No Change in Value from Consideration Received in Transaction (-) Taxes on Gain 31.91 (2.09) Net Proceeds $ 29.82 Total Cash Flow (2.43) $2.10 $2.65 $3.25 $3.90 $ 29.82 Source: Arkose Projections, Arkose Merger Model, tax basis calculations provided by PWC, and Bloomberg market data as of 10-Aug-2018 18 Potential Exhibits for Revised Offer Letter PV of Cash Flows (YE 2018)$(2.43)$ 2.00$ 2.30$ 2.56$ 2.80$ 20.37 Net Present Value$ 27.60 23.8% After Tax Distributions$2.10$2.65$3.25$3.90 23.8%

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Exhibit (c)(29)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose August 20th, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 2

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Review of Offers to Date Summary of Economic Terms Date Proposal Summary 4-Jun-2018 GP Proposal 1.60x Exchange Ratio (All equity) 20-Jul-2018 Revised GP Proposal 1.65x Exchange Ratio (All equity) 1.91x Exchange Ratio (1.71x + $3.84/unit cash) Response 12-Aug-2018 Revised GP Proposal 1.70x Exchange Ratio (All equity) 1.865x Exchange Ratio (1.71x + $3.00/unit cash) Response (In Person) 14-Aug-2018 Revised GP Proposal (In Person) 1.70x Exchange Ratio (1.5449 x + $3/unit cash) Note: All-in exchange ratios based on the exchange ratio equivalent to the cash component based on the price date referenced in the respective offers. 3 14-Aug-2018Revised Midstream / Upstream 25-Jul-2018Revised Midstream / Upstream 14-Jul-2018Midstream / Upstream Response1.96x Exchange Ratio (1.75x + $4/unit cash)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Key Terms and Conditions Description of Transactions Consideration to Midstream 14-Aug Offers Midstream Transaction GP Midstream GP converts into Delaware C-Corp GP acquires all outstanding units of Midstream for a mix of cash and stock, issuing [1.5449x] shares and paying [$3.00 per unit] in cash, representing an aggregate exchange ratio of 1.70x as of 10-Aug-2018, the reference date used in prior negotiations Taxable transaction to Midstream unitholders — Basis step up, combined with the step-up from Series B transaction, expected to fully shield the pro forma company from cash taxes through 2021, with minimal (<$20mm) cash taxes in 2022 and substantial tax attributes remaining at the end of the forecast period Assumed that coverage ratio adjusted so that Midstream unitholders are made whole on an “All-In” Exchange Ratio basis through Q4 2019, pending approval by New AMGP board Equity Exchange Ratio (x) GP Share Price (10-Aug-2018) 1.5449 x $ 19.34 1.7100 x $ 19.34 Equity Value of Offer (+) Cash Consideration Per Unit $ 29.88 3.00 $ 33.07 3.00 Pro Forma Shares Outstanding GP Shares 186.2 186.2 Midstream Units (+) Midstream LTIP 187.0 1.1 187.0 1.1 Midstream Fully Diluted Units (x) Equity Exchange Ratio 188.1 1.5449 x 188.1 1.7100 x Shares Issued to Midstream 290.6 321.7 GP Shares to Series B Unitholders 18.5 18.5 Settlement of Series B Profit Interests in IDR LLC Series B units of IDR LLC exchanged at Transaction Announcement for 18.5mm shares of GP Conditioned on completion of the Midstream transaction Pro Forma Shares Outstanding 495.3 526.4 Pro Forma Ownership GP Shareholders Midstream Unitholders Series B Unitholders 37.6 % 58.7 3.7 35.4 % 61.1 3.5 Proposed Shareholder / Unitholder Votes Majority of public unaffiliated shareholders of GP and Midstream to vote separately to approve transaction Source: Arkose Midstream and Arkose GP 2017 1Q 10-Qs and Bloomberg market data as of 16-Aug-2018 4 Total Offer Value $ 32.88 $ 36.07 "All In" Exchange Ratio¹1.7000 x1.8651 x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Sources and Uses and Pro Forma Capitalization 1.70 x Exchange Ratio to Midstream | 18.5mm Shares to Series B Unitholders Sources Uses Midstream Existing Balance Sheet Cash (Est. YE 2018) Issuance of New Debt to Fund Transaction¹ $ 5 577 Purchase of Midstream Equity - Equity Consideration Purchase of Midstream Equity - Cash Consideration Settlement of Series B Units Cash to Balance Sheet Transaction Expenses $ 5,621 564 358 5 13 GP Existing Balance Sheet Cash (Est. YE 2018) Issuance of New Equity to Midstream Issuance of New Equity to Series B Unitholders $ 0 5,621 358 Estimated Capitaliation at YE 2018 Status Quo Pro Forma x LTM $ EBITDA x LTM $ EBITDA Consolidated Arkose Midstream (Midstream + GP) Cash RCF Borrowings Senior Notes New Debt to Fund Transaction Capitalization of Water Drop Down (2019E) $ 5 498 1,150 - 125 $ 5 498 1,150 577 125 Consolidated Liquidity Profile Consolidated Cash and Cash Equivalents (+) RCF Availability (-) RCF Borrowings (Assumes Cash Payment Funded by Revolver) $ 5 1,500 (498) $ 5 1,500 (1,075) Source: Arkose Projections, Arkose Midstream and Arkose GP 2Q2018 10-Qs, and Bloomberg market data as of 16-Aug-2018 Note: GP and AM prices as of 10-Aug-2018. 1 Includes transaction expenses. 5 LTM Adj. EBITDA (YE 2018) $ 730 Total Consolidated Liquidity $ 1,007 $ 430 Total Debt $ 1,773 2.4 x $ 2,350 3.2 x Nebt Debt 1,768 2.4 2,345 3.2 Total Uses $ 6,561 Total Sources $ 6,561

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Impact of Cash Pool on Key Financial Metrics at New GP Management Base Case | Illustrative 1.700x All-in Exchange Ratio Net Leverage Breakeven Coverage1 2018 2019 2020 2021 2022 2019 2020 2021 2022 Free Cash Flow2 Financing Surplus / (Need)2 2019 2020 2021 2022 2019 2020 2021 2022 Status Quo 1.700 x Aggregate Exchange Ratio | $3 / Unit Cash Pool Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 16-Aug-2018 1 Based on total distributions assuming DPS set based off of Midstream S.Q. base case DPU divided by the all-in exchange ratio of 1.70x. 2 Assumes breakeven distributions paid. 6 $ 78 2.4 x 3.2 x $ 49 2.4 x $ 380 3.0 x $ 351 2.2 x 2.7 x $ 838 $ 809 2.1 x 2.5 x $ 1,134 2.0 x $ 1,090 2.3 x $(571) 1.31 x $(594) 1.28 x $(509) 1.17 x $(513) 1.20 x $(264) 1.11 x $(267) 1.19 x $(223) 1.05 x $(225) 1.14 x Guidance: 2.0 – 2.5x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Give Gets Analysis at Various Exchange Ratios Status Quo $ 23.15 $ 38.91 Status Quo $ 17.92 $ 30.96 P.F @ 1.700 x P.F @ 1.725 x P.F @ 1.750 x P.F @ 1.775 x P.F @ 1.800 x P.F @ 1.825 x P.F @ 1.850 x P.F @ 1.865 x P.F @ 1.700 x P.F @ 1.725 x P.F @ 1.750 x P.F @ 1.775 x P.F @ 1.800 x P.F @ 1.825 x P.F @ 1.850 x P.F @ 1.865 x $ 22.19 $ 21.97 $ 21.76 $ 21.55 $ 21.34 $ 21.14 $ 35.13 $ 34.79 $ 34.46 $ 34.14 $ 25.04 $ 24.81 $ 24.58 $ 24.35 $ 24.12 $ 23.90 $ 40.48 $ 40.11 $ 39.74 $ 39.36 $ 33.82 $ 33.51 $ 33.21 $ 33.03 $ 38.98 $ 38.62 $ 38.27 $ 38.07 $ 20.95 $ 20.83 $ 23.68 $ 23.56 P.F @ 1.700 x P.F @ 1.725 x P.F @ 1.750 x P.F @ 1.775 x P.F @ 1.800 x $ 21.55 $ 21.35 $ 21.16 $ 20.96 $ 20.77 $ 33.86 $ 33.56 $ 33.26 $ 32.96 $ 32.67 P.F @ 1.700 x P.F @ 1.725 x P.F @ 1.750 x P.F @ 1.775 x P.F @ 1.800 x $ 24.22 $ 24.02 $ 23.80 $ 23.59 $ 23.38 $ 39.14 $ 38.81 $ 38.46 $ 38.12 $ 37.77 Source: Arkose Projections and Bloomberg market data as of 16-Aug-2018 1 Low DDM values calculated using a 1.5% PGR and a 10% discount rate and high values calculated using a 3.0% PGR and a 8% discount rate. 2 Low value calculated as 2019E dividend capitalized at a 7.0% and 7.5 % for status quo and pro forma respectively. High value calculated as 2021E dividend capitalized at a 6.0% and 6.5% yield for status quo and pro forma respectively. Analysis assumes 9% cost of equity in both the status quo case and the pro forma case. 7 All Equity $3 / Unit Cash Pool Present Value of Future Share Price² Dividend Discount Model¹

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative GP / ($ in millions) Midstream Contribution Analysis Aggregate Exchange Ratio To Midstream¹ Arkose GP Common Shares IDR LLC Series B Midstream LP Unitholders Ratio of Cash Distributions FY 2018E $ 100 $ 7 $ 320 3.140 x FY 2019E 165 12 414 2.454 FY 2020E 249 20 533 2.097 FY 2021E 324 26 640 1.935 FY 2022E 413 34 767 1.819 1.700 x All In Exchange Ratio (All Equity) 1.700 x 1.800 x All In Exchange Ratio (All Equity) 1.800 1.865 x All In Exchange Ratio (All Equity) 1.865 Source: Arkose Projections 1 In the status quo case analysis, calculated assuming fixed 18.5mm shares issued to retire Series B units and exchange ratio t o Midstream required to set GP’s pro forma ownership equal to its portion of cash distributions. For New AMGP, represents proportional ownership based on an all-equity offer at a given exchange ratio. 8 New AMGP 33.5 % 3.3 % 63.2 % 34.3 % 3.4 % 62.3 % 35.5 % 3.5 % 61.0 % 34.0 % 2.8 % 63.2 % 32.7 % 2.6 % 64.6 % 31.1 % 2.4 % 66.5 % 27.9 % 2.1 % 70.0 % 23.4 % 1.6 % 75.0 % Status Quo Cash Distributions to Equity (Midstream, IDR LLC, and GP)

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream and GP Market Cap Based on 5-Trading Day VWAP & AMZ Mechanics | Since 01-Jun-2017 Index | Status Quo Series B Conversion 66% 64% 62 % 62% 60% 60 % 58% 56% 54% Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 Absolute Price AMZ Indexed (26-Jan) Source: Bloomberg market data as of 16-Aug-2018 1 Based on weekly % change over the past two years. GP beta unavailable due to limited trading history. 9 Historical Midstream Beta to AMZ:1 1.15

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream and GP Market Cap Based on 5-Trading Day VWAP & AMZ Index | Status Quo Series B Conversion Mechanics | Since 01-Jun-2017 Exchange Ratio Required To Equal Percent of Total Status Quo Equity (Assuming 18.5mm Shares to Series B) 2.0000 x 1.7938 x 1.8000 x 1.6223 x 1.6000 x 1.4000 x 1.2000 x 1.0000 x Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 2.0000 x 1.8000 x 1.6015 x 1.4414 x 1.6000 x 1.4000 x 1.2000 x 1.0000 x Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 AMZ Indexed (26-Jan) Absolute Source: Bloomberg market data as of 16-Aug-2018 1 Defined as the exchange ratio that results in Midstream owning an percent of the pro forma company equivalent to their percentage of the observed market cap, with GP’s shares plus the 18.5mm shares equivalent to GP’s percentage of the observed market cap. 2 Defined as the exchange ratio that results in GP owning a percent of the pro forma company equivalent to its percentage of the observed market cap, with Midstream’s units plus the portion of the 18.5mm shares issued to the Series B that is in excess of the market conversion mechanism of the Series B equivalent to GP’s portion of the observed market cap. The portion of the 18.5mm units issued to the Series B that would also be issued based on the status quo mechanism is included in GP’s ownership. 10 GP Perspective2 Midstream Perspective1

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Analysis at Various Equity Pro Forma Arkose GP + Midstream Values Combined Market Cap - Current Value Approx. Combined Market Cap - Indexed Value Illustrative Equity Value Before Cash (-) Cash Consideration $ 9,272 (564) $ 9,500 (564) $ 9,750 (564) $ 10,000 (564) $ 10,250 (564) $ 10,500 (564) Implied Share Price / % Premium vs. Current Share Price ($18.72) 1.700 x 1.725 1.750 1.775 1.800 Implied Share Price + Pro Rata Cash Proceeds / % Premium vs. Current Unit Price ($30.28) 1.700 x 1.725 1.750 1.775 1.800 % Premium vs. 26-Jan-2018 Indexed Price ($31.06) 1.700 x 1.725 1.750 1.775 1.800 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 16-Aug-2018 Note: Analysis assumes 18.5mm shares issued to Series B. 1 PV10 calculated based on midyear convention and discounted to 30-Jun-2018. PV10 of residual step up calculated from PWC/Arkose provided depreciation schedule for step up in tax basis assuming 1.75x exchange ratio and share/unit prices as of 16-Aug-2018; analysis assumes 25.3% tax rate. 2 Arkose status quo equity value based on combined Midstream diluted equity value, market implied Series B value, and GP equity value. Pro forma share count includes LTIP. 11 (3)% (1)% (2) (0) 2 % 4 % 7 % 9 % 2 5 7 10 (2) (1) (1) 0 3 6 8 11 1 4 6 9 11 2 4 7 9 12 All In Exchange Ratio $ 30.12 / (1)% $ 30.83 / 2 % $ 31.61 / 4 % $ 32.39 / 7 % $ 33.17 / 10 % $ 33.95 / 12 % $ 30.30 / 0 % $ 31.02 / 2 % $ 31.80 / 5 % $ 32.58 / 8 % $ 33.37 / 10 % $ 34.15 / 13 % $ 30.48 / 1 % $ 31.20 / 3 % $ 31.99 / 6 % $ 32.78 / 8 % $ 33.56 / 11 % $ 34.35 / 13 % $ 30.65 / 1 % $ 31.38 / 4 % $ 32.17 / 6 % $ 32.96 / 9 % $ 33.76 / 11 % $ 34.55 / 14 % $ 30.82 / 2 % $ 31.55 / 4 % $ 32.35 / 7 % $ 33.15 / 9 % $ 33.95 / 12 % $ 34.75 / 15 % All In Exchange Ratio Midstream Perspective $ 17.61 / (6)% $ 18.08 / (3)% $ 18.58 / (1)% $ 17.45 / (7)% $ 17.90 / (4)% $ 18.41 / (2)% $ 19.09 / 2 % $ 19.59 / 5 % $ 20.10 / 7 % $ 18.91 / 1 % $ 19.41 / 4 % $ 19.91 / 6 % $ 17.29 / (8)% $ 17.74 / (5)% $ 18.23 / (3)% $ 18.73 / 0 % $ 17.13 / (9)% $ 17.57 / (6)% $ 18.07 / (3)% $ 18.56 / (1)% $ 16.97 / (9)% $ 17.41 / (7)% $ 17.90 / (4)% $ 18.39 / (2)% $ 19.23 / 3 % $ 19.72 / 5 % $ 19.05 / 2 % $ 19.54 / 4 % $ 18.87 / 1 % $ 19.36 / 3 % All In Exchange Ratio GP Perspective Illustrative PF Equity Value² $ 8,708 $ 8,936 $ 9,186 $ 9,436 $ 9,686 $ 9,936 PV10 of 2019-2022 Cash Tax Savings: ~$289mm1 PV10 of Residual Step Up in Tax Basis at End of Forecast: $488mm1

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Financial Impact All In Exchange Ratios | $3 / Unit Cash Pool | Mixed Election Unitholder Perspective 2019 2020 2021 2022 Total 2019 2020 2021 2022 Total 1.700 x 1.725 1.750 1.775 1.800 2019 2020 2021 2022 Total 2019 2020 2021 2022 Total 2019 2020 2021 2022 1.700 x 1.28 x 1.22 x 1.20 x 1.16 x 1.725 1.29 1.22 1.21 1.17 1.750 1.30 1.23 1.21 1.17 1.775 1.30 1.23 1.22 1.18 1.800 1.31 1.24 1.23 1.18 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 16-Aug-2018 1 DPS accretion (dilution) based on constant coverage in ’20-22 and Midstream unitholders kept whole on an all-in exchange ratio basis in ’19 2 Breakeven coverage calculated as the coverage ratio required to keep Midstream unitholders’ cash distributions whole on an all-in exchange ratio basis. 12 Status Quo Coverage1.31 x1.17 x1.11 x1.05 x (7)%(3)%(1)%0 %(2)%(9)%(6)%(2)%(0)%(4)% (6)(3)01(1)(9)(5)(1) 1(3) (6)(2)12(1)(9)(4)(1) 1(2) (5)(1)12(0)(9)(4)(0) 2(2) (4)(1)230(9)(3)13(1) Breakeven Coverage² Midstream P.F. DPU / Share Acc. (Dil.)¹ Midstream P.F. DCF / Unit Acc. (Dil.) Midstream Perspective 88 %52 %39 %26 %44 %47 %31 %25 %20 %27 % 86513825434429241926 84493624424228231825 83483523404027221624 81473421393826201522 Midstream Tax on Gain Federal $ 1.96 2.07 2.18 2.29 2.40 +State $ 2.40 2.54 2.67 2.81 2.95 GP P.F. DPS / Share Acc. (Dil.)¹ GP P.F. DCF / Share Acc. (Dil.) GP Perspective

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Financial Impact All In Exchange Ratios | $3 / Unit Cash Pool | All-Equity Election Unitholder Perspective 2019 2020 2021 2022 Total 2019 2020 2021 2022 Total 1.700 x 1.725 1.750 1.775 1.800 2019 2020 2021 2022 Total 2019 2020 2021 2022 Total 2019 2020 2021 2022 1.700 x 1.28 x 1.22 x 1.20 x 1.16 x 1.725 1.29 1.22 1.21 1.17 1.750 1.30 1.23 1.21 1.17 1.30 1.23 1.22 1.18 1.775 1.800 1.31 1.24 1.23 1.18 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 16-Aug-2018 1 DPS accretion (dilution) based on constant coverage in ’20-22 and Midstream unitholders kept whole on an all-in exchange ratio basis in ’19 2 Breakeven coverage calculated as the coverage ratio required to keep Midstream unitholders’ cash distributions whole on an all-in exchange ratio basis. 13 Status Quo Coverage1.31 x1.17 x1.11 x1.05 x 3 %7 %10 %11 %8 %0 %4 %8 %10 %7 % 3710119059117 4811129059117 481113100610128 591213100610138 Breakeven Coverage² Midstream P.F. DPU / Share Acc. (Dil.)¹ Midstream P.F. DCF / Unit Acc. (Dil.) Midstream Perspective 88 %52 %39 %26 %44 %47 %31 %25 %20 %27 % 86513825434429241926 84493624424228231825 83483523404027221624 81473421393826201522 Midstream Tax on Gain Federal $ 1.96 2.07 2.18 2.29 2.40 +State $ 2.40 2.54 2.67 2.81 2.95 GP P.F. DPS / Share Acc. (Dil.)¹ GP P.F. DCF / Share Acc. (Dil.) GP Perspective

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Potential Midstream Proposal Discussion Points for – To Be Discussed Primary Objectives Main Observations About Proposal Prior Areas of “Push-Back” Need to reach agreement expeditiously or move on Near-term value of $[32] - $[33] per unit in New AMGP  Equitable accretion Appropriate premium — Not a “short-change” of the individual unitholder Not a “back-door” distribution cut scenario Greater upside for AM in New AMGP versus status quo Merger consideration — Aggregate exchange ratio — Implied mixed consideration AR governance proposal Series B vesting  Acceptable status quo Desire for something compelling and worth-doing —  — Large cash pool as you’ve requested Value of governance enhancements to protect unitholders/shareholders — Majority of AM unitholders will look at this on a pre-tax basis Still, conceded large cash pool –Public: Covers hypothetical cash taxes for average unitholder –AR: Minimum of $3/unit and potentially much more — Equitable split of accretion — AM unitholder receiving mixed consideration essentially whole over 4-year period on DCF – exclusive of cash consideration 14

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix A: Additional Reference Materials

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Implied Premiums and Illustrative Ownership Impact at Various Exchange Ratios Last Close 30 Trading Day VWAP Illustrative All Equity Exchange Ratio Range Shares Issued for Midstream¹ (+) Series B Conversion (+) GP Shares Outstanding 304 19 186 312 19 186 320 19 186 325 19 186 329 19 186 334 19 186 339 19 186 343 19 186 348 19 186 351 19 186 Total Shares Outstanding 509 516 525 529 534 539 543 548 553 556 Metrics Current Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Pric Midstream GP Implied Premia $ 30.28 31.59 31.59 $ 18.72 19.06 18.72 0 % (2) (4) 2 % 0 (2) 5 % 3 1 7 % 4 2 8 % 6 4 10 % 7 5 11 % 9 7 13 % 10 8 14 % 12 10 15 % 13 11 At 26-Jan-2018 (1 Trading Day Prior to Strategic Review) Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Pric $ 33.13 30.23 30.23 $ 22.02 19.93 22.02 8 % 7 18 10 % 9 21 13 % 12 24 15 % 14 26 16 % 15 27 18 % 17 29 20 % 19 31 21 % 20 33 23 % 22 35 24 % 23 36 Pro Forma Ownership - All Equity Midstream Series B GP 59.8 % 3.6 36.6 60.4 % 3.6 36.1 61.0 % 3.5 35.5 61.3 % 3.5 35.2 61.7 % 3.5 34.9 62.0 % 3.4 34.6 62.3 % 3.4 34.3 62.6 % 3.4 34.0 63.0 % 3.3 33.7 63.2 % 3.3 33.5 Source: Arkose Midstream and GP 2017 10-Ks and Bloomberg market data as of 16-Aug-2018 Note: Some values not shaded due to rounding. 1 Includes ~1mm units under Midstream’s LTIP and ~187mm common units outstanding. 16 Additional Reference Materials Illustrative Exchange Ratios (Midstream / GP) 1.62 x 1.66 x 1.700 x 1.725 x 1.750 x 1.775 x 1.800 x 1.825 x 1.850 x 1.865 x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed Based on GP Peak (26-Jan-2018) and Day Prior to Special Committee Formation (23-Feb-2018) Midstream GP $ 36.00 $ 24.00 $ 34.00 $ 22.00 $ 32.00 $ 31.06 $ 20.64 $ 30.28 $ 30.00 $ 20.00 $ 28.00 $ 18.72 $ 18.00 $ 26.00 $ 24.00 $ 16.00 $ 22.00 $ 20.00 $ 14.00 Jan-2018 Mar-2018 May-2018 Aug-2018 Jan-2018 Mar-2018 May-2018 Aug-2018 Absolute Price AMZ Indexed (26-Jan) Source: Bloomberg market data as of 16-Aug-2018 1 Based on weekly % change over the past two years. GP beta unavailable due to limited trading history. 17 Additional Reference Materials Historical Midstream Beta to AMZ:1 1.15

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Historical Midstream and GP Market Cap Based on 5-Trading Day VWAP & AMZ Index | Status Quo Series B Conversion Mechanics | Since 1-Jun-2018 Midstream Market cap $ 7,000 $ 6,500 $ 6,000 $ 5,970 $ 5,804 $ 5,500 $ 5,000 $ 4,500 $ 4,000 Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 GP Market Cap $ 4,500 $ 4,000 $ 3,893 $ 3,622 $ 3,500 $ 3,000 $ 2,500 Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 AMZ Indexed (26-Jan) May-18 Aug-18 Absolute Price Source: Bloomberg market data as of 16-Aug-2018 Additional Reference Materials 18

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Determining Arkose’s Overall Status ($ in millions, except per share / unit data) Quo Yield Calculation of Combined Equity Value Calculation of Yield AMZ Based on Current Prices Based on 26-Jan Index Indexed From 26-Jan Current Close 2019 2020 2019 2020 Basic Midstream Units (+) Midstream LTIP 187 1 Midstream Diluted Unit Count (x) Midstream Unit Price 188 $ 30.28 Midstream LP DPU (/) Midstream Unit Price $ 2.21 30.28 $ 2.85 30.28 31.06 31.06 $ 31.06 Current Premium (Discount) to Index (3)% GP Shares (+) Series B Converted Shares¹ 186 4.8 186 5.3 GP Diluted Share Count (x) GP Share Price 191 $ 18.72 191 $ 20.64 GP DPS (/) GP Share Price $ 0.89 18.72 $ 1.34 18.72 20.64 20.64 Current Premium (Discount) to Index (10)% Distributable Cash Flow² Distributed Cash³ $ 795 591 $ 950 802 Current Premium (Discount) to Index (5)% Source: Arkose Projections and Bloomberg market data as of 16-Aug-2018 Note: Share counts based on 2Q2018 Midstream and GP 10-Qs. 1 Current Close based on 20-day VWAP; Indexed Series B values based on GP status quo market cap and status quo Series B conversion. 2 Based on total DCF at Midstream, excluding taxes at GP. 3 Based on distributions to LPs at Midstream, distributions to Series B unitholders, and dividends to GP shareholders. Additional Reference Materials 19 12.3 x 10.3 x 6.0 % 8.2 % Implied Equity Value / Total DCF 11.7 x 9.8 x Implied Distribution Yield 6.4 % 8.7 % Arkose GP Diluted Equity Value $ 9,272 $ 9,795 4.3 % 6.5 % Implied Yield 4.7 % 7.2 % GP Diluted Equity Value $ 3,576 $ 3,953 7.1 % 9.2 % Implied Yield 7.3 % 9.4 % Midstream Diluted Equity Value $ 5,696 $ 5,842

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Arkose GP Discounted Dividends Analysis Pro Forma GP | 1.7000 x All-Exh. Ratio (1.5397 x Equity + $3.00 / Unit Cash) ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Pro Forma DDM 2H18 2019 2020 2021 2022 Terminal Implied value as of 6/30/2018 Dividends Received Perpetuity Growth Rate Implied Terminal Value Implied NTM Yield at Y.E. 2022 $ 0.54 $ 1.30 $ 1.75 $ 2.18 $ 2.66 $ 2.14 2.0% $ 31.22 6.7 % Discounted using mid-year convention Total Cash Flows $ 0.54 $ 1.30 $ 1.75 $ 2.18 $ 2.66 $ 31.22 Perpetuity growth rate of 2.0% Present Value of Cash Flows $0.52 $1.19 $1.47 $1.68 $1.88 $22.12 Ke of 9.0% Ann. Avg. Pro Forma Tax Attributes 2023 2024 2025 2026 2027 2028-2032 Distribution policy set so that Midstream unitholders do not incur dilution in 2018 or 2019, then based on constant coverage thereafter Step Up Depreciation (x) Tax Rate Cash Tax Savings $551 25% 140 $507 25% 128 $464 25% 117 $452 25% 115 $442 25% 112 $379 25% $ 96 Present Value of Cash Tax Savings $ 91 $ 77 $ 64 $ 57 $ 52 $ 35 1.50% 2.00% 2.50% 3.00% 1.50% 2.00% 2.50% 3.00% 8.0 % 8.5 % 9.0 % 9.5 % 10.0 % Source: Arkose Projections and Bloomberg market data as of 16-Aug-2018 1 2022E PF DPS includes partial tax shield; terminal DPS calculated based on assumed 20% effective cash tax rate per management’s guidance. Additional Reference Materials 20 6.3 %5.8 %5.3 %4.8 % 6.76.25.85.3 7.26.76.25.7 7.67.26.76.2 8.17.67.26.7 $ 32.63$ 34.81$ 37.38$ 40.48 30.3332.1734.3236.87 28.3329.9131.7333.85 26.5827.9429.5031.29 25.0426.2227.5629.10 Cost of Equity Implied Terminal Yield Perpetuity Growth Rate Implied Per Share Value of Pro Forma GP + Tax Synergies $29.91 Total PV of Cash Tax Savings $ 513 Value Per Pro Forma Share $1.04 Implied Per Share Value of Pro Forma GP $ 28.87

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Present Value of Future Share Price - Pro Forma 1.7000 x All-Exh. Ratio (1.5397 x Equity + $3.00 / Unit Cash) | ($ in per share amounts) Pro Forma 2H18 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.54 0.25 9% 0.98 $ 1.30 1.00 $ 1.75 2.00 $ 2.18 3.00 $ 2.66 0.92 0.84 0.77 Present Value of Future Share Price at Year End NTM Dividend Per Share at Year End Illustrative NTM Dividend Yield Implied Year End Share Price Discount Period for Share Price¹ Discount Factor $ 1.75 7.0% $24.96 1.5 0.88 $ 2.18 $ 2.66 $31.09 2.5 0.81 $37.99 3.5 0.74 (+) PV of Cumulative Dividends Received 1.72 3.19 4.87 Pro Forma Implied Value at Various Yields Status Quo Implied Value at Various Yields 2019 2020 2021 2019 2020 2021 6.5 % 7.0 % 7.5 % 6.0 % 6.5 % 7.0 % Source: Arkose Management, Bloomberg market data as of 16-Aug-2018 1 Distributions discounted according to the mid-period convention; all values discounted to 30-Jun-2018. 21 Additional Reference Materials $ 20.72 $ 25.63 $ 30.96 19.21 23.83 28.85 17.92 22.29 27.05 $ 25.34 $ 30.18 $ 35.13 23.65 28.25 32.96 22.19 26.58 31.09 NTM Dividend Yield PV of Future Share Price and Dividends $23.65 $28.25 $32.96 PV of Future Share Price $21.94 $25.07 $28.10 Present Value of Dividend Received $0.52 $1.19 $1.47 $1.68 Pro forma yield based on blended 2019 and 2020 Midstream and GP status quo yields

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Arkose GP Discounted Dividends Analysis Status Quo GP | ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Status Quo DDM 2H18 2019 2020 2021 2022 Terminal Implied value as of 6/30/2018 Dividends Received Perpetuity Growth Rate Implied Terminal Value Implied NTM Yield at Y.E. 2022 Total Cash Flows $ 0.31 $ 0.89 $ 1.34 $ 1.74 $ 2.22 $ 2.22 2.0% $ 32.36 6.7 % $ 32.36 Discounted using mid-year convention $ 0.31 $ 0.89 $ 1.34 $ 1.74 $ 2.22 Present Value of Cash Flows $0.30 $0.81 $1.13 $1.34 $1.57 $22.92 Perpetuity growth rate of 2.0% Ke of 9.0% 1.50% 2.00% 2.50% 3.00% 1.50% 2.00% 2.50% 3.00% 8.0% 8.5% 9.0% 9.5% 10.0% Source: Arkose Projections and Bloomberg market data as of 16-Aug-2018 Additional Reference Materials 22 6.3 % 5.8 % 5.3 % 4.8 % 6.7 6.2 5.8 5.3 7.2 6.7 6.2 5.7 7.6 7.2 6.7 6.2 8.1 7.6 7.2 6.7 $ 30.77 $ 33.03 $ 35.70 $ 38.91 28.45 30.37 32.59 35.23 26.45 28.08 29.97 32.16 24.69 26.10 27.71 29.57 23.15 24.38 25.77 27.35 Cost of Equity Implied Terminal Yield Perpetuity Growth Rate Implied Per Share Value of Pro Forma GP $ 28.08

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Present Value of Future Share Price - Status Quo ($ in per share amounts) Pro Forma 2H18 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.31 0.25 9.0% 0.98 $ 0.89 1.00 $ 1.34 2.00 $ 1.74 3.00 $ 2.22 0.92 0.84 0.77 Present Value of Future Share Price at Year End NTM Dividend Per Share at Year End Illustrative NTM Dividend Yield Implied Year End Share Price Discount Period for Share Price¹ Discount Factor $ 1.34 6.5% $20.60 1.5 0.88 $ 1.74 $ 2.22 $26.78 2.5 0.81 $34.16 3.5 0.74 (+) PV of Cumulative Dividends Received 1.11 2.24 3.58 2019 2020 2021 6.0 % 6.5 % 7.0 % Source: Arkose Management, Bloomberg market data as of 16-Aug-2018 1 Distributions discounted according to the mid-period convention; all values discounted to 30-Jun-2018. 23 Additional Reference Materials $ 20.72 $ 25.63 $ 30.96 19.21 23.83 28.85 17.92 22.29 27.05 NTM Dividend Yield PV of Future Share Price and Dividends $19.21 $23.83 $28.85 PV of Future Share Price $18.10 $21.59 $25.27 Present Value of Dividend Received $0.30 $0.81 $1.13 $1.34 Pro forma yield based on blended 2019 and 2020 Midstream and GP status quo yields

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Exhibit (c)(30)

Project Francis Conflicts Committee of the GP LLC Precedent Premia Reference Materials Board of Directors of Arkose August 21, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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Implied Premiums and Illustrative Ownership Impact at Various Exchange Ratios GP Last Offer Midstream Last Offer Last Close 30 Trading Day VWAP Illustrative All Equity Exchange Ratio Range Shares Issued for Midstream¹ (+) Series B Conversion (+) GP Shares Outstanding 306 19 186 312 19 186 320 19 186 325 19 186 329 19 186 334 19 186 339 19 186 343 19 186 348 19 186 351 19 186 Total Shares Outstanding 511 517 525 529 534 539 543 548 553 556 Metrics Current Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price Midstream GP Implied Premia $ 31.06 31.59 31.59 $ 19.09 19.03 19.09 (0)% (2) (2) 2 % 0 0 4 % 2 3 6 % 4 4 8 % 5 6 9 % 7 7 11 % 8 9 12 % 10 10 14 % 11 12 15 % 12 13 At 26-Jan-2018 (1 Trading Day Prior to Strategic Review) Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price $ 33.13 30.23 30.23 $ 22.02 19.93 22.02 8 % 7 19 10 % 9 21 13 % 12 24 15 % 14 26 16 % 15 27 18 % 17 29 20 % 19 31 21 % 20 33 23 % 22 35 24 % 23 36 Pro Forma Ownership - All Equity Midstream Series B GP 59.9 % 3.6 36.5 60.4 % 3.6 36.0 61.0 % 3.5 35.5 61.3 % 3.5 35.2 61.7 % 3.5 34.9 62.0 % 3.4 34.6 62.3 % 3.4 34.3 62.6 % 3.4 34.0 63.0 % 3.3 33.7 63.2 % 3.3 33.5 Source: Arkose Midstream and GP 2017 10-Ks and Bloomberg market data as of 20-Aug-2018 1 Includes ~1mm units under Midstream’s LTIP and ~187mm common units outstanding. 1 Illustrative Exchange Ratios (Midstream / GP)1.63 x1.66 x1.700 x1.725 x1.750 x1.775 x1.800 x1.825 x1.850 x1.865 x

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Perspectives on Precedent 30-Trading Day VWAP Basis Premia Stock Consideration Mixed Consideration 28 % 27 % saction 6 % DateJan-18 May-16 Feb-17 May-15 May-17 Aug-18 Nov-15 Aug-14 Jun-18¹ Aug-14 Aug-14 Aug-13 Mar-17 Jun-18 Mar-18¹ Aug-13 Feb-18¹ Jun-17 Feb-18 VTTI / Buckeye AROC SEMG OKE CEQP ETP ETE TRGP KMI TRP KMI KMI PXD LNG WMB PAA TEGP WPT IncNS Acquirer APLP RRMS OKS CMLP PTXP ETP NGLS KMR CPPL EPB KMP PSE VTTI CQH WPZ PNG TEP WPT NSH Target Source: Company filings, press releases, and Bloomberg market data as of 20-Aug-2018 Note: All premia calculated based on an offer value derived from the offered exchange ratio times acquirer’s 1-day prior closing share/unit price plus any cash consideration divided by the target’s 30-trading day VWAP. 1 CPPL, WPZ, and TEP calculated based on dates when potential transactions were first publicly indicated to the market. 2 Cash ConsiderationTax-Deferred Tran 22 % 20 %20 %19 % 16 % 15 %14 % 10 %10 % 7 %7 %7 % 4 % 3 %2 % 0 % Average: 13% Median: 10%

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Benchmarking Midstream’s Proposed Consideration to Since Midstream IPO Historical Market Prices $ 40.00 $ 35.60 $ 35.00 $ 31.06 $ 30.00 $ 25.00 $ 20.00 $ 15.00 $ 10.00 Nov-14 Aug-15 May-16 Feb-17 Nov-17 Aug-18 Historical Closing Price Current Implied Value of Midstream's Proposal (1.865x Exchange Ratio) Source: Bloomberg market data as of 20-Aug-2018 3

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Exhibit (c)(31)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee of the Board of Directors of Arkose GP LLC Perspectives on Alternative Consideration Mix for Series B Settlement August 23, 2018 STRICTLY PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking clie nt of Goldman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a product of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the compani es named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Value Distribution At Various Exchange Ratios (Shares and $ in millions, except per share data) Pro Forma Ownership Summary Assumed Equity Value ($mm) (-) Cash Consideration $ 10,000 (564) Pro Forma Equity Cash Consideration Per Share (/) GP Common Share Price¹ $ 9,436 $ 3.00 18.88 Exchange Ratio Credit for Cash Consideration 0.159 x Illustrative All In Exchange Ratios Bid-Ask Midpoint Ask All In Exchange Ratio (-) Cash Equivalent 1.775 x (0.159) 1.800 x (0.159) 1.865 x (0.159) Equity Component 1.616 x 1.641 x 1.706 x Status Quo Metric Pro Forma Share Count Midstream Public² Upstream Series B GP Common Shares 89 99 NA 186 144.2 159.8 18.5 186.2 146.5 162.3 18.5 186.2 152.3 168.7 18.5 186.2 Ask - Mid Value Received Midstream Public Upstream Series B GP $ 2,943 $ 2,959 3,278 340 3,422 $ 58 64 (11) (111) 3,324 332 3,342 Status Quo Metric Value to Paul and Glen Series B Settlement Exhange of Midstream Units Existing Interest in GP Common Shares 81 % 0.5 34.9 $ 278 17 648 $ 276 17 642 $ 269 17 627 $(9) 0 (21) Source: Company filings 1 Based on GP closing price on 17-Aug-2018, the reference date in prior negotiations. 2 Includes Midstream’s LTIP. 1 Total Value $ 943 $ 935 $ 914 $(30) Target value 3,260 343 3,454 $ 3,001 Pro Forma Shares Outstanding 508.7 513.4 525.7 Implied Pro Forma Share Price $ 18.55 $ 18.38 $ 17.95

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Potential Alternatives To Bridge the “Pain” of a ~$60mm Value Gap Assumes $10bn Equity Value Before Cash Distribution Paid | ($ in millions) Midstream / Series B Split Midstream, GP, Series B Split All Parties Split Deal Terms All in Exchange Ratio Midstream Units Cancelled by Upstream (Receive No Merger Consideration) Shares Issued to Settle Series B 1.792 x 0.92 17.00 1.800 x 0.98 17.75 1.795 x 1.10 18.00 Midstream Public Total Value Delta from Target Upstream Total Value Delta from Target GP Common Shares Total Value Delta from Target Series B Value of Equity Consideration Delta from Target Paul and Glen Total Value Delta from Target "Sharing of Pain" Midstream Public Delta from Target Upstream Delta from Target Series B Delta from Target GP Delta from Target Target Value $ 3,001 $ 2,971 $(30) $ 2,973 $(28) $ 2,969 $(32) $ 3,260 $ 3,260 0 $ 3,261 0 $ 3,253 (7) $ 3,454 $ 3,453 (0) $ 3,439 (15) $ 3,445 (9) $ 343 $ 315 (28) $ 328 (15) $ 333 (10) $ 943 $ 915 (28) $ 925 (18) $ 932 (11) $(30) 0 (28) (0) $(28) 0 (15) (15) $(32) (7) (10) (9) Memo: Paul and Glen Source: Company filings (28) (18) (11) 2 Total "Pain"$(58)$(58)$(58) Pro Forma Shares Outstanding508.9511.1510.2 Total Cash Payments$ 562$ 561$ 561

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Exhibit (c)(32)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee of the Board of Directors of Arkose GP LLC Perspectives on Alternative Consideration Mix for Series B Settlement August 27, 2018 STRICTLY PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking clie nt of Goldman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a product of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the compani es named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 1

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Status of Key Transaction Components Current GP Series B Upstream S.C. Midstream S.C. 1.71x + $3 / unit ~1.865 1.775x — $3 cash pool credit 18.5mm 1/3 subject to vesting Communicate intention to keep Midstream whole for at least 1 year Delaware C Corp with majority of independent directors Upstream board to nominate board representatives at new GP No staggered board terms ? ? Majority of unaffiliated unitholders Majority of unaffiliated shareholders  have registration rights 2 Registration Rights Upstream, sponsors, and Series B unitholders to equivalent to their existing rights Midstream Unitholder Vote GP Shareholder Vote Governance Pro Forma Distribution Series B Settlement Merger Consideration

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of New AMGP Value Illustrative $10bn Equity Value Before Cash Pool Value Gap $ 111 $(58) $(64) $ 11 $ 3,452 $ 3,341 Midstream Public Upstream GP Common Shares Series B 1.775x w/ $3 Per Unit Cash Credit 1.865x (1.71x w/ $3 Incremental Cash Per Unit) Source: Bloomberg market data as of 24-Aug-2018 3 $ 3,261$ 3,325 $ 343$ 332 $ 2,944$ 3,002

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Option 1: Equity Adjustment Illustrative $10bn Equity Value Before Cash Pool Adjustment Impact $(10) $(9) $(9) $ 29 $ 3,452 $ 3,443 Deal Terms: 1.797 Exchange Ratio Upstream Forfeiture: 1.25mm units Series B Settlement: 18mm shares Midstream Public Upstream GP Common Shares Series B 1.775x w/ $3 Cash Credit per Unit Option 1 Source: Bloomberg market data as of 24-Aug-2018 4 $ 3,261$ 3,252 $ 343$ 333 $ 2,944$ 2,973

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Option 2 – Midstream Public Special Dividend Illustrative $10bn Equity Value Before Cash Pool Adjustment Impact $ 29 $(9) $(10) $(10) $ 3,452 $ 3,442 Deal Terms: 1.775 Exchange Ratio Special Dividends to Midstream Public Unitholders: $0.415 per share Upstream Forfeiture: N/A Series B Settlement: 18mm shares Midstream Public Upstream GP Common Shares Series B 1.775x w/ $3 Cash Credit per Unit Option 2 Source: Bloomberg market data as of 24-Aug-2018 5 $ 3,261$ 3,252 $ 343$ 333 $ 2,944$ 2,973

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Impact of Cash Pool on Key Financial Metrics at New GP Net Leverage Breakeven Coverage1 2018 2019 2020 2021 2022 2019 2020 2021 2022 Free Cash Flow2 Financing Surplus / (Need)2 2019 2020 2021 2022 2019 2020 2021 2022 Status Quo Option 1 Option 2 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 16-Aug-2018 1 Based on total distributions assuming DPS set based off of Midstream S.Q. base case DPU divided by the all-in exchange ratio of 1.70x. 2 Assumes breakeven distributions paid. 6 $ 78 2.4 x 3.22 x 3.27 x $ 49 $ 47 2.4 x 2.95 x 2.99 x $ 380 $ 351 $ 349 2.2 x 2.70 x 2.73 x $ 838 $ 809 2.1 x 2.52 x 2.54 x $ 807 $ 1,134 2.0 x 2.30 x 2.33 x $ 1,090 $ 1,088 $(571) 1.31 x $(579) 1.31 x $(586) 1.30 x $(509) 1.17 x $(513) 1.24 x $(513) 1.23 x $(264) 1.11 x $(267) 1.23 x $(267) 1.22 x $(223) 1.05 x $(225) 1.19 x $(225) 1.18 x Guidance: 2.0 – 2.5x

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix A: Additional Reference Materials

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Determining Arkose’s Overall Status ($ in millions, except per share / unit data) Quo Yield Calculation of Combined Equity Value Calculation of Yield AMZ Indexed From 26-Jan Based on Current Prices Based on 26-Jan Index Current Close 2019 2020 2019 2020 Basic Midstream Units (+) Midstream LTIP 187 1 Midstream Diluted Unit Count (x) Midstream Unit Price 188 $ 30.79 Midstream LP DPU (/) Midstream Unit Price $ 2.21 30.79 $ 2.85 30.79 $ 31.65 31.65 31.65 Current Premium (Discount) to Index (3)% GP Shares (+) Series B Converted Shares¹ 186 4.8 186 5.4 GP Diluted Share Count (x) GP Share Price 191 $ 18.35 192 $ 21.04 GP DPS (/) GP Share Price $ 0.89 18.35 $ 1.34 18.35 21.04 21.04 Current Premium (Discount) to Index (13)% Distributable Cash Flow² Distributed Cash³ $ 795 591 $ 950 802 Current Premium (Discount) to Index (7)% Source: Arkose Projections and Bloomberg market data as of 24-Aug-2018 Note: Share counts based on 2Q2018 Midstream and GP 10-Qs. 1 Current Close based on 20-day VWAP; Indexed Series B values based on GP status quo market cap and status quo Series B conversion. 2 Based on total DCF at Midstream, excluding taxes at GP. 3 Based on distributions to LPs at Midstream, distributions to Series B unitholders, and dividends to GP shareholders. Additional Reference Materials 8 12.6 x 10.5 x 5.9 % 8.0 % Implied Equity Value / Total DCF 11.7 x 9.8 x Implied Distribution Yield 6.4 % 8.6 % Arkose GP Diluted Equity Value $ 9,297 $ 9,986 4.2 % 6.4 % Implied Yield 4.8 % 7.3 % GP Diluted Equity Value $ 3,505 $ 4,031 7.0 % 9.0 % Implied Yield 7.2 % 9.3 % Midstream Diluted Equity Value $ 5,792 $ 5,955

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Value Distribution At Various Exchange Ratios (Shares and $ in millions, except per share data) Pro Forma Ownership Summary Assumed Equity Value ($mm) (-) Cash Consideration $ 10,000 (564) Pro Forma Equity Cash Consideration Per Share (/) GP 20-Trading Day VWAP $ 9,436 $ 3.00 19.01 Exchange Ratio Credit for Cash Consideration 0.158 x Illustrative All In Exchange Ratios Bid-Ask Midpoint Ask All In Exchange Ratio (-) Cash Equivalent 1.775 x (0.158) 1.865 x (0.158) Equity Component Pro Forma Share Count Midstream Public¹ Upstream Series B GP Common Shares 1.617 x 1.707 x Status Quo Metric 89 99 NA 186 144.3 159.9 18.5 186.2 152.4 168.8 18.5 186.2 Value Received Midstream Public Upstream Series B GP Value to Paul and Glen Series B Settlement Exhange of Midstream Units Existing Interest in GP Common Shares Ask - Mid $ 2,944 3,325 64 (11) (111) 332 3,341 Status Quo Metric 81 % 0.5 34.9 $ 278 17 648 $ 269 17 627 $(9) 0 (21) Source: Company filings 1 Includes Midstream’s LTIP. 9 Additional Reference Materials Total Value $ 943 $ 913 $(29) Target value 3,261 343 3,452 $ 3,002 $ 58 Pro Forma Shares Outstanding 508.9 525.9 Implied Pro Forma Share Price $ 18.54 $ 17.94

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Potential Alternatives To Bridge the ~$60mm Value Gap Assumes $10bn Equity Value Before Cash Distribution Paid | ($ in millions) Option 1 Option 2 Deal Terms All in Exchange Ratio Midstream Units Cancelled by Upstream (Receive No Merger Consideration) Shares Issued to Settle Series B Midstream Public Special Dividend (Per Unit) 1.797 x 1.25 18.00 $ 0.000 1.775 x 0.00 18.00 $ 0.415 Midstream Public Total Value Delta from Target Upstream Total Value Delta from Target GP Common Shares Total Value Delta from Target Series B Value of Equity Consideration Delta from Target Paul and Glen Total Value Delta from Target Value Gap vs. Target Midstream Public Delta from Target Upstream Delta from Target Series B Delta from Target GP Delta from Target Target Value $ 3,002 $ 2,973 $(29) $ 2,973 $(29) $ 3,261 $ 3,252 (9) $ 3,252 (9) $ 3,452 $ 3,443 (9) $ 3,442 (10) $ 343 $ 333 (10) $ 333 (10) $ 943 $ 931 (12) $ 931 (12) $(29) (9) (10) (9) $(29) (9) (10) (10) Memo: Paul and Glen Source: Company filings (12) (12) 10 Additional Reference Materials Total Value Gap$(58)$(58) Pro Forma Shares Outstanding510.5508.4 Total Cash Payments$ 561$601

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Exhibit (c)(33)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee GP LLC of the Board of Directors of Arkose August 30, 2018 STRICTLY PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking clie nt of Goldman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a product of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the compani es named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advi ce.

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 1

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of New AMGP Value Illustrative $10bn Equity Value Before Cash Consideration Midstream Perspective Upstream Perspective GP Perspective Series B Perspective Value Gap $(58) $ 3,452 $ 3,341 $ 3,325 $ 3,261 GP Offer: 1.775 x Midstream Offer: 1.865x Each with $3 / unit cash credit against exchange ratio $ 343 $ 332 GP Offer Midstream Offer GP Offer Midstream Offer GP Offer Midstream Offer GP Offer Midstream Offer Equity Component Cash Component Source: Bloomberg market data as of 24-Aug-2018 2 $ 2,944$ 3,002$ 297$ 297 $ 268$ 268 $ 2,964$ 3,029 $ 2,676$ 2,734

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Adjusted GP Offer and Economic Impact Illustrative $10bn Equity Value Before Cash Pool Midstream Perspective¹ Upstream Perspective GP Perspective Series B Perspective Adjustment Impact $ 29 $(9) $(9) $(11) Deal Terms: 1.775 Exchange Ratio (with $3 per unit cash credit) Pre-close Special Dividend to Midstream Public Unitholders only of $0.415 per Midstream Unit $ 3,452 $ 3,441 Series B Settlement: original vesting schedule and no dividend accrual during unvested period (e.g. 1/3 has 4 quarter dividend holiday) $ 343 $ 334 GP Offer As Adjusted GP Offer As Adjusted GP Offer As Adjusted GP Offer As Adjusted Equity Component Cash Component Source: Bloomberg market data as of 24-Aug-2018 ¹ Incremental cash consideration due to one-time special dividend on 89mm Midstream units. 3 $ 3,261$ 3,252 $ 2,944$ 2,972$ 297$ 297 $ 268$ 307 $ 2,964$ 2,955 $ 2,676$ 2,665

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Status of Key Transaction Components Transaction Terms GP Series B AR S.C. AM S.C. 1.775x with $3 per unit cash credit against exchange ratio — Implies aggregate consideration of 1.617x + $3 per AM unit calculated off 1.775x exchange ratio using GP 20-day VWAP (assumption in favor of AM) — Cash-stock election mechanic (details to be refined) such that the fixed share and cash pools are distributed in full to AM unitholders $0.415 special cash distribution to AM public unitholders at close ? 18.5mm New AMGP shares Original vesting schedule and consequences for accrued Series B distributions, except as noted below — No accelerated vesting for any Series B unitholder — Not subject to performance metrics at AR Unvested New AMGP shares received at closing do not accrue New AMGP dividends (i.e., estimated four quarters of foregone dividend accruals on final tranche) Forfeiture of Series B settlement shares if holder leaves prior to vesting (i.e, no reallocation of settlement shares to other Series B holders) [] Communicate to investors at transaction announcement intention to keep Midstream distribution whole for 1 year (four quarters) for AM unitholders who receive the equity consideration of 1.775x New AMGP shares [] Delaware C-Corp with majority of independent directors elected by public New AMGP shareholders and no controlled company exceptions New AMGP board will have staggered board terms Nomination rights and step-downs: AR nominating committee to nominate director designees; AR to have proportionate step-down rights as sponsors [] [] <<< In final negotiations >>> [] Yes, vote of majority of unaffiliated shareholders to approve [] Yes, vote of majority of unaffiliated unitholders to approve Upstream, sponsors, and Series B unitholders to have registration rights equivalent to their existing rights [] [] No acceleration of water earn outs 4 Water Earn Outs Registration Rights Midstream Vote GP Vote New AMGP Structure, Board, and Governance Pro Forma Distribution Series B Settlement Merger Consideration

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Appendix A: Additional Reference Materials

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PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary of Value Distribution At Various Exchange Ratios (Shares and $ in millions, except per share data) Pro Forma Ownership Summary Assumed Equity Value ($mm) (-) Cash Consideration $ 10,000 (564) Pro Forma Equity Cash Consideration Per Share (/) GP 20-Trading Day VWAP $ 9,436 $ 3.00 19.01 Exchange Ratio Credit for Cash Consideration 0.158 x Illustrative All In Exchange Ratios Bid-Ask Midpoint Ask All In Exchange Ratio (-) Cash Equivalent 1.775 x (0.158) 1.865 x (0.158) Equity Component Pro Forma Share Count Midstream Public¹ Upstream Series B GP Common Shares 1.617 x 1.707 x Status Quo Metric 89 99 NA 186 144.3 159.9 18.5 186.2 152.4 168.8 18.5 186.2 Value Received Midstream Public Upstream Series B GP Value to Paul and Glen Series B Settlement Exhange of Midstream Units Existing Interest in GP Common Shares Ask - Mid $ 2,944 3,325 64 (11) (111) 332 3,341 Status Quo Metric 81 % 0.5 34.9 $ 278 17 648 $ 269 17 627 $(9) 0 (21) Source: Company filings 1 Includes Midstream’s LTIP. 6 Additional Reference Materials Total Value $ 943 $ 913 $(29) Target value 3,261 343 3,452 $ 3,002 $ 58 Pro Forma Shares Outstanding 508.9 525.9 Implied Pro Forma Share Price $ 18.54 $ 17.94

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Exhibit (c)(34)

Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose September 6, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. 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Status of Key Transaction Components Transaction Terms GP Series B AR S.C. AM S.C. 1.775x with $3 per unit cash credit against exchange ratio — Implies aggregate consideration of 1.6121x + $3 per AM unit calculated off 1.775x exchange ratio using GP 20-day VWAP as of 4-Sept-2018 (assumption in favor of AM) — Cash-stock election mechanic (details to be refined) such that the fixed share and cash pools are distributed in full to AM unitholders $0.415 special cash distribution to AM public unitholders at close Two Option Counter Proposal 18.5mm New AMGP shares Original vesting schedule and consequences for accrued Series B distributions, except as noted below — No accelerated vesting for any Series B unitholder — Not subject to performance metrics at AR Unvested New AMGP shares received at closing do not accrue New AMGP dividends (i.e., estimated four quarters of foregone dividend accruals on final tranche) Forfeiture of Series B settlement shares if holder leaves prior to vesting (i.e, no reallocation of settlement shares to other Series B holders) [] Communicate to investors at transaction announcement intention to keep Midstream distribution whole for 1 year (four quarters) for AM unitholders who receive the all equity consideration of 1.775x New AMGP shares [] Delaware C-Corp with majority of independent directors elected by public New AMGP shareholders and no controlled company exceptions New AMGP board will have staggered board terms Nomination rights and step-downs: AR nominating committee to nominate director designees; AR to have proportionate step-down rights as sponsors [] [] <<< In final negotiations >>> [] Yes, vote of majority of unaffiliated shareholders to approve [] Yes, vote of majority of unaffiliated unitholders to approve Upstream, sponsors, and Series B unitholders to have registration rights equivalent to their existing rights [] [] No acceleration of water earn outs 2 Water Earn Outs Registration Rights Midstream Vote GP Vote New AMGP Structure, Board, and Governance Pro Forma Distribution Series B Settlement Merger Consideration

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Review of Offers to Date Summary of Economic Terms Date Proposal Summary 1 4-Jun-2018 GP Proposal 1.6000x Exchange Ratio (All equity) 2 20-Jul-2018 Revised GP Proposal 1.6500x Exchange Ratio (All equity) 3 12-Aug-2018 Revised GP Proposal 1.7000x Exchange Ratio (All equity) 1.8650x Exchange Ratio (1.7100x + $3.00/unit cash) Person – Denver) 4 14-Aug-2018 Revised GP Proposal (In Person – Denver) 1.7000x Exchange Ratio (1.5449x + $3/unit cash) Revised GP Proposal (Accepted by Upstream) 5 20-Aug-2018 1.7750x Exchange Ratio (1.6117x + $3/unit cash) 1.7750x Exchange Ratio (1.6145x +$3/unit cash to all Midstream Unitholders), plus $0.415 special distribution to Midstream Public Unitholders 6 30-Aug-2018 Revised GP Proposal 13.5mm shares; or Note: Cash component converted to exchange ratio equivalent based on the price date referenced in the respective offers or us ed for negotiations for all offers through 14-Aug-2018; 20 trading day VWAP as of the close prior to the offer date used for subsequent offers. Final mechanism for converting cash component to equity exchange ratio has not yet been settled. 3 Either: 1.775x Exchange Ratio (inclusive of $3/unit cash consideration) plus $0.415 1-Sep-2018Revised Midstream Proposalspecial distribution to Midstream Public Unitholders plus Series B settlement at 1.8500x Exchange Ratio (consideration mix TBD) plus Series B settlement at 18.5mm shares 14-Aug-2018Revised Midstream / Upstream Response (In 25-Jul-2018Revised Midstream / Upstream Response1.9100x Exchange Ratio (1.7100x + $3.84/unit cash) 14-Jul-2018Midstream / Upstream Response1.9600x Exchange Ratio (1.7500x + $4/unit cash)

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Prior to 30-Aug GP Proposal: Summary New AMGP Value Illustrative $10bn Equity Value Before Cash Consideration of Drafted: ~24-Aug Midstream Perspective Upstream Perspective GP Perspective Series B Perspective Value Gap¹ $(58) $ 3,452 $ 3,341 $ 3,325 $ 3,261 GP Offer: 1.775 x Midstream Offer: 1.865x Each with $3 / unit cash credit against exchange ratio $ 343 $ 332 GP Offer Midstream Offer GP Offer Midstream Offer GP Offer Midstream Offer GP Offer Midstream Offer Equity Component Cash Component Source: Bloomberg market data as of 24-Aug-2018 ¹ Value gap defined as the remaining delta between illustrative value paid to Midstream under GP and Midstream’s proposals. 4 $ 2,944$ 3,002$ 297$ 297 $ 268$ 268 $ 2,964$ 3,029 $ 2,676$ 2,734

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30-Aug GP Proposal: Adjusted GP Offer and Economic Impact Drafted: ~24-Aug Illustrative $10bn Equity Value Before Cash Pool Midstream Perspective¹ Upstream Perspective GP Perspective Series B Perspective Adjustment Impact $ 29 $(9) $(9) $(11) Deal Terms: 1.775 Exchange Ratio (with $3 per unit cash credit) Pre-close Special Dividend to Midstream Public Unitholders only of $0.415 per Midstream Unit $ 3,452 $ 3,441 Series B Settlement: original vesting schedule and no dividend accrual during unvested period (e.g. 1/3 has 4 quarter dividend holiday) $ 343 $ 334 GP Offer As Adjusted GP Offer As Adjusted GP Offer As Adjusted GP Offer As Adjusted Equity Component Cash Component Source: Bloomberg market data as of 24-Aug-2018 ¹ Incremental cash consideration due to one-time special dividend on 89mm Midstream units. 5 $ 3,261$ 3,252 $ 2,944$ 2,972$ 297$ 297 $ 268$ 307 $ 2,964$ 2,955 $ 2,676$ 2,665

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Components of Total Consideration 1.798 x 1.775 x 0.023 x Equity Component Exchange Ratio Cash Component (20-Day VWAP Basis) Total Merger Consideration Exchange Ratio Special Dividend to Midstream Public Only Effective Exchange Ratio to Midstream Public 1.828 x 1.850 x 0.023 x Equity Component Exchange Ratio Cash Component (20-Day VWAP Basis) Total Merger Consideration Exchange Ratio Special Dividend to Midstream Public Only Effective Exchange Ratio to Midstream Public Source: Bloomberg market data as of 4-Sep-2018 6 1.665 x ($0.415 Per Unit) (Includes $3 Per Unit Cash Consideration) 0.163 x Current Midstream Offer 1.612 x ($0.415 Per Unit) (Includes $3 Per Unit Cash Consideration) 0.163 x Current GP Offer

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Summary of New AMGP Value Under Current Proposals Illustrative $10bn Equity Value Before Cash Consideration Midstream Perspective Upstream Perspective GP Perspective Series B Perspective Value Gap¹ $ 35 $ 38 $(7) $(66) $ 3,448 $ 3,382 $ 3,286 $ 3,248 GP Offer: 1.775 x +$0.415/unit Special Dividend Midstream Offer: 1.85x, inclusive of $0.415x Special Dividend Each with $3 / unit cash credit against exchange ratio $ 335 $ 329 Current GPCurrent Current GP Offer Current Midstream Offer Current GP Offer Current Midstream Offer Current GP Offer Current Midstream Offer Offer Midstream Offer Equity Component Cash Component Source: Bloomberg market data as of 4-Sep-2018 Note current GP offer differs from the same offer on page 5 (“As Adjusted”) due to market movements ¹ Value gap defined as the remaining delta between illustrative value paid to Midstream under GP and Midstream’s proposals. 7 $ 2,969$ 3,003$ 297$ 297 $ 305$ 305 $ 2,951$ 2,990 $ 2,664$ 2,699

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YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed Based on GP Peak (26-Jan-2018) Midstream GP $ 24.00 $ 36.00 $ 34.00 $ 22.00 $ 32.00 $ 30.83 $ 20.49 $ 29.57 $ 30.00 $ 20.00 $ 28.00 $ 18.88 $ 18.00 $ 26.00 $ 17.05 $ 24.00 $ 16.00 $ 22.00 $ 14.00 $ 20.00 Jan-2018 Mar-2018 May-2018 Aug-2018 Jan-2018 Mar-2018 May-2018 Aug-2018 Absolute Price AMZ Indexed (26-Jan) AMZ Indexed (22-Aug) Source: Bloomberg market data as of 4-Sep-2018 1 Based on weekly % change over the past two years. GP beta unavailable due to limited trading history. 8 Additional Market Reference Materials Historical Midstream Beta to AMZ:1 1.15

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Implied Premiums and Illustrative Ownership Impact at Various Exchange Ratios Source: Arkose Midstream and GP 2017 10-Ks and Bloomberg market data as of 04-Sep-2018 1 Includes ~1mm units under Midstream’s LTIP and ~187mm common units outstanding. 9 Additional Reference Materials Pro forma ownership not shown because specified consideration reflective of incremental consideration in the form of a special distribution, not equity ownership Last 30 Trading Close Day VWAP Illustrative All Equity Exchange Ratio Illustrative Exchange Ratios (Midstream / GP) 1.734 x 1.691 x 1.775 x1.800 x1.828 x1.850 x Shares Issued for Midstream¹ (+) Series B Conversion (+) GP Shares Outstanding 326 318 19 19 186 186 334339344348 19191919 186186186186 Total Shares Outstanding Current Market Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price At 20-Aug (Date of Offer Accepted by Upstream) Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price At 26-Jan-2018 (1 Trading Day Prior to Strategic Review) Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price Pro Forma Ownership - All Equity Midstream Series B GP 531 523 Midstream GP $ 29.57 $ 17.05 31.44 18.60 31.44 17.05 $ 31.06 $ 19.09 31.60 19.04 31.06 19.09 $ 33.13 $ 22.02 30.23 19.93 30.23 22.02 61.4 % 60.8 % 3.5 3.5 35.1 35.6 539543548553 2 % 4 % 5 % 7 % 5 6 8 9 (4) (2) (1) 0 9 % 11 % 12 % 14 % 7 8 10 11 9 11 12 14 18 % 20 % 21 % 23 % 17 19 20 22 29 31 33 35 62.0 % 62.7 % 3.4 3.4 34.6 33.9

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Market Capitalization Implied Exchange Ratios Based on 5-Trading Day VWAP & AMZ Index | Since 1-Jun-2017 Exchange Ratio Required To Equal Percent of Total Status Quo Market Cap (18.5mm Shares to Series B) 2.0000 x 1.8416 x 1.8000 x 1.6274 x 1.6000 x 1.4000 x 1.2000 x Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 2.0000 x 1.8000 x 1.6376 x 1.6000 x 1.4382 x 1.4000 x 1.2000 x Jun-17 Aug-17 Oct-17 Dec-17 Mar-18 May-18 Aug-18 AMZ Indexed (26-Jan) Absolute Source: Bloomberg market data as of 4-Sep-2018 Note: Total equity calculated assuming status quo Series B conversion mechanism. 1 Defined as the exchange ratio that results in Midstream owning an percent of the pro forma company equivalent to their percentage of the observed market cap, with GP’s shares plus the 18.5mm shares equivalent to GP’s percentage of the observed market cap. 2 Defined as the exchange ratio that results in GP owning a percent of the pro forma company equivalent to its percentage of the observed market cap, with Midstream’s units plus the portion of the 18.5mm shares issued to the Series B that is in excess of the market conversion mechanism of the Series B equivalent to GP’s portion of the observed market cap. The portion of the 18.5mm units issued to the Series B that would also be issued based on the status quo mechanism is included in GP’s ownership. 10 GP Perspective2 Midstream Perspective1

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Illustrative GP ($ in millions) / Midstream Contribution Analysis Arkose GP Common Shares Breakeven Exchange Ratio IDR LLC Series B Midstream LP Unitholders GP Perspective¹ Midstream Perspective² Ratio of Cash Distributions FY 2018E $ 100 $ 7 $ 320 3.140 x 3.266 x FY 2019E 165 12 414 2.454 2.535 FY 2020E 249 20 533 2.097 2.159 FY 2021E 324 26 640 1.935 1.990 FY 2022E 413 34 767 1.819 1.868 Ratio of Pro Forma Shares Outstanding 1.775 x 186 19 334 1.828 186 19 344 Ratio of Observed Market Cap Current Market Cap (Spot) $ 3,175 $ 78 $ 5,563 1.660 x 1.861 x Indexed Market Cap (Jan-26) 3,815 107 5,799 1.434 1.609 Average Since GP IPO³ 3,557 93 5,624 1.492 1.676 GP Series B Midstream Source: Arkose Projections and Bloomberg market data as of 4-Sep-2018 1 Calculated assuming fixed 18.5mm shares issued to retire Series B units and exchange ratio to Midstream required to set GP’s pro forma ownership equal to its portion of cash distributions. ² Calculated assuming fixed 18.5mm shares issued to retire Series B units and exchange ratio to Midstream required to set Midstream’s pro forma ownership equal to its portion of cash distributions. 3 Calculated as the average market cap for each security since 1-Jun-2017, the 20th trading day after GP’s IPO; daily market cap calculated based on the 5-trading day VWAP. 11 Value 38.4 % 1.0 % 60.6 % 39.2 % 1.1 % 59.7 % 36.0 % 0.9 % 63.1 % Observed Equity 33.9 % 3.4 % 62.7 % 34.6 % 3.4 % 62.0 % New AMGP Equity Ownership at Various Exc. Ratios 34.0 % 2.8 % 63.2 % 32.7 % 2.6 % 64.6 % 31.1 % 2.4 % 66.5 % 27.9 % 2.1 % 70.0 % 23.4 % 1.6 % 75.0 % Status Quo Cash Distributions to Equity (Midstream, IDR LLC, and GP)

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Pro Forma Accretion (Dilution) Merger Consideration Exchange Ratios | $3 / Unit Cash Pool + $0.415 / Unit Special Distribution to Midstream Public Unitholders 2019 2020 2021 2022 Total 2019 2020 2021 2022 Total 1.7750 x 1.8275 2019 2020 2021 2022 Total 2019 2020 2021 2022 Total 2019 2020 2021 2022 1.7750 x 1.30 x 1.23 x 1.22 x 1.17 x 1.8275 1.31 1.24 1.23 1.19 2019 2020 2021 2022 Total 2019 2020 2021 2022 Total 2019 2020 2021 2022 1.7750 x 1.30 x 1.23 x 1.22 x 1.17 x 1.8275 1.31 1.24 1.23 1.19 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 04-Sep-2018 1 DPS accretion (dilution) based on constant coverage in 2020-2022 and Midstream unitholders kept whole on a total merger consideration exchange ratio basis through Q4 2019. 2 Breakeven coverage calculated as the coverage ratio required to keep Midstream unitholders’ cash distributions whole on a total merger consideration exchange ratio basis. 12 Status Quo Coverage 1.31 x 1.17 x 1.11 x 1.05 x 4 % 8 % 11 % 12 % 9 % 0 % 5 % 9 % 12 % 8 % 5 9 12 13 10 0 6 11 13 8 Breakeven Coverage² Midstream P.F. DPU / Share Acc. (Dil.)¹ Midstream P.F. DCF / Unit Acc. (Dil.) Midstream Perspective - All Equity Consideration (6)% (2)% 1 % 2 % (1)% (9)% (4)% (1)% 1 % (2)% (6) (2) 1 2 (1) (9) (3) 1 3 (1) Breakeven Coverage² Midstream P.F. DPU / Share Acc. (Dil.)¹ Midstream P.F. DCF / Unit Acc. (Dil.) Midstream Perspective - Mixed Consideration 82 % 47 % 35 % 22 % 40 % 40 % 26 % 21 % 16 % 23 % 78 45 32 20 37 36 24 19 14 21 Midstream Tax on Gain Federal +State $ 1.59 1.67 $ 1.95 2.05 GP P.F. DPS / Share Acc. (Dil.)¹ GP P.F. DCF / Share Acc. (Dil.) GP Perspective

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Summary Give Gets Analysis at Various Exchange Ratios Total Merger Consideration | P.F. Impact Includes Special Dividend Source: Arkose Projections and Bloomberg market data as of 4-Sep-2018 Note: All ratios shown are total merger consideration exchange ratios and are inclusive of $3/unit cash consideration; cash consideration converted to exchange ratio based on the 30 trading day VWAP as of 4-Sep-2018. Special distribution to Midstream public unitholders is not credited against the exchange ratio and represents incremental value received beyond the merger consideration. 1 Low DDM values calculated using a 1.5% PGR and a 10% discount rate and high values calculated using a 3.0% PGR and a 8% discount rate. 2 Low value calculated as 2019E dividend capitalized at a 7.0% and 7.5% yield for GP status quo and GP pro forma respectively; low Midstream status quo value calculated as 2019E dividend capitalized at a 8.0% yield. High value calculated as 2021E dividend capitalized at a 6.0% and 6.5% yield for GP status quo and GP pro forma respectively; high Midstream value calculated as 2021E dividend capitalized at a 7% yield. Analysis assumes 9% cost of equity in both the status quo case and the pro forma case. ³ Includes impact of $3/unit cash consideration and $0.415/unit special distribution. 13 Midstream Perspective³ GP Perspective Status Quo P.F @ 1.7750 x P.F @ 1.8000 x P.F @ 1.8275 x $ 23.15$ 38.91Status Quo $ 24.22$ 39.19P.F @ 1.7750 x $ 24.00$ 38.83P.F @ 1.8000 x $ 23.76$ 38.44P.F @ 1.8275 x $ 17.92$ 30.96 $ 21.47$ 34.02 $ 21.27$ 33.71 $ 21.05$ 33.37 Status Quo P.F @ 1.7750 x P.F @ 1.8000 x P.F @ 1.8275 x $ 44.06$ 73.19Status Quo $ 42.46$ 66.59P.F @ 1.7750 x $ 42.70$ 66.98P.F @ 1.8000 x $ 42.96$ 67.39P.F @ 1.8275 x $ 34.22$ 51.28 $ 38.03$ 58.27 $ 38.23$ 58.60 $ 38.45$ 58.96 Present Value of Future Share Price² Dividend Discount Model¹

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Combined Market Cap Over Time Midstream + GP + Series B (Status Quo Conversion Mechanism) $ 12,000 $ 11,000 $ 10,000 $ 9,723 $ 9,327 $ 8,816 $ 9,000 $ 8,000 $ 7,000 $ 6,000 Jun-17 Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Source: Bloomberg market data as of 4-Sep-2018 14

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Illustrative Analysis at Various Equity Values Pro Forma Arkose GP + Midstream with $0.415 Special Dividend | P.F. Values Include Impact of Special Dividend Combined Market Cap - Current Value Approx. Combined Market Cap - Indexed Value Illustrative Equity Value Before Cash (-) Cash Consideration & Special Dividend $ 8,816 (601) $ 9,100 (601) $ 9,400 (601) $ 9,700 (601) $ 10,000 (601) $ 10,300 (601) Implied Share Price / % Premium vs. Current Share Price ($17.05) 1.7750 x 1.8275 Implied Share Price / % Premium vs. 26-Jan-2018 Indexed Share Price ($18.88) 1.7750 x 1.8275 Implied Share Price / % Premium vs. 26-Jan-2018 Indexed Share Price ($20.49) 1.7750 x 1.8275 Implied Value to Midstream Public (Equity + Cash + Special Dividend) / % Premium vs. Current Unit Price ($29.57) 1.7750 x 1.8275 % Premium vs. 26-Jan-2018 Indexed Price ($30.83) 1.7750 x 1.8275 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 4-Sep-2018 Note: Analysis assumes 18.5mm shares issued to Series B. Exchange ratios shown reflect all-in exchange ratios 1 PV10 calculated based on midyear convention and discounted to 30-Jun-2018. PV10 of residual step up calculated from PWC/Arkose provided depreciation schedule for step up in tax basis assuming 1.775x merger consideration exchange ratio and share/unit prices as of 4-Sep-2018; analysis assumes 25.3% tax rate. 2 Arkose status quo equity value based on combined Midstream diluted equity value, market implied Series B value, and GP equity value. Pro forma share count includes LTIP. 15 (4)%(1)% (3)(0) 2 %5 %8 %11 % 36912 $ 29.49 / (0)% $ 30.40 / 3 %$ 31.35 / 6 %$ 32.30 / 9 %$ 33.25 / 12 %$ 34.21 / 16 % $ 29.83 / 1 %$ 30.74 / 4 %$ 31.71 / 7 %$ 32.67 / 10 %$ 33.64 / 14 %$ 34.60 / 17 % Midstream Public Unitholder Perspective (21)%(18)%(16)%(13)%(10)%(7)% (22)(19)(16)(13)(11)(8) (14)%(11)%(8)%(5)%(2)% 1 % (16)%(13)%(10)%(7)%(4)%(1)% $ 16.16 / (5)%$ 16.72 / (2)% $ 17.31 / 2 %$ 17.90 / 5 %$ 18.49 / 8 %$ 19.08 / 12 % $ 15.85 / (7)%$ 16.40 / (4)%$ 16.98 / (0)% $ 17.56 / 3 %$ 18.14 / 6 %$ 18.72 / 10 % Merger Consideration Exchange Ratio GP Perspective Illustrative PF Equity Value²$ 8,214$ 8,499$ 8,799$ 9,099$ 9,399$ 9,699 PV10 of 2019-2022 Cash Tax Savings: ~$288mm1 PV10 of Residual Step Up in Tax Basis at End of Forecast: $454mm1

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Impact of Cash Pool and Special Distribution on Leverage at New GP 2018 2019 2020 2021 2022 Status Quo Midstream Pro Forma GP w/ $3/Unit Cash Pool Pro Forma GP w/ $3/Unit Cash Pool and $0.415/Unit Special Dividend to Public Unitholders Source: Arkose Projections and Bloomberg market data as of 4-Sep-2018 16 2.43 x 3.22 x 3.27 x 2.37 x 2.95 x 2.99 x 2.23 x 2.70 x 2.73 x 2.11 x 2.52 x 2.54 x 1.95 x 2.30 x 2.33 x

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Appendix A: Additional Market Reference Materials

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Determining Arkose’s Overall Status ($ in millions, except per share / unit data) Quo Yield Calculation of Combined Equity Value Calculation of Yield AMZ Indexed From 26-Jan Based on Current Prices Based on 26-Jan Index Current Close 2019 2020 2019 2020 Basic Midstream Units (+) Midstream LTIP 187 1 Midstream Diluted Unit Count (x) Midstream Unit Price 188 $ 29.57 Midstream LP DPU (/) Midstream Unit Price $ 2.21 29.57 $ 2.85 29.57 $ 30.83 30.83 30.83 Current Premium (Discount) to Index (4)% GP Shares (+) Series B Converted Shares¹ 186 4.6 186 5.2 GP Diluted Share Count (x) GP Share Price 191 $ 17.05 191 $ 20.49 GP DPS (/) GP Share Price $ 0.89 17.05 $ 1.34 17.05 20.49 20.49 Current Premium (Discount) to Index (17)% Distributable Cash Flow² Distributed Cash³ $ 795 591 $ 950 802 Current Premium (Discount) to Index (9)% Source: Arkose Projections and Bloomberg market data as of 4-Sep-2018 Note: Share counts based on 2Q2018 Midstream and GP 10-Qs. 1 Current Close based on 20-day VWAP; Indexed Series B values based on GP status quo market cap and status quo Series B conversion. 2 Based on total DCF at Midstream, excluding taxes at GP. 3 Based on distributions to LPs at Midstream, distributions to Series B unitholders, and dividends to GP shareholders. Additional Market Reference Materials 18 12.2 x 10.2 x 6.1 % 8.2 % Implied Equity Value / Total DCF 11.1 x 9.3 x Implied Distribution Yield 6.7 % 9.1 % Arkose GP Diluted Equity Value $ 8,816 $ 9,723 4.3 % 6.5 % Implied Yield 5.2 % 7.9 % GP Diluted Equity Value $ 3,253 $ 3,923 7.2 % 9.2 % Implied Yield 7.5 % 9.6 % Midstream Diluted Equity Value $ 5,563 $ 5,800

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Precedent Premia Analysis Midstream Simplification Transactions | Last Five Years Premia Paid¹ Announcement Date 30 Trading Day VWAP Target Acquirer Consideration Mix Taxable? 1 Day Parent to LP Merger 24-Aug-18 1-Aug-18 17-May-18 7-Feb-18 8-Feb-18 2-Jan-18 1-Feb-17 31-May-16 3-Nov-15 6-May-15 10-Aug-14 10-Aug-14 10-Aug-14 LP Buy-In Spectra Energy Partners, LP² Energy Transfer Partners Williams Partners L.P.² Tallgrass Energy Partners, LP² NuStar GP Holdings Archrock Partners, LP ONEOK Partners RoseRock Midstream Targa Resources Partners LP Crestwood Midstream Partners LP Kinder Morgan Partners El Paso Pipeline Partners Kinder Morgan Management, LLC Enbridge Inc. Energy Transfer Equity The Williams Companies, Inc. Tallgrass Energy GP, LP NuStar Energy Archrock, Inc. ONEOK, Inc. Semgroup Corporation Targa Resources Corp. Crestwood Equity Partners LP Kinder Morgan, Inc. Kinder Morgan Kinder Morgan, Inc. Stock Stock Stock Stock Stock Stock Stock Stock Stock Stock Mix Mix Stock Yes Yes Yes Yes No Yes Yes Yes Yes No Yes Yes Yes 10 % 11 14 10 2 23 26 0 18 17 12 15 17 8 % 19 6 4 0 28 22 27 16 20 10 10 15 19-Jun-18 2-Jun-17 18-May-17 2-Mar-17 26-Sep-16 27-Aug-13 12-Aug-13 Cheniere Energy Partners LP Holdings, LLC² World Point Terminals, LP PennTex Midstream Partners VTTI Energy Partners Columbia Pipeline Partners ² PAA Natural Gas Storage Pioneer Southwest Energy Partners Cheniere Energy, Inc. World Point Terminals Inc. Energy Transfer Partners Vitol / Buckeye Partners TransCanada Plains All American Pipeline Pioneer Natural Resources Stock Cash Cash Cash Cash Stock Stock Yes Yes Yes Yes Yes No Yes 7 % 6 20 6 13 7 1 8 % 4 20 7 14 4 7 Pending Publicly Announced LP Buy Ins³ 10-Jul-18 17-May-18 17-May-18 17-May-18 Transmontaigne Partners L.P. Enbridge Energy Partners, L.P. Enbridge Energy Management, L.L.C. Enbridge Income Fund Holdings Inc. ArcLight Enbridge Inc. Enbridge Inc. Enbridge Inc. Cash Stock Stock Stock Yes Yes No No 5 0 0 5 1 2 3 5 Source: Company filings and press releases, CapIQ, Bloomberg 1 For the all stock transactions, the 1-Day Premia paid is based on the Offer price based on acquirer stock price on the day prior to announcement effected for the exchange ratio offered to the target compared with the target’s market price on the day prior to announcement. The 30 Trading Day VWAP Premia Paid is calculated using the 30 Trading Day VWAP of the target as calculated on the day prior to the announcement of the target. The premia also include cash consideration on a per share basis when applicable. 2 1-Day and 30-Trading Day VWAP calculated based on undisturbed dates for the specified transactions. 19 Additional Market Reference Materials High26 %28 % Median1210 Mean1213 Low00

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Exhibit (c)(35)

Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose September 13, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 1

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Status of Key Transaction Components Transaction Terms GP Series B AR S.C. AM S.C. 1.775x with $3 per unit cash credit against exchange ratio — Implies aggregate consideration of 1.6121x + $3 per Midstream unit calculated off 1.775x exchange ratio using GP 20-day VWAP as of 4-Sept-2018 (assumption in favor of AM) — Cash-stock election mechanic (details to be refined) such that the fixed share and cash pools are distributed in full to AM unitholders $0.415 special cash distribution to AM public unitholders at close 1.775x + $0.415 / Unit Special Dist. to Public Two Option Counter Proposal (Agree to Either) (Agree to Either) 18.5mm New GP shares Original vesting schedule and consequences for accrued Series B distributions, except as noted below — No accelerated vesting for any Series B unitholder — Not subject to performance metrics at Upstream Unvested New GP shares received at closing do not accrue New GP dividends (i.e., estimated four quarters of foregone dividend accruals on final tranche) Forfeiture of Series B settlement shares if holder leaves prior to vesting (i.e, no reallocation of settlement shares to other Series B holders) [] Communicate to investors at transaction announcement intention to keep Midstream distribution whole for 1 year (four quarters) for Midstream unitholders who receive the all equity consideration of 1.775x New GP shares [] Delaware C-Corp with majority of independent directors elected by public New GP shareholders and no controlled company exceptions New GP board will have staggered board terms Nomination rights and step-downs: Upstream nominating committee to nominate director designees; Upstream to have proportionate step-down rights as sponsors [] [] <<< In final negotiations >>> Yes, vote of majority of unaffiliated shareholders to approve [] Yes, vote of majority of unaffiliated unitholders to approve [] Upstream, sponsors, and Series B unitholders to have registration rights equivalent to their existing rights [] No acceleration of water earn outs [] 2 Water Earn Outs Registration Rights Midstream Vote GP Vote New AMGP Structure, Board, and Governance Pro Forma Distribution Series B Settlement Merger Consideration

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Review of Offers to Date Summary of Economic Terms Date Proposal Summary 1 4-Jun-2018 GP Proposal 1.6000x Exchange Ratio (All equity) 2 20-Jul-2018 Revised GP Proposal 1.6500x Exchange Ratio (All equity) 3 12-Aug-2018 Revised GP Proposal 1.7000x Exchange Ratio (All equity) 1.8650x Exchange Ratio (1.7100x + $3.00/unit cash) Person – Denver) 4 14-Aug-2018 Revised GP Proposal (In Person – Denver) 1.7000x Exchange Ratio (1.5449x + $3/unit cash) Revised GP Proposal (Accepted by Upstream) 5 20-Aug-2018 1.7750x Exchange Ratio (1.6117x + $3/unit cash) 1.7750x Exchange Ratio (1.6145x +$3/unit cash to all Midstream Unitholders), plus $0.415 special distribution to Midstream Public Unitholders 6 30-Aug-2018 Revised GP Proposal Note: Cash component converted to exchange ratio equivalent based on the price date referenced in the respective offers or us ed for negotiations for all offers through 14-Aug-2018; 20 trading day VWAP as of the close prior to the offer date used for subsequent offers. Final mechanism for converting cash component to equity exchange ratio has not yet been settled. 3 Either: 1.775x Exchange Ratio (inclusive of $3/unit cash consideration) plus $0.415 special distribution to Midstream Public Unitholders plus Series B settlement at 1-Sep-2018Revised Midstream Proposal13.5mm shares; or 1.8500x Exchange Ratio to Midstream Public, (consideration mix TBD, but targeting $3/Unit cash credit and $0.415 special distribution) plus Series B settlement at 18.5mm shares 14-Aug-2018Revised Midstream / Upstream Response (In 25-Jul-2018Revised Midstream / Upstream Response1.9100x Exchange Ratio (1.7100x + $3.84/unit cash) 14-Jul-2018Midstream / Upstream Response1.9600x Exchange Ratio (1.7500x + $4/unit cash)

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Components of Total Consideration 1.7980 x 1.7750 x 0.0230 x Equity Component Cash Component Total Merger Consideration Special Dividend to Midstream Public Effective Exchange Ratio to Midstream Public 1.8270 x 1.8500 x 0.0230 x Equity Component Cash Component Total Merger Consideration Special Dividend to Midstream Public Effective Exchange Ratio to Midstream Public Source: Bloomberg market data as of 12-Sep-2018 4 1.6604 x $0.415/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP $3/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP 0.1666 x Current Midstream Offer 1.6084 x $0.415/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP $3/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP 0.1666 x Current GP Offer

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Summary Present Value of Future Share Price 1.8270x Exchange Ratio (1.6604x Equity + $3 / Unit Cash) + $0.415 Special Dividend to Midstream Public Unitholders Illustrative Pro Forma Trades in Line With Midstream Status Quo Primary Assumptions for Valuation $ 34.58 $ 31.37 $ 30.44 $ 29.73 $ 30.96 $ 28.02 $ 30.96 $ 26.86 $ 26.04 $ 25.63 $ 27.05 $ 24.97 $ 27.05 $ 23.88 $ 25.63 $ 22.47 $ 21.75 $ 22.29 $ 22.29 $ 20.72 $ 19.86 $ 20.72 $ 17.92 $ 17.92 2019 2020 2021 Pro Forma @ 7.25% Yield Status Quo @ 7.0% Yield 2019 2020 2021 Pro Forma @ 8.0% Yield Status Quo @ 7.0% Yield Pro Forma @ 6.25% Yield Status Quo @ 6.0% Yield Pro Forma @ 7.0% Yield Status Quo @ 6.0% Yield Source: Arkose Projections and Bloomberg market data as of 12-Sep-2018 5

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Illustrative Analysis at Various Equity Values 1.8270x Exchange Ratio (1.6604x Equity + $3 / Unit Cash) + $0.415 Special Dividend to Midstream Public Unitholders Combined Market Cap - Current Value Approx. Combined Market Cap - Indexed Value² Illustrative Equity Value Before Cash³ (-) Cash Consideration & Special Dividend $ 9,029 (601) $ 9,400 (601) $ 9,800 (601) $ 10,200 (601) $ 10,600 (601) $ 11,000 (601) (+) Pro Forma Net Debt at YE2018 2,387 2,387 2,387 2,387 2,387 2,387 Current Arkose Multiples Implied EV / EBITDA 2019 2020 Metric Midstream GP $ 989 1,222 10.9 x 8.8 11.3 x 9.2 11.7 x 9.5 12.1 x 9.8 12.5 x 10.1 12.9 x 10.5 10.8 x 8.7 NA NA GP Yield Implied Distribution Yield Current 26-Jan Index $ 0.89 1.34 5.4 % 8.2 5.2 % 7.9 5.0 % 7.5 4.8 % 7.2 4.6 % 6.9 4.4 % 6.7 5.0 % 7.6 4.3 % 6.5 2019 2020 Current Equity Multiples / Yields Implied P / DCF 2019 2020 Midstream SHLX HESM NBLX $ 1.59 1.94 10.3 x 8.4 10.7 x 8.8 11.2 x 9.2 11.7 x 9.6 12.2 x 10.0 12.7 x 10.4 11.0 x 9.3 14.5 x 13.3 12.1 x 10.5 9.3 x 8.1 Implied Distribution Yield 2019 2020 $ 1.21 1.66 7.4 % 10.2 7.1 % 9.8 6.8 % 9.3 6.5 % 9.0 6.3 % 8.6 6.0 % 8.3 7.3 % 9.4 7.7 % 8.3 7.2 % 8.3 6.4 % 7.7 Source: Arkose Projections, Arkose Merger Model, and Bloomberg market data as of 12-Sep-2018 Note: Analysis assumes 18.5mm shares issued to Series B. 1 PV10 calculated based on midyear convention and discounted to 30-Jun-2018. PV10 of residual step up calculated from PWC/Arkose provided depreciation schedule for step up in tax basis assuming 1.8270x merger consideration exchange ratio and share/unit prices as of 6-Sep-2018; analysis assumes 25.3% tax rate. 2 Indexed value reflects illustrative market cap based on GP and Midstream prices indexed to the AMZ since 26-Jan-2018, the last trading day prior to the announcement of a strategic review. 3 Arkose status quo equity value based on combined Midstream diluted equity value, market implied Series B value, and GP equity value. Pro forma share count includes LTIP. 6 Selected High Growth MLPs (with IDRs) 18-20 CAGR29 %11 %15 %20 % Pro Forma 18-20 CAGR58 % Status Quo Implied Enterprise Value at Close$ 10,815$ 11,186$ 11,586$ 11,986$ 12,386$ 12,786 Implied Share Price $16.30$17.02 $17.79$18.56$19.34$20.11 PV10 of Residual Step Up in Tax Basis at End of Forecast: $479mm1 Illustrative PF Equity Value$ 8,428$ 8,799$ 9,199$ 9,599$ 9,999$ 10,399 PV10 of 2019-2022 Cash Tax Savings: ~$289mm1 Current GP Price: $ 17.58

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Appendix A: Additional Reference Materials

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Determining Arkose’s Overall Status ($ in millions, except per share / unit data) Quo Yield Calculation of Combined Equity Value Calculation of Yield AMZ Indexed From 26-Jan Based on Current Prices Based on 26-Jan Index Current Close 2019 2020 2019 2020 Midstream Unit Price (/) LP DCF $ 30.18 2.76 $ 30.18 3.24 $ 30.96 $ 30.96 Basic Midstream Units (+) Midstream LTIP 187 1 Midstream Diluted Unit Count (x) Midstream Unit Price 188 $ 30.18 Midstream LP DPU (/) Midstream Unit Price $ 2.21 30.18 $ 2.85 30.18 $ 30.96 30.96 30.96 Current Premium (Discount) to Index GP Shares (+) Series B Converted Shares¹ (3)% 186 5.3 186 4.4 GP Diluted Share Count (x) GP Share Price 191 $ 17.58 191 $ 20.58 GP DPS (/) GP Share Price $ 0.89 17.58 $ 1.34 17.58 20.58 20.58 Current Premium (Discount) to Index (15)% 19-20 Average Yield Distributable Cash Flow² Distributed Cash³ 6.3 % $ 795 591 5.4 % $ 950 802 Current Premium (Discount) to Index (8)% Net Debt (Incl. Water Drop) 1,611 1,611 EBITDA $ 989 $ 1,222 Source: Arkose Projections and Bloomberg market data as of 12-Sep-2018 Note: Share counts based on 2Q2018 Midstream and GP 10-Qs. 1 Current Close based on 20-day VWAP; Indexed Series B values based on GP status quo market cap and status quo Series B conversion. 2 Based on total DCF at Midstream, excluding taxes at GP. 3 Based on distributions to LPs at Midstream, distributions to Series B unitholders, and dividends to GP shareholders. Additional Reference Materials 8 11.5 x9.3 x EV/EBITDA10.8 x8.7 x Enterprise Value$10,640$11,376 12.3 x10.3 x 6.1 %8.2 % Implied Equity Value / Total DCF11.4 x9.5 x Implied Distribution Yield6.5 %8.9 % Arkose GP Diluted Equity Value$ 9,029$ 9,765 4.3 %6.5 % Implied Yield5.0 %7.6 % GP Diluted Equity Value$ 3,352$ 3,940 7.1 %9.2 % Implied Yield7.3 %9.4 % Midstream Diluted Equity Value$ 5,677$ 5,824 Midstream P/LP DCF11.0 x9.3 x11.2 x9.5 x

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YTD Stock Price Performance Arkose Absolute Price and AMZ Indexed Prices | Indexed Based on GP Peak (26-Jan-2018) GP Midstream $ 36.00 $ 24.00 $ 34.00 $ 22.00 $ 32.00 $ 30.96 $ 30.18 $ 20.58 $ 30.00 $ 20.00 $ 28.00 $ 18.97 $ 18.00 $ 26.00 $ 24.00 $ 17.58 $ 16.00 $ 22.00 $ 20.00 $ 14.00 Jan-2018 Mar-2018 May-2018 Aug-2018 Jan-2018 Mar-2018 May-2018 Aug-2018 Absolute Price AMZ Indexed (26-Jan) AMZ Indexed (22-Aug) Source: Bloomberg market data as of 12-Sep-2018 9 Additional Reference Materials

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Historical NTM Last Two Years Dividend Yield 8.0 % 7.5 % 7.0 % 6.9 % 6.1 % 6.0 % 4.6 % 4.0 % 2.0 % 0.0 % Sep-2016 Jan-2017 May-2017 Sep-2017 Jan-2018 May-2018 Sep-2018 Midstream GP Noble Midstream Hess Midstream Shell Midstream Source: Bloomberg market data as of 12-Sep-2018 10 Additional Reference Materials NTM-Time Weighted Div Yield

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Illustrative GP / Midstream Contribution ($ in millions) Analysis Arkose GP Common Shares Breakeven Exchange Ratio (GP Perspective)¹ IDR LLC Series B Midstream LP Unitholders Ratio of Observed Market Cap Current Market Cap (Spot) $ 3,274 $ 78 $ 5,677 1.642 x 20 Trading Day VWAP Based Market Cap 3,354 108 5,824 1.652 Illustrative GP $19 Share Price 3,538 80 5,690 1.516 Current Market Cap (Spot) $ 3,274 $ 78 $ 5,966 1.729 x 20 Trading Day VWAP Based Market Cap 3,354 108 6,113 1.738 Illustrative GP $19 Share Price 3,538 80 5,979 1.597 Current Market Cap (Spot) $ 3,274 $ 78 $ 6,445 1.874 x 20 Trading Day VWAP Based Market Cap 3,354 108 6,592 1.879 Illustrative GP $19 Share Price 3,538 80 6,458 1.731 1.827 x 1.775 x GP Series B Midstream Source: Arkose Projections and Bloomberg market data as of 12-Sep-2018 1 Calculated assuming fixed 18.5mm shares issued to retire Series B units and exchange ratio to Midstream required to set GP’s pro forma ownership equal to its portion of market capitalization. 11 Additional Reference Materials Equity Various Exc. 34.6 % 3.4 % 62.0 % 34.0 % 3.4 % 62.7 % New AMGP Ownership at Ratios 35.1 % 0.8 % 64.1 % 33.4 % 1.1 % 65.6 % 33.4 % 0.8 % 65.8 % Observed Equity Value Plus PV10 of All Tax Synergies (Added to Midstream) 36.9 % 0.8 % 62.3 % 35.0 % 1.1 % 63.8 % 35.1 % 0.8 % 64.0 % Observed Equity Value Plus PV10 of Near Term Tax Synergies (Added to Midstream) 38.0 % 0.9 % 61.1 % 36.1 % 1.2 % 62.7 % 36.3 % 0.9 % 62.9 % Observed Equity Value GP / Midstream Spot Price: $17.58 / 30.18 GP / Midstream VWAP: $18.01 / $30.25

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Exhibit (c)(36)

Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose September 21, 2018

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Summary of Recent Developments On Friday, September 14th, the AMGP Committee sent a letter responding to AM’s September 2nd proposal (Option A / Option B) Over the weekend of September 15th, Warburg retained Citi to provide additional perspective on the transaction Conversations have occurred from time-to-time since our September 14th letter among the various parties to the negotiations and their financial and legal advisors, including:  An AM Committee letter on Tuesday, September 18th, which “retracted” its September 2nd proposals given “recent trading ratios” and “AMGP’s rejection of [AM’s] offer” –AM also requested that management update the financial forecasts being used by the parties A number of trial concepts from Warburg’s advisor, Citi, which are various combinations of increasing the aggregate number of shares issued in the transaction and/or increasing the quantity of cash paid, with additional tweaks to value allocation among the various parties –It is unclear to what extent any of the primary constituents to the negotiations (AM Committee, AR Committee, or the Series B holders) support any of these trial concepts / ideas –There does not appear to be any trial concept / idea that is consistent with or an improvement to AMGP’s 1.775x proposal for AMGP shareholders An AR Committee term sheet revision on Tuesday, September 18th with “AR’s understanding of Citi’s Proposed Compromise”, which includes a reduction in Series B settlement shares but a change such that AR shall receive the special dividend A proposal from the Series B holders on Thursday, September 21st indicating a concession on the Series B settlement to 17.354mm shares from 18.5mm –The proposal also indicated modified equity exchange ratios to allocate additional value to AM Public unitholders –The aggregate number of New AMGP shares issued and cash paid in the Series B holder proposal appears consistent with our 1.775x proposal as described in the September 14th letter — — — — 1

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Components of Total Series B Holder Proposal Consideration 1.7717 x Equity Component Cash Component Total Merger Consideration 1.8067 x 1.8305 x 0.0238 x Equity Component Cash Component Total Merger Consideration Special Dividend to Midstream Public Effective Exchange Ratio to Midstream Public Source: Company filings, Bloomberg market data as of 19-Sep-2018 2 1.6350 x $0.415/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP $3/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP 0.1717 x Series B Holders’ Proposal: Consideration to AM 1.6000 x $3/unit cash converted to exchange ratio equivalent based on GP 20-Trading Day VWAP 0.1717 x Series B Holders’ Proposal: Consideration to AR Note: Series B Settlement Shares: 17.354

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Total New AMGP Shares Issued and Cash Under Each Proposal (US$ in millions) Paid Total New AMGP Shares Issued Includes Series B Settlement Shares: 18.5 18.5 18.5 17.354 16.764 13.5 Withdrawn 330.9 321.5 321.1 320.1 320.4 316.1 GP Proposal at Sep 12 Prices GP Proposal at Sep 19 Prices Series B Holders Proposal at Sep 19 Prices Warburg / Citi "Concept" "Alternative B" Option A - AM Committee Option B - AM Committee Total Cash Paid Withdrawn $ 642 $ 601 $ 601 $ 601 $ 601 $ 601 GP Proposal at Sep 12 Prices GP Proposal at Sep 19 Prices Series B Holders Proposal Warburg / Citi "Concept" Option A - AM Committee Option B - AM Committee at Sep 19 Prices "Alternative B" Source: Company filings, Bloomberg market data as of 19-Sep-18 3

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Summary of New AMGP Value Illustrative $10bn Equity Value Before Cash Consideration (US$ in millions) Midstream Perspective Upstream Perspective GP Perspective Series B Perspective Change in Illustrative Value $(14) $(9) $(22) $ 45 $3,447 $3,457 Current GP Offer at 19-Sep-18 Series B Offer Current GP Offer at 19-Sep-18 Series B Offer Current GP Offer at 19-Sep-18 Cash Component Series B Offer Current GP Offer at 19-Sep-18 Series B Offer Equity Component Source: Company filings, Bloomberg market data as of 19-Sep-2018 4 $ 3,239$ 3,225 $ 343$ 321 $ 2,961$ 3,006 $ 297 $ 297 $ 305 $ 2,943 $ 305 $ 2,929 $2,702 $2,656

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Implied Premiums and Illustrative Ownership Impact at Various Exchange Ratios Source: Company filings, Bloomberg market data as of 19-Sep-2018 5 Fairness Committee Discussion Materials Last 30 Trading Close Day VWAP Illustrative Exchange Ratio AMGP Proposal Series B Proposal Merger Merger Consideration Consideration Merger with Special Merger with Special Consideration Dividend Consideration Dividend AM Public Illustrative Exchange Ratios (Midstream / GP) 1.7856 x 1.7134 x 1.7750 x 1.7861 x 1.7883 x 1.7995 x 1.8305 x Current Market Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price At 20-Aug (Date of Offer Accepted by Upstream) Last Close 30-Trading Day VWAP Midstream VWAP / GP Closing Price At 26-Jan-2018 (1 Trading Day Prior to Strategic Review) Last Close 30-Trading Day VWAP Midstream GP $ 30.32 $ 16.98 30.76 17.95 30.76 16.98 $ 31.06 $ 19.09 31.60 19.04 31.60 19.09 $ 33.13 $ 22.02 30.23 19.93 (1)% 0 % 0 % 1 % 3 % 4 4 4 5 7 (2) (1) (1) (1) 1 9 % 10 % 10 % 11 % 13 % 7 8 8 8 10 7 8 8 9 11 18 % 19 % 19 % 20 % 22 % 17 18 18 19 21

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Considerations to Exchange Ratio Calculation (US$ in millions, except per share data) Warburg / Citi "Concept" AMGP Estimate of AM Sept 2nd Proposal AMGP Proposal AMGP Proposal Series B Holders Proposal Alternative B Option A Option B at 12-Sep-18 at 19-Sep-18 at 19-Sep-18 at 12-Sep-18 at 12-Sep-18 at 12-Sep-18 AM Equity Component - AM Public (x) AM Units Receiving Merger Consideration 1.6084 x 89.2 1.6033 x 89.2 1.6350 x 89.2 1.6407 x 88.2 1.6084 x 89.2 1.6604 x 89.2 New AMGP Shares for Merger Consideration Equity Component - AR (x) AM Units Receiving Merger Consideration 143.5 1.6084 x 98.9 143.1 1.6033 x 98.9 145.9 1.6000 x 98.9 144.7 1.5910 x 99.9 143.5 1.6084 x 98.9 148.2 1.6604 x 98.9 New AMGP Shares for Merger Consideration 159.0 158.5 158.2 159.0 159.0 164.2 (+) New AMGP Shares to Series B 18.500 18.500 17.354 16.764 13.500 18.500 Cash Component (x) AM Units Receiving Merger Consideration $ 3.00 188.1 $ 3.00 188.1 $ 3.00 188.1 $ 3.00 188.1 $ 3.00 188.1 $ 3.00 188.1 Special Dividend (x) AM Units Receiving Special Dividend $ 0.415 88.2 $ 0.415 88.2 $ 0.415 88.2 $ 0.415 188.1 $ 0.415 88.2 $ 0.415 88.2 Total Special Dividend Total Cash Paid $ 37 $ 601 $ 37 $ 601 $ 37 $ 601 $ 78 $ 642 $ 37 $ 601 $ 37 $ 601 GP 20-Day VWAP Total Share Equivalent of Cash Component Total Share Equivalent for Merger Consideration $ 18.01 31.3 333.9 $ 17.47 32.3 333.9 $ 17.47 32.3 336.4 $ 18.01 31.3 335.0 $ 18.01 31.3 333.9 $ 18.01 31.3 343.7 Total Share Equivalent of Special Dividend Total Share Equivalent to AM Unitholders 2.0 335.9 2.1 336.0 2.1 338.5 4.3 339.3 2.0 335.9 2.0 345.7 Source: Company filings, Bloomberg market data as of 19-Sep-2018 6 Appendix Effective Exchange Ratio to AM Unitholders 1.7857 x 1.7861 x 1.7995 x 1.8039 x 1.7857 x 1.8377 x Total Merger Consideration 1.7750 x 1.7750 x 1.7883 x 1.7808 x 1.7750 x 1.8270 x Effective Exchange Ratio to AR 1.7750 x 1.7750 x 1.7717 x 1.7806 x 1.7750 x 1.8270 x Effective Exchange Ratio to AM - Public 1.7980 x 1.7988 x 1.8305 x 1.8303 x 1.7980 x 1.8500 x Cash for Merger Consideration $ 564 $ 564 $ 564 $ 564 $ 564 $ 564 Total New AMGP Shares Issued 321.1 320.1 321.5 320.4 316.1 330.9 Total Shares for Merger Consideration 302.6 301.6 304.1 303.7 302.6 312.4

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Exhibit (c)(37)

Project Francis Conflicts Committee of the Board of Directors of Arkose GP LLC Additional Series B Reference Materials September 24, 2018

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Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 1

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Status Quo: Publicly Disclosed Series B Value vs Optional At-Market Conversion Value (US$ in millions) Multiple: Disclosed Value / At-Market Conversion Value 2.0x 1.7x 1.9x 1.9x 2.3x $ 203 $ 176 30-Jun-17 30-Sep-17 31-Dec-17 31-Mar-18 30-Jun-18 Publicly Disclosed Value Optional At-Market Conversion Value Source: Company filings, Bloomberg market data as of 21-Sep-2018 Note: Excludes Q1 2017 10Q valuation as AMGP IPO occurred May 2017 2 $ 186$ 183 $ 119 $ 90 $ 99 $ 155 $ 90 $ 67

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Pro Forma: At-Market Conversion Value vs. Proposed Deal (US$ in millions) Terms - $ Value Optional At-Market Conversion Value $ 500 $ 450 $ 400 $ 350 $ 300 $ 250 $ 200 $ 348 $ 331 $ 328 $ 321 $ 314 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Optional At-Market Conversion Value - 6% of Market Cap Framework Proposed Fixed Series B Settlement of New GP Shares Difference $ 128 $ 123 $ 140 $ 120 $ 100 $ 80 $ 60 $ 40 $ 20 $ 0 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Differential in Conversion Value Source: Company filings, Bloomberg market data as of 21-Sep-2018 3 $ 107 $ 93 $ 80$ 86 $ 70$ 63 $ 459$ 444 $ 414$ 400$ 421$ 407 $ 372 $ 344 $ 292$ 284$ 300

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Pro Forma: At-Market Conversion Shares vs. Proposed Deal Terms – Share Value Optional At-Market Conversion Shares 24.1 24.0 25.0 23.6 23.0 21.2 20.9 21.0 19.0 17.0 15.0 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Optional At-Market Conversion Shares - 6% of Market Cap Framework Proposed Fixed Series B Settlement of New GP Shares Difference 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Differential in Conversion Shares Source: Company filings, Bloomberg market data as of 21-Sep-2018 4 6.76.7 6.2 4.84.74.9 3.53.9 22.122.122.3 17.35417.35417.35417.35417.35417.35417.35417.354

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Implications of Disclosed Information B Pro Forma Value for Series The Series B optional conversion mechanic is disclosed to the market, which therefore means that investors are able to calculate the conversion value of the Series B units Implications for Conversion Value — AMGP regularly discloses an actuarially-based valuation of the Series B units, which is significantly higher (the “multiplier”) than the conversion value The “multiplier” reflects the incremental value of the imbedded options on projected dividends and future increases in AMGP’s market capitalization attributable to increases in AMGP’s share price and/or share count through December 2026 The “multiplier” has averaged 2.0 over the past five quarters and was 2.0 as of June 30, 2018, reflecting a Series B valuation of $183mm vs. the conversion value of the underlying shares of $90mm $ 814 [2.0]x — — If the pre-deal conversion mechanics can be calculated, investors are able to calculate the conversion value in a pro-forma-combined scenario — After the simplification, investors can also safely assume that the Series B units will be worth more than the conversion value into the underlying shares for the same economic reasons as in status quo (i.e., option on future dividends and market cap increases), and consequently would not be converted The contemplated settlement of the Series B units into 17.35mm shares (worth $300mm as of September 22nd) represents a significant discount to either: –Immediate conversion of the Series B units into the underlying (23.6mm) AMGP shares (worth $407mm at September 22nd); or –The Series B units remain outstanding at a premium valuation to that of the underlying shares (potentially worth $610-$814mm assuming the historical “multiplier” of 1.5-2.0x) Proposed Final Series B Settlement Optional at-Market Conversion Value: 6% Market Cap Hypothetical Disclosed Hypothetical Disclosed Value (@1.5x) Value (@2.0x) In addition, the contemplated settlement of the Series B units facilitated the transition to a traditional C-corp structure with associated governance provisions, which should translate into meaningful economic value Source: Company filings, Bloomberg market data as of 21-Sep-2018 5 [1.5]x$610 $ 407 $ 300

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Appendix A: Supporting Calculations

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Status Quo: Illustrative Optional Series B Conversion Value (US$ in millions, except per unit data or otherwise stated) 30-Jun-17 30-Sep-17 31-Dec-17 31-Mar-18 30-Jun-18 Publicly Dislosed Estimated Value Per Unit of Series B $ 2,042 $ 1,884 $ 1,787 $ 1,574 $ 1,852 Series B Units Outstanding (thousands) 99.5 98.6 98.6 98.6 98.6 20 Day GP VWAP $ 21.46 $ 19.70 $ 18.91 $ 16.83 $ 18.88 (x) Common Shares Outstanding 186 186 186 186 186 GP Market Cap $ 3,995 $ 3,668 $ 3,521 $ 3,133 $ 3,516 (-) $2.0bn Threshold (2,000) (2,000) (2,000) (2,000) (2,000) Equity Value Subject to Series B Take $ 1,995 $ 1,668 $ 1,521 $ 1,133 $ 1,516 (x) Series B Take 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % (x) Units Outstanding 99.5 % 98.6 % 98.6 % 98.6 % 98.6 % (x) Percent Vested 100.0 100.0 100.0 100.0 100.0 (/) Vested Units Outstanding 99.5 98.6 98.6 98.6 98.6 (x) Vested Units Redeemed 99.5 98.6 98.6 98.6 98.6 (/) 20 Day GP VWAP $ 21.46 $ 19.70 $ 18.91 $ 16.83 $ 18.88 Source: Company filings, Bloomberg market data as of 21-Sep-2018 7 Conversion - Common Shares Issued 5.55 5.01 4.76 3.98 4.75 Per Vested B Unit Entitlement $ 1.20 $ 1.00 $ 0.91 $ 0.68 $ 0.91 Total Entitlement $ 119 $ 99 $ 90 $ 67 $ 90 Series B Value $ 120 $ 100 $ 91 $ 68 $ 91 Publicly Disclosed Value $ 203 $ 186 $ 176 $ 155 $ 183

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Pro Forma: Illustrative Optional Conversion Value (US$ in millions, except per share data) Series B 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Market Midstream Unit Price - Spot / Closing $ 26.11 $ 25.89 $ 26.81 $ 30.25 $ 29.52 $ 33.04 $ 29.27 $ 30.05 (/) GP Share Price - Spot / Closing 18.50 15.99 17.22 19.25 18.86 19.22 16.89 17.35 Implied Exchange Ratio Expected from Market - Midstream / GP 1.4114 x 1.6191 x 1.5569 x 1.5714 x 1.5652 x 1.7190 x 1.7330 x 1.7320 x (x) Midstream Units Outstanding (mm) 188.1 188.1 188.1 188.1 188.1 188.1 188.1 188.1 New GP Shares Created (mm) 265.5 304.6 292.9 295.6 294.4 323.4 326.0 325.8 (+) GP Shares Outstanding (mm) 188.1 188.1 188.1 188.1 188.1 188.1 188.1 188.1 Pro Forma GP Shares Outstanding (mm) 453.6 492.7 481.0 483.7 482.6 511.5 514.1 513.9 (x) 20 Day GP VWAP $ 19.82 $ 16.83 $ 16.37 $ 18.11 $ 18.88 $ 19.08 $ 18.50 $ 17.27 Pro Forma GP Market Cap $ 8,993 $ 8,291 $ 7,874 $ 8,761 $ 9,111 $ 9,758 $ 9,513 $ 8,876 (-) $2.0bn Valuation Threshold (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) (2,000) Equity Value Subject to Series B Take $ 6,993 $ 6,291 $ 5,874 $ 6,761 $ 7,111 $ 7,758 $ 7,513 $ 6,876 (x) Series B Take 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % 6.0 % (x) Units Outstanding 98.6 % 98.6 % 98.6 % 98.6 % 98.6 % 98.6 % 98.6 % 98.6 % (x) Percent Vested 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 (/) Vested Units Outstanding 99 99 99 99 99 99 99 99 (x) Vested Units Redeemed 99 99 99 99 99 99 99 99 (/) 20 Day GP VWAP $ 19.82 $ 16.83 $ 16.37 $ 18.11 $ 18.88 $ 19.08 $ 18.50 $ 17.27 Source: Company filings, Bloomberg market data as of 21-Sep-2018 8 Conversion - Common Shares Issued 20.9 22.1 21.2 22.1 22.3 24.1 24.0 23.6 Per Vested B Unit Entitlement $ 4.20 $ 3.77 $ 3.52 $ 4.06 $ 4.27 $ 4.65 $ 4.51 $ 4.13 Total Entitlement $ 414 $ 372 $ 348 $ 400 $ 421 $ 459 $ 444 $ 407 Series B Value $ 420 $ 377 $ 352 $ 406 $ 427 $ 465 $ 451 $ 413

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Pro Forma: Illustrative Proposed Fixed Series Settlement of New GP Shares (US$ in millions, except per share data) B 28-Feb 29-Mar 30-Apr 31-May 29-Jun 31-Jul 31-Aug 21-Sep Proposed Shares to Series B (mm) 17.354 17.354 17.354 17.354 17.354 17.354 17.354 17.354 (x) 20 Day GP VWAP $ 19.82 $ 16.83 $ 16.37 $ 18.11 $ 18.88 $ 19.08 $ 18.50 $ 17.27 Differential in Series B Value between Market Price and Proposal $70 $80 $63 $86 $93 $128 $123 $107 Source: Company filings, Bloomberg market data as of 21-Sep-2018 9 Proposed Fixed Settlement Value $ 344 $ 292 $ 284 $ 314 $ 328 $ 331 $ 321 $ 300

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Exhibit (c)(38)

Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose October 3, 2018 PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Gol dman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a produ ct of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies name d herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solic itation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice.

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Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 2

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2019 Dividend Policy Impact on Growth Rates Pro Forma Y.o.Y. Dividend Growth Per New GP Share (’20-’22) Prior Working Assumptions $ 2.58 40 % 35 % 2019 2020 2021 2022 Upstream / Midstream S.C. Proposal 30 % $ 2.58 $ 1.38 Distribution 25 % 2019 2020 2021 2022 Management Proposal (Mid-Point of Guidance Range) 20 % $ 2.24 $ 1.56 15 % 2020 2021 2022 2019 2020 2021 2022 Source: Arkose Projections and Bloomberg market data as of 1-Oct-2018 Note: Price date set based on date of Management proposal. GP proposal keep whole exchange ratio reflects aggregate cash and equity consideration paid to all Midstream Common Unitholders, excluding the special dividend. Upstream/Midstream proposal keep whole exchange ratio reflects the equity exchange ratio offered to Upstream. Management proposal keep whole exchange ratio reflects the aggregate consideration paid to Midstream Common Unitholders, including the special dividend. 3 $ 1.87 $ 1.21 Post 2019 Drivers: Working Assumptions & Midstream / Upstream Proposal: status quo coverage ratios Management Proposal: status quo AM DPU growth guidance $ 2.11 $ 1.69 $ 2.11 $ 1.69 $ 1.23 38 % 29 % 25 % 25 %22 % 23 %22 % 20 %20 % Keep Whole Exchange Ratios: Prior Working Assumptions: ~1.80x Midstream / Upstream Proposal: ~1.60x Management Proposal: ~1.83x

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Implied Cash Flow to Upstream $ 1,526 $ 1,502 Cash Flow Status Quo Prior Working Assumptions Upstream / Midstream S.C. Proposal Management Proposal 2019 2020 2021 2022 Cash Source: Arkose Projections and Bloomberg market data as of 1-Oct-2018 4 Upstream 2019 Break-even: $0.18 / $91mm $ 297 $ 1,386 $ 1,244 $ 297 $ 297 $ 405 Cum.: $1,229 $ 408 Cum.: $1,204 $ 408 Cum.: $1,089 $ 355 $ 338 $ 334 $ 334 $ 296 $ 282 $ 268 $ 268 $ 247 $ 219 $ 219 $ 194 $ 191

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Illustrative Impact on Coverage and Leverage Ratios Excludes Water Drop Per Management & Ratings Agency Methodology 2.87 x 2.74 x 2.55 x 2.33 x 1.31 x 1.17 x 1.11 x 1.05 x 2019 2020 2021 2022 2019 2020 2021 2022 2.95 x 2.74 x 2.55 x 2.33 x 1.17 x 1.17 x 1.11 x 1.05 x 2019 2020 2021 2022 2019 2020 2021 2022 2.86 x 2.68 x 2.46 x 2.22 x 1.34 x 1.27 x 1.27 x 1.22 x 2019 2020 2021 2022 2019 2020 2021 2022 Source: Arkose Projections and Bloomberg market data as of 1-Oct-2018 Note: Analysis excludes impact of changes in net interest expense resulting from changes in distribution profile. Absent a transaction, Midstream is forecast to have total leverage ratios of 2.34x, 2.23x, 2.11x, and 1.95x and coverage ratios of 1.31x, 1.17x, 1.11x, and 1.05x in 2019-2022 at year end 2019, 2020, 2021, and 2022, respectively. 5 Upstream / Midstream S.C. Proposal Management Proposal Prior Working Assumptions w/ $0.18 Dividend: 2.97x w/ $0.18 Dividend: 1.16x Illustrative Coverage Ratio Illustrative Total Leverage Ratio

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Liability Management Observations Positive outlook on Midstream and Upstream by Moody’s; Stable outlook on both at S&P Pro forma, fundamentals of the business and growth trajectory is not changing, creating no catalyst to de-link Upstream / Midstream corporate ratings Both Midstream and Upstream are well below downgrade thresholds today and will remain in the same ratings “bucket” for key financial metrics following the transaction — Midstream key drivers are leverage and DPU coverage Agencies generally view “collapse” transactions favorably as they eliminate the IDR burden and can result in improved DPU coverage For Moody’s specifically, notching of Midstream bonds could improve following senior notes issuance (achieves ~50/50 split in capital structure between secured and unsecured debt) A ~1x leverage increase at Midstream relative to agency expectations, while still below the thresholds for a downgrade (4x at both agencies), is a meaningful change from how the agencies view the business today Revolver upsize at Midstream could offset notching benefit of additional senior notes, although a revolver upsize as credit positive is part of Moody’s methodology and the agency tends to adhere to that methodological approach Upstream is viewed on a consolidated basis with Midstream by Moody’s; the incremental debt will be reflected in their credit metrics, but should not change the ratings mapping — Less common for the agencies to downgrade a credit on positive watch; typically would require a material shift Reiterate management‘s financial policy at Midstream and expectation to be below 3x within 12 months Provide clarity on strong DPU coverage on a go-forward basis Bridge cash flow profile at Upstream to explain free cash flow impact 6 Factors to Emphasize in Ratings Agency Presentations Potential Credit-Negative Considerations Credit-Positive Factors

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Exhibit (c)(39)

Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose October 6, 2018

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Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “Committee"), the general partner of Arkose GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company and the Committee, on the one hand, and Goldman Sachs, on the other hand. 1

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Implications of New GP Expected Dividend Policy New GP Pro Forma DCF – Status Quo Coverage New GP Pro Forma DCF – Expected Dividend Policy 2019 2020 2021 2022 2019 2020 2021 2022 Assumed Coverage 1.31 x 1.17 x 1.11 x 1.05 x Dividend Guidance Retained Cash Flow $ 198 $ 143 $ 121 $ 70 Implied Coverage 1.31 x 1.23 x 1.23 x 1.19 x Retained Cash Flow $ 193 $ 186 $ 229 $ 218 Source: Midstream Standalone Projections, GP Pro Forma Projections, Bloomberg market data as of 5-Oct-2018 1 As communicated by Management during week of October 1st, and which is subject to New GP board approval. Mid-point of guidance reflected in forecast provided by management. Financial Analyses 2 % Change in DCF/ Share 0 % 0 % 0 % 0 % % Change in Dividend 1 % (5)% (10)% (11)% $mm Increase in Retained Cash Flow $(5) $ 43 $ 108 $ 149 Mid Point $ 1.24 $ 1.60 $ 1.93 $ 2.31 Implied Dividend $ 1.23 $ 1.69 $ 2.14 $ 2.60 DCF / Share $ 1.62 $ 1.97 $ 2.38 $ 2.74 DCF / Share $ 1.62 $ 1.97 $ 2.38 $ 2.74 The expected change in GP Dividend Policy1 to retain more cash flow rather than maximizing dividends implies DCF should become the more important valuation metric to accurately measure the value of the cash flows generated by the assets

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GP Intrinsic Value Analyses Present Value of Future Share Price Status Quo Pro Forma $ 33.22 $ 31.49 $ 30.11 $ 30.12 $ 28.38 $ 26.10 $ 27.01 $ 27.17 $ 26.05 $ 25.90 $ 24.24 $ 23.39 $ 23.45 $ 21.27 $ 21.03 $ 20.79 $ 18.80 $ 17.51 $ 17.51 $ 17.02 Hold Period: (Year-End) 2019 14.0 x P/DCF 2020 12.5 x P/DCF 2021 2019 16.7 x P/DCF 2020 14.8 x P/DCF 2021 11.0 x P/DCF Current 13.3 x P/DCF Current 6.00 % 6.75 % 7.50 % DCF Yield Source: GP Standalone Projection, GP Pro Forma Projections, and Bloomberg market data as of 5-Oct-2018 Financial Analyses 3 Equivalent Assumes 9% Ke

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Appendix A: Additional Reference Materials

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Public Company Trading Midstream Comparable Companies ($ in millions, except per share / unit values) 19E-20E DCF YoY Growth 19E-20E DPU YoY Growth Price / LP DCF DPU Yield Total Debt / 2018E EBITDA Company 2019E 2020E 2019E 2020E CNX Midstream Crestwood DCP Midstream Enable Midstream EnLink Midstream EQT Midstream Hess Midstream Noble Midstream Shell Midstream Targa Resources Western Gas 11.2 x 11.2 10.7 10.9 11.4 9.0 12.3 9.1 14.3 12.9 10.2 10.0 x 10.9 10.1 10.1 11.1 7.8 10.7 8.0 13.1 10.6 9.9 12 % 3 7 7 3 NA² 15 15 9 22 3 7.9 % 6.6 7.3 7.5 8.4 9.6 7.1 6.5 7.8 6.2 8.9 9 % 7 8 8 9 11 8 8 8 6 9 15 % 6 3 2 2 15 15 20 8 0 5 2.5 x 3.7 4.3 3.5 3.9 3.4 0.0 2.4 3.5 4.3 3.5 Sources: IBES, latest publicly available financial statements, and Bloomberg market data as of 5-Oct-2018. Projected EBITDA and DPS are based on IBES median estimates; projected LP DCF calculated based on median of brokers who provide LP DCF and/or total DCF and LP units outstanding. All research estimates have been calendarized to December. 1 Source: Management Status Quo Projections, latest publicly available financial statements, IBES/Wall Street research, and Bloomberg market data as of 04-Jun-2018. Projected EBITDA, LP DCF, and DPS are based on Management Status Quo Projections in the Arkose management case; IBES case follows the same methodology as peers. 2 NA due to lack of broker consensus for status quo and pro forma Additional Reference Materials 5 High Valuation 14.3 x 13.1 x 22 % 6.2 % 6.5 % 20 % 4.3 x Mean 11.2 10.2 10 7.6 8.3 8 3.2 Median 11.2 10.1 8 7.5 8.1 6 3.5 Low Valuation 9.0 7.8 3 9.6 11.0 0 0.0 Arkose Midstream¹ (Management) 10.8 x 9.2 x 20 % 7.4 % 9.6 % 29 % 1.9 x

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Exhibit (c)(40)

Project Francis Conflicts Committee GP LLC Discussion Materials of the Board of Directors of Arkose October 8, 2018

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Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Conflicts Committee of Board of Directors of Arkose GP LLC (the “General Partner” and such conflicts committee, the “Committee”), the general partner of Arkose Midstream GP LP (the "Company"), in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Committee may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Committee relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department. Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, the Committee or the General Partner, but Goldman Sachs will not disclose any confidential information received from the Company, the Committee or the General Partner. The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Committee in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice. Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company, the Committee or the General Partner. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast. The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Committee or the General partner, on the one hand, and Goldman Sachs, on the other hand. 1

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Table of Contents I. II. III. Transaction Overview Financial Forecasts Financial Analyses Appendix A: Appendix B: Appendix C: Cost of Capital Materials Additional Valuation Reference Materials Additional Detail on Financial Forecasts 2

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I. Transaction Overview

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Review of Offers and Terms Summary of Economic Date GP Proposal Date Midstream Proposal 1 4-Jun-2018 1.6000x Exchange Ratio (All equity) 14-Jul-2018 1.9600x Exchange Ratio (1.7500x + $4/unit cash) 2 20-Jul-2018 1.6500x Exchange Ratio (All equity) 25-Jul-2018 1.9100x Exchange Ratio (1.7100x + $3.84/unit cash) 3 12-Aug-2018 1.7000x Exchange Ratio (All equity) 14-Aug-2018 1.8650x Exchange Ratio (1.7100x + $3.00/unit cash) 1.7000x Exchange Ratio (1.5449x + $3/unit cash) Last Proposal from in-person Denver Meeting 4 14-Aug-2018 1.7750x Exchange Ratio (1.6117x + $3/unit cash) (Accepted by Upstream) 5 20-Aug-2018 Either: 1.775x Exchange Ratio (inclusive of $3/unit cash consideration) plus $0.415 special distribution to Midstream Public Unitholders plus Series B settlement at 13.5mm shares; or 1.8500x Exchange Ratio to Midstream Public, (consideration mix TBD, but targeting $3/Unit cash credit and $0.415 special distribution) plus Series B settlement at 18.5mm shares 1.7750x Exchange Ratio (1.6145x +$3/unit cash to all Midstream Unitholders), plus $0.415 special distribution to Midstream Public Unitholders 2-Sep-2018 30-Aug-2018 6 1.7750x Exchange Ratio (1.6084x +$3/unit cash to all Midstream Unitholders), plus $0.415 special distribution to Midstream Public Unitholders plus Series B dividend holiday on 1/3 of unvested units Retracted September 2nd proposal 14-Sep-2018 18-Sep-2018 7 Upstream receives 1.6023x Exchange Ratio +$3/unit cash Midstream Public receives 1.6350x Exchange Ratio + $3/unit cash +$0.415/unit special dividend (converted to $3.415/unit cash merger consideration in subsequent drafts of merger agreement) Blended total consideration of $31.53 per unit, implying a 1.8004 x blended exchange ratio Series B settlement at 17.354mm shares plus dividend holiday on 1/3 of unvested units 22-Sep-2018 (Post Series B Concession) Accepted by Midstream, contingent upon satisfactory termination rights available to Midstream Committee 8 Note: Cash component converted to exchange ratio equivalent based on the price date referenced in the respective offers or us ed for negotiations for all offers through 14-Aug-2018; 20 trading day VWAP as of the close prior to the offer date used for subsequent offers. GP proposal on 22-Sep-2018 converts cash component, special dividend, and equity exchange ratio to total consideration using 5-Oct-2018 GP spot closing price of $17.51 per unit, for a fixed number of shares and fixed cash consideration. See page 7 for calculation of implied blended exchange ratio 4 Transaction Overview

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Summary of Key Terms and Conditions made, with cash portions converted to equity based on GP’s 20 Trading Day VWAP at the time of election. Source: Draft Simplification Agreement as of 6-Oct-2018 (the “Simplification Agreement”), GP pro forma forecast prepared by Arkose Resources Corporation (“AR”) and approved by the Conflicts Committee for Goldman Sachs’ use (“GP Pro Forma Forecast”), Arkose Midstream and Arkose GP 2017 2Q 10-Qs and Bloomberg market data as of 5-Oct-2018 Note: Midstream forecast prepared by AR and approved for Goldman Sachs’ use by the Conflicts Committee (“Midstream Forecast”) and certain tax step-up benefits projected to result from the transaction as provided by AR and approved for Goldman Sachs use by the Committee (the “Tax Benefits Forecast”). 1 Calculated as 1.6350x + ($3.415 divided by current GP 20 Trading Day VWAP of $17.282). Transaction Overview 5 Midstream Transaction GP converts into Delaware C-Corp GP acquires all outstanding units of Midstream for a mix of cash and stock, issuing a total of 304.5mm shares and paying $598mm in cash in aggregate to holders of Midstream Common Units — Upstream to receive 1.6023x shares and $3.00 cash per Midstream Common Unit — Midstream Public Unitholders to receive 1.6350x shares and $3.415 cash per Midstream Common Unit — LTIP Phantom Units to be converted to equivalent LTIP at New GP at the current all equity exchange ratio offered to public holders of Midstream Common Units (1.8326x)1 Transaction to include all-equity, all cash and mixed consideration elections for Midstream Public Unitholders, subject to proration such that a fixed number of shares are issued and cash payments are Upstream can elect to receive a portion of its consideration in cash instead of equity if there is aggregate cash remaining after Midstream Public Unitholders make their elections, which is subject to proration. Taxable transaction to Midstream unitholders — Basis step up, combined with the step-up from Series B transaction, expected to shield the pro forma company from cash taxes through 2021, with expected minimal (<$20mm) cash taxes in 2022 and substantial tax attributes expected to remain at the end of the forecast period Assumed that coverage ratio adjusted so that Midstream unitholders are made whole on dividends relative to standalone distributions on an all equity exchange ratio basis through Q4 2019, pending approval by New GP board

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Summary of Key Terms and Conditions (cont’d) Series B units of IDR LLC to be exchanged for 17.354mm shares of GP Original vesting schedule and consequences for accrued Series B distributions, including no accelerated vesting for any Series B unitholder Unvested New GP shares received at closing do not accrue New GP dividends (i.e., estimated four quarters of foregone dividend accruals on final tranche) Forfeiture of Series B settlement shares if holder leaves prior to vesting (i.e, no reallocation of settlement shares to other Series B holders) Conditioned on completion of the Midstream transaction Shareholder / Unitholder Votes: Majority of public unaffiliated shareholders of GP and Midstream to vote separately to approve transaction Issuance of de minimis preferred equity: New GP will issue at least 10,000 and up to 12,000 shares of Series A Non-Voting Perpetual Preferred Stock to Preferred Co, which will be transferred to the Arkose Foundation for no consideration; preferred dividends sized to equal current charitable contributions, resulting in no impact to cash flow Source: Simplification Agreement, GP Pro Forma Forecast, Arkose Midstream and Arkose GP 2017 2Q 10-Qs, and Bloomberg market data as of 5-Oct-2018 Transaction Overview 6 Other Provisions Settlement of Series B Profit Interests in IDR LLC

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Summary of Transaction Consideration Equity Consideration Cash Consideration Equity Component - Midstream Public (x) Midstream Units Receiving Merger Consideration 1.6350 x 88.2 Cash Component - Midstream Public (x) Midstream Units Receiving Merger Consideration $ 3.415 88.2 Equity Component - Upstream Held Units (x) Midstream Units Receiving Merger Consideration 1.6023 x 98.9 Cash Component - Upstream Held Unit (x) Midstream Units Receiving Merger Consideration $ 3.00 98.9 Equity Component - LTIP Units (x) Midstream Units Receiving Merger Consideration 1.8326 x 1.1 Cash Component - LTIP Units (x) Midstream Units Receiving Merger Consideration $ 0 1.1 (x) GP Spot Price $ 17.51 Blended Equity Exchange Ratio 1.6189 x Blended Value of Cash Per Unit $ 3.18 Pro Forma Ownership # Shares % Total Consideration Value Current GP Shareholders Sponsors and Management Public Current Series B Unitholders Current Midstream Unitholders Upstream Public + LTIP¹ 186.2 110.9 75.3 17.4 304.5 158.4 146.1 37 % 22 15 3 60 31 29 Total Equity Consideration Total Cash Consideration $ 5,332 598 Total Merger Consideration (/) Midstream Diluted Units Outstanding $5,930 188.1 508.1 Source: GP Pro Forma Forecast, Bloomberg market data as of 5-Oct-2018, terms of Simplification Agreement 1 Public + LTIP also includes shares received in the transaction by management holders of Midstream Common Units. Transaction Overview 7 Per Unit Value $ 31.53 Implied Blended Exchange Ratio 1.8004 x Total Cash Consideration Paid $ 598 Total Equity Consideration Paid $ 5,332 Total Shares for Merger Consideration / LTIP Units 304.5 Cash for Merger Consideration $ 0 Rollover LTIP Shares For LTIP Units 1.9 Cash for Merger Consideration $ 297 New GP Shares For Merger Consideration 158.4 Cash for Merger Consideration $ 301 New GP Shares For Merger Consideration 144.2

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Arkose Simplified Ownership Structure Pro Forma Status Quo 100% Membership Interests Management and Sponsors Management and Sponsors¹ Legacy GP Public Public AMGP GP LLC (“General Partner”) 27% Interest Legacy Midstream Public 15% Interest 59% LP Interest Non-Economic General Partner Interest 22% Interest 41% LP Interest 29% Interest Arkose Upstream Former Series B Unitholders 31% Interest Series B Unitholders 3% Interest Common Stock Common Shares (27% Interest) Series B Units (Profits Interests) Units erests) Arkose IDR Holdings LLC (“IDR LLC”) Non Economic General Partner Interest 100% Incentive Distribution Rights Arkose Upstream Public Common Units (53% LP interest) Common Units (46% LP interest) Arkose Midstream Partners (“Midstream”) Arkose Midstream Partners (“Midstream”) Source: Simplification Agreement, Arkose Midstream and Arkose GP 2017 10-K, 1Q2018 10-Q, Form 4 & 5 filings, and Thomson 1 Excludes Series B Settlement Shares, LTIP shares, and shares received in exchange for management’s Midstream Common Units in Management ownership share count. 8 Transaction Overview GP Converted from Delaware Limited Partnership to Delaware C-Corp Arkose Midstream GP Inc (“GP”) Arkose Midstream GP LP (“GP”) Series A (Capital Int Arkose Midstream Partners GP LLC (“AMP GP”)

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Pro Forma Capitalization1 Sources and Uses and Sources Uses Midstream Existing Balance Sheet Cash (Est. YE 2018) Issuance of New Debt to Fund Transaction¹ $ 5 650 Purchase of Midstream Equity - Equity Consideration Purchase of Midstream Equity - Cash Consideration Settlement of Series B Units Cash to Balance Sheet Transaction Expenses² Partial Paydown of Revolving Credit Facility $ 5,332 598 304 5 27 25 GP Existing Balance Sheet Cash (Est. YE 2018) Issuance of New Equity to Midstream Issuance of New Equity to Series B Unitholders $ 0 5,332 304 Estimated Capitalization at YE 2018 Status Quo Pro Forma $ x 2018E EBITDA $ x 2018E EBITDA Consolidated Arkose Midstream (Midstream + GP) Cash RCF Borrowings Senior Notes $ 5 498 1,150 $ 5 980 1,300 Consolidated Liquidity Profile Consolidated Cash and Cash Equivalents (+) RCF Availability $ 5 1,002 $ 5 1,020 Source: Midstream Forecast, GP Standalone Forecast, GP Pro Forma Forecast, Arkose Midstream and Arkose GP 2Q2018 10-Qs, and Bloomberg market data as of 5-Oct 2018 1 Includes transaction expenses. Excludes water drop per ratings agency & management conventions. 2 Transaction expenses include management estimates of GP and Midstream advisory & legal fees and fees & expenses on anticipated 2018 Q4 senior note offering. 9 Transaction Overview 2018E EBITDA $ 730 Total Consolidated Liquidity $ 1,007 $ 1,025 Total Debt $ 1,648 2.3 x $ 2,280 3.1 x Nebt Debt 1,643 2.3 2,275 3.1 Total Uses $ 6,291 Total Sources $ 6,291

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Historical Midstream Since GP IPO | 04-May-2017 / GP Exchange Ratio 1.8004 x 1.75x 1.6985 x 1.65x 1.55x 1.45x 1.35x 1.25x May-2017 Jul-2017 Oct-2017 Jan-2018 Apr-2018 Jul-2018 Oct-2018 GP / Upstream Implied Blended Exchange Ratio¹ Source: Bloomberg market data as of 5-Oct-2018 Note: Exchange ratios based on closing prices. 1 Refer to pg. 7 for total merger consideration calculation. Transaction Overview 10 1.5809 x 1.5819 1.5915 1.6133 1.6605 1.6904 1.7252 Historical Averages Since GP IPO YTD Since 1 Trading Day Prior to Strategic Review (26-Jan-18) Since 1 Trading Day Prior to Special Committee Formation (23-Feb-18) 90 Trading Days 60 Trading Days 30 Trading Days

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Historical Stock Price Performance GP – Since IPO Midstream – Last 3 Years $24 $40 53 $22 $30 $20 74 $18 $20 .51 $16 $14 $10 May-2017 Sep-2017 Dec-2017 Apr-2018 Aug-2018 Oct-2015 May-2016 Nov-2016 Jun-2017 Jan-2018 Aug-2018 Total Consideration Per Unit Source: Bloomberg market data as of 5-Oct-2018 11 Transaction Overview $31. $29. 52 Week Low $ 24.32 52 Week High33.89 $17 52 Week Low $ 15.29 52 Week High22.02

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YTD Stock Indexed Price Price Performance 20% 10% 2% 2% 0% (10)% (11)% (20)% (30)% Jan-2018 Feb-2018 Apr-2018 May-2018 Jul-2018 Aug-2018 Oct-2018 GP Midstream AMZ Source: Bloomberg market data as of 5-Oct-2018 Transaction Overview 12 29-Jan-2018 (Before Market Open) Strategic Review Announced 26-Feb-2018 (Before Market Open) Special Committee Formation Late August significant GP underperformance and spike in trading volume as noted by management

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Research Analyst Views Midstream and GP ($ in millions, except per share and unit data) Midstream GP Date Firm Rating Price Target Rating Price Target 20-Sep-18 Stifel Nicolaus Strong Buy $ 35.00 Buy $ 19.00 18-Sep-18 Janney Montgomery Scott Strong Buy 36.00 - - 14-Sep-18 Wells Fargo Strong Buy 38.00 Strong Buy 22.00 10-Sep-18 GS Buy 33.00 Buy 20.00 30-Aug-18 JPM Buy 35.00 Buy 22.00 29-Aug-18 Raymond James Strong Buy 38.00 Strong Buy 27.00 22-Aug-18 Scotia Howard Weil Buy 40.00 Hold 24.00 9-Aug-18 Ladenburg Thalmann Buy 40.00 Buy 24.00 3-Aug-18 MUFG Buy 40.00 Buy 26.00 1-Aug-18 Barclays Buy 33.00 Hold 23.00 16-Jul-18 Guggenheim Strong Buy 34.00 – – 19-Feb-18 Seaport Buy 37.00 Buy 26.00 – Tudor Pickering Buy 38.00 – 22.00 20-Aug-18 Baird¹ Buy $ 51.00 Buy 26.00 Source: Bloomberg, IBES and Wall Street research as of 5-Oct-2018. 1 Excluded as price target based on assumed exchange ratio and pro forma GP target price. Transaction Overview 13 High $ 40.00 $ 27.00 Mean 36.69 23.18 Median 37.00 23.00 Low 33.00 19.00

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II. Financial Forecasts

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Summary Financial Metrics – Status Quo Midstream and GP Midstream - EBITDA Midstream - LP DCF / Unit1 $ 1,642 $ 4.29 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 Midstream - LP DPU GP – DCF Per Share / Dividends Per Share Coverage2 : 1.28x 1.31x 1.17x 1.11x 1.05x 1.00x 1.00x 1.00x 1.00x 1.00x $ 4.10 $ 2.22 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 Source: Midstream Forecast, GP Standalone Forecast 1 Calculated as LP interest in DCF assuming 1.0x coverage. 2 Calculated as Total DCF divided by Total Distributions. Financial Forecasts 15 $ 1.74 $ 1.34 $ 0.89 $ 0.54 $ 3.42 $ 2.85 $ 2.21 $ 1.72 $ 3.75 $ 3.24 $ 2.76 $ 2.07 $ 1,413 $ 1,222 $ 989 $ 730

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Summary Pro Forma Financial Metrics – New GP EBITDA DCF / Share $ 2.74 $ 1,642 2019 2020 2021 2022 2019 2020 2021 2022 Midpoint of Management‘s Indicated DPS Guidance $ 2.31 2019 2020 2021 2022 Source: GP Pro Forma Forecast and Bloomberg market data as of 5-Oct-2018 Note: GP Pro Forma Forecast assumes close at year end 2018 and do not include pro forma values for 4Q 2018. Financial Forecasts 16 Coverage Ratio 1.31 x1.23 x1.23 x1.19 x $ 1.93 $ 1.60 $ 1.24 $ 2.38 $ 1.97 $ 1.62 $ 1,413 $ 1,222 $ 989

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III. Financial Analyses

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Implied Value Premia Paid and Midstream Transaction Premia Paid Analysis Per Unit Value to Midstream Based on Merger Consideration Implied Current Market Last Close Midstream GP Equity @ 1.6189x Cash Total Premia $ 29.74 $ 17.51 $ 28.35 $ 3.18 $ 31.53 6 % 30-Trading Day VWAP 29.66 17.31 28.02 3.18 31.20 5 At 26-Jan-2018 (1 Trading Day Prior to Strategic Review) Last Close $ 33.13 $ 22.02 $ 35.65 $ 3.18 $ 38.83 17 % 30-Trading Day VWAP 30.23 19.93 32.27 3.18 35.44 17 Implied Midstream Equity Valuation at Current GP Prices Spot VWAP Value Per Midstream Unit $ 31.53 $ 31.20 Price / LP DCF Metric 2019 $ 2.76 11.4 x 11.3 x 2020 3.24 9.7 9.6 DPU Yield 2019 $ 2.21 7.0 % 7.1 % 2020 2.85 9.0 9.1 Source: Midstream Forecast, company filings, and Bloomberg market data as of 5-Oct-2018 18 Financial Analyses

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Precedent Premia Analysis Parent to LP Midstream Simplification Transactions Last Five Years Premia to Last Close (Undisturbed)1 23 % 21 % 20 % 18 % 17 % 12 % 11 % 10 % 10 % 9 % 7 % 6 % 20172018 2016 2017 Point NuStar Semgroup Enbridge Terminals EnergyCorp Inc. Source: Company filings and Bloomberg market data as of 5-Oct-2018; Note: Premia calculated as exchange ratio times acquirer undisturbed closing price + cash divided by target last undisturbed closing price. 1 Unless otherwise specified, undisturbed share price is closing price of last trading day prior to announcement of transaction. 2 Denotes companies with disturbed pricing prior to offer. CPPL undisturbed date as of 30-Jun-2016 (last close prior to announcement of strategic review), NTI as of 23-Oct-2015 (last close prior to disclosure of WNR’s offer), TEP as of 07-Feb-2018 (announcement of strategic review), WPZ as of 15-Mar-2018 (last close prior to announcement of consideration of strategic alternatives), and SEP, CQH, and EEP as of 16-May-2018 (last close prior to ENB’s initial public offer).Undisturbed premia to Midstream calculated based on prices on 26-Jan-2018, the last close prior to the announcement of a strategic review at Upstream. Financial Analyses 19 Announc.Date 26 % 17 % 15 % 14 % 14 % 13 % 6 % 6 % 2 %0 % OKSAPLPRIGPPTXPNGLSCMLP Strategic Review at 26-Jan-2018² EPBNTI¹WPZ¹CPPL¹KMPETPSEP²TEP¹EEP²CQHVTTI Precedent Premia Summary Table Current Blended Ratio (9)% WPTNSHRRMSMEP 01-Feb-02-Jan-01-Aug-18-May-03-Nov-06-May-201720182016201720152015 Expected 8-Oct-2018 10-Aug-21-Dec-17-May-26-Sep-10-Aug-01-Aug-24-Aug-26-Mar-18-Sep-19-Jun-02-Mar-20142015201820162014201820182018201820182017 Expected 8-Oct-2018 03-Apr-08-Feb-31-May-27-Jan-Trans EnergyTarga Crestwood AcquirerONEOK Archrock, Ocean Transfer Resources Equity Inc.Inc.Ltd. Partners, Corp.Partners LPLP GP KinderKinder EnergyTallgrassCheniere Morgan Western Williams Trans-Morgan, Transfer Enbridge Energy Enbridge Energy,VTTI Inc. RefiningCoCanadaInc.Equity,Inc.GP, LPInc.Inc.B.V. LP GP World Inc. Consid. MixStockStockStockStockStockStock Mix MixMixStockCashMixStockStockStockStockStockCash Mix CashStockStockCash Precedent Median: 13%

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Precedent Premia Analysis Parent to LP Midstream Simplification Transactions Last Five Years Premia to 30-Trading Day VWAP (Undisturbed)1 25 % 20 % 12 % 11 % 11 % 5 % 5 % 2 % 2018 2017 2018 Enbridge Point Resources Ocean Canada Energy, Inc. Equity, Co Partners B.V. Inc. Inc. Energy Inc. Source: Company filings and Bloomberg market data as of 5-Oct-2018; Note: Premia calculated as exchange ratio times acquirer undisturbed 30-trading day VWAP + cash divided by target undisturbed 30-trading day VWAP. 1 Unless otherwise specified, undisturbed 30-Trading day VWAP calculated at last trading day prior to announcement of transaction. 2 Denotes companies with disturbed pricing prior to offer. CPPL undisturbed date as of 30-Jun-2016 (last close prior to announcement of strategic review), NTI as of 23-Oct-2015 (last close prior to disclosure of WNR’s offer), TEP as of 07-Feb-2018 (announcement of strategic review), WPZ as of 15-Mar-2018 (last close prior to announcement of consideration of strategic alternatives), and SEP, CQH, and EEP as of 16-May-2018 (last close prior to ENB’s initial public offer). Undisturbed premia to Midstream calculated based on prices on 26-Jan-2018, the last close prior to the announcement of a strategic review at Upstream. Financial Analyses 20 Announc.Date 0 27 % 17 % 15 % 15 % 14 % 14 % 5 % 4 %3 % 22 % 17 % 10 % 8 %7 %6 % OKSRRMSAPLPPTXPNTI² Strategic Review at 26-Jan-2018² NGLSRIGP CPPL²ETPWPZ²EPBKMPTEP²CMLPVTTIEEP²MEPNSH Precedent Premia Summary Table Current Blended Ratio SEPWPTCQH² 1-Feb-31-May-02-Jan-18-May-21-Dec-20172016201820172015 Expected 8-Oct-2018 03-Nov-01-Aug-26-Sep-01-Aug-17-May-10-Aug-10-Aug-26-Mar-06-May-02-Mar-18-Sep-27-Jan-08-Feb-2015201620162018201820142014201820152017201820172018 Expected 8-Oct-2018 24-Aug-03-Apr-19-Jun-Energy AcquirerONEOK Semgroup Archrock, Transfer Western Inc.CorpInc.Partners, Refining LP GP TargaTransEnergyKinderKinder Tallgrass Crestwood Trans-Transfer Williams Morgan, Morgan, EnergyEquityVTTI Enbridge Enbridge NuStar Corp.Ltd.LPInc.Inc.GP, LPLP GP World Cheniere Inc.Terminals Consid. MixStockStockStockStockMix Mix StockStock CashStockStockMixMixStockStockCashStockCashStock Mix StockCashStock Precedent Median: 11%

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Illustrative ($ in millions) Financial Contribution Analysis Arkose GP Common Shares Breakeven Exchange Ratio GP Perspective¹ IDR LLC Series B Midstream LP Unitholders Ratio of Cash Distributions FY 2018E $ 100 $ 7 $ 320 3.145 x FY 2019E 165 12 414 2.459 FY 2020E 249 20 533 2.103 FY 2021E 324 26 640 1.941 FY 2022E 414 34 767 1.825 Ratio of Market Capitalization 2 Observed Equity Value $ 3,261 $ 183 $ 5,594 1.662 x 2 Observed Equity Value and PV10 of Tax Synergies³ 3,261 183 6,400 1.906 1.8004 x 186 17 305 GP Series B Midstream Source: Midstream Forecast, GP Standalone Forecast, Tax Benefits Forecast, and Bloomberg market data as of 5-Oct-2018 1 Calculated using 17.354mm shares issued to retire Series B units and exchange ratio to Midstream required to set GP’s pro forma ownership equal to its portion of cash distributions or equity contribution. 2 Calculated according to latest Arkose quarterly filling of 98,600 units outstanding and publicly disclosed estimated fair value of $1,852 per unit. 3 Assumes present value as of 30-Sep-2018 at 10% cost of equity of the difference in forecasted cash taxes in the GP Standalone Forecast and GP Pro Forma Forecast plus the present value as of 30-Sep-2018 at 10% cost of equity of the forecast cash tax savings from 2023-2032 per the Tax Forecast. Please see page 48 for calculation of the PV10 cash tax synergies. 21 Financial Analyses 1.8004 x Aggregate Consideration 36.6 % 3.4 % 59.9 % 33.1 % 2.0 % 65.0 % 36.1 % 2.0 % 61.9 % Market Value of Equity 34.1 % 2.8 % 63.2 % 32.7 % 2.6 % 64.6 % 31.1 % 2.4 % 66.5 % 28.0 % 2.1 % 70.0 % 23.4 % 1.6 % 75.0 % Status Quo Cash Distributions to Equity (GP, IDR LLC, and Midstream)

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Illustrative Analysis – ($ in millions) Intrinsic Value Based Contribution Status Quo Arkose GP Common Shares Breakeven Exchange Ratio GP Perspective¹ IDR LLC Series B Midstream LP Unitholders Implied Equity Contribution $ 1832 Low Discounted Value $ 4,388 $ 8,403 1.845 x $ 1832 Low PV of Future Share Price $ 3,170 $ 6,493 1.993 x 1832 High PV of Future Share Price 5,864 9,771 1.588 GP Series B Midstream Source: Midstream Forecast, GP Standalone Forecast, and Bloomberg market data as of 5-Oct-2018 Note: GP Market Cap calculated assuming 186.2mm shares and a price per share range of $23.56 and $39.53 for the discounted cash flow analysis and $17.02 and $31.49 for the PV of FSP analysis. Midstream Market Cap calculated assuming 188.1mm units and a price per unit range of $44.67 and $74.16 for the discounted dividends analysis and $34.52 and $51.94 for the PV of FSP analysis. 1 Calculated using 17.354mm shares issued to retire Series B units and exchange ratio to Midstream required to set GP’s pro forma ownership equal to its portion of cash distributions. 2 Calculated according to latest Arkose quarterly filling of 98,600 units outstanding and publicly disclosed estimated fair value of $1,852 per unit. 22 Financial Analyses Unit / Share 1.8004 x Aggregate Consideration 37.1 % 1.2 % 61.8 % 32.2 % 1.9 % 66.0 % PV of Future Price High Discounted Value 7,360 1832 13,950 34.2 % 0.8 % 64.9 % 1.809 33.8 % 1.4 % 64.8 % Discounted Cash Flow Status Quo Excludes Tax Synergy Value

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GP Intrinsic Value Give-Gets Analyses Status Quo vs. Pro Forma Discounted Distributable Cash Flow Analysis $ 34.48 $ 31.23 $ 23.56 8.0 % 10.0 % $ 42.78 $ 39.53 $ 27.87 8.0 % 10.0 % Status Quo Pro Forma Cost of Equity Source: GP Standalone Forecast, GP Pro Forma Forecast, and Bloomberg market data as of 5-Oct-2018 Note: Refer to page 37 & 38 for detail of calculation Financial Analyses 23 High Perpetuity Growth Rate (3.0%) Low Perpetuity Growth Rate (1.5%) $ 31.04 Assumes equivalent cost of equity in status quo and pro forma case $ 26.73

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GP Intrinsic Value Analyses Present Value of Future Share Price Status Quo Pro Forma $ 33.22 $ 31.49 $ 30.11 $ 30.11 $ 28.38 $ 26.10 $ 27.01 $ 27.17 $ 26.05 $ 25.90 $ 24.23 $ 23.39 $ 23.45 $ 21.27 $ 21.03 $ 20.79 $ 18.80 $ 17.51 $ 17.51 $ 17.02 Hold Period: (Year-End) 2019 14.0 x P/DCF 2020 12.5 x P/DCF 2021 2019 16.7 x P/DCF 2020 14.8 x P/DCF 2021 11.0 x P/DCF Current 13.3 x P/DCF Current Source: GP Standalone Forecast, GP Pro Forma Forecast, and Bloomberg market data as of 5-Oct-2018 Note: Refer to pages 39 & 40 for detail of calculation. Financial Analyses 24 Equivalent DCF / DPS6.00 %6.75 %7.50 % Yield Assumes 9% Ke

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Pro Forma GP Accretion (Dilution) 2019 2020 2021 2022 EBITDA Status Quo Pro Forma $ 989 989 $ 1,222 1,222 $ 1,413 1,413 $ 1,642 1,642 Distributable Cash Flow Status Quo Pro Forma $ 853 816 $ 1,036 1,001 $ 1,224 1,207 $ 1,428 1,392 Distributable Cash Flow Per Share Status Quo Pro Forma $ 0.89 1.62 $ 1.34 1.97 $ 1.74 2.38 $ 2.22 2.74 Dividend Per Share Status Quo Pro Forma $ 0.89 1.24 $ 1.34 1.60 $ 1.74 1.93 $ 2.22 2.31 Coverage Ratio Status Quo Pro Forma 1.31 x 1.31 1.17 x 1.23 1.11 x 1.23 1.05 x 1.19 Leverage Ratio (Excludes Water Drop Per Ratings Agency & Management Conventions) Status Quo Pro Forma 2.24 x 2.89 2.23 x 2.72 2.11 x 2.47 1.95 x 2.17 Source: GP Standalone Forecast, GP Pro Forma Forecast, and Bloomberg market data as of 5-Oct-2018 Note: Status quo distributable cash flow per share is after coverage at Midstream, after Series B take, and after cash taxes at GP. 25 Financial Analyses Increase (Decrease)0.65 x0.49 x0.36 x0.22 x Increase (Decrease)(0.01)x0.06 x0.12 x0.13 x % Change40 %20 %11 %4 % % Change83 %47 %36 %23 %

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Illustrative Pro Forma Near-Term Perspective Trading Analysis Illustrative Pro Forma Equity Value $ 8,129 $ 8,637 $ 9,145 $ 9,653 $ 10,162 Current Multiples Implied EV / EBITDA 2019 2020 Metric Midstream $ 989 1,222 10.5 x 8.5 11.0 x 8.9 11.6 x 9.3 12.1 x 9.8 12.6 x 10.2 10.4 x 8.4 Implied P / DCF 2019 2020 YoY Growth Midstream Peer Median GP $ 1.62 1.97 21 % 9.9 x 8.1 10.5 x 8.6 11.1 x 9.1 11.7 x 9.6 12.3 x 10.1 10.8 x 9.2 18 % 11.2 x 10.1 8 % 19.7 x 13.1 51 % Implied Distribution Yield 2019 2020 YoY Growth $ 1.24 1.60 29 % 7.8 % 10.0 7.3 % 9.4 6.9 % 8.9 6.5 % 8.4 6.2 % 8.0 7.4 % 9.6 29 % 7.5 % 8.1 6 % 5.1 % 7.6 51 % Source: GP Pro Forma Forecast and Bloomberg market data as of 5-Oct-2018 26 Financial Analyses Illustrative Pro Forma Enterprise Value $ 10,404 $ 10,912 $ 11,420 $ 11,928 $ 12,436 Pro Forma Share Price $ 16.00 $ 17.00 $ 18.00 $ 19.00 $ 20.00 Pro Forma Shares: 508 Pro Forma Year End Net Debt: $2,275 Current Combined Market Cap: $ 8,928 Current GP Price: 17.51

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Appendix A: Cost of Capital Materials

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Illustrative Cost of Equity Midstream and GP Analysis Midpoint of Cost of Equity Range Cost of Equity Sensitivity Analysis Risk Free Rate 3.2 % Risk Free Rate 3.2 % Midpoint of Beta Range 1.10 0.90 0.95 1.00 1.05 1.10 1.15 1.20 1.25 1.30 Equity Risk Premium 5.4 % GP vs. MLP Historical Beta Comparison Implied Arkose GP Beta GP / MLP GP Beta MLP Beta ENLC / ENLK EQGP / EQM WGP / WES 0.85 0.87 0.81 1.02 0.96 0.98 (0.17) (0.09) (0.17) 1.04 1.11 1.03 Source: Company filings and press releases, Axioma Historical Betas, Duff and Phelps, and Bloomberg market data as of 5-Oct-2018 Note: Two year historical Levered Beta per Axioma. Risk Free Rate represents yield of 30-year U.S. Government Treasury Notes with 20 years remaining life. Equity Risk Premium per Duff & Phelps. Midpoint of beta range calculated as the median between the low Midstream peer median and 1.3x, based on the approximate 75th percentile of Midstream’s historical beta range. Implied Arkose GP beta calculated as midstream beta minus the delta in the peer family beta. Cost of Capital Materials 28 Midstream Peer Median0.90 High1.11 Low1.03 Cost of Equity9.2 % 8.1 % 8.4 8.6 8.9 9.2 9.4 9.7 10.0 10.2 Equity Beta

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Midstream Historical Last Two Years & Predicted Beta 23-Feb-2018 (Before Market 29-Jan-2018 (Before 1.61 1.47 Midstream: 1.27 1.33 1.20 1.19 1.05 0.91 0.90 0.77 Oct-2016 Feb-2017 Jun-2017 Oct-2017 Feb-2018 Predicted Beta Jun-2018 Oct-2018 Historical Beta Source: Axioma as of 5-Oct-2018 29 Cost of Capital Materials Beta Market Open) StrategicOpen) Special Committee Review Announced: 1.54Formation: 1.44 6-Jun-2018 First Proposal to Summary Statistics (Historical Beta) Last 2 Years 25th Percentile 1.16 x Median 1.19 75th Percentile 1.25 Last Twelve Months 25th Percentile 1.19 x Median 1.23 75th Percentile 1.27

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Public Company Beta Calculations Midstream and GP Comparable Companies Company Historical Equity Beta Predicted Beta Basic Shares Share Price Basic Market Cap Debt Cash Debt / Cap Cash / Cap Selected Comparable Companies CNXM CEQP DCP ENBL ENLK EQM HESM NBLX SHLX TRGP WES 0.94 0.79 0.80 0.76 1.02 0.96 0.90 0.90 0.95 0.69 0.98 0.72 0.86 0.93 0.93 0.99 0.91 0.81 0.99 0.85 0.85 1.00 64 71 150 433 350 120 55 40 224 226 153 $ 19.92 37.74 42.69 17.23 18.68 52.67 22.88 40.36 21.90 58.51 45.80 $ 1,268 2,688 6,412 7,462 6,544 6,344 1,249 1,601 4,901 13,197 6,990 $ 404 1,562 4,835 3,707 3,990 3,454 0 530 2,115 5,694 4,177 $ 1 6 4 7 37 684 57 16 175 220 52 24.2 % 36.8 43.0 33.2 38.0 37.9 0.0 25.1 30.9 30.5 37.6 0.0 % 0.1 0.0 0.1 0.3 7.5 4.7 0.8 2.6 1.2 0.5 Company Historical Equity Beta Predicted Beta Basic Shares Share Price Basic Market Cap Debt Cash Debt / Cap Cash / Cap Selected Comparable Companies ENLC EQGP WGP 0.85 0.87 0.81 0.91 0.79 0.89 181 302 219 $ 17.16 21.28 32.46 $ 3,107 6,436 7,107 $ 84 0 26 $ 0 0 3 2.6 % 0.0 0.4 0.0 % 0.0 0.0 Source: Axioma, company filings, and Bloomberg market data as of 5-Oct-2018 30 Cost of Capital Materials High0.870.91$ 7,107$ 84$ 32.6 %0.0 % Mean0.840.865,5503711.00.0 Median0.850.896,4362600.40.0 Low0.810.793,107000.00.0 GP--186$ 17.51$ 3,260$(2)$ 2(0.1)%0.1 % High1.021.00$ 13,197$ 5,694$ 68443.0 %7.5 % Mean0.880.895,3322,770 11430.71.6 Median0.900.916,3443,4543733.20.5 Low0.690.721,249010.00.0 Midstream1.200.90187$ 29.74$ 5,563$ 1,420$ 2020.4 %0.3 %

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Appendix B: Additional Valuation Reference Materials

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Determining Arkose’s Overall Status Quo Yield ($ in millions, except per share / unit data) Calculation of Combined Equity Value Calculation of Multiples and Yield 2019 2020 Midstream Units (+) Midstream LTIP 187.0 1.1 Midstream Unit Price (/) LP DCF $ 29.74 2.76 $ 29.74 3.24 Midstream Diluted Units Outstanding (x) Midstream Unit Price 188.1 $ 29.74 Midstream LP DPU (/) Midstream Unit Price $ 2.21 29.74 $ 2.85 29.74 GP Shares (+) Series B Converted Shares¹ 186.2 4.2 GP Diluted Share Count (x) GP Share Price 190.4 $ 17.51 GP DPS (/) GP Share Price $ 0.89 17.51 $ 1.34 17.51 19-20 Average Yield 6.4 % Distributable Cash Flow² Distributed Cash³ $ 797 591 $ 952 802 Net Debt (Excl. Water Drop Down Liability)4 $ 1,392 EBITDA $ 989 $ 1,222 Source: Midstream Forecast, GP Standalone Forecast, and Bloomberg market data as of 5-Oct-2018 1 Based on 20-day VWAP. 2 Based on total DCF at Midstream, excluding taxes at GP. 3 Based on distributions to LPs at Midstream, distributions to Series B unitholders, and dividends to GP shareholders. 4 As of 2Q18 10-Q (30-Jun-2018). Additional Valuation Reference Materials 32 EV/EBITDA10.4 x8.4 x Implied Equity Value / Total DCF11.2 x9.4 x Implied Distribution Yield6.6 %9.0 % Enterprise Value$ 10,320 Arkose Combined Market Cap$ 8,928 Implied Yield5.1 %7.6 % GP Diluted Equity Value$ 3,334 Implied Yield7.4 %9.6 % Midstream Diluted Equity Value$ 5,594 Midstream P/LP DCF10.8 x9.2 x

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Public Company Trading Midstream Comparable Companies ($ in millions, except per share / unit values) 19E-20E DCF YoY Growth 19E-20E DPU YoY Growth Price / LP DCF DPU Yield Total Debt / 2018E EBITDA Company 2019E 2020E 2019E 2020E CNX Midstream Crestwood DCP Midstream Enable Midstream EnLink Midstream EQT Midstream Hess Midstream Noble Midstream Shell Midstream Targa Resources Western Gas 11.2 x 11.2 10.7 10.9 11.4 9.0 12.3 9.1 14.3 12.9 10.2 10.0 x 10.9 10.1 10.1 11.1 7.8 10.7 8.0 13.1 10.6 9.9 12 % 3 7 7 3 NA² 15 15 9 22 3 7.9 % 6.6 7.3 7.5 8.4 9.6 7.1 6.5 7.8 6.2 8.9 9 % 7 8 8 9 11 8 8 8 6 9 15 % 6 3 2 2 15 15 20 8 0 5 2.5 x 3.7 4.3 3.5 3.9 3.4 0.0 2.4 3.5 4.3 3.5 Sources: IBES, latest publicly available financial statements, and Bloomberg market data as of 5-Oct-2018. Projected EBITDA and DPS are based on IBES median estimates; projected LP DCF calculated based on median of brokers who provide LP DCF and/or total DCF and LP units outstanding. All research estimates have been calendarized to December. 1 Source: Midstream Forecast, latest publicly available financial statements, IBES/Wall Street research, and Bloomberg market data as of 5-Oct-2018, Projected EBITDA, LP DCF, and DPS are based on Midstream Forecast; IBES case follows the same methodology as peers. 2 NA due to lack of broker consensus for status quo and pro forma. Additional Valuation Reference Materials 33 High Valuation 14.3 x 13.1 x 22 % 6.2 % 6.5 % 20 % 4.3 x Mean 11.2 10.2 10 7.6 8.3 8 3.2 Median 11.2 10.1 8 7.5 8.1 6 3.5 Low Valuation 9.0 7.8 3 9.6 11.0 0 0.0 Arkose Midstream¹ (Management) 10.8 x 9.2 x 20 % 7.4 % 9.6 % 29 % 1.9 x

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Illustrative Arkose Midstream Discounted Dividends Analysis Status Quo Midstream | ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Implied value as of 9/30/2018 Status Quo DDM 4Q 2018 2019 2020 2021 2022 Terminal¹ Dividends Received Perpetuity Growth Rate Implied Terminal Value Implied NTM Yield at Y.E. 2022 Total Cash Flows $ 0.47 $ 2.21 $ 2.85 $ 3.42 $ 4.10 $ 4.10 2.0 % $ 59.74 6.9 % $ 59.74 Discounted using mid-year convention Perpetuity growth rate of 2.0% $ 0.47 $ 2.21 $ 2.85 $ 3.42 $ 4.10 Ke of 9.0% Discount Period¹ Discount Rate Discount Factor 0.25 9.0 % 0.98 0.75 1.75 2.75 3.75 3.75 0.94 0.86 0.79 0.72 0.72 Present Value of Cash Flows $0.46 $2.07 $2.45 $2.70 $2.97 $43.25 1.5 % 2.0 % 2.5 % 3.0 % 1.5 % 2.0 % 2.5 % 3.0 % 8.0 % 8.5 9.0 9.5 10.0 Source: Midstream Forecast and Bloomberg market data as of 5-Oct-2018 1 Q4 2018 dividend valued at year end 2018; all others based on mid-year convention. Additional Valuation Reference Materials 34 6.4 % 5.9 % 5.4 % 4.9 % 6.9 6.4 5.9 5.4 7.3 6.9 6.4 5.9 7.8 7.3 6.9 6.4 8.3 7.8 7.3 6.9 $ 58.85 $ 63.10 $ 68.13 $ 74.16 54.54 58.14 62.34 67.31 50.81 53.89 57.45 61.60 47.55 50.21 53.26 56.77 44.67 46.99 49.62 52.63 Cost of Equity Implied Terminal Yield Perpetuity Growth Rate Implied Per Unit Value of Status Quo Midstream $ 53.89

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Illustrative Present Value of Future Share Price - Midstream Status Quo ($ in per share amounts) Status Quo 4Q 2018 2019 2020 2021 2022 Cash Flows to Equity Distribution Per Unit Discount Period for Distribution Received¹ Illustrative Cost of Equity Discount Factor $ 0.47 0.25 9.0 % 0.98 $ 2.21 0.75 $ 2.85 1.75 $ 3.42 2.75 $ 4.10 0.94 0.86 0.79 Present Value of Future Unit Price at Year End NTM Dividend Per Unit at Year End Illustrative NTM Distribution Yield Implied Year End Unit Price Discount Period for Unit Price Discount Factor $ 2.85 7.5 % $38.00 1.25 0.90 $ 3.42 $ 4.10 $45.60 2.25 0.82 $54.67 3.25 0.76 (+) PV of Cumulative Distributions Received 2.53 4.98 7.68 2019 2020 2021 7.0 % 7.5 8.0 Source: Midstream Forecast, Bloomberg market data as of 5-Oct-2018 1 Q4 2018 dividend valued at year end 2018; all others based on mid-year convention. 35 Additional Valuation Reference Materials $ 39.09 $ 45.23 $ 51.94 36.65 42.55 48.99 34.52 40.20 46.41 NTM Dividend Yield PV of Future Unit Price and Distributions $36.65 $42.55 $48.99 PV of Future Unit Price $34.12 $37.56 $41.31 Assumes 9% Ke Present Value of Distribution Received $0.46 $2.07 $2.45 $2.70

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Midstream NTM DPU Yield Since January 2015 8.0 % 7.2 % 7.0 % 6.0 % 5.0 % 4.0 % 3.0 % 2.0 % Jan-2015 Aug-2015 Apr-2016 Nov-2016 Midstream Jul-2017 Feb-2018 Sep-2018 Source: Bloomberg market data as of 5-Oct-2018 36 Additional Valuation Reference Materials Midstream Time-Weighted NTM DPU Yield

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Illustrative Arkose GP Discounted DCF Analysis Status Quo GP | ($ in millions, except per share data) Assumptions Illustrative Discounted Cash Flow Implied value as of 9/30/2018 Status Quo 4Q 2018 2019 2020 2021 2022 Terminal DCF / Share Perpetuity Growth Rate Implied Terminal Value Implied NTM Yield at Y.E. 2022 Total Cash Flows $ 0.16 $ 0.89 $ 1.34 $ 1.74 $ 2.22 $ 2.22 2.0 % $ 32.36 6.9 % $ 32.36 Discounted using mid-year convention Perpetuity growth rate of 2.0% $ 0.16 $ 0.89 $ 1.34 $ 1.74 $ 2.22 Ke of 9.0% Discount Period¹ Discount Rate Discount Factor 0.25 9.0 % 0.98 0.75 1.75 2.75 3.75 3.75 0.94 0.86 0.79 0.72 0.72 Present Value of Cash Flows $0.16 $0.83 $1.15 $1.37 $1.61 $23.43 1.5 % 2.0 % 2.5 % 3.0 % 1.5 % 2.0 % 2.5 % 3.0 % 8.0 % 8.5 9.0 9.5 10.0 Source: GP Standalone Forecast and Bloomberg market data as of 5-Oct-2018 1 Q4 2018 dividend valued at year end 2018; all others based on mid-year convention. Additional Valuation Reference Materials 37 6.4 % 5.9 % 5.4 % 4.9 % 6.9 6.4 5.9 5.4 7.3 6.9 6.4 5.9 7.8 7.3 6.8 6.4 8.3 7.8 7.3 6.8 $ 31.23 $ 33.53 $ 36.26 $ 39.53 28.90 30.85 33.13 35.81 26.88 28.55 30.48 32.72 25.12 26.56 28.21 30.11 23.56 24.82 26.25 27.87 Cost of Equity Implied Terminal Yield Perpetuity Growth Rate Implied Per Share Value of Status Quo $ 28.55

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Illustrative Pro Forma GP Arkose GP Discounted DCF Analysis Assumptions Illustrative Discounted Cash Flow Pro Forma 4Q 2018 2019 2020 2021 2022 Terminal Implied value as of 9/30/2018 DCF Per Share Perpetuity Growth Rate Implied Terminal Value Implied NTM Yield at Y.E. 2022 Total Cash Flows Discount Period¹ Discount Rate Discount Factor $ 0.16 $ 1.62 $ 1.97 $ 2.38 $ 2.74 $ 2.22 2.0 % $ 32.38 6.9 % $ 32.38 3.75 Discounted using mid-year convention $ 0.16 0.25 9.0 % 0.98 $ 1.62 0.75 $ 1.97 1.75 $ 2.38 2.75 $ 2.74 3.75 Perpetuity growth rate of 2.0% 0.94 0.86 0.79 0.72 0.72 Present Value of Cash Flows $0.16 $1.52 $1.70 $1.87 $1.98 $23.44 Ke of 9.0% Terminal DCF assumes 20% tax rate applied to taxable income, excluding tax attributes resulting from the step up and future capex Ann. Avg. Pro Forma Tax Attributes 2023 2024 2025 2026 2027 2028-2033 Step Up Depreciation (x) Tax Rate $ 588 25.3 % $ 544 25.3 % $ 498 25.3 % $ 454 25.3 % $ 419 25.3 % $ 353 25.3 % Cash Tax Savings 149 138 126 115 106 90 Discount Period Discount Rate Discount Factor 4.75 9.0 % 0.66 5.75 6.75 7.75 8.75 12.25 0.61 0.56 0.51 0.47 0.35 Present Value of Cash Tax Savings $ 99 $ 84 $ 71 $ 59 $ 50 $ 32 Q4 2018 DCF based on status quo DCF (assumes merger close at year end 2018) 1.5 % 2.0 % 2.5 % 3.0 % 1.5 % 2.0 % 2.5 % 3.0 % 8.0 % 8.5 9.0 9.5 10.0 Source: GP Pro Forma Forecast and Bloomberg market data as of 5-Oct-2018 1 Q4 2018 dividend valued at year end 2018; all others based on mid-year convention. Additional Valuation Reference Materials 38 6.4 % 5.9 % 5.4 % 4.9 % 6.9 6.4 5.9 5.4 7.3 6.9 6.4 5.9 7.8 7.3 6.8 6.4 8.3 7.8 7.3 6.8 $ 34.48 $ 36.78 $ 39.51 $ 42.78 32.13 34.08 36.36 39.05 30.09 31.76 33.69 35.93 28.31 29.75 31.40 33.30 26.73 27.99 29.41 31.04 Cost of Equity Implied Terminal Yield Perpetuity Growth Rate Implied Per Share Value of Pro Forma GP + Tax Synergies $ 31.76 Total PV of Cash Tax Savings $ 552 Value Per Pro Forma Share 1.09 Implied Per Share Value of Pro Forma GP $ 30.67

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Illustrative Present Value of Future Share Price - GP Status Quo ($ in per share amounts) Status Quo 4Q 2018 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.16 0.25 9.0 % 0.98 $ 0.89 0.75 $ 1.34 1.75 $ 1.74 2.75 $ 2.22 0.94 0.86 0.79 Present Value of Future Share Price at Year End NTM Dividend Per Share at Year End / NTM DCF Per Share at Year End Illustrative NTM P / DCF Multiple Implied Year End Share Price Discount Period for Share Price Discount Factor $ 1.34 14.8 x $19.84 1.25 0.90 $ 1.74 $ 2.22 $25.80 2.25 0.82 $32.90 3.25 0.76 (+) PV of Cumulative Dividends Received 0.99 2.14 3.52 2019 2020 2021 6.00 % 6.75 7.50 16.7 x 14.8 13.3 Source: GP Standalone Forecast and Bloomberg market data as of 5-Oct-2018 1 Q4 2018 dividend valued at year end 2018; all others based on mid-year convention. 39 Additional Valuation Reference Materials $ 21.03 $ 26.05 $ 31.49 18.80 23.39 28.38 17.02 21.27 25.90 Price / DCF Equivalent DCF Yield Hold Period PV of Future Share Price and Dividends $18.80 $23.39 $28.38 PV of Future Share Price $17.81 $21.25 $24.87 Present Value of Dividend Received $0.16 $0.83 $1.15 $1.37

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Illustrative Present Pro Forma Value of Future Share Price - Present Value of Dividend Received 4Q 2018 2019 2020 2021 2022 Cash Flows to Equity Dividend Per Share Discount Period for Dividend Received¹ Illustrative Cost of Equity Discount Factor $ 0.16 0.25 9.0 % 0.98 $ 1.24 0.75 $ 1.60 1.75 $ 1.93 2.75 $ 2.31 0.94 0.86 0.79 Present Value of Future Share Price at Year End NTM DCF Per Share at Year End Illustrative NTM P/DCF Multiple Implied Year End Share Price Discount Period for Share Price Discount Factor $ 1.97 12.5 x $24.64 1.25 0.90 $ 2.38 $ 2.74 $29.70 2.25 0.82 $34.26 3.25 0.76 (+) PV of Cumulative Dividends Received 1.33 2.71 4.23 Implied Value 2019 2020 2021 7.14 % 8.00 9.09 14.0 x 12.5 11.0 Source: GP Pro Forma Forecast, Bloomberg market data as of 5-Oct-2018 1 Q4 2018 dividend valued at year end 2018; all others based on mid-year convention. 40 Additional Valuation Reference Materials $ 26.10 $ 30.11 $ 33.22 23.45 27.17 30.11 20.79 24.23 27.01 P/DCF Multiple Equivalent DCF Yield PV of Future Share Price and Dividends $23.45 $27.17 $30.11 PV of Future Share Price $22.12 $24.46 $25.89 Present Value of Dividend Received $0.16 $1.17 $1.38 $1.52

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Appendix C: Additional Detail on Financial Forecasts

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Equity Capitalization Midstream GP Provided by Provided by 2Q 2018 10-Q (1-Aug-2018) Management (2-Oct-2018) 2Q 2018 10-Q (1-Aug-2018) Management (2-Oct-2018) Pro Forma Equity Capitalization Shares Outstanding Common Shares / Units Outstanding Midstream Public Upstream Long Term Incentive Plan 187,045,499 88,175,164 98,870,335 1,072,929 187,045,499 88,175,164 98,870,335 1,052,616 186,209,369 186,209,369 506,149,700 1,929,030 Dilutive Securities Series B Units in IDR LLC 98,600 - Source: Arkose GP 2Q 2018 10-Q, Arkose Midstream 2Q 2018 10-Q, and GP Pro Forma Forecast 42 Additional Detail on Financial Forecasts Total Shares / Units Outstanding188,118,428188,098,115186,209,369186,209,369508,078,730

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Midstream Status Quo Financial Forecast Midstream Status Quo 2018 2019 2020 2021 2022 EBITDA (-) Tax Reimbursement to Upstream (-) Cash Interest (-) Maintenance Capex $ 730 (6) (63) (67) $ 989 (6) (90) (39) $ 1,222 (6) (117) (63) $ 1,413 (6) (139) (44) $ 1,642 (6) (150) (58) (/) Coverage Ratio 1.28 x 1.31 x 1.17 x 1.11 x 1.05 x LP - Public LP - Upstream IDR 151 170 143 195 219 236 252 282 355 302 338 462 362 405 589 DCF (-) Total Capex (+) Maintenance Capex $ 594 (646) 67 $ 853 (815) 39 $ 1,036 (719) 63 $ 1,224 (430) 44 $ 1,428 (352) 58 Free Cash Flow (-) Total Distributions 15 (463) 78 (649) 380 (889) 838 (1,102) 1,134 (1,356) Financing Surplus $(448) $(571) $(509) $(264) $(223) Net Debt Net Leverage NTM Water Drop Payments at Year End Total Leverage (Incl. Water Drop) $ 1,643 2.26 x $ 125 2.43 x $ 2,214 2.24 x $ 125 2.37 x $ 2,722 2.23 x - 2.23 x $ 2,978 2.11 x - 2.11 x $ 3,200 1.95 x - 1.95 x Per Unit Metrics Average Unit Count 187 187 187 187 187 Source: Midstream Forecast 43 Additional Detail on Financial Forecasts LP DCF $ 2.07 $ 2.76 $ 3.24 $ 3.75 $ 4.29 LP DPU $ 1.72 $ 2.21 $ 2.85 $ 3.42 $ 4.10 Total Distributions $ 463 $ 649 $ 889 $ 1,102 $ 1,356 Distributable Cash Flow $ 594 $ 853 $ 1,036 $ 1,224 $ 1,428

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GP Status Quo Financial Forecast IDR LLC And GP Status Quo 2018 2019 2020 2021 2022 IDR LLC IDR Distributions Series A Distributions Series B Distributions GP Distributions from IDR LLC (-) G&A (-) Interest Expense $ 143 136 7 $ 236 223 12 $ 355 336 20 $ 462 436 26 $ 589 556 34 $ 136 (2) 0 $ 223 (2) 0 $ 336 (2) 0 $ 436 (2) 0 $ 556 (2) 0 Taxable Cash Flow to GP $ 134 $ 221 $ 334 $ 434 $ 554 Federal Tax Rate State Tax Rate 21 % 4 % 21 % 4 % 21 % 4 % 21 % 4 % 21 % 4 % (-) Federal Taxes (-) State Taxes $(28) (6) $(46) (10) $(70) (14) $(91) (19) $(116) (24) Coverage Per Share Metrics Shares Outstanding 1.00 x 1.00 x 1.00 x 1.00 x 1.00 x 186 186 186 186 186 Source: GP Standalone Forecast 44 Additional Detail on Financial Forecasts DCF / Share $ 0.54 $ 0.89 $ 1.34 $ 1.74 $ 2.22 DPS $ 0.54 $ 0.89 $ 1.34 $ 1.74 $ 2.22 Distributable Cash Flow $ 100 $ 165 $ 249 $ 324 $ 413

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Comparison of Management Consensus Forecast to Broker 2018 2019 2020 Midstream EBITDA - Management Midstream EBITDA - IBES $ 730 711 $ 989 933 $ 1,222 1,144 Midstream LP DCF / Unit - Management Midstream LP DCF / Unit - Selected Brokers $ 2.07 2.08 $ 2.76 2.55 $ 3.24 3.04 Midstream DPU - Management Midstream DPU - IBES $ 1.72 1.71 $ 2.21 2.21 $ 2.85 2.82 Cash Flow to GP - Management Cash Flow to GP - IBES $ 134 132 $ 221 218 $ 334 333 GP DPS - Management GP DPS - IBES $ 0.54 0.54 $ 0.89 0.89 $ 1.34 1.33 Source: Midstream Forecast, GP Standalone Forecast, IBES, and Wall Street research as of 5-Oct-2018 Note: LP DCF defined as LP interest in DCF assuming 1.0x coverage. Selected brokers either provided sufficient data to calculate LP DCF or provided a DCF number that, based on the other elements of their forecast, could only be LP DCF. 45 Additional Detail on Financial Forecasts % Difference 0 % 0 % (1)% % Difference (1)% (1)% (0)% % Difference (0)% (0)% (1)% % Difference 1 % (7)% (6)% % Difference (3)% (6)% (6)%

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GP Pro Forma Financial Forecast Pro Forma GP 2019 2020 2021 2022 Terminal¹ EBITDA (-) Tax Reimbursement to Upstream (-) Cash Interest on Existing Debt (-) Maintenance Capex $ 989 (6) (128) (39) $ 1,222 (6) (152) (63) $ 1,413 (6) (156) (44) $ 1,642 (6) (169) (58) Pre-Tax Distributable Cash Flow (-) Cash Taxes $ 816 0 $ 1,001 0 $ 1,207 0 $ 1,409 (17) $ 1,409 (285) Coverage Ratio Total Distributions 1.31 x $ 625 1.23 x $ 815 1.23 x $ 978 1.19 x $ 1,174 1.19 x $ 948 DCF (-) Growth Capex $ 816 (776) $ 1,001 (656) $ 1,207 (386) $ 1,392 (294) Free Cash Flow (-) Distributions $ 40 (625) $ 345 (815) $ 821 (978) $ 1,098 (1,174) Financing Surplus (Need) ($585) ($470) ($158) ($76) Net Debt Net Leverage (Excluding Water Drop) NTM Water Drop Payments at Year End Net Leverage (Including Water Drop) $ 2,860 2.89 x $ 125 3.02 x $ 3,330 2.72 x $ 125 2.83 x $ 3,488 2.47 x $ 0 2.47 x $ 3,563 2.17 x $ 0 2.17 x Per Share Metrics Issued, Outstanding, and Fully Vested (+) LTIP (+) Unvested Portion of Series B 500.4 1.9 5.8 506.1 1.9 0.0 506.1 1.9 0.0 506.1 1.9 0.0 506.1 1.9 0.0 Fully Diluted Shares Outstanding Shares Receiving Dividends or with Divdend Equivalent Rights 508.1 502.3 508.1 508.1 508.1 508.1 508.1 508.1 508.1 508.1 Source: GP Pro Forma Forecast and Bloomberg market data as of 5-Oct-2018 ¹ At the direction of the Conflicts Committee and consistent with guidance provided by management, Terminal DCF and DPS calculated assuming 20% tax rate on taxable income excluding the impact of the tax basis step up and tax attributes resulting from capex after the merger closes. 46 Additional Detail on Financial Forecasts DCF / Share $ 1.62 $ 1.97 $ 2.38 $ 2.74 $ 2.22 DPS $ 1.24 $ 1.60 $ 1.93 $ 2.31 1.87 Distributable Cash Flow $ 816 $ 1,001 $ 1,207 $ 1,392 $ 1,125

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GP Pro Forma Tax Benefits Forecast 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Inside Tax Basis Depreciation 704(c) and 743(b) Depreciation $ 209 378 $ 166 377 $ 124 374 $ 109 344 $ 99 320 $ 67 320 $ 40 320 $ 27 320 $ 27 320 $ 26 320 $ 25 310 Tax Rate 25.3 % 25.3 % 25.3 % 25.3 % 25.3 % 25.3 % 25.3 % 25.3 % 25.3 % 25.3 % 25.3 % Source: GP Pro Forma Forecast, Tax Benefits Forecast, and Bloomberg market data as of 5-Oct-2018 47 Additional Detail on Financial Forecasts Estimated Cash Tax Savings$ 149$ 138$ 126$ 115$ 106$ 98$ 91$ 88$ 88$ 87$ 85 Total Depreciation (Income)$ 588$ 544$ 498$ 454$ 419$ 387$ 360$ 347$ 346$ 345$ 335

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Calculation of PV10 Tax Synergies 2019 2020 2021 2022 Pro Forma Cash Taxes (-) Status Quo Cash Taxes $ 0 (56) $ 0 (84) $ 0 (110) $(17) (140) Cash Tax Tavings $ 56 $ 84 $ 110 $ 123 2023 2024 2025 Average '26-33 Total Step Up Depreciation (x) Tax Rate $ 588 25.3 % $ 544 25.3 % $ 498 25.3 % $ 374 25.3 % Estimated Cash Tax Savings $ 149 $ 138 $ 126 $ 95 Source: GP Standalone Forecast, GP Pro Forma Forecast, and Tax Benefits Forecast 48 Additional Detail on Financial Forecasts PV10 of Long Term Tax Savings$ 512 PV10 of Near Term Savings$ 294

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