SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

TALLGRASS ENERGY, LP

(Name of the Issuer)

 

 

Tallgrass Energy, LP

Tallgrass Energy GP, LLC

Prairie Private Acquiror LP

Prairie Merger Sub LLC

Prairie Non-ECI Acquiror LP

Prairie ECI Acquiror LP

Prairie VCOC Acquiror LP

Prairie Secondary Acquiror LP

Prairie Secondary Acquiror E LP

Prairie GP Acquiror LLC

(Names of Persons Filing Statement)

CLASS A SHARES REPRESENTING LIMITED PARTNER INTERESTS

(Title of Class of Securities)

874696107

(CUSIP Number of Class of Securities)

 

 

 

Christopher R. Jones

Tallgrass Energy, LP

4200 W. 115th Street, Suite 350

Leawood, KS 66211

(913) 928-6060

 

John G. Finley

The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

(212) 583-5000

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

 

With copies to

Mollie Duckworth

Baker Botts L.L.P.

87 San Jacinto Blvd., Suite 1500

Austin, TX 78701

(512) 322-2500

 

Keith Fullenweider

Lande Spottswood

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, TX 77002

(713) 758-2222

 

 

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

 

a. 

    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. 

    The filing of a registration statement under the Securities Act of 1933.

c. 

    A tender offer.

d. 

    None of the above.

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

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

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount of Filing Fee**
   

$3,500,657,730

  $454,386

 

*

 Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction valuation is calculated based on the aggregate cash payment for the proposed per-Class A share cash payment of $22.45 multiplied by 155,931,302 outstanding Class A shares of the issuer subject to the transaction (which equals to the total outstanding Class A shares less the Class A shares held by Prairie ECI Acquiror LP, Prairie Non-ECI Acquiror LP, Prairie VCOC Acquiror LP, Prairie Secondary Acquiror LP, and Prairie Secondary Acquiror E LP) (the “Transaction Valuation”).

**

 The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.0001298.

 

☒ 

Check the 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 the date of its filing.

 

Amount Previously Paid:

   $454,386    Filing Party:    Tallgrass Energy, LP

Form or Registration No.:

   Schedule 14A    Date Filed:    January 21, 2020

 

 

 


INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”), together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (i) Tallgrass Energy, LP, a Delaware limited partnership (“TGE”) and the issuer of the Class A shares representing limited partner interests in TGE (the “Class A shares”) that are subject to the Rule 13E-3 transaction; (ii) Tallgrass Energy GP, LLC, a Delaware limited liability company and the general partner of TGE (“TGE GP”); (iii) Prairie Private Acquiror LP, a Delaware limited partnership (“Buyer”); (iv) Prairie Merger Sub LLC, a Delaware limited liability company (“Buyer Sub”); (v) Prairie Non-ECI Acquiror LP, a Delaware limited partnership; (vi) Prairie ECI Acquiror LP, a Delaware limited partnership; (vii) Prairie VCOC Acquiror, a Delaware limited partnership; (viii) Prairie Secondary Acquiror LP, a Delaware limited partnership; (ix) Prairie Secondary Acquiror E LP, a Delaware limited partnership ((v) through (ix) collectively, the “Sponsors”); and (x) Prairie GP Acquiror LLC, a Delaware limited liability company (“Blackstone GP Acquiror”). Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of December 16, 2019 (the “Merger Agreement”), by and among TGE, TGE GP, Buyer and Buyer Sub. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain conditions therein, Buyer will merge with and into TGE (the “Merger”), with TGE surviving the Merger and continuing to exist as a Delaware limited partnership. At the effective time of the Merger (the “Effective Time”), each Class A share issued and outstanding as of immediately prior to the Effective Time, other than Class A shares and Class B shares representing limited partner interests in TGE (“Class B shares”) held immediately prior to the Effective Time by the Sponsors or their respective permitted transferees under that certain Equityholders Agreement, by and among Jasmine Ventures Pte. Ltd., BIP Aggregator Q L.P., Blackstone Infrastructure Partners – V L.P., Blackstone Infrastructure Associates L.P., Enagas Holding USA, S.L.U, Enagas U.S.A. LLC, BIP Holdings Manager L.L.C., BIP Prairie E L.P., BIP Prairie E Manager L.L.C., Prairie Non-ECI Aggregator LP, Prairie Non-ECI Acquiror Holdco LP, Prairie Non-ECI Acquiror LP, Prairie ECI Aggregator LP, Prairie ECI Acquiror Holdco LP, Prairie ECI Acquiror LP, Prairie VCOC Aggregator LP, Prairie VCOC Acquiror Holdco LP, Prairie VCOC Acquiror LP, Prairie Secondary Acquiror LP and Blackstone GP Acquiror, dated as of March 11, 2019 (such shares, the “Sponsor Shares”), will be converted into the right to receive $22.45 in cash, to be paid without interest (the “Merger Consideration”). As of the Effective Time, all of the Class A shares converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be cancelled and cease to exist. The Sponsor Shares, Class B shares and units representing limited liability company interests in Tallgrass Equity, LLC, a Delaware limited lability company, issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger and will be unchanged and remain outstanding following the Effective Time. Except to the extent expressly set forth set forth in any award of equity participation shares issued under the Tallgrass MLP GP, LLC or TGE GP long-term incentive plans (such shares, the “TGE EPSs” and such plans, the “TGE LTIPs”) granted after the date of the Merger Agreement, immediately prior to the Effective Time, each award of TGE EPSs outstanding will continue to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that any performance-based vesting conditions will be waived as of the Effective Time. Notwithstanding anything in the TGE LTIPs or the applicable award agreement, and except to the extent otherwise expressly set forth in any award of TGE EPSs granted after the date of the Merger Agreement, each award of TGE EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per TGE EPS equal to the fair market value (as defined in the applicable TGE LTIP) of a Class A share on the date of settlement. In addition, TGE has agreed in the Merger Agreement not to pay any distributions with respect of its Class A shares during the pendency of the transactions contemplated by the Merger Agreement, in each case, without the prior written consent of Buyer. The Merger is subject to certain closing conditions, including approval by the holders of Class A shares and Class B shares (“TGE Shareholders”) representing a majority of the issued and outstanding Class A shares and Class B shares, voting as a single class, of the Merger Agreement at a special meeting of TGE Shareholders.

The conflicts committee of the TGE GP Board (the “Conflicts Committee”), consisting of three independent directors, has unanimously determined, based upon the facts and circumstances it deemed relevant and appropriate, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of TGE and the TGE Shareholders other than TGE GP and its affiliates, including Buyer, Buyer Sub, the Sponsors and their respective affiliates (the “TGE Unaffiliated Shareholders”) and has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, such approval constituting “Special Approval” pursuant to

 

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Section 7.9(a) of the Second Amended and Restated Agreement of Limited Partnership of TGE, dated as of July 1, 2018 (the “Partnership Agreement”). The Conflicts Committee, acting on behalf of TGE GP, in its capacity as the general partner of TGE, pursuant to the authority granted to the Conflicts Committee by the TGE GP Board, also directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the TGE Shareholders at a meeting in accordance with the Partnership Agreement, and recommended that the TGE Shareholders approve the Merger Agreement and the transactions contemplated thereby, including the Merger. In determining to make its recommendation, the Conflicts Committee considered, among other things, the opinion of Evercore Group L.L.C., the financial advisor to the Conflicts Committee, to the effect that, as of the date of its opinion, and based upon the assumptions made, matters considered, procedures followed, and qualifications and limitations of the review undertaken in rendering its opinion set forth therein, the Merger Consideration was fair, from a financial point of view, to the TGE Unaffiliated Shareholders.

Concurrently with the filing of this Transaction Statement, TGE is filing a notice of meeting and a proxy statement (the “Proxy Statement”) under Section 14(a) of the Exchange Act with respect to the special meeting of TGE Shareholders, at which TGE Shareholders will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement. All references in this Transaction Statement to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference in its entirety. Responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

All information concerning TGE contained in, or incorporated by reference into, this Transaction Statement was supplied by TGE. Similarly, all information concerning each other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.

 

ITEM 1.

SUMMARY TERM SHEET

Regulation M-A Item 1001

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

 

ITEM 2.

SUBJECT COMPANY INFORMATION

Regulation M-A Item 1002

(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger”

“Information Concerning TGE”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger—Tallgrass Energy, LP”

 

4


(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Market Price and Cash Distribution Information”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Merger Agreement—Distributions”

“The Merger Agreement—Conduct of Business Pending the Merger”

“Market Price and Cash Distribution Information”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Information Concerning TGE—Prior Public Offerings”

(f) Prior Stock Purchases.

“The Merger—Background of the Merger”

“Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties—March 2019 Blackstone Acquisition”

 

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON

Regulation M-A Item 1003

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger”

“Information Concerning TGE”

“Information Concerning the Blackstone Parties”

 

ITEM 4.

TERMS OF THE TRANSACTION

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—Background of the Merger”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

 

5


“The Merger—Effects of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger”

“The Merger—No Dissenters’ or Appraisal Rights”

“The Merger—Accounting Treatment”

“Information About the Shareholder Meeting and Voting—Vote Required; How Class A Shares and Class B Shares are Voted”

“The Merger Proposal”

“The Merger Agreement”

“The Support Agreement”

“Certain Material U.S. Federal Income Tax Consequences of the Merger”

“Security Ownership of Certain Beneficial Owners, Management and the Blackstone Parties”

Annex A—Agreement and Plan of Merger

Annex B—Support Agreement

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—Effects of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“The Merger—Financing of the Merger”

“The Merger—Provisions for Unaffiliated Security Holders”

“The Merger—No Dissenters’ or Appraisal Rights”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—No Dissenters’ or Appraisal Rights”

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—No Dissenters’ or Appraisal Rights”

 

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(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“The Merger—Provisions for Unaffiliated Security Holders”

(f) Eligibility for Listing or Trading. Not applicable.

 

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Regulation M-A Item 1005

(a) (1)-(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Interests of Certain Persons in the Merger”

“The Merger—Background of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”

“Incorporation of Certain Documents by Reference”

(b)-(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Merger—Background of the Merger”

“The Merger— Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

“The Merger—Effects of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“The Merger—Financing of the Merger”

“The Merger Proposal—The Proposal”

“Market Price and Cash Distribution Information”

“Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”

Annex A—Agreement and Plan of Merger

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—Interests of Certain Persons in the Merger”

 

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“The Merger—Financing of the Merger”

“Information About the Shareholder Meeting and Voting—Record Date and Quorum Requirement”

“Information About the Shareholder Meeting and Voting—Vote Required; How Class A Shares and Class B Shares are Voted”

“Information About the Shareholder Meeting and Voting—TGE Shares Beneficially Owned by TGE GP Directors and Executive Officers”

“The Merger Proposal—Vote Required”

“Market Price and Cash Distribution Information”

“The Merger Agreement”

“The Support Agreement”

“Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”

“Incorporation of Certain Documents by Reference”

Annex A—Agreement and Plan of Merger

Annex B—Support Agreement

 

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Regulation M-A Item 1006

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—Effects of the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“The Merger—Financing of the Merger”

“Delisting and Deregistration of Class A Shares”

Annex A—Agreement and Plan of Merger

(c) (1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—Background of the Merger”

 

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“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

“The Merger—Effects of the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Financing of the Merger”

“The Merger Agreement”

“Market Price and Cash Distribution Information”

“Delisting and Deregistration of Class A Shares”

Annex A—Agreement and Plan of Merger

 

ITEM 7.

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—Background of the Merger”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

“The Merger—Effects of the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Merger—Background of the Merger”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Opinion of Evercore – Financial Advisor to the Conflicts Committee”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Merger—Background of the Merger”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

 

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“The Merger—Opinion of Evercore – Financial Advisor to the Conflicts Committee”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

“The Merger—Effects of the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—Background of the Merger”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

“The Merger—Effects of the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger”

“The Merger—Financing of the Merger”

“The Merger—Estimated Fees and Expenses”

“The Merger Agreement”

“Certain Material U.S. Federal Income Tax Consequences of the Merger”

“Market Price and Cash Distribution Information”

“Delisting and Deregistration of Class A Shares”

Annex A—Agreement and Plan of Merger

 

ITEM 8.

FAIRNESS OF THE TRANSACTION

Regulation M-A Item 1014

(a)-(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Merger—Background of the Merger”

 

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“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Opinion of Evercore – Financial Advisor to the Conflicts Committee”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

“The Merger—Primary Benefits and Detriments of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

Annex C—Opinion of Evercore Group L.L.C.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“Information About the Shareholder Meeting and Voting—Record Date and Quorum Requirement”

“Information About the Shareholder Meeting and Voting—Vote Required; How Class A Shares and Class B Shares are Voted”

“The Merger Proposal—Vote Required”

“The Merger Agreement”

Annex A—Agreement and Plan of Merger

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Opinion of Evercore – Financial Advisor to the Conflicts Committee”

“The Merger—Position of Blackstone Parties and the Conflicts Committee as to the Fairness of the Merger”

Annex C—Opinion of Evercore Group L.L.C.

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“The Merger—Background of the Merger”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

 

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(f) Other Offers. Not Applicable.

 

ITEM 9.

REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS

Regulation M-A Item 1015

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal.

The presentation materials prepared by Evercore Group L.L.C. and provided to the Conflicts Committee, dated October 15, 2019, October 22, 2019, December 5, 2019, December 9, 2019, and December 16, 2019 are set forth as Exhibits (c)(2) — (c)(7), respectively, hereto and are incorporated herein by reference. The discussion materials prepared by Citigroup Global Markets Inc. and provided to an affiliate of the Blackstone Parties, dated July 2019 and August 2019 are set forth as Exhibits (c)(8) - (c)(10), respectively, hereto and are incorporated herein by reference.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Opinion of Evercore – Financial Advisor to the Conflicts Committee”

“The Merger—Background of the Merger”

“The Merger—Opinion of Evercore – Financial Advisor to the Conflicts Committee”

“The Merger—Citigroup Global Markets Inc. Financial Advisor Discussion Materials Provided to an Affiliate of the Blackstone Parties”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—Estimated Fees and Expenses”

“Where You Can Find More Information”

Annex C—Opinion of Evercore Group L.L.C.

The written opinion of Evercore Group L.L.C. is attached to the Proxy Statement as Annex C and is incorporated herein by reference.

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of TGE during its regular business hours by any interested TGE Shareholder or any representative who has been so designated in writing.

 

ITEM 10.

SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

Regulation M-A Item 1007

(a)-(b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Merger—Background of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“The Merger—Financing of the Merger”

 

 

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“The Merger—Estimated Fees and Expenses”

“The Merger Agreement”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Expenses Relating to the Merger”

“The Merger—Financing of the Merger”

“The Merger—Estimated Fees and Expenses”

 

ITEM 11.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY

Regulation M-A Item 1008

(a)-(b) Securities Ownership; Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Parties to the Merger”

“Summary Term Sheet—The Merger”

“The Merger—Effects of the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“Information Concerning the Blackstone Parties”

“Security Ownership of Certain Beneficial Owners, Management and the Blackstone Parties”

“Certain Purchases and Sales of Class A Shares”

 

ITEM 12.

THE SOLICITATION OR RECOMMENDATION

Regulation M-A Item 1012

(d)-(e) Intent to Tender or Vote in a Going-Private Transaction; Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“Information About the Shareholder Meeting and Voting—Vote Required; How Class A Shares and Class B Shares are Voted”

“The Merger—Background of the Merger”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Position of the Blackstone Parties as to the Fairness of the Merger”

“The Merger—The Blackstone Parties’ Purpose and Reasons for the Merger”

“The Merger—Interests of Certain Persons in the Merger”

“The Merger Proposal”

 

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“The Support Agreement”

Annex A—Merger Agreement

Annex B—Support Agreement

 

ITEM 13.

FINANCIAL INFORMATION

Regulation M-A Item 1010

(a) Financial Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Selected Historical Consolidated Financial Data”

“Incorporation of Certain Documents by Reference”

“Where You Can Find More Information”

TGE’s Annual Report on Form 10-K for the year ended December 31, 2018 is incorporated herein by reference.

TGE’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 is incorporated herein by reference.

(b) Pro Forma Information. Not applicable. Paragraph (b) of Item 1010 of Regulation M-A require the presentation of such pro forma data only if material. Because the Merger Consideration will consist solely of cash, and, as a result, TGE Unaffiliated Shareholders will have no continuing interest in TGE after the Merger, such pro forma data is not material to TGE Unaffiliated Shareholders and, as such, has not been presented.

 

ITEM 14.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

Regulation M-A Item 1009

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Merger and the Shareholder Meeting”

“Information About the Shareholder Meeting and Voting—Proxy Solicitation”

“The Merger—Background of the Merger”

“The Merger—Reasons for the Conflicts Committee’s Recommendation”

“The Merger—Opinion of Evercore – Financial Advisor to the Conflicts Committee”

“The Merger—Interests of Certain Persons in the Merger”

“The Merger—Estimated Fees and Expenses”

 

ITEM 15.

ADDITIONAL INFORMATION

Regulation M-A Item 1011

(b) Golden Parachute Compensation. Not applicable.

 

14


(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

 

ITEM 16.

EXHIBITS

Regulation M-A Item 1016

 

Exhibit No.

 

Description

(a)(1)   Proxy Statement of TGE (the “Proxy Statement”) (incorporated herein by reference to TGE’s Schedule 14A filed concurrently with the SEC).
(a)(2)   Letter to the TGE Shareholders (incorporated herein by reference to the Proxy Statement).
(a)(3)   Notice of Special Meeting of Shareholders (incorporated herein by reference to the Proxy Statement).
(a)(4)   Press Release of TGE, dated December 16, 2019 (incorporated herein by reference to Exhibit 99.1 of TGE’s Current Report on Form 8-K, filed December 17, 2019).
(b)(1)   Side Letter, dated December 16, 2019, by and among Prairie Private Acquiror LP, Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc. and Jefferies Finance LLC (incorporated herein by reference to Exhibit 17 of TGE’s Schedule 13D/A, filed December 18, 2019).
(b)(2)   Debt Commitment Letter, dated December 16, 2019, by and among Prairie Private Acquiror LP, Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc. and Jefferies Finance LLC (incorporated herein by reference to Exhibit 15 of TGE’s Schedule 13D/A, filed December 18, 2019).
(b)(3)   Alternative Debt Commitment Letter, dated December 16, 2019, by and among Prairie Private Acquiror LP, Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc. and Jefferies Finance LLC (incorporated herein by reference to Exhibit 16 of TGE’s Schedule 13D/A, filed December 18, 2019).
(c)(1)   Opinion of Evercore Group L.L.C. (incorporated herein by reference to Annex B of the Proxy Statement).
(c)(2)   Presentation materials prepared by Evercore Group L.L.C., dated October 15, 2019, for the Conflicts Committee.
(c)(3)   Presentation materials prepared by Evercore Group L.L.C., dated October 22, 2019, for the Conflicts Committee.
(c)(4)   Presentation materials prepared by Evercore Group L.L.C., dated December 5, 2019, for the Conflicts Committee.
(c)(5)   Presentation materials prepared by Evercore Group L.L.C., dated December 9, 2019, for the Conflicts Committee.
(c)(6)   Presentation materials prepared by Evercore Group L.L.C., dated December 16, 2019, for the Conflicts Committee.
(c)(7)   Presentation materials prepared by Evercore Group L.L.C., dated December 16, 2019, for the Conflicts Committee.
(c)(8)   Discussion materials of Citigroup Global Markets Inc., dated July 2019, for an affiliate of the Blackstone Parties on a non-reliance basis.
(c)(9)   Discussion materials of Citigroup Global Markets Inc., dated July 2019, for an affiliate of the Blackstone Parties on a non-reliance basis.
(c)(10)   Discussion materials of Citigroup Global Markets Inc., dated August 2019, for an affiliate of the Blackstone Parties on a non-reliance basis.

 

15


Exhibit No.

 

Description

(d)(1)   Agreement and Plan of Merger, dated as of December 16, 2019, by and among TGE, TGE GP, Buyer, and Buyer Sub (incorporated herein by reference to Annex A of the Proxy Statement).
(d)(2)   Support Agreement, dated as of December 16, 2019, by and among TGE and the Sponsors (incorporated herein by reference to Annex B of the Proxy Statement).
(d)(3)   Equity Commitment Letter, dated December 16, 2019, by and among Blackstone Infrastructure Prairie Partners L.P., BIP Aggregator (USRPHC) L.P., BIP Aggregator Q L.P., Blackstone Infrastructure Partners – V L.P., Jasmine Ventures Pte. Ltd., Enagas Holding USA, S.L.U., Enagas U.S.A. LLC, Prairie Secondary Acquiror LP, Prairie Secondary Acquiror E LP, and L5 Investment Holdings LP and Prairie Private Acquiror LP (incorporated herein by reference to Exhibit 18 of TGE’s Schedule 13D/A, filed December 18, 2019).
(d)(4)   Limited Guaranty, dated as of December 16, 2019, by Blackstone Infrastructure Prairie Partners L.P., BIP Aggregator (USRPHC) L.P., BIP Aggregator Q L.P., Blackstone Infrastructure Partners – V L.P., Jasmine Ventures Pte. Ltd., Enagas Holding USA, S.L.U., Enagas U.S.A. LLC and L5 Investment Holdings LP in favor of TGE (incorporated herein by reference to Exhibit 21 of TGE’s Schedule 13D/A, filed December 18, 2019).
(d)(5)   Purchase Agreement, dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, KIA VIII (Rubicon), L.P., KEP VI AIV (Rubicon), LLC, Tallgrass KC, LLC, William R. Moler Revocable Trust and David G. Dehaemers, Jr. Revocable Trust, as Sellers, and Blackstone GP Acquiror, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP and Prairie Non-ECI Acquiror LP, as Acquirors, and David G Dehaemers, Jr., John T. Raymond and Frank J. Loverro, as Seller Representatives (incorporated by reference to Exhibit 8 to Tallgrass KC, LLC’s Amendment No. 3 to Schedule 13D filed on February 1, 2019).
(d)(6)   Credit Agreement, dated March 11, 2019, by and among Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP and Prairie Non-ECI Acquiror LP, as borrowers, Prairie GP Acquiror LLC, as subsidiary guarantor, Prairie ECI Acquiror Holdco LP, Prairie VCOC Acquiror Holdco LP and Prairie Non-ECI Acquiror Holdco LP, as parent guarantors, BIP Holdings Manager L.L.C., as parent pledgor, Credit Suisse AG, as administrative agent and collateral agent, and the lenders from time to time party thereto (incorporated herein by reference to Exhibit 2 of TGE’s Schedule 13D/A, filed March 11, 2019).
(d)(6)   Form of Side Letter Agreement, dated January 30, 2019, between Blackstone GP Acquiror and each of David G. Dehaemers, Jr., Gary J. Brauchle, Doug Johnson, William R. Moler, Christopher R. Jones and Eric V. Westphal (incorporated herein by reference to Exhibit 4 of TGE’s Schedule 13D/A, filed March 11, 2019).

 

16


Exhibit No.

 

Description

(d)(7)   Amended and Restated Registration Rights Agreement, dated March 11, 2019, by and among TGE, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP and Prairie Non-ECI Acquiror LP (incorporated herein by reference to Exhibit 9 of TGE’s Schedule 13D/A, filed March 11, 2019).
(d)(8)   Equityholders Agreement, dated March 11, 2019, by and among Jasmine Ventures Pte. Ltd., BIP Aggregator Q L.P., Blackstone Infrastructure Partners – V L.P., Blackstone Infrastructure Associates L.P., Enagas Holding USA, S.L.U., Enagas U.S.A. LLC, BIP Holdings Manager L.L.C., BIP Prairie E L.P., BIP Prairie E Manager L.L.C., Prairie Non-ECI Aggregator LP, Prairie Non-ECI Acquiror Holdco LP, Prairie Non-ECI Acquiror LP, Prairie ECI Aggregator LP, Prairie ECI Acquiror Holdco LP, Prairie ECI Acquiror LP, Prairie VCOC Aggregator LP, Prairie VCOC Acquiror Holdco LP, Prairie VCOC Acquiror LP, Prairie Secondary Acquiror LP, and Blackstone GP Acquiror (incorporated herein by reference to Exhibit 10 of TGE’s Schedule 13D/A, filed March 11, 2019).
(f)(1)   Second Amended and Restated Agreement of Limited Partnership of TGE, dated as of July 1, 2018 (incorporated herein by reference to Exhibit 3.3 of the Quarterly Report on Form 10-Q filed by TGE with the SEC on July 2, 2018).
(f)(2)   Delaware Code Title 6 § 17-212.
(g)   None.

 

17


SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 21, 2020

 

TALLGRASS ENERGY, LP
By:   Tallgrass Energy GP, LLC, its general partner
By:   /s/ William R. Moler
Name:   William R. Moler
Title:   Chief Executive Officer
 

 

TALLGRASS ENERGY GP, LLC
By:   /s/ William R. Moler
Name:   William R. Moler
Title:   Chief Executive Officer

 

PRAIRIE PRIVATE ACQUIROR LP
By:   BIP Holdings Manager L.L.C., its general partner
By:   /s/ Sean Klimczak
Name:  

Sean Klimczak

Title:   Senior Managing Director

 

PRAIRIE MERGER SUB LLC
By:   /s/ Sean Klimczak
Name:   Sean Klimczak
Title:   Senior Managing Director

 

Signature Page to Schedule 13E-3


PRAIRIE ECI ACQUIROR LP
By:   BIP Holdings Manager L.L.C., its general partner
By:   /s/ Sean Klimczak
Name:   Sean Klimczak
Title:   Senior Managing Director

 

PRAIRIE NON-ECI ACQUIROR LP
By:   BIP Holdings Manager L.L.C., its general partner
By:   /s/ Sean Klimczak
Name:   Sean Klimczak
Title:   Senior Managing Director

 

PRAIRIE VCOC ACQUIROR LP
By:   BIP Holdings Manager L.L.C., its general partner
By:   /s/ Sean Klimczak
Name:   Sean Klimczak
Title:   Senior Managing Director

 

PRAIRIE SECONDARY ACQUIROR LP
By:   BIP Holdings Manager L.L.C., its general partner
By:   /s/ Sean Klimczak
Name:   Sean Klimczak
Title:   Senior Managing Director

 

PRAIRIE SECONDARY ACQUIROR E LP
By:   BIP Holdings Manager L.L.C., its general partner
By:   /s/ Sean Klimczak
Name:   Sean Klimczak
Title:   Senior Managing Director

Signature Page to Schedule 13E-3


PRAIRIE GP ACQUIROR LLC
By:   Prairie ECI Acquiror LP, its managing member
By:   BIP Holdings Manager L.L.C., its general partner
By:   /s/ Sean Klimczak
Name:   Sean Klimczak
Title:   Senior Managing Director

Signature Page to Schedule 13E-3


EX-99.(c)(2)

Exhibit (c)(2)

 

LOGO

The Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC Discussion Materials October 15, 2019
Preliminary Draft –Subject to Change Table of Contents Section Executive Summary I TGE Situation Analysis II Overview of TGE III A. Overview of Pony Express B. Overview of Rockies Express C. TGE Identified Growth Projects D. TGE Financial Projections Valuation of TGE Shares IV Appendix A. Weighted Average Cost of Capital


LOGO

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC, the general partner of Tallgrass Energy, LP (“TGE” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership . These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee of the Partnership. These materials were compiled on a confidential basis for use by the Conflicts Committee of the Partnership in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.
I. Executive Summary


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Executive Summary Overview of the Materials ï® Evercore Group L.L.C. (“Evercore”) is pleased to provide the materials herein to the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC (“TGE GP” or the “General Partner”), the general partner of Tallgrass Energy, LP (“Tallgrass”, “TGE” or the “Partnership”), regarding the proposed acquisition by Blackstone Infrastructure Partners (“Blackstone” or “BIP”), its partners and respective affiliates (collectively, the “Blackstone Consortium”) of all Class A shares representing limited partner interests in the Partnership (each, a “Class A Share”) from the current holders of such shares other than Class A Shares held by the Blackstone Consortium, the General Partner or their respective affiliates (the “Proposed Transaction”), in exchange for $19.50 in cash per Class A Share (the “Proposed Consideration”) ï,„ On August 27, 2019, the Blackstone Consortium proposed to acquire the unaffiliated Class A Shares at a price of $19.50 per share • Represents a 35.9% premium to the closing price of the Class A Shares on August 27, 2019 and a 6.5% premium to TGE’s 30-day volume-weighted average price (“VWAP”) as of August 27, 2019 ï® The materials herein review the Proposed Transaction, including the following: ï,„ An executive summary, including an overview of the Proposed Transaction detailing summary proposed terms, an overview of the Partnership’s current summary organizational structure and ownership, an analysis of financial metrics implied by the Proposed Transaction and certain issues for consideration by the Conflicts Committee ï,„ An overview of TGE’s current market situation and a review of TGE’s price performance following the merger of Tallgrass Energy GP, LP (“TEGP”) and Tallgrass Energy Partners, L.P. (“TEP”) on June 30, 2018 (the “MLP Buy-In”) ï,„ A review of TGE’s assets by segment including: (i) a review of the financial projections for TGE as provided by Partnership management (the “TGE Financial Projections”); (ii) a review of the assumptions utilized by Partnership management in deriving such financial projections and (iii) overviews of Rockies Express Pipeline, LLC (“REX” or “Rockies Express”) and Tallgrass Pony Express Pipeline, LLC (“PXP” or “Pony Express”) ï,„ A preliminary valuation of the TGE shares
Executive Summary Overview of Proposed Transaction Evercore has been asked by the Conflicts Committee, whether, in Evercore’s opinion, as of the date of the Opinion opinion, the Proposed Consideration is fair, from a financial point of view, to the unaffiliated holders of Requested: Class A Shares ï® Tallgrass Energy, LP Counterparties ï® Blackstone Infrastructure Partners, its partners and respective affiliates ï® The Blackstone Consortium to acquire all publicly owned Class A Shares from the holders of such Proposed shares other than Class A Shares held by the Blackstone Consortium, the General Partner or their Transaction respective affiliates Summary ï® TGE will cease to be a publicly traded partnership ï® Holders of Class A Shares other than the Blackstone Consortium, the General Partner and their Consideration respective affiliates (the “Unaffiliated Class A Shareholders”) will receive $19.50 in cash for each Class A Share held ï® Requires approval of the Conflicts Committee ï® Requires approval from over 50.0% of TGE shareholders, including both Class A Shares and the Class B shares, which hold 100% of the voting power of Tallgrass Energy Holdings, LLC and are exchangeable, together with an equivalent number of Tallgrass Equity, LLC (“Tallgrass Equity”) units, Timing and Approvals for Class A Shares (the “Class B Shares”), owned by the Blackstone Consortium, TGE management and their respective affiliatesï® The Blackstone Consortium owns 100% of the membership interest in Tallgrass Energy Holdings, LLC ï® Requires a minimum of 5.3% of the Unaffiliated Class A Shareholders to approve Otherï® The Proposed Transaction is structured to be taxable to the Unaffiliated Class A Shareholders Source: TGE management and company filings 2


LOGO

Executive Summary Summary TGE Organizational Structure Blackstone 100% Tallgrass Energy Holdings, LLC 2 Membership Consortium Interest (“Holdings”) TGE Public Investors 100% Membership Interest Tallgrass Energy GP, LLC 23,652,463 Class A Shares 100,655,121 Class B Shares TGE Management General Partner Interest: 152,334,868 Class A Shares 124,307,584 Total Shares (“Management Not entitled to distributions from TGE 54.15% TGE interest 44.19% TGE interest Member”)2,3 Tallgrass Energy, LP (“TGE”) Market Cap1: $5,464 million 3,210,085 Class A Shares 1 1,481,754 Class B Shares Net Debt : $3,428 million Credit Rating: BB+ / Ba2 4,691,839 Total Shares 1.67% TGE interest 179,197,416 Tallgrass Equity Units Proposed Target Entity 63.70% controlling and economic interest 102,136,875 Tallgrass Equity Units 36.30% non-controlling and Tallgrass Equity, LLC economic interest (“Tallgrass Equity”) 100% Limited Partner Interest Tallgrass Energy Partners, LP (“TEP”) Tallgrass Energy Finance Corp. Tallgrass MLP Operations, LLC Natural Gas Transportation Crude Oil Transportation Gathering, Processing and Terminalling 100% 100% 75% 100% 100% 100% 100% 100% 100% 100% 100% TIGT TPC REX Tallgrass Tallgrass PXP PRG TMID Tallgrass BNN Stanchion Trailblazer Rockies NatGas Operations, Terminals Stanchion Tallgrass Tallgrass Pony Powder River Tallgrass BNN Water Interstate Gas Pipeline Express Tallgrass LLC Express Gateway, LLC Midstream, Solutions, LLC Energy, LLC Tallgrass Transmission, Company LLC Pipeline, LLC NatGas LLC Pipeline, LLC Terminals, LLC LLC Operator, LLC Source: FactSet and company filings 1. Market data as of October 11, 2019 2. Limited Voting Rights, Exchange Right: One Tallgrass Equity unit and one Class B Share exchangeable for one Class A Share 3. Class B Shares redeemed from Tallgrass KC, LLC by TGE management following Blackstone’s acquisition of TGE interest held by Kelso & Co., The Energy & Minerals Group and Tallgrass KC, LLC announced on January 31, 2019 3
Executive Summary The Blackstone Consortium’s Investment in Tallgrass ($ in millions) Transaction Overview Pro Forma Leverage ï® On January 31, 2019, the Blackstone A Blackstone, GIC, Aï® Blackstone HoldCo $1,155 Term Loan 2 Consortium and Tallgrass announced and Other Investors (~44% Interest in TGE) Blackstone had entered into an agreement with 100% Membership Interest affiliates of Kelso & Co., The Energy & Minerals Tallgrass Energy Holdings, LLC 21,751,018 Class A Sharesï,„ Debt: $1,155 Group and Tallgrass KC, LLC to acquire 100% (“Holdings”) 100,655,121 Class B Shares 43.55% limited partner of the membership interest in TGE’s general 100% Membership Interest interestï,„ Leverage: ~4.2x5 partner as well as approximately 44% of the TGE PUBLIC TALLGRASS ENERGY GP, LLC limited partner interests in TGE for cash INVESTORSï,„ CFR/CCR: B1 / B+ consideration of approximately $3.2 billion General Partner Interest: 153,949,530 Class A Not entitled to distributions from TGE Shares 55.78% limited Bï® Tallgrass Energy ï,„ The Blackstone Consortium acquired partner interest Partners, LP 122,406,139 Class B Shares for $26.25 per 3,210,085 Class A Shares TALLGRASS ENERGY, LP 1,481,754 Class B Shares share, representing a 9.4% premium to 1.67% limited partner interestï,„ Debt: $3,2066 TGE’s prior day closing price1 153,949,530 Tallgrass Equity Units 55.78% controlling and economic interest Management Memberï,„ Leverage: ~3.5x • Prior to closing, Tallgrass KC, LLC 122,406,139 Tallgrass Equity converted 21,751,018 Class B Shares TALLGRASS EQUITY, LLC Units 43.55% controlling and ï,„ CFR/CCR: Ba2 / BB+ and Tallgrass Equity Units into economic interest 21,751,018 Class A Shares, which were 100% Membership Interest3 acquired by the Blackstone Consortium1 B Cï® Rockies Express RCF due 2022 7 TALLGRASS ENERGY 4.75% Notes due 2023 Pipeline LLC • TGE management retained 1,481,754 PARTNERS, LP 5.50% Notes due 2024 5.50% Notes due 2028 6 Class B Sharesï,„ Debt: $2,018ï,„ Implied TGE enterprise value of TALLGRASS MLP TALLGRASS ENERGY approximately $10.6 billion OPERATIONS, LLC FINANCE CORP.ï,„ Leverage: 2.97x C RCF due 2020 ï® The transaction closed on March 11, 2019 OPERATING 5.625% Notes due 2020ï,„ CFR/CCR: Ba1 / SUBSIDIARIES4 7.500% Notes due 2038 Source: Company filings 6.875% Notes due 2040 BBB- 1. 1,901,445 additional Class A Shares issued to BX subsequent to the transaction 2. Certain of the minority investors holding Class B Shares and Tallgrass Equity Units do not own membership interests in Holdings 3. Includes (i) a 99.9% limited partner interest held directly by Tallgrass Equity, (ii) a 0.1% limited partner interest held indirectly through Tallgrass Equity Investments, LLC and (iii) a general partner interest held indirectly through TEP GP 4. TGE, the managing member of Tallgrass Equity, and Tallgrass Equity, the sole member of TEP’s general partner, are not guarantors of the 2023 Notes, the 2024 Notes, the 2028 Notes or the revolving credit facility. In addition, partially owned subsidiaries and their direct and indirect subsidiaries are not guarantors of the 2023 Notes, the 2024 Notes, the 2028 Notes or the revolving credit facility 5. Based on TGE 2019E dividend per share of $2.18 and $274.2 million in dividends to Blackstone HoldCo 6. As of December 31, 2018 7. Rockies Express is unconsolidated at TGE 4


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Executive Summary Overview of TGE Management’s Side Letter ï® On January 30, 2019, Prairie GP Acquiror LLC entered into an agreement (the “Management Side Letter”) with certain members of management (each, a “Management Member”) providing rights to the Management Member in the event of a take-private transaction Management Side Letter Key Terms ï® Management Member is subject to a one-year Lockup Period beginning on the closing date, March Lockup Period 11, 2019 ï® In the event of a take-private transaction by the Blackstone Consortium, the Management Member In the Event of a Take-can sell at the higher of (i) the Proposed Consideration offered to the Unaffiliated Class A Private Transaction Shareholders or (ii) $26.25 per Class A Share and Class B Share ï® The Management Member has the opportunity to elect to accept the cash consideration or to Roll-Over Interests convert/exchange/roll-over interests into the privately owned Tallgrass entity on to-be-negotiated terms ï® In the event that a take-private transaction has not occurred by the end of the Lockup Period, the Expiration Blackstone Consortium will pay $3.82 per Class A Share and Class B Share to the Management Member within five business days following the expiration ï® During the Lockup Period, the Management Member must vote any and all Class A and Class B Voting Shares held by such Management Member in a manner consistent with the recommendation of the Board of Directors of TGE GP ï® The Management Member agrees that it will not engage in any activities that compete with Tallgrass Non-Competition in designated businesses and areas effective until June 30, 2020 Source: Company filings 5
Executive Summary Overview of the Proposed Consideration ($ in millions, except per share amounts) Adjusted Proposed Management Management Consideration Side-Letter1 Side-Letter Consideration per Share $19.50 $20.50 $21.50 $22.43 $23.50 $24.50 $25.50 $26.25 $26.50 Implied Premium / (Discount): TGE Unaffected Share Price as of 8/27/19 ($14.35) 35.9% 42.9% 49.8% 56.3% 63.8% 70.7% 77.7% 82.9% 84.7% TGE Current Share Price as of 10/11/19 ($19.42) 0.4% 5.6% 10.7% 15.5% 21.0% 26.2% 31.3% 35.2% 36.5% 10-Day VWAP as of 8/27/19 ($15.52) 25.6% 32.1% 38.5% 44.5% 51.4% 57.8% 64.3% 69.1% 70.7% 20-Day VWAP as of 8/27/19 ($16.77) 16.3% 22.3% 28.2% 33.8% 40.2% 46.1% 52.1% 56.6% 58.1% 30-Day VWAP as of 8/27/19 ($18.30) 6.5% 12.0% 17.5% 22.5% 28.4% 33.9% 39.3% 43.4% 44.8% Total Shares Outstanding 281.3 281.3 281.3 281.3 281.3 281.3 281.3 281.3 281.3 Implied Offer Value (100.0% Basis) $5,486.0 $5,767.4 $6,048.7 $6,310.3 $6,611.4 $6,892.7 $7,174.0 $7,385.0 $7,455.4 Plus: Long Term Debt 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 Less: Cash (9.4) (9.4) (9.4) (9.4) (9.4) (9.4) (9.4) (9.4) (9.4) Transaction Value $8,914.1 $9,195.4 $9,476.7 $9,738.4 $10,039.4 $10,320.8 $10,602.1 $10,813.1 $10,883.4 Transaction Value / EBITDA 2 Metric 2020E $866.5 10.3x 10.6x 10.9x 11.2x 11.6x 11.9x 12.2x 12.5x 12.6x 2021E 991.5 9.0 9.3 9.6 9.8 10.1 10.4 10.7 10.9 11.0 2022E 1,109.9 8.0 8.3 8.5 8.8 9.0 9.3 9.6 9.7 9.8 (Transaction Value – Capital Expenditures) / EBITDA 2 2020E $866.5 9.3x 9.6x 9.9x 10.2x 10.6x 10.9x 11.2x 11.5x 11.6x 2021E 991.5 7.3 7.6 7.8 8.1 8.4 8.7 9.0 9.2 9.3 2022E 1,109.9 5.8 6.1 6.3 6.6 6.8 7.1 7.3 7.5 7.6 Unaffiliated Class A Shares 155.5 155.5 155.5 155.5 155.5 155.5 155.5 155.5 155.5 Consideration per Class A Share $19.50 $20.50 $21.50 $22.43 $23.50 $24.50 $25.50 $26.25 $26.50 Implied Offer Value to Unaffiliated Class A Shareholders $3,033.1 $3,188.7 $3,344.2 $3,488.9 $3,655.3 $3,810.9 $3,966.4 $4,083.1 $4,121.9 Source: Bloomberg, FactSet, public filings, TGE management 1. Management Side Letter floor price of $26.50 per share less $3.82 per Class A and Class B Share after March 11, 2020 2. TGE Financial Projections 6


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Executive Summary TGE Indexed Trading Performance vs. Peers 20.0% Six Months Preceding Take-Private Offer: February 27, 2019 to August 27, 2019 Since August 27, 2019 10.0% 6.6% 0.7% —% 0.3% (3.0%) (5.1%) (10.0%) (20.0%) (18.6%) (21.3%) August 27, 2019, after market close: (23.0%) Blackstone Consortium announces (25.6%) Proposed Transaction (30.0%) Six-Month Correlation Price Performance Implied TGE Implied 1 2 Coefficient Peer Since Announcement Share Price Premium 0.944 ENLC 5.9% $15.20 28.3% (37.9%) 0.886 WMB 0.7% 14.46 34.9% (40.0%) 0.867 ENB 9.1% 15.66 24.5% 0.860 TRGP 21.6% 17.44 11.8% 0.721 PAA (8.0%) 13.20 47.7% (50.0%) Weighted Average 6.2% $15.24 27.9% 3/20/19 4/23/19 5/27/19 6/30/19 8/3/19 9/6/19 10/11/19 TGE CEQP ENBL ENB ENLC KMI PAA TCP TRGP WMB Source: FactSet, Public filings Note: Energy Transfer LP excluded from peer group due to recently announced acquisition of SemGroup Corporation 1. Correlation coefficient of TGE to peer price performance from February 27, 2019 to August 27, 2019 2. Peer unit/share price performance since August 27, 2019 7
II. TGE Situation Analysis


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TGE Situation Analysis Summary Market Data ($ in millions, except per share amounts) Market Capitalization Balance Sheet and Credit Data As of October 11, 2019 As of June 30, 2019 Total Shares Outstanding1 281.3 Cash and Marketable Securities $9.4 Share Price $19.42 Short-Term Debt —Total Equity Value $5,463.5 Long-Term Debt 3,437.5 Plus: Net Debt 3,428.1 Total Debt $3,437.5 Enterprise Value $8,891.6 Net Debt $3,428.1 Plus: Shareholders’ Equity 1,870.4 TGE Financial Projections Consensus Data Net Book Capitalization $5,298.5 Metric Yield/Multiple Metric Yield/Multiple Dividend Yield Revolver Availability / Total Revolver Capacity $795.9 / $2,250.0 Current $2.16 11.1% $2.16 11.1% Net Debt / Net Book Cap 64.7% 2020E 2.25 11.6% 2.23 11.5% Net Debt / 2020E EBITDA 3.8x 2021E 2.25 11.6% 2.24 11.5% Net Debt / 2021E EBITDA 3.5 2022E 2.26 11.6% NM Current Ratings (Senior Unsecured): EV/EBITDA Moody’s Ba2 (Stable) 2020E $866.5 10.3x $914.0 9.7x S&P BB+ (Positive) 2021E 991.5 9.0 974.0 9.1 Fitch BBB- (Stable) 2022E 1,109.9 8.0 1,058.8 8.4 Share Price and Dividend Information $30.00 $2.50 Di $25.00 $2.25 vi ic e r $20.00 $2.00 dend P e har $15.00 $1.75per S S $10.00 $1.50 e har $5.00 $1.25 $— $1.00 6/30/18 9/16/18 12/3/18 2/19/19 5/8/19 7/25/19 10/11/19 Dividend per Share Share Price Source: FactSet and Company filings 1. Includes 179.2 million Class A Shares and 102.1 million Class B Shares 8
TGE Situation Analysis TGE Trading Performance Since the MLP Buy-In 6/30/18: 8/1/18: 11/13/18: 11/26/18: 3/11/19: 6/28/19: TEGP stock-for-unit Announces plans to develop Announces expansion of Announces commercial BIP closes purchase of TGE and Kinder merger with TEP closes, Seahorse Pipeline and PXP’s mainline capacity and agreement with controlling interest in Morgan, Inc. (“KMI”) forming TGE Plaquemines Liquids associated binding open unaffiliated third-party TGE for approximately announce joint tariff Terminal season shipper for Seahorse $3.2 billion open season to increase Pipeline crude oil capacity out of 7/10/18: 8/15/18: the Bakken Formation Announces Announces binding open 10/15/18: 5/1/19: TGE and Silver Creek 1/31/19: Announces open binding open season for Seahorse Midstream, LLC agree to BIP enters into a season for further PXP season for the Pipeline 8/27/19: expand the Powder River definitive agreement to expansion Iron Horse TGE announces receipt Gateway JV acquire a controlling Pipeline of take-private proposal interest in TGE from 9/11/18: from the Blackstone Kelso & Co., the Energy Announces Investment Grade credit ratings upgrade from Consortium for $19.50 & Minerals Group and Fitch for TGE and REX per share Tallgrass KC, LLC $30.00 25,000 $27.50 22,500 $25.00 20,000 $22.50 17,500 V l o e $20.00 15,000 umes Shar i( n t Per $17.50 12,500 ous h rice P $15.00 10,000 and ) s $12.50 7,500 $10.00 5,000 $7.50 2,500 $5.00 --6/30/2018 10/1/2018 1/3/2019 4/6/2019 7/9/2019 10/11/2019 TGE Volume TGE Price Source: FactSet, TGE public filings 9


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TGE Situation Analysis Ratings Agency Commentary Current Ratings Credit Opinion February 25, 2019: Senior Ba2ï® Benefits include its predominantly interstate pipeline asset base with consistent Unsecured: cash flow from long-term transportation contracts and moderate leverageï® PXP is positioned as a competitive crude oil transportation option with access Outlook: Stable to multiple basins, downstream refineries and the Cushing, OK crude oil storage hubï® The contract extension of Continental Resources, Inc. and the development of Iron Horse Pipeline significantly improves PXP’s post-2020 recontractibility Analyst: Sreedhar Konaï® Vulnerabilities include predominately “supply-push” customers, average credit quality of customers is speculative-grade, recontracting risk and cash flow uncertainty for PXP and REX West-to-East February 21, 2019: Senior BB+ï® Excellent business risk profile reflected by the partnership’s fee-based multi- Unsecured: year contracts with over 90% of EBITDA consisting of take-or-pay contractsï® Expectation that the TGE financial policy stays the same, since Blackstone Outlook: Positive Infrastructure Partners is a long-term investor in the partnership ï® Susceptible to a large percentage of PXP’s contracts rolling off within the next 12 to 18 months Analyst: Mike Llanosï® Vulnerability to poor commodity pricing resulting in volumetric decline and contracted customers inability to meet their contractual obligations September 3, 2019: Senior BBB-ï® Expectation that Tallgrass exhibits near-term cash flow and earnings stability Unsecured: with most of its revenue being volume- and commodity price-insensitiveï® Significant steps towards mitigating near-term recontracting risk for REX and Outlook: Stable PXP in 2019 and 2020 through recent projects and contractual extensionsï® Potential events leading to a negative ratings impact include:ï,„ Inability to recontract expiring REX or PXP capacity at rates supportive of maintaining consolidated leverage of 4.8x-5.2x Analyst: Peter Molica ï,„ Negative ratings at REX, or a decline in cash flow up to TEP from REX Source: Moody’s, S&P Global Ratings, Fitch Ratings 10
TGE Situation Analysis Wall Street Research ($ in millions, except per share amounts) Summary Price Targets Analyst Recommendations Firm Analyst Date Recommendation Target Price Stifel Selman Akyol 10/10/19 Hold $20.00 TPH Colton Bean 10/09/19 Hold 19.50 Buy (1) 11% Piper Jaffray Pearce Hammond 10/07/19 Hold 24.00 Wells Fargo Michael Blum 09/16/19 Hold 20.00 Baird Ethan Bellamy 08/29/19 Hold 20.00 Barclays Christine Cho 08/28/19 Hold 24.00 Citi Timm Schneider 08/28/19 Buy 23.00 Goldman Sachs Michael Lapides 08/28/19 Hold 18.00 MUFG Barrett Blaschke 08/28/19 Hold 20.00 Hold (8) 89% Mean: $20.94 Median: 20.00 Min: 18.00 Max: 24.00 Dividend per Share Estimates EBITDA Estimates 2.51 2.42 2.34 $ 2.30 $ 2.16 2.20$ 2.232.22$2.252.23 2.20 2.28 $2.22 2.252.24 2.22 2.26 1,109.9 $ $$ $$ $ $ $$ $ $ 1,032.4 $1,058.8 $ 1,006.4 1,006.8 940.5 $ 987.1 997.1 991.5974.0 $ $ $ 869.1 914.0$ 902.0 $ 937.3866.5914.0 $ 894.0$ $$ $ $ $ 822.8 $ $ $ $ NA NANA NANA NANA NA NANANA NANANA NA NM NA NANA NA NA NANA NA NANANA NANANA NA 2020E 2021E 2022E 2020E 2021E 2022E Stifel TPH Piper Jaffray Wells Fargo Baird Barclays Citi Goldman MUFG TGE Financial Projections Consensus Source: TGE management, FactSet, Bloomberg, Company filings 11


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TGE Situation Analysis Equity Ownership Summary – TGE Class A Shares June 30, 2019 December 31, 2018 Shareholder Position Shareholder Position Position Change Invesco Advisers, Inc. 25,060,527 Invesco Advisers, Inc. 26,697,437 (1,636,910) Tortoise Capital Advisors LLC 19,292,154 Tortoise Capital Advisors LLC 25,270,921 (4,720,601) ALPS Advisors, Inc. 13,962,804 ALPS Advisors, Inc. 14,755,708 (792,904) Kayne Anderson Capital Advisors LP 6,922,704 Kayne Anderson Capital Advisors LP 8,822,918 (1,900,214) Advisory Research, Inc. 5,829,762 Advisory Research, Inc. 7,569,698 (1,739,936) ClearBridge Investments LLC 5,168,586 Salient Capital Advisors LLC 6,701,245 (2,433,258) Salient Capital Advisors LLC 4,267,987 ClearBridge Investments LLC 5,055,467 113,119 Energy Income Partners LLC 3,613,444 Jennison Associates LLC 3,753,362 (555,807) Jennison Associates LLC 3,197,555 JPMorgan Securities LLC (Investment Management) 3,747,416 (741,380) JPMorgan Securities LLC (Investment Management) 3,006,036 RR Advisors LLC 3,186,000 (445,000) RR Advisors LLC 2,741,000 Merrill Lynch, Pierce, Fenner & Smith, Inc. (Invt Mgmt) 2,627,617 (348,857) Merrill Lynch, Pierce, Fenner & Smith, Inc. (Invt Mgmt) 2,278,760 Duff & Phelps Investment Management Co. 2,034,101 (282,070) Duff & Phelps Investment Management Co. 1,752,031 Eagle Global Advisors LLC 1,916,230 (584,660) Oxbow Advisors LLC 1,718,180 Cushing Asset Management LP 1,855,165 (1,690,984) UBS Securities LLC 1,672,898 Oxbow Advisors LLC 1,787,438 (69,258) Brookfield Public Securities Group LLC 1,659,874 Pennsylvania Public School Employees Retirement System 1,400,901 (442,075) Eagle Global Advisors LLC 1,331,570 UBS Securities LLC 1,357,686 315,212 Goldman Sachs Asset Management LP 1,126,066 Miller/Howard Investments, Inc. 1,350,542 (440,260) CIBC Private Wealth Advisors, Inc. 1,107,285 Global X Management Co. LLC 1,255,586 (161,984) Global X Management Co. LLC 1,093,602 Brookfield Public Securities Group LLC 1,043,001 616,873 Pacific Investment Management Co. LLC 1,082,832 BlackRock Advisors LLC 1,005,072 30,192 BlackRock Advisors LLC 1,035,264 CIBC Private Wealth Advisors, Inc. 958,143 149,142 Pennsylvania Public School Employees Retirement System 958,826 Morgan Stanley Smith Barney LLC (Invt Mgmt) 932,852 (35,142) Miller/Howard Investments, Inc. 910,282 The Northwestern Mutual Life Insurance Co. (Invt Port) 928,326 (18,082) The Northwestern Mutual Life Insurance Co. (Invt Port) 910,244 UBS Financial Services, Inc. 827,357 (188,605) Morgan Stanley Smith Barney LLC (Invt Mgmt) 897,710 Barclays Bank Plc (Private Banking) 553,288 23,846 Susquehanna Financial Group LLLP 797,632 Yaupon Capital Management LP 536,030 (536,030) Amundi Pioneer Asset Management, Inc. 765,706 Dividend Assets Capital LLC 509,097 (102,269) Catalyst Capital Advisors LLC 685,997 The Vanguard Group, Inc. 504,538 (244,817) Citadel Advisors LLC 648,578 Goldman Sachs Asset Management LP 489,614 636,452 Total Top 30 Institutional Shareholders 115,495,896 Total Top 30 Institutional Shareholders 129,432,756 (18,226,267) Plus: Other Institutional 40,891,369 Plus: Other Institutional 28,933,545 Plus: Insiders1 27,843,155 Plus: Insiders 6,281,253 Total Shares Outstanding as of June 30, 2019 179,197,416 Total Shares Outstanding as of December 31, 2018 156,353,761 Short Position as of June 30, 2019 5,033,004 Short Position as of December 31, 2018 8,293,793 Short Position as % of Total Shares 2.8% Short Position as % of Total Shares 5.3% Source: FactSet and public filings 1. On March 11, 2019, 21.7 million Class B Shares converted to Class A Shares as a result of the Blackstone Consortium’s acquisition of Kelso & Co. and The Energy & Minerals Group interest 12
III. Overview of TGE


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Overview of TGE TGE Asset Map Including REX Zone 1 and Zone 2 Legend West Frenchie Cheyenne Connector Draw Treater Hereford Lateral Iron Horse Great Plains Powder River Express PXP REX TIGT Douglas TMID Natural Gas Gathering Processing Plant TMID Crude Oil Gathering Casper Trailblazer Processing Plant BNN Water Solutions Cheyenne Hub Huntsman Storage Facility PXP Pump Station Western TMID Compressor Station TMID Processing Plant TMID Treater Terminal Colorado TIGT Compressor Station Water Trailblazer Compressor Station Asset-Level EBITDA 2020E 2021E Terminals Terminals 4% 3% Growth Capital Crude Oil Crude Oil BNN & TMID BNN & TMID Expenditures / Transportation Transportation 17% 17% Acquisitions 21% 26% 2% Stanchion 1% Stanchion Growth Capital 1% Non-REX Gas Expenditures / Transportation 1 Acquisitions Pipelines REX 18% 1 10% 32% REX 41% Non-REX Gas Transportation Pipelines 8% Source: TGE management 1. TGE’s 75% equity interest 13
Overview of TGE TGE Asset Map Including REX Zone 3 and Additional BNN Assets Legend REX BNN Water Solutions Eastern Additional BNN Assets North Dakota West Texas South Texas 14


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Overview of TGE Rig Counts by Supply Basin U.S. Rig Count by Basin 60 65 Rig Count in TGE Supply Basins 55 55 58 47 188 176 1 158 1 Mar-19 Jun-19 Current Mar-19 Jun-19 Current 24 19 20 17 15 11 Mar-19 Jun-19 Current 1 1 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current 29 26 21 70 64 46 1 Mar-19 Jun-19 Current Mar-19 Jun-19 Current 1 454 441 Total U.S. Rig Count 421 1,006 1 967 Mar-19 Jun-19 Current 57 78 71 60 53 856 52 TGE Supply Basins 1 1 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current Mar-19 Jun-19 Current Source: Baker Hughes, Rig Data 1. As of October 11, 2019 15
Preliminary Draft –Subject to Change Overview of TGE Economics by Supply Basin TGE Supply Basin Breakeven Oil Prices1 $60 $48 $48 $50 $42 $42 $44 $40 $40 $38 $38 $38 $38 $38 $40 $36 $36 ) $34 $34 $34 $34 $34 l b $32 $32 $32 B $28 $28 / $30 $ ( $20 $10 $0 e r - e r ) ne r are ft ft Oil e mp p and - - o ng (600 iquid al WCB w l WCB k 1000 ( UR B P Ov ded / m / EUR) L er 5k 5 E Middle . . 7 elawa 5 STACK Spri K tenberg Core tenberg ten elawa/ Midland Mid Liquids Midland Average t (North) t (South) Montney Lat Dela lfca D Wolfcamp Delaware Wolfcamp oe 2nd COO Woodford Delaware Wolfcamp D Wolfca Codell SCOOP STACK ft o - ft ft - Ex attenberg Eagleford - - ft S Pressured mboe Wa Wa Condensate Condensate Condensate W k mb Bakken s200BBL W k 5 5k Bakken STAC Inner 10k LSB/WCA 10 . 7 LSB/WCA . 5 LSB/WCA/WCB Leonard/Avalon Cana Duvernay Research Commentary “Help is expected for North Dakota’s oil and gas producers, which continue to combat increases in flared gas as output increases in the Bakken Shale…Significant processing and liquids pipeline takeaway capacity has been added since August and more than 600 MMcfd of processing capacity is due to enter service by early 2020.” – Richard Nemec, Natural Gas Intelligence, 9/18/2019 “Earlier today, the Cheyenne Connector received FERC approval which will allow incremental residue gas takeaway to come online in Q1 2020 (originally Q4 2019). As we learned from our DJ midstream field trip this week, DCP’s Plant 11 (O’Connor II plant) has been running at a constrained ~100 MMcfd since its early August start-up, well below total capacity of 300 MMcfd (including 100 MMcfd of bypass) as a result of continued tightness in residue gas takeaway. This constraint along with DCP/WES plant maintenance downtime is likely to result in more tempered basin-wide growth in Q3. However, FERC’s approval of TGE’s Cheyenne Connector is the last hurdle for DJ infrastructure debottlenecking, and sets the basin up for meaningful growth in 2020.” Source: Wall Street research – William Featherston, Credit Suisse, 9/20/2019 1. Breakeven oil price necessary to achieve 10% IRR 16


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Preliminary Draft –Subject to Change Overview of TGE U.S. Crude Oil Production U.S. Lower 48 Onshore Crude Oil Production Projections by Basin – 2019E-2033E (MMBpd) Bakken formation crude oil production is projected to increase by 4.9% from 2019E to 2023E and by 3.1% from 2019E to 2033E DJ basin crude oil production is projected to increase by 4.1% from 2019E to 2023E and by 1.4% from 2019E to 2033E 12.0 2019E – 2033E Permian Eagle Ford Growth Bakken DJ / Niobrara Woodford Austin Chalk 0.4% 10.0 Utica Other 3.0% 3.0% (1.2%) 1.4% 8.0 3.1% 6.0 0.2% 4.0 2.8% 2.0 -- 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Source: EIA TGE Supply Basin 17
Preliminary Draft –Subject to Change Overview of TGE Other Natural Gas Transportation (“Non-REX Natural Gas Transportation”) Tallgrass Interstate Gas Transmission, LLC (“TIGT”) Trailblazer Pipeline Company LLC (“Trailblazer”) TIGT owns and operates approximately 4,641 miles of On April 1, 2014, TEP completed the acquisition of natural gas transportation pipelines serving Wyoming, Trailblazer, which owns the Trailblazer Pipeline, from Colorado, Kansas, Missouri and Nebraska Tallgrass Development, LP (“Tallgrass Development”) for total consideration of approximately $164 million Approximately 2.0 billion cubic feet per day (“Bcfd”) of transportation capacity with approximately 80.0% of Trailblazer is a 465-mile, FERC-regulated natural gas capacity under firm contract1 pipeline that begins along the border of Wyoming and Colorado and extends to Beatrice, Nebraska TIGT also owns the Huntsman Natural Gas Storage Facility, located in Cheyenne County, Nebraska Total system design capacity of approximately 902 million cubic feet per day (“MMcfd”), a majority of which Approximately 16.0 billion cubic feet (“Bcf”) of FERC- 1 is under firm transportation contracts with a weighted-certificated working gas storage capacity average remaining life of approximately five years as of December 31, 2018 Non-REX Natural Gas Transportation EBITDA ($MM) Non-REX Natural Gas Transportation Map $89.8 $89.7 $87.9 $84.1 $82.0 Cheyenne $78.9 Beatrice $75.8 Legend TIGT Trailblazer 2017A 2018A 2019E 2020E 2021E 2022E 2023E Compressor Station Huntsman Storage Facility Source: TGE investor presentations, website and public filings 1. As of December 31, 2018 18


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Preliminary Draft –Subject to Change Overview of TGE Tallgrass Midstream, LLC (“TMID”) TMID owns and operates one natural gas and one crude oil gathering system, two natural gas processing plants, two NGL pipelines and one fractionator in the Powder River Basin Combined natural gas processing capacity of approximately 190 MMcfd The Casper Processing Plant has 3.5 thousand barrels per day (“MBpd”) of NGL fractionation capacity The NGL pipelines connect a third-party processing plant in Northeast Colorado to an interconnect with Overland Pass Pipeline (owned by The Williams Companies, Inc. and ONEOK, Inc. (“ONEOK”)) and the Douglas Processing Plant to an interconnect with ONEOK’s Bakken NGL Pipeline TEP acquired the Douglas Natural Gas Gathering System from DCP Midstream Partners, LP for cash consideration of approximately $128 million in June 2017 In August 2017, TEP acquired Outrigger Energy LLC’s crude oil gathering system in the Powder River Basin for approximately $36 million TMID also owns a natural gas treating facility located in West Frenchie Draw, WY TMID EBITDA ($MM) TMID Map Benefit of approximately $89 million of growth capital expenditures primarily Legend attributed to connecting new wells and building out the gathering system $51.1 TMID Natural Gas Gathering $49.8 TMID Crude Oil Gathering $47.1 Compressor Station $41.5 Processing Plant Treater $33.0 $31.1 West Frenchie Draw Treater $20.7 2017A 2018A 2019E 2020E 2021E 2022E 2023E Casper Douglas Processing Plant Processing Plant Source: TGE investor presentations, website and public filings 19
Preliminary Draft –Subject to Change Overview of TGE BNN Water Solutions, LLC (“BNN”) In Q4 2013, TEP entered into a joint venture agreement with BNN Energy LLC to invest in the construction and operation of a fresh water transportation pipeline located in Weld County, CO In Q2 2014, TEP expanded the joint venture by combining its 50.0% interest in a freshwater transportation pipeline in Weld County, CO, with the 50.0% interest of its joint venture partner into a newly formed entity, BNN Water Solutions, LLC, which is also engaged in wastewater reclamation from municipalities in Texas Transaction Date Basin Value ($MM) Commentary Additional 12.0% Equity Interest in BNN May 20, 2015 N/A $0.6 Acquired an additional 12.0% equity interest in BNN from NR2, LLC The acquisition of Whiting Oil & Gas Corporation’s Redtail Saltwater Redtail Water Business December 16, 2015 DJ $75.0 Disposal and Fresh Water Transportation and Storage System in Weld County, CO The acquisition of a 63% interest in freshwater facilities in Weld Freshwater Facilities July 26, 2017 DJ $7.0 County, CO Clarkelen Water Disposal Facility August 2017 Powder River N/A Currently capable of disposing up to 40 MBpd A produced water gathering and disposal system with approximately BNN North Dakota January 2018 Williston $95.0 133,000 acres under dedication NGL Water Solutions Bakken, LLC December 3, 2018 Williston $91.0 Five saltwater disposal wells from NGL Energy Partners LP Owns a 100% interest in Central Environmental Services; seller Marcellus / 92.0% Interest in CES Holdings, Inc May 1, 2019 $52.0 received a 7.65% interest in the acquiring entity, BNN Eastern, LLC Utica and assets include a saltwater disposal facility in Southeastern Ohio BNN EBITDA ($MM) BNN Map $136.3 $136.7 North Dakota Eastern $127.2 $104.7 Great Plains $74.0 Western $43.4 $23.1 Colorado Water 2017A 2018A 2019E 2020E 2021E 2022E 2023E West Texas South Texas Source: TGE investor presentations, website and public filings 20


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Preliminary Draft –Subject to Change Overview of TGE Tallgrass Terminals, LLC (“Terminals”) Terminals, Terminals Map Tallgrass LLC owns and operates assets providing storage capacity and additional injection points for Pony Express, including a terminal approximately five miles east of Sterling, CO (the “Sterling Terminal”), a Guernsey South Terminal PRE Guernsey terminal near Buckingham, CO (the “Buckingham Terminal”), a 60% interest in Terminal Deeprock Development, LLC (“Deeprock Development”) and approximately 900 acres of surface real property Guernsey The Sterling Terminal is a 1.3 million barrel (“MMBbl”) shell capacity crude oil storage terminal located approximately five miles east of Sterling, CO at Pawnee Terminal the intersection of PXP’s Guernsey-to-Sterling line segment and the Northeast Colorado Lateral (“NECL”) Sterling Terminal The Buckingham Terminal is a 42 MBpd crude oil truck unloading terminal located 0.25 miles from Colorado State Highway 14 in Buckingham, CO Natoma Terminal The Deeprock Terminal is a 2.3 MMBbl shell capacity crude oil storage terminal located approximately three miles northeast of Cushing, OK Buckingham Terminal ● In July 2017, Terminals acquired an additional 49% interest in the Deeprock Terminal Grasslands Terminal ● Deeprock Terminal is a joint venture between KMI (11%), Deeprock Energy Resources LLC (20%) and TGE (69%) In January 2018, Terminals acquired a 38% interest in Deeprock North, LLC (“Deeprock North”), which owns a crude oil terminal in North Cushing, OK, immediately adjacent to the Deeprock Development crude oil terminal facility, for $19.5 million Legend Deeprock Terminal Immediately following the acquisition, Deeprock North merged into Deeprock PXP Development, increasing storage capacity to 4.0 MMBbl Hereford Lateral On January 3, 2018, Terminals entered into an agreement to acquire a 51% Terminal Cushing interest in a Pawnee, CO crude oil terminal from Zenith Energy Management for approximately $31 million Terminals EBITDA ($MM) In April 2018, the Natoma Terminal, a 0.1 MMBbl facility located in North-Central Kansas, was placed into service and can deliver up to 20 MBpd of $36.0 $36.6 $37.0 $37.6 $38.1 crude oil to PXP $26.7 the .3 Grasslands $12.2 Terminals recently constructed approximately 0 MMBbl Terminal, located in Platteville, CO, which was placed in service in Q2 2019, bringing Terminals total storage capacity to approximately 5.9 MMBbls 2017A 2018A 2019E 2020E 2021E 2022E 2023E Source: TGE investor presentations, website and public filings 21
Preliminary Draft –Subject to Change A. Overview of Pony Express


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Preliminary Draft –Subject to Change Overview of Pony Express Pony Express Pipeline, LLC PXP Map TEP acquired PXP from Tallgrass Development in four transactions for aggregate consideration of over $2.05 billion: (i) 33.3% of PXP for Legend $600.0 million in September 2014; (ii) 33.3% of PXP for $700.0 million in PXP March 2015; (iii) 31.3% of PXP for $743.6 million in January 2016 and Hereford Lateral (iv) the remaining 2.0% interest in February 2018 Terminal Pump Station PXP’s Guernsey-to-Cushing Mainline began commercial service in Guernsey South McPherson Refinery Terminal October 2014 and NECL began commercial service in late April 2015 El Dorado Refinery PRE Guernsey In January 2018, PXP completed connections to Holly Frontier Terminal Corporation’s 135 MBpd El Dorado Refinery and CHS, Inc.’s 100 MBpd Guernsey McPherson Refinery The Platteville Extension is a 55-mile lateral connecting PXP to the Pawnee Terminal Grasslands Terminal and was placed into service in Q2 2018 On May 1, 2019, TGE announced the expansion of PXP’s Mainline Sterling Terminal capacity in addition to the construction of the Hereford Lateral, a 30-mile, 12-inch pipeline from Hereford, CO to Pawnee, CO season soliciting Natoma Terminal On October 1, 2019, TGE announced a binding open shipper commitments under a joint tariff between PXP and Iron Horse Buckingham Terminal Pipeline Grasslands PXP EBITDA ($MM)1 Terminal Recontracting approximately 25% to $336.0 35% of PXP volume between October 2019 and May 2020 $260.4 $231.2 $232.1 $239.9 $242.4 $223.9 Deeprock Terminal Cushing 2017A 2018A 2019E 2020E 2021E 2022E 2023E Source: TGE investor presentations, website and public filings 1. Includes PRG Distributions to TGE 22
Preliminary Draft –Subject to Change Overview of Pony Express Upstream Pipelines For the three months ended June 30, 2019, Pony Express transported an average of 347.6 MBpd versus average contracted capacity of 311.9 MBpd Legend Bluestem Elk Creek Keystone XL Liberty Pipeline Seahorse Cheyenne Connector Hereford Lateral PXP Belle Fourche Butte Hereford Lateral Bridger Length: 30 miles Hiland Diameter: 12-inch Guernsey Segment Capacity: N/A Length: 145 miles In-Service: N/A Diameter: 20-inch Platteville Extension Capacity: 230 MBpd Length: 55 miles In-Service: Sep-14 Diameter: N/A Northern Mainline Capacity: 80 MBpd In-Service: Q2 2018 Length: 285 miles Diameter: 22-24 inches Northeast Colorado Lateral Capacity: 342 MBpd Length: 70 miles In-Service: Sep-14 Diameter: 16-20 inches Capacity: 90 MBpd In-Service: Apr-15 Southern Mainline Length: 260 miles Diameter: 24-inch Capacity: 342 MBpd In-Service: Sep-14 Source: Public filings 23


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Preliminary Draft –Subject to Change Overview of Pony Express Powder River Gateway, LLC (“PRG”) PRG Map In February 2018, TEP entered into an agreement with Silver Creek Midstream, LLC (“Silver Creek”) to form Iron Horse Pipeline, LLC (“Iron Horse Pipeline”) On July 10, 2018, TGE and Silver Creek announced a binding open season to solicit shipper commitments for the Iron Horse Pipeline, in addition to a secured 10-year producer-supported committed transportation contract for 15 MBpd Effective January 1, 2019, TGE and Silver Creek expanded the joint venture through contributions to Powder River Gateway Through the expansion, TGE acquired a 51.0% membership interest in Powder River Gateway, which owns the Powder River Express Pipeline, the Iron Horse Pipeline and two crude terminal facilities in Guernsey, WY Approximately 190 MBpd of total transportation capacity across the systems and fully constructed terminal storage capacity of 1.0 MMBbls Guernsey ● The Powder River Express Pipeline is a 70-mile, 12-inch pipeline that transports crude oil from the Powder River Basin to Guernsey, WY ● The Iron Horse Pipeline is an 80-mile, 16-inch pipeline placed into service May 2019 that Legend transports crude oil from the Powder River Basin to Iron Horse Guernsey, WY Powder River Express Source: TGE investor presentations, website and public filings 24
Preliminary Draft – Subject to Change Bakken Shale – Activity and Production Bakken Shale Permits Bakken Shale Crude Oil Production (MBpd) Bakken Shale Spuds Bakken Shale Historical Active Rigs 421 383 500 499 516 570 707 755 630 573 695 718 649 693 693 778 778 814 814 624 624 500 500 538 538 378 378 218 218 190 190 255 192 219 261 358 343 321 335 438 413 383 406 313 2011 2012 2013 2014 2014 2015 2015 2016 2016 2017 2018 Source: Drillinginfo and BakerHughes Note: Includes the following counties: Billings (ND), Divide (ND), Dunn (ND), Golden Valley (ND), McKenzie (ND), Mountrail (ND), Richland (MT) and Williams (ND) Overview of Pony Express 305 304 429 420 452 531 531 540 540 527 557 562 587 551 609 629 710 610 437 314 289 293 123 144 177 166 205 261 286 289 314 308 361 365 310 356 248 2011 2012 2012 2013 2014 2015 2016 2017 2018 2019 -- 200 400 600 800 1,000 1,200 1,400 1,600 2011 2012 2013 2014 2015 2016 2017 2018 2019 133 144 156 161 163 176 177 168 163 155 149 146 152 157 165 164 124 78 65 57 38 24 27 30 35 43 49 47 48 54 53 50 54 56 50 2011 2012 2013 2014 2015 2016 2017 2018 2019 25


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Preliminary Draft – Subject to Change Crude Oil Spot Prices as of October 11, 2019 Cushing WTI $54.70 U.S. Gulf Coast Light Sweet 58.05 Patoka WTI 1 55.70 Brent (East Coast) 60.49 Pony Express Pipeline Via True Companies and Kinder Morgan Double H Operator Tallgrass Energy, LP 2019E Takeaway Capacity - Bpd 368,000 End Markets Cushing, OK Rate Estimate – ($/Bbl) ($4.28) Netback (Cushing WTI) $50.42 Alternative Basin Takeaway (In Order of Highest Netback) Enbridge Mainline North Dakota / Bakken Expansion Program Operator Enbridge Inc. 2019E Takeaway Capacity - Bpd 285,000 End Markets Clearbrook, MN; East Coast Rate Estimate – ($/Bbl) ($1.63) Netback (East Coast) $58.86 Plains Bakken North Operator Plains All American, L.P. 2019E Takeaway Capacity - Bpd 40,000 End Markets Clearbrook, MN; East Coast Rate Estimate – ($/Bbl) ($1.63) Netback (East Coast) $58.86 DAPL Operator Energy Transfer LP 2019E Takeaway Capacity - Bpd 600,000 End Markets Patoka,IL; Gulf Coast Rate Estimate – ($/Bbl) (Patoka, IL) ($5.57) Netback (Patoka, IL) $50.13 Rate Estimate – ($/Bbl) (Gulf Coast) ($6.90) Netback (Gulf Coast) $51.15 Bakken Rail Loading Facilities Operator Various 2019E Takeaway Capacity - Bpd 1,305,000 End Markets West Coast; East Coast Rate Estimate – ($/Bbl) ($12.50) Netback (East Coast) $47.99 Competing Bakken Crude Oil Takeaway Pipelines Source: FERC, Public filings 1. Assumes a $1.00 differential to Cushing WTI spot price Overview of Pony Express 26 Guernsey Patoka Cushing Legend Hereford Lateral PXP Belle Fourche Bridger Butte Dakota Access Pipeline (“DAPL”) Enbridge Hiland Plains
Preliminary Draft – Subject to Change Overview of Pony Express Overview of Proposed DAPL Expansion Overview DAPL Map In October 2014, Energy Transfer Partners LP (“Energy Transfer” or “ETP”) and P66 announced construction of the 75/25 DAPL joint venture, a 1,158-mile crude oil pipeline extending from Stanley, ND to Patoka, IL ETP’s 75% interest is held in Bakken Holdings Company, LLC (“Bakken HoldCo”), through its wholly owned subsidiary, Dakota Access, LLC DAPL was placed into service on June 1, 2017 and consists of 12-, 20-, 24- and 30-inch diameter pipe with throughput capacity of 570 MBpd On August 2, 2016, ETP announced the divestiture of a 49% interest in its 75% interest (36.75%) in Bakken HoldCo to MarEn Bakken Company LLC, an entity jointly owned by Enbridge Energy Partners, L.P. and Marathon Petroleum Corporation, for cash consideration of $2 billion On June 20, 2019, Energy Transfer announced its plans to double crude oil throughput capacity to 1.1 MMBpd (the “DAPL Expansion”) Energy Transfer anticipates the completion of the DAPL Expansion in late 2020E On July 15, 2019, Energy Transfer announced a binding open season to solicit additional shipper commitments on DAPL 27 Patoka Stanley Guernsey Cushing Legend PXP Hereford Lateral DAPL Source: Public filings, Company presentations


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Preliminary Draft – Subject to Change Bakken Takeaway and Production Source: North Dakota Pipeline Authority (“NDPA”), Wall Street research and EIA 1. Includes Tesoro Mandan Refinery, Dakota Prairie Refinery and Davis Refinery Projected Throughput Volume and Takeaway Capacity (Bpd) Overview of Pony Express 28 -- 500,000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000 2016A 2017A 2018A 2019E 2020E 2021E Local Refineries Butte Butte Expansion Enbridge Mainline North Dakota Enbridge Bakken Expansion Plains Bakken North Kinder Morgan Double H DAPL DAPL Expansion Bridger Expansion Rail Loading Facilities Crude Oil Production – EIA High Crude Oil Production – NDPA Low Crude Oil Production – NDPA Current Production (May 2019): 1.4 MMBpd 1
Preliminary Draft – Subject to Change DJ Basin – Activity and Production DJ Basin Permits DJ Basin Crude Oil Production (MBpd) DJ Basin Spuds DJ Basin Historical Active Rigs 612 739 824 630 626 636 438 492 640 664 632 724 521 703 694 1,105 973 802 785 1,290 1,027 1,054 928 948 1,069 1,250 1,270 743 615 702 1,003 1,774 886 366 324 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: Drillinginfo and BakerHughes Note: Includes the following counties: Arapahoe (CO), Adams (CO), Laramie (WY), Morgan (CO) and Weld (CO) Overview of Pony Express 522 591 598 543 557 498 395 328 306 348 376 409 419 492 524 552 476 370 424 355 202 182 230 387 455 451 490 426 378 359 316 216 49 18 14 2011 2012 2013 2014 2015 2016 2017 2018 2019 -- 100 200 300 400 500 600 2011 2012 2013 2014 2015 2016 2017 2018 2019 7 10 11 10 11 14 17 15 16 21 26 26 32 34 38 39 27 21 23 22 17 12 15 19 22 25 26 23 23 24 25 27 29 27 24 2011 2012 2013 2014 2015 2016 2017 2018 2019 29


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Preliminary Draft – Subject to Change 30 Powder River Basin – Activity and Production Powder River Basin Permits Powder River Basin Crude Oil Production (MBpd) Powder River Basin Spuds Powder River Basin Historical Active Rigs 83 91 236 134 77 90 119 136 93 116 183 142 110 126 210 132 60 38 80 26 10 10 29 28 55 48 84 63 68 67 88 93 87 94 128 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: Drillinginfo and BakerHughes Note: Includes the following counties: Big Horn (MT), Campbell (WY), Converse (WY), Crook (WY), Johnson (WY), Niobrara (WY), Powder River (MT), Rosebud (MT), Sheridan (WY) and Weston (WY) Overview of Pony Express 6 8 8 13 15 16 21 22 25 23 26 31 31 27 26 31 21 9 8 6 2 1 2 7 7 8 10 10 9 13 15 15 18 13 14 2011 2012 2013 2014 2015 2016 2017 2018 2019 699 601 636 543 647 459 494 515 538 644 503 485 534 678 528 744 464 636 868 767 1,370 1,030 1,131 697 1,023 1,476 1,165 514 462 206 163 130 119 190 308 2011 2012 2013 2014 2015 2016 2017 2018 2019 -- 20 40 60 80 100 120 140 160 2011 2012 2013 2014 2015 2016 2017 2018 2019
Preliminary Draft –Subject to Change Overview of Pony Express DJ Basin / Powder River Basin Crude Oil Infrastructure Legend Hereford Lateral Pipelines Guernsey Capacity: N/A PXP Origin / Hereford-to-Pawnee Hereford Lateral Destination: Grand Mesa / Saddlehorn 52.0 MBpd Miles: 30 Jayhawk Operator: Tallgrass Kansas Pipeline System Keystone Platte PXP Rocky Mountain Crude Capacity: 400 MBpd White Cliffs Origin / Guernsey-to-Cushing Refineries 98.0 MBpd Destination: CHS McPherson Miles: 705 CVR Coffeyville Operator: Tallgrass HollyFrontier Cheyenne HollyFrontier El Dorado 2 HollyFrontier Tulsa Grand Mesa / Saddlehorn Phillips 66 Borger Capacity: 340 MBpd 110.0 MBpd Phillips 66 Ponca City Origin / Platteville-to-Cushing Suncor Commerce City Destination: 135.0 MBpd Valero McKee Miles: 550 Operator: NGL Energy Partners 132.0 MBpd White Cliffs Jayhawk Capacity: 180 MBpd1 Capacity: 140 MBpd 220.0 MBpd 125.0 MBpd Origin / Platteville, CO-to- Origin / Various Destination: Cushing, OK 200.0 MBpd 180.0 MBpd Destination: Miles: 527 Cushing Miles: 1,200 Operator: Energy Transfer Operator: CHS Inc. Rocky Mountain Crude Platte Keystone Kansas / Oklahoma Gathering System Capacity: 280 MBpd Capacity: 164 / 145 MBpd Capacity: 590 MBpd Capacity: 560 MBpd Origin / Guernsey-to-Commerce City Origin / Casper-to-Guernsey / Origin / Various Origin / Various Destination: Destination: Guernsey-to-Wood River Destination: Destination: Miles: 54 Miles: 933 Miles: 2,687 Miles: 460 Operator: Rocky Mountain Crude Oil LLC Operator: Enbridge Inc. Operator: TC Energy Operator: Energy Transfer Source: Public filings Note: Refinery capacity is total capacity per day 1. Capacity of two 12-inch crude pipelines 2. Saddlehorn – Grand Mesa Pipeline is owned 62.5% by Saddlehorn Pipeline Company, LLC (40% by Magellan Midstream Partners LP, 40% by Plains All American Pipeline LP, and 20% by Anadarko Petroleum Corp.) and 37.5% by NGL Energy Partners, LP 31


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Preliminary Draft –Subject to Change Overview of Pony Express DJ Basin / Powder River Basin Assets – Takeaway Supply / Demand DJ Basin / Powder River Basin Crude Oil Supply Versus Capacity (MBpd) 2,000 1,800 $2.30 to $2.63 1,600 to Cushing, OK1 1,400 $4.30 to $5.67 to Cushing, OK2 1,200 $4.30 to $5.67 to Cushing, OK2 1,000 $2.00 to $2.22 to Wood River, IL3 800 $3.69 to $4.56 to Cushing, OK4 600 400 $2.00 to $5.48 to Cushing, OK5 200 $3.45 to $3.80 to Commerce City, CO6 -- 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E Local Refineries White Cliffs Pony Express Pipeline Platte Grand Mesa Saddlehorn Saddlehorn Expansion Liberty Pipeline Crude Oil Supply7 Source: Wall Street research and public filings Note: Pony Express includes an additional 60 MBpd in 2019E from pumps and DRA resulting in total capacity of 420 MBpd 1. Assumes a build multiple of 7.0-8.0x, 80% EBITDA margin and 85% utilization on 350 MBpd 2. Assumes $4.2995 to $5.6745/Bbl pipeline tariff to Cushing, OK 3. Assumes $2.00 to $2.22/Bbl pipeline tariff from Guernsey, WY receipt point to various delivery points ending at Wood River, IL 4. Assumes $3.6903 to $4.5563/Bbl pipeline tariff to various delivery points ending at Cushing, OK 5. Assumes $2.00 to $5.48/Bbl pipeline tariff to Cushing, OK 6. Assumes $3.45 to $3.80/Bbl trucking cost to Suncor’s Commerce City Refinery 7. Crude Oil Supply includes volumes from in-basin production as well as volumes from pipelines terminating in the basin 32
Preliminary Draft –Subject to Change Overview of Pony Express Overview of Liberty Pipeline Overview Liberty Map On November 9, 2018, Phillips 66 (P66) and Bridger Pipeline LLC (Bridger) announced a proposal to build Liberty Pipeline LLC (Liberty), a 24-inch, 350 MBpd crude oil transportation pipeline from the Rockies and Bakken regions to Cushing, OK Concurrently, Liberty announced an open season for the proposed pipeline beginning November 12, 2018 On June 10, 2019, P66 and Bridger announced the formation of a 50/50 joint venture to construct Liberty Liberty shippers are expected to receive Gulf Coast connectivity via the P66 and Plains All American Red Oak Pipeline, which extends from Cushing, OK to Corpus Christi, Ingleside, Houston and Beaumont, TX Liberty is underpinned with long-term shipper volume commitments The anticipated project cost is approximately $1.6 billion (7.0x to 8.0x build multiple) Initial service is expected by Q1 2021E Legend On July 3, 2019, Liberty launched a supplemental open Hereford Lateral season seeking additional shipper commitments Pony Express Liberty Source: Public filings and company website 33


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Overview of Pony Express Overview of Saddlehorn Expansion Overview Saddlehorn Map ï® On July 1, 2019, Saddlehorn Pipeline Company, LLC, a Ft. Laramie, WY 40/40/20 joint venture between Magellan Midstream Partners, L.P., Plains All American, L.P. (“Plains”) and Western Gas Partners, LP (“Western”), announced the expansion of the Saddlehorn Pipeline (“Saddlehorn”), a 20-inch, 550-mile crude oil transportation pipeline from the DJ Basin and Powder River Basin to Cushing, OK and a new origin point in Ft. Laramie, WY by leasing capacity on third-party pipelines ï,„ In connection with the expansion, Saddlehorn launched an open season to solicit long-term volume commitments ï,„ The expansion would increase Saddlehorn’s capacity by 60 MBpd (further expandable up to 100 MBpd of total new capacity), from 190 MBpd to 250 MBpd, through the addition of incremental pumps and storage capabilities with the higher capacity expected to be available in late 2020E • In the second half of 2019E, Saddlehorn expects Legend approximately 124 MBpd of crude oil throughput, which is on pace to be 63.5% higher than 2018 Hereford Lateral throughput of approximately 75 MBpd Pony Express Leased Third-Party Capacity Saddlehorn Source: Public filings and company website 34
Overview of Pony Express Pony Express – Operations Overview ï® Bakken Light Sweet (BLS) 40° – 46° API Sulfur <0.20% Originates at Guernsey ï® Niobrara (NIO) 34° – 42° API Sulfur <0.42% Originates at Guernsey and NECL Crude Qualityï® Mixed Sweet (MXS) 30° – 38° API Sulfur <0.50% Originates at Guernsey ï® Pony Express Light (PXL) 47° – 57° API Sulfur <0.20% Originates at Platteville, Buckingham and Guernseyï® Kansas Uplift (KSU) 28° – 35° API Sulfur <0.80% Originates at Natoma Batch Sizeï® 50,000 barrels minimum batch size Pony Express ï® Each segment can reach approximately 30% uplift with drag reducing agents (“DRA”) Mainline Capacity ï® Two 24-inch lines to the Southern Cushing Complex and direct connections to North Cushing Rose Rock and Blue Knight terminalsï® P66 Ponca City Refinery Connectivity ï® Holly Frontier El Dorado Refineryï® CHS McPherson Refineryï® Spare unit at Guernsey for redundancy ï® Can optimize pump station utilization with DRA Pump Stations ï® Stations utilize three different motor types â–º TGE has one spare of each type at all times Transport Timeï® 7 day Guernsay to Cushing: Common Stream and linefill allow for barrel in / barrel out deliveries Source: Public filings and company website 35


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Overview of Pony Express FERC Tariffs and Initial Contracts ï® Pony Express’ commercial operations are governed by two joint FERC tariffs and three local FERC tariffs Joint Tariffs Belle Fourche (“BFPL”) Hiland ï® Tariff Highlightsï® Tariff Highlights ï,„ Shippers pay one joint rate which is split among tariff partnersï,„ Shippers pay one joint rate which is split among tariff partnersï,„ Partners: Belle Fourche Pipeline Company / Bridger Pipeline, LLCï,„ Partner: Double H Pipeline (Hiland)ï,„ Receipt points in Williston Basin, Powder River Basin and Eighty-ï,„ Receipt points in Williston Basin and Baker, MT Eight Oil LLC (“88 Oil”) Terminalsï,„ Batched transportation service ï,„ Batched transportation serviceï,„ Quality requirements: <30cSt, 28–52° API, <=0.5% sulfurï,„ Quality requirements: <30 Kinematic Viscosity @ 100°F (“cSt”),ï® Contracts 28–52° API, <=0.5% sulfur ï,„ 51,000 Bpd committed and expires in March 2020ï® Contracts ï,„ Committed joint rates range from $5.71/Bbl to $6.28/Bblï,„ 110,000 Bpd committed (50,000 Bpd expiring in October 2019)ï,„ MFN provisions tied to walk-up rate filed with FERC ï,„ Committed joint rates range from $3.93/Bbl to $8.56/Bbl ï,„ Most Favored Nation (“MFN”) tied to walk-up rate filed with FERC (with 10% discount) Local Tariffs Guernsey Local NECL1 Platteville2 ï® Tariff Highlightsï® Tariff Highlightsï® Tariff Highlights ï,„ Receipt points at Guernsey, Wyomingï,„ Receipt points at Buckingham and ï,„ Receipt points at Grasslands Terminal ï,„ Batched transportation service Pawnee stations in northeast Colorado in northeast Colorado ï,„ Quality requirements: <30cSt, 28–52°ï,„ Batched transportation serviceï,„ Batched transportation service API, <=0.5% sulfur ï,„ Quality requirements: <30cSt, 28–42°ï,„ Quality requirements: <30cSt, 28–57°ï® Contracts API, <=0.2% sulfur API, <=0.2% sulfur ï,„ 55,000 Bpd committedï® Contracts ï® Contracts ï,„ Committed rates range from $3.77/Bblï,„ 95,900 Bpd committedï,„ Committed rates through PXP Mainline to $4.28/Bblï,„ Committed rates range from $3.99/Bbl range from $2.40/Bbl to $2.87/Bblï,„ MFN tied to walk-up rate filed with to $4.28/Bblï,„ Committed rates to Buckingham station FERCï,„ No MFN provisions range from $0.52/Bbl to $0.63/Bbl Source: TGE managementï,„ No MFN provisions 1. Hereford Lateral volumes transported under NECL tariff 2. Includes Stanchion volumes classified under “Platteville Long Haul” 36
Overview of Pony Express Throughput and Deficiency Agreement Summary – Pony Mainline Carriers Tallgrass Pony Express Pipeline, LLC ï® Five years following in-service date with one-time renewal option to extend term for an additional five-year period. Shippers Term must notify of renewal not less than 210 days before the end of the initial five-year term ï® Receives favorable rate treatment under a negotiated MFN clause Committed ï,„ BFPL – Shippers will pay the lesser of a negotiated rate or 90.0% of the FERC tariff Shipping Rate ï,„ Hiland – Shippers will pay the lesser of a negotiated rate or the FERC tariff Monthly Throughput ï® Shipper commits to ship an agreed upon monthly minimum volume Commitment Uncommitted ï® Ship incremental volumes above the monthly minimum volume commitment at the committed shipping rate Shipping Rate ï® Shippers maintain a deficiency payment account for all barrels paid for but not shipped Deficiency and ï® Incremental barrels above the monthly minimum volume commitment are paid according to committed shipping rate unless Incremental deficiency payment account holds a positive balance in which case the deficiency payment account is debited for the Payment Account incremental barrel shipment ï® Incremental barrels accrue towards an incremental barrel account that can act as a credit against future deficiency payments Source: TGE management 37


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Overview of Pony Express Throughput and Deficiency Agreement Summary – NECL Carriers Tallgrass Pony Express Pipeline, LLC ï® Five years following in-service date with one-time renewal option to extend term for an additional five-year period. Shippers Term must notify of renewal not less than 210 days before the end of the initial five-year term Committed ï® Shippers will pay a negotiated rate Shipping Rate Monthly Throughput ï® Shipper commits to ship an agreed upon monthly minimum volume Commitment Uncommitted ï® Ship incremental volumes above the monthly minimum volume commitment at the committed shipping rate Shipping Rate ï® Shippers maintain a deficiency payment account for all barrels paid for but not shipped Deficiency and ï® Incremental barrels above the monthly minimum volume commitment are paid according to committed shipping rate unless Incremental deficiency payment account holds a positive balance in which case the deficiency payment account is debited for the Payment Account incremental barrel shipment ï® Incremental barrels accrue towards an incremental barrel account that can act as a credit against future deficiency payments Source: TGE management 38
Preliminary Draft –Subject to Change B. Overview of Rockies Express


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Overview of Rockies Express Rockies Express Pipeline, LLC ï® TEP owns a 75.0% interest in REX via: (i) the acquisition of a 25.0% interest from Tallgrass Development for cash consideration of approximately $436 million in May 2016; (ii) the acquisition of an additional 24.99% interest from Tallgrass Development for cash consideration of $400 million in April 2017 and (iii) the acquisition of the remaining 25.01% from Tallgrass Development in February 2018 in exchange for TEGP units valued at approximately $400 millionï,„ REX is 25.0% owned by P66ï® REX is an approximately 1,712-mile, 36-inch to 42-inch pipeline with bi-directional design capacity of 1.8 Bcfd West-to-East from Opal, WY, and Meeker, CO, to Clarington, OH, and 2.6 Bcfd East-to-West from Clarington, OH, to Audrain County, MO ï® In July 2017, TEP received its proportionate distribution from REX from the REX DCF Attributable to TGE ($MM) receipt of a $150 million cash payment from Ultra Resources, Inc. as part of Roll-off of original 10-year West-to- settlement for a $303 million breach of contract claim (also included new East contracts in November 2019 seven-year firm transport agreement) $502.4 $466.0 $465.0 ï® REX is operated by Tallgrass NatGas Operator, LLC (“Tallgrass NatGas”), a $392.0 $356.2 $357.2 $353.7 $352.1 wholly owned subsidiary of TGE ï® Tallgrass NatGas receives a management fee of 1.0% of the EBITDA from REX as compensation for its services 2017A 2018A 2019E 2020E 2019E 2021E 2022E 2023E REX Map Opal Wamsutter Cheyenne Clarington Meeker Lebanon Legend REX Mexico Cheyenne Connector Cheyenne Hub Compressor Station Source: TGE investor presentations, Public filings 39
ï® REX was initially designed to transport natural gas from the Rockies to Midwest and Northeast marketsï,„ West-to-East throughput capacity of 1.8 Bcfdï,„ Majority of original contracts were at rates of $0.98 per Dth to $1.07 per Dth1 and expire Q4 2019E ï® REX contracted Zone 3 for bi-directional flows with the first East-to-West volumes in June 2014 via the Seneca Lateral which allowed natural gas from the Appalachian Basin to access Midwest, Gulf Coast and Canadian marketsï,„ Initial Zone 3 East-to-West throughput capacity of 1.8 Bcfdï,„ The East-to-West capacity was fully contracted with the majority of contracts having 15- to 20-year terms at rates of $0.35 per Dth to $0.55 per Dthï® REX contracted the Zone 3 Capacity Enhancement Project and completed in-service on January 6, 2017 with the incremental capacity being filled almost instantaneously ï,„ Added 0.8 Bcfd to Zone 3 East-to-West capacity for total East-to-West capacity of 2.6 Bcfdï,„ Secured 15-year contracts for 0.8 Bcfd at a range of $0.45 to $0.61 per Dth Legend REX Cheyenne Connector Cheyenne Hub Compressor Station REX Zone 1 (Entegra) REX Zone 2 (West) REX Zone 3 (East) Opal Wamsutter REX Zone 3 (East) Cheyenne Clarington Meeker Lebanon Mexico Source: TGE management, Public filings 1. Implied weighted average rate of Other West End Shippers 40


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Preliminary Draft –Subject to Change Overview of Rockies Express Growth Projects – TGE’s Cheyenne Connector and Hub Cheyenne Connector and Hub Map ï® In Q3 2017, TEP announced binding contracts with Anadarko Petroleum Corporation (“Anadarko”) and DCP Legend Midstream, LP (“DCP”) for an incremental 600,000 Dthd to REX Cheyenne Connector support the Cheyenne Hub Growth Project Cheyenne Hub ï,„ The project consists of the Cheyenne Connector (“REX Cheyenne Connector”), a 70-mile, 36-inch natural gas transportation pipeline and the Cheyenne Hub (“REX Cheyenne Hub”) • The project will facilitate natural gas transport from the DJ Basin to the Cheyenne Hub providing takeaway to markets on REX or other interconnected pipelines ï,„ Both projects received Environmental Assessments in Cheyenne December 2018 and the expected in-service date is Q1 2020E ï,„ Western Midstream Partners, LP (“Western Midstream Partners”) and DCP each hold a one-time option to acquire a minority interest in the REX Cheyenne Connector prior to its in-service dateï® On September 19, 2019, the FERC approved both projects and issued the necessary certificate of public convenience and necessityï,„ TGE had substantially all of the materials for construction on site prior to FERC approval and expects the REX Cheyenne Connector to be in service in Q1 2020E Source: Public filings 41
Preliminary Draft –Subject to Change Overview of Rockies Express Historical and Projected Natural Gas Pricing – Zone 1 and 2 Natural Gas Price Forecast ($/MMBtu) Natural Gas Hubs $5.00 Average Differential 2020E $0.40 $4.00 2021E 0.40 2022E 0.38 $3.00 $2.00 $1.00 $— 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E Henry Hub REX West REX West Chicago Opal Cheyenne Overview of End Markets Average Pricing Over Year Ending December 31 as Percent of Henry Hub Hub 2019E 2020E 2021E 2022E 2023E 2024E 2025E SoCal Citygate Cheyenne 80.0% 72.4% 72.5% 74.0% 76.1% 77.2% 78.2% Chicago 98.6% 97.3% 96.1% 96.0% 96.7% 97.3% 97.4% SoCal Border NW Opal Wyoming 95.4% 80.2% 79.4% 81.0% 82.0% 82.4% 82.9% REX West 96.3% 83.0% 82.9% 84.2% 86.0% 86.9% 87.7% SoCal Border 116.2% 100.1% 97.6% 98.8% 100.3% 101.2% 101.6% SoCal Citygate 158.1% 131.1% 125.3% 128.1% 124.9% 123.1% 121.4% Source: SNL 42


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Preliminary Draft –Subject to Change Overview of Rockies Express Currently Effective REX Tariffs FTS Reservation Charge ($/Dthd) FTS Maximum Commodity Charge ($/Dth) Maximum Zone 1 Zone 2 Zone 3 Maximum Zone 1 Zone 2 Zone 3 from Zone 1 $0.2325 $0.7744 $1.6511 from Zone 1 $0.0030 $0.0049 $0.0074 from Zone 2 0.7744 0.5419 1.4186 from Zone 2 0.0049 0.0019 0.0044 from Zone 3 1.6511 1.4186 0.8767 from Zone 3 0.0074 0.0044 0.0025 FTS Backhaul Reservation Charge ($/Dthd) FTS Minimum Commodity Charge ($/Dth) Maximum Zone 1 Zone 2 Zone 3 Minimum Zone 1 Zone 2 Zone 3 from Zone 1 $0.1539 N/A N/A from Zone 1 $0.0030 $0.0049 $0.0074 from Zone 2 0.5125 $0.3586 N/A from Zone 2 0.0049 0.0019 0.0044 from Zone 3 1.0927 0.9388 $0.5802 from Zone 3 0.0074 0.0044 0.0025 FTS Fuel Charge (%/Dth) Zone 1 Zone 2 Zone 3 from Zone 1 0.30% 0.48% 0.72% from Zone 2 —% 0.13% 0.37% from Zone 3 0.19% 0.19% 0.19% Source: FERC filings 43
Legend Cheyenne Connector Colorado Interstate Hereford Lateral Grand Mesa / Saddlehorn Bluestem Kern River Elk Creek Natural Gas Pipeline of America Keystone XL Northwest Liberty Pipeline PEPL Saddlehorn Extension Questar Seahorse Ruby PXP Southern Star REX TETCO TIGT Trans-Colorado Trailblazer Wyoming Interstate Cheyenne Plains 44


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Subject to Change Overview of Rockies Express Overview – REX Competitive Landscape – Zone 1 and 2 (cont’d) REX Competitors Throughput (Dthd) Capacity Utilization Maximum Pipeline Capacity (Dthd) 3Q ‘19 3Q ‘19 FT Rate ($/Dthd) Owner Rockies Express Pipeline LLC 4,400,000 4,474,605 101.7% $0.2325—$1.6511 Tallgrass Energy, LP / Phillips 66 Cheyenne Plains Gas Pipeline 820,000 565,942 69.0% $0.35153 Kinder Morgan, Inc. Colorado Interstate Gas Company 4,099,000 3,659,285 89.3% 0.29620 Kinder Morgan, Inc. Kern River Gas Transmission Company 2,445,000 2,093,086 85.6% 0.47340 Berkshire Hathaway Inc. Northwest Pipeline Company 3,900,000 1,698,693 43.6% 0.39033 Williams Partners L.P. Questar Pipeline Company 2,530,000 1,220,525 48.2% 0.17385 Dominion Midstream Partners, LP Ruby Pipeline 1,500,000 771,930 51.5% 1.13696 Kinder Morgan, Inc. / Veresen Inc. GE Energy Financial Services / Southern Star Central Gas Pipeline Inc. 1,270,000 1,257,592 99.0% 0.20540 Caisse de dépôt et placement du Québec Tallgrass Interstate Gas Transmission, LLC 1,900,000 693,443 36.5% 0.58000 Tallgrass Energy Partners, LP Trailblazer Pipeline Company, LLC 902,000 1,011,782 112.2% 0.13632 Tallgrass Energy Partners, LP TransColorado Gas Transmission 692,000 224,317 32.4% 0.30639 Kinder Morgan, Inc. Wyoming Interstate Company, L.L.C. 2,736,000 2,603,268 95.1% 0.07928 Kinder Morgan, Inc. Source: FERC filings, SNL and company presentations 45
Preliminary Draft –Subject to Change Overview of Rockies Express West-to-East Volume Considerations ï® TGE management has indicated that Chicago, IL will Summary NGPL Tariff Information remain a key market for these shippers which can be Receipt and Delivery accessed by REX via NGPL Receipt: Midcontinent Delivery: Market ï® Over the previous five years, the REX West to Chicago, Firm Transportation – Base Rates (Peak) IL differential has averaged $0.13 per Dth, a $0.25 Maximum Minimum discount to the forward curve average of $0.38 per Dth Reservation ($ per Dthd) $0.2821 $—over the next seven years Commodity ($ per Dth) 0.0146 0.0146 Firm Transportation – Base Rates (Off-Peak) ï® Based on the REX recontracted rate from Zone 1 to Zone Maximum Minimum 2 and the current NGPL market rate, transportation costs Reservation ($ per Dthd) $0.2377 $—on REX via NGPL total approximately $0.32 per Dth Commodity ($ per Dth) 0.0034 0.0034 REX West1 to Chicago, IL – Historical and Projected Differentials $0.80 $0.60 $0.40 $0.38 $0.20 $0.13 $— ($0.20) 10/11/14 10/10/16 10/11/18 10/10/20 10/11/22 10/10/24 10/11/26 REX West to Chicago, IL Differential Average (Historical 5 Years) Average (Projected 7 Years) Source: FERC filings, Company presentations, SNL 1. Historical based on Opal, WY prices 46


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Preliminary Draft –Subject to Change Overview of Rockies Express West-to-East Volume Considerations (cont’d) ï® Over the previous five years, the Cheyenne, WY to Chicago, IL differential has averaged $0.30 per Dth; however, the forward curve suggests an increase to an average of $0.54 per Dth over the next seven years Cheyenne, WY to Chicago, IL – Historical and Projected Differentials $1.00 $0.80 $0.60 $0.54 $0.40 $0.30 $0.20 $— ($0.20) 10/11/14 10/10/16 10/11/18 10/10/20 10/11/22 10/10/24 10/11/26 Cheyenne, WY to Chicago, IL Differential Average (Historical 5 Years) Average (Projected 7 Years) Source: FERC filings, Company presentations 47
Preliminary Draft – Subject to Change Overview of Rockies Express Overview – REX Competitive Landscape – Appalachia REX Competitor Asset Map – Zone 3 Legend Atlantic Coast Mariner East 2X Mountain Valley REX ANR Pipeline Columbia Gas Transmission Dominion Energy Transfer Natural Gas Pipeline of America PEPL Southern Star TETCO Tennessee Gas Pipeline Texas Gas Transco 48


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Preliminary Draft – Subject to Change Overview of Rockies Express Appalachia Basin Production and Pipeline Takeaway Capacity Pipeline takeaway capacity from the Marcellus / Utica has historically been constrained, resulting in large gas price differentials that have negatively impacted drilling economics, particularly in the summer months However, given the slowdown in drilling activity as a result of the decline in wet gas drilling economics and the large number of completed and in-process pipeline expansion and newbuild projects, pipeline capacity has overtaken supply and Wall Street research projects planned pipelines will create excess takeaway capacity from the Marcellus / Utica Forecast Production and Pipeline Capacity Pipeline Projects in Development Source: Wall Street research 49
Preliminary Draft – Subject to Change Overview of Rockies Express Rockies and Appalachian Basin Natural Gas Transportation Market Dynamics Natural Gas Price Forecast ($/MMBtu) Natural Gas Hubs Overview of End Markets Average Pricing Over Year Ending December 31 as Percent of Henry Hub Hub 2019E 2020E 2021E 2022E 2023E 2024E 2025E Chicago 98.6% 97.3% 96.1% 96.0% 96.7% 97.3% 97.4% Dawn 100.5% 97.4% 95.6% 95.8% 96.1% 96.4% 96.7% Dominion South 77.0% 81.2% 80.5% 79.4% 77.8% 79.1% 78.6% Gulf Coast1 95.7% 95.6% 96.6% 96.9% 97.1% 97.3% 97.5% Lebanon 77.0% 81.1% 81.5% 79.4% 79.1% 78.5% 78.6% MichCon 91.3% 92.2% 92.1% 92.8% 93.6% 94.6% 95.8% TCO Pool 80.9% 84.9% 85.2% 83.0% 82.6% 81.9% 82.0% TETCO Market Zone 3 126.0% 120.0% 111.9% 106.8% 104.4% 102.4% 102.8% Dawn MichCon Chicago TETCO Dominion Market Zone 3 REX East TCO Pool Lebanon Henry Hub ANR LA TETCO WLA TETCO ELA 1. Gulf Coast pricing consists of an average of TETCO ELA, TETCO WLA, ANR – LA and Trunkline LA 50


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Preliminary Draft – Subject to Change Overview of Rockies Express East-to-West Volume Considerations REX East-to-West capacity is nearly fully contracted including the Zone 3 Capacity Expansion Project The forward curve suggests a Dominion South-to-Panhandle Eastern Pipeline differential of $0.09 per Dth and a Dominion South-to-Chicago, IL, differential of $0.46 per Dth over the next seven years Dominion South to Panhandle Eastern Pipeline – Historical and Projected Differentials Dominion South to Chicago, IL – Historical and Projected Differentials Source: FERC filings 51
Preliminary Draft – Subject to Change Overview of Rockies Express Contract Summary Contract Summary Corporate Credit Rating Shipper Average Remaining Term (Years) Active Contracts Firm Transportation (Dthd) Percent of Total (Dthd) Moody’s S&P Equitable Energy, L.L.C. 14.8 7 900,000 17.6% Baa3 BBB-Encana Marketing (USA) Inc. 13.5 2 706,000 13.8% Ba1 BBB Antero Resources Corp. 20.6 1 600,000 11.7% Ba2 BB Ascent Resources—Utica, LLC 18.8 2 600,000 11.7% B1 B+ ConocoPhillips Co. 9.4 3 445,000 8.7% A3 A Gulfport Energy Corp. 19.2 3 325,000 6.3% Ba3 B+ BP Energy Co. 5.9 3 205,000 4.0% A1 A-Ultra Petroleum Corporation 7.0 1 200,000 3.9% N/A CCC+ Jay-Bee Production Company 15.1 1 150,000 2.9% N/A N/A Occidental Energy Mrkg Inc 6.1 2 140,000 2.7% Baa3 BBB ARM Energy 3.0 3 125,000 2.4% N/A N/A Triad Hunter LLC 12.0 3 100,000 2.0% B2 B-EOG Resources Inc. 10.4 3 93,000 1.8% A3 A-Louis Dreyfus Energy Services 0.6 2 70,000 1.4% N/A N/A Indiana Gas Co. 15.0 1 60,000 1.2% Baa2 BBB+ Marathon Oil Co. 7.0 2 52,000 1.0% Baa3 BBB Other 5.3 14 349,300 6.8% Rockies Express Pipeline Total 13.4 53 5,120,300 100.0% 2 4 1 5 3 Selected Credit Analysis Companies Source: FactSet and SNL Note: As of October 11, 2019 Weighted by Firm Transportation (Dthd) Subsidiary of EQT Corporation. Reflects parent credit rating Contract with Ultra Petroleum Corporation begins December 1, 2019 Subsidiary of Montage Resources Corporation. Reflects parent credit rating Subsidiary of Centerpoint Energy, Inc. Reflects parent credit rating 52


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Preliminary Draft – Subject to Change Overview of Rockies Express Ascent Shipper Overview Moody’s S&P ? Ascent Resources – Utica, LLC (“Ascent” or “ARU”) operates approximately 350,000 net leasehold acres in the Utica Shale in Eastern Ohio Corporate Outlook B1 Positive B+ Negative ? Ascent had approximately 7,600 Bcfe of proved reserves as of December 31, 2018 S&P Commentary: September 4, 2019 Rockies Express Pipeline Firm Transportation Agreements Average Remaining Term1 18.8 years Active Contracts Two Total Daily Transportation 600,000 Dth ? “The negative outlook on ARU reflects weak industry fundamentals and poor investor sentiment at a time when ARU has more than $1 billion of debt outstanding on its reserve-based lending facility due December 2021 and $975 million of debt maturing in 2022.” ? “We could lower the ratings if the company were not able to extend its debt maturities or if FFO to debt approached 20% for a sustained period…” Ascent Debt Prices Ascent Acreage Map
Subject to Change Overview of Rockies Express Gulfport Shipper Overview Moody’s S&P ï® Gulfport Energy Corporation (“Gulfport”) operates Corporate Ba3 B+ approximately 241,000 gross acres in the Utica Shale in Eastern Ohio with production of 1.05 Bcfed through 1H Outlook Stable Stable 2019 ï® Actively looking to divest non-core assets and currently running sell-side process for SCOOP water infrastructure S&P Commentary: August 20, 2019 assets ï® “We are downgrading Gulfport to ‘B+’ from ‘BB-’…reflects Rockies Express Pipeline Firm Transportation Agreements weaker-than-anticipated financial measures due to the decline in Henry Hub natural gas price realizations…” Average Remaining 19.2 years ï® “We could lower the rating if we expect FFO to debt to Term1 average below 20% with no clear path to improvement.” Active Contracts Three ï® “We could raise the rating if the company increases its proved developed reserves and production to levels more Total Daily comparable with higher-rated peers…” 325,000 Dth Transportation Gulfport Debt Prices Gulfport Acreage Map 100.00 95.00 90.00 85.00 80.00 75.00 71.31 70.00 66.56 65.00 65.00 64.50 60.00 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 $350 MM 6.625% Senior Unsecured $630 MM 6.000% Senior Unsecured Legend Notes due 2023 Notes due 2024 $577 MM 6.375% Senior Unsecured $398 MM 6.375% Senior Unsecured Rockies Express Notes due 2025 Notes due 2026 Gulfport Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of October 11, 2019 1. Weighted by firm transportation volume (Dthd) 54


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Preliminary Draft – Subject to Change Overview of Rockies Express Ultra Shipper Overview Moody’s S&P ï® Ultra Petroleum Corporation (“Ultra”) operates Corporate N/A CCC+ approximately 69,000 net acres in and around the Pinedale and Jonah fields in Southwest Wyoming Outlook N/A Negative S&P Commentary: March 21, 2019 Rockies Express Pipeline Firm Transportation Agreements Average Remaining Seven-year term beginning ï® “We raised our issuer credit rating on Ultra Petroleum to Term1 December 1, 2019 ‘CCC+’ from ‘SD’ (selective default).”ï,„ “Ultra has completed several debt exchanges below Active Contracts One par whereby it exchanged portions of its unsecured notes due 2022 and 2025 for new second-lien notes due 2024.” Total Daily 200,000 Dth ï® “The negative rating outlook reflects our view that Ultra Transportation remains in a vulnerable state and will be dependent on favorable business and financial conditions to meet its Ultra Debt Prices financial commitments.” 100.00 Ultra Acreage Map 80.00 60.00 40.00 20.00 13.00 7.00 — 7.00 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 $150 MM 6.875% Senior Unsecured $578 MM 9.000% Cash / 2.000% PIK Senior Notes due 2022 Secured 2L Notes due 2024 Legend $225 MM 7.125% Senior Unsecured Rockies Express Notes due 2025 Ultra Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of October 11, 2019 55
Preliminary Draft – Subject to Change Overview of Rockies Express Montage / Triad Shipper Overview Moody’s S&P ï® Triad Hunter LLC (“Triad”) is a subsidiary of Montage Corporate B2 B-Resources Corporation (“Montage”), which owns approximately 218,000 net undeveloped acres in the Utica Outlook Stable NA Shale and Marcellus Shale ï® Montage had approximately 2,700 Bcfe of proved reserves S&P Commentary: April 4, 2019 as of December 31, 2018 and 2Q 2019 production of 535.5 MMcfed (80.3% natural gas) ï® “Our assessment of Montage’s business risk profile primarily reflects the relatively small size and scale of its Rockies Express Pipeline Firm Transportation Agreements proved reserves and its high exposure to natural gas, Average Remaining which we view less favorably than oil due to its lower price 12.0 years Term1 on an energy equivalent basis.” ï® “We could lower the rating if we expected liquidity to Active Contracts Three deteriorate or believed that FFO to debt would fall and Total Daily remain below 20%...” 100,000 Dth Transportation Montage Debt Prices Montage Acreage Map 120.00 110.00 100.00 90.00 80.00 75.50 70.00 60.00 Legend Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 $510 MM 8.875% Senior Unsecured Rockies Express Notes due 2023 Montage Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of October 11, 2019 1. Weighted by firm transportation volume (Dthd) 56


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Preliminary Draft – Subject to Change Overview of Rockies Express EdgeMarc – Bankruptcy Case Study Overview of the Situation EdgeMarc Operating Area Map ï® EdgeMarc Energy Holdings, LLC (“EdgeMarc”) is a private E&P with assets in the Marcellus Shale of Southwest Appalachia ï,„ EdgeMarc was also a contracted shipper on Energy Transfer LP’s (“Energy Transfer”) Revolution Pipeline (“Revolution”), among others ï,„ In 2017, EdgeMarc signed a firm transportation agreement with Rockies Express for 50.0 MDthd that was set to expire in December 2031 ï® On September 10, 2018, an explosion occurred on Revolution near Beaver County, PA ï,„ The explosion forced Energy Transfer to shut-in natural gas producing wells contracted on Revolution, including EdgeMarc’s ï,„ Shut-in production from EdgeMarc’s Butler County acreage, combined with firm transport commitments to long-haul pipelines including Rockies Express, constrained EdgeMarc’s ability to generate cash flow Legend ï® EdgeMarc filed for Chapter 11 bankruptcy on May 15, Gas Plant 2019 and submitted first day motions to reject its Blue Racer transportation obligations on numerous pipelines Energy Transfer ï® EdgeMarc is liquidating its assets through a court- Eureka Pipeline ATEX Pipeline supervised §363 sale process Burgettstown Lateral ï® On June 14, 2019, the bankruptcy court approved Dominion EdgeMarc’s request to terminate four firm transportation Mariner East Mariner West agreements, including the agreement with Rockies Rockies Express Express Rover Pipeline ï® On August 28, 2019, the bankruptcy court approved EdgeMarc Acreage EdgeMarc’s sale of natural gas assets in Washington County and Monroe County in Ohio for $50 million Source: Debtwire and company website 57
C. TGE Identified Growth Projects


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Preliminary Draft – Subject to Change TGE Identified Growth Projects Growth Projects – TGE’s Seahorse Pipeline and Plaquemines Liquids Terminal Asset Overview Seahorse and PLT Map ï® On August 1, 2018, TGE announced the joint Legend development with Drexel Hamilton Infrastructure Partners, LP of the Plaquemines Liquids Terminal Cushing, OK Seahorse PLT (“PLT”), an import- / export-capable liquids terminal located near the mouth of the Mississippi River Plaquemines ï,„ PLT is expected to be fully operational by Q2 2020E and is permitted for up to 20.0 MMBbls of Liquids storage capacity Terminal, ï,„ PLT will have the ability to fully load and unload LLC Suezmax vessels, giving customers access to international markets • TGE anticipates a separate offshore extension that would give PLT the added capability to load Very Large Crude Carriers by Q3 2021E ï® On August 1, 2018, TGE announced plans to develop the Seahorse Pipeline (“Seahorse”), a 700-mile, 30 -inch, batch-capable crude oil pipeline from Cushing, OK to St. James, LA, with an anticipated in-service date of Q3 2021E ï,„ Seahorse will have 800 MBpd of crude oil transport capacity (initial capacity of 400 MBpd) ï,„ PXP will directly connect into Seahorse, providing Seahorse Powder River Basin producers with extensive Pipeline, LLC downstream market access ï® On August 15, 2018, TGE announced a binding open season, soliciting shipper commitments for crude oil transportation on Seahorse ï® On November 26, 2018, TGE signed an agreement with an unaffiliated third-party that has the potential to be an anchor shipper and equity partner in Seahorse St. James, LA ï® TGE announced the 9th open season extension on July 31, 2019 Source: Public filings 58
Preliminary Draft –Subject to Change D. TGE Financial Projections


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Preliminary Draft – Subject to Change TGE Financial Projections TGE Financial Projections – Assumptions ï® The TGE Financial Projections and assumptions as provided by TGE management and utilized herein by Evercore, incorporate the following: ï,„ Segment-level EBITDA for each of REX, Non-REX Natural Gas Transportation, crude oil transportation, Terminals, TMID, BNN and Stanchion ï,„ Dividends per share increasing from $2.25 in 2020E to $2.33 in 2023E as dividend coverage increases from 1.02x to 1.25x over the same period ï,„ Between $758.0 million and $860.0 million of growth capital expenditures in each of 2020E through 2023E • Includes $750.0 million of growth capital expenditures annually through the forecast period for a combination of projects and acquisitions currently planned and not currently identified based on historical growth and acquisition capital expenditures • Assumes projects and acquisitions are completed at a weighted average EBITDA multiple of 7.5x with 6.3% of EBITDA realized in the year capital expenditures occur, 81.3% of EBITDA realized in the following year and 100.0% of EBITDA realized thereafter ï,„ Growth capital expenditures are funded by a combination of dividend coverage, TGE follow-on equity issuances, borrowings on TGE’s revolver and long-term notes issuances • Assumes TGE issues 18.7 million, 8.7 million, 6.3 million and 10.5 million Class A Shares in 2020E, 2021E, 2022E and 2023E, respectively, at an implied dividend per share yield of 7.5% for net proceeds of between $175.0 million and $500.0 million annually • TGE issues $500.0 million in unsecured debt annually from 2020E through 2022E at an interest rate of 5.25% Source: TGE management
Preliminary Draft – Subject to Change TGE Financial Projections TGE Financial Projections ($ in millions, except per share amounts) For the Years Ending December 31, 2020E-2023E 2020E 2021E 2022E 2023E CAGR Natural Gas Transportation REX EBITDA to TGE $450.9 $452.1 $449.0 $447.6 (0.2%) Less: REX Interest Expense and Maintenance Capital Expenditures (94.7) (95.0) (95.3) (95.5) 0.3% REX Distributable Cash Flow to TGE $356.2 $357.2 $353.7 $352.1 (0.4%) Non-REX Natural Gas Transportation 84.1 87.9 89.8 89.7 2.2% Total Natural Gas Transportation $440.3 $445.1 $443.5 $441.8 0.1% Crude Oil Transportation Total Crude Oil Transportation $223.9 $232.1 $239.9 $242.4 2.7% Gathering, Processing & Terminalling Terminals $36.6 $37.0 $37.6 $38.1 1.4% TMID 41.5 47.1 49.8 51.1 7.2% BNN 104.7 127.2 136.3 136.7 9.3% Stanchion 10.0 10.0 10.0 10.0 —% Total Gathering, Processing & Terminalling $192.8 $221.3 $233.7 $235.9 6.9% Total Asset EBITDA $857.1 $898.4 $917.1 $920.1 2.4% Plus: Growth Wedge EBITDA 17.1 100.8 200.8 300.8 NM Less: Corporate G&A (7.7) (7.8) (8.0) (8.1) 2.0% Total EBITDA $866.5 $991.5 $1,109.9 $1,212.8 11.9% Less: Maintenance Capital Expenditures (37.5) (39.6) (42.1) (44.2) Less: Interest Expense (160.0) (186.0) (211.0) (235.0) Cash Available for Dividends $669.0 $765.9 $856.9 $933.6 11.7% Dividends Paid $655.5 $685.0 $704.0 $748.0 Average Shares Outstanding 290.8 304.5 312.0 320.4 CAFD / Share $2.30 $2.52 $2.75 $2.91 8.2% Dividends / Share 2.25 2.25 2.26 2.33 1.2% Total Dividend Coverage 1.02x 1.12x 1.22x 1.25x CAFD Surplus / (Shortfall) $13.5 $80.9 $152.9 $185.6 Total EBITDA $866.5 $991.5 $1,109.9 $1,212.8 Plus: REX EBITDA to TGE 450.9 452.1 449.0 447.6 Less: REX Distributable Cash Flow to TGE (356.2) (357.2) (353.7) (352.1) Adjusted EBITDA $961.3 $1,086.4 $1,205.2 $1,308.3 10.8% Source: TGE management 60


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Preliminary Draft – Subject to Change TGE Financial Projections TGE Financial Projections (cont’d) ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Sources CAFD Surplus / (Shortfall) $13.5 $80.9 $152.9 $185.6 Equity Issuance 500.0 225.0 175.0 300.0 Senior Note Issuance 500.0 500.0 500.0 —Revolving Credit Facility Draw / (Repayment) (153.5) 35.1 (69.9) 272.4 Cash from / (to) Balance Sheet Total Sources $860.0 $841.0 $758.0 $758.0 Uses REX Expansion Capital $30.3 $— $— $—Powder River Gateway Capital Expenditures — 5.3 TMID Capital Expenditures 27.3 26.3 BNN Capital Expenditures 52.3 59.3 8.0 8.0 Other Growth Capital Expenditures / Acquisitions 750.0 750.0 750.0 750.0 Total Uses $860.0 $841.0 $758.0 $758.0 Capital Structure Cash $9.4 $9.4 $9.4 $9.4 Revolver 1,268.4 1,303.5 1,233.6 1,506.0 4.750% Senior Notes Due 2023 500.0 500.0 500.0 500.0 5.500% Senior Notes Due 2024 750.0 750.0 750.0 750.0 5.500% Senior Notes Due 2028 750.0 750.0 750.0 750.0 New 5.250% Senior Notes 500.0 1,000.0 1,500.0 1,500.0 Net Debt $3,759.0 $4,294.0 $4,724.2 $4,996.6 Net Debt / LTM EBITDA 4.3x 4.3x 4.3x 4.1x
Preliminary Draft –Subject to Change III. Valuation of TGE Shares


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Subject to Change Valuation of TGE Shares Valuation Methodologies ï® Evercore utilized the following analytical approaches and methodologies in its valuation of the TGE shares with an effective date of January 1, 2020 Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concepts of the time value of money ï® Discounted the projected cash flows to the assumed January 1, 2020 effective date ï® Utilizing the TGE Financial Projections, as ï® Shareholder effective tax rate of 37.0% previously reviewed herein, Evercore: ï® Tax depreciation based on immediate expensing of capital expenditures and a full stepï,„ Utilized varying weighted average cost of up in tax basis capital (“WACC”) discount rates and DCF Analysis ï® WACC based on the Capital Asset Pricing Model (“CAPM”) for MLPs and C-Corps with applied various perpetuity growth rates to assets comparable to those owned by TGE derive after-tax valuation ranges for a TGE share ï® For the terminal value, tax depreciation assumed to be equal to maintenance capital expenditures ï,„ Calculated terminal values based on a range of multiples of EBITDA derived from ï® EBITDA exit multiple of 8.5x to 10.5x (incorporating a discount for supply-driven versus precedent transactions as well as demand driven volumes) and a perpetuity growth rate of 0.75% to 1.75% assumed perpetuity growth rates ï® Projected dividends based on the TGE Financial Projections and discounted projected cash flows to the assumed January 1, 2020 effective date Discounted ï® Values TGE shares based on the present value of ï® Terminal yield range of 8.0% to 10.0% based on the dividend yield at which TGE has Dividend the future cash dividends to TGE shareholders traded since the first ex-dividend date following closing of the MLP Buy-In Analysis ï® Cost of equity of 8.0% to 9.0% based on the CAPM and 12.0% to 14.0% based on total expected market return for comparable midstream MLPs / C-Corps Peer Group ï® Valuation based on multiples of enterprise value ï® Based on multiples of enterprise value to EBITDA for MLPs and C-Corps with assets Trading / relevant EBITDA for publicly traded entities similar to those owned by TGE Analysis with assets similar to those owned by TGE ï® Values the TGE shares based on the sum of the Sum-of-the- valuation of each business unit based on each ï® Metrics and assumptions as set forth on the following pages Parts Analysis of DCF Analysis, Peer Group Trading Analysis and Precedent M&A Transactions Analysis Premiums ï® Values TGE shares based on historical Paid in premiums paid in selected relevant cash ï® Median 1-Day, 30-Day and 60-Day premiums paid applied to relevant equity prices Only Midstream midstream mergers Reference Mergers
Preliminary Draft – Subject to Change Valuation of TGE Shares Summary Valuation Analysis ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $55.00 $53.68 $50.00 $45.00 $40.85 $40.00 $38.43 $35.00 $29.27 $30.00 $28.05 $25.84 $27.34 $25.78 $25.61 $28.07 $25.00 $23.31 $22.95 $23.01 $23.14 $22.61 $22.56 $18.64 $22.68 $24.22 $22.12 $20.00 $18.24 $18.62 $20.88 $18.13 $15.00 $16.42 $16.99 $17.17 $16.34 $15.30 $15.13 $16.26 $13.16 $11.94 $10.00 $11.23 Proposed Consideration: $5.00 $19.50 per Class A Share $— WACC of 5.5%—6.5% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX and Crude Oil Transportation 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.0%—7.0% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.75%—1.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% Transportation and Terminals Detail Premium 14.2% WACC of 6.5%—7.5% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 6.5%—7.5% Implied TGE Share Value Including Growth Wedge EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 9.0%—10.0% Implied TGE Share Value Excluding Growth Wedge EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 5.5%—6.5% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 63


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Preliminary Draft –Subject to Change Valuation of TGE Shares ($ in millions, except per share amounts) Corporate-Level – Discounted Cash Flow Analysis Including Growth Wedge For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 $961.3 $1,086.4 $1,205.2 $1,308.3 $1,407.5 2 $1,407.5 2 Adjusted EBITDA Less: Tax Depreciation and Amortization (14,488.1) (880.5) (800.1) (802.2) (56.9) EBIT ($13,526.9) $205.9 $405.1 $506.1 $1,350.6 Less: Taxes 3 — (15.2) (30.0) (37.5) (499.7) EBIAT ($13,526.9) $190.7 $375.1 $468.7 $850.9 Plus: Tax Depreciation and Amortization 14,488.1 880.5 800.1 802.2 56.9 4 Less: Growth Capital Expenditures 1 (860.0) (841.0) (758.0) (758.0) —Less: Maintenance Capital Expenditures (37.5) (39.6) (42.1) (44.2) (44.2) Less: REX Maintenance Capital Expenditures to TGE 1 (11.9) (12.2) (12.4) (12.7) (12.7) Unlevered Free Cash Flow $51.8 $178.5 $362.7 $456.0 $850.9 EBITDA Multiple / Perpetuity Growth Rate 9.5x 1.25% Implied Terminal Value $13,371.3 $18,137.6 PV of Terminal Value @ 6.0% Discount Rate $10,591.4 $14,791.4 Plus: PV of Unlevered Free Cash Flow @ 6.0% Discount Rate 899.3 Implied Enterprise Value $11,490.7 – $15,690.7 Less: Debt Outstanding as of January 1, 2020 1 (4,959.4) Plus: Cash as of January 1, 2020 9.4 Implied Equity Value $6,540.7 – $10,740.7 Implied TGE Share Value $23.25 – $38.18 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 7.5x 8.5x 9.5x 10.5x 11.5x 0.25% 0.75% 1.25% 1.75% 2.25% 5.0% $16.55 $20.67 $24.78 $28.90 $33.02 5.0% $39.49 $46.13 $54.52 $65.51 $80.49 5.5% 15.93 19.97 24.01 28.05 32.08 5.5% 33.53 38.83 45.38 53.68 64.54 WACC 6.0% 15.32 19.29 23.25 27.21 31.17 WACC 6.0% 28.61 32.94 38.18 44.65 52.86 6.5% 14.73 18.62 22.51 26.40 30.29 6.5% 24.48 28.07 32.35 37.54 43.93 7.0% 14.15 17.97 21.78 25.60 29.42 7.0% 20.97 24.00 27.55 31.78 36.90 Source: TGE management 1. EBITDA, Growth Capital Expenditures, Maintenance Capital Expenditures and Debt reflect 75% ownership interest in REX 2. Includes run-rate Growth Wedge EBITDA of $400.0 million 3. 37.0% effective tax rate 4. Includes REX Maintenance Capital Expenditures to TGE 64
Subject to Change Valuation of TGE Shares ($ in millions, except per share amounts) Corporate-Level – Discounted Cash Flow Analysis Excluding Growth Wedge For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth Adjusted EBITDA 1 $944.2 $985.6 $1,004.4 $1,007.5 $1,007.5 $1,007.5 Less: Tax Depreciation and Amortization (12,084.4) (130.5) (50.1) (52.2) (56.9) EBIT ($11,140.2) $855.1 $954.3 $955.3 $950.6 Less: Taxes 2 — (63.3) (70.6) (70.7) (351.7) EBIAT ($11,140.2) $791.8 $883.7 $884.6 $598.9 Plus: Tax Depreciation and Amortization 12,084.4 130.5 50.1 52.2 56.9 3 Less: Growth Capital Expenditures 1 (110.0) (91.0) (8.0) (8.0) —Less: Maintenance Capital Expenditures (37.5) (39.6) (42.1) (44.2) (44.2) Less: REX Maintenance Capital Expenditures to TGE 1 (11.9) (12.2) (12.4) (12.7) (12.7) Unlevered Free Cash Flow $784.8 $779.6 $871.2 $871.9 $598.9 EBITDA Multiple / Perpetuity Growth Rate 9.5x 1.25% Implied Terminal Value $9,571.3 $12,766.0 PV of Terminal Value @ 6.0% Discount Rate $7,581.4 $10,410.8 Plus: PV of Unlevered Free Cash Flow @ 6.0% Discount Rate 2,940.8 Implied Enterprise Value $10,522.2 – $13,351.6 Less: Debt Outstanding as of January 1, 2020 1 (4,959.4) Plus: Cash as of January 1, 2020 9.4 Implied Equity Value $5,572.2 – $8,401.6 Implied TGE Share Value $19.81 – $29.86 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 7.5x 8.5x 9.5x 10.5x 11.5x 0.25% 0.75% 1.25% 1.75% 2.25% 5.0% $15.15 $18.10 $21.05 $23.99 $26.94 5.0% $30.93 $35.60 $41.51 $49.24 $59.78 5.5% 14.64 17.53 20.42 23.31 26.20 5.5% 26.66 30.39 35.01 40.85 48.49 WACC 6.0% 14.13 16.97 19.81 22.64 25.48 WACC 6.0% 23.13 26.17 29.86 34.42 40.19 6.5% 13.64 16.42 19.21 21.99 24.77 6.5% 20.15 22.68 25.70 29.34 33.85 7.0% 13.16 15.89 18.62 21.35 24.09 7.0% 17.62 19.75 22.25 25.22 28.83 Source: TGE management 1. EBITDA, Growth Capital Expenditures, Maintenance Capital Expenditures and Debt reflect 75% ownership interest in REX 2. 37.0% effective tax rate 3. Includes REX Maintenance Capital Expenditures to TGE 65


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Subject to Change Valuation of TGE Shares Corporate-Level – Discounted Dividend Analysis For the Years Ending December 31, Terminal Value 2020E 2021E 2022E 2023E Low High TGE Dividend per Share $2.25 $2.25 $2.26 $2.33 $2.33 – $2.33 Terminal Yield 1 10.0% 8.0% Terminal Value $23.35 $29.18 Equity Cost of Capital Based on CAPM 2 Present Value @ 7.5% of Equity Value $25.37 – $29.74 Present Value @ 8.0% of Equity Value 24.98 – 29.27 Present Value @ 8.5% of Equity Value 24.60 – 28.81 Present Value @ 9.0% of Equity Value 24.22 – 28.36 Present Value @ 9.5% of Equity Value 23.85 – 27.91 Implied TGE Share Value – Based on CAPM $24.22 – $29.27 Equity Cost of Capital Based on Total Expected Market Return 2 Present Value @ 11.0% of Equity Value $22.80 – $26.65 Present Value @ 12.0% of Equity Value 22.13 – 25.84 Present Value @ 13.0% of Equity Value 21.50 – 25.08 Present Value @ 14.0% of Equity Value 20.88 – 24.34 Present Value @ 15.0% of Equity Value 20.30 – 23.63 Implied TGE Share Value – Based on Total Expected Market Return $20.88 – $25.84 1. Terminal Yield based on TGE’s median yield of 8.9% since its first ex-dividend date following closing of the MLP Buy-In (high/low yield range of 15.1% to 7.6%) 2. For detail on Equity Cost of Capital calculations, see Appendix 66
Preliminary Draft – Subject to Change Valuation of TGE Shares Corporate-Level – Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/11/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Corporate-Level Peer Trading Group Crestwood Equity Partners LP $34.84 $2,594.1 $5,807.1 9.5x 9.0x 6.9% 7.2% 7.5% 4.2x Enable Midstream Partners, LP 10.90 4,742.6 9,545.6 8.5 8.3 12.1% 12.1% 12.6% 4.0 Enbridge Inc. 35.93 72,870.4 131,128.3 12.6 11.8 6.2% 6.9% 7.3% 5.0 Energy Transfer LP 12.57 33,701.8 96,056.5 8.7 8.4 9.7% 9.7% 10.1% 4.5 EnLink Midstream, LLC 7.53 3,705.4 9,898.9 8.7 8.4 15.0% 15.3% 15.5% 4.3 Kinder Morgan, Inc. 20.23 45,796.8 82,259.9 10.6 10.4 4.9% 6.2% 6.6% 4.7 Plains All American Pipeline, L.P. 19.18 14,082.4 26,103.4 9.4 8.9 7.5% 7.9% 8.3% 3.4 TC PipeLines, LP 38.69 2,815.1 4,865.1 10.4 10.6 6.7% 6.7% 6.7% 4.3 Targa Resources Corp. 39.46 9,185.5 19,565.8 11.8 10.2 9.2% 9.2% 9.5% 5.3 The Williams Companies, Inc. 23.09 28,089.5 52,844.5 10.1 9.6 6.6% 7.2% 7.9% 4.5 Mean 10.0x 9.6x 8.5% 8.8% 9.2% 4.4x Median 9.8 9.3 7.2% 7.6% 8.1% 4.4 Peer Group Trading Analysis 2020E Adjusted EBITDA 1 $961.3 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $8,651.3 – $10,573.8 2021E Adjusted EBITDA 1 $1,086.4 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $9,234.8 – $11,407.7 Implied Enterprise Value $8,651.3 – $11,407.7 Less: Debt Outstanding as of January 1, 2020 1 (4,959.4) Plus: Cash as of January 1, 2020 9.4 Implied Equity Value $3,701.3 – $6,457.7 Implied TGE Share Value $13.16 – $22.95 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA and Debt reflect 75% ownership interest in REX 67


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Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Discounted Cash Flow Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concept of ï® Discounted the projected cash flows to an assumed January 1, 2020 effective date the time value of money ï® Tax depreciation forecast based on a full tax-basis step-up and assuming immediate ï® Utilizing the TGE Financial Projections, expensing of capital expenditures Discounted Evercore: ï® EBITDA exit multiples and perpetuity growth rates for each business unit as set forth below Cash Flow â–º Utilized varying WACC discount rates and For the terminal value, tax depreciation assumed to be equal to maintenance capital Analysis ï® terminal values to derive after-tax valuation expenditures (Sum-of-Parts) ranges ï® Midpoint WACC for each asset as set forth below utilizes CAPM for C-Corps and MLPs â–º Calculated terminal values based on a with assets similar to those of the respective business unit range of multiples of EBITDA and assumed perpetuity growth rates ï® Shareholder effective tax rate of 37.0% Assumptions Resulting Enterprise Value Range EBITDA Exit Perpetuity Growth EBITDA Exit Multiple Perpetuity Growth Rate WACC Range Multiple Range Rate Range Low High Low High REX (Attributable to TGE) 6.0% – 7.0% 9.0x – 11.0x 0.25% – 0.75% $4,495.4 – $5,347.9 $4,633.5 – $5,736.0 Non-REX Natural Gas Transportation 6.5% – 7.5% 9.0 – 11.0 1.00% – 2.00% 853.0 – 1,020.0 835.5 – 1,138.0 Crude Oil Transportation and Stanchion 6.0% – 7.0% 9.0 – 11.0 0.25% – 0.75% 2,523.4 – 3,004.1 2,622.1 – 3,250.8 Terminals 5.5% – 6.5% 9.0 – 11.0 1.00% – 2.00% 387.8 – 461.8 464.9 – 687.3 TMID 6.5% – 7.5% 8.0 – 10.0 0.25% – 0.75% 376.2 – 469.1 338.6 – 423.5 BNN 9.0% – 10.0% 7.5 – 9.5 0.25% – 0.75% 977.7 – 1,203.1 902.7 – 1,050.0 Growth Wedge 1 5.5% – 6.5% 8.5 – 10.5 0.75% – 1.75% 504.7 – 1,216.9 1,443.8 – 3,559.7 Total Enterprise Value (Pre-Corporate G&A) $10,118.2 – $12,722.9 $11,241.3 – $15,845.2 Less: Value of Corporate G&A 2 8.8x – 10.8x 8.8x – 10.8x (67.3) – (82.4) (67.2) – (82.3) Total Enterprise Value $10,050.9 – $12,640.5 $11,174.1 – $15,762.9 Less: Debt as of January 1, 2020 3 (4,959.4) (4,959.4) (4,959.4) (4,959.4) Plus: Cash as of January 1, 2020 9.4 9.4 9.4 9.4 Implied Equity Value $5,100.9 – $7,690.5 $6,224.1 – $10,812.9 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value Including Growth Wedge $18.13 – $27.34 $22.12 – $38.43 Implied TGE Share Value Excluding Growth Wedge 16.34 – 23.01 16.99 – 25.78 1. Growth Wedge discounted at WACC range for Corporate-Level Analysis utilizing EBITDA exit multiples and perpetuity growth rate ranges consistent with those in the Corporate-Level Analysis 2. EBITDA multiples weighted by the respective Enterprise Values 3. Includes 75% of REX debt 68
Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – REX ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $601.3 $602.9 $598.6 $596.8 $596.8 $596.8 Less: Tax Depreciation and Amortization (6,743.6) (16.2) (16.6) (16.9) (16.9) EBIT ($6,142.3) $586.6 $582.1 $579.9 $579.9 Less: Taxes 1 — (43.4) (43.1) (42.9) (214.6) EBIAT ($6,142.3) $543.2 $539.0 $537.0 $365.3 Plus: Tax Depreciation and Amortization 6,743.6 16.2 16.6 16.9 16.9 Less: Growth Capital Expenditures (40.4) -———-Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) (16.9) Unlevered Free Cash Flow $544.9 $543.2 $539.0 $537.0 $365.3 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $5,967.7 $6,119.1 PV of Terminal Value @ 6.5% Discount Rate $4,638.9 $4,908.7 Plus: PV of Unlevered Free Cash Flow @ 6.5% Discount Rate 1,913.4 Implied Asset Value $6,552.3 – $6,822.1 Implied Asset Value – 75.0% Interest Attributed to TGE $4,914.2 – $5,116.6 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 5.5% $4,351.7 $4,713.0 $5,074.3 $5,435.6 $5,796.9 5.5% $5,591.7 $5,799.2 $6,027.4 $6,279.7 $6,560.0 C C 6.0% 4,284.3 4,638.8 4,993.3 5,347.9 5,702.4 C C 6.0% 5,172.1 5,343.7 5,531.0 5,736.0 5,961.6 A A W 6.5% 4,218.4 4,566.3 4,914.2 5,262.1 5,610.1 W 6.5% 4,816.5 4,960.5 5,116.6 5,286.2 5,471.2 7.0% 4,153.9 4,495.4 4,836.9 5,178.3 5,519.8 7.0% 4,511.1 4,633.5 4,765.3 4,907.7 5,061.9 7.5% 4,090.9 4,426.0 4,761.2 5,096.3 5,431.5 7.5% 4,245.9 4,351.1 4,463.7 4,584.7 4,715.0 Source: TGE management 1. 37.0% effective tax rate 69


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Preliminary Draft – Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – Non-REX Natural Gas Transportation ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $84.1 $87.9 $89.8 $89.7 $89.7 $89.7 Less: Tax Depreciation and Amortization (959.1) (12.1) (12.3) (12.5) (12.5) EBIT ($875.0) $75.8 $77.5 $77.3 $77.3 Less: Taxes 1 — (5.6) (5.7) (5.7) (28.6) EBIAT ($875.0) $70.2 $71.8 $71.6 $48.7 Plus: Tax Depreciation and Amortization 959.1 12.1 12.3 12.5 12.5 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (11.9) (12.1) (12.3) (12.5) (12.5) Unlevered Free Cash Flow $72.2 $70.2 $71.8 $71.6 $48.7 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.50% Implied Terminal Value $897.5 $898.6 PV of Terminal Value @ 7.0% Discount Rate $684.7 $709.1 Plus: PV of Unlevered Free Cash Flow @ 7.0% Discount Rate 250.4 Implied Asset Value $935.0 – $959.5 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.50% 1.00% 1.50% 2.00% 2.50% 6.0% $823.6 $894.7 $965.8 $1,036.9 $1,108.0 6.0% $980.5 $1,057.0 $1,150.6 $1,267.5 $1,417.8 C C 6.5% 810.7 880.5 950.3 1,020.0 1,089.8 C C 6.5% 906.9 969.9 1,045.5 1,138.0 1,253.5 A A W 7.0% 798.1 866.6 935.0 1,003.5 1,072.0 W 7.0% 844.5 897.2 959.5 1,034.2 1,125.6 7.5% 785.8 853.0 920.2 987.4 1,054.6 7.5% 790.9 835.5 887.6 949.2 1,023.1 8.0% 773.7 839.7 905.6 971.6 1,037.6 8.0% 744.4 782.6 826.7 878.2 939.1 Source: TGE management 1. 37.0% effective tax rate
Preliminary Draft – Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – Crude Oil Transportation and Stanchion ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth Crude Oil Transportation EBITDA $223.9 $232.1 $239.9 $242.4 $242.4 $242.4 Stanchion EBITDA 10.0 10.0 10.0 10.0 10.0 10.0 Less: Tax Depreciation and Amortization (2,832.6) (9.5) (4.2) (4.3) (4.3) EBIT ($2,598.7) $232.6 $245.7 $248.1 $248.1 Less: Taxes 1 — (17.2) (18.2) (18.4) (91.8) EBIAT ($2,598.7) $215.4 $227.5 $229.7 $156.3 Plus: Tax Depreciation and Amortization 2,832.6 9.5 4.2 4.3 4.3 Less: Growth Capital Expenditures — (5.3) -——-Less: Maintenance Capital Expenditures (4.1) (4.2) (4.2) (4.3) (4.3) Unlevered Free Cash Flow $229.9 $215.4 $227.5 $229.7 $156.3 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $2,524.3 $2,618.1 PV of Terminal Value @ 6.5% Discount Rate $1,962.2 $2,100.2 Plus: PV of Unlevered Free Cash Flow @ 6.5% Discount Rate 797.3 Implied Asset Value $2,759.6 – $2,897.6 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 5.5% $2,442.2 $2,645.9 $2,849.7 $3,053.5 $3,257.2 5.5% $3,168.3 $3,286.7 $3,416.9 $3,560.8 $3,720.7 C C 6.0% 2,404.2 2,604.2 2,804.1 3,004.1 3,204.0 C C 6.0% 2,929.1 3,027.0 3,133.8 3,250.8 3,379.5 A A W 6.5% 2,367.1 2,563.3 2,759.6 2,955.8 3,152.0 W 6.5% 2,726.4 2,808.5 2,897.6 2,994.3 3,099.9 7.0% 2,330.8 2,523.4 2,716.0 2,908.6 3,101.2 7.0% 2,552.3 2,622.1 2,697.3 2,778.6 2,866.5 7.5% 2,295.3 2,484.4 2,673.4 2,862.4 3,051.4 7.5% 2,401.2 2,461.2 2,525.4 2,594.4 2,668.8 Source: TGE management 1. 37.0% effective tax rate 71


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Preliminary Draft – Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – Terminals ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $36.6 $37.0 $37.6 $38.1 $38.1 $38.1 Less: Tax Depreciation and Amortization (488.9) (1.0) (1.1) (1.1) (1.1) EBIT ($452.3) $36.0 $36.5 $37.0 $37.0 Less: Taxes 1 — (2.7) (2.7) (2.7) (13.7) EBIAT ($452.3) $33.3 $33.8 $34.3 $23.3 Plus: Tax Depreciation and Amortization 488.9 1.0 1.1 1.1 1.1 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (1.0) (1.0) (1.1) (1.1) (1.1) Unlevered Free Cash Flow $35.5 $33.3 $33.8 $34.3 $23.3 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.50% Implied Terminal Value $381.1 $526.4 PV of Terminal Value @ 6.0% Discount Rate $301.9 $429.3 Plus: PV of Unlevered Free Cash Flow @ 6.0% Discount Rate 122.3 Implied Asset Value $424.1 – $551.5 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.50% 1.00% 1.50% 2.00% 2.50% 5.0% $375.3 $406.7 $438.1 $469.4 $500.8 5.0% $563.9 $621.3 $695.0 $793.4 $931.1 C C 5.5% 369.5 400.3 431.0 461.8 492.6 C C 5.5% 512.3 557.7 614.4 687.3 784.5 A A W 6.0% 363.8 394.0 424.1 454.3 484.5 W 6.0% 470.0 506.7 551.5 607.6 679.6 6.5% 358.2 387.8 417.4 447.0 476.7 6.5% 434.7 464.9 501.2 545.5 600.9 7.0% 352.7 381.8 410.8 439.9 469.0 7.0% 404.8 430.1 460.0 495.8 539.6 Source: TGE management 1. 37.0% effective tax rate
Preliminary Draft – Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – TMID ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $41.5 $47.1 $49.8 $51.1 $51.1 $51.1 Less: Tax Depreciation and Amortization (436.9) (37.1) (11.2) (11.4) (11.4) EBIT ($395.4) $10.0 $38.6 $39.7 $39.7 Less: Taxes 1 — (0.7) (2.9) (2.9) (14.7) EBIAT ($395.4) $9.2 $35.7 $36.8 $25.0 Plus: Tax Depreciation and Amortization 436.9 37.1 11.2 11.4 11.4 Less: Growth Capital Expenditures (27.3) (26.3) -——-Less: Maintenance Capital Expenditures (10.6) (10.8) (11.2) (11.4) (11.4) Unlevered Free Cash Flow $3.6 $9.2 $35.7 $36.8 $25.0 EBITDA Multiple / Perpetuity Growth Rate 9.0x 0.50% Implied Terminal Value $459.9 $386.7 PV of Terminal Value @ 7.0% Discount Rate $350.9 $305.2 Plus: PV of Unlevered Free Cash Flow @ 7.0% Discount Rate 71.0 Implied Asset Value $421.8 – $376.2 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 7.0x 8.0x 9.0x 10.0x 11.0x —% 0.25% 0.50% 0.75% 1.00% 6.0% $356.1 $396.6 $437.1 $477.6 $518.0 6.0% $412.8 $428.4 $445.5 $464.3 $484.9 C C 6.5% 349.9 389.7 429.4 469.1 508.8 C C 6.5% 380.6 393.7 408.0 423.5 440.4 A A W 7.0% 343.9 382.9 421.8 460.8 499.8 W 7.0% 353.0 364.1 376.2 389.2 403.3 7.5% 337.9 376.2 414.5 452.7 491.0 7.5% 329.0 338.6 348.9 360.0 371.8 8.0% 332.2 369.7 407.3 444.8 482.4 8.0% 308.1 316.4 325.3 334.7 344.9 Source: TGE management 1. 37.0% effective tax rate 73


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Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – BNN ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $104.7 $127.2 $136.3 $136.7 $136.7 $136.7 Less: Tax Depreciation and Amortization (1,083.3) (61.2) (9.9) (9.9) (1.9) EBIT ($978.6) $66.0 $126.3 $126.7 $134.7 Less: Taxes 1 — (4.9) (9.3) (9.4) (49.8) EBIAT ($978.6) $61.1 $117.0 $117.3 $84.9 Plus: Tax Depreciation and Amortization 1,083.3 61.2 9.9 9.9 1.9 Less: Growth Capital Expenditures (52.3) (59.3) (8.0) (8.0) —Less: Maintenance Capital Expenditures (1.6) (1.8) (1.9) (1.9) (1.9) Unlevered Free Cash Flow $50.8 $61.1 $117.0 $117.3 $84.9 EBITDA Multiple / Perpetuity Growth Rate 8.5x 0.50% Implied Terminal Value $1,161.6 $947.7 PV of Terminal Value @ 9.5% Discount Rate $808.0 $689.8 Plus: PV of Unlevered Free Cash Flow @ 9.5% Discount Rate 280.5 Implied Asset Value $1,088.5 – $970.3 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 6.5x 7.5x 8.5x 9.5x 10.5x —% 0.25% 0.50% 0.75% 1.00% 8.5% $927.4 $1,026.0 $1,124.6 $1,223.2 $1,321.8 8.5% $1,036.9 $1,061.6 $1,087.8 $1,115.7 $1,145.5 C C 9.0% 912.7 1,009.5 1,106.3 1,203.1 1,300.0 C C 9.0% 980.9 1,002.6 1,025.6 1,050.0 1,075.9 A A W 9.5% 898.4 993.4 1,088.5 1,183.5 1,278.6 W 9.5% 930.8 950.0 970.3 991.8 1,014.5 10.0% 884.3 977.7 1,071.0 1,164.3 1,257.7 10.0% 885.6 902.7 920.8 939.8 959.9 10.5% 870.6 962.3 1,053.9 1,145.6 1,237.2 10.5% 844.7 860.1 876.2 893.1 911.0 Source: TGE management 1. 37.0% effective tax rate 74
Preliminary Draft – Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – Growth Wedge ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $17.1 $100.8 $200.8 $300.8 $400.0 2 $400.0 2 Less: Tax Depreciation and Amortization (2,314.1) (748.5) (747.0) (745.5) 4.5 EBIT ($2,297.0) ($647.7) ($546.2) ($444.7) $404.5 Less: Taxes 1 -———- (149.7) EBIAT ($2,297.0) ($647.7) ($546.2) ($444.7) $254.8 Plus: Tax Depreciation and Amortization 2,314.1 748.5 747.0 745.5 (4.5) Less: Growth Capital Expenditures (750.0) (750.0) (750.0) (750.0) —Less: Maintenance Capital Expenditures (0.3) (1.5) (3.0) (4.5) 4.5 Unlevered Free Cash Flow ($733.2) ($650.7) ($552.2) ($453.7) $254.8 EBITDA Multiple / Perpetuity Growth Rate 9.5x 1.25% Implied Terminal Value $3,800.0 $5,432.2 PV of Terminal Value @ 6.0% Discount Rate $3,010.0 $4,430.0 Plus: PV of Unlevered Free Cash Flow @ 6.0% Discount Rate (2,155.6) Implied Asset Value $854.3 – $2,274.3 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 7.5x 8.5x 9.5x 10.5x 11.5x 0.25% 0.75% 1.25% 1.75% 2.25% 5.0% $276.6 $605.7 $934.8 $1,263.9 $1,592.9 5.0% $2,342.7 $2,901.4 $3,609.1 $4,534.6 $5,796.6 C C 5.5% 248.2 571.1 894.0 1,216.9 1,539.8 C C 5.5% 1,861.3 2,308.2 2,860.4 3,559.7 4,474.2 A A W 6.0% 220.6 537.5 854.3 1,171.1 1,488.0 W 6.0% 1,467.8 1,832.7 2,274.3 2,820.0 3,511.1 6.5% 193.8 504.7 815.7 1,126.6 1,437.5 6.5% 1,140.9 1,443.8 1,804.5 2,241.0 2,780.2 7.0% 167.7 472.9 778.1 1,083.2 1,388.4 7.0% 865.9 1,120.9 1,420.3 1,776.7 2,208.2 Source: TGE management 1. 37.0% effective tax rate 2. Run-rate Growth Wedge EBITDA based on $3,000.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 75


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Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transaction Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Precedent M&A ï® Values TGE shares based on multiples of Transaction transaction value to EBITDA based on ï® Based on transaction value / EBITDA Analysis historical asset transactions involving assets ï® Transaction value / EBITDA multiples applied to 2019E EBITDA (Sum-of-Parts) similar to those owned by TGE Assumptions Resulting Enterprise Value Range 2019E EBITDA 2019E EBITDA Low High Low High REX (Attributable to TGE) 8.5x – 10.5x $4,800.4 – $5,929.9 Non-REX Natural Gas Transportation 8.5 – 10.5 697.0 – 861.0 Crude Oil Transportation and Stanchion 8.5 – 10.5 2,745.5 – 3,391.5 Terminals 8.0 – 10.0 288.0 – 360.0 TMID 8.5 – 10.5 280.5 – 346.5 BNN 7.0 – 9.0 518.0 – 666.0 Total Enterprise Value (Pre-Corporate G&A) $9,329.4 – $11,554.9 Less: Value of Corporate G&A 1 8.4x – 10.4x (75.6) – (93.6) Total Enterprise Value $9,253.8 – $11,461.3 Less: Debt as of January 1, 2020 2 (4,959.4) (4,959.4) Plus: Cash as of January 1, 2020 9.4 9.4 Implied Equity Value $4,303.8 – $6,511.3 TGE Shares Outstanding 281.334 281.334 Implied TGE Share Value $15.30 – $23.14 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 76
Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Transportation ($ in millions) Selected M&A Transactions – Long-Haul Natural Gas Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 1/14/19 NEXUS Gas Transmission, LLC / Generation Pipeline LLC $160.0 NA 2/7/18 Tallgrass Energy GP, LP / 25.01% interest in Rockies Express Pipeline LLC (Tallgrass Development LP) 1,044.0 6.4x 11/6/17 American Midstream Partners, LP / Trans-Union Interstate Pipeline (ArcLight Capital Partners, LLC) 48.0 6.5 7/31/17 Blackstone Energy Partners / 32.44% interest in Rover Pipeline (Energy Transfer Partners, LP) 1,571.0 10.7 6/1/17 TC PipeLines, LP / 49.3% interest in Iroquois Gas Transmission System, LP and 11.8% interest in Portland Natural Gas Transmission (TransCanada Corp.) 765.0 10.9 4/3/17 Tallgrass Energy Partners, LP / 24.99% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP) 1,043.5 6.6 10/15/16 Dominion Midstream Partners / Questar Pipeline LLC (Dominion Resources) 1,725.0 9.1 7/10/16 Southern Company / 50% Interest in Southern Natural Gas Pipeline System (Kinder Morgan, Inc.) 2,075.0 10.4 5/9/16 Tallgrass Energy Partners, LP / 25% interest in Rockies Express Pipeline LLC (Sempra U.S. Gas and Power) 440.0 6.9 11/6/15 TC Pipelines, LP / 49.9% interest in Portland Natural Gas Transmission System (TransCanada Corp.) 1,084.0 11.0 8/17/15 Dominion Midstream Partners, LP / 25.93% Interest in Iroquois Gas Transmission System, LP (National Grid and New Jersey Resources Corp.) 286.5 9.8 Mean 8.8x All Median 9.5 Transactions Min 6.4 Max 11.0 Excluding Mean 9.8x Tallgrass / Median 10.4 REX Min 6.5 Transactions Max 11.0 Precedent M&A Transactions Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2019E EBITDA $753.0 $82.0 Relevant EBITDA Multiple 8.5x – 10.5x 8.5x – 10.5x Implied Enterprise Value $6,400.5 – $7,906.5 $697.0 – $861.0 Implied Enterprise Value Attributed to TGE $4,800.4 – $5,929.9 $697.0 – $861.0 Source: Public filings, Company presentations, Press releases, 1Derrick 77


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Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Transportation ($ in millions) Selected M&A Transactions – Long-Haul Crude Oil Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/28/19 Delek Logistics Partners, LP / 33.0% interest in Red River Pipeline Company LLC (Plains All American Pipeline L.P.) $387.9 8.8x 8/21/18 OMERS Infrastructure Management, Inc. / 50% interest in BridgeTex Pipeline Company, LLC (Plains All American Pipeline, L.P., Magellan Midstream, L.P.) 2,876.0 9.8 1/3/18 Andeavor / 110-mile crude oil pipeline and oil storage terminals (Rangeland Energy II, LLC) 396.0 9.0 8/10/17 Holly Energy Partners LP/ Remaining 50% interest in Frontier Aspen LLC and 75% interest in SLC Pipeline LLC (Plains All American Pipeline L.P.) 250.0 10.9 2/13/17 Plains All American Pipeline L.P. & Noble Midstream Partners LP / Advantage Pipeline, LLC 133.0 9.5 1/4/16 Tallgrass Energy Partners, LP / 31.3% interest in Tallgrass Pony Express Pipeline (Tallgrass Development, LP) 2,375.8 8.7 11/2/15 Western Refining Logistics, LP / TexNew Mex Pipeline and an 80,000 barrel crude oil storage tank (Western Refining, Inc.) 180.0 9.6 3/23/15 EnLink Midstream Partners, LP / Victoria Express Pipeline (Devon Energy Corporation) 180.0 8.7 Mean 9.4x Median 9.3 Min 8.7 Max 10.9 Precedent M&A Transactions Analysis – Crude Oil Transportation and Stanchion 2019E EBITDA $323.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $2,745.5 – $3,391.5 Source: Public filings, Company presentations, Press releases, 1Derrick 78
Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Terminals ($ in millions) Selected M&A Transactions – Crude Oil Terminals Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 2/26/18 Delek Logistics Partners, LP / Big Spring Logistics’ storage tanks, NGL storage and asphalt/light products terminals (Delek US Holdings, Inc.) $315.0 7.8x 1/3/18 Tallgrass Energy Partners, LP / 38% interest in Deeprock North, LLC crude oil terminal in North Cushing, OK (Kinder Morgan, Inc.) 19.5 8.0 1/3/18 Tallgrass Energy Partners, LP / 51% interest in Pawnee Terminal (Zenith Energy) 31.0 6.2 8/2/17 International-Matex Tank Terminals (Macquarie Infrastructure Corp.) / Epic Midstream (White Deer Energy / Blue Water Energy) 171.5 11.0 6/6/17 SemGroup Corporation / Houston Fuel Oil Terminal Company (Alinda Capital Partners) 2,100.0 15.0 6/5/17 USD Partners LP / Crude oil destination terminal in Stroud, OK (Undisclosed) 25.0 2.5 1/3/17 Tallgrass Energy Partners, LP / Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC (Tallgrass Development, LLC) 140.0 12.7 10/21/16 NuStar Energy L.P. / Crude oil and refined product storage assets in Port of Corpus Christi (Martin Midstream Partners L.P.) 107.0 7.9 7/14/15 Arc Logistics Partners LP / Pawnee crude terminal and development assets (United Energy Trading, LLC / Hawkeye Midstream, LLC) 76.6 8.3 Mean 8.8x Median 8.0 Min 2.5 Max 15.0 Precedent M&A Transactions Analysis – Terminals 2019E EBITDA $36.0 Relevant EBITDA Multiple 8.0x – 10.0x Implied Enterprise Value $288.0 – $360.0 Source: TGE management, Public filings, Company presentations, Press releases, 1Derrick 79


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Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Gathering & Processing ($ in millions) Selected M&A Transactions – Natural Gas Gathering & Processing Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/2/19 DTE Midstream (DTE Energy) / 30% interest in Stonewall Gas Gathering (AltaGas Ltd.) $275.3 12.0x 4/10/19 Crestwood Equity Partners LP / Remaining 50.0% interest in Jackalope Gas Gathering Services, L.L.C. (The Williams Companies, Inc.) 484.6 9.8 3/28/19 SK Holdings Co Ltd / Minority interest in Blue Racer Midstream, LLC (First Reserve) 300.0 9.2 3/14/19 EQM Midstream Partners, LP / 60% interest in Eureka Midstream Holdings, LLC and 100% interest in Hornet Midstream Holdings, LLC (Morgan Stanley Infrastructure Partners) 1,030.0 10.3 2/19/19 GSO Capital Partners and Blackstone Tactical Opportunities / 45% equity interest in Targa Badlands LLC (Targa Resources Corp.) 1,600.0 12.0 11/1/18 First Reserve / 50% interest in Blue Racer Midstream, LLC (Dominion Energy, Inc.) 1,200.0 9.2 2/7/18 CNX Midstream Partners LP / 95% interest in the Shirley-Pennsboro Gathering System (CNX Resources Corporation) 265.0 11.5 6/13/17 Howard Energy Partners / 50% Interest in Delaware Basin G&P assets (WPX Energy, Inc.) 431.5 7.2 5/24/17 Crestwood Permian Basin Holdings LLC / Delaware Basin Willow Lake G&P (Crestwood Equity Partners LP) 151.0 9.6 5/18/17 Energy Transfer Partners, LP / 34.4% remaining interest in Penntex Midstream Partners, LP 280.3 10.0 11/21/16 Tesoro Logistics LP / Williston G&P Assets (Whiting Oil and Gas Corporation / GBK Investments, LLC / WBI Energy Midstream, LLC) 700.0 6.7 Mean 9.8x Median 9.8 Min 6.7 Max 12.0 Precedent M&A Transactions Analysis – TMID 2019E EBITDA $33.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $280.5 – $346.5 Source: TGE management
Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Water Logistics ($ in millions) Selected M&A Transactions – Water Logistics Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 9/26/19 NGL Energy Partners LP / Hillstone Environmental Partners, LLC $600.0 7.0x 5/14/19 NGL Energy Partners LP / Mesquite Disposals Unlimited, LLC 890.0 8.3 12/20/18 WaterBridge Resources LLC / 9 SWD wells and additional permits (NGL Energy Partners LP) 238.8 9.6 10/31/18 WaterBridge Resources LLC / Delaware Basin water infrastructure assets (Halcón Resources Corporation) 200.0 9.1 10/5/18 Nuverra Environmental Solutions, Inc. / Clearwater Solutions 41.9 5.2 2/7/18 Tallgrass Energy Partners, LP / Buckhorn SWD Solutions, LLC and Buckhorn Energy Services, LLC 95.0 5.0 12/16/15 Tallgrass Energy Partners, LP / BNN Western, LLC (Whiting Oil and Gas Corporation) 75.0 9.0 9/18/15 Antero Midstream Partners LP / Appalachia freshwater delivery and produced water treatment & disposal (Antero Resources Corp.) 1,050.0 8.8 9/2/14 Ferrellgas Partners LP / Two saltwater disposal wells in Eagle Ford, an option to acquire an additional SWD well (C&E Production, LLC) 65.0 6.0 7/9/14 NGL Energy Partners LP / 5 SWD wells in the Eagle Ford and the Permian 83.0 5.2 Mean 7.3x Median 7.7 Min 5.0 Max 9.6 Precedent M&A Transactions Analysis – BNN 2019E EBITDA $74.0 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value $518.0 – $666.0 Source: TGE management 81


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Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Peer Group ï® Valuation based on multiples of enterprise Trading value / relevant EBITDA for publicly traded ï® Based on enterprise value / EBITDA Analysis entities with assets similar to those owned by ï® Enterprise value / EBITDA multiples applied to 2020E and 2021E EBITDA (Sum-of-Parts) TGE Assumptions Resulting Enterprise Value Range 2020E EBITDA 2021E EBITDA 2020E EBITDA 2021E EBITDA Low High Low High Low High Low High REX (Attributable to TGE) 9.5x – 11.5x 9.0x – 11.0x $4,283.9 – $5,185.8 $4,069.2 – $4,973.5 Non-REX Natural Gas Transportation 9.5 – 11.5 9.0 – 11.0 799.1 – 967.4 791.2 – 967.1 Crude Oil Transportation and Stanchion 9.5 – 11.5 9.0 – 11.0 2,127.4 – 2,575.3 2,088.9 – 2,553.1 Terminals 7.5 – 10.0 7.0 – 9.5 274.2 – 365.6 259.2 – 351.7 TMID 7.5 – 9.5 7.0 – 9.0 311.4 – 394.5 329.7 – 423.8 BNN 5.5 – 7.5 5.0 – 7.0 576.0 – 785.5 635.8 – 890.1 Growth Wedge 1 8.9 – 10.9 8.3 – 10.3 897.0 – 1,100.6 1,670.7 – 2,076.1 Total Enterprise Value (Pre-Corporate G&A) $9,269.2 – $11,374.7 $9,844.6 – $12,235.3 Less: Value of Corporate G&A 1 8.4x – 10.3x 8.3x – 10.3x (63.9) – (79.1) (63.8) – (79.1) Total Enterprise Value $9,205.3 – $11,295.5 $9,780.8 – $12,156.3 Less: Debt as of January 1, 2020 2 (4,959.4) (4,959.4) (4,959.4) (4,959.4) Plus: Cash as of January 1, 2020 9.4 9.4 9.4 9.4 Implied Equity Value $4,255.3 – $6,345.5 $4,830.8 – $7,206.3 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value Including Growth Wedge $15.13 – $22.56 $17.17 – $25.61 Implied TGE Share Value Excluding Growth Wedge 11.94 – 18.64 11.23 – 18.24 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 82
Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Natural Gas Transportation ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/11/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Natural Gas Transportation Enbridge Inc. $35.93 $72,870.4 $131,128.3 12.6x 11.8x 6.2% 6.9% 7.3% 5.0x Energy Transfer LP 12.57 33,701.8 96,056.5 8.7 8.4 9.7% 9.7% 10.1% 4.5 EQM Midstream Partners, LP 32.57 6,528.9 13,019.9 8.7 7.2 14.2% 15.0% 15.8% 3.6 TC PipeLines, LP 38.69 2,815.1 4,865.1 10.4 10.6 6.7% 6.7% 6.7% 4.3 TC Energy Corporation 51.21 47,713.2 83,838.7 11.8 11.3 4.4% 4.8% 5.2% 5.3 Kinder Morgan, Inc. 20.23 45,796.8 82,259.9 10.6 10.4 4.9% 6.2% 6.6% 4.7 The Williams Companies, Inc. 23.09 28,089.5 52,844.5 10.1 9.6 6.6% 7.2% 7.9% 4.5 Mean 10.4x 9.9x 7.6% 8.1% 8.5% 4.6x Median 10.4 10.4 6.6% 6.9% 7.3% 4.5 Peer Group Trading Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2020E EBITDA $601.3 $84.1 Relevant EBITDA Multiple 9.5x – 11.5x 9.5x – 11.5x Implied Enterprise Value Based on 2020E EBITDA $5,711.9 – $6,914.4 $799.1 – $967.4 2021E EBITDA $602.9 $87.9 Relevant EBITDA Multiple 9.0x – 11.0x 9.0x – 11.0x Implied Enterprise Value Based on 2021E EBITDA $5,425.7 – $6,631.4 $791.2 – $967.1 Implied Enterprise Value $5,425.7 – $6,914.4 $791.2 – $967.4 Implied Enterprise Value Attributed to TGE $4,069.2 – $5,185.8 $791.2 – $967.4 Source: TGE management, Public filings, Wall Street research, FactSet


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Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution Yield Debt / 2019E Partnership 10/11/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Crude Oil Transportation Holly Energy Partners, L.P. $22.22 $2,345.6 $3,939.5 10.6x 10.3x 12.1% 12.3% 12.3% 4.1x Magellan Midstream Partners, L.P. 65.77 15,022.1 19,573.4 12.3 11.9 6.2% 6.5% 6.8% 3.3 MPLX LP 26.98 35,614.1 57,488.1 10.6 10.3 9.9% 10.6% 11.0% 4.0 NuStar Energy L.P. 27.82 2,998.0 7,528.1 10.4 9.9 8.6% 8.6% 8.6% 5.1 Phillips 66 Partners LP 55.87 12,623.2 16,607.2 11.8 10.7 6.1% 6.5% 7.0% 2.7 Plains All American Pipeline, L.P. 19.18 14,082.4 26,103.4 9.4 8.9 7.5% 7.9% 8.3% 3.4 Shell Midstream Partners, L.P. 20.82 4,743.8 7,232.8 8.4 7.4 8.3% 8.9% 9.2% 3.7 Mean 10.5x 9.9x 8.4% 8.8% 9.0% 3.8x Median 10.6 10.3 8.3% 8.6% 8.6% 3.7 Peer Group Trading Analysis – Crude Oil Transportation and Stanchion 2020E EBITDA $223.9 Relevant EBITDA Multiple 9.5x – 11.5x Implied Enterprise Value Based on 2020E EBITDA $2,127.4 – $2,575.3 2021E EBITDA $232.1 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2021E EBITDA $2,088.9 – $2,553.1 Implied Enterprise Value $2,088.9 – $2,575.3 Source: TGE management, Public filings, Wall Street research, FactSet 84
Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis –Terminals ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/11/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Terminals Global Partners LP $19.87 $680.0 $2,297.7 10.2x 9.8x 10.4% 10.4% 10.2% 7.0x Sprague Resources LP 17.20 391.0 949.2 7.5 7.1 15.5% 15.5% 15.5% 5.1 USD Partners LP 9.72 262.9 468.9 NA NA 15.0% NA NA NA Mean 8.8x 8.4x 13.6% 12.9% 12.9% 6.1x Median 8.8 8.4 15.0% 12.9% 12.9% 6.1 Peer Group Trading Analysis – Terminals 2020E EBITDA $36.6 Relevant EBITDA Multiple 7.5x – 10.0x Implied Enterprise Value Based on 2020E EBITDA $274.2 – $365.6 2021E EBITDA $37.0 Relevant EBITDA Multiple 7.0x – 9.5x Implied Enterprise Value Based on 2021E EBITDA $259.2 – $351.7 Implied Enterprise Value $259.2 – $365.6 Source: TGE management, Public filings, Wall Street research, FactSet 85


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Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Gathering and Processing ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/11/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Gathering and Processing CNX Midstream Partners LP $13.40 $871.5 $1,530.1 6.3x 5.8x 11.5% 13.0% 14.3% 2.7x Crestwood Equity Partners LP 34.84 2,594.1 5,807.1 9.5 9.0 6.9% 7.2% 7.5% 4.2 DCP Midstream, LP 24.04 3,515.7 9,901.7 8.0 7.5 13.0% 13.0% 13.0% 4.7 Enable Midstream Partners, LP 10.90 4,742.6 9,545.6 8.5 8.3 12.1% 12.1% 12.6% 4.0 EnLink Midstream, LLC 7.53 3,705.4 9,898.9 8.7 8.4 15.0% 15.3% 15.5% 4.3 Hess Midstream Partners LP 20.62 1,149.4 3,442.1 8.3 5.9 7.7% 9.0% 10.3% NM Noble Midstream Partners LP 24.19 963.3 2,711.3 8.1 6.9 10.6% 13.0% 15.3% 3.5 Oasis Midstream Partners LP 15.82 534.9 1,255.4 6.6 6.1 12.4% 15.2% 17.0% 2.7 Summit Midstream Partners, LP 4.40 370.5 2,329.3 7.6 7.0 26.1% 26.1% 26.1% 5.8 Targa Resources Corp. 39.46 9,185.5 19,565.8 11.8 10.2 9.2% 9.2% 9.5% 5.3 Western Midstream Partners, LP 23.61 10,695.5 18,250.1 9.7 9.0 10.5% 11.0% 11.6% 4.4 Mean 8.5x 7.7x 12.3% 13.1% 13.9% 4.2x Median 8.3 7.5 11.5% 13.0% 13.0% 4.2 Peer Group Trading Analysis – TMID 2020E EBITDA $41.5 Relevant EBITDA Multiple 7.5x – 9.5x Implied Enterprise Value Based on 2020E EBITDA $311.4 – $394.5 2021E EBITDA $47.1 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2021E EBITDA $329.7 – $423.8 Implied Enterprise Value $311.4 – $423.8 Source: TGE management, Public filings, Wall Street research, FactSet 86
Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Water Logistics ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/11/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Water Logistics NGL Energy Partners LP $12.00 $1,515.9 $4,959.4 7.6x 7.0x 13.0% 13.0% 13.0% 4.0x Rattler Midstream LP 15.76 2,423.3 2,421.8 6.9 5.7 —% 7.3% 8.4% 0.0 Select Energy Services, Inc. 8.10 873.3 849.9 4.5 4.5 —% —% —% 0.0 Mean 6.3x 5.7x 4.3% 6.8% 7.1% 1.4x Median 6.9 5.7 0.0% 7.3% 8.4% 0.0 Peer Group Trading Analysis – BNN 2020E EBITDA $104.7 Relevant EBITDA Multiple 5.5x – 7.5x Implied Enterprise Value Based on 2020E EBITDA $576.0 – $785.5 2021E EBITDA $127.2 Relevant EBITDA Multiple 5.0x – 7.0x Implied Enterprise Value Based on 2021E EBITDA $635.8 – $890.1 Implied Enterprise Value $576.0 – $890.1 Source: TGE management, Public filings, Wall Street research, FactSet 87


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Preliminary Draft – Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Growth Wedge ($ in millions) Peer Group Trading Analysis 2020E EBITDA $100.8 Relevant EBITDA Multiple 1 8.9x – 10.9x Implied Enterprise Value Based on 2020E EBITDA $897.0 – $1,100.6 2021E EBITDA $200.8 Relevant EBITDA Multiple 1 8.3x – 10.3x Implied Enterprise Value Based on 2021E EBITDA $1,670.7 – $2,076.1 Implied Enterprise Value $897.0 – $2,076.1 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 88
Preliminary Draft –Subject to Change For Reference Only Valuation of TGE Shares Premiums Paid in Midstream Acquisitions Premium1 Date 1-Day 30-Day 60-Day 90-Day Announced Acquiror / Target Consideration Prior Spot VWAP VWAP VWAP 10/01/19 Brookfield Business Partners L.P. / Teekay Offshore Partners L.P. Cash-for-Unit 28.1% 9.8% 20.6% 19.5% 09/16/19 Energy Transfer LP / SemGroup Corporation Cash/Unit-for-Share 65.4% 80.2% 62.1% 50.2% 08/21/19 Pembina Pipeline Corporation / Kinder Morgan Canada Limited Share-for-Share 37.7% 32.5% 30.3% 17.6% 05/10/19 IFM Investors / Buckeye Partners, L.P. Cash-for-Unit 27.5% 22.9% 23.9% 27.9% 05/08/19 MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP) Unit-for-Unit 1.8% 0.5% (0.9%) (1.6%) 03/18/19 ArcLight Energy Partners Fund V, L.P. / American Midstream, LP Cash-for-Unit 31.3% 32.0% 33.5% 21.5% 02/05/19 SunCoke Energy, Inc. / SunCoke Energy Partners, L.P. Stock-for-Unit 9.3% 31.2% 26.5% 18.9% 07/10/18 ArcLight Energy Partners Fund VI, L.P. / TransMontaigne Partners L.P. Cash-for-Unit 13.5% 8.6% 8.2% 10.2% 11/08/18 Western Gas Equity Partners, LP / Western Gas Partners, LP Unit-for-Unit 7.6% 13.8% 9.3% 5.9% 10/22/18 EnLink Midstream, LLC / EnLink Midstream Partners, LP Unit-for-Unit 1.1% (0.6%) 1.5% 5.8% 10/18/18 Valero Energy Corporation / Valero Energy Partners LP Cash-for-Unit 6.0% 11.9% 10.9% 10.2% 10/09/18 Antero Midstream GP LP / Antero Midstream Partners LP Cash/Stock-for-Unit 63.7% 6.6% 7.3% 8.2% 08/01/18 Energy Transfer Equity, L.P. / Energy Transfer Partners, L.P. Unit-for-Unit 11.2% 19.2% 22.3% 27.4% 06/09/18 Cheniere Energy, Inc. / Cheniere Energy Partners LP Holdings, LLC Stock-for-Unit 6.6% 8.2% 7.7% 6.7% 05/17/18 The Williams Companies, Inc. / Williams Partners L.P. 2 Stock-for-Unit 13.6% 5.8% 1.0% 3.4% 05/17/18 Enbridge Inc. / Enbridge Energy Partners, L.P. Stock-for-Unit 13.9% 15.9% 10.4% 0.8% 05/17/18 Enbridge Inc. / Spectra Energy Partners, LP Stock-for-Unit 20.8% 18.7% 13.7% 7.6% 03/26/18 Tallgrass Energy GP, LP / Tallgrass Energy Partners, L.P. Stock-for-Unit 0.1% NA NA NA 02/08/18 Nustar Energy L.P. / Nustar GP Holdings, LLC Unit-for-Unit 1.7% 0.3% 8.5% 5.6% 01/02/18 Archrock, Inc. / Archrock Partners, L.P. Stock-for-Unit 23.4% 27.7% 21.6% 18.6% 06/02/17 World Point Terminals, Inc. / World Point Terminals, LP Cash-for-Unit 5.8% 3.4% 3.2% 3.5% 05/18/17 Energy Transfer Partners, LP / PennTex Midstream Partners, LP Cash-for-Unit 20.1% 19.9% 22.6% 24.4% 03/02/17 VTTI B.V. / VTTI Energy Partners LP Cash-for-Unit 6.0% 6.8% 14.2% 13.5% 02/01/17 ONEOK, Inc. / ONEOK Partners, L.P. Stock-for-Unit 25.8% 22.4% 26.2% 29.0% 01/27/17 Enbridge Energy Co, Inc. / Midcoast Energy Partners, L.P. Cash-for-Unit (8.6%) 5.4% 11.3% 5.8% 09/26/16 TransCanada Corporation / Columbia Pipeline Partners L.P. Cash-for-Unit 13.3% 14.0% 16.2% 15.5% 05/31/16 SemGroup Corporation / Rose Rock Midstream, L.P. Share-for-Unit 0.0% 27.4% 53.0% 78.2% 11/03/15 Targa Resources Corp. / Targa Resources Partners LP Share-for-Unit 18.4% 16.1% 16.6% 9.5% 10/26/15 Western Refining, Inc. / Northern Tier Energy L.P. Cash/Share-for-Unit 11.7% 12.3% 7.8% 8.0% 05/06/15 Crestwood Equity Partners LP / Crestwood Midstream Partners L.P. Unit-for-Unit 17.2% 21.0% 26.0% 23.9% 08/10/14 Kinder Morgan, Inc. / El Paso Pipeline Partners, L.P. Cash/Share-for-Unit 15.4% 10.4% 11.7% 14.4% 08/10/14 Kinder Morgan, Inc. / Kinder Morgan Energy Partners, L.P. Cash/Share-for-Unit 12.0% 9.8% 12.4% 14.5% Median 13.4% 13.8% 13.7% 13.5% All Mean 16.3% 16.6% 17.4% 16.3% Transactions Max 65.4% 80.2% 62.1% 78.2% Min (8.6%) (0.6%) (0.9%) (1.6%) Median 13.3% 9.8% 14.2% 13.5% Cash Only Mean 12.4% 11.4% 14.6% 14.5% Transactions Max 28.1% 22.9% 23.9% 27.9% Min (8.6%) 3.4% 3.2% 3.5% Source: Bloomberg, FactSet, Public filings 1. VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement 2. WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance 89


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Preliminary Draft –Subject to Change For Reference Only Valuation of TGE Shares Premiums Paid Analysis Summary Results – Cash Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 65.4% (0.6%) — 80.2% (0.9%) — 62.1% Implied TGE Share Price Range $13.12 — $23.73 $18.19 — $32.98 $19.61 — $32.10 Median Merger Premium 13.4% 13.8% 13.7% Median-Implied TGE Share Value $16.28 $20.84 $22.51 Summary Results – All Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 28.1% 3.4% — 22.9% 3.2% — 23.9% Implied TGE Share Price Range $13.12 — $18.38 $18.93 — $22.50 $20.43 — $24.52 Median Merger Premium 13.3% 9.8% 14.2% Median-Implied TGE Share Value $16.26 $20.09 $22.61 Source: Bloomberg, FactSet 1. Based on unaffected date of August 27, 2019 90
Preliminary Draft –Subject to Change Appendix


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Preliminary Draft –Subject to Change A. Weighted Average Cost of Capital
Preliminary Draft – Subject to Change Weighted Average Cost of Capital TGE Cost of Equity and Weighted Average Cost of Capital ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 1 2 Partnership/Corporation 10/11/19 Value Preferred Equity Total Capitalization Beta Beta Crestwood Equity Partners LP $34.84 $2,594.1 $2,790.7 51.8% 0.77 0.44 Enable Midstream Partners, LP 10.90 4,742.6 4,926.0 50.9% 0.73 0.42 Enbridge Inc. 35.93 72,870.4 56,179.3 43.5% 0.65 0.44 Energy Transfer LP 12.57 33,701.8 50,805.3 60.1% 1.04 0.51 EnLink Midstream, LLC 7.53 3,705.4 5,900.8 61.4% 1.06 0.53 Kinder Morgan, Inc. 20.23 45,796.8 35,698.0 43.8% 0.90 0.60 CAPM Plains All American Pipeline, L.P. 19.18 14,082.4 12,308.0 46.6% 0.91 0.56 TC PipeLines, LP 38.69 2,815.1 1,993.0 41.5% 0.78 0.52 Targa Resources Corp. 39.46 9,185.5 7,210.0 44.0% 1.06 0.71 The Williams Companies, Inc. 23.09 28,089.5 22,328.0 44.3% 0.99 0.66 Mean 48.8% 0.89 0.54 Median 45.5% 0.90 0.52 Tallgrass Energy, LP $19.42 $5,463.5 $3,437.5 38.6% 0.82 0.59 Risk-free Rate 3 2.0% Unlevered Beta 0.52 Debt and Preferred / Total Capitalization 38.6% Adjusted Levered Equity Beta 0.73 Supply-Side MRP Historical MRP WACC Market Risk Premium 4 6.1% 6.9% Small Company Risk Premium 5 0.9% Equity Cost of Capital 6 7.4% 7.9% Pre-Tax Cost of Debt 7 6.3% After-Tax Cost of Debt 8 4.0% WACC 6.1% 6.4% 1.Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2.Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 37.0% for C-Corps 3.20-year Treasury as of October 11, 2019 4.Source: Duff & Phelps 5.Decile: Mid Cap (4) with equity value range of $4,504.1 million to $7,254.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing 10-year and 20-year U.S. Treasury Bonds 8. Assumes 37.0% effective tax rate 91


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Preliminary Draft – Subject to Change Weighted Average Cost of Capital TGE Cost of Equity Analysis – Expected Market Return ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Distribution/Dividend Total Partnership/Corporation 10/11/19 Value Current Yield Growth Return Crestwood Equity Partners LP $34.84 $2,594.1 6.9% 5.6% 12.4% Enable Midstream Partners, LP 10.90 4,742.6 12.1% 4.6% 16.8% Enbridge Inc. 35.93 72,870.4 6.2% 6.7% 12.9% Energy Transfer LP 12.57 33,701.8 9.7% 1.5% 11.2% Total EnLink Midstream, LLC 7.53 3,705.4 15.0% —% 15.0% Expected Kinder Morgan, Inc. 20.23 45,796.8 4.9% 9.7% 14.7% Market Plains All American Pipeline, L.P. 19.18 14,082.4 7.5% 5.9% 13.4% Return TC PipeLines, LP 38.69 2,815.1 6.7% 2.0% 8.7% Targa Resources Corp. 39.46 9,185.5 9.2% 0.6% 9.8% The Williams Companies, Inc. 23.09 28,089.5 6.6% 9.7% 16.3% Mean 13.1% Median 13.1% Tallgrass Energy, LP $19.42 $5,463.5 11.1% 4.3% 15.4% Source: TGE management, Public filings, Wall Street research, FactSet 92
Preliminary Draft – Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – REX Natural Gas Transportation ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Preferred Equity Total Beta 1 2 Partnership/Corporation 10/11/19 Value Capitalization Beta Enbridge Inc. $35.93 $72,870.4 $56,179.3 43.5% 0.65 0.44 Energy Transfer LP 12.57 33,701.8 50,805.3 60.1% 1.04 0.51 EQM Midstream Partners, LP 32.57 6,528.9 6,017.5 48.0% 0.91 0.55 Kinder Morgan, Inc. 20.23 45,796.8 35,698.0 43.8% 0.90 0.60 TC Energy Corporation 51.21 47,713.2 40,712.3 46.0% 0.70 0.46 CAPM TC PipeLines, LP 38.69 2,815.1 1,993.0 41.5% 0.78 0.52 The Williams Companies, Inc. 23.09 28,089.5 22,328.0 44.3% 0.99 0.66 Mean 46.7% 0.85 0.53 Median 44.3% 0.90 0.52 Tallgrass Energy, LP $19.42 $5,463.5 $3,437.5 38.6% 0.82 0.59 Risk-free Rate 3 2.0% Supply-Side MRP (6.1%) WACC Sensitivites Unlevered Beta 0.52 Unlevered Beta Debt and Preferred / Total Capitalization 44.3%/ 0.40 0.45 0.52 0.65 0.70 Adjusted Levered Equity Beta 0.78 30.0% 5.7% 6.0% 6.3% 7.1% 7.3% 35.0% 5.7% 5.9% 6.3% 7.0% 7.3% Supply-Side MRP Historical MRP Preferred 40.0% 5.7% 5.9% 6.3% 7.0% 7.2% 4 WACC Market Risk Premium 6.1% 6.9%nd 44.3% 5.7% 5.9% 6.3% 6.9% 7.2% 5Capitalization 50.0% 5.6% 5.9% 6.2% 6.9% 7.1% Small Company Risk Premium 1.3% a l t Equity Cost of Capital 6 8.1% 8.7% Deb Tota 55.0% 5.6% 5.9% 6.2% 6.8% 7.1% 7 60.0% 5.6% 5.9% 6.2% 6.8% 7.0% Pre-Tax Cost of Debt 6.3% After-Tax Cost of Debt 8 4.0% Historical MRP (6.9%) WACC Sensitivites Unlevered Beta WACC 6.3% 6.6% / 0.40 0.45 0.52 0.65 0.70 n zati o 30.0% 6.0% 6.3% 6.7% 7.5% 7.8% i 35.0% 5.9% 6.2% 6.7% 7.5% 7.8% eferred a l P r 40.0% 5.9% 6.2% 6.6% 7.4% 7.7% nd apit 44.3% 5.9% 6.2% 6.6% 7.4% 7.6% C 50.0% 5.9% 6.2% 6.6% 7.3% 7.6% a l t ta 55.0% 5.9% 6.1% 6.5% 7.2% 7.5% b De T o 60.0% 5.9% 6.1% 6.5% 7.2% 7.5% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 37.0% for C-Corps 3. 20-year Treasury as of October 11, 2019 4. Source: Duff & Phelps 5. Decile: Mid Cap (5) with equity value range of $2,996.0 million to $4,503.5 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing 10-year and 20-year U.S. Treasury Bonds 8. Assumes 37.0% effective tax rate 93


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Preliminary Draft – Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Non-REX Natural Gas Transportation ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Total 1 2 Partnership/Corporation 10/11/19 Value Preferred Equity Capitalization Beta Beta Enbridge Inc. $35.93 $72,870.4 $56,179.3 43.5% 0.65 0.44 Energy Transfer LP 12.57 33,701.8 50,805.3 60.1% 1.04 0.51 EQM Midstream Partners, LP 32.57 6,528.9 6,017.5 48.0% 0.91 0.55 Kinder Morgan, Inc. 20.23 45,796.8 35,698.0 43.8% 0.90 0.60 TC Energy Corporation 51.21 47,713.2 40,712.3 46.0% 0.70 0.46 CAPM TC PipeLines, LP 38.69 2,815.1 1,993.0 41.5% 0.78 0.52 The Williams Companies, Inc. 23.09 28,089.5 22,328.0 44.3% 0.99 0.66 Mean 46.7% 0.85 0.53 Median 44.3% 0.90 0.52 Tallgrass Energy, LP $19.42 $5,463.5 $3,437.5 38.6% 0.82 0.59 Risk-free Rate 3 2.0% Supply-Side MRP (6.1%) WACC Sensitivites Unlevered Beta 0.52 Unlevered Beta Debt and Preferred / Total Capitalization 44.3%/ 0.40 0.45 0.52 0.65 0.70 Adjusted Levered Equity Beta 0.78 30.0% 6.1% 6.3% 6.7% 7.4% 7.7% 35.0% 6.0% 6.3% 6.7% 7.4% 7.6% Supply-Side MRP Historical MRP Preferred 40.0% 6.0% 6.2% 6.6% 7.3% 7.5% 4 WACC Market Risk Premium 6.1% 6.9%nd 44.3% 5.9% 6.2% 6.6% 7.2% 7.5% 5Capitalization 50.0% 5.9% 6.1% 6.5% 7.2% 7.4% Small Company Risk Premium 1.8% a l t Equity Cost of Capital 6 8.6% 9.2% Deb Tota 55.0% 5.9% 6.1% 6.4% 7.1% 7.3% 7 60.0% 5.8% 6.1% 6.4% 7.0% 7.3% Pre-Tax Cost of Debt 6.3% After-Tax Cost of Debt 8 4.0% Historical MRP (6.9%) WACC Sensitivites Unlevered Beta WACC 6.6% 6.9% / 0.40 0.45 0.52 0.65 0.70 n zati o 30.0% 6.3% 6.6% 7.1% 7.9% 8.2% i 35.0% 6.3% 6.6% 7.0% 7.8% 8.1% eferred a l P r 40.0% 6.2% 6.5% 6.9% 7.7% 8.0% nd apit 44.3% 6.2% 6.5% 6.9% 7.6% 7.9% C 50.0% 6.2% 6.4% 6.8% 7.6% 7.8% a l t ta 55.0% 6.1% 6.4% 6.8% 7.5% 7.8% b De T o 60.0% 6.1% 6.3% 6.7% 7.4% 7.7% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 37.0% 3. 20-year Treasury as of October 11, 2019 4. Source: Duff & Phelps 5. Decile: Low Cap (8) with equity value range of $730.0 million to $1,292.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing 10-year and 20-year U.S. Treasury Bonds 8. Assumes 37.0% effective tax rate 94
Preliminary Draft – Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 10/11/19 Value Preferred Equity Capitalization Beta 1 2 Partnership Total Beta Genesis Energy, L.P. $21.69 $3,525.4 $4,223.3 54.5% 1.03 0.56 Global Partners LP 19.87 680.0 1,626.7 70.5% 0.84 0.31 Holly Energy Partners, L.P. 22.22 2,345.6 1,515.5 39.2% 0.76 0.52 Magellan Midstream Partners, L.P. 65.77 15,022.1 5,077.0 25.3% 0.73 0.59 MPLX LP 26.98 35,614.1 21,656.0 37.8% 0.81 0.57 NuStar Energy L.P. 27.82 2,998.0 4,795.4 61.5% 1.16 0.55 CAPM Phillips 66 Partners LP 55.87 12,623.2 4,114.0 24.6% 0.76 0.62 Plains All American Pipeline, L.P. 19.18 14,082.4 12,308.0 46.6% 0.91 0.56 Shell Midstream Partners, L.P. 20.82 4,743.8 2,721.0 36.5% 0.78 0.56 Mean 44.1% 0.87 0.54 Median 39.2% 0.81 0.56 Tallgrass Energy, LP $19.42 $5,463.5 $3,437.5 38.6% 0.82 0.59 Supply-Side MRP (6.1%) WACC Sensitivites Risk-free Rate 3 2.0% Unlevered Beta 0.56 Unlevered Beta / 0.40 0.45 0.56 0.65 0.70 Debt and Preferred / Total Capitalization 39.2% 20.0% 5.7% 6.0% 6.6% 7.1% 7.4% Adjusted Levered Equity Beta 0.79 25.0% 5.7% 6.0% 6.6% 7.1% 7.4% Supply-Side MRP Historical MRP Preferred 30.0% 5.7% 6.0% 6.6% 7.1% 7.3% WACC Market Risk Premium 4 6.1% 6.9%nd Capitalization 39.2% 5.7% 5.9% 6.5% 7.0% 7.2% 5 al 40.0% 5.7% 5.9% 6.5% 7.0% 7.2% Small Company Risk Premium 1.3%t 45.0% 5.7% 5.9% 6.5% 6.9% 7.2% Equity Cost of Capital 6 8.2% 8.8% Deb Tota 50.0% 5.6% 5.9% 6.4% 6.9% 7.1% Pre-Tax Cost of Debt 7 6.3% 8 Historical MRP (6.9%) WACC Sensitivites After-Tax Cost of Debt 4.0% Unlevered Beta / 0.40 0.45 0.52 0.65 0.70 WACC 6.5% 6.9% n zati o 30.0% 6.3% 6.6% 7.1% 7.9% 8.2% i 35.0% 6.3% 6.6% 7.0% 7.8% 8.1% eferred a l P r 40.0% 6.2% 6.5% 6.9% 7.7% 8.0% nd apit 44.3% 6.2% 6.5% 6.9% 7.6% 7.9% C 50.0% 6.2% 6.4% 6.8% 7.6% 7.8% a l t ta 55.0% 6.1% 6.4% 6.8% 7.5% 7.8% b De T o 60.0% 6.1% 6.3% 6.7% 7.4% 7.7% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 37.0% for C-Corps 3. 20-year Treasury as of October 11, 2019 4. Source: Duff & Phelps 5. Decile: Mid Cap (5) with equity value range of $2,996.0 million to $4,503.5 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing 10-year and 20-year U.S. Treasury Bonds 8. Assumes 37.0% effective tax rate 95


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Preliminary Draft – Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Terminals ($ in millions, except per unit amounts) Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership 10/11/19 Value Preferred 1 2 Equity Total Capitalization Beta Beta Global Partners LP $19.87 $680.0 $1,626.7 70.5% 0.84 0.31 Sprague Resources LP 17.20 391.0 564.3 59.1% 0.96 0.48 USD Partners LP 9.72 262.9 213.2 44.8% 0.58 0.37 CAPM Mean 58.1% 0.79 0.39 Median 59.1% 0.84 0.37 Tallgrass Energy, LP $19.42 $5,463.5 $3,437.5 38.6% 0.82 0.59 Risk-free Rate 3 2.0% Unlevered Beta 0.37 Debt and Preferred / Total Capitalization 59.1% Adjusted Levered Equity Beta 0.70 Supply-Side MRP (6.1%) WACC Sensitivites Supply-Side MRP Historical MRP Unlevered Beta 4 WACC Market Risk Premium 6.1% 6.9%/ 0.30 0.35 0.37 0.45 0.50 Small Company Risk Premium 5 2.5% 45.0% 5.8% 6.0% 6.1% 6.6% 6.8% Equity Cost of Capital 6 8.8% 9.4% 50.0% 5.7% 6.0% 6.1% 6.5% 6.7% 7 Preferred 55.0% 5.7% 5.9% 6.0% 6.4% 6.6% Pre-Tax Cost of Debt 6.3% 59.1% 5.6% 5.9% 5.9% 6.3% 6.6% After-Tax Cost of Debt 8 4.0% nd Capitalization al 65.0% 5.5% 5.8% 5.9% 6.2% 6.5% t Tota 70.0% 5.5% 5.7% 5.8% 6.2% 6.4% WACC 5.9% 6.2% Deb 75.0% 5.4% 5.6% 5.7% 6.1% 6.3% Historical MRP (6.9%) WACC Sensitivites Unlevered Beta / 0.30 0.35 0.37 0.45 0.50 n zati o 45.0% 6.0% 6.3% 6.4% 6.8% 7.1% i 50.0% 5.9% 6.2% 6.3% 6.8% 7.0% eferred a l P r 55.0% 5.9% 6.1% 6.2% 6.7% 7.0% nd apit 59.1% 5.8% 6.1% 6.2% 6.6% 6.9% C 65.0% 5.7% 6.0% 6.1% 6.5% 6.8% a l t ta 70.0% 5.7% 5.9% 6.0% 6.4% 6.7% b De T o 75.0% 5.6% 5.8% 5.9% 6.3% 6.6% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 37.0% for C-Corps 3. 20-year Treasury as of October 11, 2019 4. Source: Duff & Phelps 5. Decile: Micro Cap (9) with equity value range of $325.4 million to $727.8 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing 10-year and 20-year U.S. Treasury Bonds 8. Assumes 37.0% effective tax rate 96
Preliminary Draft – Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Gathering and Processing ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Value Preferred Equity Total Capitalization Beta 1 2 Partnership/Corporation 10/11/19 Beta CNX Midstream Partners LP $13.40 $871.5 $602.9 40.9% 0.86 0.58 Crestwood Equity Partners LP 34.84 2,594.1 2,790.7 51.8% 0.77 0.44 DCP Midstream, LP 24.04 3,515.7 6,359.0 64.4% 1.03 0.45 Enable Midstream Partners, LP 10.90 4,742.6 4,926.0 50.9% 0.73 0.42 EnLink Midstream, LLC 7.53 3,705.4 5,900.8 61.4% 1.06 0.53 Hess Midstream Partners LP 20.62 1,149.4 -—-% 0.93 0.93 Noble Midstream Partners LP 24.19 963.3 870.0 47.5% 1.07 0.65 CAPM Oasis Midstream Partners LP 15.82 534.9 411.6 43.5% 0.80 0.52 Summit Midstream Partners, LP 4.40 370.5 1,959.4 84.1% 0.88 0.19 Targa Resources Corp. 39.46 9,185.5 7,210.0 44.0% 1.06 0.71 Western Midstream Partners, LP 23.61 10,695.5 7,497.8 41.2% 0.90 0.60 Mean 48.2% 0.92 0.55 Median 47.5% 0.90 0.53 Tallgrass Energy, LP $19.42 $5,463.5 $3,437.5 38.6% 0.82 0.59 Risk-free Rate 3 2.0% Supply-Side MRP (6.1%) WACC Sensitivites Unlevered Beta 0.53 Debt and Preferred / Total Capitalization 47.5% Unlevered Beta / 0.40 0.45 0.53 0.65 0.70 Adjusted Levered Equity Beta 0.83d ion 30.0% 6.5% 6.8% 7.2% 7.9% 8.2% t Supply-Side MRP Historical MRP 35.0% 6.4% 6.7% 7.1% 7.8% 8.1% WACC Market Risk Premium 4 6.1% 6.9% taliza 40.0% 6.4% 6.6% 7.0% 7.7% 7.9% Preferre i 5 47.5% 6.3% 6.5% 6.9% 7.5% 7.8% Small Company Risk Premium 2.5% Cap 6 and 50.0% 6.2% 6.5% 6.9% 7.5% 7.7% Equity Cost of Capital 9.6% 10.2% 55.0% 6.2% 6.4% 6.8% 7.4% 7.6% Pre-Tax Cost of Debt 7 6.3% Debt Total 60.0% 6.1% 6.3% 6.7% 7.3% 7.5% After-Tax Cost of Debt 8 4.0% Historical MRP (6.9%) WACC Sensitivites WACC 6.9% 7.2% Unlevered Beta / 0.40 0.45 0.53 0.65 0.70 30.0% 6.8% 7.1% 7.6% 8.3% 8.6% 35.0% 6.7% 7.0% 7.5% 8.2% 8.5% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 talization 40.0% 6.6% 6.9% 7.4% 8.1% 8.4% Preferred i 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 37.0% for C-Corps Cap 47.5% 6.5% 6.8% 7.2% 7.9% 8.2% 3. 20-year Treasury as of October 11, 2019 and 50.0% 6.5% 6.8% 7.2% 7.9% 8.2% 4. Source: Duff & Phelps 55.0% 6.4% 6.7% 7.1% 7.8% 8.1% 5. Decile: Micro Cap (9) with equity value range of $325.4 million to $727.8 million Debt Total 60.0% 6.3% 6.6% 7.0% 7.7% 7.9% 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing 10-year and 20-year U.S. Treasury Bonds 8. Assumes 37.0% effective tax rate 97


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Preliminary Draft – Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Water Logistics ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 1 2 Partnership/Corporation 10/11/19 Value Preferred Equity Total Capitalization Beta Beta NGL Energy Partners LP $12.00 $1,515.9 $3,018.0 66.6% 1.09 0.45 Rattler Midstream LP 15.76 2,423.3 2.2 0.1% 0.82 0.82 Select Energy Services, Inc. 8.10 873.3 0.4 0.0% 1.29 1.29 CAPM Mean 22.2% 1.07 0.86 Median 0.1% 1.09 0.82 Tallgrass Energy, LP $19.42 $5,463.5 $3,437.5 38.6% 0.82 0.59 Risk-free Rate 3 2.0% Unlevered Beta 0.82 Debt and Preferred / Total Capitalization 0.1% Adjusted Levered Equity Beta 0.82 Supply-Side MRP (6.1%) WACC Sensitivites Supply-Side MRP Historical MRP Unlevered Beta 4 WACC Market Risk Premium 6.1% 6.9%/ 0.70 0.75 0.82 0.90 0.95 Small Company Risk Premium 5 1.8% 0.1% 8.1% 8.4% 8.9% 9.4% 9.7% Equity Cost of Capital 6 8.9% 9.5% 5.0% 8.1% 8.4% 8.8% 9.3% 9.6% 7 Preferred 10.0% 8.0% 8.3% 8.7% 9.2% 9.5% Pre-Tax Cost of Debt 6.3% 15.0% 7.9% 8.2% 8.6% 9.1% 9.4% After-Tax Cost of Debt 8 4.0% nd Capitalization al 20.0% 7.8% 8.1% 8.5% 9.0% 9.3% t Tota 25.0% 7.8% 8.0% 8.5% 8.9% 9.2% WACC 8.9% 9.5% Deb 30.0% 7.7% 8.0% 8.4% 8.8% 9.1% Historical MRP (6.9%) WACC Sensitivites Unlevered Beta / 0.70 0.75 0.82 0.90 0.95 n zati o 0.1% 8.7% 9.0% 9.5% 10.1% 10.4% i 5.0% 8.6% 8.9% 9.4% 9.9% 10.3% eferred a l P r 10.0% 8.5% 8.8% 9.3% 9.8% 10.2% nd apit 15.0% 8.4% 8.8% 9.2% 9.7% 10.1% C 20.0% 8.3% 8.7% 9.1% 9.6% 9.9% a l t ta 25.0% 8.3% 8.6% 9.0% 9.5% 9.8% b De T o 30.0% 8.2% 8.5% 8.9% 9.4% 9.7% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 37.0% for C-Corps 3. 20-year Treasury as of October 11, 2019 4. Source: Duff & Phelps 5. Decile: Low Cap (8) with equity value range of $730.0 million to $1,292.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing 10-year and 20-year U.S. Treasury Bonds 8. Assumes 37.0% effective tax rate 98


EX-99.(c)(3)

Exhibit (c)(3)

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Preliminary Draft – Subject to Change Discussion Materials October 22, 2019 The Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC
Preliminary Draft – Subject to Change Table of Contents Executive Summary TGE Situation Analysis Overview of TGE A. Overview of Pony Express B. Overview of Rockies Express C. TGE Identified Growth Projects D. TGE Financial Projections Valuation of TGE Shares Appendix A. Weighted Average Cost of Capital B. TGE Shareholder Tax Impact Section I II III IV


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Preliminary Draft – Subject to Change These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC, the general partner of Tallgrass Energy, LP (“TGE” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership . These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee of the Partnership. These materials were compiled on a confidential basis for use by the Conflicts Committee of the Partnership in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.
Preliminary Draft – Subject to Change I. Executive Summary


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Preliminary Draft – Subject to Change Executive Summary ï® Evercore Group L.L.C. (“Evercore”) is pleased to provide the materials herein to the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC (“TGE GP” or the “General Partner”), the general partner of Tallgrass Energy, LP (“Tallgrass”, “TGE” or the “Partnership”), regarding the proposed acquisition by Blackstone Infrastructure Partners (“Blackstone” or “BIP”), its partners and respective affiliates (collectively, the “Blackstone Consortium”) of all Class A shares representing limited partner interests in the Partnership (each, a “Class A Share”) from the current holders of such shares other than Class A Shares held by the Blackstone Consortium, the General Partner or their respective affiliates (the “Proposed Transaction”), in exchange for $19.50 in cash per Class A Share (the “Proposed Consideration”) ï,„ On August 27, 2019, the Blackstone Consortium proposed to acquire the unaffiliated Class A Shares at a price of $19.50 per share • Represents a 35.9% premium to the closing price of the Class A Shares on August 27, 2019 and a 6.5% premium to TGE’s 30-day volume-weighted average price (“VWAP”), a 1.5% discount to TGE’s 60-day VWAP and a 6.0% discount to TGE’s 90-day VWAP as of August 27, 2019 ï® The materials herein review the Proposed Transaction, including the following: ï,„ An executive summary, including an overview of the Proposed Transaction detailing summary proposed terms, an overview of the Partnership’s current summary organizational structure and ownership, an analysis of financial metrics implied by the Proposed Transaction and certain issues for consideration by the Conflicts Committee ï,„ An overview of TGE’s current market situation and a review of TGE’s price performance following the merger of Tallgrass Energy GP, LP (“TEGP”) and Tallgrass Energy Partners, L.P. (“TEP”) on June 30, 2018 (the “MLP Buy-In”) ï,„ A review of TGE’s assets by segment including: (i) a review of the financial projections for TGE as provided by Partnership management (the “TGE Financial Projections”); (ii) a review of the assumptions utilized by Partnership management in deriving such financial projections and (iii) overviews of Rockies Express Pipeline, LLC (“REX” or “Rockies Express”) and Tallgrass Pony Express Pipeline, LLC (“PXP” or “Pony Express”) ï,„ A preliminary valuation of the TGE shares Overview of the Materials 1
Preliminary Draft – Subject to Change Executive Summary Overview of Proposed Transaction Evercore has been asked by the Conflicts Committee, whether, in Evercore’s opinion, as of the date of the opinion, the Proposed Consideration is fair, from a financial point of view, to the unaffiliated holders of Class A Shares Opinion Requested: Counterparties ï® Tallgrass Energy, LP ï® Blackstone Infrastructure Partners, its partners and respective affiliates Proposed Transaction Summary ï® The Blackstone Consortium to acquire all publicly owned Class A Shares from the holders of such shares other than Class A Shares held by the Blackstone Consortium, the General Partner or their respective affiliates ï® TGE will cease to be a publicly traded partnership Consideration ï® Holders of Class A Shares other than the Blackstone Consortium, the General Partner and their respective affiliates (the “Unaffiliated Class A Shareholders”) will receive $19.50 in cash for each Class A Share held Timing and Approvals ï® Requires approval of the Conflicts Committee ï® Requires approval from over 50.0% of TGE shareholders, including both Class A Shares and the Class B shares, which hold 100% of the voting power of Tallgrass Energy Holdings, LLC and are exchangeable, together with an equivalent number of Tallgrass Equity, LLC (“Tallgrass Equity”) units, for Class A Shares (the “Class B Shares”), owned by the Blackstone Consortium, TGE management and their respective affiliates ï® The Blackstone Consortium owns 100% of the membership interest in Tallgrass Energy Holdings, LLC ï® Requires a minimum of 5.3% of the Unaffiliated Class A Shareholders to approve Other ï® The Proposed Transaction is structured to be taxable to the Unaffiliated Class A Shareholders Source: TGE management and company filings 2


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Preliminary Draft – Subject to Change Summary TGE Organizational Structure Executive Summary Tallgrass MLP Operations, LLC Source: FactSet and company filings 1. Market data as of October 18, 2019 2. Limited Voting Rights, Exchange Right: One Tallgrass Equity unit and one Class B Share exchangeable for one Class A Share 3. Class B Shares redeemed from Tallgrass KC, LLC by TGE management following Blackstone’s acquisition of TGE interest held by Kelso & Co., The Energy & Minerals Group and Tallgrass KC, LLC announced on January 31, 2019 TMID Tallgrass Midstream, LLC TIGT Tallgrass Interstate Gas Transmission, LLC TPC Trailblazer Pipeline Company LLC Tallgrass Terminals Tallgrass Terminals, LLC REX Rockies Express Pipeline, LLC Tallgrass NatGas Tallgrass NatGas Operator, LLC BNN BNN Water Solutions, LLC Tallgrass Operations, LLC PXP Tallgrass Pony Express Pipeline, LLC PRG Powder River Gateway, LLC Tallgrass Energy, LP (“TGE”) Market Cap1: $5,340 million Net Debt1: $3,428 million Credit Rating: BB+ / Ba2 Tallgrass Equity, LLC (“Tallgrass Equity”) Tallgrass Energy Partners, LP (“TEP”) General Partner Interest: Not entitled to distributions from TGE Tallgrass Energy Holdings, LLC (“Holdings”) Tallgrass Energy GP, LLC 100% Limited Partner Interest Blackstone Consortium2 TGE Public Investors 100% Membership Interest 102,136,875 Tallgrass Equity Units 36.30% non-controlling and economic interest 100% Membership Interest Proposed Target Entity 152,334,868 Class A Shares 54.15% TGE interest Tallgrass Energy Finance Corp. 100% 100% 75% 100% 100% 100% 100% 100% 100% Natural Gas Transportation 23,652,463 Class A Shares 100,655,121 Class B Shares 124,307,584 Total Shares 44.19% TGE interest 179,197,416 Tallgrass Equity Units 63.70% controlling and economic interest Stanchion Stanchion Energy, LLC 100% 100% Crude Oil Transportation Gathering, Processing and Terminalling TGE Management (“Management Member”)2,3 3 3,210,085 Class A Shares 1,481,754 Class B Shares 4,691,839 Total Shares 1.67% TGE interest
Preliminary Draft – Subject to Change 4 Executive Summary The Blackstone Consortium’s Investment in Tallgrass Source: Company filings 1. 1,901,445 additional Class A Shares issued to BX subsequent to the transaction 2. Certain of the minority investors holding Class B Shares and Tallgrass Equity Units do not own membership interests in Holdings 3. Includes (i) a 99.9% limited partner interest held directly by Tallgrass Equity, (ii) a 0.1% limited partner interest held indirectly through Tallgrass Equity Investments, LLC and (iii) a general partner interest held indirectly through TEP GP 4. TGE, the managing member of Tallgrass Equity, and Tallgrass Equity, the sole member of TEP’s general partner, are not guarantors of the 2023 Notes, the 2024 Notes, the 2028 Notes or the revolving credit facility. In addition, partially owned subsidiaries and their direct and indirect subsidiaries are not guarantors of the 2023 Notes, the 2024 Notes, the 2028 Notes or the revolving credit facility 5. Based on TGE 2019E dividend per share of $2.18 and $274.2 million in dividends to Blackstone HoldCo 6. As of December 31, 2018; Rockies Express is unconsolidated at TGE 7. As of December 31, 2018; includes 75% of REX EBITDA and debt Transaction Overview Pro Forma Leverage ï® Blackstone HoldCo (~44% Interest in TGE) ï,„ Debt: $1,155 ï,„ Leverage: ~4.2x5 ï,„ CFR/CCR: B1 / B+ ï® Tallgrass Energy Partners, LP ï,„ Debt: $3,2066 ï,„ Leverage: ~3.5x ï,„ CFR/CCR: Ba2 / BB+ ï® Rockies Express Pipeline LLC6 ï,„ Debt: $2,0186 ï,„ Leverage: 3.0x ï,„ CFR/CCR: Ba1 / BBBA B C Blackstone, GIC, and Other Investors2 Tallgrass Energy Holdings, LLC (“Holdings”) TALLGRASS ENERGY FINANCE CORP. TALLGRASS MLP OPERATIONS, LLC OPERATING SUBSIDIARIES4 RCF due 2022 4.75% Notes due 2023 5.50% Notes due 2024 5.50% Notes due 2028 TGE PUBLIC INVESTORS TALLGRASS ENERGY GP, LLC TALLGRASS ENERGY, LP TALLGRASS EQUITY, LLC TALLGRASS ENERGY PARTNERS, LP 100% Membership Interest 100% Membership Interest General Partner Interest: Not entitled to distributions from TGE 153,949,530 Tallgrass Equity Units 55.78% controlling and economic interest 100% Membership Interest3 122,406,139 Tallgrass Equity Units 43.55% controlling and economic interest $1,155 Term Loan 21,751,018 Class A Shares 100,655,121 Class B Shares 43.55% limited partner interest RCF due 2020 5.625% Notes due 2020 7.500% Notes due 2038 6.875% Notes due 2040 Management Member A B C ï® On January 31, 2019, the Blackstone Consortium and Tallgrass announced Blackstone had entered into an agreement with affiliates of Kelso & Co., The Energy & Minerals Group and Tallgrass KC, LLC to acquire 100% of the membership interest in TGE’s general partner as well as approximately 44% of the limited partner interests in TGE for cash consideration of approximately $3.2 billion ï,„ The Blackstone Consortium acquired 122,406,139 Class B Shares for $26.25 per share, representing a 9.4% premium to TGE’s prior day closing price1 • Prior to closing, Tallgrass KC, LLC converted 21,751,018 Class B Shares and Tallgrass Equity Units into 21,751,018 Class A Shares, which were acquired by the Blackstone Consortium1 • TGE management retained 1,481,754 Class B Shares ï,„ Implied TGE enterprise value of approximately $10.6 billion ï® The transaction closed on March 11, 2019 ($ in millions) 153,949,530 Class A Shares 55.78% limited partner interest 3,210,085 Class A Shares 1,481,754 Class B Shares 1.67% limited partner interest Total Debt (Blackstone HoldCo + Tallgrass + REX) / Total Adjusted EBITDA7: 6.0x


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Preliminary Draft –Subject to Change Executive Summary Overview of TGE Management’s Side Letter ï® On January 30, 2019, Prairie GP Acquiror LLC entered into an agreement (the “Management Side Letter”) with certain members of management (each, a “Management Member”) providing rights to the Management Member in the event of a take-private transaction Management Side Letter Key Terms ï® Management Member is subject to a one-year Lockup Period beginning on the closing date, March Lockup Period 11, 2019 ï® In the event of a take-private transaction by the Blackstone Consortium, the Management Member In the Event of a Take-can sell at the higher of (i) the Proposed Consideration offered to the Unaffiliated Class A Private Transaction Shareholders or (ii) $26.25 per Class A Share and Class B Share ï® The Management Member has the opportunity to elect to accept the cash consideration or to Roll-Over Interests convert/exchange/roll-over interests into the privately owned Tallgrass entity on to-be-negotiated terms ï® In the event that a take-private transaction has not occurred by the end of the Lockup Period, the Expiration Blackstone Consortium will pay $3.82 per Class A Share and Class B Share to the Management Member within five business days following the expiration ï® During the Lockup Period, the Management Member must vote any and all Class A and Class B Voting Shares held by such Management Member in a manner consistent with the recommendation of the Board of Directors of TGE GP ï® The Management Member agrees that it will not engage in any activities that compete with Tallgrass Non-Competition in designated businesses and areas effective until June 30, 2020 Source: Company filings 5
Preliminary Draft –Subject to Change Executive Summary Overview of the Proposed Consideration ($ in millions, except per share amounts) Adjusted Proposed Management Management Consideration Side-Letter1 Side-Letter Consideration per Share $19.50 $20.50 $21.50 $22.43 $23.50 $24.50 $25.50 $26.25 $26.50 Implied Premium / (Discount): TGE Unaffected Share Price as of 8/27/19 ($14.35) 35.9% 42.9% 49.8% 56.3% 63.8% 70.7% 77.7% 82.9% 84.7% TGE Current Share Price as of 10/18/19 ($18.98) 2.7% 8.0% 13.3% 18.2% 23.8% 29.1% 34.4% 38.3% 39.6% 10-Day VWAP as of 8/27/19 ($15.52) 25.6% 32.1% 38.5% 44.5% 51.4% 57.8% 64.3% 69.1% 70.7% 20-Day VWAP as of 8/27/19 ($16.77) 16.3% 22.3% 28.2% 33.8% 40.2% 46.1% 52.1% 56.6% 58.1% 30-Day VWAP as of 8/27/19 ($18.30) 6.5% 12.0% 17.5% 22.5% 28.4% 33.9% 39.3% 43.4% 44.8% 60-Day VWAP as of 8/27/19 ($19.80) (1.5%) 3.6% 8.6% 13.3% 18.7% 23.8% 28.8% 32.6% 33.9% 90-Day VWAP as of 8/27/19 ($20.75) (6.0%) (1.2%) 3.6% 8.1% 13.3% 18.1% 22.9% 26.5% 27.7% Total Shares Outstanding 281.3 281.3 281.3 281.3 281.3 281.3 281.3 281.3 281.3 Implied Offer Value (100.0% Basis) $5,486.0 $5,767.4 $6,048.7 $6,310.3 $6,611.4 $6,892.7 $7,174.0 $7,385.0 $7,455.4 Plus: Long Term Debt 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 3,437.5 Less: Cash (9.4) (9.4) (9.4) (9.4) (9.4) (9.4) (9.4) (9.4) (9.4) Transaction Value $8,914.1 $9,195.4 $9,476.7 $9,738.4 $10,039.4 $10,320.8 $10,602.1 $10,813.1 $10,883.4 Transaction Value / EBITDA 2 Metric 2020E $866.5 10.3x 10.6x 10.9x 11.2x 11.6x 11.9x 12.2x 12.5x 12.6x 2021E 991.5 9.0 9.3 9.6 9.8 10.1 10.4 10.7 10.9 11.0 2022E 1,109.9 8.0 8.3 8.5 8.8 9.0 9.3 9.6 9.7 9.8 (Transaction Value + Capital Expenditures) / EBITDA 2 2020E $866.5 11.3x 11.6x 11.9x 12.2x 12.6x 12.9x 13.2x 13.5x 13.6x 2021E 991.5 10.7 11.0 11.3 11.5 11.8 12.1 12.4 12.6 12.7 2022E 1,109.9 10.2 10.5 10.8 11.0 11.3 11.5 11.8 12.0 12.0 Unaffiliated Class A Shares 155.5 155.5 155.5 155.5 155.5 155.5 155.5 155.5 155.5 Consideration per Class A Share $19.50 $20.50 $21.50 $22.43 $23.50 $24.50 $25.50 $26.25 $26.50 Implied Offer Value to Unaffiliated Class A Shareholders $3,033.1 $3,188.7 $3,344.2 $3,488.9 $3,655.3 $3,810.9 $3,966.4 $4,083.1 $4,121.9 Source: Bloomberg, FactSet, public filings, TGE management 1. Management Side Letter floor price of $26.50 per share less $3.82 per Class A and Class B Share after March 11, 2020 2. TGE Financial Projections 6


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Preliminary Draft –Subject to Change Executive Summary TGE Indexed Trading Performance vs. Peers 30.0% Six Months Preceding Take-Private Offer: February 27, 2019 to August 27, 2019 Since August 27, 2019 20.0% 16.9% 10.0% 6.1% 3.8% —% (3.1%) (3.5%) (10.0%) (15.4%) (16.2%) (17.3%) (20.0%) August 27, 2019, after market close: Blackstone Consortium announces Proposed Transaction Six-Month (27.9%) (30.0%) Correlation Price Performance Implied TGE Implied 1 2 Coefficient Peer Since Announcement Share Price Premium 0.944 ENLC (1.8%) $14.09 38.4% 0.886 WMB (0.0%) 14.34 35.9% (38.1%) (40.0%) 0.867 ENB 9.8% 15.75 23.8% 0.860 TRGP 21.3% 17.40 12.0% 0.721 PAA (6.8%) 13.37 45.8% (50.0%) Weighted Average 6.3% $15.26 27.8% 2/27/19 4/6/19 5/15/19 6/23/19 8/1/19 9/9/19 10/18/19 TGE CEQP ENBL ENB ENLC KMI PAA TCP TRGP WMB Source: FactSet, Public filings Note: Energy Transfer LP excluded from peer group due to recently announced acquisition of SemGroup Corporation 1. Correlation coefficient of TGE to peer price performance from February 27, 2019 to August 27, 2019 2. Peer unit/share price performance since August 27, 2019 7
Preliminary Draft –Subject to Change Executive Summary Updates to Evercore’s Evaluation Since October 15, 2019 Conflicts Committee Meeting ï® Since its materials provided to the Conflicts Committee dated October 15, 2019, Evercore has: ï,„ Updated unit and share prices and other data from October 11, 2019 to October 18, 2019 ï,„ Incorporated comparisons of the Proposed Consideration to TGE’s 60-day and 90-day VWAP ï,„ Updated Wall Street research forecasts and price targets and provided detail regarding research forecasts and price targets prior to the announcement of the Proposed Transaction ï,„ Included detailed financial projections and assumptions for Crude Oil Transportation and REX as received from TGE management ï,„ Increased annual Crude Oil Transportation EBITDA in the valuation of TGE shares by approximately $0.3 million of annual maintenance capital expenditures in each of the years ending December 31, 2020E through 2024E, given additional detail provided by TGE management ï,„ Adjusted TMID weighted average cost of capital (“WACC”) range from 7.0% to 8.0% to 7.5% to 8.5% given changes in market metrics ï,„ Adjusted BNN 2021E EBITDA multiple from 5.0x to 7.0x to 4.5x to 6.5x given changes in market metrics ï,„ Provided a summary TGE shareholder tax impact analysis in the Appendix based on information publicly-disclosed by TGE 8


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Preliminary Draft –Subject to Change II. TGE Situation Analysis
Preliminary Draft –Subject to Change TGE Situation Analysis Summary Market Data ($ in millions, except per share amounts) Market Capitalization Balance Sheet and Credit Data As of October 18, 2019 As of June 30, 2019 Total Shares Outstanding1 281.3 Cash and Marketable Securities $9.4 Share Price $18.98 Short-Term Debt —Total Equity Value $5,339.7 Long-Term Debt 3,437.5 Plus: Net Debt 3,428.1 Total Debt $3,437.5 Enterprise Value $8,767.8 Net Debt $3,428.1 Plus: Shareholders’ Equity 1,870.4 TGE Financial Projections Consensus Data Net Book Capitalization $5,298.5 Metric Yield/Multiple Metric Yield/Multiple Dividend Yield Revolver Availability / Total Revolver Capacity $795.9 / $2,250.0 Current $2.20 11.6% $2.20 11.6% Net Debt / Net Book Cap 64.7% 2020E 2.25 11.9% 2.23 11.7% Net Debt / 2020E EBITDA 3.8x 2021E 2.25 11.9% 2.24 11.8% Net Debt / 2021E EBITDA 3.7 2022E 2.26 11.9% NM Current Ratings (Senior Unsecured): EV/EBITDA Moody’s Ba2 (Stable) 2020E $866.5 10.1x $911.0 9.6x S&P BB+ (Positive) 2021E 991.5 8.8 938.5 9.3 Fitch BBB- (Stable) 2022E 1,109.9 7.9 1,001.6 8.8 Share Price and Dividend Information $30.00 $2.50 Di $25.00 $2.25 vi ic e r $20.00 $2.00 dend P e har $15.00 $1.75per S S $10.00 $1.50 e har $5.00 $1.25 $— $1.00 6/30/18 9/17/18 12/5/18 2/22/19 5/12/19 7/30/19 10/18/19 Dividend per Share Share Price Source: FactSet and Company filings 1. Includes 179.2 million Class A Shares and 102.1 million Class B Shares 9


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Preliminary Draft –Subject to Change TGE Situation Analysis TGE Trading Performance Since the MLP Buy-In 6/30/18: 8/1/18: 11/13/18: 11/26/18: 3/11/19: 6/28/19: TEGP stock-for-unit Announces plans to develop Announces expansion of Announces commercial BIP closes purchase of TGE and Kinder merger with TEP closes, Seahorse Pipeline and PXP’s mainline capacity and agreement with controlling interest in Morgan, Inc. (“KMI”) forming TGE Plaquemines Liquids associated binding open unaffiliated third-party TGE for approximately announce joint tariff Terminal season shipper for Seahorse $3.2 billion open season to increase Pipeline crude oil capacity out of 7/10/18: 8/15/18: the Bakken Formation Announces Announces binding open 10/15/18: 5/1/19: TGE and Silver Creek 1/31/19: Announces open binding open season for Seahorse Midstream, LLC agree to BIP enters into a season for further PXP season for the Pipeline 8/27/19: expand the Powder River definitive agreement to expansion Iron Horse TGE announces receipt Gateway JV acquire a controlling Pipeline of take-private proposal interest in TGE from 9/11/18: from the Blackstone Kelso & Co., the Energy Announces Investment Grade credit ratings upgrade from Consortium for $19.50 & Minerals Group and Fitch for TGE and REX per share Tallgrass KC, LLC $30.00 25,000 $27.50 22,500 $25.00 20,000 $22.50 17,500 V l o e $20.00 15,000 umes Shar i ( n t Per $17.50 12,500 ous h rice P $15.00 10,000 and ) s $12.50 7,500 $10.00 5,000 $7.50 2,500 $5.00 --6/30/2018 10/3/2018 1/6/2019 4/11/2019 7/15/2019 10/18/2019 TGE Volume TGE Price Source: FactSet, TGE public filings 10
Preliminary Draft –Subject to Change TGE Situation Analysis Ratings Agency Commentary Current Ratings Credit Opinion February 25, 2019: Senior Ba2ï® Benefits include its predominantly interstate pipeline asset base with consistent Unsecured: cash flow from long-term transportation contracts and moderate leverageï® PXP is positioned as a competitive crude oil transportation option with access Outlook: Stable to multiple basins, downstream refineries and the Cushing, OK crude oil storage hubï® The contract extension of Continental Resources, Inc. and the development of Iron Horse Pipeline significantly improves PXP’s post-2020 recontractibility Analyst: Sreedhar Konaï® Vulnerabilities include predominately “supply-push” customers, average credit quality of customers is speculative-grade, recontracting risk and cash flow uncertainty for PXP and REX West-to-East February 21, 2019: Senior BB+ï® Excellent business risk profile reflected by the partnership’s fee-based multi- Unsecured: year contracts with over 90% of EBITDA consisting of take-or-pay contractsï® Expectation that the TGE financial policy stays the same, since Blackstone Outlook: Positive Infrastructure Partners is a long-term investor in the partnership ï® Susceptible to a large percentage of PXP’s contracts rolling off within the next 12 to 18 months Analyst: Mike Llanosï® Vulnerability to poor commodity pricing resulting in volumetric decline and contracted customers inability to meet their contractual obligations September 3, 2019: Senior BBB-ï® Expectation that Tallgrass exhibits near-term cash flow and earnings stability Unsecured: with most of its revenue being volume- and commodity price-insensitiveï® Significant steps towards mitigating near-term recontracting risk for REX and Outlook: Stable PXP in 2019 and 2020 through recent projects and contractual extensionsï® Potential events leading to a negative ratings impact include:ï,„ Inability to recontract expiring REX or PXP capacity at rates supportive of maintaining consolidated leverage of 4.8x-5.2x Analyst: Peter Molica ï,„ Negative ratings at REX, or a decline in cash flow up to TEP from REX Source: Moody’s, S&P Global Ratings, Fitch Ratings 11


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Preliminary Draft –Subject to Change TGE Situation Analysis Wall Street Research ($ in millions, except per share amounts) Analyst Summary Price Targets Recommendations Pre-Announcement Post-Announcement (Pre-August 27, 2019) (Post-August 27, 2019) Target Target Firm Analyst Date Recommendation Price Date Recommendation Price Buy Hold Baird Ethan Bellamy 04/25/19 Buy $28.00 10/17/19 Hold $20.00 (3) (9) Barclays Christine Cho 07/25/19 Hold 24.00 10/15/19 Hold 20.00 Hold 33% Citi Timm Schneider 07/21/19 Buy 23.00 10/14/19 Hold 19.50 100% (6) Wells Fargo Michael Blum 07/26/19 Hold 25.00 10/14/19 Hold 20.00 67% Stifel Selman Akyol 07/26/19 Buy 26.00 10/10/19 Hold 20.00 TPH Colton Bean 07/24/19 Hold 24.00 10/09/19 Hold 19.50 Piper Jaffray Pearce Hammond 08/01/19 Hold 24.00 10/07/19 Hold 24.00 Goldman Sachs Michael Lapides 08/07/19 Hold 18.00 08/28/19 Hold 18.00 MUFG Barrett Blaschke 07/25/19 Hold 27.00 08/28/19 Hold 20.00 Mean: $24.33 Mean: $20.11 Median: 24.00 Median: 20.00 Pre-Announcement Post-Announcement Min: 18.00 Min: 18.00 Max: 28.00 Max: 24.00 Dividend per Share Estimates EBITDA Estimates 2.342.24 2.202.22$2.252.23 2.24 2.202.22 2.252.24 2.24 2.22 2.26 $2.16 $$ $$ $ $$ $$ $ $ $$1,109.9$ 1,006.4 997.1 991.5 1,006.8 1,001.6 1.68 1.68 911.0 914.0$937.3 911.0 943.0 $ $938.5 918.0 $ $ $ $ 869.1 $866.5 $ $ $ 819.0$ $ $ 822.8 $ $ 783.0 $ $ $ NANA NA NANA NANA A N NANANA NANANA NA NM NANA NA NANA NANA NA NA NANA NANANA NA 2020E 2021E 2022E 2020E 2021E 2022E Baird Barclays Citi Wells Fargo Stifel TPH Piper Jaffray Goldman MUFG TGE Financial Projections Consensus Source: TGE management, FactSet, Bloomberg, Company filings 12
Preliminary Draft –Subject to Change TGE Situation Analysis Equity Ownership Summary – TGE Class A Shares June 30, 2019 December 31, 2018 Shareholder Position Shareholder Position Position Change Invesco Advisers, Inc. 25,060,527 Invesco Advisers, Inc. 26,697,437 (1,636,910) Tortoise Capital Advisors LLC 19,292,154 Tortoise Capital Advisors LLC 25,270,921 (4,720,601) ALPS Advisors, Inc. 13,962,804 ALPS Advisors, Inc. 14,755,708 (792,904) Kayne Anderson Capital Advisors LP 6,922,704 Kayne Anderson Capital Advisors LP 8,822,918 (1,900,214) Advisory Research, Inc. 5,829,762 Advisory Research, Inc. 7,569,698 (1,739,936) ClearBridge Investments LLC 5,168,586 Salient Capital Advisors LLC 6,701,245 (2,433,258) Salient Capital Advisors LLC 4,267,987 ClearBridge Investments LLC 5,055,467 113,119 Energy Income Partners LLC 3,613,444 Jennison Associates LLC 3,753,362 (555,807) Jennison Associates LLC 3,197,555 JPMorgan Securities LLC (Investment Management) 3,747,416 (741,380) JPMorgan Securities LLC (Investment Management) 3,006,036 RR Advisors LLC 3,186,000 (445,000) RR Advisors LLC 2,741,000 Merrill Lynch, Pierce, Fenner & Smith, Inc. (Invt Mgmt) 2,627,617 (348,857) Merrill Lynch, Pierce, Fenner & Smith, Inc. (Invt Mgmt) 2,278,760 Duff & Phelps Investment Management Co. 2,034,101 (282,070) Duff & Phelps Investment Management Co. 1,752,031 Eagle Global Advisors LLC 1,916,230 (584,660) Oxbow Advisors LLC 1,718,180 Cushing Asset Management LP 1,855,165 (1,690,984) UBS Securities LLC 1,672,898 Oxbow Advisors LLC 1,787,438 (69,258) Brookfield Public Securities Group LLC 1,659,874 Pennsylvania Public School Employees Retirement System 1,400,901 (442,075) Eagle Global Advisors LLC 1,331,570 UBS Securities LLC 1,357,686 315,212 Goldman Sachs Asset Management LP 1,126,066 Miller/Howard Investments, Inc. 1,350,542 (440,260) CIBC Private Wealth Advisors, Inc. 1,107,285 Global X Management Co. LLC 1,255,586 (161,984) Global X Management Co. LLC 1,093,602 Brookfield Public Securities Group LLC 1,043,001 616,873 Pacific Investment Management Co. LLC 1,082,832 BlackRock Advisors LLC 1,005,072 30,192 BlackRock Advisors LLC 1,035,264 CIBC Private Wealth Advisors, Inc. 958,143 149,142 Pennsylvania Public School Employees Retirement System 958,826 Morgan Stanley Smith Barney LLC (Invt Mgmt) 932,852 (35,142) Miller/Howard Investments, Inc. 910,282 The Northwestern Mutual Life Insurance Co. (Invt Port) 928,326 (18,082) The Northwestern Mutual Life Insurance Co. (Invt Port) 910,244 UBS Financial Services, Inc. 827,357 (188,605) Morgan Stanley Smith Barney LLC (Invt Mgmt) 897,710 Barclays Bank Plc (Private Banking) 553,288 23,846 Susquehanna Financial Group LLLP 797,632 Yaupon Capital Management LP 536,030 (536,030) Amundi Pioneer Asset Management, Inc. 765,706 Dividend Assets Capital LLC 509,097 (102,269) Catalyst Capital Advisors LLC 685,997 The Vanguard Group, Inc. 504,538 (244,817) Citadel Advisors LLC 648,578 Goldman Sachs Asset Management LP 489,614 636,452 Total Top 30 Institutional Shareholders 115,495,896 Total Top 30 Institutional Shareholders 129,432,756 (18,226,267) Plus: Other Institutional 40,891,369 Plus: Other Institutional 28,933,545 Plus: Insiders1 27,843,155 Plus: Insiders 6,281,253 Total Shares Outstanding as of June 30, 2019 179,197,416 Total Shares Outstanding as of December 31, 2018 156,353,761 Short Position as of June 30, 2019 5,033,004 Short Position as of December 31, 2018 8,293,793 Short Position as % of Total Shares 2.8% Short Position as % of Total Shares 5.3% Source: FactSet and public filings 1. On March 11, 2019, 21.7 million Class B Shares converted to Class A Shares as a result of the Blackstone Consortium’s acquisition of Kelso & Co. and The Energy & Minerals Group interest 13


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Preliminary Draft –Subject to Change III. Overview of TGE
Preliminary Draft –Subject to Change Overview of TGE TGE Asset Map Including REX Zone 1 and Zone 2 Legend West Frenchie Cheyenne Connector Draw Treater Hereford Lateral Iron Horse Great Plains Powder River Express PXP REX TIGT Douglas TMID Natural Gas Gathering Processing Plant TMID Crude Oil Gathering Casper Trailblazer Processing Plant BNN Water Solutions Cheyenne Hub Huntsman Storage Facility PXP Pump Station Western TMID Compressor Station TMID Processing Plant TMID Treater Terminal Colorado TIGT Compressor Station Water Trailblazer Compressor Station Asset-Level EBITDA 2020E 2021E Terminals Terminals 4% 3% Growth Capital Crude Oil Crude Oil BNN & TMID BNN & TMID Expenditures / Transportation Transportation 17% 17% Acquisitions 21% 26% 2% Stanchion 1% Stanchion Growth Capital 1% Non-REX Gas Expenditures / Transportation 1 Acquisitions Pipelines REX 18% 1 10% 32% REX 41% Non-REX Gas Transportation Pipelines 8% Source: TGE management 1. TGE’s 75% equity interest 14


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Overview of TGE TGE Asset Map Including REX Zone 3 and Additional BNN Assets Legend REX BNN Water Solutions Eastern Additional BNN Assets North Dakota West Texas South Texas 15
Preliminary Draft –Subject to Change Overview of TGE Rig Counts by Supply Basin U.S. Rig Count by Basin 60 65 Rig Count in TGE Supply Basins 55 55 58 44 188 176 156 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current1 24 19 20 17 15 11 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current1 Mar-19 Jun-19 Current1 29 26 22 70 64 43 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current 1 454 441 Total U.S. Rig Count 422 1,006 Mar-19 Jun-19 Current 1 967 57 78 71 60 53 851 52 TGE Supply Basins 1 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current Source: Baker Hughes, Rig Data 1. As of October 18, 2019 16


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Preliminary Draft –Subject to Change Overview of TGE Economics by Supply Basin TGE Supply Basin Breakeven Oil Prices1 $60 $48 $48 $50 $42 $42 $44 $40 $40 $38 $38 $38 $38 $38 $40 $36 $36 $34 $34 $34 $34 $34 l) b $32 $32 $32 B $28 $28 / $30 $ ( $20 $10 $0 e r—e r ne Oil e r mp are ft ft p and — o ng (600 iquid al WCB w l WCB k 1000 ( UR) B P Ov ded / m / EUR) L er E Middle 7.5k elawa 5.5 STACK Spri K tenberg Core tenberg ten elawa/ Midland Mid Liquids Midland Average t (North) t (South) Montney Lat Dela lfca D Wolfcamp Delaware Wolfcamp oe 2nd COO Woodford Delaware Wolfcamp D Wolfca Codell SCOOP STACK ft o—ft ft—Ex attenberg Eagleford — ft S Pressured mboe Wa Wa Condensate Condensate Condensate W k mb Bakken s200BBL W 10k LSB/WCA k 10 7.5 LSB/WCA 5.5k LSB/WCA/WCB Leonard/Avalon Bakken STAC Cana Duvernay Inner Research Commentary “Help is expected for North Dakota’s oil and gas producers, which continue to combat increases in flared gas as output increases in the Bakken Shale…Significant processing and liquids pipeline takeaway capacity has been added since August and more than 600 MMcfd of processing capacity is due to enter service by early 2020.” – Richard Nemec, Natural Gas Intelligence, 9/18/2019 “Earlier today, the Cheyenne Connector received FERC approval which will allow incremental residue gas takeaway to come online in Q1 2020 (originally Q4 2019). As we learned from our DJ midstream field trip this week, DCP’s Plant 11 (O’Connor II plant) has been running at a constrained ~100 MMcfd since its early August start-up, well below total capacity of 300 MMcfd (including 100 MMcfd of bypass) as a result of continued tightness in residue gas takeaway. This constraint along with DCP/WES plant maintenance downtime is likely to result in more tempered basin-wide growth in Q3. However, FERC’s approval of TGE’s Cheyenne Connector is the last hurdle for DJ infrastructure debottlenecking, and sets the basin up for meaningful growth in 2020.” Source: Wall Street research – William Featherston, Credit Suisse, 9/20/2019 1. Breakeven oil price necessary to achieve 10% IRR 17
Preliminary Draft –Subject to Change Overview of TGE U.S. Crude Oil Production U.S. Lower 48 Onshore Crude Oil Production Projections by Basin – 2019E-2033E (MMBpd) ï® Bakken formation crude oil production is projected to increase by 4.9% from 2019E to 2023E and by 3.1% from 2019E to 2033Eï® DJ basin crude oil production is projected to increase by 4.1% from 2019E to 2023E and by 1.4% from 2019E to 2033E 12.0 2019E – 2033E Permian Eagle Ford Growth Bakken DJ / Niobrara Woodford Austin Chalk 0.4% 10.0 Utica Other 3.0% 3.0% (1.2%) 1.4% 8.0 3.1% 6.0 0.2% 4.0 2.8% 2.0 — 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Source: EIA TGE Supply Basin 18


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Preliminary Draft –Subject to Change Overview of TGE Other Natural Gas Transportation (“Non-REX Natural Gas Transportation”) Tallgrass Interstate Gas Transmission, LLC (“TIGT”) Trailblazer Pipeline Company LLC (“Trailblazer”) ï® TIGT owns and operates approximately 4,641 miles of ï® On April 1, 2014, TEP completed the acquisition of natural gas transportation pipelines serving Wyoming, Trailblazer, which owns the Trailblazer Pipeline, from Colorado, Kansas, Missouri and Nebraska Tallgrass Development, LP (“Tallgrass Development”) for total consideration of approximately $164 million ï,„ Approximately 2.0 billion cubic feet per day (“Bcfd”) of transportation capacity with approximately 80.0% of ï® Trailblazer is a 465-mile, FERC-regulated natural gas capacity under firm contract1 pipeline that begins along the border of Wyoming and Colorado and extends to Beatrice, Nebraska ï® TIGT also owns the Huntsman Natural Gas Storage Facility, located in Cheyenne County, Nebraskaï,„ Total system design capacity of approximately 902 million cubic feet per day (“MMcfd”), a majority of whichï,„ Approximately 16.0 billion cubic feet (“Bcf”) of FERC- 1 is under firm transportation contracts with a weighted-certificated working gas storage capacity average remaining life of approximately five years as of December 31, 2018 Non-REX Natural Gas Transportation EBITDA ($MM) Non-REX Natural Gas Transportation Map $89.8 $89.7 $87.9 $84.1 $82.0 Cheyenne $78.9 Beatrice $75.8 Legend TIGT Trailblazer 2017A 2018A 2019E 2020E 2021E 2022E 2023E Compressor Station Huntsman Storage Facility Source: TGE investor presentations, website and public filings 1. As of December 31, 2018 19
Preliminary Draft –Subject to Change Overview of TGE Tallgrass Midstream, LLC (“TMID”) ï® TMID owns and operates one natural gas and one crude oil gathering system, two natural gas processing plants, two NGL pipelines and one fractionator in the Powder River Basinï,„ Combined natural gas processing capacity of approximately 190 MMcfd ï,„ The Casper Processing Plant has 3.5 thousand barrels per day (“MBpd”) of NGL fractionation capacity ï,„ The NGL pipelines connect a third-party processing plant in Northeast Colorado to an interconnect with Overland Pass Pipeline (owned by The Williams Companies, Inc. and ONEOK, Inc. (“ONEOK”)) and the Douglas Processing Plant to an interconnect with ONEOK’s Bakken NGL Pipeline ï,„ TEP acquired the Douglas Natural Gas Gathering System from DCP Midstream Partners, LP for cash consideration of approximately $128 million in June 2017 ï,„ In August 2017, TEP acquired Outrigger Energy LLC’s crude oil gathering system in the Powder River Basin for approximately $36 millionï® TMID also owns a natural gas treating facility located in West Frenchie Draw, WY TMID EBITDA ($MM) TMID Map Benefit of approximately $89 million of growth capital expenditures primarily Legend attributed to connecting new wells and building out the gathering system $51.1 TMID Natural Gas Gathering $49.8 TMID Crude Oil Gathering $47.1 Compressor Station $41.5 Processing Plant Treater $33.0 $31.1 West Frenchie Draw Treater $20.7 2017A 2018A 2019E 2020E 2021E 2022E 2023E Casper Douglas Processing Plant Processing Plant Source: TGE investor presentations, website and public filings 20


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Preliminary Draft –Subject to Change Overview of TGE BNN Water Solutions, LLC (“BNN”) ï® In Q4 2013, TEP entered into a joint venture agreement with BNN Energy LLC to invest in the construction and operation of a fresh water transportation pipeline located in Weld County, CO ï,„ In Q2 2014, TEP expanded the joint venture by combining its 50.0% interest in a freshwater transportation pipeline in Weld County, CO, with the 50.0% interest of its joint venture partner into a newly formed entity, BNN Water Solutions, LLC, which is also engaged in wastewater reclamation from municipalities in Texas Transaction Date Basin Value ($MM) Commentary Additional 12.0% Equity Interest in BNN May 20, 2015 N/A $0.6 Acquired an additional 12.0% equity interest in BNN from NR2, LLC The acquisition of Whiting Oil & Gas Corporation’s Redtail Saltwater Redtail Water Business December 16, 2015 DJ $75.0 Disposal and Fresh Water Transportation and Storage System in Weld County, CO The acquisition of a 63% interest in freshwater facilities in Weld Freshwater Facilities July 26, 2017 DJ $7.0 County, CO Clarkelen Water Disposal Facility August 2017 Powder River N/A Currently capable of disposing up to 40 MBpd A produced water gathering and disposal system with approximately BNN North Dakota January 2018 Williston $95.0 133,000 acres under dedication NGL Water Solutions Bakken, LLC December 3, 2018 Williston $91.0 Five saltwater disposal wells from NGL Energy Partners LP Owns a 100% interest in Central Environmental Services; seller Marcellus / 92.0% Interest in CES Holdings, Inc May 1, 2019 $52.0 received a 7.65% interest in the acquiring entity, BNN Eastern, LLC Utica and assets include a saltwater disposal facility in Southeastern Ohio BNN EBITDA ($MM) BNN Map $136.3 $136.7 North Dakota Eastern $127.2 $104.7 Great Plains $74.0 Western $43.4 $23.1 Colorado Water 2017A 2018A 2019E 2020E 2021E 2022E 2023E West Texas South Texas Source: TGE investor presentations, website and public filings 21
Preliminary Draft –Subject to Change Overview of TGE Tallgrass Terminals, LLC (“Terminals”) Tallgrass Terminals, LLC owns and operates assets Terminals Mapï® providing storage capacity and additional injection points for Pony Express, including a terminal approximately five miles east of Sterling, CO (the “Sterling Terminal”), a Guernsey South Terminal PRE Guernsey terminal near Buckingham, CO (the “Buckingham Terminal”), a 60% interest in Terminal Deeprock Development, LLC (“Deeprock Development”) and approximately 900 acres of surface real property Guernsey ï,„ The Sterling Terminal is a 1.3 million barrel (“MMBbl”) shell capacity crude oil storage terminal located approximately five miles east of Sterling, CO at Pawnee Terminal the intersection of PXP’s Guernsey-to-Sterling line segment and the Northeast Colorado Lateral (“NECL”) Sterling Terminal ï,„ The Buckingham Terminal is a 42 MBpd crude oil truck unloading terminal located 0.25 miles from Colorado State Highway 14 in Buckingham, CO Natoma Terminal ï,„ The Deeprock Terminal is a 2.3 MMBbl shell capacity crude oil storage terminal located approximately three miles northeast of Cushing, OK Buckingham Terminal • In July 2017, Terminals acquired an additional 49% interest in the Deeprock Terminal Grasslands Terminal • Deeprock Terminal is a joint venture between KMI (11%), Deeprock Energy Resources LLC (20%) and TGE (69%)ï® In January 2018, Terminals acquired a 38% interest in Deeprock North, LLC (“Deeprock North”), which owns a crude oil terminal in North Cushing, OK, immediately adjacent to the Deeprock Development crude oil terminal facility, for $19.5 million Legend Deeprock Terminalï® Immediately following the acquisition, Deeprock North merged into Deeprock PXP Development, increasing storage capacity to 4.0 MMBbl Hereford Lateral ï® On January 3, 2018, Terminals entered into an agreement to acquire a 51% Terminal Cushing interest in a Pawnee, CO crude oil terminal from Zenith Energy Management for approximately $31 million Terminals EBITDA ($MM)ï® In April 2018, the Natoma Terminal, a 0.1 MMBbl facility located in North-Central Kansas, was placed into service and can deliver up to 20 MBpd of $36.0 $36.6 $37.0 $37.6 $38.1 crude oil to PXP $26.7 Terminals recently constructed the approximately MMBbl Grasslands $12.2 ï® 0.3 Terminal, located in Platteville, CO, which was placed in service in Q2 2019, bringing Terminals total storage capacity to approximately 5.9 MMBbls 2017A 2018A 2019E 2020E 2021E 2022E 2023E Source: TGE investor presentations, website and public filings 22


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Preliminary Draft –Subject to Change A. Overview of Pony Express
Preliminary Draft –Subject to Change Overview of Pony Express Pony Express Pipeline, LLC PXP Map ï® TEP acquired PXP from Tallgrass Development in four transactions for aggregate consideration of over $2.05 billion: (i) 33.3% of PXP for Legend $600.0 million in September 2014; (ii) 33.3% of PXP for $700.0 million in PXP March 2015; (iii) 31.3% of PXP for $743.6 million in January 2016 and Hereford Lateral (iv) the remaining 2.0% interest in February 2018 Terminal Pump Station ï® PXP’s Guernsey-to-Cushing Mainline began commercial service in Guernsey South McPherson Refinery Terminal October 2014 and NECL began commercial service in late April 2015 El Dorado Refinery PRE Guernsey ï® In January 2018, PXP completed connections to Holly Frontier Terminal Corporation’s 135 MBpd El Dorado Refinery and CHS, Inc.’s 100 MBpd Guernsey McPherson Refinery ï® The Platteville Extension is a 55-mile lateral connecting PXP to the Pawnee Terminal Grasslands Terminal and was placed into service in Q2 2018 ï® On May 1, 2019, TGE announced the expansion of PXP’s Mainline Sterling Terminal capacity in addition to the construction of the Hereford Lateral, a 30-mile, 12-inch pipeline from Hereford, CO to Pawnee, CO On October 1, 2019, TGE announced a binding open season soliciting Natoma Terminal ï® shipper commitments under a joint tariff between PXP and Iron Horse Buckingham Terminal Pipeline Grasslands PXP EBITDA ($MM)1 Terminal $336.0 $260.4 $231.2 $232.1 $239.9 $242.4 $223.9 Deeprock Terminal Cushing 2017A 2018A 2019E 2020E 2021E 2022E 2023E Source: TGE investor presentations, website and public filings 1. Includes PRG Distributions to TGE 23


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Preliminary Draft –Subject to Change Overview of Pony Express Upstream Pipelines ï® For the three months ended June 30, 2019, Pony Express transported an average of 347.6 MBpd versus average contracted capacity of 311.9 MBpd Legend Bluestem Elk Creek Keystone XL Liberty Pipeline Seahorse Cheyenne Connector Hereford Lateral PXP Belle Fourche Butte Hereford Lateral Bridger Length: 30 miles Hiland Diameter: 12-inch Guernsey Segment Capacity: N/A Length: 145 miles In-Service: N/A Diameter: 20-inch Platteville Extension Capacity: 230 MBpd Length: 55 miles In-Service: Sep-14 Diameter: N/A Northern Mainline Capacity: 80 MBpd In-Service: Q2 2018 Length: 285 miles Diameter: 22-24 inches Northeast Colorado Lateral Capacity: 342 MBpd Length: 70 miles In-Service: Sep-14 Diameter: 16-20 inches Capacity: 90 MBpd In-Service: Apr-15 Southern Mainline Length: 260 miles Diameter: 24-inch Capacity: 342 MBpd In-Service: Sep-14 Source: Public filings 24
Preliminary Draft –Subject to Change Overview of Pony Express Powder River Gateway, LLC (“PRG”) PRG Map ï® In February 2018, TEP entered into an agreement with Silver Creek Midstream, LLC (“Silver Creek”) to form Iron Horse Pipeline, LLC (“Iron Horse Pipeline”) ï® On July 10, 2018, TGE and Silver Creek announced a binding open season to solicit shipper commitments for the Iron Horse Pipeline, in addition to a secured 10-year producer-supported committed transportation contract for 15 MBpd ï® Effective January 1, 2019, TGE and Silver Creek expanded the joint venture through contributions to Powder River Gatewayï® Through the expansion, TGE acquired a 51.0% membership interest in Powder River Gateway, which owns the Powder River Express Pipeline, the Iron Horse Pipeline and two crude terminal facilities in Guernsey, WY ï,„ Approximately 190 MBpd of total transportation capacity across the systems and fully constructed terminal storage capacity of 1.0 MMBbls Guernsey • The Powder River Express Pipeline is a 70-mile, 12-inch pipeline that transports crude oil from the Powder River Basin to Guernsey, WY • The Iron Horse Pipeline is an 80-mile, 16-inch pipeline placed into service May 2019 that Legend transports crude oil from the Powder River Basin to Iron Horse Guernsey, WY Powder River Express Source: TGE investor presentations, website and public filings 25


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Note: Source: 2011 305 2011 383 421 304 500 429 499 Includes 420 516 452 2012 570 Bakken the 2012 Drillinginfo 531 707 and 531 755 540 2013 630 Overview following 540 573 2012 527 695 718 Shale 557 649 – of counties: BakerHughes 562 2014 693 693 2013 587 778 551 609 2014 778 Billings 814 629 814 Bakken 710 Bakken 624 Pony (ND), 2014 624 Activity 610 2015 500 437 500 Divide 314 538 Shale 289 Shale 538 and (ND), 2015 293 2015 378 123 378 144 218 Dunn 218 2016 177 Spuds 2016 190 (ND), 166 205 190 255 Permits Express 261 2016 192 286 219 Golden 2017 261 289 358 Production 314 2017 321 343 Valley 308 2018 361 335 438 365 (ND), 413 310 2018 383 356 313 406 McKenzie 2019 248 (ND), 26 Mountrail 133 200 400 600 800 1,000 1,200 1,400 1,600 (ND), 2011 144 — 156 2011 Richland 161 163 (MT) 2012 176 177 2012 and 168 2013 163 Bakken 155 Bakken Williams 149 2013 146 Shale (ND) 152 2014 157 Shale 165 164 2014 Crude 2015 124 78 Oil 65 2015 57 2016 38 Historical 24 27 2016 30 2017 35 Active 43 Production 49 2017 Subject 47 to 48 Rigs Preliminary 2018 54 53 2018 (MBpd) Draft 50 2019 54 Change – 56 2019 50
Preliminary Draft – Subject to Change Crude Oil Spot Prices as of October 18, 2019 Cushing WTI $53.78 U.S. Gulf Coast Light Sweet 56.88 Patoka WTI 1 54.78 Brent (East Coast) 58.96 Pony Express Pipeline Via True Companies and Kinder Morgan Double H Operator Tallgrass Energy, LP 2019E Takeaway Capacity—Bpd 368,000 End Markets Cushing, OK Rate Estimate – ($/Bbl) ($4.28) Netback (Cushing WTI) $49.50 Alternative Basin Takeaway (In Order of Highest Netback) Enbridge Mainline North Dakota / Bakken Expansion Program Operator Enbridge Inc. 2019E Takeaway Capacity—Bpd 285,000 End Markets Clearbrook, MN; East Coast Rate Estimate – ($/Bbl) ($1.63) Netback (East Coast) $57.33 Plains Bakken North Operator Plains All American, L.P. 2019E Takeaway Capacity—Bpd 40,000 End Markets Clearbrook, MN; East Coast Rate Estimate – ($/Bbl) ($1.63) Netback (East Coast) $57.33 DAPL Operator Energy Transfer LP 2019E Takeaway Capacity—Bpd 600,000 End Markets Patoka,IL; Gulf Coast Rate Estimate – ($/Bbl) (Patoka, IL) ($5.57) Netback (Patoka, IL) $49.21 Rate Estimate – ($/Bbl) (Gulf Coast) ($6.90) Netback (Gulf Coast) $49.98 Bakken Rail Loading Facilities Operator Various 2019E Takeaway Capacity—Bpd 1,305,000 End Markets West Coast; East Coast Rate Estimate – ($/Bbl) ($12.50) Netback (East Coast) $46.46 Competing Bakken Crude Oil Takeaway Pipelines Source: FERC, Public filings 1. Assumes a $1.00 differential to Cushing WTI spot price Overview of Pony Express 27 Guernsey Patoka Cushing Legend Hereford Lateral PXP Belle Fourche Bridger Butte Dakota Access Pipeline (“DAPL”) Enbridge Hiland Plains


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Preliminary Draft – Subject to Change Overview of Pony Express Overview of Proposed DAPL Expansion Overview DAPL Map ï® In October 2014, Energy Transfer Partners LP (“Energy Transfer” or “ETP”) and P66 announced construction of the 75/25 DAPL joint venture, a 1,158-mile crude oil pipeline extending from Stanley, ND to Patoka, IL ï,„ ETP’s 75% interest is held in Bakken Holdings Company, LLC (“Bakken HoldCo”), through its wholly owned subsidiary, Dakota Access, LLC ï,„ DAPL was placed into service on June 1, 2017 and consists of 12-, 20-, 24- and 30-inch diameter pipe with throughput capacity of 570 MBpd ï® On August 2, 2016, ETP announced the divestiture of a 49% interest in its 75% interest (36.75%) in Bakken HoldCo to MarEn Bakken Company LLC, an entity jointly owned by Enbridge Energy Partners, L.P. and Marathon Petroleum Corporation, for cash consideration of $2 billion ï® On June 20, 2019, Energy Transfer announced its plans to double crude oil throughput capacity to 1.1 MMBpd (the “DAPL Expansion”) ï,„ Energy Transfer anticipates the completion of the DAPL Expansion in late 2020E ï® On July 15, 2019, Energy Transfer announced a binding open season to solicit additional shipper commitments on DAPL 28 Patoka Stanley Guernsey Cushing Legend PXP Hereford Lateral DAPL Source: Public filings, Company presentations
Preliminary Draft – Subject to Change Bakken Takeaway and Production Source: North Dakota Pipeline Authority (“NDPA”), Wall Street research and EIA 1. Includes Tesoro Mandan Refinery, Dakota Prairie Refinery and Davis Refinery Projected Throughput Volume and Takeaway Capacity (Bpd) Overview of Pony Express 29 — 500,000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000 2016A 2017A 2018A 2019E 2020E 2021E Local Refineries Butte Butte Expansion Enbridge Mainline North Dakota Enbridge Bakken Expansion Plains Bakken North Kinder Morgan Double H DAPL DAPL Expansion Bridger Expansion Rail Loading Facilities Crude Oil Production – EIA High Crude Oil Production – NDPA Low Crude Oil Production – NDPA Current Production (May 2019): 1.4 MMBpd 1


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Preliminary Draft – Subject to Change DJ Basin – Activity and Production DJ Basin Permits DJ Basin Crude Oil Production (MBpd) DJ Basin Spuds DJ Basin Historical Active Rigs 612 739 824 630 626 636 438 492 640 664 632 724 521 703 694 1,105 973 802 785 1,290 1,027 1,054 928 948 1,069 1,250 1,270 743 615 702 1,003 1,774 886 366 324 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: Drillinginfo and BakerHughes Note: Includes the following counties: Arapahoe (CO), Adams (CO), Laramie (WY), Morgan (CO) and Weld (CO) Overview of Pony Express 522 591 598 543 557 498 395 328 306 348 376 409 419 492 524 552 476 370 424 355 202 182 230 387 455 451 490 426 378 359 316 216 49 18 14 2011 2012 2013 2014 2015 2016 2017 2018 2019 — 100 200 300 400 500 600 2011 2012 2013 2014 2015 2016 2017 2018 2019 7 10 11 10 11 14 17 15 16 21 26 26 32 34 38 39 27 21 23 22 17 12 15 19 22 25 26 23 23 24 25 27 29 27 24 2011 2012 2013 2014 2015 2016 2017 2018 2019 30
Preliminary Draft – Subject to Change 31 Powder River Basin – Activity and Production Powder River Basin Permits Powder River Basin Crude Oil Production (MBpd) Powder River Basin Spuds Powder River Basin Historical Active Rigs 83 91 236 134 77 90 119 136 93 116 183 142 110 126 210 132 60 38 80 26 10 10 29 28 55 48 84 63 68 67 88 93 87 94 128 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: Drillinginfo and BakerHughes Note: Includes the following counties: Big Horn (MT), Campbell (WY), Converse (WY), Crook (WY), Johnson (WY), Niobrara (WY), Powder River (MT), Rosebud (MT), Sheridan (WY) and Weston (WY) Overview of Pony Express 6 8 8 13 15 16 21 22 25 23 26 31 31 27 26 31 21 9 8 6 2 1 2 7 7 8 10 10 9 13 15 15 18 13 14 2011 2012 2013 2014 2015 2016 2017 2018 2019 699 601 636 543 647 459 494 515 538 644 503 485 534 678 528 744 464 636 868 767 1,370 1,030 1,131 697 1,023 1,476 1,165 514 462 206 163 130 119 190 308 2011 2012 2013 2014 2015 2016 2017 2018 2019 — 20 40 60 80 100 120 140 160 2011 2012 2013 2014 2015 2016 2017 2018 2019


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Preliminary Draft – Subject to Change DJ Basin / Powder River Basin Crude Oil Infrastructure Overview of Pony Express Source: Public filings Note: Refinery capacity is total capacity per day 1. Capacity of two 12-inch crude pipelines 2. Saddlehorn – Grand Mesa Pipeline is owned 62.5% by Saddlehorn Pipeline Company, LLC (40% by Magellan Midstream Partners LP, 40% by Plains All American Pipeline LP, and 20% by Anadarko Petroleum Corp.) and 37.5% by NGL Energy Partners, LP Hereford Lateral Capacity: N/A Origin / Destination: Hereford-to-Pawnee Miles: 30 Operator: Tallgrass Legend PXP Hereford Lateral Grand Mesa / Saddlehorn Jayhawk Kansas Pipeline System Keystone Platte Rocky Mountain Crude White Cliffs CHS McPherson CVR Coffeyville HollyFrontier Cheyenne HollyFrontier El Dorado HollyFrontier Tulsa Phillips 66 Borger Phillips 66 Ponca City Suncor Commerce City Valero McKee Pipelines Refineries PXP Capacity: 400 MBpd Origin / Destination: Guernsey-to-Cushing Miles: 705 Operator: Tallgrass Jayhawk Capacity: 140 MBpd Origin / Destination: Various Miles: 1,200 Operator: CHS Inc. Grand Mesa / Saddlehorn2 Capacity: 340 MBpd Origin / Destination: Platteville-to-Cushing Miles: 550 Operator: NGL Energy Partners Kansas / Oklahoma Gathering System Capacity: 560 MBpd Origin / Destination: Various Miles: 460 Operator: Energy Transfer Keystone Capacity: 590 MBpd Origin / Destination: Various Miles: 2,687 Operator: TC Energy Platte Capacity: 164 / 145 MBpd Origin / Destination: Casper-to-Guernsey / Guernsey-to-Wood River Miles: 933 Operator: Enbridge Inc. Rocky Mountain Crude Capacity: 280 MBpd Origin / Destination: Guernsey-to-Commerce City Miles: 54 Operator: Rocky Mountain Crude Oil LLC White Cliffs Capacity: 180 MBpd1 Origin / Destination: Platteville, CO-to- Cushing, OK Miles: 527 Operator: Energy Transfer 52.0 MBpd 98.0 MBpd 110.0 MBpd 135.0 MBpd 132.0 MBpd 220.0 MBpd 125.0 MBpd 200.0 MBpd 180.0 MBpd Guernsey Cushing 32
Preliminary Draft – Subject to Change DJ Basin / Powder River Basin Assets – Takeaway Supply / Demand DJ Basin / Powder River Basin Crude Oil Supply Versus Capacity (MBpd) Overview of Pony Express 33 — 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E Local Refineries White Cliffs Pony Express Pipeline Platte Grand Mesa Saddlehorn Saddlehorn Expansion Liberty Pipeline Crude Oil Supply Source: Wall Street research and public filings Note: Pony Express includes an additional 60 MBpd in 2019E from pumps and DRA resulting in total capacity of 420 MBpd 1. Assumes a build multiple of 7.0-8.0x, 80% EBITDA margin and 85% utilization on 350 MBpd 2. Assumes $4.2995 to $5.6745/Bbl pipeline tariff to Cushing, OK 3. Assumes $2.00 to $2.22/Bbl pipeline tariff from Guernsey, WY receipt point to various delivery points ending at Wood River, IL 4. Assumes $3.6903 to $4.5563/Bbl pipeline tariff to various delivery points ending at Cushing, OK 5. Assumes $2.00 to $5.48/Bbl pipeline tariff to Cushing, OK 6. Assumes $3.45 to $3.80/Bbl trucking cost to Suncor’s Commerce City Refinery 7. Crude Oil Supply includes volumes from in-basin production as well as volumes from pipelines terminating in the basin $2.00 to $2.22 to Wood River, IL3 $4.30 to $5.67 to Cushing, OK2 $3.69 to $4.56 to Cushing, OK4 $2.00 to $5.48 to Cushing, OK5 $4.30 to $5.67 to Cushing, OK2 $3.45 to $3.80 to Commerce City, CO6 7 $2.30 to $2.63 to Cushing, OK1


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Preliminary Draft – Subject to Change Overview of Pony Express Overview of Liberty Pipeline ï® On November 9, 2018, Phillips 66 (“P66”) and Bridger Pipeline LLC (“Bridger”) announced a proposal to build Liberty Pipeline LLC (“Liberty”), a 24-inch, 350 MBpd crude oil transportation pipeline from the Rockies and Bakken regions to Cushing, OK ï,„ Concurrently, Liberty announced an open season for the proposed pipeline beginning November 12, 2018 ï® On June 10, 2019, P66 and Bridger announced the formation of a 50/50 joint venture to construct Liberty ï,„ Liberty shippers are expected to receive Gulf Coast connectivity via the P66 and Plains All American Red Oak Pipeline, which extends from Cushing, OK to Corpus Christi, Ingleside, Houston and Beaumont, TX ï,„ Liberty is underpinned with long-term shipper volume commitments ï,„ The anticipated project cost is approximately $1.6 billion (7.0x to 8.0x build multiple) ï,„ Initial service is expected by Q1 2021E ï® On July 3, 2019, Liberty launched a supplemental open season seeking additional shipper commitments Overview Liberty Map Source: Public filings and company website 34 Legend Hereford Lateral Pony Express Liberty
Subject to Change Overview of Pony Express Overview of Saddlehorn Expansion Overview Saddlehorn Map ï® On July 1, 2019, Saddlehorn Pipeline Company, LLC, a Ft. Laramie, WY 40/40/20 joint venture between Magellan Midstream Partners, L.P., Plains All American, L.P. (“Plains”) and Western Gas Partners, LP (“Western”), announced the expansion of the Saddlehorn Pipeline (“Saddlehorn”), a 20-inch, 550-mile crude oil transportation pipeline from the DJ Basin and Powder River Basin to Cushing, OK and a new origin point in Ft. Laramie, WY by leasing capacity on third-party pipelines ï,„ In connection with the expansion, Saddlehorn launched an open season to solicit long-term volume commitments ï,„ The expansion would increase Saddlehorn’s capacity by 60 MBpd (further expandable up to 100 MBpd of total new capacity), from 190 MBpd to 250 MBpd, through the addition of incremental pumps and storage capabilities with the higher capacity expected to be available in late 2020E • In the second half of 2019E, Saddlehorn expects Legend approximately 124 MBpd of crude oil throughput, which is on pace to be 63.5% higher than 2018 Hereford Lateral throughput of approximately 75 MBpd Pony Express Leased Third-Party Capacity Saddlehorn Source: Public filings and company website 35


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Preliminary Draft –Subject to Change Overview of Pony Express Pony Express – Operations Overview ï® Bakken Light Sweet (BLS) 40° – 46° API Sulfur <0.20% Originates at Guernsey ï® Niobrara (NIO) 34° – 42° API Sulfur <0.42% Originates at Guernsey and NECL Crude Qualityï® Mixed Sweet (MXS) 30° – 38° API Sulfur <0.50% Originates at Guernsey ï® Pony Express Light (PXL) 47° – 57° API Sulfur <0.20% Originates at Platteville, Buckingham and Guernseyï® Kansas Uplift (KSU) 28° – 35° API Sulfur <0.80% Originates at Natoma Batch Sizeï® 50,000 barrels minimum batch size Pony Express ï® Each segment can reach approximately 30% uplift with drag reducing agents (“DRA”) Mainline Capacity ï® Two 24-inch lines to the Southern Cushing Complex and direct connections to North Cushing Rose Rock and Blue Knight terminalsï® P66 Ponca City Refinery Connectivity ï® Holly Frontier El Dorado Refineryï® CHS McPherson Refineryï® Spare unit at Guernsey for redundancy ï® Can optimize pump station utilization with DRA Pump Stations ï® Stations utilize three different motor types â–º TGE has one spare of each type at all times Transport Timeï® 7 day Guernsay to Cushing: Common Stream and linefill allow for barrel in / barrel out deliveries Source: Public filings and company website 36
Preliminary Draft –Subject to Change Overview of Pony Express FERC Tariffs and Initial Contracts ï® Pony Express’ commercial operations are governed by two joint FERC tariffs and three local FERC tariffs Joint Tariffs Belle Fourche (“BFPL”) Hiland ï® Tariff Highlightsï® Tariff Highlights ï,„ Shippers pay one joint rate which is split among tariff partnersï,„ Shippers pay one joint rate which is split among tariff partnersï,„ Partners: Belle Fourche Pipeline Company / Bridger Pipeline, LLCï,„ Partner: Double H Pipeline (Hiland)ï,„ Receipt points in Williston Basin, Powder River Basin and Eighty-ï,„ Receipt points in Williston Basin and Baker, MT Eight Oil LLC (“88 Oil”) Terminalsï,„ Batched transportation service ï,„ Batched transportation serviceï,„ Quality requirements: <30cSt, 28–52° API, <=0.5% sulfurï,„ Quality requirements: <30 Kinematic Viscosity @ 100°F (“cSt”),ï® Contracts 28–52° API, <=0.5% sulfur ï,„ 51,000 Bpd committed and expires in March 2020ï® Contracts ï,„ Committed joint rates range from $5.71/Bbl to $6.28/Bblï,„ 110,000 Bpd committed (50,000 Bpd expiring in October 2019)ï,„ MFN provisions tied to walk-up rate filed with FERC ï,„ Committed joint rates range from $3.93/Bbl to $8.56/Bbl ï,„ Most Favored Nation (“MFN”) tied to walk-up rate filed with FERC (with 10% discount) Local Tariffs Guernsey Local NECL1 Platteville2 ï® Tariff Highlightsï® Tariff Highlightsï® Tariff Highlights ï,„ Receipt points at Guernsey, Wyomingï,„ Receipt points at Buckingham and ï,„ Receipt points at Grasslands Terminal ï,„ Batched transportation service Pawnee stations in northeast Colorado in northeast Colorado ï,„ Quality requirements: <30cSt, 28–52°ï,„ Batched transportation serviceï,„ Batched transportation service API, <=0.5% sulfur ï,„ Quality requirements: <30cSt, 28–42°ï,„ Quality requirements: <30cSt, 28–57°ï® Contracts API, <=0.2% sulfur API, <=0.2% sulfur ï,„ 55,000 Bpd committedï® Contracts ï® Contracts ï,„ Committed rates range from $3.77/Bbl ï,„ 95,900 Bpd committedï,„ Committed rates through PXP Mainline to $4.28/Bblï,„ Committed rates range from $3.99/Bbl range from $2.40/Bbl to $2.87/Bblï,„ MFN tied to walk-up rate filed with to $4.28/Bblï,„ Committed rates to Buckingham station FERCï,„ No MFN provisions range from $0.52/Bbl to $0.63/Bbl Source: TGE managementï,„ No MFN provisions 1. Hereford Lateral volumes transported under NECL tariff 2. Includes Stanchion volumes classified under “Platteville Long Haul” 37


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Preliminary Draft –Subject to Change Overview of Pony Express Throughput and Deficiency Agreement Summary – Pony Mainline Carriers Tallgrass Pony Express Pipeline, LLC ï® Five years following in-service date with one-time renewal option to extend term for an additional five-year period. Shippers Term must notify of renewal not less than 210 days before the end of the initial five-year term ï® Receives favorable rate treatment under a negotiated MFN clause Committed ï,„ BFPL – Shippers will pay the lesser of a negotiated rate or 90.0% of the FERC tariff Shipping Rate ï,„ Hiland – Shippers will pay the lesser of a negotiated rate or the FERC tariff Monthly Throughput ï® Shipper commits to ship an agreed upon monthly minimum volume Commitment Uncommitted ï® Ship incremental volumes above the monthly minimum volume commitment at the committed shipping rate Shipping Rate ï® Shippers maintain a deficiency payment account for all barrels paid for but not shipped Deficiency and ï® Incremental barrels above the monthly minimum volume commitment are paid according to committed shipping rate unless Incremental deficiency payment account holds a positive balance in which case the deficiency payment account is debited for the Payment Account incremental barrel shipment ï® Incremental barrels accrue towards an incremental barrel account that can act as a credit against future deficiency payments Source: TGE management 38
Preliminary Draft –Subject to Change Overview of Pony Express Throughput and Deficiency Agreement Summary – NECL Carriers Tallgrass Pony Express Pipeline, LLC ï® Five years following in-service date with one-time renewal option to extend term for an additional five-year period. Shippers Term must notify of renewal not less than 210 days before the end of the initial five-year term Committed ï® Shippers will pay a negotiated rate Shipping Rate Monthly Throughput ï® Shipper commits to ship an agreed upon monthly minimum volume Commitment Uncommitted ï® Ship incremental volumes above the monthly minimum volume commitment at the committed shipping rate Shipping Rate ï® Shippers maintain a deficiency payment account for all barrels paid for but not shipped Deficiency and ï® Incremental barrels above the monthly minimum volume commitment are paid according to committed shipping rate unless Incremental deficiency payment account holds a positive balance in which case the deficiency payment account is debited for the Payment Account incremental barrel shipment ï® Incremental barrels accrue towards an incremental barrel account that can act as a credit against future deficiency payments Source: TGE management 39


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Preliminary Draft –Subject to Change Overview of Pony Express Crude Oil Transportation Financial Projections – Assumptions ï® The Crude Oil Transportation Projections as provided by TGE management and utilized herein by Evercore, incorporate the following assumptions: ï,„ Crude Oil Transportation includes the following business segments: (i) PXP and (ii) PRG • Revenue per customer contracts and TGE management forecast • Pipeline loss allowance crude oil pricing of $60.00 per barrel • Gas expense of $7.5 million throughout the forecast period • Fixed operations and maintenance expenses of $19.8 million in 2020E increasing to $25.0 million in 2023E • Fixed general and administrative expense of $18.8 million in 2020E increasing to $23.1 million in 2023E • Terminal expenses of $37.3 million in 2020E increasing to $39.5 million in 2023E • Electricity and drag reducing agents costs of $45.4 million in 2020E increasing to $48.1 million in 2023E • Ad valorem taxes of $23.1 million in 2020E increasing to $24.0 million in 2023E • Maintenance capital expenditures of $4.4 million in 2020E increasing to $4.6 million in 2023E • Growth capital expenditures of $5.3 million in 2021E related to additional pump horsepower at PRG Source: TGE management 40

 

Preliminary Draft –Subject to Change Overview of Pony Express Crude Oil Transportation Financial Projections ($ in millions) ï® The following sets forth selected operating and financial projections for PX and PRG as provided by TGE management: For Years Ending December 31, Revenue 2020E 2021E 2022E 2023E Transport Revenue $363.0 $375.3 $389.0 $396.9 Plus: Pipeline Loss Allowance 13.2 13.1 13.1 13.1 Total Crude Oil Transportation Revenue $376.2 $388.4 $402.1 $410.0 Operating Expenses Less: Gas Expense ($7.5) ($7.5) ($7.5) ($7.5) Less: Fixed Operations and Maintenance Expense (19.8) (21.1) (23.3) (25.0) Less: Fixed General and Administrative Expense (18.8) (19.7) (21.4) (23.1) Less: Terminal Expenses (37.3) (38.0) (38.8) (39.5) Less: Electricity and Drag Reducing Agents (45.4) (46.2) (47.1) (48.1) Less: Ad Valorem Taxes (23.1) (23.5) (23.9) (24.0) Crude Oil Transportation EBITDA $224.2 $232.4 $240.2 $242.7 Less: Maintenance Capital Expenditures (4.4) (4.4) (4.5) (4.6) Distributable Cash Flow $219.9 $227.9 $235.7 $238.1 Less: Growth Capital Expenditures — (5.3) -—- Total Free Cash Flow $219.9 $222.6 $235.7 $238.1 Source: TGE management 41


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Preliminary Draft –Subject to Change B. Overview of Rockies Express
Overview of Rockies Express Rockies Express Pipeline, LLC ï® TEP owns a 75.0% interest in REX via: (i) the acquisition of a 25.0% interest from Tallgrass Development for cash consideration of approximately $436 million in May 2016; (ii) the acquisition of an additional 24.99% interest from Tallgrass Development for cash consideration of $400 million in April 2017 and (iii) the acquisition of the remaining 25.01% from Tallgrass Development in February 2018 in exchange for TEGP units valued at approximately $400 millionï,„ REX is 25.0% owned by P66ï® REX is an approximately 1,712-mile, 36-inch to 42-inch pipeline with bi-directional design capacity of 1.8 Bcfd West-to-East from Opal, WY, and Meeker, CO, to Clarington, OH, and 2.6 Bcfd East-to-West from Clarington, OH, to Audrain County, MO ï® In July 2017, TEP received its proportionate distribution from REX from the REX DCF Attributable to TGE ($MM) receipt of a $150 million cash payment from Ultra Resources, Inc. as part of Roll-off of original 10-year West-to- settlement for a $303 million breach of contract claim (also included new East contracts in November 2019 seven-year firm transport agreement) $502.4 $465.0 ï® REX is operated by Tallgrass NatGas Operator, LLC (“Tallgrass NatGas”), a $392.0 $356.2 $357.2 $353.7 $352.1 wholly owned subsidiary of TGE ï® Tallgrass NatGas receives a management fee of 1.0% of the EBITDA from REX as compensation for its services 2017A 2018A 2019E 2020E 2021E 2022E 2023E REX Map Opal Wamsutter Cheyenne Clarington Meeker Lebanon Legend REX Mexico Cheyenne Connector Cheyenne Hub Compressor Station Source: TGE investor presentations, Public filings 42


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ï® REX was initially designed to transport natural gas from the Rockies to Midwest and Northeast marketsï,„ West-to-East throughput capacity of 1.8 Bcfdï,„ Majority of original contracts were at rates of $0.98 per Dth to $1.07 per Dth1 and expire Q4 2019E ï® REX contracted Zone 3 for bi-directional flows with the first East-to-West volumes in June 2014 via the Seneca Lateral which allowed natural gas from the Appalachian Basin to access Midwest, Gulf Coast and Canadian marketsï,„ Initial Zone 3 East-to-West throughput capacity of 1.8 Bcfdï,„ The East-to-West capacity was fully contracted with the majority of contracts having 15- to 20-year terms at rates of $0.35 per Dth to $0.55 per Dthï® REX contracted the Zone 3 Capacity Enhancement Project and completed in-service on January 6, 2017 with the incremental capacity being filled almost instantaneously ï,„ Added 0.8 Bcfd to Zone 3 East-to-West capacity for total East-to-West capacity of 2.6 Bcfdï,„ Secured 15-year contracts for 0.8 Bcfd at a range of $0.45 to $0.61 per Dth Legend REX Cheyenne Connector Cheyenne Hub Compressor Station REX Zone 1 (Entegra) REX Zone 2 (West) REX Zone 3 (East) Opal Wamsutter REX Zone 3 (West) Cheyenne Clarington Meeker Lebanon Mexico Source: TGE management, Public filings 1. Implied weighted average rate of Other West End Shippers 43
Preliminary Draft –Subject to Change Overview of Rockies Express Growth Projects – TGE’s Cheyenne Connector and Hub Cheyenne Connector and Hub Map ï® In Q3 2017, TEP announced binding contracts with Anadarko Petroleum Corporation (“Anadarko”) and DCP Legend Midstream, LP (“DCP”) for an incremental 600,000 Dthd to REX Cheyenne Connector support the Cheyenne Hub Growth Project Cheyenne Hub ï,„ The project consists of the Cheyenne Connector (“REX Cheyenne Connector”), a 70-mile, 36-inch natural gas transportation pipeline and the Cheyenne Hub (“REX Cheyenne Hub”) • The project will facilitate natural gas transport from the DJ Basin to the Cheyenne Hub providing takeaway to markets on REX or other interconnected pipelines ï,„ Both projects received Environmental Assessments in Cheyenne December 2018 and the expected in-service date is Q1 2020E ï,„ Western Midstream Partners, LP (“Western Midstream Partners”) and DCP each hold a one-time option to acquire a minority interest in the REX Cheyenne Connector prior to its in-service dateï® On September 19, 2019, the FERC approved both projects and issued the necessary certificate of public convenience and necessityï,„ TGE had substantially all of the materials for construction on site prior to FERC approval and expects the REX Cheyenne Connector to be in service in Q1 2020E Source: Public filings 44


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Preliminary Draft –Subject to Change Overview of Rockies Express Historical and Projected Natural Gas Pricing – Zone 1 and 2 Natural Gas Price Forecast ($/MMBtu) Natural Gas Hubs $5.00 Average Differential 2020E $0.41 2021E 0.40 $4.00 2022E 0.38 $3.00 $2.00 $1.00 $— 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E Henry Hub REX West Opal REX West Chicago Cheyenne Overview of End Markets Average Pricing Over Year Ending December 31 as Percent of Henry Hub Hub 2019E 2020E 2021E 2022E 2023E 2024E 2025E SoCal Citygate Cheyenne 81.4% 72.0% 72.6% 74.2% 76.1% 77.3% 78.1% Chicago 100.6% 97.2% 96.0% 96.0% 96.6% 97.3% 97.4% SoCal Border NW Opal Wyoming 95.6% 80.0% 79.9% 81.1% 82.0% 82.4% 82.9% REX West 97.1% 82.4% 83.0% 84.4% 86.1% 86.9% 87.5% SoCal Border 115.4% 98.8% 96.7% 98.2% 99.5% 100.4% 100.8% SoCal Citygate 152.9% 129.6% 124.4% 127.5% 124.2% 122.3% 120.6% Source: SNL 45
Preliminary Draft –Subject to Change Overview of Rockies Express Currently Effective REX Tariffs FTS Reservation Charge ($/Dthd) FTS Maximum Commodity Charge ($/Dth) Maximum Zone 1 Zone 2 Zone 3 Maximum Zone 1 Zone 2 Zone 3 from Zone 1 $0.2325 $0.7744 $1.6511 from Zone 1 $0.0030 $0.0049 $0.0074 from Zone 2 0.7744 0.5419 1.4186 from Zone 2 0.0049 0.0019 0.0044 from Zone 3 1.6511 1.4186 0.8767 from Zone 3 0.0074 0.0044 0.0025 FTS Backhaul Reservation Charge ($/Dthd) FTS Minimum Commodity Charge ($/Dth) Maximum Zone 1 Zone 2 Zone 3 Minimum Zone 1 Zone 2 Zone 3 from Zone 1 $0.1539 N/A N/A from Zone 1 $0.0030 $0.0049 $0.0074 from Zone 2 0.5125 $0.3586 N/A from Zone 2 0.0049 0.0019 0.0044 from Zone 3 1.0927 0.9388 $0.5802 from Zone 3 0.0074 0.0044 0.0025 FTS Fuel Charge (%/Dth) Zone 1 Zone 2 Zone 3 from Zone 1 0.30% 0.48% 0.72% from Zone 2 —% 0.13% 0.37% from Zone 3 0.19% 0.19% 0.19% Source: FERC filings 46


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Preliminary Draft – Subject to Change Overview of Rockies Express Overview – REX Competitive Landscape – Zone 1 and 2 REX Competitor Asset Map – Zone 1 and Zone 2 Legend Cheyenne Connector Hereford Lateral Bluestem Elk Creek Keystone XL Liberty Pipeline Saddlehorn Extension Seahorse PXP REX TIGT Trailblazer Cheyenne Plains Colorado Interstate Grand Mesa / Saddlehorn Kern River Natural Gas Pipeline of America Northwest PEPL Questar Ruby Southern Star TETCO Trans-Colorado Wyoming Interstate 47
Preliminary Draft – Subject to Change Overview of Rockies Express Overview – REX Competitive Landscape – Zone 1 and 2 (cont’d) Source: FERC filings, SNL and company presentations REX Competitors Throughput (Dthd) Capacity Utilization Maximum Pipeline Capacity (Dthd) 3Q ‘19 3Q ‘19 FT Rate ($/Dthd) Owner Rockies Express Pipeline LLC 4,400,000 4,474,605 101.7% $0.2325—$1.6511 Tallgrass Energy, LP / Phillips 66 Cheyenne Plains Gas Pipeline 820,000 565,942 69.0% $0.35153 Kinder Morgan, Inc. Colorado Interstate Gas Company 4,099,000 3,659,285 89.3% 0.29620 Kinder Morgan, Inc. Kern River Gas Transmission Company 2,445,000 2,093,086 85.6% 0.47340 Berkshire Hathaway Inc. Northwest Pipeline Company 3,900,000 1,698,693 43.6% 0.39033 Williams Partners L.P. Questar Pipeline Company 2,530,000 1,220,525 48.2% 0.17385 Dominion Midstream Partners, LP Ruby Pipeline 1,500,000 771,930 51.5% 1.13696 Kinder Morgan, Inc. / Veresen Inc. Southern Star Central Gas Pipeline Inc. 1,270,000 1,257,592 99.0% 0.20540 GE Energy Financial Services / Caisse de dépôt et placement du Québec Tallgrass Interstate Gas Transmission, LLC 1,900,000 693,443 36.5% 0.58000 Tallgrass Energy Partners, LP Trailblazer Pipeline Company, LLC 902,000 1,011,782 112.2% 0.13632 Tallgrass Energy Partners, LP TransColorado Gas Transmission 692,000 224,317 32.4% 0.30639 Kinder Morgan, Inc. Wyoming Interstate Company, L.L.C. 2,736,000 2,603,268 95.1% 0.07928 Kinder Morgan, Inc. 48


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Preliminary Draft – Subject to Change $0.13 $0.38 ($0.20) $— $0.20 $0.40 $0.60 $0.80 $1.00 10/18/14 10/17/16 10/18/18 10/17/20 10/18/22 10/17/24 10/18/26 REX West to Chicago, IL Differential Average (Historical 5 Years) Average (Projected 7 Years) Current REX/MGT Stacked Rate $0.45 Overview of Rockies Express West-to-East Volume Considerations Summary MGT Tariff Information REX West1 to Chicago, IL – Historical and Projected Differentials Receipt and Delivery Receipt: Scotland REX Delivery: Chicago, IL Firm Transportation – Base Rates Maximum Minimum Reservation ($ per Dthd) $0.0632 $— Commodity ($ per Dth) 0.0009 0.0009 ï® REX West-to-East recontracting assumes that 1.2 MMDthd will remain contracted at a rate of approximately $0.25 per Dth upon expiration of currently contracted volumes ï,„ Encana Corporation (“Encana”) contracted 506.0 MDthd at $0.794 per Dth rate through Q1 2024E ï,„ Ultra contracted 200.0 MDthd at $0.367 per Dth rate through 2026E ï® TGE management has indicated that Chicago, IL will remain a key market for these shippers which can be accessed by REX via Midwestern Gas Transmission Pipeline (“MGT”) ï® Over the previous five years, the REX West to Chicago, IL differential has averaged $0.13 per Dth, a $0.25 discount to the forward curve average of $0.38 per Dth over the next seven years ï® Based on the REX recontracted rate from Zone 1 to Zone 2 and the current MGT market rate, transportation costs on REX via MGT total approximately $0.45 per Dth 49 Transportation Cost ($ per Dth) REX Recontracted Tariff (Zone 1 to Zone 2) $0.35 $0.35 Plus: Current MGT Base Tariff2 0.06 0.103 Transportation Cost to Chicago, IL $0.41 $0.45 Source: FERC filings, Company presentations, SNL 1. Historical based on Opal, WY prices 2. Receipt: Scotland REX, Delivery: Chicago, IL 3. Represents approximate market rate per TGE management
Preliminary Draft –Subject to Change Overview of Rockies Express West-to-East Volume Considerations (cont’d) ï® Over the previous five years, the Cheyenne, WY to Chicago, IL differential has averaged $0.30 per Dth; however, the forward curve suggests an increase to an average of $0.55 per Dth over the next seven years versus the REX recontracted rate from Zone 1 to Zone 2 and the current MGT market rate totaling approximately $0.45 per Dth Cheyenne, WY to Chicago, IL – Historical and Projected Differentials Transportation Cost ($ per Dth) $1.00 REX Recontracted Tariff (Zone 1 to Zone 2) $0.35 $0.35 Plus: Current MGT Base Tariff1 0.06 0.102 $0.80 Transportation Cost to Chicago, IL $0.41 $0.45 $0.60 $0.55 $0.40 $0.30 $0.20 $0.45 $— ($0.20) 10/18/14 10/17/16 10/18/18 10/17/20 10/18/22 10/17/24 10/18/26 Cheyenne, WY to Chicago, IL Differential Average (Historical 5 Years) Average (Projected 7 Years) Current REX/MGT Stacked Rate Source: FERC filings, Company presentations, SNL 1. Receipt: Scotland REX, Delivery: Chicago, IL 2. Represents approximate market rate per TGE management 50


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Preliminary Draft – Subject to Change Overview of Rockies Express Overview – REX Competitive Landscape – Appalachia REX Competitor Asset Map – Zone 3 Legend Atlantic Coast Mariner East 2X Mountain Valley REX ANR Pipeline Columbia Gas Transmission Dominion Energy Transfer Natural Gas Pipeline of America PEPL Southern Star TETCO Tennessee Gas Pipeline Texas Gas Transco 51
Preliminary Draft – Subject to Change ï® Pipeline takeaway capacity from the Marcellus / Utica has historically been constrained, resulting in large gas price differentials that have negatively impacted drilling economics, particularly in the summer months ï® However, given the slowdown in drilling activity as a result of the decline in wet gas drilling economics and the large number of completed and in-process pipeline expansion and newbuild projects, pipeline capacity has overtaken supply and Wall Street research projects planned pipelines will create excess takeaway capacity from the Marcellus / Utica Overview of Rockies Express Appalachia Basin Production and Pipeline Takeaway Capacity Source: Wall Street research Forecast Production and Pipeline Capacity Pipeline Projects in Development In-Service Capacity Operator Market Date (Bcfd) Pipelines Under Construction PennEast Pipeline UGI East Q1 2021 1,100 Mountain Valley EQM Southeast Q1 2021 2,000 Atlantic Coast D Southeast Q4 2021 1,500 Empire North Project NFG Canada Q4 2020 205 NFG Northern Access 2016—PA to NY NFG East Q3 2022 490 Total Pipelines Under Construction 5,295 Potential Newbuild Pipelines Constitution WMB East Q4 2020 650 Total Potential Newbuild Pipelines 650 Total Under Construction + Potential Capacity 5,945 52 20,000 25,000 30,000 35,000 40,000 45,000 50,000 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E Natural Gas Production and Takeaway Capacity (MMcfd) Pre-2019 (Incl. Rockies Express) Local Demand Rover Tennessee Gas Pipeline Company Columbia Pipeline Group Texas Eastern Transmission Co. Transcontinental Gas Pipeline Co. PennEast Pipeline Mountain Valley Atlantic Coast Empire North Project NFG Northern Access 2016—PA to NY Constitution Marcellus-Utica Natural Gas Production


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Preliminary Draft – Subject to Change Average Pricing Over Year Ending December 31 as Percent of Henry Hub Hub 2019E 2020E 2021E 2022E 2023E 2024E 2025E Chicago 100.6% 97.2% 96.0% 96.0% 96.6% 97.3% 97.4% Dawn 101.2% 97.3% 95.6% 95.8% 96.1% 96.4% 96.7% Dominion South 81.8% 81.8% 80.8% 79.3% 77.0% 77.5% 77.7% Gulf Coast1 95.9% 95.8% 96.6% 96.9% 97.1% 97.3% 97.5% Lebanon 81.7% 81.4% 81.6% 79.5% 79.2% 78.6% 79.0% MichCon 92.7% 92.0% 92.2% 92.7% 93.6% 94.6% 95.8% TCO Pool 85.4% 85.2% 85.3% 83.1% 82.7% 82.1% 82.4% TETCO Market Zone 3 134.9% 121.2% 111.7% 107.2% 104.1% 100.8% 101.2% Average Differential 2020E $0.44 2021E 0.46 2022E 0.51 $— $1.00 $2.00 $3.00 $4.00 $5.00 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E Henry Hub Dominion South Overview of Rockies Express Rockies and Appalachian Basin Natural Gas Transportation Market Dynamics Natural Gas Price Forecast ($/MMBtu) Natural Gas Hubs Overview of End Markets Source: SNL 1. Gulf Coast pricing consists of an average of TETCO ELA, TETCO WLA, ANR – LA and Trunkline LA Chicago MichCon Dawn REX East TCO Pool Dominion TETCO Market Zone 3 Lebanon Henry Hub TETCO WLA ANR LA TETCO ELA 53
Preliminary Draft –Subject to Change Overview of Rockies Express East-to-West Volume Considerations ï® REX East-to-West capacity is nearly fully contracted including the Zone 3 Capacity Expansion Project ï® The forward curve suggests a Dominion South-to-Panhandle Eastern Pipeline differential of $0.10 per Dth and a Dominion South-to-Chicago, IL, differential of $0.47 per Dth over the next seven years versus a REX Zone 3 East-to-West recontracting assumption of $0.19 to $0.23 per Dth to Panhandle Eastern Pipeline and an East-to-West recontracting assumption of $0.19 to $0.23 per Dth plus $0.10 per Dth MGT tariff to Chicago, respectively Dominion South to Panhandle Eastern Pipeline – Historical and Projected Differentials $1.20 Transportation Cost ($ per Dth) East-to-West Assumed Recontracting Rate $0.19—$0.23 $0.90 $0.60 $0.19 $0.30 $0.16 $— $0.10 ($0.30) ($0.60) 10/18/14 10/17/16 10/18/18 10/17/20 10/18/22 10/17/24 10/18/26 Dominion South to Panhandle Eastern Pipeline Differential Average (Historical 3 Years) Average (Projected 7 Years) Projected REX Rate Dominion South to Chicago, IL – Historical and Projected Differentials $1.40 Transportation Cost ($ per Dth) $1.20 East-to-West Assumed Recontracting Rate $0.19 $0.19 $0.23 $0.23 Plus: Current MGT Base Tariff 1 0.06 0.102 0.06 0.102 $1.00 Transportation Cost to Chicago, IL $0.25 $0.29 $0.29 $0.33 $0.80 $0.60 $0.40 $0.52 $0.47 $0.20 $0.29 $--10/18/14 10/17/16 10/18/18 10/17/20 10/18/22 10/17/24 10/18/26 Dominion South to Chicago, IL Differential Average (Historical 3 Years) Average (Projected 7 Years) Projected REX/MGT Stacked Rate Source: FERC filings, SNL 1. Receipt: Scotland REX, Delivery: Chicago, IL 2. Represents approximate market rate per TGE management 54


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Preliminary Draft –Subject to Change Overview of Rockies Express Contract Summary Contract Summary Corporate Credit Rating Average Remaining Active Firm Transportation Percent of Total 1 Shipper Term (Years) Contracts (Dthd) (Dthd) Moody’s S&P 2 Equitable Energy, L.L.C. 14.8 7 900,000 17.6% Baa3 BBB-Encana Marketing (USA) Inc. 13.5 2 706,000 13.8% Ba1 BBB Antero Resources Corp. 20.6 1 600,000 11.7% Ba2 BB Ascent Resources—Utica, LLC 18.8 2 600,000 11.7% B1 B+ ConocoPhillips Co. 9.4 3 445,000 8.7% A3 A Gulfport Energy Corp. 19.2 3 325,000 6.3% Ba3 B+ BP Energy Co. 5.9 3 205,000 4.0% A1 A-Ultra Petroleum Corporation 3 7.0 1 200,000 3.9% N/A CCC+ Jay-Bee Production Company 15.1 1 150,000 2.9% N/A N/A Occidental Energy Mrkg Inc 6.1 2 140,000 2.7% Baa3 BBB ARM Energy 3.0 3 125,000 2.4% N/A N/A 4 Triad Hunter LLC 12.0 3 100,000 2.0% B2 B-EOG Resources Inc. 10.4 3 93,000 1.8% A3 A-Louis Dreyfus Energy Services 0.6 2 70,000 1.4% N/A N/A Indiana Gas Co.5 15.0 1 60,000 1.2% Baa2 BBB+ Marathon Oil Co. 7.0 2 52,000 1.0% Baa3 BBB Other 5.3 14 349,300 6.8% Rockies Express Pipeline Total 13.4 53 5,120,300 100.0% Selected Credit Analysis Companies Source: FactSet and SNL Note: As of October 18, 2019 1. Weighted by Firm Transportation (Dthd) 2. Subsidiary of EQT Corporation. Reflects parent credit rating 3. Contract with Ultra Petroleum Corporation begins December 1, 2019 4. Subsidiary of Montage Resources Corporation. Reflects parent credit rating 5. Subsidiary of Centerpoint Energy, Inc. Reflects parent credit rating 55
Preliminary Draft –Subject to Change Overview of Rockies Express Ascent Shipper Overview Moody’s S&P ï® Ascent Resources – Utica, LLC (“Ascent” or “ARU”) Corporate B1 B+ operates approximately 350,000 net leasehold acres in Outlook Positive Negative the Utica Shale in Eastern Ohioï® Ascent had approximately 7,600 Bcfe of proved reserves as of December 31, 2018 S&P Commentary: September 4, 2019 ï® “The negative outlook on ARU reflects weak industry Rockies Express Pipeline Firm Transportation Agreements fundamentals and poor investor sentiment at a time when Average Remaining ARU has more than $1 billion of debt outstanding on its 18.8 years Term1 reserve-based lending facility due December 2021 and $975 million of debt maturing in 2022.” Active Contracts Two ï® “We could lower the ratings if the company were not able Total Daily to extend its debt maturities or if FFO to debt approached 600,000 Dth Transportation 20% for a sustained period…” Ascent Debt Prices Ascent Acreage Map 120.00 110.00 100.00 99.25 90.00 80.00 81.75 70.00 60.00 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jul-19 Aug-19 Sep-19 Oct-19 Legend $975 MM 10.000% Senior Unsecured $600 MM 7.000% Senior Unsecured Notes due 2022 Notes due 2026 Rockies Express Ascent Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of October 18, 2019 1. Weighted by firm transportation volume (Dthd) 56


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Preliminary Draft –Subject to Change Overview of Rockies Express Gulfport Shipper Overview Moody’s S&P ï® Gulfport Energy Corporation (“Gulfport”) operates Corporate Ba3 B+ approximately 241,000 gross acres in the Utica Shale in Eastern Ohio with production of 1.05 Bcfed through 1H Outlook Stable Stable 2019ï® Actively looking to divest non-core assets and currently running sell-side process for SCOOP water infrastructure S&P Commentary: August 20, 2019 assetsï® “We are downgrading Gulfport to ‘B+’ from ‘BB-’…reflects Rockies Express Pipeline Firm Transportation Agreements weaker-than-anticipated financial measures due to the decline in Henry Hub natural gas price realizations…” Average Remaining 19.2 yearsï® “We could lower the rating if we expect FFO to debt to Term1 average below 20% with no clear path to improvement.” Active Contracts Threeï® “We could raise the rating if the company increases its proved developed reserves and production to levels more Total Daily comparable with higher-rated peers…” 325,000 Dth Transportation Gulfport Debt Prices Gulfport Acreage Map 100.00 95.00 90.00 85.00 80.00 75.00 75.75 70.00 66.00 65.00 65.00 64.00 60.00 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jul-19 Aug-19 Sep-19 Oct-19 $350 MM 6.625% Senior Unsecured $630 MM 6.000% Senior Unsecured Legend Notes due 2023 Notes due 2024 $577 MM 6.375% Senior Unsecured $398 MM 6.375% Senior Unsecured Rockies Express Notes due 2025 Notes due 2026 Gulfport Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of October 18, 2019 1. Weighted by firm transportation volume (Dthd) 57
Preliminary Draft –Subject to Change Overview of Rockies Express Ultra Shipper Overview Moody’s S&P ï® Ultra Petroleum Corporation (“Ultra”) operates Corporate N/A CCC+ approximately 69,000 net acres in and around the Pinedale and Jonah fields in Southwest Wyoming Outlook N/A Negative S&P Commentary: March 21, 2019 Rockies Express Pipeline Firm Transportation Agreements Average Remaining Seven-year term beginningï® “We raised our issuer credit rating on Ultra Petroleum to Term1 December 1, 2019 ‘CCC+’ from ‘SD’ (selective default).”ï,„ “Ultra has completed several debt exchanges below Active Contracts One par whereby it exchanged portions of its unsecured notes due 2022 and 2025 for new second-lien notes due 2024.” Total Daily 200,000 Dthï® “The negative rating outlook reflects our view that Ultra Transportation remains in a vulnerable state and will be dependent on favorable business and financial conditions to meet its Ultra Debt Prices financial commitments.” 100.00 Ultra Acreage Map 80.00 60.00 40.00 20.00 13.00 8.63 — 7.00 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jul-19 Aug-19 Sep-19 Oct-19 $150 MM 6.875% Senior Unsecured $578 MM 9.000% Cash / 2.000% PIK Senior Notes due 2022 Secured 2L Notes due 2024 Legend $225 MM 7.125% Senior Unsecured Rockies Express Notes due 2025 Ultra Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of October 18, 2019 58


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Preliminary Draft –Subject to Change Overview of Rockies Express Montage / Triad Shipper Overview Moody’s S&P ï® Triad Hunter LLC (“Triad”) is a subsidiary of Montage Corporate B2 B-Resources Corporation (“Montage”), which owns approximately 218,000 net undeveloped acres in the Utica Outlook Stable NA Shale and Marcellus Shale ï® Montage had approximately 2,700 Bcfe of proved reserves S&P Commentary: April 4, 2019 as of December 31, 2018 and 2Q 2019 production of 535.5 MMcfed (80.3% natural gas)ï® “Our assessment of Montage’s business risk profile primarily reflects the relatively small size and scale of its Rockies Express Pipeline Firm Transportation Agreements proved reserves and its high exposure to natural gas, Average Remaining which we view less favorably than oil due to its lower price 12.0 years Term1 on an energy equivalent basis.” ï® “We could lower the rating if we expected liquidity to Active Contracts Three deteriorate or believed that FFO to debt would fall and Total Daily remain below 20%...” 100,000 Dth Transportation Montage Debt Prices Montage Acreage Map 120.00 110.00 100.00 90.00 80.00 75.99 70.00 60.00 Legend Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jul-19 Aug-19 Sep-19 Oct-19 $510 MM 8.875% Senior Unsecured Rockies Express Notes due 2023 Montage Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of October 18, 2019 1. Weighted by firm transportation volume (Dthd) 59
Preliminary Draft –Subject to Change Overview of Rockies Express EdgeMarc – Bankruptcy Case Study Overview of the Situation EdgeMarc Operating Area Map ï® EdgeMarc Energy Holdings, LLC (“EdgeMarc”) is a private E&P with assets in the Marcellus Shale of Southwest Appalachiaï,„ EdgeMarc was also a contracted shipper on Energy Transfer LP’s (“Energy Transfer”) Revolution Pipeline (“Revolution”), among others ï,„ In 2017, EdgeMarc signed a firm transportation agreement with Rockies Express for 50.0 MDthd that was set to expire in December 2031ï® On September 10, 2018, an explosion occurred on Revolution near Beaver County, PA ï,„ The explosion forced Energy Transfer to shut-in natural gas producing wells contracted on Revolution, including EdgeMarc’s ï,„ Shut-in production from EdgeMarc’s Butler County acreage, combined with firm transport commitments to long-haul pipelines including Rockies Express, constrained EdgeMarc’s ability to generate cash flow Legend ï® EdgeMarc filed for Chapter 11 bankruptcy on May 15, Gas Plant 2019 and submitted first day motions to reject its Blue Racer transportation obligations on numerous pipelines Energy Transferï® EdgeMarc is liquidating its assets through a court- Eureka Pipeline ATEX Pipeline supervised §363 sale process Burgettstown Lateralï® On June 14, 2019, the bankruptcy court approved Dominion EdgeMarc’s request to terminate four firm transportation Mariner East Mariner West agreements, including the agreement with Rockies Rockies Express Express Rover Pipeline ï® On August 28, 2019, the bankruptcy court approved EdgeMarc Acreage EdgeMarc’s sale of natural gas assets in Washington County and Monroe County in Ohio for $50 million Source: Debtwire and company website 60


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – Assumptions ï® The REX Financial Projections as provided by TGE management and utilized herein by Evercore incorporate the following assumptions:ï,„ Contracted volumes and rates based on current and proposed customer contracts which include the following categories: (i) West-to-East and (ii) East-to-Westï,„ West-to-East revenue includes the following assumptions: • Contracted West-to-East transport volume totaling 944 MDthd at a weighted average tariff of $0.5595/Dth • Cheyenne Hub contracts totaling 600 MDthd at a weighted average tariff of $0.0410/Dth • Three five-month seasonal contracts with CenterPoint Energy, Inc. for 60 MDthd each year at a $0.4000/Dth tariff • Zone 1 short-haul transportation contracts totaling 80 MDthd at a weighted average tariff of $0.050/Dth • Other contracted shippers transport volume totaling 133 MDthd at a $0.2928/Dth tariffï,„ East-to-West revenue includes the following assumptions: • Contracted East-to-West transport volume totaling 1,200 MDthd at a weighted average tariff of $0.5000/Dth • Contracted capacity enhancement projects totaling 750 MDthd at a weighted average tariff of $0.5028/Dth • Additional contracted capacity enhancement projects of 97 MDthd in 2020E at a weighted average tariff of $0.2913/Dth • Three successive Antero Resources East-to-West contracts averaging from 400 to 600 MDthd at a $0.4167/Dth to $0.4500/Dth tariff beginning October 1, 2019 and ending January 19, 2035ï,„ Other revenue of $9.3 million in 2020E increasing to $9.9 million in 2023Eï,„ Operating leases of $29.1 million annually from 2020E through 2023E ï,„ Operating and maintenance expenses of $31.6 million in 2020E increasing to $33.5 million in 2023Eï,„ General and administrative expenses of $22.7 million annually from 2020E through 2023E ï,„ Tallgrass NatGas management fees of 1.0% of EBITDA before management fee decreasing from $6.1 million in 2020E and 2021E to $6.0 million in 2022E and 2023E ï,„ Ad valorem taxes of $85.9 million annually from 2020E through 2023Eï,„ Interest expense of $118.5 million annually from 2020E through 2023E ï,„ Maintenance capital expenditures of $15.9 million in 2020E increasing to $16.9 million in 2023E ï,„ Growth capital expenditures of approximately $40.0 million in 2020E related to additional compression horsepower at Cheyenne Hub Source: TGE management 61
Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – West-to-East Volumes (MDthd) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Volumes (MDthd) Encana Corporation 506 506 506 506 Ultra Petroleum Corporation 200 200 200 200 CenterPoint Energy, Inc. 15 -——-CenterPoint Energy, Inc. 10 15 -—-CenterPoint Energy, Inc. — 10 15 —Zone 1 Shorthaul Transport 80 80 80 80 Other Contracted Shippers 133 133 133 133 Subtotal 944 944 934 919 Cheyenne Hub Occidental Petroleum Corporation 300 300 300 300 DCP Midstream, LP 300 300 300 300 Subtotal 600 600 600 600 Source: TGE management 62


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – East-to-West Volumes (MDthd) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Volumes (MDthd) Ascent Resources – Utica, LLC 450 450 450 450 EQT Corporation 475 475 475 475 Gulfport Energy Corporation 275 275 275 275 Subtotal 1,200 1,200 1,200 1,200 Contracted Capacity Enhancement Project EQT Corporation 250 250 250 250 Ascent Resources – Utica, LLC 150 150 150 150 Jay-Bee Production Company 150 150 150 150 CenterPoint Energy, Inc. 60 60 60 60 Gulfport Energy Corporation 50 50 50 50 Triad Hunter LLC 50 50 50 50 Citizens Resources LLC 20 20 20 20 Spire Inc. 20 20 20 20 Subtotal 750 750 750 750 Additional Contracted Capacity Enhancement Project Equinor ASA 12 -——-Columbia Gas of Ohio 35 35 35 9 Triad Hunter LLC 50 50 50 50 Subtotal 97 85 85 59 Antero Resources Corporation 600 449 -—-Antero Resources Corporation — 100 400 400 Antero Resources Corporation -———- Subtotal 600 548 400 400 Source: TGE management 63
Preliminary Draft – Subject to Change Overview of Rockies Express REX Financial Projections – West-to-East Rates ($/Dth) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Rates ($/Dth) Encana Corporation $0.79 $0.79 $0.79 $0.79 Ultra Petroleum Corporation 0.37 0.37 0.37 0.37 CenterPoint Energy, Inc. $0.40 $0.40 $0.40 $0.40 CenterPoint Energy, Inc. 0.40 0.40 0.40 0.40 CenterPoint Energy, Inc. 0.40 0.40 0.40 0.40 Zone 1 Shorthaul Transport 0.05 0.05 0.05 0.05 Other Contracted Shippers 0.29 0.29 0.29 0.29 Cheyenne Hub Occidental Petroleum Corporation $0.04 $0.04 $0.04 $0.04 DCP Midstream, LP 0.04 0.04 0.04 0.04 Source: TGE management 64


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – East-to-West Rates ($/Dth) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Rates ($/Dth) Ascent Resources – Utica, LLC $0.50 $0.50 $0.50 $0.50 EQT Corporation 0.50 0.50 0.50 0.50 Gulfport Energy Corporation 0.50 0.50 0.50 0.50 Contracted Capacity Enhancement Project EQT Corporation $0.49 $0.49 $0.49 $0.49 Ascent Resources – Utica, LLC 0.55 0.55 0.55 0.55 Jay-Bee Production Company 0.45 0.45 0.45 0.45 CenterPoint Energy, Inc. 0.58 0.58 0.58 0.58 Gulfport Energy Corporation 0.47 0.47 0.47 0.47 Triad Hunter LLC 0.47 0.47 0.47 0.47 Citizens Resources LLC 0.55 0.55 0.55 0.55 Spire Inc. 0.61 0.61 0.61 0.61 Additional Contracted Capacity Enhancement Project Equinor ASA $0.23 $0.23 $0.23 $0.23 Columbia Gas of Ohio 0.30 0.30 0.30 0.30 Triad Hunter LLC 0.30 0.30 0.30 0.30 Antero Resources Corporation $0.42 $0.42 $0.42 $0.42 Antero Resources Corporation 0.45 0.45 0.45 0.45 Antero Resources Corporation 0.45 0.45 0.45 0.45 Source: TGE management 65
Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – West-to-East Contracted Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Revenue Encana Corporation $147.0 $146.6 $146.6 $146.6 Ultra Petroleum Corporation 26.9 26.8 26.8 26.8 CenterPoint Energy, Inc. $2.2 $— $— $—CenterPoint Energy, Inc. 1.4 2.2 -—-CenterPoint Energy, Inc. — 1.4 2.2 — Zone 1 Shorthaul Transport $1.5 $1.5 $1.5 $1.5 Other Contracted Shippers $14.3 $14.2 $14.2 $14.2 Subtotal $193.3 $192.7 $191.3 $189.1 Cheyenne Hub Occidental Petroleum Corporation $4.5 $4.5 $4.5 $4.5 DCP Midstream, LP 4.5 4.5 4.5 4.5 Subtotal $9.0 $9.0 $9.0 $9.0 Contracted West-to-East Revenue Excluding Cheyenne Hub $193.3 $192.7 $191.3 $189.1 Contracted West-to-East Transport Revenue $202.3 $201.7 $200.3 $198.1 Source: TGE management 66


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – East-to-West Contracted Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Revenue Ascent Resources – Utica, LLC $82.4 $82.1 $82.1 $82.1 EQT Corporation 86.9 86.7 86.7 86.7 Gulfport Energy Corporation 50.3 50.2 50.2 50.2 Subtotal $219.6 $219.0 $219.0 $219.0 Contracted Capacity Enhancement Project EQT Corporation $44.7 $44.5 $44.5 $44.5 Ascent Resources – Utica, LLC 30.2 30.1 30.1 30.1 Jay-Bee Production Company 24.7 24.6 24.6 24.6 CenterPoint Energy, Inc. 12.7 12.7 12.7 12.7 Gulfport Energy Corporation 8.6 8.6 8.6 8.6 Triad Hunter LLC 8.7 8.7 8.7 8.7 Citizens Resources LLC 4.0 4.0 4.0 4.0 Spire Inc. 4.4 4.4 4.4 4.4 Subtotal $138.0 $137.6 $137.6 $137.6 Additional Contracted Capacity Enhancement Project Equinor ASA $1.0 $— $— $—Columbia Gas of Ohio 3.8 3.8 3.8 0.9 Triad Hunter LLC 5.5 5.5 5.5 5.5 Subtotal $10.3 $9.3 $9.3 $6.4 Antero Resources Corporation $91.5 $68.2 $— $—Antero Resources Corporation — 16.4 65.7 65.7 Antero Resources Corporation -———- Subtotal $91.5 $84.6 $65.7 $65.7 Base East-to-West Transport Revenue $459.4 $450.6 $431.6 $428.8 Total Contracted Revenue $661.7 $652.3 $631.9 $626.9 Source: TGE management 67
Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – Proposed and Expected Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Proposed and Expected West-to-East Transport Proposed and Expected Volumes (MDthd) 736.2 736.3 746.2 761.0 Proposed and Expected Rate ($/Dth) $0.35 $0.35 $0.35 $0.35 Proposed and Expected Revenue $94.4 $94.9 $96.3 $98.5 East-to-West Transport Proposed and Expected Volumes (MDthd) 153.4 216.5 365.0 391.4 Proposed and Expected Rate ($/Dth) $0.19 $0.22 $0.23 $0.22 Proposed and Expected Revenue $10.7 $17.5 $30.5 $32.0 Total REX Revenue West-to-East Transport Contracted West-to-East Revenue Excluding Cheyenne Hub $193.3 $192.7 $191.3 $189.1 Proposed and Expected Revenue 94.4 94.9 96.3 98.5 Contracted Cheyenne Hub Revenue 9.0 9.0 9.0 9.0 Other—Cheyenne Hub 0.5 4.7 6.8 6.8 Total West-to-East Transport Revenue $297.1 $301.3 $303.4 $303.4 East-to-West Transport Contracted East-to-West Revenue $459.4 $450.6 $431.6 $428.8 Proposed and Expected Revenue 10.7 17.5 30.5 32.0 Total East-to-West Transport Revenue $470.2 $468.0 $462.1 $460.7 Total West-to-East Transport Revenue $297.1 $301.3 $303.4 $303.4 Total East-to-West Transport Revenue 470.2 468.0 462.1 460.7 Other Revenue 9.3 9.5 9.7 9.9 Total REX Revenue $776.6 $778.9 $775.2 $774.0 Source: TGE management 68


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – Financial Summary ($ in millions) For Years Ending December 31, 2020E 2021E 2022E 2023E Total REX Revenue $776.6 $778.9 $775.2 $774.0 Operating Expenses Less: Operating Leases ($29.1) ($29.1) ($29.1) ($29.1) Less: Operating and Maintenance Expense (31.6) (32.2) (32.9) (33.5) Less: General and Administrative Expense (22.7) (22.7) (22.7) (22.7) Less: Ad Valorem Taxes (85.9) (85.9) (85.9) (85.9) Less: Management Fee (6.1) (6.1) (6.0) (6.0) Adjusted EBITDA $601.3 $602.9 $598.6 $596.8 Less: Interest Expense (118.5) (118.5) (118.5) (118.5) Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) Distributable Cash Flow $466.8 $468.1 $463.6 $461.4 Less: Growth Capital Expenditures (40.0) -——- Cash Flow to Equity $426.8 $468.1 $463.6 $461.4 REX Distributable Cash Flow (Excluding Management Fee) $466.8 $468.1 $463.6 $461.4 Capital Expenditures Maintenance Capital Expenditures $15.9 $16.2 $16.6 $16.9 Growth Capital Expenditures 40.0 -——- Total Capital Expenditures $55.9 $16.2 $16.6 $16.9 TGE’s 75.0% Equity Interest in REX Adjusted EBITDA $450.9 $452.1 $449.0 $447.6 Distributable Cash Flow (Including Management Fee) 356.2 357.2 353.7 352.1 Capital Expenditures 41.9 12.2 12.4 12.7 Source: TGE management 69
Preliminary Draft –Subject to Change C. TGE Identified Growth Projects


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Preliminary Draft –Subject to Change TGE Identified Growth Projects Growth Projects – TGE’s Seahorse Pipeline and Plaquemines Liquids Terminal Asset Overview Seahorse and PLT Map ï® On August 1, 2018, TGE announced the joint Legend development with Drexel Hamilton Infrastructure Partners, LP of the Plaquemines Liquids Terminal Cushing, OK Seahorse PLT (“PLT”), an import- / export-capable liquids terminal located near the mouth of the Mississippi River Plaquemines ï,„ PLT is expected to be fully operational by Q2 2020E and is permitted for up to 20.0 MMBbls of Liquids storage capacity Terminal, ï,„ PLT will have the ability to fully load and unload LLC Suezmax vessels, giving customers access to international markets • TGE anticipates a separate offshore extension that would give PLT the added capability to load Very Large Crude Carriers by Q3 2021E ï® On August 1, 2018, TGE announced plans to develop the Seahorse Pipeline (“Seahorse”), a 700-mile, 30-inch, batch-capable crude oil pipeline from Cushing, OK to St. James, LA, with an anticipated in-service date of Q3 2021E ï,„ Seahorse will have 800 MBpd of crude oil transport capacity (initial capacity of 400 MBpd)ï,„ PXP will directly connect into Seahorse, providing Seahorse Powder River Basin producers with extensive Pipeline, LLC downstream market accessï® On August 15, 2018, TGE announced a binding open season, soliciting shipper commitments for crude oil transportation on Seahorseï® On November 26, 2018, TGE signed an agreement with an unaffiliated third-party that has the potential to be an anchor shipper and equity partner in Seahorse St. James, LA ï® TGE announced the 9th open season extension on July 31, 2019 Source: Public filings 70
Preliminary Draft –Subject to Change D. TGE Financial Projections


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Preliminary Draft –Subject to Change TGE Financial Projections TGE Financial Projections – Assumptions ï® The TGE Financial Projections and assumptions as provided by TGE management and utilized herein by Evercore, incorporate the following: ï,„ Segment-level EBITDA for each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation, Terminals, TMID, BNN and Stanchion ï,„ Dividends per share increasing from $2.25 in 2020E to $2.33 in 2023E as dividend coverage increases from 1.02x to 1.25x over the same period ï,„ Between $758.0 million and $860.0 million of growth capital expenditures in each of 2020E through 2023E • Includes $750.0 million of growth capital expenditures annually through the forecast period for a combination of projects and acquisitions currently planned and not currently identified based on historical growth and acquisition capital expenditures • Assumes projects and acquisitions are completed at a weighted average EBITDA multiple of 7.5x with 6.3% of EBITDA realized in the year capital expenditures occur, 81.3% of EBITDA realized in the following year and 100.0% of EBITDA realized thereafter ï,„ Growth capital expenditures are funded by a combination of dividend coverage, TGE follow-on equity issuances, borrowings on TGE’s revolver and long-term notes issuances • Assumes TGE issues 18.7 million, 8.7 million, 6.3 million and 10.5 million Class A Shares in 2020E, 2021E, 2022E and 2023E, respectively, at an implied dividend per share yield of 7.5% for net proceeds of between $175.0 million and $500.0 million annually • TGE issues $500.0 million in unsecured debt annually from 2020E through 2022E at an interest rate of 5.25% Source: TGE management 71
Preliminary Draft –Subject to Change TGE Financial Projections TGE Financial Projections ($ in millions, except per share amounts) For the Years Ending December 31, 2020E-2023E 2020E 2021E 2022E 2023E CAGR Natural Gas Transportation REX EBITDA to TGE $450.9 $452.1 $449.0 $447.6 (0.2%) Less: REX Interest Expense and Maintenance Capital Expenditures (94.7) (95.0) (95.3) (95.5) 0.3% REX Distributable Cash Flow to TGE $356.2 $357.2 $353.7 $352.1 (0.4%) Non-REX Natural Gas Transportation 84.1 87.9 89.8 89.7 2.2% Total Natural Gas Transportation $440.3 $445.1 $443.5 $441.8 0.1% Crude Oil Transportation Total Crude Oil Transportation EBITDA 1 $224.2 $232.4 $240.2 $242.7 2.7% Gathering, Processing & Terminalling Terminals $36.6 $37.0 $37.6 $38.1 1.4% TMID 41.5 47.1 49.8 51.1 7.2% BNN 104.7 127.2 136.3 136.7 9.3% Stanchion 10.0 10.0 10.0 10.0 —% Total Gathering, Processing & Terminalling EBITDA $192.8 $221.3 $233.7 $235.9 6.9% Total Asset EBITDA $857.3 $898.7 $917.4 $920.4 2.4% Plus: Growth Wedge EBITDA 17.1 100.8 200.8 300.8 NM Less: Corporate G&A (7.7) (7.8) (8.0) (8.1) 2.0% Total EBITDA $866.8 $991.8 $1,110.2 $1,213.1 11.9% Less: Maintenance Capital Expenditures 1 (37.7) (39.8) (42.4) (44.5) Less: Interest Expense (160.0) (186.0) (211.0) (235.0) Cash Available for Dividends $669.0 $765.9 $856.9 $933.6 11.7% Dividends Paid $655.5 $685.0 $704.0 $748.0 Average Shares Outstanding 290.8 304.5 312.0 320.4 CAFD / Share $2.30 $2.52 $2.75 $2.91 8.2% Dividends / Share 2.25 2.25 2.26 2.33 1.2% Total Dividend Coverage 1.02x 1.12x 1.22x 1.25x CAFD Surplus / (Shortfall) $13.5 $80.9 $152.9 $185.6 Total EBITDA $866.8 $991.8 $1,110.2 $1,213.1 Plus: REX EBITDA to TGE 450.9 452.1 449.0 447.6 Less: REX Distributable Cash Flow to TGE (356.2) (357.2) (353.7) (352.1) Adjusted EBITDA $961.5 $1,086.7 $1,205.5 $1,308.6 10.8% Source: TGE management 1. Includes adjustment of approximately $0.3 million per year to reclassify maintenance capital expenditures per TGE management 72


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Preliminary Draft –Subject to Change TGE Financial Projections TGE Financial Projections (cont’d) ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Sources CAFD Surplus / (Shortfall) $13.5 $80.9 $152.9 $185.6 Equity Issuance 500.0 225.0 175.0 300.0 Senior Note Issuance 500.0 500.0 500.0 —Revolving Credit Facility Draw / (Repayment) (153.5) 35.1 (69.9) 272.4 Cash from / (to) Balance Sheet -———- Total Sources $860.0 $841.0 $758.0 $758.0 Uses REX Expansion Capital $30.3 $— $— $—Powder River Gateway Capital Expenditures — 5.3 -—-TMID Capital Expenditures 27.3 26.3 -—-BNN Capital Expenditures 52.3 59.3 8.0 8.0 Other Growth Capital Expenditures / Acquisitions 750.0 750.0 750.0 750.0 Total Uses $860.0 $841.0 $758.0 $758.0 Capital Structure Cash $9.4 $9.4 $9.4 $9.4 Revolver 1,268.4 1,303.5 1,233.6 1,506.0 4.750% Senior Notes Due 2023 500.0 500.0 500.0 500.0 5.500% Senior Notes Due 2024 750.0 750.0 750.0 750.0 5.500% Senior Notes Due 2028 750.0 750.0 750.0 750.0 New 5.250% Senior Notes 500.0 1,000.0 1,500.0 1,500.0 Net Debt $3,759.0 $4,294.0 $4,724.2 $4,996.6 Net Debt / LTM EBITDA 4.3x 4.3x 4.3x 4.1x Source: TGE management 73
Preliminary Draft –Subject to Change III. Valuation of TGE Shares


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Preliminary Draft –Subject to Change Valuation of TGE Shares Valuation Methodologies ï® Evercore utilized the following analytical approaches and methodologies in its valuation of the TGE shares with an effective date of January 1, 2020 Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concepts of the time value of moneyï® Discounted the projected cash flows to the assumed January 1, 2020 effective dateï® Utilizing the TGE Financial Projections, asï® Corporate tax rate of 21.0% previously reviewed herein, Evercore:ï® Tax depreciation based on immediate expensing of capital expenditures and a full stepï,„ Utilized varying WACC discount rates and up in tax basis DCF Analysis applied various perpetuity growth rates to ï® WACC based on the Capital Asset Pricing Model (“CAPM”) for MLPs and C-Corps with derive after-tax valuation ranges for a assets comparable to those owned by TGE TGE share ï® For the terminal value, tax depreciation assumed to be equal to maintenance capitalï,„ Calculated terminal values based on a expenditures range of multiples of EBITDA derived from ï® EBITDA exit multiple of 8.5x to 10.5x (incorporating a discount for supply-driven versus precedent transactions as well as demand driven volumes) and a perpetuity growth rate of 0.75% to 1.75% assumed perpetuity growth rates ï® Projected dividends based on the TGE Financial Projections and discounted projected cash flows to the assumed January 1, 2020 effective date Discounted ï® Values TGE shares based on the present value of ï® Terminal yield range of 8.0% to 10.0% based on the dividend yield at which TGE has Dividend the future cash dividends to TGE shareholders traded since the first ex-dividend date following closing of the MLP Buy-In Analysis ï® Cost of equity of 8.0% to 9.0% based on the CAPM and 12.0% to 14.0% based on total expected market return for comparable midstream MLPs / C-Corps Peer Group ï® Valuation based on multiples of enterprise value ï® Based on multiples of enterprise value to EBITDA for MLPs and C-Corps with assets Trading / relevant EBITDA for publicly traded entities similar to those owned by TGE Analysis with assets similar to those owned by TGEï® Values the TGE shares based on the sum of the Sum-of-the- valuation of each business unit based on each ï® Metrics and assumptions as set forth on the following pages Parts Analysis of DCF Analysis, Peer Group Trading Analysis and Precedent M&A Transactions Analysis Premiums Values TGE shares based on Paid in ï® historical premiums paid in selected relevant cash ï® Median 1-Day, 30-Day and 60-Day premiums paid applied to relevant equity prices Only Midstream midstream mergers Reference Mergers 74
Preliminary Draft –Subject to Change Valuation of TGE Shares Summary Valuation Analysis ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $65.00 $59.76 $60.00 $55.00 $50.00 $45.25 $44.75 $45.00 $40.00 $35.00 $33.88 $30.24 $29.27 $30.00 $27.33 $26.88 $25.84 $25.35 $25.00 $22.96 $27.91 $22.92 $26.89 $22.71 $23.14 $22.57 $22.61 $24.22 $20.00 $18.65 $18.02 $20.88 $21.00 $15.00 $18.08 $17.82 $16.16 $16.14 $15.30 $15.13 $16.91 $16.26 $10.00 $13.16 $11.95 Proposed Consideration: $11.02 $5.00 $19.50 per Class A Share $— WACC of 6.0%—7.0% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX, Crude Oil Transportation 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple and Terminals 1 EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at WACC of 6.5%—7.5% Reference Materials Reference Materials Median 30-Day of 0.75%—1.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple EBITDA Exit Multiple: 9.0x to 11.0x Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Perpetuity Growth Rates of 0.25%—0.75% for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% Non-REX Natural Gas Transportation Detail Premium 14.2% WACC of 7.0%—8.0% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.5%—8.5% Implied TGE Share Value Including Growth Wedge EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN Implied TGE Share Value Excluding Growth Wedge WACC of 8.5%—9.5% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.0%—7.0% EBITDA Exit Multiple: 8.5x to 10.5x Source: TGE management Perpetuity Growth Rates of 0.75%—1.75% 1. Utilizes 1.00% to 2.00% for Terminals Perpetuity Growth Rate 75


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Preliminary Draft –Subject to Change Valuation of TGE Shares Corporate-Level – DCF Analysis Including Growth Wedge ($ in millions, except per share amounts) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 $961.5 $1,086.7 $1,205.5 $1,308.6 $1,407.8 2 $1,407.8 2 Adjusted EBITDA Less: Tax Depreciation and Amortization (15,267.8) (880.8) (800.4) (802.5) (57.2) EBIT ($14,306.2) $205.9 $405.1 $506.1 $1,350.6 Less: Taxes 3 — (8.6) (17.0) (21.3) (283.6) EBIAT ($14,306.2) $197.3 $388.1 $484.9 $1,067.0 Plus: Tax Depreciation and Amortization 15,267.8 880.8 800.4 802.5 57.2 4 Less: Growth Capital Expenditures 1 (860.0) (841.0) (758.0) (758.0) —Less: Maintenance Capital Expenditures (37.7) (39.8) (42.4) (44.5) (44.5) Less: REX Maintenance Capital Expenditures to TGE 1 (11.9) (12.2) (12.4) (12.7) (12.7) Unlevered Free Cash Flow $51.8 $185.1 $375.7 $472.2 $1,067.0 EBITDA Multiple / Perpetuity Growth Rate 9.5x 1.25% Implied Terminal Value $13,374.1 $20,577.8 PV of Terminal Value @ 6.5% Discount Rate $10,396.0 $16,507.3 Plus: PV of Unlevered Free Cash Flow @ 6.5% Discount Rate 918.4 Implied Enterprise Value $11,314.4 – $17,425.7 Less: Debt Outstanding as of January 1, 2020 1 (4,959.4) Plus: Cash as of January 1, 2020 9.4 Implied Equity Value $6,364.4 – $12,475.7 Implied TGE Share Value $22.62 – $44.34 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 7.5x 8.5x 9.5x 10.5x 11.5x 0.25% 0.75% 1.25% 1.75% 2.25% 5.5% $16.05 $20.09 $24.13 $28.16 $32.20 5.5% $45.80 $52.45 $60.67 $71.07 $84.68 6.0% 15.44 19.40 23.36 27.33 31.29 6.0% 39.63 45.06 51.64 59.76 70.04 WACC 6.5% 14.84 18.73 22.62 26.51 30.40 WACC 6.5% 34.47 38.98 44.34 50.84 58.87 7.0% 14.26 18.08 21.90 25.71 29.53 7.0% 30.08 33.88 38.33 43.64 50.06 7.5% 13.69 17.44 21.19 24.93 28.68 7.5% 26.31 29.54 33.29 37.70 42.94 Source: TGE management 1. EBITDA, Growth Capital Expenditures, Maintenance Capital Expenditures and Debt reflect 75% ownership interest in REX 2. Includes run-rate Growth Wedge EBITDA of $400.0 million 3. 21.0% corporate tax rate 4. Includes REX Maintenance Capital Expenditures to TGE
Preliminary Draft –Subject to Change Valuation of TGE Shares Corporate-Level – DCF Analysis Excluding Growth Wedge ($ in millions, except per share amounts) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth Adjusted EBITDA 1 $944.4 $985.9 $1,004.6 $1,007.8 $1,007.8 $1,007.8 Less: Tax Depreciation and Amortization (12,667.2) (130.8) (50.4) (52.5) (57.2) EBIT ($11,722.7) $855.1 $954.3 $955.3 $950.6 Less: Taxes 2 — (35.9) (40.1) (40.1) (199.6) EBIAT ($11,722.7) $819.2 $914.2 $915.2 $751.0 Plus: Tax Depreciation and Amortization 12,667.2 130.8 50.4 52.5 57.2 3 Less: Growth Capital Expenditures 1 (110.0) (91.0) (8.0) (8.0) —Less: Maintenance Capital Expenditures (37.7) (39.8) (42.4) (44.5) (44.5) Less: REX Maintenance Capital Expenditures to TGE 1 (11.9) (12.2) (12.4) (12.7) (12.7) Unlevered Free Cash Flow $784.8 $807.0 $901.8 $902.5 $751.0 EBITDA Multiple / Perpetuity Growth Rate 9.5x 1.25% Implied Terminal Value $9,574.1 $14,483.5 PV of Terminal Value @ 6.5% Discount Rate $7,442.2 $11,618.5 Plus: PV of Unlevered Free Cash Flow @ 6.5% Discount Rate 2,989.1 Implied Enterprise Value $10,431.2 – $14,607.6 Less: Debt Outstanding as of January 1, 2020 1 (4,959.4) Plus: Cash as of January 1, 2020 9.4 Implied Equity Value $5,481.2 – $9,657.6 Implied TGE Share Value $19.48 – $34.33 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 7.5x 8.5x 9.5x 10.5x 11.5x 0.25% 0.75% 1.25% 1.75% 2.25% 5.5% $14.92 $17.81 $20.70 $23.59 $26.49 5.5% $35.49 $40.18 $45.96 $53.28 $62.86 6.0% 14.41 17.25 20.09 22.92 25.76 6.0% 31.08 34.91 39.53 45.25 52.49 WACC 6.5% 13.91 16.70 19.48 22.27 25.05 WACC 6.5% 27.38 30.55 34.33 38.90 44.55 7.0% 13.43 16.16 18.89 21.63 24.36 7.0% 24.22 26.89 30.03 33.76 38.28 7.5% 12.95 15.64 18.32 21.00 23.68 7.5% 21.49 23.77 26.41 29.51 33.20 Source: TGE management 1. EBITDA, Growth Capital Expenditures, Maintenance Capital Expenditures and Debt reflect 75% ownership interest in REX 2. 21.0% corporate tax rate 3. Includes REX Maintenance Capital Expenditures to TGE 77


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Preliminary Draft –Subject to Change Valuation of TGE Shares Corporate-Level – Discounted Dividend Analysis For the Years Ending December 31, Terminal Value 2020E 2021E 2022E 2023E Low High TGE Dividend per Share $2.25 $2.25 $2.26 $2.33 $2.33 – $2.33 Terminal Yield 1 10.0% 8.0% Terminal Value $23.35 $29.18 Equity Cost of Capital Based on CAPM 2 Present Value @ 7.5% of Equity Value $25.37 – $29.74 Present Value @ 8.0% of Equity Value 24.98 – 29.27 Present Value @ 8.5% of Equity Value 24.60 – 28.81 Present Value @ 9.0% of Equity Value 24.22 – 28.36 Present Value @ 9.5% of Equity Value 23.85 – 27.91 Implied TGE Share Value – Based on CAPM $24.22 – $29.27 Equity Cost of Capital Based on Total Expected Market Return 2 Present Value @ 11.0% of Equity Value $22.80 – $26.65 Present Value @ 12.0% of Equity Value 22.13 – 25.84 Present Value @ 13.0% of Equity Value 21.50 – 25.08 Present Value @ 14.0% of Equity Value 20.88 – 24.34 Present Value @ 15.0% of Equity Value 20.30 – 23.63 Implied TGE Share Value – Based on Total Expected Market Return $20.88 – $25.84 1. Terminal Yield based on TGE’s median yield of 8.9% since its first ex-dividend date following closing of the MLP Buy-In (high/low yield range of 15.1% to 7.6%) 2. For detail on Equity Cost of Capital calculations, see Appendix 78
Preliminary Draft –Subject to Change Valuation of TGE Shares Corporate-Level – Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/18/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Corporate-Level Peer Trading Group Crestwood Equity Partners LP $33.96 $2,528.6 $5,741.6 9.4x 8.9x 7.1% 7.4% 7.7% 4.2x Enable Midstream Partners, LP 10.77 4,686.1 9,489.1 8.5 8.4 12.3% 12.3% 12.5% 4.0 Enbridge Inc. 36.06 73,131.5 131,673.3 12.6 11.9 6.2% 6.9% 7.3% 5.0 Energy Transfer LP 12.74 34,157.6 96,512.3 8.8 8.4 9.6% 9.6% 10.0% 4.5 EnLink Midstream, LLC 6.98 3,434.7 9,628.2 8.6 8.5 16.2% 16.5% 16.5% 4.3 Kinder Morgan, Inc. 20.02 45,321.4 81,785.4 10.6 10.5 5.0% 6.2% 6.6% 4.7 Plains All American Pipeline, L.P. 19.43 14,266.0 26,287.0 9.6 9.0 7.4% 7.8% 8.2% 3.3 TC PipeLines, LP 38.71 2,816.6 4,866.6 10.5 10.5 6.7% 6.7% 6.7% 4.3 Targa Resources Corp. 39.37 9,164.6 19,544.9 11.8 10.2 9.2% 9.2% 9.4% 5.3 The Williams Companies, Inc. 22.91 27,870.5 52,625.5 10.1 9.6 6.6% 7.3% 8.0% 4.5 Mean 10.1x 9.6x 8.6% 9.0% 9.3% 4.4x Median 9.9 9.3 7.2% 7.6% 8.1% 4.4 Peer Group Trading Analysis 2020E Adjusted EBITDA 1 $961.5 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $8,653.7 – $10,576.8 2021E Adjusted EBITDA 1 $1,086.7 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $9,237.2 – $11,410.7 Implied Enterprise Value $8,653.7 – $11,410.7 Less: Debt Outstanding as of January 1, 2020 1 (4,959.4) Plus: Cash as of January 1, 2020 9.4 Implied Equity Value $3,703.7 – $6,460.6 Implied TGE Share Value $13.16 – $22.96 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA and Debt reflect 75% ownership interest in REX 79


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Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Discounted Cash Flow Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concept of ï® Discounted the projected cash flows to an assumed January 1, 2020 effective date the time value of moneyï® Tax depreciation forecast based on a full tax-basis step-up and assuming immediate ï® Utilizing the TGE Financial Projections, expensing of capital expenditures Discounted Evercore: ï® EBITDA exit multiples and perpetuity growth rates for each business unit as set forth below Cash Flow â–º Utilized varying WACC discount rates and tax depreciation assumed to be to maintenance capital Analysisï® For the terminal value, equal terminal values to derive after-tax valuation expenditures (Sum-of-Parts) ranges ï® Midpoint WACC for each asset as set forth below utilizes CAPM for C-Corps and MLPs â–º Calculated terminal values based on a with assets similar to those of the respective business unit range of multiples of EBITDA and assumed perpetuity growth ratesï® Corporate tax rate of 21.0% Assumptions Resulting Enterprise Value Range EBITDA Exit Perpetuity Growth EBITDA Exit Multiple Perpetuity Growth Rate WACC Range Multiple Range Rate Range Low High Low High REX (Attributable to TGE) 6.5% – 7.5% 9.0x – 11.0x 0.25% – 0.75% $4,461.1 – $5,298.0 $5,133.2 – $6,300.2 Non-REX Natural Gas Transportation 7.0% – 8.0% 9.0 – 11.0 1.00% – 2.00% 845.8 – 1,009.8 925.0 – 1,239.5 Crude Oil Transportation and Stanchion 6.5% – 7.5% 9.0 – 11.0 0.25% – 0.75% 2,505.7 – 2,978.1 2,906.7 – 3,572.1 Terminals 6.5% – 7.5% 9.0 – 11.0 1.00% – 2.00% 378.8 – 450.0 475.0 – 656.3 TMID 7.5% – 8.5% 8.0 – 10.0 0.25% – 0.75% 365.6 – 455.0 357.1 – 435.9 BNN 8.5% – 9.5% 7.5 – 9.5 0.25% – 0.75% 1,001.4 – 1,231.4 1,128.0 – 1,334.5 Growth Wedge 1 6.0% – 7.0% 8.5 – 10.5 0.75% – 1.75% 472.9 – 1,171.1 1,944.3 – 4,083.6 Total Enterprise Value (Pre-Corporate G&A) $10,031.4 – $12,593.6 $12,869.3 – $17,622.1 Less: Value of Corporate G&A 2 8.8x – 10.8x 8.8x – 10.7x (67.2) – (82.4) (67.1) – (82.2) Total Enterprise Value $9,964.1 – $12,511.2 $12,802.2 – $17,539.9 Less: Debt as of January 1, 2020 3 (4,959.4) (4,959.4) (4,959.4) (4,959.4) Plus: Cash as of January 1, 2020 9.4 9.4 9.4 9.4 Implied Equity Value $5,014.1 – $7,561.2 $7,852.2 – $12,589.9 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value Including Growth Wedge $17.82 – $26.88 $27.91 – $44.75 Implied TGE Share Value Excluding Growth Wedge 16.14 – 22.71 21.00 – 30.24 1. Growth Wedge discounted at WACC range for Corporate-Level Analysis utilizing EBITDA exit multiples and perpetuity growth rate ranges consistent with those in the Corporate-Level Analysis 2. EBITDA multiples weighted by the respective Enterprise Values 3. Includes 75% of REX debt 80
Preliminary Draft –Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – REX ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $601.3 $602.9 $598.6 $596.8 $596.8 $596.8 Less: Tax Depreciation and Amortization (7,071.2) (16.2) (16.6) (16.9) (16.9) EBIT ($6,469.9) $586.6 $582.1 $579.9 $579.9 Less: Taxes 1 — (24.6) (24.4) (24.4) (121.8) EBIAT ($6,469.9) $562.0 $557.6 $555.5 $458.1 Plus: Tax Depreciation and Amortization 7,071.2 16.2 16.6 16.9 16.9 Less: Growth Capital Expenditures (40.4) -———-Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) (16.9) Unlevered Free Cash Flow $544.9 $562.0 $557.6 $555.5 $458.1 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $5,967.7 $7,082.9 PV of Terminal Value @ 7.0% Discount Rate $4,552.8 $5,589.4 Plus: PV of Unlevered Free Cash Flow @ 7.0% Discount Rate 1,943.7 Implied Asset Value $6,496.5 – $7,533.1 Implied Asset Value – 75.0% Interest Attributed to TGE $4,872.4 – $5,649.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.0% $4,320.6 $4,675.1 $5,029.7 $5,384.2 $5,738.7 6.0% $6,154.2 $6,369.4 $6,604.2 $6,861.4 $7,144.2 C AC 6.5% 4,254.3 4,602.2 4,950.1 5,298.0 5,646.0 AC C 6.5% 5,711.2 5,891.8 6,087.5 6,300.2 6,532.2 W 7.0% 4,189.4 4,530.9 4,872.4 5,213.8 5,555.3 W 7.0% 5,331.1 5,484.6 5,649.9 5,828.4 6,021.8 7.5% 4,126.0 4,461.1 4,796.3 5,131.4 5,466.6 7.5% 5,001.3 5,133.2 5,274.4 5,426.2 5,589.5 8.0% 4,063.9 4,392.9 4,721.9 5,050.9 5,379.8 8.0% 4,712.6 4,826.9 4,948.8 5,079.1 5,218.7 Source: TGE management 1. 21.0% corporate tax rate 81


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Preliminary Draft –Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – Non-REX Natural Gas Transportation ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $84.1 $87.9 $89.8 $89.7 $89.7 $89.7 Less: Tax Depreciation and Amortization (1,003.2) (12.1) (12.3) (12.5) (12.5) EBIT ($919.0) $75.8 $77.5 $77.3 $77.3 Less: Taxes 1 — (3.2) (3.3) (3.2) (16.2) EBIAT ($919.0) $72.7 $74.3 $74.0 $61.1 Plus: Tax Depreciation and Amortization 1,003.2 12.1 12.3 12.5 12.5 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (11.9) (12.1) (12.3) (12.5) (12.5) Unlevered Free Cash Flow $72.2 $72.7 $74.3 $74.0 $61.1 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.50% Implied Terminal Value $897.5 $1,032.9 PV of Terminal Value @ 7.5% Discount Rate $672.0 $801.9 Plus: PV of Unlevered Free Cash Flow @ 7.5% Discount Rate 254.3 Implied Asset Value $926.3 – $1,056.2 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.50% 1.00% 1.50% 2.00% 2.50% 6.5% $817.0 $886.8 $956.6 $1,026.3 $1,096.1 6.5% $1,079.3 $1,158.4 $1,253.2 $1,369.1 $1,514.0 C AC 7.0% 804.4 872.8 941.3 1,009.8 1,078.2 C AC 7.0% 1,001.6 1,067.7 1,145.8 1,239.5 1,354.1 W 7.5% 791.9 859.1 926.3 993.5 1,060.8 W 7.5% 934.9 990.9 1,056.2 1,133.4 1,226.1 8.0% 779.8 845.8 911.7 977.7 1,043.7 8.0% 877.0 925.0 980.3 1,044.9 1,121.2 8.5% 767.9 832.7 897.4 962.2 1,027.0 8.5% 826.4 867.8 915.3 970.0 1,033.8 Source: TGE management 1. 21.0% corporate tax rate 82
Preliminary Draft –Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – Crude Oil Transportation and Stanchion ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth Crude Oil Transportation EBITDA $224.2 $232.4 $240.2 $242.7 $242.7 $242.7 Stanchion EBITDA 10.0 10.0 10.0 10.0 10.0 10.0 Less: Tax Depreciation and Amortization (2,973.9) (9.8) (4.5) (4.6) (4.6) EBIT ($2,739.7) $232.6 $245.7 $248.1 $248.1 Less: Taxes 1 — (9.8) (10.3) (10.4) (52.1) EBIAT ($2,739.7) $222.8 $235.3 $237.7 $196.0 Plus: Tax Depreciation and Amortization 2,973.9 9.8 4.5 4.6 4.6 Less: Growth Capital Expenditures — (5.3) -——-Less: Maintenance Capital Expenditures (4.4) (4.4) (4.5) (4.6) (4.6) Unlevered Free Cash Flow $229.9 $222.8 $235.3 $237.7 $196.0 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $2,527.3 $3,030.5 PV of Terminal Value @ 7.0% Discount Rate $1,928.0 $2,391.5 Plus: PV of Unlevered Free Cash Flow @ 7.0% Discount Rate 809.8 Implied Asset Value $2,737.9 – $3,201.3 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.0% $2,426.2 $2,626.3 $2,826.5 $3,026.7 $3,226.9 6.0% $3,488.7 $3,611.5 $3,745.4 $3,892.1 $4,053.5 C AC 6.5% 2,388.8 2,585.2 2,781.7 2,978.1 3,174.6 C AC 6.5% 3,236.1 3,339.2 3,450.8 3,572.1 3,704.5 W 7.0% 2,352.2 2,545.0 2,737.9 2,930.7 3,123.5 W 7.0% 3,019.4 3,107.0 3,201.3 3,303.2 3,413.5 7.5% 2,316.5 2,505.7 2,695.0 2,884.2 3,073.5 7.5% 2,831.5 2,906.7 2,987.3 3,073.8 3,167.1 8.0% 2,281.5 2,467.3 2,653.0 2,838.8 3,024.6 8.0% 2,666.9 2,732.1 2,801.7 2,876.0 2,955.7 Source: TGE management 1. 21.0% corporate tax rate 83


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Preliminary Draft –Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – Terminals ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $36.6 $37.0 $37.6 $38.1 $38.1 $38.1 Less: Tax Depreciation and Amortization (482.5) (1.0) (1.1) (1.1) (1.1) EBIT ($446.0) $36.0 $36.5 $37.0 $37.0 Less: Taxes 1 — (1.5) (1.5) (1.6) (7.8) EBIAT ($446.0) $34.5 $35.0 $35.5 $29.3 Plus: Tax Depreciation and Amortization 482.5 1.0 1.1 1.1 1.1 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (1.0) (1.0) (1.1) (1.1) (1.1) Unlevered Free Cash Flow $35.5 $34.5 $35.0 $35.5 $29.3 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.50% Implied Terminal Value $381.1 $540.0 PV of Terminal Value @ 7.0% Discount Rate $290.8 $426.2 Plus: PV of Unlevered Free Cash Flow @ 7.0% Discount Rate 123.1 Implied Asset Value $413.8 – $549.2 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.50% 1.00% 1.50% 2.00% 2.50% 6.0% $366.8 $397.0 $427.2 $457.4 $487.6 6.0% $561.4 $607.4 $663.6 $733.9 $824.2 C AC 6.5% 361.2 390.8 420.4 450.0 479.7 C AC 6.5% 517.4 555.3 600.7 656.3 725.7 W 7.0% 355.7 384.7 413.8 442.9 472.0 W 7.0% 480.1 511.8 549.2 594.2 649.1 7.5% 350.3 378.8 407.3 435.9 464.4 7.5% 448.2 475.0 506.3 543.3 587.7 8.0% 345.0 373.0 401.0 429.0 457.0 8.0% 420.4 443.4 469.9 500.9 537.5 Source: TGE management 1. 21.0% corporate tax rate 84
Preliminary Draft –Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – TMID ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $41.5 $47.1 $49.8 $51.1 $51.1 $51.1 Less: Tax Depreciation and Amortization (439.0) (37.1) (11.2) (11.4) (11.4) EBIT ($397.5) $10.0 $38.6 $39.7 $39.7 Less: Taxes 1 — (0.4) (1.6) (1.7) (8.3) EBIAT ($397.5) $9.6 $37.0 $38.0 $31.4 Plus: Tax Depreciation and Amortization 439.0 37.1 11.2 11.4 11.4 Less: Growth Capital Expenditures (27.3) (26.3) -——-Less: Maintenance Capital Expenditures (10.6) (10.8) (11.2) (11.4) (11.4) Unlevered Free Cash Flow $3.6 $9.6 $37.0 $38.0 $31.4 EBITDA Multiple / Perpetuity Growth Rate 9.0x 0.50% Implied Terminal Value $459.9 $420.3 PV of Terminal Value @ 8.0% Discount Rate $338.0 $321.0 Plus: PV of Unlevered Free Cash Flow @ 8.0% Discount Rate 71.5 Implied Asset Value $409.5 – $392.6 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 7.0x 8.0x 9.0x 10.0x 11.0x —% 0.25% 0.50% 0.75% 1.00% 7.0% $346.2 $385.2 $424.2 $463.2 $502.1 7.0% $426.9 $440.9 $456.0 $472.3 $490.0 C AC 7.5% 340.2 378.5 416.8 455.0 493.3 C AC 7.5% 397.1 409.1 422.0 435.9 450.8 W 8.0% 334.4 372.0 409.5 447.1 484.7 W 8.0% 371.0 381.4 392.6 404.5 417.2 8.5% 328.7 365.6 402.5 439.3 476.2 8.5% 348.0 357.1 366.8 377.1 388.1 9.0% 323.2 359.4 395.6 431.8 468.0 9.0% 327.5 335.5 344.0 353.1 362.6 Source: TGE management 1. 21.0% corporate tax rate 85


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Preliminary Draft –Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – BNN ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $104.7 $127.2 $136.3 $136.7 $136.7 $136.7 Less: Tax Depreciation and Amortization (1,222.3) (61.2) (9.9) (9.9) (1.9) EBIT ($1,117.5) $66.0 $126.3 $126.7 $134.7 Less: Taxes 1 — (2.8) (5.3) (5.3) (28.3) EBIAT ($1,117.5) $63.2 $121.0 $121.4 $106.4 Plus: Tax Depreciation and Amortization 1,222.3 61.2 9.9 9.9 1.9 Less: Growth Capital Expenditures (52.3) (59.3) (8.0) (8.0) —Less: Maintenance Capital Expenditures (1.6) (1.8) (1.9) (1.9) (1.9) Unlevered Free Cash Flow $50.8 $63.2 $121.0 $121.4 $106.4 EBITDA Multiple / Perpetuity Growth Rate 8.5x 0.50% Implied Terminal Value $1,161.6 $1,258.3 PV of Terminal Value @ 9.0% Discount Rate $822.9 $930.7 Plus: PV of Unlevered Free Cash Flow @ 9.0% Discount Rate 291.6 Implied Asset Value $1,114.4 – $1,222.2 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 6.5x 7.5x 8.5x 9.5x 10.5x —% 0.25% 0.50% 0.75% 1.00% 8.0% $950.7 $1,051.1 $1,151.6 $1,252.0 $1,352.5 8.0% $1,313.9 $1,349.3 $1,387.1 $1,427.5 $1,470.7 C AC 8.5% 935.6 1,034.2 1,132.8 1,231.4 1,330.0 C AC 8.5% 1,235.7 1,266.6 1,299.5 1,334.5 1,371.8 W 9.0% 920.8 1,017.6 1,114.4 1,211.3 1,308.1 W 9.0% 1,166.1 1,193.4 1,222.2 1,252.8 1,285.3 9.5% 906.4 1,001.4 1,096.5 1,191.5 1,286.6 9.5% 1,103.9 1,128.0 1,153.5 1,180.4 1,209.0 10.0% 892.3 985.6 1,078.9 1,172.3 1,265.6 10.0% 1,047.9 1,069.4 1,092.1 1,115.9 1,141.1 Source: TGE management 1. 21.0% corporate tax rate 86
Preliminary Draft –Subject to Change Valuation of TGE Shares Discounted Cash Flow Analysis – Growth Wedge ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $17.1 $100.8 $200.8 $300.8 $400.0 2 $400.0 2 Less: Tax Depreciation and Amortization (2,560.5) (748.5) (747.0) (745.5) 4.5 EBIT ($2,543.4) ($647.7) ($546.2) ($444.7) $404.5 Less: Taxes 1 -———- (84.9) EBIAT ($2,543.4) ($647.7) ($546.2) ($444.7) $319.6 Plus: Tax Depreciation and Amortization 2,560.5 748.5 747.0 745.5 (4.5) Less: Growth Capital Expenditures (750.0) (750.0) (750.0) (750.0) —Less: Maintenance Capital Expenditures (0.3) (1.5) (3.0) (4.5) 4.5 Unlevered Free Cash Flow ($733.2) ($650.7) ($552.2) ($453.7) $319.6 EBITDA Multiple / Perpetuity Growth Rate 9.5x 1.25% Implied Terminal Value $3,800.0 $6,163.0 PV of Terminal Value @ 6.5% Discount Rate $2,953.8 $4,943.9 Plus: PV of Unlevered Free Cash Flow @ 6.5% Discount Rate (2,138.2) Implied Asset Value $815.7 – $2,805.8 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities 2023E EBITDA Multiple Perpetuity Growth Rate 7.5x 8.5x 9.5x 10.5x 11.5x 0.25% 0.75% 1.25% 1.75% 2.25% 5.5% $248.2 $571.1 $894.0 $1,216.9 $1,539.8 5.5% $2,886.0 $3,446.5 $4,138.8 $5,015.7 $6,162.5 C AC 6.0% 220.6 537.5 854.3 1,171.1 1,488.0 C AC 6.0% 2,388.0 2,845.6 3,399.4 4,083.6 4,950.3 W 6.5% 193.8 504.7 815.7 1,126.6 1,437.5 W 6.5% 1,973.7 2,353.6 2,805.8 3,353.2 4,029.4 7.0% 167.7 472.9 778.1 1,083.2 1,388.4 7.0% 1,624.4 1,944.3 2,319.7 2,766.6 3,307.6 7.5% 142.4 441.9 741.4 1,041.0 1,340.5 7.5% 1,326.7 1,599.1 1,915.2 2,286.3 2,728.1 Source: TGE management 1. 21.0% corporate tax rate 2. Run-rate Growth Wedge EBITDA based on $3,000.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 87


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Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transaction Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Precedent M&A ï® Values TGE shares based on multiples of Transaction transaction value to EBITDA based on ï® Based on transaction value / EBITDA Analysis historical asset transactions involving assetsï® Transaction value / EBITDA multiples applied to 2019E EBITDA (Sum-of-Parts) similar to those owned by TGE Assumptions Resulting Enterprise Value Range 2019E EBITDA 2019E EBITDA Low High Low High REX (Attributable to TGE) 8.5x – 10.5x $4,800.4 – $5,929.9 Non-REX Natural Gas Transportation 8.5 – 10.5 697.0 – 861.0 Crude Oil Transportation and Stanchion 8.5 – 10.5 2,745.5 – 3,391.5 Terminals 8.0 – 10.0 288.0 – 360.0 TMID 8.5 – 10.5 280.5 – 346.5 BNN 7.0 – 9.0 518.0 – 666.0 Total Enterprise Value (Pre-Corporate G&A) $9,329.4 – $11,554.9 Less: Value of Corporate G&A 1 8.4x – 10.4x (75.6) – (93.6) Total Enterprise Value $9,253.8 – $11,461.3 Less: Debt as of January 1, 2020 2 (4,959.4) (4,959.4) Plus: Cash as of January 1, 2020 9.4 9.4 Implied Equity Value $4,303.8 – $6,511.3 TGE Shares Outstanding 281.334 281.334 Implied TGE Share Value $15.30 – $23.14 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 88
Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Transportation ($ in millions) Selected M&A Transactions – Long-Haul Natural Gas Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 1/14/19 NEXUS Gas Transmission, LLC / Generation Pipeline LLC $160.0 NA 2/7/18 Tallgrass Energy GP, LP / 25.01% interest in Rockies Express Pipeline LLC (Tallgrass Development LP) 1,044.0 6.4x 11/6/17 American Midstream Partners, LP / Trans-Union Interstate Pipeline (ArcLight Capital Partners, LLC) 48.0 6.5 7/31/17 Blackstone Energy Partners / 32.44% interest in Rover Pipeline (Energy Transfer Partners, LP) 1,571.0 10.7 6/1/17 TC PipeLines, LP / 49.3% interest in Iroquois Gas Transmission System, LP and 11.8% interest in Portland Natural Gas Transmission (TransCanada Corp.) 765.0 10.9 4/3/17 Tallgrass Energy Partners, LP / 24.99% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP) 1,043.5 6.6 10/15/16 Dominion Midstream Partners / Questar Pipeline LLC (Dominion Resources) 1,725.0 9.1 7/10/16 Southern Company / 50% Interest in Southern Natural Gas Pipeline System (Kinder Morgan, Inc.) 2,075.0 10.4 5/9/16 Tallgrass Energy Partners, LP / 25% interest in Rockies Express Pipeline LLC (Sempra U.S. Gas and Power) 440.0 6.9 11/6/15 TC Pipelines, LP / 49.9% interest in Portland Natural Gas Transmission System (TransCanada Corp.) 1,084.0 11.0 8/17/15 Dominion Midstream Partners, LP / 25.93% Interest in Iroquois Gas Transmission System, LP (National Grid and New Jersey Resources Corp.) 286.5 9.8 Mean 8.8x All Median 9.5 Transactions Min 6.4 Max 11.0 Excluding Mean 9.8x Tallgrass / Median 10.4 REX Min 6.5 Transactions Max 11.0 Precedent M&A Transactions Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2019E EBITDA $753.0 $82.0 Relevant EBITDA Multiple 8.5x – 10.5x 8.5x – 10.5x Implied Enterprise Value $6,400.5 – $7,906.5 $697.0 – $861.0 Implied Enterprise Value Attributed to TGE $4,800.4 – $5,929.9 $697.0 – $861.0 Source: Public filings, Company presentations, Press releases, 1Derrick 89


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Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Transportation ($ in millions) Selected M&A Transactions – Long-Haul Crude Oil Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/28/19 Delek Logistics Partners, LP / 33.0% interest in Red River Pipeline Company LLC (Plains All American Pipeline L.P.) $387.9 8.8x 8/21/18 OMERS Infrastructure Management, Inc. / 50% interest in BridgeTex Pipeline Company, LLC (Plains All American Pipeline, L.P., Magellan Midstream, L.P.) 2,876.0 9.8 1/3/18 Andeavor / 110-mile crude oil pipeline and oil storage terminals (Rangeland Energy II, LLC) 396.0 9.0 8/10/17 Holly Energy Partners LP/ Remaining 50% interest in Frontier Aspen LLC and 75% interest in SLC Pipeline LLC (Plains All American Pipeline L.P.) 250.0 10.9 2/13/17 Plains All American Pipeline L.P. & Noble Midstream Partners LP / Advantage Pipeline, LLC 133.0 9.5 1/4/16 Tallgrass Energy Partners, LP / 31.3% interest in Tallgrass Pony Express Pipeline (Tallgrass Development, LP) 2,375.8 8.7 11/2/15 Western Refining Logistics, LP / TexNew Mex Pipeline and an 80,000 barrel crude oil storage tank (Western Refining, Inc.) 180.0 9.6 3/23/15 EnLink Midstream Partners, LP / Victoria Express Pipeline (Devon Energy Corporation) 180.0 8.7 Mean 9.4x Median 9.3 Min 8.7 Max 10.9 Precedent M&A Transactions Analysis – Crude Oil Transportation and Stanchion 2019E EBITDA $323.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $2,745.5 – $3,391.5 Source: Public filings, Company presentations, Press releases, 1Derrick 90
Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Terminals ($ in millions) Selected M&A Transactions – Crude Oil Terminals Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 2/26/18 Delek Logistics Partners, LP / Big Spring Logistics’ storage tanks, NGL storage and asphalt/light products terminals (Delek US Holdings, Inc.) $315.0 7.8x 1/3/18 Tallgrass Energy Partners, LP / 38% interest in Deeprock North, LLC crude oil terminal in North Cushing, OK (Kinder Morgan, Inc.) 19.5 8.0 1/3/18 Tallgrass Energy Partners, LP / 51% interest in Pawnee Terminal (Zenith Energy) 31.0 6.2 8/2/17 International-Matex Tank Terminals (Macquarie Infrastructure Corp.) / Epic Midstream (White Deer Energy / Blue Water Energy) 171.5 11.0 6/6/17 SemGroup Corporation / Houston Fuel Oil Terminal Company (Alinda Capital Partners) 2,100.0 15.0 6/5/17 USD Partners LP / Crude oil destination terminal in Stroud, OK (Undisclosed) 25.0 2.5 1/3/17 Tallgrass Energy Partners, LP / Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC (Tallgrass Development, LLC) 140.0 12.7 10/21/16 NuStar Energy L.P. / Crude oil and refined product storage assets in Port of Corpus Christi (Martin Midstream Partners L.P.) 107.0 7.9 7/14/15 Arc Logistics Partners LP / Pawnee crude terminal and development assets (United Energy Trading, LLC / Hawkeye Midstream, LLC) 76.6 8.3 Mean 8.8x Median 8.0 Min 2.5 Max 15.0 Precedent M&A Transactions Analysis – Terminals 2019E EBITDA $36.0 Relevant EBITDA Multiple 8.0x – 10.0x Implied Enterprise Value $288.0 – $360.0 Source: TGE management, Public filings, Company presentations, Press releases, 1Derrick 91


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Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Gathering & Processing ($ in millions) Selected M&A Transactions – Natural Gas Gathering & Processing Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/2/19 DTE Midstream (DTE Energy) / 30% interest in Stonewall Gas Gathering (AltaGas Ltd.) $275.3 12.0x 4/10/19 Crestwood Equity Partners LP / Remaining 50.0% interest in Jackalope Gas Gathering Services, L.L.C. (The Williams Companies, Inc.) 484.6 9.8 3/28/19 SK Holdings Co Ltd / Minority interest in Blue Racer Midstream, LLC (First Reserve) 300.0 9.2 3/14/19 EQM Midstream Partners, LP / 60% interest in Eureka Midstream Holdings, LLC and 100% interest in Hornet Midstream Holdings, LLC (Morgan Stanley Infrastructure Partners) 1,030.0 10.3 2/19/19 GSO Capital Partners and Blackstone Tactical Opportunities / 45% equity interest in Targa Badlands LLC (Targa Resources Corp.) 1,600.0 12.0 11/1/18 First Reserve / 50% interest in Blue Racer Midstream, LLC (Dominion Energy, Inc.) 1,200.0 9.2 2/7/18 CNX Midstream Partners LP / 95% interest in the Shirley-Pennsboro Gathering System (CNX Resources Corporation) 265.0 11.5 6/13/17 Howard Energy Partners / 50% Interest in Delaware Basin G&P assets (WPX Energy, Inc.) 431.5 7.2 5/24/17 Crestwood Permian Basin Holdings LLC / Delaware Basin Willow Lake G&P (Crestwood Equity Partners LP) 151.0 9.6 5/18/17 Energy Transfer Partners, LP / 34.4% remaining interest in Penntex Midstream Partners, LP 280.3 10.0 11/21/16 Tesoro Logistics LP / Williston G&P Assets (Whiting Oil and Gas Corporation / GBK Investments, LLC / WBI Energy Midstream, LLC) 700.0 6.7 Mean 9.8x Median 9.8 Min 6.7 Max 12.0 Precedent M&A Transactions Analysis – TMID 2019E EBITDA $33.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $280.5 – $346.5 Source: TGE management 92
Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Precedent M&A Transactions Analysis – Water Logistics ($ in millions) Selected M&A Transactions – Water Logistics Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 9/26/19 NGL Energy Partners LP / Hillstone Environmental Partners, LLC $600.0 7.0x 5/14/19 NGL Energy Partners LP / Mesquite Disposals Unlimited, LLC 890.0 8.3 12/20/18 WaterBridge Resources LLC / 9 SWD wells and additional permits (NGL Energy Partners LP) 238.8 9.6 10/31/18 WaterBridge Resources LLC / Delaware Basin water infrastructure assets (Halcón Resources Corporation) 200.0 9.1 10/5/18 Nuverra Environmental Solutions, Inc. / Clearwater Solutions 41.9 5.2 2/7/18 Tallgrass Energy Partners, LP / Buckhorn SWD Solutions, LLC and Buckhorn Energy Services, LLC 95.0 5.0 12/16/15 Tallgrass Energy Partners, LP / BNN Western, LLC (Whiting Oil and Gas Corporation) 75.0 9.0 9/18/15 Antero Midstream Partners LP / Appalachia freshwater delivery and produced water treatment & disposal (Antero Resources Corp.) 1,050.0 8.8 9/2/14 Ferrellgas Partners LP / Two saltwater disposal wells in Eagle Ford, an option to acquire an additional SWD well (C&E Production, LLC) 65.0 6.0 7/9/14 NGL Energy Partners LP / 5 SWD wells in the Eagle Ford and the Permian 83.0 5.2 Mean 7.3x Median 7.7 Min 5.0 Max 9.6 Precedent M&A Transactions Analysis – BNN 2019E EBITDA $74.0 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value $518.0 – $666.0 Source: TGE management 93


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Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Peer Group ï® Valuation based on multiples of enterprise Trading value / relevant EBITDA for publicly traded ï® Based on enterprise value / EBITDA Analysis entities with assets similar to those owned by ï® Enterprise value / EBITDA multiples applied to 2020E and 2021E EBITDA (Sum-of-Parts) TGE Assumptions Resulting Enterprise Value Range 2020E EBITDA 2021E EBITDA 2020E EBITDA 2021E EBITDA Low High Low High Low High Low High REX (Attributable to TGE) 9.5x – 11.5x 9.0x – 11.0x $4,283.9 – $5,185.8 $4,069.2 – $4,973.5 Non-REX Natural Gas Transportation 9.5 – 11.5 9.0 – 11.0 799.1 – 967.4 791.2 – 967.1 Crude Oil Transportation and Stanchion 9.5 – 11.5 9.0 – 11.0 2,130.0 – 2,578.5 2,091.4 – 2,556.2 Terminals 7.5 – 10.0 7.0 – 9.5 274.2 – 365.6 259.2 – 351.7 TMID 7.5 – 9.5 7.0 – 9.0 311.4 – 394.5 329.7 – 423.8 BNN 5.5 – 7.5 4.5 – 6.5 576.0 – 785.5 572.2 – 826.5 Growth Wedge 1 8.9 – 10.9 8.3 – 10.3 897.0 – 1,100.6 1,657.9 – 2,063.3 Total Enterprise Value (Pre-Corporate G&A) $9,271.8 – $11,377.9 $9,770.7 – $12,162.0 Less: Value of Corporate G&A 1 8.4x – 10.3x 8.3x – 10.3x (63.9) – (79.1) (63.8) – (79.0) Total Enterprise Value $9,207.9 – $11,298.7 $9,706.9 – $12,083.0 Less: Debt as of January 1, 2020 2 (4,959.4) (4,959.4) (4,959.4) (4,959.4) Plus: Cash as of January 1, 2020 9.4 9.4 9.4 9.4 Implied Equity Value $4,257.9 – $6,348.7 $4,756.9 – $7,133.0 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value Including Growth Wedge $15.13 – $22.57 $16.91 – $25.35 Implied TGE Share Value Excluding Growth Wedge 11.95 – 18.65 11.02 – 18.02 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 94
Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Natural Gas Transportation ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/18/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Natural Gas Transportation Enbridge Inc. $36.06 $73,131.5 $131,673.3 12.6x 11.9x 6.2% 6.9% 7.3% 5.0x Energy Transfer LP 12.74 34,157.6 96,512.3 8.8 8.4 9.6% 9.6% 10.0% 4.5 EQM Midstream Partners, LP 33.06 6,627.1 13,118.1 8.7 7.3 14.0% 14.5% 14.7% 3.6 TC PipeLines, LP 38.71 2,816.6 4,866.6 10.5 10.5 6.7% 6.7% 6.7% 4.3 TC Energy Corporation 51.44 47,931.4 84,252.6 11.8 11.4 4.4% 4.8% 5.2% 5.3 Kinder Morgan, Inc. 20.02 45,321.4 81,785.4 10.6 10.5 5.0% 6.2% 6.6% 4.7 The Williams Companies, Inc. 22.91 27,870.5 52,625.5 10.1 9.6 6.6% 7.3% 8.0% 4.5 Mean 10.4x 10.0x 7.5% 8.0% 8.4% 4.6x Median 10.5 10.5 6.6% 6.9% 7.3% 4.5 Peer Group Trading Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2020E EBITDA $601.3 $84.1 Relevant EBITDA Multiple 9.5x – 11.5x 9.5x – 11.5x Implied Enterprise Value Based on 2020E EBITDA $5,711.9 – $6,914.4 $799.1 – $967.4 2021E EBITDA $602.9 $87.9 Relevant EBITDA Multiple 9.0x – 11.0x 9.0x – 11.0x Implied Enterprise Value Based on 2021E EBITDA $5,425.7 – $6,631.4 $791.2 – $967.1 Implied Enterprise Value $5,425.7 – $6,914.4 $791.2 – $967.4 Implied Enterprise Value Attributed to TGE $4,069.2 – $5,185.8 $791.2 – $967.4 Source: TGE management, Public filings, Wall Street research, FactSet 95


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Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution Yield Debt / 2019E Partnership 10/18/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Crude Oil Transportation Holly Energy Partners, L.P. $23.13 $2,441.7 $4,035.6 11.1x 11.0x 11.6% 11.7% 8.7% 4.1x Magellan Midstream Partners, L.P. 65.04 14,855.4 19,406.7 12.1 11.8 6.2% 6.6% 6.9% 3.3 MPLX LP 26.80 35,376.5 57,250.5 10.6 10.2 10.0% 10.6% 11.1% 4.0 NuStar Energy L.P. 28.38 3,058.3 7,588.5 10.5 9.9 8.5% 8.5% 8.5% 5.1 Phillips 66 Partners LP 54.92 12,408.5 16,392.5 11.6 10.6 6.2% 6.6% 7.1% 2.7 Plains All American Pipeline, L.P. 19.43 14,266.0 26,287.0 9.6 9.0 7.4% 7.8% 8.2% 3.3 Shell Midstream Partners, L.P. 20.89 4,759.7 7,248.7 8.4 8.2 8.2% 8.9% 9.2% 3.7 Mean 10.6x 10.1x 8.3% 8.7% 8.5% 3.8x Median 10.6 10.2 8.2% 8.5% 8.5% 3.7 Peer Group Trading Analysis – Crude Oil Transportation and Stanchion 2020E EBITDA $224.2 Relevant EBITDA Multiple 9.5x – 11.5x Implied Enterprise Value Based on 2020E EBITDA $2,130.0 – $2,578.5 2021E EBITDA $232.4 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2021E EBITDA $2,091.4 – $2,556.2 Implied Enterprise Value $2,091.4 – $2,578.5 Source: TGE management, Public filings, Wall Street research, FactSet 96
Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis –Terminals ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/18/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Terminals Global Partners LP $20.64 $706.4 $2,324.0 10.3x 9.9x 10.0% 10.0% 9.8% 7.0x Sprague Resources LP 17.31 393.5 951.7 7.5 7.1 15.4% 15.4% 15.4% 5.1 USD Partners LP 9.65 261.0 467.1 NA NA 15.1% NA NA NA Mean 8.9x 8.5x 13.5% 12.7% 12.6% 6.1x Median 8.9 8.5 15.1% 12.7% 12.6% 6.1 Peer Group Trading Analysis – Terminals 2020E EBITDA $36.6 Relevant EBITDA Multiple 7.5x – 10.0x Implied Enterprise Value Based on 2020E EBITDA $274.2 – $365.6 2021E EBITDA $37.0 Relevant EBITDA Multiple 7.0x – 9.5x Implied Enterprise Value Based on 2021E EBITDA $259.2 – $351.7 Implied Enterprise Value $259.2 – $365.6 Source: TGE management, Public filings, Wall Street research, FactSet 97


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Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Gathering and Processing ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/18/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Gathering and Processing CNX Midstream Partners LP $13.14 $854.6 $1,513.2 6.2x 5.7x 11.8% 13.3% 14.5% 2.7x Crestwood Equity Partners LP 33.96 2,528.6 5,741.6 9.4 8.9 7.1% 7.4% 7.7% 4.2 DCP Midstream, LP 23.06 3,372.3 9,758.3 7.9 7.4 13.5% 13.5% 13.5% 4.7 Enable Midstream Partners, LP 10.77 4,686.1 9,489.1 8.5 8.4 12.3% 12.3% 12.5% 4.0 EnLink Midstream, LLC 6.98 3,434.7 9,628.2 8.6 8.5 16.2% 16.5% 16.5% 4.3 Hess Midstream Partners LP 21.14 6,017.0 7,762.1 10.6 9.1 7.5% 8.8% 10.1% NM Noble Midstream Partners LP 23.75 945.8 2,693.8 8.0 6.9 10.8% 13.2% 15.5% 3.5 Oasis Midstream Partners LP 16.59 560.9 1,281.5 6.8 6.2 11.8% 14.5% 16.2% 2.7 Summit Midstream Partners, LP 4.51 379.7 2,338.6 7.6 7.1 25.5% 25.5% 25.5% 5.8 Targa Resources Corp. 39.37 9,164.6 19,544.9 11.8 10.2 9.2% 9.2% 9.4% 5.3 Western Midstream Partners, LP 22.79 10,324.1 17,878.7 9.5 8.8 10.8% 11.4% 12.0% 4.4 Mean 8.6x 7.9x 12.4% 13.2% 14.0% 4.2x Median 8.5 8.4 11.8% 13.2% 13.5% 4.2 Peer Group Trading Analysis – TMID 2020E EBITDA $41.5 Relevant EBITDA Multiple 7.5x – 9.5x Implied Enterprise Value Based on 2020E EBITDA $311.4 – $394.5 2021E EBITDA $47.1 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2021E EBITDA $329.7 – $423.8 Implied Enterprise Value $311.4 – $423.8 Source: TGE management, Public filings, Wall Street research, FactSet 98
Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Water Logistics ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 10/18/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Water Logistics NGL Energy Partners LP $11.45 $1,446.4 $4,889.9 7.4x 6.8x 13.6% 13.7% 13.6% 4.0x Rattler Midstream LP 15.22 2,340.3 2,338.8 6.5 5.3 —% 7.6% 8.7% 0.0 Select Energy Services, Inc. 7.27 783.8 760.4 4.1 4.0 —% —% —% 0.0 Mean 6.0x 5.4x 4.5% 7.1% 7.4% 1.4x Median 6.5 5.3 0.0% 7.6% 8.7% 0.0 Peer Group Trading Analysis – BNN 2020E EBITDA $104.7 Relevant EBITDA Multiple 5.5x – 7.5x Implied Enterprise Value Based on 2020E EBITDA $576.0 – $785.5 2021E EBITDA $127.2 Relevant EBITDA Multiple 4.5x – 6.5x Implied Enterprise Value Based on 2021E EBITDA $572.2 – $826.5 Implied Enterprise Value $572.2 – $826.5 Source: TGE management, Public filings, Wall Street research, FactSet 99


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Preliminary Draft –Subject to Change Valuation of TGE Shares Sum-of-the-Parts – Peer Group Trading Analysis – Growth Wedge ($ in millions) Peer Group Trading Analysis 2020E EBITDA $100.8 Relevant EBITDA Multiple 1 8.9x – 10.9x Implied Enterprise Value Based on 2020E EBITDA $897.0 – $1,100.6 2021E EBITDA $200.8 Relevant EBITDA Multiple 1 8.3x – 10.3x Implied Enterprise Value Based on 2021E EBITDA $1,657.9 – $2,063.3 Implied Enterprise Value $897.0 – $2,063.3 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 100
Preliminary Draft –Subject to Change For Reference Only Valuation of TGE Shares Premiums Paid in Midstream Acquisitions Premium1 Date 1-Day 30-Day 60-Day 90-Day Announced Acquiror / Target Consideration Prior Spot VWAP VWAP VWAP 10/01/19 Brookfield Business Partners L.P. / Teekay Offshore Partners L.P. Cash-for-Unit 28.1% 9.8% 20.6% 19.5% 09/16/19 Energy Transfer LP / SemGroup Corporation Cash/Unit-for-Share 65.4% 80.2% 62.1% 50.2% 08/21/19 Pembina Pipeline Corporation / Kinder Morgan Canada Limited Share-for-Share 37.7% 32.5% 30.3% 17.6% 05/10/19 IFM Investors / Buckeye Partners, L.P. Cash-for-Unit 27.5% 22.9% 23.9% 27.9% 05/08/19 MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP) Unit-for-Unit 1.8% 0.5% (0.9%) (1.6%) 03/18/19 ArcLight Energy Partners Fund V, L.P. / American Midstream, LP Cash-for-Unit 31.3% 32.0% 33.5% 21.5% 02/05/19 SunCoke Energy, Inc. / SunCoke Energy Partners, L.P. Stock-for-Unit 9.3% 31.2% 26.5% 18.9% 07/10/18 ArcLight Energy Partners Fund VI, L.P. / TransMontaigne Partners L.P. Cash-for-Unit 13.5% 8.6% 8.2% 10.2% 11/08/18 Western Gas Equity Partners, LP / Western Gas Partners, LP Unit-for-Unit 7.6% 13.8% 9.3% 5.9% 10/22/18 EnLink Midstream, LLC / EnLink Midstream Partners, LP Unit-for-Unit 1.1% (0.6%) 1.5% 5.8% 10/18/18 Valero Energy Corporation / Valero Energy Partners LP Cash-for-Unit 6.0% 11.9% 10.9% 10.2% 10/09/18 Antero Midstream GP LP / Antero Midstream Partners LP Cash/Stock-for-Unit 63.7% 6.6% 7.3% 8.2% 08/01/18 Energy Transfer Equity, L.P. / Energy Transfer Partners, L.P. Unit-for-Unit 11.2% 19.2% 22.3% 27.4% 06/09/18 Cheniere Energy, Inc. / Cheniere Energy Partners LP Holdings, LLC Stock-for-Unit 6.6% 8.2% 7.7% 6.7% 05/17/18 The Williams Companies, Inc. / Williams Partners L.P. 2 Stock-for-Unit 13.6% 5.8% 1.0% 3.4% 05/17/18 Enbridge Inc. / Enbridge Energy Partners, L.P. Stock-for-Unit 13.9% 15.9% 10.4% 0.8% 05/17/18 Enbridge Inc. / Spectra Energy Partners, LP Stock-for-Unit 20.8% 18.7% 13.7% 7.6% 03/26/18 Tallgrass Energy GP, LP / Tallgrass Energy Partners, L.P. Stock-for-Unit 0.1% NA NA NA 02/08/18 Nustar Energy L.P. / Nustar GP Holdings, LLC Unit-for-Unit 1.7% 0.3% 8.5% 5.6% 01/02/18 Archrock, Inc. / Archrock Partners, L.P. Stock-for-Unit 23.4% 27.7% 21.6% 18.6% 06/02/17 World Point Terminals, Inc. / World Point Terminals, LP Cash-for-Unit 5.8% 3.4% 3.2% 3.5% 05/18/17 Energy Transfer Partners, LP / PennTex Midstream Partners, LP Cash-for-Unit 20.1% 19.9% 22.6% 24.4% 03/02/17 VTTI B.V. / VTTI Energy Partners LP Cash-for-Unit 6.0% 6.8% 14.2% 13.5% 02/01/17 ONEOK, Inc. / ONEOK Partners, L.P. Stock-for-Unit 25.8% 22.4% 26.2% 29.0% 01/27/17 Enbridge Energy Co, Inc. / Midcoast Energy Partners, L.P. Cash-for-Unit (8.6%) 5.4% 11.3% 5.8% 09/26/16 TransCanada Corporation / Columbia Pipeline Partners L.P. Cash-for-Unit 13.3% 14.0% 16.2% 15.5% 05/31/16 SemGroup Corporation / Rose Rock Midstream, L.P. Share-for-Unit 0.0% 27.4% 53.0% 78.2% 11/03/15 Targa Resources Corp. / Targa Resources Partners LP Share-for-Unit 18.4% 16.1% 16.6% 9.5% 10/26/15 Western Refining, Inc. / Northern Tier Energy L.P. Cash/Share-for-Unit 11.7% 12.3% 7.8% 8.0% 05/06/15 Crestwood Equity Partners LP / Crestwood Midstream Partners L.P. Unit-for-Unit 17.2% 21.0% 26.0% 23.9% 08/10/14 Kinder Morgan, Inc. / El Paso Pipeline Partners, L.P. Cash/Share-for-Unit 15.4% 10.4% 11.7% 14.4% 08/10/14 Kinder Morgan, Inc. / Kinder Morgan Energy Partners, L.P. Cash/Share-for-Unit 12.0% 9.8% 12.4% 14.5% Median 13.4% 13.8% 13.7% 13.5% All Mean 16.3% 16.6% 17.4% 16.3% Transactions Max 65.4% 80.2% 62.1% 78.2% Min (8.6%) (0.6%) (0.9%) (1.6%) Median 13.3% 9.8% 14.2% 13.5% Cash Only Mean 12.4% 11.4% 14.6% 14.5% Transactions Max 28.1% 22.9% 23.9% 27.9% Min (8.6%) 3.4% 3.2% 3.5% Source: Bloomberg, FactSet, Public filings 1. VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement 2. WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance 101


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Preliminary Draft –Subject to Change For Reference Only Valuation of TGE Shares Premiums Paid Analysis Summary Results – Cash Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 65.4% (0.6%) — 80.2% (0.9%) — 62.1% Implied TGE Share Price Range $13.12 — $23.73 $18.19 — $32.98 $19.61 — $32.10 Median Merger Premium 13.4% 13.8% 13.7% Median-Implied TGE Share Value $16.28 $20.84 $22.51 Summary Results – All Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 28.1% 3.4% — 22.9% 3.2% — 23.9% Implied TGE Share Price Range $13.12 — $18.38 $18.93 — $22.50 $20.43 — $24.52 Median Merger Premium 13.3% 9.8% 14.2% Median-Implied TGE Share Value $16.26 $20.09 $22.61 Source: Bloomberg, FactSet 1. Based on unaffected date of August 27, 2019 102
Preliminary Draft –Subject to Change Appendix


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Preliminary Draft –Subject to Change A. Weighted Average Cost of Capital
Preliminary Draft –Subject to Change Weighted Average Cost of Capital TGE Cost of Equity and Weighted Average Cost of Capital ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 1 Beta 2 Partnership/Corporation 10/18/19 Value Preferred Equity Total Capitalization Beta Crestwood Equity Partners LP $33.96 $2,528.6 $2,790.7 52.5% 0.77 0.43 Enable Midstream Partners, LP 10.77 4,686.1 4,926.0 51.2% 0.72 0.42 Enbridge Inc. 36.06 73,131.5 56,453.1 43.6% 0.66 0.41 Energy Transfer LP 12.74 34,157.6 50,805.3 59.8% 1.05 0.51 EnLink Midstream, LLC 6.98 3,434.7 5,900.8 63.2% 1.06 0.45 Kinder Morgan, Inc. 20.02 45,321.4 35,698.0 44.1% 0.90 0.55 CAPM Plains All American Pipeline, L.P. 19.43 14,266.0 12,308.0 46.3% 0.91 0.56 TC PipeLines, LP 38.71 2,816.6 1,993.0 41.4% 0.78 0.52 Targa Resources Corp. 39.37 9,164.6 7,210.0 44.0% 1.06 0.65 The Williams Companies, Inc. 22.91 27,870.5 22,328.0 44.5% 0.99 0.60 Mean 49.1% 0.89 0.51 Median 45.4% 0.90 0.52 Tallgrass Energy, LP $18.98 $5,339.7 $3,437.5 39.2% 0.82 0.55 Risk-free Rate 3 2.1% Unlevered Beta 0.52 Supply-Side MRP (6.1%) WACC Sensitivities Debt and Preferred / Total Capitalization 39.2% Unlevered Beta Adjusted Levered Equity Beta 0.78/ 0.45 0.50 0.52 0.55 0.60 d n io t 25.0% 6.0% 6.3% 6.4% 6.6% 6.9% Supply-Side MRP Historical MRP re r 30.0% 6.1% 6.4% 6.5% 6.7% 7.0% e WACC Market Risk Premium 4 6.1% 6.9% ref taliza 35.0% 6.2% 6.5% 6.6% 6.8% 7.0% 5 P i Small Company Risk Premium 0.9%d 39.2% 6.2% 6.5% 6.6% 6.8% 7.1% 6 Cap Equity Cost of Capital 7.7% 8.3% anl 40.0% 6.3% 6.5% 6.6% 6.8% 7.1% bt a 45.0% 6.3% 6.6% 6.7% 6.9% 7.2% Pre-Tax Cost of Debt 7 6.3% ot De T 50.0% 6.4% 6.7% 6.8% 6.9% 7.2% After-Tax Cost of Debt 8 4.9% Historical MRP (6.9%) WACC Sensitivities WACC 6.6% 7.0% Unlevered Beta / 0.45 0.50 0.52 0.55 0.60 n zatio 25.0% 6.4% 6.7% 6.8% 7.0% 7.3% erred ef 30.0% 6.4% 6.8% 6.9% 7.1% 7.4% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 r tali 35.0% 6.5% 6.8% 6.9% 7.1% 7.5% P i 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corpsd p a 39.2% 6.6% 6.9% 7.0% 7.2% 7.5% 3. 20-year Treasury as of October 18, 2019 anC 40.0% 6.6% 6.9% 7.0% 7.2% 7.5% 4. Source: Duff & Phelps t tal 45.0% 6.6% 7.0% 7.1% 7.3% 7.6% 5. Decile: Mid Cap (4) with equity value range of $4,504.1 million to $7,254.2 million Deb T o 50.0% 6.7% 7.0% 7.1% 7.3% 7.6% 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing the U.S. Treasury Bonds due October 2029 and the U.S. Treasury Bonds due October 2039 8. Assumes 21.0% effective tax rate 103


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Preliminary Draft –Subject to Change Weighted Average Cost of Capital TGE Cost of Equity Analysis – Expected Market Return ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Distribution/Dividend Total Partnership/Corporation 10/18/19 Value Current Yield Growth Return Crestwood Equity Partners LP $33.96 $2,528.6 7.1% 5.6% 12.6% Enable Midstream Partners, LP 10.77 4,686.1 12.3% 4.6% 16.9% Enbridge Inc. 36.06 73,131.5 6.2% 6.7% 12.9% Energy Transfer LP 12.74 34,157.6 9.6% 1.5% 11.1% Total EnLink Midstream, LLC 6.98 3,434.7 16.2% —% 16.2% Expected Kinder Morgan, Inc. 20.02 45,321.4 5.0% 9.0% 14.0% Market Plains All American Pipeline, L.P. 19.43 14,266.0 7.4% 5.8% 13.2% Return TC PipeLines, LP 38.71 2,816.6 6.7% 2.0% 8.7% Targa Resources Corp. 39.37 9,164.6 9.2% 0.6% 9.9% The Williams Companies, Inc. 22.91 27,870.5 6.6% 9.6% 16.3% Mean 13.2% Median 13.1% Tallgrass Energy, LP $18.98 $5,339.7 11.4% 0.8% 12.2% Source: TGE management, Public filings, Wall Street research, FactSet 104
Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – REX Natural Gas Transportation ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 10/18/19 Value Preferred Equity Total Beta 1 2 Capitalization Beta Enbridge Inc. $36.06 $73,131.5 $56,453.1 43.6% 0.66 0.41 Energy Transfer LP 12.74 34,157.6 50,805.3 59.8% 1.05 0.51 EQM Midstream Partners, LP 33.06 6,627.1 6,017.5 47.6% 0.91 0.56 Kinder Morgan, Inc. 20.02 45,321.4 35,698.0 44.1% 0.90 0.55 TC Energy Corporation 51.44 47,931.4 40,910.7 46.0% 0.70 0.42 CAPM TC PipeLines, LP 38.71 2,816.6 1,993.0 41.4% 0.78 0.52 The Williams Companies, Inc. 22.91 27,870.5 22,328.0 44.5% 0.99 0.60 Mean 46.7% 0.85 0.51 Median 44.5% 0.90 0.52 Tallgrass Energy, LP $18.98 $5,339.7 $3,437.5 39.2% 0.82 0.55 Risk-free Rate 3 2.1% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.52 Unlevered Beta Debt and Preferred / Total Capitalization 44.5% / 0.40 0.45 0.52 0.65 0.70 Adjusted Levered Equity Beta 0.85 30.0% 6.1% 6.4% 6.8% 7.6% 7.8% erred 35.0% 6.2% 6.5% 6.9% 7.6% 7.9% Supply-Side MRP Historical MRP Pref 40.0% 6.2% 6.5% 6.9% 7.6% 7.9% 4 WACC Market Risk Premium 6.1% 6.9%nd 44.5% 6.3% 6.6% 6.9% 7.7% 8.0% 5Capitalization 50.0% 6.3% 6.6% 7.0% 7.7% 8.0% Small Company Risk Premium 1.3% a Equity Cost of Capital 6 8.5% 9.2% t Deb Total 55.0% 6.4% 6.7% 7.0% 7.8% 8.0% 7 60.0% 6.4% 6.7% 7.1% 7.8% 8.1% Pre-Tax Cost of Debt 6.3% After-Tax Cost of Debt 8 4.9% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta WACC 6.9% 7.3% / 0.40 0.45 0.52 0.65 0.70 tion 30.0% 6.4% 6.7% 7.2% 8.0% 8.4% erred ef za 35.0% 6.5% 6.8% 7.2% 8.1% 8.4% r P itali 40.0% 6.5% 6.8% 7.3% 8.1% 8.4% nd p Ca 44.5% 6.6% 6.9% 7.3% 8.1% 8.4% al 50.0% 6.6% 6.9% 7.4% 8.2% 8.5% t 55.0% 6.7% 7.0% 7.4% 8.2% 8.5% De b Tota 60.0% 6.7% 7.0% 7.4% 8.2% 8.5% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of October 18, 2019 4. Source: Duff & Phelps 5. Decile: Mid Cap (5) with equity value range of $2,996.0 million to $4,503.5 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing the U.S. Treasury Bonds due October 2029 and the U.S. Treasury Bonds due October 2039 8. Assumes 21.0% effective tax rate 105


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Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Non-REX Natural Gas Transportation ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 10/18/19 Value Preferred Equity Total Beta 1 2 Capitalization Beta Enbridge Inc. $36.06 $73,131.5 $56,453.1 43.6% 0.66 0.41 Energy Transfer LP 12.74 34,157.6 50,805.3 59.8% 1.05 0.51 EQM Midstream Partners, LP 33.06 6,627.1 6,017.5 47.6% 0.91 0.56 Kinder Morgan, Inc. 20.02 45,321.4 35,698.0 44.1% 0.90 0.55 TC Energy Corporation 51.44 47,931.4 40,910.7 46.0% 0.70 0.42 CAPM TC PipeLines, LP 38.71 2,816.6 1,993.0 41.4% 0.78 0.52 The Williams Companies, Inc. 22.91 27,870.5 22,328.0 44.5% 0.99 0.60 Mean 46.7% 0.85 0.51 Median 44.5% 0.90 0.52 Tallgrass Energy, LP $18.98 $5,339.7 $3,437.5 39.2% 0.82 0.55 Risk-free Rate 3 2.1% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.52 Unlevered Beta Debt and Preferred / Total Capitalization 44.5% / 0.40 0.45 0.52 0.65 0.70 Adjusted Levered Equity Beta 0.85 30.0% 6.5% 6.8% 7.2% 7.9% 8.2% erred 35.0% 6.5% 6.8% 7.2% 7.9% 8.2% Supply-Side MRP Historical MRP Pref 40.0% 6.5% 6.8% 7.2% 7.9% 8.2% 4 WACC Market Risk Premium 6.1% 6.9%nd 44.5% 6.6% 6.8% 7.2% 8.0% 8.2% 5Capitalization 50.0% 6.6% 6.9% 7.3% 8.0% 8.2% Small Company Risk Premium 1.8% a Equity Cost of Capital 6 9.1% 9.7% t Deb Total 55.0% 6.6% 6.9% 7.3% 8.0% 8.3% 7 60.0% 6.7% 6.9% 7.3% 8.0% 8.3% Pre-Tax Cost of Debt 6.3% After-Tax Cost of Debt 8 4.9% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta WACC 7.2% 7.6% / 0.40 0.45 0.52 0.65 0.70 tion 30.0% 6.8% 7.1% 7.5% 8.4% 8.7% erred ef za 35.0% 6.8% 7.1% 7.6% 8.4% 8.7% r P itali 40.0% 6.8% 7.1% 7.6% 8.4% 8.7% nd p Ca 44.5% 6.8% 7.2% 7.6% 8.4% 8.7% al 50.0% 6.9% 7.2% 7.6% 8.4% 8.7% t 55.0% 6.9% 7.2% 7.6% 8.4% 8.7% De b Tota 60.0% 6.9% 7.2% 7.6% 8.4% 8.7% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of October 18, 2019 4. Source: Duff & Phelps 5. Decile: Low Cap (8) with equity value range of $730.0 million to $1,292.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing the U.S. Treasury Bonds due October 2029 and the U.S. Treasury Bonds due October 2039 8. Assumes 21.0% effective tax rate 106
Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership 10/18/19 Preferred Equity Total 1 2 Value Capitalization Beta Beta Genesis Energy, L.P. $21.14 $3,436.0 $4,223.3 55.1% 1.03 0.55 Global Partners LP 20.64 706.4 1,626.7 69.7% 0.84 0.32 Holly Energy Partners, L.P. 23.13 2,441.7 1,515.5 38.3% 0.76 0.53 Magellan Midstream Partners, L.P. 65.04 14,855.4 5,077.0 25.5% 0.73 0.59 MPLX LP 26.80 35,376.5 21,656.0 38.0% 0.81 0.57 NuStar Energy L.P. 28.38 3,058.3 4,795.4 61.1% 1.17 0.56 CAPM Phillips 66 Partners LP 54.92 12,408.5 4,114.0 24.9% 0.77 0.62 Plains All American Pipeline, L.P. 19.43 14,266.0 12,308.0 46.3% 0.91 0.56 Shell Midstream Partners, L.P. 20.89 4,759.7 2,721.0 36.4% 0.79 0.56 Mean 43.9% 0.87 0.54 Median 38.3% 0.81 0.56 Tallgrass Energy, LP $18.98 $5,339.7 $3,437.5 39.2% 0.82 0.55 Supply-Side MRP (6.1%) WACC Sensitivities Risk-free Rate 3 2.1% Unlevered Beta 0.56 Unlevered Beta / 0.40 0.45 0.56 0.65 0.70 Debt and Preferred / Total Capitalization 38.3% 20.0% 6.0% 6.3% 7.0% 7.5% 7.8% Adjusted Levered Equity Beta 0.83 erred 25.0% 6.1% 6.4% 7.0% 7.5% 7.8% Supply-Side MRP Historical MRP Pref 30.0% 6.1% 6.4% 7.0% 7.6% 7.8% WACC Market Risk Premium 4 6.1% 6.9%nd Capitalization 38.3% 6.2% 6.5% 7.1% 7.6% 7.9% 5 a 40.0% 6.2% 6.5% 7.1% 7.6% 7.9% Small Company Risk Premium 1.3%t 45.0% 6.3% 6.6% 7.2% 7.7% 8.0% Equity Cost of Capital 6 8.5% 9.1% Deb Total 50.0% 6.3% 6.6% 7.2% 7.7% 8.0% Pre-Tax Cost of Debt 7 6.3% 8 Historical MRP (6.9%) WACC Sensitivities After-Tax Cost of Debt 4.9% Unlevered Beta / 0.40 0.45 0.56 0.65 0.70 WACC 7.1% 7.5% tion 20.0% 6.3% 6.6% 7.4% 8.0% 8.3% erred ef za 25.0% 6.4% 6.7% 7.4% 8.0% 8.3% r P itali 30.0% 6.4% 6.7% 7.4% 8.0% 8.4% nd p Ca 38.3% 6.5% 6.8% 7.5% 8.1% 8.4% al 40.0% 6.5% 6.8% 7.5% 8.1% 8.4% t 45.0% 6.6% 6.9% 7.6% 8.1% 8.4% De b Tota 50.0% 6.6% 6.9% 7.6% 8.2% 8.5% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of October 18, 2019 4. Source: Duff & Phelps 5. Decile: Mid Cap (5) with equity value range of $2,996.0 million to $4,503.5 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing the U.S. Treasury Bonds due October 2029 and the U.S. Treasury Bonds due October 2039 8. Assumes 21.0% effective tax rate 107


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Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Terminals ($ in millions, except per unit amounts) Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership 10/18/19 Value Preferred Equity Total Capitalization Beta 1 2 Beta Global Partners LP $20.64 $706.4 $1,626.7 69.7% 0.84 0.32 Sprague Resources LP 17.31 393.5 564.3 58.9% 0.96 0.48 USD Partners LP 9.65 261.0 213.2 45.0% 0.58 0.37 CAPM Mean 57.9% 0.79 0.39 Median 58.9% 0.84 0.37 Tallgrass Energy, LP $18.98 $5,339.7 $3,437.5 39.2% 0.82 0.55 Risk-free Rate 3 2.1% Unlevered Beta 0.37 Debt and Preferred / Total Capitalization 58.9% Adjusted Levered Equity Beta 0.78 Supply-Side MRP (6.1%) WACC Sensitivities Supply-Side MRP Historical MRP Unlevered Beta 4 WACC Market Risk Premium 6.1% 6.9%/ 0.30 0.35 0.37 0.45 0.50 Small Company Risk Premium 5 2.5% 45.0% 6.4% 6.7% 6.8% 7.2% 7.5% Equity Cost of Capital 6 9.3% 9.9% erred 50.0% 6.4% 6.7% 6.8% 7.2% 7.5% 7 Pref 55.0% 6.4% 6.7% 6.8% 7.2% 7.5% Pre-Tax Cost of Debt 6.3% 58.9% 6.4% 6.7% 6.8% 7.2% 7.5% After-Tax Cost of Debt 8 4.9% nd Capitalization a 65.0% 6.4% 6.7% 6.7% 7.2% 7.4% t Total 70.0% 6.4% 6.7% 6.7% 7.2% 7.4% WACC 6.8% 7.0% Deb 75.0% 6.4% 6.6% 6.7% 7.2% 7.4% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta / 0.30 0.35 0.37 0.45 0.50 tion 45.0% 6.6% 6.9% 7.0% 7.5% 7.8% erred ef za 50.0% 6.6% 6.9% 7.0% 7.5% 7.8% r P itali 55.0% 6.6% 6.9% 7.0% 7.5% 7.8% nd p Ca 58.9% 6.6% 6.9% 7.0% 7.5% 7.8% al 65.0% 6.6% 6.9% 7.0% 7.5% 7.8% t 70.0% 6.6% 6.9% 7.0% 7.5% 7.8% De b Tota 75.0% 6.6% 6.9% 7.0% 7.5% 7.7% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of October 18, 2019 4. Source: Duff & Phelps 5. Decile: Micro Cap (9) with equity value range of $325.4 million to $727.8 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing the U.S. Treasury Bonds due October 2029 and the U.S. Treasury Bonds due October 2039 8. Assumes 21.0% effective tax rate 108
Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Gathering and Processing ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 10/18/19 Equity Total Capitalization Beta 1 2 Value Preferred Beta CNX Midstream Partners LP $13.14 $854.6 $602.9 41.4% 0.86 0.58 Crestwood Equity Partners LP 33.96 2,528.6 2,790.7 52.5% 0.77 0.43 DCP Midstream, LP 23.06 3,372.3 6,359.0 65.3% 1.02 0.44 Enable Midstream Partners, LP 10.77 4,686.1 4,926.0 51.2% 0.72 0.42 EnLink Midstream, LLC 6.98 3,434.7 5,900.8 63.2% 1.06 0.45 Hess Midstream Partners LP 21.14 1,178.3 -—-% 0.93 0.93 Noble Midstream Partners LP 23.75 945.8 870.0 47.9% 1.07 0.65 CAPM Oasis Midstream Partners LP 16.59 560.9 411.6 42.3% 0.81 0.53 Summit Midstream Partners, LP 4.51 379.7 1,959.4 83.8% 0.87 0.19 Targa Resources Corp. 39.37 9,164.6 7,210.0 44.0% 1.06 0.65 Western Midstream Partners, LP 22.79 10,324.1 7,497.8 42.1% 0.89 0.59 Mean 48.5% 0.91 0.53 Median 47.9% 0.89 0.53 Tallgrass Energy, LP $18.98 $5,339.7 $3,437.5 39.2% 0.82 0.55 Risk-free Rate 3 2.1% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.53 Debt and Preferred / Total Capitalization 47.9% Unlevered Beta / 0.40 0.45 0.53 0.65 0.70 Adjusted Levered Equity Beta 0.92d on ti 30.0% 6.9% 7.2% 7.7% 8.4% 8.7% Supply-Side MRP Historical MRP 35.0% 6.9% 7.2% 7.7% 8.4% 8.7% WACC Market Risk Premium 4 6.1% 6.9% Preferre 40.0% 6.9% 7.2% 7.7% 8.3% 8.6% 5 47.9% 6.9% 7.2% 7.7% 8.3% 8.6% Small Company Risk Premium 2.5% Capitaliza 6 and 50.0% 6.9% 7.2% 7.7% 8.3% 8.6% Equity Cost of Capital 10.2% 10.9% 55.0% 6.9% 7.2% 7.7% 8.3% 8.6% Pre-Tax Cost of Debt 7 6.3% Debt Total 60.0% 6.9% 7.2% 7.6% 8.3% 8.5% After-Tax Cost of Debt 8 4.9% Historical MRP (6.9%) WACC Sensitivities WACC 7.7% 8.0% Unlevered Beta / 0.40 0.45 0.53 0.65 0.70 30.0% 7.2% 7.6% 8.1% 8.9% 9.2% 35.0% 7.2% 7.5% 8.1% 8.8% 9.2% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Preferred 40.0% 7.2% 7.5% 8.1% 8.8% 9.1% 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps Capitalization 47.9% 7.2% 7.5% 8.0% 8.8% 9.1% 3. 20-year Treasury as of October 18, 2019 and 50.0% 7.2% 7.5% 8.0% 8.8% 9.1% 4. Source: Duff & Phelps 55.0% 7.2% 7.5% 8.0% 8.7% 9.0% 5. Decile: Micro Cap (9) with equity value range of $325.4 million to $727.8 million Debt Total 60.0% 7.2% 7.5% 8.0% 8.7% 9.0% 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing the U.S. Treasury Bonds due October 2029 and the U.S. Treasury Bonds due October 2039 8. Assumes 21.0% effective tax rate 109


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Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Water Logistics ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 10/18/19 Value Preferred 1 2 Equity Total Capitalization Beta Beta NGL Energy Partners LP $11.45 $1,446.4 $3,018.0 67.6% 1.08 0.44 Rattler Midstream LP 15.22 2,340.3 2.2 0.1% 0.78 0.78 Select Energy Services, Inc. 7.27 783.8 0.4 0.1% 1.29 1.29 CAPM Mean 22.6% 1.05 0.84 Median 0.1% 1.08 0.78 Tallgrass Energy, LP $18.98 $5,339.7 $3,437.5 39.2% 0.82 0.55 Risk-free Rate 3 2.1% Unlevered Beta 0.78 Debt and Preferred / Total Capitalization 0.1% Adjusted Levered Equity Beta 0.78 Supply-Side MRP (6.1%) WACC Sensitivities Supply-Side MRP Historical MRP Unlevered Beta 4 WACC Market Risk Premium 6.1% 6.9%/ 0.70 0.75 0.78 0.90 0.95 Small Company Risk Premium 5 1.8% 0.1% 8.2% 8.5% 8.7% 9.4% 9.7% Equity Cost of Capital 6 8.7% 9.3% erred 5.0% 8.2% 8.5% 8.7% 9.4% 9.7% 7 Pref 10.0% 8.2% 8.5% 8.7% 9.4% 9.7% Pre-Tax Cost of Debt 6.3% 15.0% 8.2% 8.5% 8.7% 9.4% 9.7% After-Tax Cost of Debt 8 4.9% nd Capitalization a 20.0% 8.2% 8.5% 8.7% 9.4% 9.7% t Total 25.0% 8.2% 8.5% 8.7% 9.4% 9.7% WACC 8.7% 9.3% Deb 30.0% 8.2% 8.5% 8.7% 9.4% 9.7% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta / 0.70 0.75 0.78 0.90 0.95 tion 0.1% 8.7% 9.0% 9.3% 10.1% 10.4% erred ef za 5.0% 8.7% 9.0% 9.3% 10.1% 10.4% r P itali 10.0% 8.7% 9.0% 9.3% 10.1% 10.4% nd p Ca 15.0% 8.7% 9.0% 9.3% 10.0% 10.4% al 20.0% 8.7% 9.0% 9.3% 10.0% 10.4% t 25.0% 8.7% 9.0% 9.3% 10.0% 10.4% De b Tota 30.0% 8.7% 9.0% 9.3% 10.0% 10.3% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of October 18, 2019 4. Source: Duff & Phelps 5. Decile: Low Cap (8) with equity value range of $730.0 million to $1,292.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 extrapolated to 20 years utilizing the U.S. Treasury Bonds due October 2029 and the U.S. Treasury Bonds due October 2039 8. Assumes 21.0% effective tax rate 110
Preliminary Draft –Subject to Change B. TGE Shareholder Tax Impact


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Preliminary Draft –Subject to Change TGE Shareholder Tax Impact ($ per share) Annual Shareholder Tax Impact For the Nine Months TGE Shares Acquired for the Year Ending, Ending June 30, 1 2 At IPO 2015A 2016A 2017A 2018A MLP Buy-In 2019A Average TGE / TEGP Price $29.00 $26.69 $21.33 $26.22 $22.46 $22.16 $22.23 Less: TGE / TEGP Return of Capital per Share (5.24) (5.22) (4.73) (3.70) (2.35) (2.18) (0.89) Average TGE Basis $23.76 $21.48 $16.60 $22.52 $20.10 $19.98 $21.35 Proposed Consideration $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 Less: Average TGE Tax Basis (23.76) ($21.48) ($16.60) ($22.52) ($20.10) ($19.98) ($21.35) Net Capital Gain per Share ($4.26) ($1.98) $2.90 ($3.02) ($0.60) ($0.48) ($1.85) Capital Gain Rate 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Average Tax Liability $— $— $0.58 $— $— $— $— Quarterly Shareholder Tax Impact TGE Shares Acquired During the Quarter Ending, At MLP IPO Q2 ‘15 1 Q3 ‘15 Q4 ‘15 Q1 ‘16 Q2 ‘16 Q3 ‘16 Q4 ‘16 Q1 ‘17 Q2 ‘17 Q3 ‘17 Q4 ‘17 Q1 ‘18 Q2 ‘18 Buy-In2 Q3 ‘18 Q4 ‘18 Q1 ‘19 Q2 ‘19 Q3 ‘19 Average TGE / TEGP Price $29.00 $31.80 $27.92 $20.36 $15.25 $21.53 $23.89 $24.66 $27.48 $26.40 $25.96 $25.03 $22.36 $21.21 $22.16 $23.71 $22.54 $23.60 $23.70 $19.40 Less: TGE / TEGP Return of Capital per Share (5.24) (5.24) (5.24) (5.17) (5.02) (4.85) (4.64) (4.40) (4.13) (3.86) (3.57) (3.23) (2.87) (2.58) (2.18) (2.18) (1.79) (1.38) (0.86) (0.43) Average TGE Basis $23.76 $26.56 $22.67 $15.19 $10.23 $16.68 $19.25 $20.27 $23.35 $22.54 $22.39 $21.81 $19.49 $18.64 $19.98 $21.53 $20.76 $22.23 $22.84 $18.97 Proposed Consideration $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 $19.50 Less: Average TGE Tax Basis (23.76) (26.56) (22.67) (15.19) (10.23) (16.68) (19.25) (20.27) (23.35) (22.54) (22.39) (21.81) (19.49) (18.64) (19.98) (21.53) (20.76) (22.23) (22.84) (18.97) Net Capital Gain per Share ($4.26) ($7.06) ($3.17) $4.31 $9.27 $2.82 $0.25 ($0.77) ($3.85) ($3.04) ($2.89) ($2.31) $0.01 $0.86 ($0.48) ($2.03) ($1.26) ($2.73) ($3.34) $0.53 Capital Gain Rate 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Average Tax Liability at $19.50 per Share $— $— $— $0.86 $1.85 $0.56 $0.05 $— $— $— $— $— $0.00 $0.17 $— $— $— $— $— $0.11 at $21.50 per Share -——- 1.26 2.25 0.96 0.45 0.25 -———- 0.40 0.57 0.30 — 0.15 -—- 0.51 at $23.50 per Share -—- 0.17 1.66 2.65 1.36 0.85 0.65 0.03 0.19 0.22 0.34 0.80 0.97 0.70 0.39 0.55 0.25 0.13 0.91 at $25.50 per Share 0.35 — 0.57 2.06 3.05 1.76 1.25 1.05 0.43 0.59 0.62 0.74 1.20 1.37 1.10 0.79 0.95 0.65 0.53 1.31 at $26.50 per Share 0.55 — 0.77 2.26 3.25 1.96 1.45 1.25 0.63 0.79 0.82 0.94 1.40 1.57 1.30 0.99 1.15 0.85 0.73 1.51 95,386,194 TGE Class A Shares issued as consideration for the MLP Buy-In Source: Public filings 1. From IPO date of May 7, 2015 through June 30, 2015 2. TGE price of $22.16 per share as of the MLP Buy-In completion on June 30, 2018 111


EX-99.(c)(4)

Exhibit (c)(4)

 

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Preliminary Draft – Subject to Change The Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC Discussion Materials December 5, 2019
Preliminary Draft – Subject to Change These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC, the general partner of Tallgrass Energy, LP (“TGE” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership . These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee of the Partnership. These materials were compiled on a confidential basis for use by the Conflicts Committee of the Partnership in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.


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Preliminary Draft – Subject to Change Discussion Materials Valuation Sensitivity Cases ï® Evercore utilized the following cases in its valuation of the TGE shares with an effective date of January 1, 2020 Case Assumptions Management Case ï® Based on the TGE Financial Projections ï® Based on the TGE Financial Projections with the following assumptions: ïµ Growth Wedge capital expenditures are reduced to $350.0 million per year from 2020E to 2023E and the Reduced Growth following are reduced pro rata with the capital expenditures reduction: Sensitivity • Growth Wedge EBITDA • Equity Issued • Debt Issued $50.0 Million Reduction in Annual EBITDA ï® Based on the Reduced Growth Sensitivity with an annual reduction of $50.0 million in EBITDA in 2021E to 2023E Sensitivity $100.0 Million Reduction ï® Based on the Reduced Growth Sensitivity with an annual reduction of $100.0 million in EBITDA in 2021E to in Annual EBITDA 2023E Sensitivity ï® Defined terms not defined herein shall have the meaning assigned to them in the materials dated October 15, 2019 and October 22, 2019 1
Preliminary Draft – Subject to Change Discussion Materials Valuation Sensitivity – Key Metrics ($ in millions, except per share amounts) For Years Ending December 31, 2020E 2021E 2022E 2023E EBITDA $961.5 $1,086.7 $1,205.5 $1,308.6 CAFD / Share $2.30 $2.52 $2.75 $2.91 Management Case Dividend / Share $2.25 $2.25 $2.26 $2.33 Capital Expenditures $860.0 $841.0 $758.0 $758.0 Net Debt / LTM EBITDA 4.4x 4.4x 4.3x 4.2x EBITDA $952.4 $1,033.0 $1,098.4 $1,148.2 Reduced CAFD / Share $2.30 $2.47 $2.61 $2.73 Dividend / Share $2.25 $2.25 $2.25 $2.25 Growth Sensitivity Capital Expenditures $460.0 $441.0 $358.0 $358.0 Net Debt / LTM EBITDA 4.3x 4.2x 4.1x 4.0x EBITDA $952.4 $983.0 $1,048.4 $1,098.2 $50.0 Million CAFD / Share $2.30 $2.27 $2.43 $2.53 Reduction in Dividend / Share $2.25 $2.25 $2.25 $2.25 Annual EBITDA Sensitivity Capital Expenditures $460.0 $441.0 $358.0 $358.0 Net Debt / LTM EBITDA 4.3x 4.5x 4.4x 4.4x EBITDA $952.4 $933.0 $998.4 $1,048.2 $100.0 Million CAFD / Share $2.30 $2.09 $2.23 $2.32 Reduction in Dividend / Share $2.25 $2.25 $2.25 $2.25 Annual EBITDA Sensitivity Capital Expenditures $460.0 $441.0 $358.0 $358.0 Net Debt / LTM EBITDA 4.3x 4.8x 4.8x 4.8x EBITDA $899.5 $919.6 $1,085.1 NM 1 CAFD / Share $2.40 $2.47 $2.60 NM 1 Wall Street 1 Dividend / Share $2.24 $2.28 $2.41 NM Consensus Capital Expenditures $291.9 $317.2 $317.0 NM 1 Net Debt / LTM EBITDA 4.9x 5.1x 4.3x NM 1 Source: TGE management, FactSet as of December 4, 2019 1. Insufficient number of brokers reporting 2


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Preliminary Draft – Subject to Change Discussion Materials Valuation Sensitivity Value Reduction to Management Case Management Case Reduced $50.0 Million Reduction in $100.0 Million Reduction in (TGE $ per Share) Growth Sensitivity Annual EBITDA Sensitivity Annual EBITDA Sensitivity EBITDA $0.25—$1.38 $1.83—$3.28 $3.40—$5.19 Discounted Exit $17.30—$26.38 Multiple 1.4%—5.2% 10.6%—12.4% 19.7%—19.7% Cash Flow Analysis Perpetuity $1.45—$3.07 $3.35—$5.43 $5.25—$7.78 $24.72—$36.94 Growth 5.9%—8.3% 13.6%—14.7% 21.2%—21.1% Corporate-Level $0.63—$0.80 $0.63—$0.80 $0.63—$0.80 CAPM $24.22—$29.27 Analysis Discounted 2.6%—2.7% 2.6%—2.7% 2.6%—2.7% Dividend Expected Analysis $0.53—$0.69 $0.53—$0.69 $0.53—$0.69 Market $20.88—$25.84 Return 2.5%—2.7% 2.5%—2.7% 2.5%—2.7% Peer Group $0.29—$2.01 $1.06—$3.32 $2.57—$3.32 $12.99—$22.79 Trading Analysis 2.2%—8.8% 8.2%—14.6% 19.8%—14.6% EBITDA $0.25—$1.38 $1.83—$3.29 $3.42—$5.20 Discounted Exit $17.50—$26.45 Multiple 1.4%—5.2% 10.5%—12.4% 19.5%—19.6% Cash Flow Analysis Perpetuity $2.02—$5.14 $3.76—$7.27 $5.50—$9.39 $23.56—$37.82 Growth 8.6%—13.6% 15.9%—19.2% 23.3%—24.8% Sum-of-the-Parts Precedent M&A $0.00—$0.00 $0.00—$0.00 $0.00—$0.00 $15.12—$22.97 Analysis Transaction Analysis 0.0%—0.0% 0.0%—0.0% 0.0%—0.0% $1.67—$2.06 $1.67—$2.06 $1.67—$2.06 Peer Group 2020E $14.44—$21.80 11.6%—9.4% 11.6%—9.4% 11.6%—9.4% Trading Analysis $3.14—$3.85 $4.61—$5.65 $6.08—$7.46 2021E $16.70—$24.52 18.8%—15.7% 27.6%—23.1% 36.4%—30.4% For Reference Premiums Paid $0.00—$0.00 $0.00—$0.00 $0.00—$0.00 $16.26—$22.61 Only Analysis 0.0%—0.0% 0.0%—0.0% 0.0%—0.0% 3
Preliminary Draft – Subject to Change Discussion Materials Summary Valuation Analysis – Management Case ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $50.00 $45.00 $40.00 $37.82 $36.94 $35.00 $29.32 $29.27 $30.00 $26.45 $26.38 $25.84 $25.51 $24.52 $25.00 $22.79 $22.97 $22.61 $22.38 $24.72 $24.22 $22.44 $23.56 $21.80 $20.00 $17.95 $20.58 $20.88 $17.30 $17.30 $17.50 $18.05 $15.00 $16.70 $16.26 $15.74 $15.93 $15.12 $14.44 $10.00 $12.99 Proposed Consideration: $11.31 $10.81 $5.00 $20.00 per Class A Share $— WACC of 6.50%—7.50% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.75%—7.75% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% WACC of 7.00%—8.00% Detail Premium 14.2% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 7.00%—8.00% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.75%—8.75% EBITDA Exit Multiple: 8.0x to 10.0x Implied TGE Share Value Including Growth Wedge Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 8.50%—9.50% Implied TGE Share Value Excluding Growth Wedge EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 4


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Preliminary Draft – Subject to Change Discussion Materials Summary Valuation Analysis – Reduced Growth Sensitivity ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $50.00 $45.00 $40.00 $35.00 $33.88 $32.68 $29.32 $28.47 $30.00 $25.00 $25.15 $25.07 $25.51 $25.00 $22.97 $22.61 $22.38 $22.44 $20.67 $20.78 $21.54 $23.26 $23.59 $19.75 $20.00 $20.58 $20.36 $17.30 $17.06 $17.25 $17.95 $15.00 $18.05 $16.26 $15.74 $15.93 $15.12 $12.77 $10.00 $13.56 Proposed Consideration: $12.70 $11.31 $10.81 $5.00 $20.00 per Class A Share $— WACC of 6.50%—7.50% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.75%—7.75% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% WACC of 7.00%—8.00% Detail Premium 14.2% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 7.00%—8.00% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.75%—8.75% EBITDA Exit Multiple: 8.0x to 10.0x Implied TGE Share Value Including Growth Wedge Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 8.50%—9.50% Implied TGE Share Value Excluding Growth Wedge EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 5
Preliminary Draft – Subject to Change Discussion Materials Summary Valuation Analysis – $50.0 Million Reduction in Annual EBITDA Sensitivity ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $50.00 $45.00 $40.00 $35.00 $31.52 $30.55 $30.00 $28.47 $26.97 $25.15 $25.00 $23.38 $23.09 $23.16 $22.97 $22.61 $20.47 $23.59 $20.53 $19.75 $21.37 $19.47 $19.81 $18.87 $20.00 $20.36 $15.67 $17.95 $15.50 $15.00 $15.48 $18.68 $16.31 $16.26 $15.12 $12.77 $14.16 $14.35 $10.00 $12.09 Proposed Consideration: $11.93 $11.31 $20.00 per Class A Share $9.34 $5.00 $— WACC of 6.50%—7.50% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.75%—7.75% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% WACC of 7.00%—8.00% Detail Premium 14.2% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 7.00%—8.00% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.75%—8.75% Implied TGE Share Value Including Growth Wedge EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 8.50%—9.50% Implied TGE Share Value Excluding Growth Wedge EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 6


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Preliminary Draft – Subject to Change Discussion Materials Summary Valuation Analysis – $100.0 Million Reduction in Annual EBITDA Sensitivity ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $50.00 $45.00 $40.00 $35.00 $29.16 $28.47 $28.43 $30.00 $24.61 $25.15 $25.00 $22.97 $22.61 $21.19 $21.25 $21.26 $23.59 $19.47 $18.07 $19.75 $20.00 $18.57 $19.47 $20.36 $18.62 $17.06 $13.90 $17.95 $15.00 $14.08 $13.70 $16.78 $12.77 $16.26 $14.57 $15.12 $10.00 $12.59 $12.76 Proposed Consideration: $10.42 $11.31 $10.62 $5.00 $20.00 per Class A Share $7.87 $— WACC of 6.50%—7.50% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.75%—7.75% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% WACC of 7.00%—8.00% Detail Premium 14.2% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 7.00%—8.00% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.75%—8.75% Implied TGE Share Value Including Growth Wedge EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 8.50%—9.50% Implied TGE Share Value Excluding Growth Wedge EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 7    


EX-99.(c)(5)

Exhibit (c)(5)

 

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Preliminary Draft – Subject to Change The Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC Discussion Materials December 9, 2019
Preliminary Draft – Subject to Change These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC, the general partner of Tallgrass Energy, LP (“TGE” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership . These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee of the Partnership. These materials were compiled on a confidential basis for use by the Conflicts Committee of the Partnership in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.    


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Preliminary Draft – Subject to Change Discussion Materials Valuation Sensitivity Cases ($ in millions) l Evercore utilized the following cases in its valuation of the TGE shares with an effective date of January 1, 2020 Case Assumptions Management Case l® Based on the TGE Financial Projections l® Based on the TGE Financial Projections with the following assumptions: l Total growth capital expenditures are reduced to $350.0 million per year from 2020E to 2023E Management Case Historical Growth Capital Expenditure Case Historical Growth Capital For Years Ending December 31, Terminal For Years Ending December 31, Terminal 2020E 2021E 2022E 2023E Value 2020E 2021E 2022E 2023E Value Expenditure Case Capital Expenditures Capital Expenditures Identified Capital Expenditures $110.0 $91.0 $8.0 $8.0 Identified Capital Expenditures $110.0 $91.0 $8.0 $8.0 Growth Wedge Capital Expenditures 750.0 750.0 750.0 750.0 Growth Wedge Capital Expenditures 240.0 259.0 342.0 342.0 Total Capital Expenditures $860.0 $841.0 $758.0 $758.0 Total Capital Expenditures $350.0 $350.0 $350.0 $350.0 Growth Wedge EBITDA $17.1 $100.8 $200.8 $300.8 $400.0 Growth Wedge EBITDA $5.5 $32.7 $68.7 $112.5 $157.7 $50.0 Million Reduction l® Based on the Historical Growth Capital Expenditure Case with an annual reduction of $50.0 million in EBITDA in in Annual EBITDA 2021E to 2023E Sensitivity $100.0 Million Reduction l® Based on the Historical Growth Capital Expenditure Case with an annual reduction of $100.0 million in EBITDA in in Annual EBITDA 2021E to 2023E Sensitivity l® Defined terms not defined herein shall have the meaning assigned to them in the materials dated October 15, 2019 and October 22, 2019 1
Preliminary Draft – Subject to Change Discussion Materials Summary Valuation Analysis – Management Case ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $50.00 $45.00 $40.00 $37.82 $36.94 $35.00 $29.32 $29.27 $30.00 $26.45 $26.38 $25.84 $25.51 $24.52 $25.00 $22.79 $22.97 $22.61 $22.38 $24.72 $24.22 $22.44 $23.56 $21.80 $20.00 $17.95 $20.58 $20.88 $17.30 $17.30 $17.50 $18.05 $15.00 $16.70 $16.26 $15.74 $15.93 $15.12 $14.44 $10.00 Proposed Consideration: $12.99 $11.31 $10.81 $20.00 per Class A Share $5.00 $— WACC of 6.50%—7.50% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.75%—7.75% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% WACC of 7.00%—8.00% Detail Premium 14.2% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 7.00%—8.00% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.75%—8.75% Implied TGE Share Value Including Growth Wedge EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN Implied TGE Share Value Excluding Growth Wedge WACC of 8.50%—9.50% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% (For Reference Only) Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 2


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Preliminary Draft – Subject to Change Discussion Materials Summary Valuation Analysis – Historical Growth Capital Expenditure Case ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $50.00 $45.00 $40.00 $35.00 $32.27 $30.45 $30.00 $29.32 $28.47 $23.90 $25.15 $23.97 $25.51 $25.00 $22.97 $22.61 $22.38 $22.16 $23.59 $20.25 $22.44 $19.20 $19.77 $20.00 $20.36 $20.27 $17.30 $20.58 $17.95 $16.31 $16.50 $18.05 $15.00 $16.26 $15.74 $15.93 $15.12 $12.32 $12.83 $10.00 Proposed Consideration: $12.62 $11.31 $10.81 $20.00 per Class A Share $5.00 $— WACC of 6.50%—7.50% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.75%—7.75% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% WACC of 7.00%—8.00% Detail Premium 14.2% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 7.00%—8.00% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.75%—8.75% Implied TGE Share Value Including Growth Wedge EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN Implied TGE Share Value Excluding Growth Wedge WACC of 8.50%—9.50% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% (For Reference Only) Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 3
Preliminary Draft – Subject to Change Discussion Materials Summary Valuation Analysis – $50.0 Million Reduction in Annual EBITDA Sensitivity ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $50.00 $45.00 $40.00 $35.00 $29.91 $30.00 $28.47 $28.33 $26.97 $25.15 $25.00 $23.38 $22.97 $22.61 $21.99 $22.06 $20.26 $23.59 $19.37 $20.53 $19.20 $20.47 $20.00 $20.36 $17.97 $18.68 $18.53 $17.95 $14.73 $15.50 $15.00 $14.92 $16.31 $16.26 $14.35 $15.12 $12.32 $14.16 $10.00 Proposed Consideration: $11.49 $11.36 $11.31 $20.00 per Class A Share $9.34 $5.00 $— WACC of 6.50%—7.50% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.75%—7.75% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% WACC of 7.00%—8.00% Detail Premium 14.2% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 7.00%—8.00% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.75%—8.75% Implied TGE Share Value Including Growth Wedge EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN Implied TGE Share Value Excluding Growth Wedge WACC of 8.50%—9.50% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% (For Reference Only) Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 4


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Preliminary Draft – Subject to Change Discussion Materials Summary Valuation Analysis – $100.0 Million Reduction in Annual EBITDA Sensitivity ($ in millions, except per share amounts) For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $50.00 $45.00 $40.00 $35.00 $30.00 $28.47 $27.55 $26.20 $24.61 $25.15 $25.00 $22.97 $22.61 $21.26 $20.08 $23.59 $19.37 $20.15 $19.20 $20.00 $18.57 $18.36 $20.36 $18.62 $16.79 $17.95 $16.16 $15.00 $16.78 $13.33 $13.70 $16.26 $13.15 $14.57 $15.12 $12.32 $12.59 $12.76 $10.00 Proposed Consideration: $11.31 $9.98 $9.88 $20.00 per Class A Share $7.87 $5.00 $— WACC of 6.50%—7.50% 8.0%—10.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 8.5x to 10.5x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.75%—7.75% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.3% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 8.0%—9.0% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 9.8% Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day 12.0%—14.0% WACC of 7.00%—8.00% Detail Premium 14.2% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 7.00%—8.00% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.75%—8.75% Implied TGE Share Value Including Growth Wedge EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN Implied TGE Share Value Excluding Growth Wedge WACC of 8.50%—9.50% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% (For Reference Only) Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 8.5x to 10.5x Perpetuity Growth Rates of 0.75%—1.75% Source: TGE management 5    


EX-99.(c)(6)

Exhibit (c)(6)

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Preliminary Draft –Subject to Change The Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC Discussion Materials December 16, 2019
Preliminary Draft –Subject to Change Table of Contents Section Executive Summary I TGE Situation Analysis II Overview of TGE III Valuation of TGE Shares IV A. Historical Growth Capital Expenditure Case B. TGE Financial Projections Appendix A. Weighted Average Cost of Capital B. TGE Shareholder Tax Impact C. Overview of TGE by Business Segment


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Preliminary Draft –Subject to Change These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC, the general partner of Tallgrass Energy, LP (“TGE” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership . These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee of the Partnership. These materials were compiled on a confidential basis for use by the Conflicts Committee of the Partnership in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.
Preliminary Draft –Subject to Change I. Executive Summary


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Preliminary Draft –Subject to Change Executive Summary Overview of the Materials ï® Evercore Group L.L.C. (“Evercore”) is pleased to provide the materials herein to the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC (“TGE GP” or the “General Partner”), the general partner of Tallgrass Energy, LP (“Tallgrass”, “TGE” or the “Partnership”), regarding the proposed acquisition by Blackstone Infrastructure Partners (“Blackstone” or “BIP”), its partners and respective affiliates (collectively, the “Blackstone Consortium”) of all Class A shares representing limited partner interests in the Partnership (each, a “Class A Share”) from the current holders of such shares other than Class A Shares held by the Blackstone Consortium, the General Partner or their respective affiliates (the “Proposed Transaction”), in exchange for $22.45 in cash per Class A Share (the “Proposed Consideration”) ï,„ The Proposed Consideration represents a 56.4% premium to the closing price of $14.35 per Class A Share on August 27, 2019, the day of the Blackstone Consortium’s original offer of $19.50 per Class A Share (the “Initial Offer”), a 22.7% premium to TGE’s 30-day volume-weighted average price (“VWAP”), a 13.4% premium to TGE’s 60-day VWAP and an 8.2% premium to TGE’s 90-day VWAP as of August 27, 2019 • The Proposed Consideration represents a 15.1% increase from the Initial Offer ï® The materials herein review the Proposed Transaction, including the following: ï,„ An executive summary, including an overview of the Proposed Transaction detailing summary proposed terms, an overview of the Partnership’s current summary organizational structure and ownership and certain agreements with TGE management, an analysis of financial metrics implied by the Proposed Transaction, changes since the December 8, 2019 materials presented to the Conflicts Committee and a review of Evercore’s evaluation process ï,„ An overview of TGE’s current market situation ï,„ An overview of TGE including: (i) a review of the financial projections for TGE as provided by TGE management (the “TGE Financial Projections”) and (ii) a review of financial projections for TGE based on the TGE Financial Projections assuming $350.0 million of annual growth capital expenditures (the “Historical Growth Capital Expenditure Case”) ï,„ A valuation of the TGE shares ï,„ In the Appendix, a review of TGE’s weighted average cost of capital, the potential tax impact of the Proposed Transaction to TGE shareholders and a review of TGE’s assets by segment 1
Preliminary Draft –Subject to Change Executive Summary Overview of Proposed Transaction Evercore has been asked by the Conflicts Committee, whether, in Evercore’s opinion, as of the date of the Opinion opinion, the Proposed Consideration is fair, from a financial point of view, to the unaffiliated holders of Requested: Class A Shares ï® Tallgrass Energy, LP Counterparties ï® Blackstone Infrastructure Partners, its partners and respective affiliates ï® The Blackstone Consortium proposes to acquire all publicly owned Class A Shares from the holders of Proposed such shares other than the Blackstone Consortium, the General Partner or their respective affiliates Transaction ï® TGE will cease to be publicly traded Summary be suspended and will not ï® The dividend with respect to the quarter ending December 31, 2019 will be paid if the Proposed Transaction closes ï® Holders of Class A Shares other than the Blackstone Consortium, the General Partner and their Consideration respective affiliates (the “Unaffiliated Class A Shareholders”) will receive $22.45 in cash for each Class A Share held ï® Requires approval of the Conflicts Committee ï® Requires approval from over 50.0% of TGE shareholders, including both Class A Shares and the Class B shares, which hold 100% of the voting power of Tallgrass Energy Holdings, LLC and are exchangeable, together with an equivalent number of Tallgrass Equity, LLC (“Tallgrass Equity”) units, Timing and Approvals for Class A Shares (the “Class B Shares”), owned by the Blackstone Consortium, TGE management and their respective affiliatesï® The Blackstone Consortium owns 100% of the membership interest in Tallgrass Energy Holdings, LLC ï® Requires a minimum of 7.6% of the Unaffiliated Class A Shareholders to approve Otherï® The Proposed Transaction is structured to be taxable to the Unaffiliated Class A Shareholders Source: TGE management and company filings 2


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Preliminary Draft –Subject to Change Executive Summary Summary TGE Organizational Structure Blackstone 100% Tallgrass Energy Holdings, LLC 2 Membership Consortium Interest (“Holdings”) TGE Public Investors 100% Membership Interest Tallgrass Energy GP, LLC 23,652,463 Class A Shares 100,655,121 Class B Shares TGE Management General Partner Interest: 152,334,868 Class A Shares 124,307,584 Total Shares (“Management Not entitled to distributions from TGE 54.15% TGE interest 44.19% TGE interest Member”)2,3 Tallgrass Energy, LP (“TGE”) Market Cap1: $5,145.6 million 3,210,085 Class A Shares 1 1,481,754 Class B Shares Net Debt : $3,435.3 million Credit Rating: BB+ / Ba2 4,691,839 Total Shares 1.67% TGE interest 179,197,416 Tallgrass Equity Units Proposed Target Entity 63.70% controlling and economic interest 102,136,875 Tallgrass Equity Units 36.30% non-controlling and Tallgrass Equity, LLC economic interest (“Tallgrass Equity”) 100% Limited Partner Interest Tallgrass Energy Partners, LP (“TEP”) Tallgrass Energy Finance Corp. Tallgrass MLP Operations, LLC Natural Gas Transportation Crude Oil Transportation Gathering, Processing and Terminalling 100% 100% 75% 100% 100% 100% 100% 100% 100% 100% 100% TIGT TPC REX Tallgrass Tallgrass PXP PRG TMID Tallgrass BNN Stanchion Trailblazer Rockies NatGas Operations, Terminals Stanchion Tallgrass Tallgrass Pony Powder River Tallgrass BNN Water Interstate Gas Pipeline Express Tallgrass LLC Express Gateway, LLC Midstream, Solutions, LLC Energy, LLC Tallgrass Transmission, Company LLC Pipeline, LLC NatGas LLC Pipeline, LLC Terminals, LLC LLC Operator, LLC Source: FactSet and company filings 1. Market data as of December 16, 2019 2. Limited Voting Rights, Exchange Right: One Tallgrass Equity unit and one Class B Share exchangeable for one Class A Share 3. Class B Shares redeemed from Tallgrass KC, LLC by TGE management following Blackstone’s acquisition of TGE interest held by Kelso & Co., The Energy & Minerals Group and Tallgrass KC, LLC announced on January 31, 2019 3
Preliminary Draft –Subject to Change Executive Summary The Blackstone Consortium’s Investment in Tallgrass ($ in millions) Transaction Overview Pro Forma Leverage ï® On January 31, 2019, the Blackstone A Blackstone, GIC, Aï® Blackstone HoldCo $1,155 Term Loan 1 and Other Investors (~44% Interest in TGE) Consortium and Tallgrass announced 100% Membership Interest Blackstone had entered into an agreement with ï,„ Debt: $1,155 affiliates of Kelso & Co., The Energy & Minerals Tallgrass Energy Holdings, LLC 21,751,018 Class A Shares (“Holdings”) 100,655,121 Class B Shares 4 Group and Tallgrass KC, LLC to acquire 100% 43.55% limited partner ï,„ Leverage: ~4.2x of the membership interest in TGE’s general 100% Membership Interest interest ï,„ CFR/CCR: B1 / B+ partner as well as approximately 44% of the TGE PUBLIC TALLGRASS ENERGY GP, LLC limited partner interests in TGE for cash INVESTORS Bï® Tallgrass Energy consideration of approximately $3.2 billion 153,949,530 Class A Partners, LP General Partner Interest: Shares 55.78% limited Not entitled to distributions from TGE partner interestï,„ Debt: $3,2065 3,210,085 Class A Shares ï,„ The Blackstone Consortium acquired: (i) TALLGRASS ENERGY, LP 1,481,754 Class B Sharesï,„ Leverage: ~3.5x 1.67% limited partner interest 100% of the membership interests in the 153,949,530 Tallgrass Equity Units Managementï,„ CFR/CCR: Ba2 / BB+ general partner and (ii) 122,406,139 Class 55.78% controlling and economic interest Member A and Class B Shares, along with the Cï® Rockies Express 122,406,139 Tallgrass Equity 5 TALLGRASS EQUITY, LLC Pipeline LLC corresponding units in Tallgrass Equity, Units 43.55% controlling and economic interest LLC 5 2ï,„ Debt: $2,018 100% Membership Interest B RCF due 2022ï,„ Leverage: 3.0x TALLGRASS ENERGY 4.75% Notes due 2023ï,„ Implied TGE enterprise value of PARTNERS, LP 5.50% Notes due 2024 5.50% Notes due 2028ï,„ CFR/CCR: Ba1 / approximately $10.6 billion BBB- TALLGRASS MLP TALLGRASS ENERGY OPERATIONS, LLC FINANCE CORP. Total Debt (Blackstone ï® The transaction closed on March 11, 2019 C HoldCo + Tallgrass + RCF due 2020 OPERATING 5.625% Notes due 2020 REX) / Total Adjusted SUBSIDIARIES3 7.500% Notes due 2038 6.875% Notes due 2040 EBITDA6: 6.0x Source: Company filings 1. Certain of the minority investors holding Class B Shares and Tallgrass Equity Units do not own membership interests in Holdings 2. Includes (i) a 99.9% limited partner interest held directly by Tallgrass Equity, (ii) a 0.1% limited partner interest held indirectly through Tallgrass Equity Investments, LLC and (iii) a general partner interest held indirectly through TEP GP 3. TGE, the managing member of Tallgrass Equity, and Tallgrass Equity, the sole member of TEP’s general partner, are not guarantors of the 2023 Notes, the 2024 Notes, the 2028 Notes or the revolving credit facility. In addition, partially owned subsidiaries and their direct and indirect subsidiaries are not guarantors of the 2023 Notes, the 2024 Notes, the 2028 Notes or the revolving credit facility 4. Based on TGE 2019E dividend per share of $2.18 and $274.2 million in dividends to Blackstone HoldCo 5. As of December 31, 2018; Rockies Express is unconsolidated at TGE 6. As of December 31, 2018; includes 75% of REX EBITDA and debt 4


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Preliminary Draft –Subject to Change Executive Summary Overview of TGE Management’s Side Letter ï® On January 30, 2019, Prairie GP Acquiror LLC entered into an agreement (the “Management Side Letter”) with certain members of management (each, a “Management Member”) providing rights to the Management Member in the event of a take-private transaction Management Side Letter Key Terms ï® Management Member is subject to a one-year Lockup Period beginning on the closing date, March Lockup Period 11, 2019 ï® In the event of a take-private transaction by the Blackstone Consortium, the Management Member can sell at the higher of (i) the Proposed Consideration offered to the Unaffiliated Class A In the Event of a Take- Shareholders or (ii) $26.25 per Class A Share or Class B Share ($22.43 per Class A share or Class B Private Transaction share less $3.82 per Class A or Class B Share payable at expiration regardless of whether a take-private transaction has occurred or not by the end of the Lockup Period) ï® The Management Member has the opportunity to elect to accept the cash consideration or to Roll-Over Interests convert/exchange/roll-over interests into the privately owned Tallgrass entity on to-be-negotiated terms ï® In the event that a take-private transaction has not occurred by the end of the Lockup Period, the Expiration Blackstone Consortium will pay $3.82 per Class A Share or Class B Share to the Management Member within five business days following the expiration ï® During the Lockup Period, the Management Member must vote any and all Class A and Class B Voting Shares held by such Management Member in a manner consistent with the recommendation of the Board of Directors of TGE GP ï® The Management Member agrees that it will not engage in any activities that compete with Tallgrass Non-Competition in designated businesses and areas effective until June 30, 2020 Source: Company filings 5
Preliminary Draft –Subject to Change Executive Summary Overview of the Proposed Consideration ($ in millions, except per share amounts) Proposed Initial Offer Second Offer Consideration Consideration per Share $19.50 $20.00 $22.45 Implied Premium / (Discount): TGE Unaffected Share Price as of 8/27/19 ($14.35) 35.9% 39.4% 56.4% TGE Current Share Price as of 12/16/19 ($18.29) 6.6% 9.3% 22.7% 10-Day VWAP as of 8/27/19 ($15.52) 25.6% 28.9% 44.6% 20-Day VWAP as of 8/27/19 ($16.77) 16.3% 19.3% 33.9% 30-Day VWAP as of 8/27/19 ($18.30) 6.5% 9.3% 22.7% 60-Day VWAP as of 8/27/19 ($19.80) (1.5%) 1.0% 13.4% 90-Day VWAP as of 8/27/19 ($20.75) (6.0%) (3.6%) 8.2% Total Shares Outstanding 281.3 281.3 281.3 Implied Offer Value (100.0% Basis) $5,486.0 $5,626.7 $6,316.0 Plus: Long Term Debt 3,451.3 3,451.3 3,451.3 Less: Cash (16.0) (16.0) (16.0) Transaction Value $8,921.3 $9,062.0 $9,751.3 Transaction Value / EBITDA 1 Metric 2020E $855.2 / $866.8 10.4x / 10.3x 10.6x / 10.5x 11.4x / 11.2x 2021E 923.6 / 991.8 9.7 / 9.0 9.8 / 9.1 10.6 / 9.8 2022E 978.1 / 1,110.2 9.1 / 8.0 9.3 / 8.2 10.0 / 8.8 (Transaction Value + Capital Expenditures) / EBITDA 1 2020E $855.2 / $866.8 10.8x / 11.3x 11.0x / 11.4x 11.8x / 12.2x 2021E 923.6 / 991.8 10.4 / 10.7 10.6 / 10.9 11.3 / 11.5 2022E 978.1 / 1,110.2 10.2 / 10.3 10.3 / 10.4 11.0 / 11.0 Unaffiliated Class A Shares 155.5 155.5 155.5 Consideration per Class A Share $19.50 $20.00 $22.45 Implied Offer Value to Unaffiliated Class A Shareholders $3,033.1 $3,110.9 $3,492.0 Source: Bloomberg, FactSet, public filings, TGE management 1. Historical Growth Capital Expenditure Case / TGE Financial Projections 6


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Preliminary Draft –Subject to Change Executive Summary TGE Indexed Trading Performance vs. Peers Six Months Preceding Take-Private Offer: Since August 27, 2019 February 27, 2019 to August 27, 2019 30.0% 20.0% 21.2% 10.0% 6.7% 3.7% —% (5.5%) (8.0%) (10.0%) (15.8%) (20.0%) August 27, 2019, after market close: (20.3%) Blackstone Consortium announces (23.6%) Proposed Transaction (30.0%) (31.3%) Six-Month (40.0%) Correlation Price Performance Implied TGE Implied Coefficient1 Peer Since Announcement2 Share Price Premium (50.0%) 0.944 ENLC (23.1%) $11.04 103.4% 0.886 WMB (0.4%) 14.29 57.1% (51.5%) 0.867 ENB 17.4% 16.85 33.2% (60.0%) 0.860 TRGP 15.6% 16.58 35.4% 0.721 PAA (15.1%) 12.18 84.3% Weighted Average 9.4% $15.71 42.9% (70.0%) 2/27/19 4/16/19 6/4/19 7/23/19 9/9/19 10/28/19 12/16/19 TGE CEQP ENBL ENB ENLC KMI PAA TCP TRGP WMB Source: FactSet, Public filings Note: Energy Transfer LP excluded from peer group due to recently announced acquisition of SemGroup Corporation 1. Correlation coefficient of TGE to peer price performance from February 27, 2019 to August 27, 2019 2. Peer unit/share price performance since August 27, 2019 7
Preliminary Draft –Subject to Change Executive Summary Updates to Evercore’s Evaluation Since December 8, 2019 Conflicts Committee Materials ï® Since its materials provided to the Conflicts Committee dated December 8, 2019, Evercore has: ï,„ Incorporated the increased Proposed Consideration of $22.45 per share from the Second Offer of $20.00 per shareï,„ Updated unit and share prices and other data to December 16, 2019 ï,„ Provided an analysis of peer group price targets over time and TGE price targets and EBITDA estimates by broker over timeï,„ Calculated the implied EV / unlevered free cash flow multiple based on the perpetuity growth DCF analysis and the implied EV / EBITDA multiple on the Summary Valuation Analysis ï,„ Adjusted the EBITDA exit multiples for the corporate-level DCF analysis from 8.5x to 10.5x to 9.0x to 11.0x based on Peer Group Trading ï,„ Adjusted the cost of equity range of the Discounted Dividend Analysis based on CAPM from 8.0% to 9.0% to 7.5% to 8.5% given changes in market metrics ï,„ Adjusted the terminal yield range of the Discounted Dividend Analysis from 8.0% to 10.0% to 8.0% to 12.0% based on TGE’s yield since January 1, 2019 and its current yield ï,„ Adjusted the WACC cost of debt based on the yield to worst of the TGE notes due 2028ï,„ Adjusted the WACC for REX from 6.75% to 7.75% to 6.50% to 7.50% ï,„ Adjusted the WACC for Crude Oil Transportation and Stanchion from 7.00% to 8.00% to 6.75% to 7.75%ï,„ Adjusted the WACC for Terminals from 6.75% to 7.75% to 6.50% to 7.50%ï,„ Adjusted the WACC for TMID from 7.75% to 8.75% to 7.50% to 8.50% given changes in market metrics ï,„ Adjusted the EBITDA multiple range of the BNN Peer Group Trading analysis from 5.5x to 7.5x to 6.0x to 8.0x in 2020E given changes in market metrics ï,„ Replaced accrued dividend with cash dividend in the Discounted Dividend Analysis 8


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Preliminary Draft –Subject to Change Executive Summary Evercore Evaluation Process ï® In connection with its review of the Proposed Transaction, Evercore has, among other things: ï,„ Reviewed certain publicly available historical business and financial information relating to the Partnership that we deemed relevant, including as set forth in the Annual Report on Form 10-K for the year ended December 31, 2018, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, and certain Current Reports on Form 8-K, in each case as filed with or furnished to the U.S. Securities and Exchange Commission by the Partnership since December 31, 2018; ï,„ Reviewed certain internal projected financial and operating data and assumptions relating to the Partnership that were prepared and furnished to us by management of the Partnership the (the “TGE Financial Projections”);ï,„ Reviewed a financial scenario, at the request of the Conflicts Committee, based on the Tallgrass Financial Projections and total annual growth capital expenditures of $350.0 million (the “Historical Growth Capital Expenditure Case”), which senior management of the Partnership confirmed represented a more reasonable current assumption with respect to annual growth capital expenditures than is included in the TGE Financial Projections; ï,„ Discussed with management of the Partnership their assessment of the past and current operations of the Partnership, the current financial condition of the Partnership, the prospects of the Partnership and the historical and projected financial and operating data and assumptions relating to the Partnership (including management’s views of the risks and uncertainties of achieving such projections); ï,„ Reviewed the reported prices and the historical trading activity of the Class A Shares; ï,„ Performed a discounted cash flow analysis for the Partnership based on forecasts and other data provided by management of the Partnership; ï,„ Performed a discounted dividends analysis on the Partnership based on forecasts and other data prepared and furnished to us by management of the Partnership; ï,„ Performed a sum-of-the-parts analysis on the Partnership based on the sum of the valuation of each of TGE’s business segments; ï,„ Compared the financial performance of the Partnership and its stock market trading multiples with those of certain other publicly traded partnerships and companies that we deemed relevant; ï,„ Reviewed a draft of the Merger Agreement, dated December 16, 2019; and ï,„ Performed such other analyses and examinations, held such other discussions, reviewed such other information and considered such other factors that we deemed appropriate. 9
Preliminary Draft –Subject to Change II. TGE Situation Analysis


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Preliminary Draft –Subject to Change TGE Situation Analysis Summary Market Data ($ in millions, except per share amounts) Market Capitalization Balance Sheet and Credit Data As of December 16, 2019 As of September 30, 2019 Total Shares Outstanding1 281.3 Cash and Marketable Securities $16.0 Share Price $18.29 Short-Term Debt —Total Equity Value $5,145.6 Long-Term Debt 3,451.3 Plus: Net Debt 3,435.3 Total Debt $3,451.3 Enterprise Value $8,580.9 Net Debt $3,435.3 Historical Growth Capital Plus: Shareholders’ Equity 1,848.9 Expenditure Case / Net Book Capitalization $5,284.2 TGE Financial Projections Consensus Data Revolver Availability / Total Revolver Capacity $782.9 / $2,250.0 Metric Yield/Multiple Metric Yield/Multiple Net Debt / Net Book Cap 65.0% Dividend Yield 2 3 Net Debt / 2020E EBITDA 4.0x2 / 4.0x3 Current $2.20 / $2.20 12.0% / 12.0% $2.20 12.0% Net Debt / 2021E EBITDA 3.7x / 3.5x 2020E 2.25 / 2.25 12.3% / 12.3% 2.20 12.0% 2021E 2.25 / 2.25 12.3% / 12.3% 2.20 12.0% Current Ratings (Senior Unsecured): 2022E 2.25 / 2.26 12.3% / 12.3% NM Moody’s Ba2 (Stable) EV/EBITDA S&P BB+ (Positive) 2020E $855.2 / $866.8 10.0x / 9.9x $867.2 9.9x Fitch BBB- (Stable) 2021E 923.6 / 991.8 9.3 / 8.7 892.7 9.6 2022E 978.1 / 1,110.2 8.8 / 7.7 947.5 9.1 Share Price and Dividend Information $30.00 $2.50 Di $25.00 $2.25 vi ic e r $20.00 $2.00 dend P e har $15.00 $1.75per S S $10.00 $1.50 e har $5.00 $1.25 $— $1.00 6/30/18 9/27/18 12/25/18 3/24/19 6/21/19 9/18/19 12/16/19 Source: FactSet and Partnership filings Dividend per Share Share Price 1. Includes 179.2 million Class A Shares and 102.1 million Class B Shares 2. Based on Historical Growth Capital Expenditure Case 3. Based on TGE Financial Projections 10
Preliminary Draft –Subject to Change TGE Situation Analysis TGE Trading Performance Since the MLP Buy-In 6/30/18: 8/1/18: 11/13/18: 11/26/18: 6/28/19: 8/27/19: TEGP stock-for-unit Announces plans to develop Announces expansion of Announces commercial TGE and Kinder Morgan, Inc. TGE announces merger with TEP closes, Seahorse Pipeline and PXP’s mainline capacity and agreement with (“KMI”) announce joint tariff receipt of take-private forming TGE Plaquemines Liquids associated binding open unaffiliated third-party open season to increase crude proposal from the Terminal season shipper for Seahorse oil capacity out of the Bakken Blackstone Pipeline Formation Consortium for 7/10/18: 8/15/18: 10/15/18: $19.50 per share Announces Announces binding TGE and Silver Creek 1/31/19: 3/11/19: 6/20/19: binding open open season for Midstream, LLC agree BIP enters into a BIP closes Energy Transfer 11/25/2019: season for the Seahorse Pipeline to expand the Powder definitive agreement to purchase of announces the DAPL CEO David Dehaemers Iron Horse River Gateway JV acquire a controlling controlling expansion Jr. retires and steps Pipeline interest in TGE from interest in down as CEO 9/11/18: Kelso & Co., the Energy TGE for 6/10/19: Announces Investment Grade & Minerals Group and approximately Phillips 66 and Bridger credit ratings upgrade from Fitch Tallgrass KC, LLC $3.2 billion announce Liberty Pipeline for TGE and REX $30.00 5/1/19: 25,000 Announces open season for further $27.50 22,500 PXP expansion $25.00 20,000 $22.50 17,500 V l o e $20.00 15,000 umes Shar i( n t Per $17.50 12,500 ous h rice P $15.00 10,000 and ) s $12.50 7,500 $10.00 5,000 $7.50 2,500 $5.00 --6/30/2018 10/14/2018 1/29/2019 5/16/2019 8/31/2019 12/16/2019 TGE Volume TGE Price Source: FactSet, TGE public filings 11


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Preliminary Draft –Subject to Change TGE Situation Analysis Ratings Agency Commentary Current Ratings Credit Opinion February 25, 2019: Senior Ba2ï® Benefits include its predominantly interstate pipeline asset base with consistent Unsecured: cash flow from long-term transportation contracts and moderate leverageï® PXP is positioned as a competitive crude oil transportation option with access Outlook: Stable to multiple basins, downstream refineries and the Cushing, OK crude oil storage hubï® The contract extension of Continental Resources, Inc. and the development of Iron Horse Pipeline significantly improves PXP’s post-2020 recontractibility Analyst: Sreedhar Konaï® Vulnerabilities include predominately “supply-push” customers, average credit quality of customers is speculative-grade, recontracting risk and cash flow uncertainty for PXP and REX West-to-East February 21, 2019: Senior BB+ï® Excellent business risk profile reflected by the partnership’s fee-based multi- Unsecured: year contracts with over 90% of EBITDA consisting of take-or-pay contractsï® Expectation that the TGE financial policy stays the same, since Blackstone Outlook: Positive Infrastructure Partners is a long-term investor in the partnership ï® Susceptible to a large percentage of PXP’s contracts rolling off within the next 12 to 18 months Analyst: Mike Llanosï® Vulnerability to poor commodity pricing resulting in volumetric decline and contracted customers inability to meet their contractual obligations September 3, 2019: Senior BBB-ï® Expectation that Tallgrass exhibits near-term cash flow and earnings stability Unsecured: with most of its revenue being volume- and commodity price-insensitiveï® Significant steps towards mitigating near-term recontracting risk for REX and Outlook: Stable PXP in 2019 and 2020 through recent projects and contractual extensionsï® Potential events leading to a negative ratings impact include:ï,„ Inability to recontract expiring REX or PXP capacity at rates supportive of maintaining consolidated leverage of 4.8x-5.2x Analyst: Peter Molica ï,„ Negative ratings at REX, or a decline in cash flow up to TEP from REX Source: Moody’s, S&P Global Ratings, Fitch Ratings 12
Preliminary Draft –Subject to Change TGE Situation Analysis Wall Street Research ($ in millions, except per share amounts) Analyst Summary Price Targets Recommendations Pre-Announcement Post-Announcement (Pre-August 27, 2019) (Post-August 27, 2019) Target Target Firm Analyst Date Recommendation Price Date Recommendation Price Buy Piper Jaffray Pearce Hammond 08/01/19 Hold $24.00 12/09/19 Hold $20.00 Hold (3) (9) Baird Ethan Bellamy 04/25/19 Buy 28.00 12/05/19 Hold 20.00 Hold 33% Goldman Sachs Michael Lapides 08/07/19 Hold 18.00 11/05/19 Hold 19.00 (6) 100% Wells Fargo Michael Blum 07/26/19 Hold 25.00 11/04/19 Hold 20.00 67% Citi Timm Schneider 07/21/19 Buy 23.00 11/01/19 Hold 19.50 Barclays Christine Cho 07/25/19 Hold 24.00 10/30/19 Hold 20.00 Stifel Selman Akyol 07/26/19 Buy 26.00 10/30/19 Hold 20.00 TPH Colton Bean 07/24/19 Hold 24.00 10/09/19 Hold 19.50 MUFG Barrett Blaschke 07/25/19 Hold 27.00 08/28/19 Hold 20.00 Mean: $24.33 Mean: $19.78 Median: 24.00 Median: 20.00 Pre-Announcement Post-Announcement Min: 18.00 Min: 19.00 Max: 28.00 Max: 20.00 Dividend per Share Estimates EBITDA Estimates 2.34 2.232.24 2.24$2.252.25 2.232.24 2.24 2.252.25 2.24 2.252.26 2.20 2.20 2.20 2.20 2.20 2.20 $$ $ $$ $$ $ $$ $ $$ $ $ $ $ $ $ 1,110.2 $ 946.6 937.3 964.4 991.8 975.0 978.1 947.5 1.68 1.68 $916.7 923.6$892.7 $904.9 $ $ $ $881.1 $ 866.8867.2 875.4 857.9 $ $ 853.3 838.0 848.0 855.2 $ $ $ $ $ $$$ $ 801.0 $ $ $782.4 $ $ 729.1 $ NA NA NA NA N A NANANA NANANANANA NM NA NA NA NA NA NANA NANANANANA 2020E 2021E 2022E 2020E 2021E 2022E Piper Jaffray Baird Goldman Wells Fargo Citi Barclays Stifel TPH MUFG Historical Growth Capital TGE Financial Consensus Source: TGE management, FactSet, Bloomberg, Company filings Expenditure Case Projections 13


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Preliminary Draft –Subject to Change TGE Situation Analysis Consensus Estimates Peer Group Consensus Price Targets Over Time 20.0% 7.6% 10.0% 3.1% (0.7%) —% (1.7%) (4.0%) (10.0%) (7.0%) (8.9%) (12.4%) (20.0%) (12.4%) (30.0%) (32.1%) (40.0%) (50.0%) Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 CEQP ENBL ENB ENLC KMI PAA TCP TRGP WMB Peer Group Average TGE Broker Price Targets and EBITDA Estimates Over Time Price Targets 2020E EBITDA $30.00 On August 27, 2019, TGE announces receipt of Ä Since take-private proposal from the Aug-19 Sep-19 Oct-19 Nov-19 Current Aug-19 $27.50 Blackstone Consortium for $19.50 per share Piper Jaffray $914.0 $914.0 $852.6 $853.3 $853.3 (6.6%) $25.00 $20.00 Baird NA NA NA NA NA —$20.00 Goldman 1,006.4 1,006.4 1,006.4 1,006.4 946.6 (5.9%) $22.50 $20.00 $20.00 Wells Fargo 940.5 955.0 911.0 881.1 881.1 (6.3%) $20.00 $20.00 $20.00 Citi 902.0 902.0 819.0 819.0 838.0 (7.1%) $19.50 $17.50 $19.50 Barclays NA NA NA NA NA —$19.00 Stifel 869.1 869.1 848.0 848.0 848.0 (2.4%) $15.00 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 TPH 902.3 902.3 782.4 782.4 782.4 (13.3%) Piper Jaffray Baird Goldman MUFG 937.3 937.3 937.3 937.3 937.3 —% Wells Fargo Citi Barclays Stifel TPH MUFG Consensus 914.0 914.0 871.7 867.2 867.2 (5.1%) Source: FactSet, Bloomberg and Wall Street research 14
Preliminary Draft –Subject to Change III. Overview of TGE


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Preliminary Draft –Subject to Change Overview of TGE TGE Asset Map Including REX Zone 1 and Zone 2 Legend West Frenchie Cheyenne Connector Draw Treater Hereford Lateral Iron Horse Great Plains Powder River Express PXP REX TIGT Douglas TMID Natural Gas Gathering Processing Plant TMID Crude Oil Gathering Casper Trailblazer Processing Plant BNN Water Solutions Cheyenne Hub Huntsman Storage Facility PXP Pump Station Western TMID Compressor Station TMID Processing Plant TMID Treater Terminal Colorado TIGT Compressor Station Water Trailblazer Compressor Station Asset-Level EBITDA 2019E Terminals 4% BNN & TMID Non-REX Gas Crude Oil 11% Transportation Transportation Pipelines and Stanchion 8% 32% 1 1 REX 46% Source: TGE management 1. TGE’s 75% equity interest 15
Overview of TGE TGE Asset Map Including REX Zone 3 and Additional BNN Assets Legend REX BNN Water Solutions Eastern Additional BNN Assets North Dakota West Texas South Texas 16


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Preliminary Draft –Subject to Change Overview of TGE Rig Counts by Supply Basin U.S. Rig Count by Basin 60 65 Rig Count in TGE Supply Basins 55 58 52 41 188 176 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current1 141 20 19 17 17 15 11 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current1 Mar-19 Jun-19 Current1 29 26 20 70 64 32 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current 1 454 441 Total U.S. Rig Count 400 Mar-19 Jun-19 Current 1 1,006 967 57 799 78 71 53 60 50 TGE Supply Basins 1 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current 1 Mar-19 Jun-19 Current Source: Baker Hughes, Rig Data 1. As of December 13, 2019 17
Preliminary Draft –Subject to Change Overview of TGE Economics by Supply Basin TGE Supply Basin Breakeven Oil Prices1 $60 $48 $48 $50 $42 $42 $44 $40 $40 $38 $38 $38 $38 $38 $40 $36 $36 $34 $34 $34 $34 $34 l) b $32 $32 $32 B $28 $28 / $30 $ ( $20 $10 $0 e r—e r ne Oil e r mp are ft ft p and — o ng (600 iquid al WCB w l WCB k 1000 ( UR) B P Ov ded / m / EUR) L er E Middle 7.5k elawa 5.5 STACK Spri K tenberg Core tenberg ten elawa/ Midland Mid Liquids Midland Average t (North) t (South) Montney Lat Dela lfca D Wolfcamp Delaware Wolfcamp oe 2nd COO Woodford Delaware Wolfcamp D Wolfca Codell SCOOP STACK ft o—ft ft—Ex attenberg Eagleford — ft S Pressured mboe Wa Wa Condensate Condensate Condensate W k mb Bakken s200BBL W 10k LSB/WCA k 10 7.5 LSB/WCA 5.5k LSB/WCA/WCB Leonard/Avalon Bakken STAC Cana Duvernay Inner Research Commentary “Help is expected for North Dakota’s oil and gas producers, which continue to combat increases in flared gas as output increases in the Bakken Shale…Significant processing and liquids pipeline takeaway capacity has been added since August and more than 600 MMcfd of processing capacity is due to enter service by early 2020.” – Richard Nemec, Natural Gas Intelligence, 9/18/2019 “Earlier today, the Cheyenne Connector received FERC approval which will allow incremental residue gas takeaway to come online in Q1 2020 (originally Q4 2019). As we learned from our DJ midstream field trip this week, DCP’s Plant 11 (O’Connor II plant) has been running at a constrained ~100 MMcfd since its early August start-up, well below total capacity of 300 MMcfd (including 100 MMcfd of bypass) as a result of continued tightness in residue gas takeaway. This constraint along with DCP/WES plant maintenance downtime is likely to result in more tempered basin-wide growth in Q3. However, FERC’s approval of TGE’s Cheyenne Connector is the last hurdle for DJ infrastructure debottlenecking, and sets the basin up for meaningful growth in 2020.” Source: Wall Street research – William Featherston, Credit Suisse, 9/20/2019 1. Breakeven oil price necessary to achieve 10% IRR 18


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Preliminary Draft –Subject to Change Overview of TGE U.S. Crude Oil Production U.S. Lower 48 Onshore Crude Oil Production Projections by Basin – 2019E-2033E (MMBpd) ï® Bakken formation crude oil production is projected to increase by 4.9% from 2019E to 2023E and by 3.1% from 2019E to 2033Eï® DJ basin crude oil production is projected to increase by 4.1% from 2019E to 2023E and by 1.4% from 2019E to 2033E 12.0 2019E – 2033E Permian Eagle Ford Growth Bakken DJ / Niobrara Woodford Austin Chalk 0.4% 10.0 Utica Other 3.0% 3.0% (1.2%) 1.4% 8.0 3.1% 6.0 0.2% 4.0 2.8% 2.0 — 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Source: EIA TGE Supply Basin 19
Subject to Change Overview of TGE TGE Financial Projections – Assumptions ï® The TGE Financial Projections and assumptions as provided by TGE management and utilized herein by Evercore, incorporate the following: ï,„ Segment-level EBITDA for each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation, Terminals, TMID, BNN and Stanchion ï,„ Dividends declared per share increasing from $2.25 in 2020E to $2.33 in 2023E as dividend coverage increases from 1.02x to 1.25x over the same period ï,„ Between $758.0 million and $860.0 million of growth capital expenditures in each of 2020E through 2023E • Includes $750.0 million of growth capital expenditures annually through the forecast period for a combination of projects and acquisitions not currently identified (the “Growth Wedge EBITDA”) • Assumes projects and acquisitions are completed at a weighted average EBITDA multiple of 7.5x with 6.3% of EBITDA realized in the year capital expenditures occur, 81.3% of EBITDA realized in the following year and 100.0% of EBITDA realized thereafter ï,„ Growth capital expenditures are funded by a combination of dividend coverage, TGE follow-on equity issuances, borrowings on TGE’s revolver and long-term notes issuances • Assumes TGE issues Class A Shares at an implied dividend per share yield of 7.5% for net proceeds of between $175.0 million and $500.0 million annually • TGE issues $500.0 million in unsecured debt annually from 2020E through 2022E at an interest rate of 5.25% Source: TGE management 20


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Preliminary Draft –Subject to Change Overview of TGE TGE Financial Projections ($ in millions, except per share amounts) For the Years Ending December 31, 2020E-2023E 2020E 2021E 2022E 2023E CAGR Natural Gas Transportation REX EBITDA to TGE $450.9 $452.1 $449.0 $447.6 (0.2%) Less: REX Interest Expense and Maintenance Capital Expenditures (94.7) (95.0) (95.3) (95.5) 0.3% REX Distributable Cash Flow to TGE $356.2 $357.2 $353.7 $352.1 (0.4%) Non-REX Natural Gas Transportation 84.1 87.9 89.8 89.7 2.2% Total Natural Gas Transportation $440.3 $445.1 $443.5 $441.8 0.1% Crude Oil Transportation Total Crude Oil Transportation EBITDA 1 $224.2 $232.4 $240.2 $242.7 2.7% Gathering, Processing & Terminalling Terminals $36.6 $37.0 $37.6 $38.1 1.4% TMID 41.5 47.1 49.8 51.1 7.2% BNN 104.7 127.2 136.3 136.7 9.3% Stanchion 10.0 10.0 10.0 10.0 —% Total Gathering, Processing & Terminalling EBITDA $192.8 $221.3 $233.7 $235.9 6.9% Total Asset EBITDA $857.3 $898.7 $917.4 $920.4 2.4% Plus: Growth Wedge EBITDA 17.1 100.8 200.8 300.8 NM Less: Corporate G&A (7.7) (7.8) (8.0) (8.1) 2.0% Total EBITDA $866.8 $991.8 $1,110.2 $1,213.1 11.9% Less: Maintenance Capital Expenditures 1 (37.7) (39.8) (42.4) (44.5) Less: Interest Expense (160.0) (186.0) (211.0) (235.0) Cash Available for Dividends $669.0 $765.9 $856.9 $933.6 11.7% Dividends Paid (Accrued) $655.5 $685.0 $704.0 $748.0 Dividends Paid (Cash) 646.4 682.9 701.7 738.8 Average Shares Outstanding 290.8 304.5 312.0 320.4 CAFD / Share $2.30 $2.52 $2.75 $2.91 8.2% Dividends / Share (Accrued) 2.25 2.25 2.26 2.33 1.2% Dividends / Share (Cash) 2 2.24 2.25 2.25 2.32 1.1% Total Dividend Coverage 1.02x 1.12x 1.22x 1.25x CAFD Surplus / (Shortfall) $22.6 $83.0 $155.2 $194.8 Total EBITDA $866.8 $991.8 $1,110.2 $1,213.1 Plus: REX EBITDA to TGE 450.9 452.1 449.0 447.6 Less: REX Distributable Cash Flow to TGE (356.2) (357.2) (353.7) (352.1) Adjusted EBITDA $961.5 $1,086.7 $1,205.5 $1,308.6 10.8% Source: TGE management 1. Includes adjustment of approximately $0.3 million per year to reclassify maintenance capital expenditures per TGE management 2. Dividends accrued in each quarter are paid in cash the following quarter 21
Preliminary Draft –Subject to Change Overview of TGE TGE Financial Projections (cont’d) ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Sources CAFD Surplus / (Shortfall) $22.6 $83.0 $155.2 $194.8 Equity Issuance 500.0 225.0 175.0 300.0 Senior Note Issuance 500.0 500.0 500.0 —Revolving Credit Facility Draw / (Repayment) (162.6) 33.0 (72.2) 263.2 Cash from / (to) Balance Sheet -———- Total Sources $860.0 $841.0 $758.0 $758.0 Uses REX Expansion Capital $30.3 $— $— $—Powder River Gateway Capital Expenditures — 5.3 -—-TMID Capital Expenditures 27.3 26.3 -—-BNN Capital Expenditures 52.3 59.3 8.0 8.0 Other Growth Capital Expenditures / Acquisitions 750.0 750.0 750.0 750.0 Total Uses $860.0 $841.0 $758.0 $758.0 Capital Structure Cash $16.0 $16.0 $16.0 $16.0 Revolver 1,315.4 1,348.3 1,276.2 1,539.3 4.750% Senior Notes Due 2023 500.0 500.0 500.0 500.0 5.500% Senior Notes Due 2024 750.0 750.0 750.0 750.0 5.500% Senior Notes Due 2028 750.0 750.0 750.0 750.0 New 5.250% Senior Notes 500.0 1,000.0 1,500.0 1,500.0 Net Debt $3,799.4 $4,332.4 $4,760.2 $5,023.4 Net Debt / LTM EBITDA 4.4x 4.4x 4.3x 4.1x Source: TGE management 22


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Preliminary Draft –Subject to Change Overview of TGE Historical Growth Capital Expenditure Case – Assumptions ï® At the request of the Conflicts Committee, Evercore relied upon the Historical Growth Capital Expenditure Case:ïµ Total growth capital expenditures are reduced to $350.0 million per year from 2020E to 2023E ïµ Dividends are held flat at $2.25 per share with dividend coverage increasing from 1.02x in 2020E to 1.19x in 2023Eïµ Equity and debt issuances are reduced pro rata with the capital expenditure reduction TGE Financial Projections Historical Growth Capital Expenditure Case For Years Ending December 31, Terminal For Years Ending December 31, Terminal 2020E 2021E 2022E 2023E Value 2020E 2021E 2022E 2023E Value Capital Expenditures Capital Expenditures Identified Capital Expenditures $110.0 $91.0 $8.0 $8.0 Identified Capital Expenditures $110.0 $91.0 $8.0 $8.0 Growth Wedge Capital Expenditures 750.0 750.0 750.0 750.0 Growth Wedge Capital Expenditures 240.0 259.0 342.0 342.0 Total Capital Expenditures $860.0 $841.0 $758.0 $758.0 Total Capital Expenditures $350.0 $350.0 $350.0 $350.0 Growth Wedge EBITDA $17.1 $100.8 $200.8 $300.8 $400.0 Growth Wedge EBITDA $5.5 $32.7 $68.7 $112.5 $157.7 Historical Growth Capital Expenditures $876.0 Organic Growth Capital Expenditures Third-Party Acquisitions $31.0 $700.0 $675.0 $446.0 $429.0 $444.0 $446.0 $266.0 $845.0 $332.1 $76.0 $249.0 $446.0 $353.0 $409.0 $256.0 $197.0 2013A 2014A 2015A 2016A 2017A 2018A 2019E Source: TGE management, TGE investor presentations and TGE November 22, 2019 budget materials 23
Preliminary Draft –Subject to Change Overview of TGE Historical Growth Capital Expenditure Case ($ in millions, except per share amounts) For the Years Ending December 31, 2020E-2023E 2020E 2021E 2022E 2023E CAGR Natural Gas Transportation REX EBITDA to TGE $450.9 $452.1 $449.0 $447.6 (0.2%) Less: REX Interest Expense and Maintenance Capital Expenditures (94.7) (95.0) (95.3) (95.5) 0.3% REX Distributable Cash Flow to TGE $356.2 $357.2 $353.7 $352.1 (0.4%) Non-REX Natural Gas Transportation 84.1 87.9 89.8 89.7 2.2% Total Natural Gas Transportation $440.3 $445.1 $443.5 $441.8 0.1% Crude Oil Transportation Total Crude Oil Transportation EBITDA 1 $224.2 $232.4 $240.2 $242.7 2.7% Gathering, Processing & Terminalling Terminals $36.6 $37.0 $37.6 $38.1 1.4% TMID 41.5 47.1 49.8 51.1 7.2% BNN 104.7 127.2 136.3 136.7 9.3% Stanchion 10.0 10.0 10.0 10.0 —% Total Gathering, Processing & Terminalling EBITDA $192.8 $221.3 $233.7 $235.9 6.9% Total Asset EBITDA $857.3 $898.7 $917.4 $920.4 2.4% Plus: Growth Wedge EBITDA 5.5 32.7 68.7 112.5 NM Less: Corporate G&A (7.7) (7.8) (8.0) (8.1) 2.0% Total EBITDA $855.2 $923.6 $978.1 $1,024.8 6.2% Less: Maintenance Capital Expenditures 1 (37.7) (39.8) (42.4) (44.5) Less: Interest Expense (163.0) (174.3) (182.6) (189.6) Cash Available for Dividends $654.4 $709.5 $753.2 $790.7 6.5% Dividends Paid (Accrued) $641.2 $651.3 $657.9 $666.5 Dividends Paid (Cash) 635.7 650.5 657.1 665.2 Average Shares Outstanding 284.5 289.0 291.9 295.7 CAFD / Share $2.30 $2.46 $2.58 $2.67 5.1% Dividends / Share (Accrued) 2.25 2.25 2.25 2.25 (0.0%) Dividends / Share (Cash) 2 2.24 2.25 2.25 2.25 0.2% Total Dividend Coverage 1.02x 1.09x 1.14x 1.19x CAFD Surplus / (Shortfall) $18.7 $59.0 $96.0 $125.5 Total EBITDA $855.2 $923.6 $978.1 $1,024.8 Plus: REX EBITDA to TGE 450.9 452.1 449.0 447.6 Less: REX Distributable Cash Flow to TGE (356.2) (357.2) (353.7) (352.1) Adjusted EBITDA $949.9 $1,018.6 $1,073.4 $1,120.3 5.7% Source: TGE management 1. Includes adjustment of approximately $0.3 million per year to reclassify maintenance capital expenditures per TGE management 2. Dividends accrued in each quarter are paid in cash the following quarter 24


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Preliminary Draft –Subject to Change Overview of TGE Historical Growth Capital Expenditure Case (cont’d) ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Sources CAFD Surplus / (Shortfall) $18.7 $59.0 $96.0 $125.5 Equity Issuance 160.0 77.7 79.8 136.8 Senior Note Issuance 160.0 172.7 228.0 —Revolving Credit Facility Draw / (Repayment) 11.3 40.6 (53.8) 87.7 Cash from / (to) Balance Sheet -———- Total Sources $350.0 $350.0 $350.0 $350.0 Uses REX Expansion Capital $30.3 $— $— $—Powder River Gateway Capital Expenditures — 5.3 -—-TMID Capital Expenditures 27.3 26.3 -—-BNN Capital Expenditures 52.3 59.3 8.0 8.0 Other Growth Capital Expenditures / Acquisitions 240.0 259.0 342.0 342.0 Total Uses $350.0 $350.0 $350.0 $350.0 Capital Structure Cash $16.0 $16.0 $16.0 $16.0 Revolver 1,489.3 1,529.9 1,476.1 1,563.8 4.750% Senior Notes Due 2023 500.0 500.0 500.0 500.0 5.500% Senior Notes Due 2024 750.0 750.0 750.0 750.0 5.500% Senior Notes Due 2028 750.0 750.0 750.0 750.0 New 5.250% Senior Notes 160.0 332.7 560.7 560.7 Net Debt $3,633.3 $3,846.6 $4,020.8 $4,108.5 Net Debt / LTM EBITDA 4.2x 4.2x 4.1x 4.0x Source: TGE management 25
Preliminary Draft –Subject to Change IV. Valuation of TGE Shares


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Preliminary Draft –Subject to Change Valuation of TGE Shares Valuation Methodologies ï® Evercore utilized the following analytical approaches and methodologies in its valuation of the TGE shares with an effective date of January 1, 2020 Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concepts of theï® Discounted the projected cash flows to the assumed January 1, 2020 effective date time value of moneyï® Effective corporate tax rate of 23.8% (21.0% federal tax rate and 2.8% blended state ï® Utilizing the Historical Growth Capital Expenditure 1 tax rate) Case and the TGE Financial Projections, as previously reviewed herein, Evercore:ï® Tax depreciation based on immediate expensing of capital expenditures and a full ï,„ Utilized varying WACC discount rates and step-up in tax basis DCF Analysis applied various perpetuity growth rates to derive ï® WACC based on the Capital Asset Pricing Model (“CAPM”) for MLPs and C-Corps after-tax valuation ranges for a TGE share with assets comparable to those owned by TGE ï,„ Calculated terminal values based on a range of ï® For the terminal value, tax depreciation assumed to be equal to maintenance capital multiples of EBITDA derived from precedent expenditures transactions as well as assumed perpetuity growth ratesï® EBITDA exit multiple of 9.0x to 11.0x and a perpetuity growth rate of 0.25% to 0.75%ï® Projected dividends based on the Historical Growth Capital Expenditure Case and the TGE Financial Projections and discounted projected cash flows to the assumed January 1, 2020 effective date Discounted ï® Values TGE shares based on the present value of ï® Terminal yield range of 8.0% to 12.0% based on the dividend yield at which TGE has Dividend the future cash dividends to TGE shareholders traded since the first ex-dividend date following closing of the buy-in of Tallgrass Energy Analysis Partners, LP (the “MLP Buy-In”) ï® Cost of equity of 7.5% to 8.5% based on the CAPM and 11.0% to 13.0% based on total expected market return for comparable midstream MLPs / C-Corps Peer Group ï® Valuation based on multiples of enterprise value / ï® Based on multiples of enterprise value to EBITDA for MLPs and C-Corps with assets Trading relevant EBITDA for publicly traded entities with similar to those owned by TGE Analysis assets similar to those owned by TGE ï® Values the TGE shares based on the sum of the Sum-of-the- valuation of each business unit based on each of ï® Metrics and assumptions as set forth on the following pages Parts Analysis DCF Analysis, Peer Group Trading Analysis and Precedent M&A Transactions Analysis Premiums Paid in ï® Values TGE shares based on historical premiums ï® Median 1-Day, 30-Day and 60-Day premiums paid applied to relevant equity prices Only Midstream paid in selected relevant cash midstream mergers Reference Mergers 1. Per TGE management 26
Preliminary Draft –Subject to Change A. Historical Growth Capital Expenditure Case


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Summary Valuation Analysis – Historical Growth Capital Expenditure Case For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $45.00 $40.00 $35.00 $32.27 $32.35 $30.00 $28.91 $25.51 $25.91 $24.45 $25.00 $22.97 $22.80 $22.16 $20.25 $19.38 $19.77 $20.00 $21.23 $21.47 $18.63 $17.86 $15.00 $16.93 $16.28 Proposed Consideration: $15.12 $22.45 per Class A Share $12.62 $12.50 $12.82 $10.00 $5.00 $— WACC of 6.50%—7.50% 8.0%—12.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 9.0x to 11.0x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.50%—7.50% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.4% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 7.5%—8.5% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 10.8% Terminal Value Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day Implied EBITDA 11.0%—13.0% WACC of 7.00%—8.00% Detail Premium 15.2% Multiple:11.2x EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.50%—7.50% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.50%—8.50% EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 8.50%—9.50% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.75%—1.75% Terminal Value Implied EBITDA 1 1. Excludes Corporate G&A Multiple:11.2x 27
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Corporate-Level – DCF Analysis ($ in millions, except per share amounts) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 $949.9 $1,018.6 $1,073.4 $1,120.3 $1,165.5 2 $1,165.5 2 Adjusted EBITDA Less: Tax Depreciation and Amortization (792.1) (857.8) (816.6) (843.1) (57.2) EBIT $157.8 $160.8 $256.8 $277.2 $1,108.4 Less: Taxes 3 (17.6) (2.6) (4.3) (5.4) (264.0) EBIAT $140.3 $158.2 $252.5 $271.8 $844.4 Plus: Tax Depreciation and Amortization 792.1 857.8 816.6 843.1 57.2 4 Less: Growth Capital Expenditures 1 (350.0) (350.0) (350.0) (350.0) —Less: Maintenance Capital Expenditures (37.7) (39.8) (42.4) (44.5) (44.5) Less: REX Maintenance Capital Expenditures to TGE 1 (11.9) (12.2) (12.4) (12.7) (12.7) Unlevered Free Cash Flow $532.6 $613.9 $664.3 $707.7 $844.4 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $11,655.4 $13,055.0 EV / Unlevered Free Cash Flow Multiple 15.5x PV of Terminal Value @ 7.00% Discount Rate $8,891.8 $10,302.3 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 2,189.0 Implied Enterprise Value $11,080.8 – $12,491.3 Less: Debt Outstanding as of January 1, 2020 1 (5,015.5) Plus: Cash as of January 1, 2020 16.0 Implied Equity Value $6,081.3 – $7,491.8 Implied TGE Share Value $21.62 – $26.63 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.00% $16.41 $19.69 $22.98 $26.26 $29.54 6.00% $30.95 $32.83 $34.88 $37.13 $39.60 ACC 6.50% 15.85 19.07 22.29 25.51 28.73 ACC 6.50% 27.12 28.70 30.41 32.27 34.30 W 7.00% 15.29 18.46 21.62 24.78 27.94 W 7.00% 23.84 25.19 26.63 28.19 29.88 7.50% 14.75 17.86 20.96 24.06 27.16 7.50% 21.00 22.16 23.39 24.72 26.14 8.00% 14.23 17.27 20.32 23.36 26.41 8.00% 18.52 19.52 20.58 21.72 22.94 Source: TGE management 1. EBITDA, Growth Capital Expenditures, Maintenance Capital Expenditures and Debt reflect 75% ownership interest in REX 2. Includes run-rate Growth Wedge EBITDA of $157.7 million 3. 23.8% effective tax rate 4. Includes REX Maintenance Capital Expenditures to TGE 28


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Corporate-Level – Discounted Dividend Analysis For the Years Ending December 31, Terminal Value 2020E 2021E 2022E 2023E Low High TGE Dividend per Share (Cash) $2.24 $2.25 $2.25 $2.25 $2.25 – $2.25 Terminal Yield 1 12.0% 8.0% Terminal Value $18.78 $28.17 Equity Cost of Capital Based on CAPM 2 Present Value @ 7.0% of Equity Value $22.21 – $29.38 Present Value @ 7.5% of Equity Value 21.88 – 28.91 Present Value @ 8.0% of Equity Value 21.55 – 28.45 Present Value @ 8.5% of Equity Value 21.23 – 28.01 Present Value @ 9.0% of Equity Value 20.92 – 27.57 Implied TGE Share Value – Based on CAPM $21.23 – $28.91 Equity Cost of Capital Based on Total Expected Market Return 2 Present Value @ 10.0% of Equity Value $20.31 – $26.72 Present Value @ 11.0% of Equity Value 19.73 – 25.91 Present Value @ 12.0% of Equity Value 19.17 – 25.14 Present Value @ 13.0% of Equity Value 18.63 – 24.39 Present Value @ 14.0% of Equity Value 18.12 – 23.68 Implied TGE Share Value – Based on Total Expected Market Return $18.63 – $25.91 1. TGE’s median yield since its first ex-dividend date following closing of the MLP Buy-in has been 9.0% and its range in yield over that time has been 7.6% to 15.1%. From January 1, 2019 to August 27, 2019 TGE’s yield averaged 9.5% 2. For detail on Equity Cost of Capital calculations, see Appendix 29
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Corporate-Level – Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Corporate-Level Peer Trading Group Crestwood Equity Partners LP $30.25 $2,252.9 $5,564.8 9.0x 8.5x 7.9% 8.3% 8.7% 4.3x Enable Midstream Partners, LP 10.27 4,469.0 9,259.0 8.4 8.3 12.9% 12.9% 12.9% 3.8 Enbridge Inc. 38.63 78,431.9 136,889.1 13.1 12.3 5.8% 6.4% 6.8% 5.0 Energy Transfer LP 12.80 34,366.6 96,382.3 8.5 8.3 9.5% 9.5% 9.7% 4.5 EnLink Midstream, LLC 5.47 2,690.7 8,947.9 8.4 8.2 20.7% 20.7% 20.7% 4.4 Kinder Morgan, Inc. 20.58 46,613.0 82,740.8 10.8 10.6 4.9% 6.1% 6.5% 4.7 Plains All American Pipeline, L.P. 17.70 13,006.5 24,842.5 9.5 8.8 8.1% 8.5% 9.0% 3.3 TC PipeLines, LP 40.12 2,995.4 5,001.4 10.9 10.9 6.5% 6.5% 6.5% 4.3 Targa Resources Corp. 37.51 8,731.8 19,579.8 11.9 10.2 9.7% 9.7% 9.7% 5.7 The Williams Companies, Inc. 22.82 27,761.6 53,044.6 10.3 9.9 6.7% 7.0% 7.4% 4.5 Mean 10.1x 9.6x 9.3% 9.6% 9.8% 4.4x Median 9.9 9.4 8.0% 8.4% 8.8% 4.4 Peer Group Trading Analysis 2020E Adjusted EBITDA 1 $949.9 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $8,549.2 – $10,449.0 2021E Adjusted EBITDA 1 $1,018.6 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $8,658.1 – $10,695.3 Implied Enterprise Value $8,549.2 – $10,695.3 Less: Debt Outstanding as of January 1, 2020 1 (5,015.5) Plus: Cash as of January 1, 2020 16.0 Implied Equity Value $3,549.7 – $5,695.7 Implied TGE Share Value $12.62 – $20.25 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA and Debt reflect 75% ownership interest in REX 30


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Discounted Cash Flow Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concept of ï® Discounted the projected cash flows to an assumed January 1, 2020 effective date the time value of money ï® EBITDA exit multiples and perpetuity growth rates for each business unit as set forth belowï® Utilizing the Historical Growth Capital ï® For the terminal value, tax depreciation assumed to be equal to maintenance capital Discounted Expenditure Case, Evercore: expenditures Cash Flow â–º Utilized varying WACC discount rates and below utilizes CAPM for C-Corps and MLPs Analysisï® Midpoint WACC for each asset as set forth terminal values to derive after-tax valuation with assets similar to those of the respective business unit (Sum-of-Parts) ranges â–º Calculated terminal values based on a ï® Corporate tax rate of 23.8% (21.0% federal tax rate and 2.8% blended state tax rate)1 range of multiples of EBITDA andï® Assumes pre-tax values for asset-level valuations and deducts the present value of Cash assumed perpetuity growth rates Taxes based on the TGE corporate-level tax assumptions Assumptions Resulting Enterprise Value Range EBITDA Exit Perpetuity Growth EBITDA Exit Multiple Perpetuity Growth Rate WACC Range Multiple Range Rate Range Low High Low High REX (Attributable to TGE) 6.50% – 7.50% 9.0x – 11.0x 0.25% – 0.75% $4,507.2 – $5,345.2 $6,159.7 – $7,631.0 Non-REX Natural Gas Transportation 7.00% – 8.00% 9.0 – 11.0 0.25% – 0.75% 853.8 – 1,017.9 1,023.7 – 1,248.0 Crude Oil Transportation and Stanchion 6.75% – 7.75% 9.0 – 11.0 0.25% – 0.75% 2,511.7 – 2,980.2 3,378.1 – 4,154.1 Terminals 6.50% – 7.50% 9.0 – 11.0 1.00% – 2.00% 382.6 – 454.0 572.7 – 801.6 TMID 7.50% – 8.50% 8.0 – 10.0 0.25% – 0.75% 368.5 – 458.1 436.2 – 535.5 BNN 8.50% – 9.50% 7.5 – 9.5 0.25% – 0.75% 1,012.0 – 1,242.2 1,361.7 – 1,621.7 Growth Wedge 2 6.50% – 7.50% 9.0 – 11.0 0.75% – 1.75% 219.9 – 490.2 1,037.0 – 1,929.5 Total Enterprise Value (Pre-Corporate G&A and Taxes) $9,855.7 – $11,987.7 $13,969.2 – $17,921.4 Less: Value of Corporate G&A 3 8.8x – 10.8x 8.8x – 10.8x (67.4) – (82.7) (67.5) – (82.9) Less: Value of Cash Taxes 4 6.50% – 7.50% NA – NA 0.25% – 0.75% (27.1) – (27.5) (2,861.4) – (3,738.4) Total Enterprise Value $9,761.2 – $11,877.6 $11,040.3 – $14,100.1 Less: Debt as of January 1, 2020 5 (5,015.5) (5,015.5) (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 16.0 16.0 Implied Equity Value $4,761.7 – $6,878.0 $6,040.8 – $9,100.6 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value $16.93 – $24.45 $21.47 – $32.35 1. Per TGE management 2. Growth Wedge discounted at WACC range for Corporate-Level Analysis utilizing EBITDA exit multiples and perpetuity growth rate ranges consistent with those in the Corporate-Level Analysis 3. EBITDA multiples weighted by the respective Enterprise Values 4. Assumes the corporate-level WACC and perpetuity growth rate 5. Includes 75% of REX debt 31
Subject to Change Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – REX ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $601.3 $602.9 $598.6 $596.8 $596.8 $596.8 Less: Growth Capital Expenditures (40.4) -———-Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) (16.9) Unlevered Free Cash Flow $544.9 $586.6 $582.1 $579.9 $579.9 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $5,967.7 $8,965.7 PV of Terminal Value @ 7.00% Discount Rate $4,552.8 $7,075.2 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 2,005.8 Implied Asset Value $6,558.6 – $9,081.1 Implied Asset Value – 75.0% Interest Attributed to TGE $4,918.9 – $6,810.8 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.00% $4,368.3 $4,722.8 $5,077.3 $5,431.9 $5,786.4 6.00% $7,443.2 $7,715.7 $8,012.8 $8,338.3 $8,696.4 6.50% 4,301.4 4,649.3 4,997.3 5,345.2 5,693.1 6.50% 6,885.4 7,114.1 7,361.8 7,631.0 7,924.7 WACC 7.00% 4,236.0 4,577.5 4,918.9 5,260.4 5,601.9 WACC 7.00% 6,407.3 6,601.6 6,810.8 7,036.8 7,281.6 7.50% 4,172.0 4,507.2 4,842.3 5,177.5 5,512.6 7.50% 5,992.8 6,159.7 6,338.5 6,530.6 6,737.4 8.00% 4,109.4 4,438.4 4,767.4 5,096.4 5,425.4 8.00% 5,630.2 5,774.8 5,929.1 6,094.1 6,270.8 Source: TGE management 32


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Non-REX Natural Gas Transportation ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $84.1 $87.9 $89.8 $89.7 $89.7 $89.7 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (11.9) (12.1) (12.3) (12.5) (12.5) Unlevered Free Cash Flow $72.2 $75.8 $77.5 $77.3 $77.3 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $897.5 $1,109.6 PV of Terminal Value @ 7.50% Discount Rate $672.0 $861.5 Plus: PV of Unlevered Free Cash Flow @ 7.50% Discount Rate 262.4 Implied Asset Value $934.4 – $1,123.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.50% $825.3 $895.1 $964.9 $1,034.6 $1,104.4 6.50% $1,221.0 $1,261.7 $1,305.7 $1,353.5 $1,405.7 7.00% 812.5 881.0 949.5 1,017.9 1,086.4 7.00% 1,136.1 1,170.6 1,207.8 1,248.0 1,291.5 WACC 7.50% 800.0 867.2 934.4 1,001.6 1,068.8 WACC 7.50% 1,062.5 1,092.1 1,123.9 1,158.0 1,194.8 8.00% 787.8 853.8 919.7 985.7 1,051.7 8.00% 998.0 1,023.7 1,051.2 1,080.5 1,111.9 8.50% 775.8 840.6 905.4 970.1 1,034.9 8.50% 941.2 963.6 987.5 1,012.9 1,040.0 Source: TGE management 33
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Crude Oil Transportation and Stanchion ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth Crude Oil Transportation EBITDA $224.2 $232.4 $240.2 $242.7 $242.7 $242.7 Stanchion EBITDA 10.0 10.0 10.0 10.0 10.0 10.0 Less: Growth Capital Expenditures — (5.3) -——-Less: Maintenance Capital Expenditures (4.4) (4.4) (4.5) (4.6) (4.6) Unlevered Free Cash Flow $229.9 $232.6 $245.7 $248.1 $248.1 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $2,527.3 $3,694.0 PV of Terminal Value @ 7.25% Discount Rate $1,910.1 $2,891.4 Plus: PV of Unlevered Free Cash Flow @ 7.25% Discount Rate 831.8 Implied Asset Value $2,741.9 – $3,723.2 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.25% $2,433.6 $2,631.9 $2,830.2 $3,028.5 $3,226.8 6.25% $4,057.9 $4,200.0 $4,354.5 $4,523.1 $4,707.7 6.75% 2,396.3 2,590.9 2,785.6 2,980.2 3,174.8 6.75% 3,763.8 3,883.9 4,013.6 4,154.1 4,306.8 WACC 7.25% 2,359.9 2,550.9 2,741.9 2,932.9 3,123.9 WACC 7.25% 3,510.4 3,613.0 3,723.2 3,841.8 3,970.0 7.75% 2,324.2 2,511.7 2,699.2 2,886.7 3,074.2 7.75% 3,289.6 3,378.1 3,472.8 3,574.2 3,683.1 8.25% 2,289.3 2,473.4 2,657.4 2,841.5 3,025.5 8.25% 3,095.6 3,172.7 3,254.7 3,342.3 3,435.8 Source: TGE management 34


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Terminals ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $36.6 $37.0 $37.6 $38.1 $38.1 $38.1 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (1.0) (1.0) (1.1) (1.1) (1.1) Unlevered Free Cash Flow $35.5 $36.0 $36.5 $37.0 $37.0 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.50% Implied Terminal Value $381.1 $683.6 PV of Terminal Value @ 7.00% Discount Rate $290.8 $539.5 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 126.9 Implied Asset Value $417.7 – $666.4 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.50% 1.00% 1.50% 2.00% 2.50% 6.00% $370.8 $401.0 $431.2 $461.3 $491.5 6.00% $681.3 $739.5 $810.7 $899.6 $1,014.0 6.50% 365.1 394.7 424.4 454.0 483.6 6.50% 625.8 673.8 731.3 801.6 889.6 WACC 7.00% 359.5 388.6 417.7 446.8 475.8 WACC 7.00% 578.9 619.0 666.4 723.3 792.8 7.50% 354.1 382.6 411.2 439.7 468.3 7.50% 538.7 572.7 612.3 659.2 715.4 8.00% 348.8 376.8 404.8 432.8 460.8 8.00% 503.9 533.0 566.5 605.7 652.0 Source: TGE management 35
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – TMID ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $41.5 $47.1 $49.8 $51.1 $51.1 $51.1 Less: Growth Capital Expenditures (27.3) (26.3) -——-Less: Maintenance Capital Expenditures (10.6) (10.8) (11.2) (11.4) (11.4) Unlevered Free Cash Flow $3.6 $10.0 $38.6 $39.7 $39.7 EBITDA Multiple / Perpetuity Growth Rate 9.0x 0.50% Implied Terminal Value $459.9 $532.0 PV of Terminal Value @ 8.00% Discount Rate $338.0 $406.4 Plus: PV of Unlevered Free Cash Flow @ 8.00% Discount Rate 74.5 Implied Asset Value $412.5 – $480.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 7.0x 8.0x 9.0x 10.0x 11.0x —% 0.25% 0.50% 0.75% 1.00% 7.00% $349.3 $388.3 $427.2 $466.2 $505.2 7.00% $524.0 $541.7 $560.8 $581.4 $603.8 C AC 7.50% 343.3 381.5 419.8 458.1 496.3 C AC 7.50% 486.4 501.7 518.0 535.5 554.4 W 8.00% 337.4 375.0 412.5 450.1 487.6 W 8.00% 453.6 466.8 480.9 495.9 512.1 8.50% 331.7 368.5 405.4 442.3 479.2 8.50% 424.6 436.2 448.4 461.5 475.4 9.00% 326.1 362.3 398.5 434.7 470.9 9.00% 398.9 409.1 419.9 431.3 443.4 Source: TGE management 36


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – BNN ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $104.7 $127.2 $136.3 $136.7 $136.7 $136.7 Less: Growth Capital Expenditures (52.3) (59.3) (8.0) (8.0) —Less: Maintenance Capital Expenditures (1.6) (1.8) (1.9) (1.9) (1.9) Unlevered Free Cash Flow $50.8 $66.0 $126.3 $126.7 $134.7 EBITDA Multiple / Perpetuity Growth Rate 8.5x 0.50% Implied Terminal Value $1,161.6 $1,592.8 PV of Terminal Value @ 9.00% Discount Rate $822.9 $1,178.0 Plus: PV of Unlevered Free Cash Flow @ 9.00% Discount Rate 302.2 Implied Asset Value $1,125.1 – $1,480.3 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 6.5x 7.5x 8.5x 9.5x 10.5x —% 0.25% 0.50% 0.75% 1.00% 8.00% $961.6 $1,062.0 $1,162.5 $1,262.9 $1,363.4 8.00% $1,595.0 $1,639.8 $1,687.6 $1,738.7 $1,793.4 C 8.50% 946.4 1,045.0 1,143.6 1,242.2 1,340.8 C 8.50% 1,496.6 1,535.8 1,577.4 1,621.7 1,668.9 WAC 9.00% 931.5 1,028.3 1,125.1 1,221.9 1,318.7 WAC 9.00% 1,409.3 1,443.8 1,480.3 1,519.0 1,560.1 9.50% 916.9 1,012.0 1,107.0 1,202.1 1,297.1 9.50% 1,331.2 1,361.7 1,394.0 1,428.1 1,464.1 10.00% 902.6 996.0 1,089.3 1,182.7 1,276.0 10.00% 1,261.0 1,288.2 1,316.8 1,347.0 1,378.9 Source: TGE management 37
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Growth Wedge ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $5.5 $32.7 $68.7 $112.5 $157.71 $157.7 1 Less: Growth Capital Expenditures (240.0) (259.0) (342.0) (342.0) —Less: Maintenance Capital Expenditures (0.3) (1.5) (3.0) (4.5) 4.5 Unlevered Free Cash Flow ($234.8) ($227.8) ($276.3) ($234.0) $162.2 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.25% Implied Terminal Value $1,577.4 $2,857.0 PV of Terminal Value @ 7.00% Discount Rate $1,203.4 $2,254.6 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate (850.8) Implied Asset Value $352.6 – $1,403.8 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.25% 0.75% 1.25% 1.75% 2.25% 6.00% $133.1 $258.0 $382.9 $507.9 $632.8 6.00% $1,440.4 $1,672.7 $1,953.9 $2,301.3 $2,741.3 6.50% 122.3 244.9 367.6 490.2 612.8 6.50% 1,229.1 1,422.0 1,651.5 1,929.5 2,272.8 WACC 7.00% 111.9 232.2 352.6 472.9 593.2 WACC 7.00% 1,050.8 1,213.2 1,403.8 1,630.7 1,905.4 7.50% 101.8 219.9 338.0 456.1 574.2 7.50% 898.7 1,037.0 1,197.5 1,385.9 1,610.2 8.00% 91.9 207.9 323.8 439.7 555.7 8.00% 767.6 886.7 1,023.4 1,182.1 1,368.3 Source: TGE management 1. Run-rate Growth Wedge EBITDA based on $1,183.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 38


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Cash Taxes ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 1 Adjusted EBITDA 1 $949.9 $1,018.6 $1,073.4 $1,120.3 $1,165.5 $1,165.5 Less: Tax Depreciation and Amortization (792.1) (857.8) (816.6) (843.1) (57.2) EBIT $157.8 $160.8 $256.8 $277.2 $1,108.4 Cash Taxes (17.6) (2.6) (4.3) (5.4) (264.0) EBIAT $140.3 $158.2 $252.5 $271.8 $844.4 EBITDA Multiple / Perpetuity Growth Rate 0.50% Implied Terminal Value $— ($4,082.0) PV of Cash Tax Terminal Value @ 7.00% Discount Rate $— ($3,221.3) Plus: PV of Cash Taxes @ 7.00% Discount Rate (27.3) Implied Value of Cash Taxes ($27.3) – ($3,248.6) EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Perpetuity Growth Rate 6.00% ($27.6) —% 0.25% 0.50% 0.75% 1.00% C 6.50% (27.5) 6.00% ($3,616.1) ($3,781.4) ($3,961.9) ($4,159.5) ($4,376.8) C 6.50% (3,285.8) (3,424.6) (3,574.9) (3,738.4) (3,916.7) WA 7.00% (27.3) 7.50% (27.1) WACC 7.00% (3,003.7) (3,121.6) (3,248.6) (3,385.8) (3,534.4) 7.50% (2,760.1) (2,861.4) (2,970.0) (3,086.5) (3,212.1) 8.00% (27.0) 8.00% (2,547.9) (2,635.7) (2,729.4) (2,829.5) (2,936.8) Source: TGE management 1. Run-rate Growth Wedge EBITDA based on $1,183.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 39
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transaction Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Precedent M&A ï® Values TGE shares based on multiples of Transaction transaction value to EBITDA based on ï® Based on transaction value / EBITDA Analysis historical asset transactions involving assetsï® Transaction value / EBITDA multiples applied to 2019E EBITDA (Sum-of-Parts) similar to those owned by TGE Assumptions Resulting Enterprise Value Range 2019E EBITDA 2019E EBITDA Low High Low High REX (Attributable to TGE) 8.5x – 10.5x $4,800.4 – $5,929.9 Non-REX Natural Gas Transportation 8.5 – 10.5 697.0 – 861.0 Crude Oil Transportation and Stanchion 8.5 – 10.5 2,745.5 – 3,391.5 Terminals 8.0 – 10.0 288.0 – 360.0 TMID 8.5 – 10.5 280.5 – 346.5 BNN 7.0 – 9.0 518.0 – 666.0 Total Enterprise Value (Pre-Corporate G&A) $9,329.4 – $11,554.9 Less: Value of Corporate G&A 1 8.4x – 10.4x (75.5) – (93.5) Total Enterprise Value $9,253.9 – $11,461.4 Less: Debt as of January 1, 2020 2 (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 Implied Equity Value $4,254.4 – $6,461.9 TGE Shares Outstanding 281.334 281.334 Implied TGE Share Value $15.12 – $22.97 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 40


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Transportation ($ in millions) Selected M&A Transactions – Long-Haul Natural Gas Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 1/14/19 NEXUS Gas Transmission, LLC / Generation Pipeline LLC $160.0 NA 2/7/18 Tallgrass Energy GP, LP / 25.01% interest in Rockies Express Pipeline LLC (Tallgrass Development LP) 1,044.0 6.4x 11/6/17 American Midstream Partners, LP / Trans-Union Interstate Pipeline (ArcLight Capital Partners, LLC) 48.0 6.5 7/31/17 Blackstone Energy Partners / 32.44% interest in Rover Pipeline (Energy Transfer Partners, LP) 1,571.0 10.7 6/1/17 TC PipeLines, LP / 49.3% interest in Iroquois Gas Transmission System, LP and 11.8% interest in Portland Natural Gas Transmission (TransCanada Corp.) 765.0 10.9 4/3/17 Tallgrass Energy Partners, LP / 24.99% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP) 1,043.5 6.6 10/15/16 Dominion Midstream Partners / Questar Pipeline LLC (Dominion Resources) 1,725.0 9.1 7/10/16 Southern Company / 50% Interest in Southern Natural Gas Pipeline System (Kinder Morgan, Inc.) 2,075.0 10.4 5/9/16 Tallgrass Energy Partners, LP / 25% interest in Rockies Express Pipeline LLC (Sempra U.S. Gas and Power) 440.0 6.9 11/6/15 TC Pipelines, LP / 49.9% interest in Portland Natural Gas Transmission System (TransCanada Corp.) 1,084.0 11.0 8/17/15 Dominion Midstream Partners, LP / 25.93% Interest in Iroquois Gas Transmission System, LP (National Grid and New Jersey Resources Corp.) 286.5 9.8 Mean 8.8x All Median 9.5 Transactions Min 6.4 Max 11.0 Excluding Mean 9.8x Tallgrass / Median 10.4 REX Min 6.5 Transactions Max 11.0 Precedent M&A Transactions Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2019E EBITDA $753.0 $82.0 Relevant EBITDA Multiple 8.5x – 10.5x 8.5x – 10.5x Implied Enterprise Value $6,400.5 – $7,906.5 $697.0 – $861.0 Implied Enterprise Value Attributed to TGE $4,800.4 – $5,929.9 $697.0 – $861.0 Source: Public filings, Company presentations, Press releases, 1Derrick 41
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Transportation ($ in millions) Selected M&A Transactions – Long-Haul Crude Oil Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/28/19 Delek Logistics Partners, LP / 33.0% interest in Red River Pipeline Company LLC (Plains All American Pipeline L.P.) $387.9 8.8x 8/21/18 OMERS Infrastructure Management, Inc. / 50% interest in BridgeTex Pipeline Company, LLC (Plains All American Pipeline, L.P., Magellan Midstream, L.P.) 2,876.0 9.8 1/3/18 Andeavor / 110-mile crude oil pipeline and oil storage terminals (Rangeland Energy II, LLC) 396.0 9.0 8/10/17 Holly Energy Partners LP/ Remaining 50% interest in Frontier Aspen LLC and 75% interest in SLC Pipeline LLC (Plains All American Pipeline L.P.) 250.0 10.9 2/13/17 Plains All American Pipeline L.P. & Noble Midstream Partners LP / Advantage Pipeline, LLC 133.0 9.5 1/4/16 Tallgrass Energy Partners, LP / 31.3% interest in Tallgrass Pony Express Pipeline (Tallgrass Development, LP) 2,375.8 8.7 11/2/15 Western Refining Logistics, LP / TexNew Mex Pipeline and an 80,000 barrel crude oil storage tank (Western Refining, Inc.) 180.0 9.6 3/23/15 EnLink Midstream Partners, LP / Victoria Express Pipeline (Devon Energy Corporation) 180.0 8.7 Mean 9.4x Median 9.3 Min 8.7 Max 10.9 Precedent M&A Transactions Analysis – Crude Oil Transportation and Stanchion 2019E EBITDA $323.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $2,745.5 – $3,391.5 Source: Public filings, Company presentations, Press releases, 1Derrick 42


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Terminals ($ in millions) Selected M&A Transactions – Crude Oil Terminals Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 2/26/18 Delek Logistics Partners, LP / Big Spring Logistics’ storage tanks, NGL storage and asphalt/light products terminals (Delek US Holdings, Inc.) $315.0 7.8x 1/3/18 Tallgrass Energy Partners, LP / 38% interest in Deeprock North, LLC crude oil terminal in North Cushing, OK (Kinder Morgan, Inc.) 19.5 8.0 1/3/18 Tallgrass Energy Partners, LP / 51% interest in Pawnee Terminal (Zenith Energy) 31.0 6.2 8/2/17 International-Matex Tank Terminals (Macquarie Infrastructure Corp.) / Epic Midstream (White Deer Energy / Blue Water Energy) 171.5 11.0 6/6/17 SemGroup Corporation / Houston Fuel Oil Terminal Company (Alinda Capital Partners) 2,100.0 15.0 6/5/17 USD Partners LP / Crude oil destination terminal in Stroud, OK (Undisclosed) 25.0 2.5 1/3/17 Tallgrass Energy Partners, LP / Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC (Tallgrass Development, LLC) 140.0 12.7 10/21/16 NuStar Energy L.P. / Crude oil and refined product storage assets in Port of Corpus Christi (Martin Midstream Partners L.P.) 107.0 7.9 7/14/15 Arc Logistics Partners LP / Pawnee crude terminal and development assets (United Energy Trading, LLC / Hawkeye Midstream, LLC) 76.6 8.3 Mean 8.8x Median 8.0 Min 2.5 Max 15.0 Precedent M&A Transactions Analysis – Terminals 2019E EBITDA $36.0 Relevant EBITDA Multiple 8.0x – 10.0x Implied Enterprise Value $288.0 – $360.0 Source: TGE management, Public filings, Company presentations, Press releases, 1Derrick 43
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Gathering & Processing ($ in millions) Selected M&A Transactions – Natural Gas Gathering & Processing Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/2/19 DTE Midstream (DTE Energy) / 30% interest in Stonewall Gas Gathering (AltaGas Ltd.) $275.3 12.0x 4/10/19 Crestwood Equity Partners LP / Remaining 50.0% interest in Jackalope Gas Gathering Services, L.L.C. (The Williams Companies, Inc.) 484.6 9.8 3/28/19 SK Holdings Co Ltd / Minority interest in Blue Racer Midstream, LLC (First Reserve) 300.0 9.2 3/14/19 EQM Midstream Partners, LP / 60% interest in Eureka Midstream Holdings, LLC and 100% interest in Hornet Midstream Holdings, LLC (Morgan Stanley Infrastructure Partners) 1,030.0 10.3 2/19/19 GSO Capital Partners and Blackstone Tactical Opportunities / 45% equity interest in Targa Badlands LLC (Targa Resources Corp.) 1,600.0 12.0 11/1/18 First Reserve / 50% interest in Blue Racer Midstream, LLC (Dominion Energy, Inc.) 1,200.0 9.2 2/7/18 CNX Midstream Partners LP / 95% interest in the Shirley-Pennsboro Gathering System (CNX Resources Corporation) 265.0 11.5 6/13/17 Howard Energy Partners / 50% Interest in Delaware Basin G&P assets (WPX Energy, Inc.) 431.5 7.2 5/24/17 Crestwood Permian Basin Holdings LLC / Delaware Basin Willow Lake G&P (Crestwood Equity Partners LP) 151.0 9.6 5/18/17 Energy Transfer Partners, LP / 34.4% remaining interest in Penntex Midstream Partners, LP 280.3 10.0 11/21/16 Tesoro Logistics LP / Williston G&P Assets (Whiting Oil and Gas Corporation / GBK Investments, LLC / WBI Energy Midstream, LLC) 700.0 6.7 Mean 9.8x Median 9.8 Min 6.7 Max 12.0 Precedent M&A Transactions Analysis – TMID 2019E EBITDA $33.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $280.5 – $346.5 Source: TGE management 44


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Water Logistics ($ in millions) Selected M&A Transactions – Water Logistics Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 9/26/19 NGL Energy Partners LP / Hillstone Environmental Partners, LLC $600.0 7.0x 5/14/19 NGL Energy Partners LP / Mesquite Disposals Unlimited, LLC 890.0 8.3 12/20/18 WaterBridge Resources LLC / 9 SWD wells and additional permits (NGL Energy Partners LP) 238.8 9.6 10/31/18 WaterBridge Resources LLC / Delaware Basin water infrastructure assets (Halcón Resources Corporation) 200.0 9.1 10/5/18 Nuverra Environmental Solutions, Inc. / Clearwater Solutions 41.9 5.2 2/7/18 Tallgrass Energy Partners, LP / Buckhorn SWD Solutions, LLC and Buckhorn Energy Services, LLC 95.0 5.0 12/16/15 Tallgrass Energy Partners, LP / BNN Western, LLC (Whiting Oil and Gas Corporation) 75.0 9.0 9/18/15 Antero Midstream Partners LP / Appalachia freshwater delivery and produced water treatment & disposal (Antero Resources Corp.) 1,050.0 8.8 9/2/14 Ferrellgas Partners LP / Two saltwater disposal wells in Eagle Ford, an option to acquire an additional SWD well (C&E Production, LLC) 65.0 6.0 7/9/14 NGL Energy Partners LP / 5 SWD wells in the Eagle Ford and the Permian 83.0 5.2 Mean 7.3x Median 7.7 Min 5.0 Max 9.6 Precedent M&A Transactions Analysis – BNN 2019E EBITDA $74.0 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value $518.0 – $666.0 Source: TGE management 45
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Peer Group ï® Valuation based on multiples of enterprise Trading value / relevant EBITDA for publicly traded ï® Based on enterprise value / EBITDA Analysis entities with assets similar to those owned by ï® Enterprise value / EBITDA multiples applied to 2020E and 2021E EBITDA (Sum-of-Parts) TGE Assumptions Resulting Enterprise Value Range 2020E EBITDA 2021E EBITDA 2020E EBITDA 2021E EBITDA Low High Low High Low High Low High REX (Attributable to TGE) 9.5x – 11.5x 9.0x – 11.0x $4,283.9 – $5,185.8 $4,069.2 – $4,973.5 Non-REX Natural Gas Transportation 9.5 – 11.5 9.0 – 11.0 799.1 – 967.4 791.2 – 967.1 Crude Oil Transportation and Stanchion 9.0 – 11.0 8.5 – 10.5 2,017.9 – 2,466.4 1,975.2 – 2,440.0 Terminals 7.0 – 9.0 6.5 – 8.5 255.9 – 329.1 240.7 – 314.7 TMID 7.5 – 9.5 7.0 – 9.0 311.4 – 394.5 329.7 – 423.8 BNN 6.0 – 8.0 5.5 – 6.5 628.4 – 837.9 699.3 – 826.5 Growth Wedge 1 8.8 – 10.8 8.2 – 10.1 288.1 – 353.5 566.4 – 695.0 Total Enterprise Value (Pre-Corporate G&A) $8,584.8 – $10,534.4 $8,671.7 – $10,640.6 Less: Value of Corporate G&A 1 8.8x – 10.8x 8.2x – 10.1x (67.4) – (82.7) (64.3) – (78.9) Total Enterprise Value $8,517.4 – $10,451.7 $8,607.4 – $10,561.6 Less: Debt as of January 1, 2020 2 (5,015.5) (5,015.5) (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 16.0 16.0 Implied Equity Value $3,517.9 – $5,452.2 $3,607.8 – $5,562.1 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value $12.50 – $19.38 $12.82 – $19.77 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 46


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Natural Gas Transportation ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Natural Gas Transportation Enbridge Inc. $38.63 $78,431.9 $136,889.1 13.1x 12.3x 5.8% 6.4% 6.8% 5.0x Energy Transfer LP 12.80 34,366.6 96,382.3 8.5 8.3 9.5% 9.5% 9.7% 4.5 EQM Midstream Partners, LP 25.39 5,089.6 12,060.0 8.7 7.2 18.3% 18.3% 18.6% 4.0 TC PipeLines, LP 40.12 2,995.4 5,001.4 10.9 10.9 6.5% 6.5% 6.5% 4.3 TC Energy Corporation 51.68 48,414.1 89,005.6 12.4 12.0 4.4% 4.8% 5.2% 5.3 Kinder Morgan, Inc. 20.58 46,613.0 82,740.8 10.8 10.6 4.9% 6.1% 6.5% 4.7 The Williams Companies, Inc. 22.82 27,761.6 53,044.6 10.3 9.9 6.7% 7.0% 7.4% 4.5 Mean 10.7x 10.2x 8.0% 8.4% 8.7% 4.6x Median 10.8 10.6 6.5% 6.5% 6.8% 4.5 Peer Group Trading Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2020E EBITDA $601.3 $84.1 Relevant EBITDA Multiple 9.5x – 11.5x 9.5x – 11.5x Implied Enterprise Value Based on 2020E EBITDA $5,711.9 – $6,914.4 $799.1 – $967.4 2021E EBITDA $602.9 $87.9 Relevant EBITDA Multiple 9.0x – 11.0x 9.0x – 11.0x Implied Enterprise Value Based on 2021E EBITDA $5,425.7 – $6,631.4 $791.2 – $967.1 Implied Enterprise Value $5,425.7 – $6,914.4 $791.2 – $967.4 Implied Enterprise Value Attributed to TGE $4,069.2 – $5,185.8 $791.2 – $967.4 Source: TGE management, Public filings, Wall Street research, FactSet 47
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution Yield Debt / 2019E Partnership 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Crude Oil Transportation Holly Energy Partners, L.P. $22.11 $2,333.9 $3,916.8 10.9x 10.5x 12.2% 12.2% 10.6% 4.1x Magellan Midstream Partners, L.P. 63.27 14,451.1 19,027.0 12.0 11.4 6.4% 6.7% 7.1% 3.4 MPLX LP 25.69 27,189.1 48,157.1 9.0 8.7 10.5% 11.0% 11.6% 4.5 NuStar Energy L.P. 26.30 2,834.8 6,943.1 9.5 9.0 9.1% 9.1% 9.1% 4.9 Phillips 66 Partners LP 59.02 13,431.4 17,337.4 12.2 11.0 5.9% 6.2% 6.6% 3.1 Plains All American Pipeline, L.P. 17.70 13,006.5 24,842.5 9.5 8.8 8.1% 8.5% 9.0% 3.3 Shell Midstream Partners, L.P. 20.15 4,796.7 7,247.7 8.4 7.3 8.8% 9.3% 9.5% 3.7 Mean 10.2x 9.6x 8.7% 9.0% 9.1% 3.8x Median 9.5 9.0 8.8% 9.1% 9.1% 3.7 Peer Group Trading Analysis – Crude Oil Transportation and Stanchion 2020E EBITDA $224.2 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $2,017.9 – $2,466.4 2021E EBITDA $232.4 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $1,975.2 – $2,440.0 Implied Enterprise Value $1,975.2 – $2,466.4 Source: TGE management, Public filings, Wall Street research, FactSet 48


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Terminals ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Terminals Global Partners LP $20.29 $694.4 $1,897.1 8.1x 8.1x 10.3% 10.3% 10.3% 4.8x Sprague Resources LP 16.71 380.1 968.5 7.7 7.4 16.0% 16.0% 16.0% 5.3 USD Partners LP 10.20 275.9 482.8 NA NA 14.3% NA NA NA Mean 7.9x 7.8x 13.5% 13.1% 13.1% 5.0x Median 7.9 7.8 14.3% 13.1% 13.1% 5.0 Peer Group Trading Analysis – Terminals 2020E EBITDA $36.6 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2020E EBITDA $255.9 – $329.1 2021E EBITDA $37.0 Relevant EBITDA Multiple 6.5x – 8.5x Implied Enterprise Value Based on 2021E EBITDA $240.7 – $314.7 Implied Enterprise Value $240.7 – $329.1 Source: TGE management, Public filings, Wall Street research, FactSet 49
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Gathering and Processing ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Gathering and Processing CNX Midstream Partners LP $15.14 $984.7 $1,690.0 6.8x 6.1x 10.6% 11.8% 12.4% 2.8x Crestwood Equity Partners LP 30.25 2,252.9 5,564.8 9.0 8.5 7.9% 8.3% 8.7% 4.3 DCP Midstream, LP 24.04 5,008.3 11,561.3 9.3 8.8 13.0% 13.0% 13.0% 4.8 Enable Midstream Partners, LP 10.27 4,469.0 9,259.0 8.4 8.3 12.9% 12.9% 12.9% 3.8 EnLink Midstream, LLC 5.47 2,690.7 8,947.9 8.4 8.2 20.7% 20.7% 20.7% 4.4 Hess Midstream Partners LP 20.82 5,925.9 7,693.4 10.5 9.1 7.9% 8.9% 10.3% NM Noble Midstream Partners LP 25.22 2,277.6 4,545.3 9.1 8.1 10.7% 11.5% 12.6% 5.2 Oasis Midstream Partners LP 16.79 567.7 1,308.4 6.9 6.5 12.3% 14.5% 16.0% 2.8 Summit Midstream Partners, LP 3.51 295.7 2,282.6 7.3 6.8 NM 26.6% 24.6% 5.9 Targa Resources Corp. 37.51 8,731.8 19,579.8 11.9 10.2 9.7% 9.7% 9.7% 5.7 Western Midstream Partners, LP 19.34 8,761.6 16,535.0 8.9 8.2 12.8% 13.1% 13.5% 4.6 Mean 8.8x 8.1x 11.8% 13.7% 14.0% 4.4x Median 8.9 8.2 11.5% 12.9% 12.9% 4.5 Peer Group Trading Analysis – TMID 2020E EBITDA $41.5 Relevant EBITDA Multiple 7.5x – 9.5x Implied Enterprise Value Based on 2020E EBITDA $311.4 – $394.5 2021E EBITDA $47.1 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2021E EBITDA $329.7 – $423.8 Implied Enterprise Value $311.4 – $423.8 Source: TGE management, Public filings, Wall Street research, FactSet 50


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Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Water Logistics ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Water Logistics NGL Energy Partners LP $11.17 $1,431.6 $5,190.5 8.1x 6.6x 14.0% 14.0% 14.0% 5.4x Rattler Midstream LP 17.08 2,625.3 2,725.6 7.1 6.1 5.9% 6.7% 7.7% 0.4 Select Energy Services, Inc. 8.92 945.4 914.9 5.5 5.4 —% —% —% 0.1 Mean 6.9x 6.0x 6.6% 6.9% 7.2% 2.0x Median 7.1 6.1 5.9% 6.7% 7.7% 0.4 Peer Group Trading Analysis – BNN 2020E EBITDA $104.7 Relevant EBITDA Multiple 6.0x – 8.0x Implied Enterprise Value Based on 2020E EBITDA $628.4 – $837.9 2021E EBITDA $127.2 Relevant EBITDA Multiple 5.5x – 6.5x Implied Enterprise Value Based on 2021E EBITDA $699.3 – $826.5 Implied Enterprise Value $628.4 – $837.9 Source: TGE management, Public filings, Wall Street research, FactSet 51
Preliminary Draft –Subject to Change Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Growth Wedge ($ in millions) Peer Group Trading Analysis 2020E EBITDA $32.7 Relevant EBITDA Multiple 1 8.8x – 10.8x Implied Enterprise Value Based on 2020E EBITDA $288.1 – $353.5 2021E EBITDA $68.7 Relevant EBITDA Multiple 1 8.2x – 10.1x Implied Enterprise Value Based on 2021E EBITDA $566.4 – $695.0 Implied Enterprise Value $288.1 – $695.0 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 52


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Preliminary Draft – For Reference Only Subject to Change Historical Growth Capital Expenditure Case Premiums Paid in Midstream Acquisitions Premium1 Date 1-Day 30-Day 60-Day 90-Day Announced Acquiror / Target Consideration Prior Spot VWAP VWAP VWAP 10/01/19 Brookfield Business Partners L.P. / Teekay Offshore Partners L.P. Cash-for-Unit 28.1% 9.8% 20.6% 19.5% 09/16/19 Energy Transfer LP / SemGroup Corporation Cash/Unit-for-Share 65.4% 80.2% 62.1% 50.2% 08/21/19 Pembina Pipeline Corporation / Kinder Morgan Canada Limited Share-for-Share 37.7% 32.5% 30.3% 17.8% 05/10/19 IFM Investors / Buckeye Partners, L.P. Cash-for-Unit 27.5% 22.9% 23.9% 27.9% 05/08/19 MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP) Unit-for-Unit 1.8% 0.5% (0.9%) (1.6%) 03/18/19 ArcLight Energy Partners Fund V, L.P. / American Midstream, LP Cash-for-Unit 31.3% 32.0% 32.1% 20.2% 02/05/19 SunCoke Energy, Inc. / SunCoke Energy Partners, L.P. Stock-for-Unit 9.3% 31.2% 26.5% 18.9% 11/26/18 Dominion Energy, Inc. / Dominion Energy Midstream Partners, LP Stock-for-Unit 1.0% 9.3% 12.1% 18.9% 07/10/18 ArcLight Energy Partners Fund VI, L.P. / TransMontaigne Partners L.P. Cash-for-Unit 13.5% 8.6% 8.2% 10.2% 11/08/18 Western Gas Equity Partners, LP / Western Gas Partners, LP Unit-for-Unit 7.6% 13.8% 9.3% 5.9% 10/22/18 EnLink Midstream, LLC / EnLink Midstream Partners, LP Unit-for-Unit 1.1% (0.6%) 1.5% 5.8% 10/18/18 Valero Energy Corporation / Valero Energy Partners LP Cash-for-Unit 6.0% 11.9% 10.9% 10.2% 10/09/18 Antero Midstream GP LP / Antero Midstream Partners LP Cash/Stock-for-Unit 63.7% 6.6% 7.3% 8.2% 08/01/18 Energy Transfer Equity, L.P. / Energy Transfer Partners, L.P. Unit-for-Unit 11.2% 19.2% 22.3% 27.4% 06/09/18 Cheniere Energy, Inc. / Cheniere Energy Partners LP Holdings, 2 LLC Stock-for-Unit 6.6% 8.2% 7.7% 6.7% 05/17/18 The Williams Companies, Inc. / Williams Partners L.P. Stock-for-Unit 13.6% 5.8% 1.0% 3.4% 05/17/18 Enbridge Inc. / Enbridge Energy Partners, L.P. Stock-for-Unit 13.9% 15.9% 10.4% 0.8% 05/17/18 Enbridge Inc. / Spectra Energy Partners, LP Stock-for-Unit 20.8% 18.7% 13.7% 7.6% 03/26/18 Tallgrass Energy GP, LP / Tallgrass Energy Partners, L.P. Stock-for-Unit 0.1% NA NA NA 02/08/18 Nustar Energy L.P. / Nustar GP Holdings, LLC Unit-for-Unit 1.7% 0.3% 8.5% 5.6% 01/02/18 Archrock, Inc. / Archrock Partners, L.P. Stock-for-Unit 23.4% 27.7% 21.6% 18.6% 06/02/17 World Point Terminals, Inc. / World Point Terminals, LP Cash-for-Unit 5.8% 3.4% 3.2% 3.5% 05/18/17 Energy Transfer Partners, LP / PennTex Midstream Partners, LP Cash-for-Unit 20.1% 19.9% 22.6% 24.4% 03/02/17 VTTI B.V. / VTTI Energy Partners LP Cash-for-Unit 6.0% 6.8% 14.2% 13.5% 02/01/17 ONEOK, Inc. / ONEOK Partners, L.P. Stock-for-Unit 25.8% 22.4% 26.2% 29.0% 01/27/17 Enbridge Energy Co, Inc. / Midcoast Energy Partners, L.P. Cash-for-Unit (8.6%) 5.4% 11.3% 5.8% 09/26/16 TransCanada Corporation / Columbia Pipeline Partners L.P. Cash-for-Unit 13.3% 14.0% 16.2% 15.5% 05/31/16 SemGroup Corporation / Rose Rock Midstream, L.P. Share-for-Unit 0.0% 27.4% 53.0% 78.2% 11/03/15 Targa Resources Corp. / Targa Resources Partners LP Share-for-Unit 18.4% 16.1% 16.6% 9.5% 10/26/15 Western Refining, Inc. / Northern Tier Energy L.P. Cash/Share-for-Unit 11.7% 12.3% 7.8% 8.0% 05/06/15 Crestwood Equity Partners LP / Crestwood Midstream Partners L.P. Unit-for-Unit 17.2% 21.0% 26.0% 23.9% 08/10/14 Kinder Morgan, Inc. / El Paso Pipeline Partners, L.P. Cash/Share-for-Unit 15.4% 10.4% 11.7% 14.4% 08/10/14 Kinder Morgan, Inc. / Kinder Morgan Energy Partners, L.P. Cash/Share-for-Unit 12.0% 9.8% 12.4% 14.5% Median 13.3% 13.1% 13.0% 14.0% All Mean 15.8% 16.4% 17.2% 16.3% Transactions Max 65.4% 80.2% 62.1% 78.2% Min (8.6%) (0.6%) (0.9%) (1.6%) Median 13.4% 10.8% 15.2% 14.5% Cash Only Mean 14.3% 13.5% 16.3% 15.1% Transactions Max 31.3% 32.0% 32.1% 27.9% Min (8.6%) 3.4% 3.2% 3.5% Source: Bloomberg, FactSet, Public filings 1. VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement 2. WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance 53
Preliminary Draft – For Reference Only Subject to Change Historical Growth Capital Expenditure Case Premiums Paid Analysis Summary Results – All Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 65.4% (0.6%) — 80.2% (0.9%) — 62.1% Implied TGE Share Price Range $13.12 — $23.73 $18.19 — $32.98 $19.61 — $32.10 Median Merger Premium 13.3% 13.1% 13.0% Median-Implied TGE Share Value $16.26 $20.69 $22.38 Summary Results – Cash Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 31.3% 3.4% — 32.0% 3.2% — 32.1% Implied TGE Share Price Range $13.12 — $18.83 $18.93 — $24.16 $20.43 — $26.16 Median Merger Premium 13.4% 10.8% 15.2% Median-Implied TGE Share Value $16.28 $20.29 $22.80 Source: Bloomberg, FactSet 1. Based on unaffected date of August 27, 2019 54


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Preliminary Draft –Subject to Change B. TGE Financial Projections
Preliminary Draft –Subject to Change TGE Financial Projections Summary Valuation Analysis – TGE Financial Projections For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $45.00 $39.71 $40.00 $36.94 $35.00 $29.53 $30.00 $28.32 $27.26 $26.46 $24.52 $25.00 $22.79 $22.97 $22.80 $24.72 $24.77 $22.00 $20.00 $21.64 $19.18 $18.98 $18.25 $15.00 $16.69 $16.28 Proposed Consideration: $15.12 $14.64 $22.45 per Class A Share $12.99 $10.00 $5.00 $— WACC of 6.50%—7.50% 8.0%—12.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 9.0x to 11.0x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.50%—7.50% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.4% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 7.5%—8.5% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 10.8% Terminal Value Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day Implied EBITDA 11.0%—13.0% WACC of 7.00%—8.00% Detail Premium 15.2% Multiple:11.3x EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.50%—7.50% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.50%—8.50% EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 8.50%—9.50% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.75%—1.75% Terminal Value Implied EBITDA 1 1. Excludes Corporate G&A Multiple:11.7x 55


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Preliminary Draft –Subject to Change TGE Financial Projections Corporate-Level – DCF Analysis ($ in millions, except per share amounts) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 2 2 Adjusted EBITDA $961.5 $1,086.7 $1,205.5 $1,308.6 $1,407.8 $1,407.8 Less: Tax Depreciation and Amortization (792.1) (857.8) (816.6) (843.1) (57.2) EBIT $169.5 $228.9 $388.9 $465.6 $1,350.6 Less: Taxes 3 (17.6) (2.6) (4.3) (5.4) (321.7) EBIAT $151.9 $226.3 $384.6 $460.1 $1,028.9 4 Plus: Tax Depreciation and Amortization 792.1 857.8 816.6 843.1 57.2 Less: Growth Capital Expenditures 1 (860.0) (841.0) (758.0) (758.0) —Less: Maintenance Capital Expenditures (37.7) (39.8) (42.4) (44.5) (44.5) Less: REX Maintenance Capital Expenditures to TGE 1 (11.9) (12.2) (12.4) (12.7) (12.7) Unlevered Free Cash Flow $34.3 $191.1 $388.4 $488.0 $1,028.9 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $14,078.0 $15,908.5 EV / Unlevered Free Cash Flow Multiple 15.5x PV of Terminal Value @ 7.00% Discount Rate $10,740.1 $12,554.1 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 918.8 Implied Enterprise Value $11,658.9 – $13,473.0 Less: Debt Outstanding as of January 1, 2020 1 (5,015.5) Plus: Cash as of January 1, 2020 16.0 Implied Equity Value $6,659.4 – $8,473.5 Implied TGE Share Value $23.67 – $30.12 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.00% $17.29 $21.25 $25.21 $29.18 $33.14 6.00% $35.29 $37.58 $40.08 $42.81 $45.82 C C 6.50% 16.65 20.54 24.43 28.32 32.21 C C 6.50% 30.67 32.59 34.68 36.94 39.41 A A W 7.00% 16.04 19.85 23.67 27.49 31.31 W 7.00% 26.73 28.36 30.12 32.02 34.08 7.50% 15.43 19.18 22.93 26.67 30.42 7.50% 23.31 24.72 26.22 27.84 29.57 8.00% 14.84 18.52 22.20 25.87 29.55 8.00% 20.34 21.55 22.85 24.24 25.72 Source: TGE management 1. EBITDA, Growth Capital Expenditures, Maintenance Capital Expenditures and Debt reflect 75% ownership interest in REX 2. Includes run-rate Growth Wedge EBITDA of $400.0 million 3. 23.8% effective tax rate 4. Includes REX Maintenance Capital Expenditures to TGE 56
Preliminary Draft –Subject to Change TGE Financial Projections Corporate-Level – Discounted Dividend Analysis For the Years Ending December 31, Terminal Value 2020E 2021E 2022E 2023E Low High TGE Dividend per Share (Cash) $2.24 $2.25 $2.25 $2.32 $2.32 – $2.32 Terminal Yield 1 12.0% 8.0% Terminal Value $19.29 $28.94 Equity Cost of Capital Based on CAPM 2 Present Value @ 7.0% of Equity Value $22.65 – $30.01 Present Value @ 7.5% of Equity Value 22.31 – 29.53 Present Value @ 8.0% of Equity Value 21.97 – 29.06 Present Value @ 8.5% of Equity Value 21.64 – 28.60 Present Value @ 9.0% of Equity Value 21.32 – 28.15 Implied TGE Share Value – Based on CAPM $21.64 – $29.53 Equity Cost of Capital Based on Total Expected Market Return 2 Present Value @ 10.0% of Equity Value $20.70 – $27.29 Present Value @ 11.0% of Equity Value 20.10 – 26.46 Present Value @ 12.0% of Equity Value 19.53 – 25.66 Present Value @ 13.0% of Equity Value 18.98 – 24.90 Present Value @ 14.0% of Equity Value 18.46 – 24.17 Implied TGE Share Value – Based on Total Expected Market Return $18.98 – $26.46 1. TGE’s median yield since its first ex-dividend date following closing of the MLP Buy-in has been 9.0% and its range in yield over that time has been 7.6% to 15.1%. From January 1, 2019 to August 27, 2019 TGE’s yield averaged 9.5% 2. For detail on Equity Cost of Capital calculations, see Appendix 57


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Preliminary Draft –Subject to Change TGE Financial Projections Corporate-Level – Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Corporate-Level Peer Trading Group Crestwood Equity Partners LP $30.25 $2,252.9 $5,564.8 9.0x 8.5x 7.9% 8.3% 8.7% 4.3x Enable Midstream Partners, LP 10.27 4,469.0 9,259.0 8.4 8.3 12.9% 12.9% 12.9% 3.8 Enbridge Inc. 38.63 78,431.9 136,889.1 13.1 12.3 5.8% 6.4% 6.8% 5.0 Energy Transfer LP 12.80 34,366.6 96,382.3 8.5 8.3 9.5% 9.5% 9.7% 4.5 EnLink Midstream, LLC 5.47 2,690.7 8,947.9 8.4 8.2 20.7% 20.7% 20.7% 4.4 Kinder Morgan, Inc. 20.58 46,613.0 82,740.8 10.8 10.6 4.9% 6.1% 6.5% 4.7 Plains All American Pipeline, L.P. 17.70 13,006.5 24,842.5 9.5 8.8 8.1% 8.5% 9.0% 3.3 TC PipeLines, LP 40.12 2,995.4 5,001.4 10.9 10.9 6.5% 6.5% 6.5% 4.3 Targa Resources Corp. 37.51 8,731.8 19,579.8 11.9 10.2 9.7% 9.7% 9.7% 5.7 The Williams Companies, Inc. 22.82 27,761.6 53,044.6 10.3 9.9 6.7% 7.0% 7.4% 4.5 Mean 10.1x 9.6x 9.3% 9.6% 9.8% 4.4x Median 9.9 9.4 8.0% 8.4% 8.8% 4.4 Peer Group Trading Analysis 2020E Adjusted EBITDA 1 $961.5 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $8,653.7 – $10,576.8 2021E Adjusted EBITDA 1 $1,086.7 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $9,237.2 – $11,410.7 Implied Enterprise Value $8,653.7 – $11,410.7 Less: Debt Outstanding as of January 1, 2020 1 (5,015.5) Plus: Cash as of January 1, 2020 16.0 Implied Equity Value $3,654.2 – $6,411.1 Implied TGE Share Value $12.99 – $22.79 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA and Debt reflect 75% ownership interest in REX 58
Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Discounted Cash Flow Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concept of ï® Discounted the projected cash flows to an assumed January 1, 2020 effective date the time value of money ï® EBITDA exit multiples and perpetuity growth rates for each business unit as set forth belowï® Utilizing the TGE Financial Projections, ï® For the terminal value, tax depreciation assumed to be equal to maintenance capital Discounted Evercore: expenditures Cash Flow â–º Utilized varying WACC discount rates and set forth below utilizes CAPM for C-Corps and MLPs Analysisï® Midpoint WACC for each asset as terminal values to derive after-tax valuation with assets similar to those of the respective business unit (Sum-of-Parts) ranges â–º Calculated terminal values based on a ï® Corporate tax rate of 23.8% (21.0% federal tax rate and 2.8% blended state tax rate)1 range of multiples of EBITDA andï® Assumes pre-tax values for asset-level valuations and deducts the present value of Cash assumed perpetuity growth rates Taxes based on the TGE corporate-level tax assumptions Assumptions Resulting Enterprise Value Range EBITDA Exit Perpetuity Growth EBITDA Exit Multiple Perpetuity Growth Rate WACC Range Multiple Range Rate Range Low High Low High REX (Attributable to TGE) 6.50% – 7.50% 9.0x – 11.0x 0.25% – 0.75% $4,507.2 – $5,345.2 $6,159.7 – $7,631.0 Non-REX Natural Gas Transportation 7.00% – 8.00% 9.0 – 11.0 0.25% – 0.75% 853.8 – 1,017.9 1,023.7 – 1,248.0 Crude Oil Transportation and Stanchion 6.75% – 7.75% 9.0 – 11.0 0.25% – 0.75% 2,511.7 – 2,980.2 3,378.1 – 4,154.1 Terminals 6.50% – 7.50% 9.0 – 11.0 1.00% – 2.00% 382.6 – 454.0 572.7 – 801.6 TMID 7.50% – 8.50% 8.0 – 10.0 0.25% – 0.75% 368.5 – 458.1 436.2 – 535.5 BNN 8.50% – 9.50% 7.5 – 9.5 0.25% – 0.75% 1,012.0 – 1,242.2 1,361.7 – 1,621.7 Growth Wedge 2 6.50% – 7.50% 9.0 – 11.0 0.75% – 1.75% 591.7 – 1,282.1 2,583.5 – 4,812.9 Total Enterprise Value (Pre-Corporate G&A and Taxes) $10,227.5 – $12,779.6 $15,515.7 – $20,804.8 Less: Value of Corporate G&A 3 8.8x – 10.8x 8.8x – 10.9x (67.4) – (82.8) (67.6) – (83.1) Less: Value of Cash Taxes 4 6.50% – 7.50% NA – NA 0.25% – 0.75% (27.1) – (27.5) (3,480.9) – (4,549.5) Total Enterprise Value $10,132.9 – $12,669.4 $11,967.2 – $16,172.2 Less: Debt as of January 1, 2020 5 (5,015.5) (5,015.5) (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 16.0 16.0 Implied Equity Value $5,133.4 – $7,669.8 $6,967.6 – $11,172.7 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value $18.25 – $27.26 $24.77 – $39.71 1. Per TGE management 2. Growth Wedge discounted at WACC range for Corporate-Level Analysis utilizing EBITDA exit multiples and perpetuity growth rate ranges consistent with those in the Corporate-Level Analysis 3. EBITDA multiples weighted by the respective Enterprise Values 4. Assumes the corporate-level WACC and perpetuity growth rate 5. Includes 75% of REX debt 59


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Subject to Change TGE Financial Projections Discounted Cash Flow Analysis – REX ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $601.3 $602.9 $598.6 $596.8 $596.8 $596.8 Less: Growth Capital Expenditures (40.4) -———-Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) (16.9) Unlevered Free Cash Flow $544.9 $586.6 $582.1 $579.9 $579.9 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $5,967.7 $8,965.7 PV of Terminal Value @ 7.00% Discount Rate $4,552.8 $7,075.2 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 2,005.8 Implied Asset Value $6,558.6 – $9,081.1 Implied Asset Value – 75.0% Interest Attributed to TGE $4,918.9 – $6,810.8 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.00% $4,368.3 $4,722.8 $5,077.3 $5,431.9 $5,786.4 6.00% $7,443.2 $7,715.7 $8,012.8 $8,338.3 $8,696.4 6.50% 4,301.4 4,649.3 4,997.3 5,345.2 5,693.1 6.50% 6,885.4 7,114.1 7,361.8 7,631.0 7,924.7 WACC 7.00% 4,236.0 4,577.5 4,918.9 5,260.4 5,601.9 WACC 7.00% 6,407.3 6,601.6 6,810.8 7,036.8 7,281.6 7.50% 4,172.0 4,507.2 4,842.3 5,177.5 5,512.6 7.50% 5,992.8 6,159.7 6,338.5 6,530.6 6,737.4 8.00% 4,109.4 4,438.4 4,767.4 5,096.4 5,425.4 8.00% 5,630.2 5,774.8 5,929.1 6,094.1 6,270.8 Source: TGE management 60
Preliminary Draft –Subject to Change TGE Financial Projections Discounted Cash Flow Analysis – Non-REX Natural Gas Transportation ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $84.1 $87.9 $89.8 $89.7 $89.7 $89.7 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (11.9) (12.1) (12.3) (12.5) (12.5) Unlevered Free Cash Flow $72.2 $75.8 $77.5 $77.3 $77.3 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $897.5 $1,109.6 PV of Terminal Value @ 7.50% Discount Rate $672.0 $861.5 Plus: PV of Unlevered Free Cash Flow @ 7.50% Discount Rate 262.4 Implied Asset Value $934.4 – $1,123.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.50% $825.3 $895.1 $964.9 $1,034.6 $1,104.4 6.50% $1,221.0 $1,261.7 $1,305.7 $1,353.5 $1,405.7 7.00% 812.5 881.0 949.5 1,017.9 1,086.4 7.00% 1,136.1 1,170.6 1,207.8 1,248.0 1,291.5 WACC 7.50% 800.0 867.2 934.4 1,001.6 1,068.8 WACC 7.50% 1,062.5 1,092.1 1,123.9 1,158.0 1,194.8 8.00% 787.8 853.8 919.7 985.7 1,051.7 8.00% 998.0 1,023.7 1,051.2 1,080.5 1,111.9 8.50% 775.8 840.6 905.4 970.1 1,034.9 8.50% 941.2 963.6 987.5 1,012.9 1,040.0 Source: TGE management 61


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Preliminary Draft –Subject to Change TGE Financial Projections Discounted Cash Flow Analysis – Crude Oil Transportation and Stanchion ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth Crude Oil Transportation EBITDA $224.2 $232.4 $240.2 $242.7 $242.7 $242.7 Stanchion EBITDA 10.0 10.0 10.0 10.0 10.0 10.0 Less: Growth Capital Expenditures — (5.3) -——-Less: Maintenance Capital Expenditures (4.4) (4.4) (4.5) (4.6) (4.6) Unlevered Free Cash Flow $229.9 $232.6 $245.7 $248.1 $248.1 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $2,527.3 $3,694.0 PV of Terminal Value @ 7.25% Discount Rate $1,910.1 $2,891.4 Plus: PV of Unlevered Free Cash Flow @ 7.25% Discount Rate 831.8 Implied Asset Value $2,741.9 – $3,723.2 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.25% $2,433.6 $2,631.9 $2,830.2 $3,028.5 $3,226.8 6.25% $4,057.9 $4,200.0 $4,354.5 $4,523.1 $4,707.7 6.75% 2,396.3 2,590.9 2,785.6 2,980.2 3,174.8 6.75% 3,763.8 3,883.9 4,013.6 4,154.1 4,306.8 WACC 7.25% 2,359.9 2,550.9 2,741.9 2,932.9 3,123.9 WACC 7.25% 3,510.4 3,613.0 3,723.2 3,841.8 3,970.0 7.75% 2,324.2 2,511.7 2,699.2 2,886.7 3,074.2 7.75% 3,289.6 3,378.1 3,472.8 3,574.2 3,683.1 8.25% 2,289.3 2,473.4 2,657.4 2,841.5 3,025.5 8.25% 3,095.6 3,172.7 3,254.7 3,342.3 3,435.8 Source: TGE management 62
Preliminary Draft –Subject to Change TGE Financial Projections Discounted Cash Flow Analysis – Terminals ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $36.6 $37.0 $37.6 $38.1 $38.1 $38.1 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (1.0) (1.0) (1.1) (1.1) (1.1) Unlevered Free Cash Flow $35.5 $36.0 $36.5 $37.0 $37.0 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.50% Implied Terminal Value $381.1 $683.6 PV of Terminal Value @ 7.00% Discount Rate $290.8 $539.5 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 126.9 Implied Asset Value $417.7 – $666.4 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.50% 1.00% 1.50% 2.00% 2.50% 6.00% $370.8 $401.0 $431.2 $461.3 $491.5 6.00% $681.3 $739.5 $810.7 $899.6 $1,014.0 6.50% 365.1 394.7 424.4 454.0 483.6 6.50% 625.8 673.8 731.3 801.6 889.6 WACC 7.00% 359.5 388.6 417.7 446.8 475.8 WACC 7.00% 578.9 619.0 666.4 723.3 792.8 7.50% 354.1 382.6 411.2 439.7 468.3 7.50% 538.7 572.7 612.3 659.2 715.4 8.00% 348.8 376.8 404.8 432.8 460.8 8.00% 503.9 533.0 566.5 605.7 652.0 Source: TGE management 63


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Preliminary Draft –Subject to Change TGE Financial Projections Discounted Cash Flow Analysis – TMID ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $41.5 $47.1 $49.8 $51.1 $51.1 $51.1 Less: Growth Capital Expenditures (27.3) (26.3) -——-Less: Maintenance Capital Expenditures (10.6) (10.8) (11.2) (11.4) (11.4) Unlevered Free Cash Flow $3.6 $10.0 $38.6 $39.7 $39.7 EBITDA Multiple / Perpetuity Growth Rate 9.0x 0.50% Implied Terminal Value $459.9 $532.0 PV of Terminal Value @ 8.00% Discount Rate $338.0 $406.4 Plus: PV of Unlevered Free Cash Flow @ 8.00% Discount Rate 74.5 Implied Asset Value $412.5 – $480.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 7.0x 8.0x 9.0x 10.0x 11.0x —% 0.25% 0.50% 0.75% 1.00% 7.00% $349.3 $388.3 $427.2 $466.2 $505.2 7.00% $524.0 $541.7 $560.8 $581.4 $603.8 C AC 7.50% 343.3 381.5 419.8 458.1 496.3 C AC 7.50% 486.4 501.7 518.0 535.5 554.4 W 8.00% 337.4 375.0 412.5 450.1 487.6 W 8.00% 453.6 466.8 480.9 495.9 512.1 8.50% 331.7 368.5 405.4 442.3 479.2 8.50% 424.6 436.2 448.4 461.5 475.4 9.00% 326.1 362.3 398.5 434.7 470.9 9.00% 398.9 409.1 419.9 431.3 443.4 Source: TGE management 64
Preliminary Draft –Subject to Change TGE Financial Projections Discounted Cash Flow Analysis – BNN ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $104.7 $127.2 $136.3 $136.7 $136.7 $136.7 Less: Growth Capital Expenditures (52.3) (59.3) (8.0) (8.0) —Less: Maintenance Capital Expenditures (1.6) (1.8) (1.9) (1.9) (1.9) Unlevered Free Cash Flow $50.8 $66.0 $126.3 $126.7 $134.7 EBITDA Multiple / Perpetuity Growth Rate 8.5x 0.50% Implied Terminal Value $1,161.6 $1,592.8 PV of Terminal Value @ 9.00% Discount Rate $822.9 $1,178.0 Plus: PV of Unlevered Free Cash Flow @ 9.00% Discount Rate 302.2 Implied Asset Value $1,125.1 – $1,480.3 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 6.5x 7.5x 8.5x 9.5x 10.5x —% 0.25% 0.50% 0.75% 1.00% 8.00% $961.6 $1,062.0 $1,162.5 $1,262.9 $1,363.4 8.00% $1,595.0 $1,639.8 $1,687.6 $1,738.7 $1,793.4 C C 8.50% 946.4 1,045.0 1,143.6 1,242.2 1,340.8 C C 8.50% 1,496.6 1,535.8 1,577.4 1,621.7 1,668.9 A A W 9.00% 931.5 1,028.3 1,125.1 1,221.9 1,318.7 W 9.00% 1,409.3 1,443.8 1,480.3 1,519.0 1,560.1 9.50% 916.9 1,012.0 1,107.0 1,202.1 1,297.1 9.50% 1,331.2 1,361.7 1,394.0 1,428.1 1,464.1 10.00% 902.6 996.0 1,089.3 1,182.7 1,276.0 10.00% 1,261.0 1,288.2 1,316.8 1,347.0 1,378.9 Source: TGE management 65


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Preliminary Draft –Subject to Change TGE Financial Projections Discounted Cash Flow Analysis – Growth Wedge ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $17.1 $100.8 $200.8 $300.8 $400.01 $400.0 1 Less: Growth Capital Expenditures (750.0) (750.0) (750.0) (750.0) —Less: Maintenance Capital Expenditures (0.3) (1.5) (3.0) (4.5) 4.5 Unlevered Free Cash Flow ($733.2) ($650.7) ($552.2) ($453.7) $404.5 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.25% Implied Terminal Value $4,000.0 $7,122.9 PV of Terminal Value @ 7.00% Discount Rate $3,051.6 $5,621.0 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate (2,120.9) Implied Asset Value $930.6 – $3,500.1 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.25% 0.75% 1.25% 1.75% 2.25% 6.00% $379.1 $695.9 $1,012.7 $1,329.6 $1,646.4 6.00% $3,595.8 $4,175.0 $4,876.1 $5,742.2 $6,839.2 6.50% 349.3 660.2 971.1 1,282.1 1,593.0 6.50% 3,066.7 3,547.6 4,120.0 4,812.9 5,668.8 WACC 7.00% 320.3 625.5 930.6 1,235.8 1,541.0 WACC 7.00% 2,620.1 3,024.9 3,500.1 4,065.8 4,750.7 7.50% 292.2 591.7 891.2 1,190.7 1,490.2 7.50% 2,238.6 2,583.5 2,983.7 3,453.4 4,012.6 8.00% 264.8 558.8 852.8 1,146.8 1,440.8 8.00% 1,909.7 2,206.6 2,547.6 2,943.1 3,407.4 Source: TGE management 1. Run-rate Growth Wedge EBITDA based on $3,000.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 66
Subject to Change TGE Financial Projections Discounted Cash Flow Analysis – Cash Taxes ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 1 Adjusted EBITDA 1 $961.5 $1,086.7 $1,205.5 $1,308.6 $1,407.8 $1,407.8 Less: Tax Depreciation and Amortization (792.1) (857.8) (816.6) (843.1) (57.2) EBIT $169.5 $228.9 $388.9 $465.6 $1,350.6 Cash Taxes (17.6) (2.6) (4.3) (5.4) (321.7) EBIAT $151.9 $226.3 $384.6 $460.1 $1,028.9 EBITDA Multiple / Perpetuity Growth Rate 0.50% Implied Terminal Value $— ($4,974.3) PV of Cash Tax Terminal Value @ 7.00% Discount Rate $— ($3,925.4) Plus: PV of Cash Taxes @ 7.00% Discount Rate (27.3) Implied Value of Cash Taxes ($27.3) – ($3,952.7) EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Perpetuity Growth Rate 6.00% ($27.6) —% 0.25% 0.50% 0.75% 1.00% C 6.50% (27.5) 6.00% ($4,400.4) ($4,601.9) ($4,821.8) ($5,062.6) ($5,327.4) C 6.50% (3,997.9) (4,167.1) (4,350.3) (4,549.5) (4,766.8) WA 7.00% (27.3) 7.50% (27.1) WACC 7.00% (3,654.2) (3,797.9) (3,952.7) (4,119.9) (4,301.0) 7.50% (3,357.5) (3,480.9) (3,613.2) (3,755.3) (3,908.3) 8.00% (27.0) 8.00% (3,098.9) (3,205.9) (3,320.0) (3,442.1) (3,572.8) Source: TGE management 1. Run-rate Growth Wedge EBITDA based on $3,000.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 67


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Subject to Change TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transaction Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Precedent M&A ï® Values TGE shares based on multiples of Transaction transaction value to EBITDA based on ï® Based on transaction value / EBITDA Analysis historical asset transactions involving assetsï® Transaction value / EBITDA multiples applied to 2019E EBITDA (Sum-of-Parts) similar to those owned by TGE Assumptions Resulting Enterprise Value Range 2019E EBITDA 2019E EBITDA Low High Low High REX (Attributable to TGE) 8.5x – 10.5x $4,800.4 – $5,929.9 Non-REX Natural Gas Transportation 8.5 – 10.5 697.0 – 861.0 Crude Oil Transportation and Stanchion 8.5 – 10.5 2,745.5 – 3,391.5 Terminals 8.0 – 10.0 288.0 – 360.0 TMID 8.5 – 10.5 280.5 – 346.5 BNN 7.0 – 9.0 518.0 – 666.0 Total Enterprise Value (Pre-Corporate G&A) $9,329.4 – $11,554.9 Less: Value of Corporate G&A 1 8.4x – 10.4x (75.5) – (93.5) Total Enterprise Value $9,253.9 – $11,461.4 Less: Debt as of January 1, 2020 2 (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 Implied Equity Value $4,254.4 – $6,461.9 TGE Shares Outstanding 281.334 281.334 Implied TGE Share Value $15.12 – $22.97 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 68
Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Transportation ($ in millions) Selected M&A Transactions – Long-Haul Natural Gas Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 1/14/19 NEXUS Gas Transmission, LLC / Generation Pipeline LLC $160.0 NA 2/7/18 Tallgrass Energy GP, LP / 25.01% interest in Rockies Express Pipeline LLC (Tallgrass Development LP) 1,044.0 6.4x 11/6/17 American Midstream Partners, LP / Trans-Union Interstate Pipeline (ArcLight Capital Partners, LLC) 48.0 6.5 7/31/17 Blackstone Energy Partners / 32.44% interest in Rover Pipeline (Energy Transfer Partners, LP) 1,571.0 10.7 6/1/17 TC PipeLines, LP / 49.3% interest in Iroquois Gas Transmission System, LP and 11.8% interest in Portland Natural Gas Transmission (TransCanada Corp.) 765.0 10.9 4/3/17 Tallgrass Energy Partners, LP / 24.99% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP) 1,043.5 6.6 10/15/16 Dominion Midstream Partners / Questar Pipeline LLC (Dominion Resources) 1,725.0 9.1 7/10/16 Southern Company / 50% Interest in Southern Natural Gas Pipeline System (Kinder Morgan, Inc.) 2,075.0 10.4 5/9/16 Tallgrass Energy Partners, LP / 25% interest in Rockies Express Pipeline LLC (Sempra U.S. Gas and Power) 440.0 6.9 11/6/15 TC Pipelines, LP / 49.9% interest in Portland Natural Gas Transmission System (TransCanada Corp.) 1,084.0 11.0 8/17/15 Dominion Midstream Partners, LP / 25.93% Interest in Iroquois Gas Transmission System, LP (National Grid and New Jersey Resources Corp.) 286.5 9.8 Mean 8.8x All Median 9.5 Transactions Min 6.4 Max 11.0 Excluding Mean 9.8x Tallgrass / Median 10.4 REX Min 6.5 Transactions Max 11.0 Precedent M&A Transactions Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2019E EBITDA $753.0 $82.0 Relevant EBITDA Multiple 8.5x – 10.5x 8.5x – 10.5x Implied Enterprise Value $6,400.5 – $7,906.5 $697.0 – $861.0 Implied Enterprise Value Attributed to TGE $4,800.4 – $5,929.9 $697.0 – $861.0 Source: Public filings, Company presentations, Press releases, 1Derrick 69


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Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Transportation ($ in millions) Selected M&A Transactions – Long-Haul Crude Oil Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/28/19 Delek Logistics Partners, LP / 33.0% interest in Red River Pipeline Company LLC (Plains All American Pipeline L.P.) $387.9 8.8x 8/21/18 OMERS Infrastructure Management, Inc. / 50% interest in BridgeTex Pipeline Company, LLC (Plains All American Pipeline, L.P., Magellan Midstream, L.P.) 2,876.0 9.8 1/3/18 Andeavor / 110-mile crude oil pipeline and oil storage terminals (Rangeland Energy II, LLC) 396.0 9.0 8/10/17 Holly Energy Partners LP/ Remaining 50% interest in Frontier Aspen LLC and 75% interest in SLC Pipeline LLC (Plains All American Pipeline L.P.) 250.0 10.9 2/13/17 Plains All American Pipeline L.P. & Noble Midstream Partners LP / Advantage Pipeline, LLC 133.0 9.5 1/4/16 Tallgrass Energy Partners, LP / 31.3% interest in Tallgrass Pony Express Pipeline (Tallgrass Development, LP) 2,375.8 8.7 11/2/15 Western Refining Logistics, LP / TexNew Mex Pipeline and an 80,000 barrel crude oil storage tank (Western Refining, Inc.) 180.0 9.6 3/23/15 EnLink Midstream Partners, LP / Victoria Express Pipeline (Devon Energy Corporation) 180.0 8.7 Mean 9.4x Median 9.3 Min 8.7 Max 10.9 Precedent M&A Transactions Analysis – Crude Oil Transportation and Stanchion 2019E EBITDA $323.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $2,745.5 – $3,391.5 Source: Public filings, Company presentations, Press releases, 1Derrick 70
Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Terminals ($ in millions) Selected M&A Transactions – Crude Oil Terminals Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 2/26/18 Delek Logistics Partners, LP / Big Spring Logistics’ storage tanks, NGL storage and asphalt/light products terminals (Delek US Holdings, Inc.) $315.0 7.8x 1/3/18 Tallgrass Energy Partners, LP / 38% interest in Deeprock North, LLC crude oil terminal in North Cushing, OK (Kinder Morgan, Inc.) 19.5 8.0 1/3/18 Tallgrass Energy Partners, LP / 51% interest in Pawnee Terminal (Zenith Energy) 31.0 6.2 8/2/17 International-Matex Tank Terminals (Macquarie Infrastructure Corp.) / Epic Midstream (White Deer Energy / Blue Water Energy) 171.5 11.0 6/6/17 SemGroup Corporation / Houston Fuel Oil Terminal Company (Alinda Capital Partners) 2,100.0 15.0 6/5/17 USD Partners LP / Crude oil destination terminal in Stroud, OK (Undisclosed) 25.0 2.5 1/3/17 Tallgrass Energy Partners, LP / Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC (Tallgrass Development, LLC) 140.0 12.7 10/21/16 NuStar Energy L.P. / Crude oil and refined product storage assets in Port of Corpus Christi (Martin Midstream Partners L.P.) 107.0 7.9 7/14/15 Arc Logistics Partners LP / Pawnee crude terminal and development assets (United Energy Trading, LLC / Hawkeye Midstream, LLC) 76.6 8.3 Mean 8.8x Median 8.0 Min 2.5 Max 15.0 Precedent M&A Transactions Analysis – Terminals 2019E EBITDA $36.0 Relevant EBITDA Multiple 8.0x – 10.0x Implied Enterprise Value $288.0 – $360.0 Source: TGE management, Public filings, Company presentations, Press releases, 1Derrick 71


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Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Gathering & Processing ($ in millions) Selected M&A Transactions – Natural Gas Gathering & Processing Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/2/19 DTE Midstream (DTE Energy) / 30% interest in Stonewall Gas Gathering (AltaGas Ltd.) $275.3 12.0x 4/10/19 Crestwood Equity Partners LP / Remaining 50.0% interest in Jackalope Gas Gathering Services, L.L.C. (The Williams Companies, Inc.) 484.6 9.8 3/28/19 SK Holdings Co Ltd / Minority interest in Blue Racer Midstream, LLC (First Reserve) 300.0 9.2 3/14/19 EQM Midstream Partners, LP / 60% interest in Eureka Midstream Holdings, LLC and 100% interest in Hornet Midstream Holdings, LLC (Morgan Stanley Infrastructure Partners) 1,030.0 10.3 2/19/19 GSO Capital Partners and Blackstone Tactical Opportunities / 45% equity interest in Targa Badlands LLC (Targa Resources Corp.) 1,600.0 12.0 11/1/18 First Reserve / 50% interest in Blue Racer Midstream, LLC (Dominion Energy, Inc.) 1,200.0 9.2 2/7/18 CNX Midstream Partners LP / 95% interest in the Shirley-Pennsboro Gathering System (CNX Resources Corporation) 265.0 11.5 6/13/17 Howard Energy Partners / 50% Interest in Delaware Basin G&P assets (WPX Energy, Inc.) 431.5 7.2 5/24/17 Crestwood Permian Basin Holdings LLC / Delaware Basin Willow Lake G&P (Crestwood Equity Partners LP) 151.0 9.6 5/18/17 Energy Transfer Partners, LP / 34.4% remaining interest in Penntex Midstream Partners, LP 280.3 10.0 11/21/16 Tesoro Logistics LP / Williston G&P Assets (Whiting Oil and Gas Corporation / GBK Investments, LLC / WBI Energy Midstream, LLC) 700.0 6.7 Mean 9.8x Median 9.8 Min 6.7 Max 12.0 Precedent M&A Transactions Analysis – TMID 2019E EBITDA $33.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $280.5 – $346.5 Source: TGE management 72
Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Water Logistics ($ in millions) Selected M&A Transactions – Water Logistics Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 9/26/19 NGL Energy Partners LP / Hillstone Environmental Partners, LLC $600.0 7.0x 5/14/19 NGL Energy Partners LP / Mesquite Disposals Unlimited, LLC 890.0 8.3 12/20/18 WaterBridge Resources LLC / 9 SWD wells and additional permits (NGL Energy Partners LP) 238.8 9.6 10/31/18 WaterBridge Resources LLC / Delaware Basin water infrastructure assets (Halcón Resources Corporation) 200.0 9.1 10/5/18 Nuverra Environmental Solutions, Inc. / Clearwater Solutions 41.9 5.2 2/7/18 Tallgrass Energy Partners, LP / Buckhorn SWD Solutions, LLC and Buckhorn Energy Services, LLC 95.0 5.0 12/16/15 Tallgrass Energy Partners, LP / BNN Western, LLC (Whiting Oil and Gas Corporation) 75.0 9.0 9/18/15 Antero Midstream Partners LP / Appalachia freshwater delivery and produced water treatment & disposal (Antero Resources Corp.) 1,050.0 8.8 9/2/14 Ferrellgas Partners LP / Two saltwater disposal wells in Eagle Ford, an option to acquire an additional SWD well (C&E Production, LLC) 65.0 6.0 7/9/14 NGL Energy Partners LP / 5 SWD wells in the Eagle Ford and the Permian 83.0 5.2 Mean 7.3x Median 7.7 Min 5.0 Max 9.6 Precedent M&A Transactions Analysis – BNN 2019E EBITDA $74.0 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value $518.0 – $666.0 Source: TGE management 73


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Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Peer Group ï® Valuation based on multiples of enterprise Trading value / relevant EBITDA for publicly traded ï® Based on enterprise value / EBITDA Analysis entities with assets similar to those owned by ï® Enterprise value / EBITDA multiples applied to 2020E and 2021E EBITDA (Sum-of-Parts) TGE Assumptions Resulting Enterprise Value Range 2020E EBITDA 2021E EBITDA 2020E EBITDA 2021E EBITDA Low High Low High Low High Low High REX (Attributable to TGE) 9.5x – 11.5x 9.0x – 11.0x $4,283.9 – $5,185.8 $4,069.2 – $4,973.5 Non-REX Natural Gas Transportation 9.5 – 11.5 9.0 – 11.0 799.1 – 967.4 791.2 – 967.1 Crude Oil Transportation and Stanchion 9.0 – 11.0 8.5 – 10.5 2,017.9 – 2,466.4 1,975.2 – 2,440.0 Terminals 7.0 – 9.0 6.5 – 8.5 255.9 – 329.1 240.7 – 314.7 TMID 7.5 – 9.5 7.0 – 9.0 311.4 – 394.5 329.7 – 423.8 BNN 6.0 – 8.0 5.5 – 6.5 628.4 – 837.9 699.3 – 826.5 Growth Wedge 1 8.8 – 10.8 8.2 – 10.1 888.2 – 1,089.9 1,655.3 – 2,031.3 Total Enterprise Value (Pre-Corporate G&A) $9,185.0 – $11,270.8 $9,760.6 – $11,976.9 Less: Value of Corporate G&A 1 8.8x – 10.8x 8.2x – 10.1x (67.4) – (82.7) (64.3) – (78.9) Total Enterprise Value $9,117.6 – $11,188.2 $9,696.3 – $11,897.9 Less: Debt as of January 1, 2020 2 (5,015.5) (5,015.5) (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 16.0 16.0 Implied Equity Value $4,118.1 – $6,188.6 $4,696.8 – $6,898.4 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value $14.64 – $22.00 $16.69 – $24.52 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 74
Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Natural Gas Transportation ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Natural Gas Transportation Enbridge Inc. $38.63 $78,431.9 $136,889.1 13.1x 12.3x 5.8% 6.4% 6.8% 5.0x Energy Transfer LP 12.80 34,366.6 96,382.3 8.5 8.3 9.5% 9.5% 9.7% 4.5 EQM Midstream Partners, LP 25.39 5,089.6 12,060.0 8.7 7.2 18.3% 18.3% 18.6% 4.0 TC PipeLines, LP 40.12 2,995.4 5,001.4 10.9 10.9 6.5% 6.5% 6.5% 4.3 TC Energy Corporation 51.68 48,414.1 89,005.6 12.4 12.0 4.4% 4.8% 5.2% 5.3 Kinder Morgan, Inc. 20.58 46,613.0 82,740.8 10.8 10.6 4.9% 6.1% 6.5% 4.7 The Williams Companies, Inc. 22.82 27,761.6 53,044.6 10.3 9.9 6.7% 7.0% 7.4% 4.5 Mean 10.7x 10.2x 8.0% 8.4% 8.7% 4.6x Median 10.8 10.6 6.5% 6.5% 6.8% 4.5 Peer Group Trading Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2020E EBITDA $601.3 $84.1 Relevant EBITDA Multiple 9.5x – 11.5x 9.5x – 11.5x Implied Enterprise Value Based on 2020E EBITDA $5,711.9 – $6,914.4 $799.1 – $967.4 2021E EBITDA $602.9 $87.9 Relevant EBITDA Multiple 9.0x – 11.0x 9.0x – 11.0x Implied Enterprise Value Based on 2021E EBITDA $5,425.7 – $6,631.4 $791.2 – $967.1 Implied Enterprise Value $5,425.7 – $6,914.4 $791.2 – $967.4 Implied Enterprise Value Attributed to TGE $4,069.2 – $5,185.8 $791.2 – $967.4 Source: TGE management, Public filings, Wall Street research, FactSet 75


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Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution Yield Debt / 2019E Partnership 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Crude Oil Transportation Holly Energy Partners, L.P. $22.11 $2,333.9 $3,916.8 10.9x 10.5x 12.2% 12.2% 10.6% 4.1x Magellan Midstream Partners, L.P. 63.27 14,451.1 19,027.0 12.0 11.4 6.4% 6.7% 7.1% 3.4 MPLX LP 25.69 27,189.1 48,157.1 9.0 8.7 10.5% 11.0% 11.6% 4.5 NuStar Energy L.P. 26.30 2,834.8 6,943.1 9.5 9.0 9.1% 9.1% 9.1% 4.9 Phillips 66 Partners LP 59.02 13,431.4 17,337.4 12.2 11.0 5.9% 6.2% 6.6% 3.1 Plains All American Pipeline, L.P. 17.70 13,006.5 24,842.5 9.5 8.8 8.1% 8.5% 9.0% 3.3 Shell Midstream Partners, L.P. 20.15 4,796.7 7,247.7 8.4 7.3 8.8% 9.3% 9.5% 3.7 Mean 10.2x 9.6x 8.7% 9.0% 9.1% 3.8x Median 9.5 9.0 8.8% 9.1% 9.1% 3.7 Peer Group Trading Analysis – Crude Oil Transportation and Stanchion 2020E EBITDA $224.2 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $2,017.9 – $2,466.4 2021E EBITDA $232.4 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $1,975.2 – $2,440.0 Implied Enterprise Value $1,975.2 – $2,466.4 Source: TGE management, Public filings, Wall Street research, FactSet 76
Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Terminals ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Terminals Global Partners LP $20.29 $694.4 $1,897.1 8.1x 8.1x 10.3% 10.3% 10.3% 4.8x Sprague Resources LP 16.71 380.1 968.5 7.7 7.4 16.0% 16.0% 16.0% 5.3 USD Partners LP 10.20 275.9 482.8 NA NA 14.3% NA NA NA Mean 7.9x 7.8x 13.5% 13.1% 13.1% 5.0x Median 7.9 7.8 14.3% 13.1% 13.1% 5.0 Peer Group Trading Analysis – Terminals 2020E EBITDA $36.6 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2020E EBITDA $255.9 – $329.1 2021E EBITDA $37.0 Relevant EBITDA Multiple 6.5x – 8.5x Implied Enterprise Value Based on 2021E EBITDA $240.7 – $314.7 Implied Enterprise Value $240.7 – $329.1 Source: TGE management, Public filings, Wall Street research, FactSet 77


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Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Gathering and Processing ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Gathering and Processing CNX Midstream Partners LP $15.14 $984.7 $1,690.0 6.8x 6.1x 10.6% 11.8% 12.4% 2.8x Crestwood Equity Partners LP 30.25 2,252.9 5,564.8 9.0 8.5 7.9% 8.3% 8.7% 4.3 DCP Midstream, LP 24.04 5,008.3 11,561.3 9.3 8.8 13.0% 13.0% 13.0% 4.8 Enable Midstream Partners, LP 10.27 4,469.0 9,259.0 8.4 8.3 12.9% 12.9% 12.9% 3.8 EnLink Midstream, LLC 5.47 2,690.7 8,947.9 8.4 8.2 20.7% 20.7% 20.7% 4.4 Hess Midstream Partners LP 20.82 5,925.9 7,693.4 10.5 9.1 7.9% 8.9% 10.3% NM Noble Midstream Partners LP 25.22 2,277.6 4,545.3 9.1 8.1 10.7% 11.5% 12.6% 5.2 Oasis Midstream Partners LP 16.79 567.7 1,308.4 6.9 6.5 12.3% 14.5% 16.0% 2.8 Summit Midstream Partners, LP 3.51 295.7 2,282.6 7.3 6.8 NM 26.6% 24.6% 5.9 Targa Resources Corp. 37.51 8,731.8 19,579.8 11.9 10.2 9.7% 9.7% 9.7% 5.7 Western Midstream Partners, LP 19.34 8,761.6 16,535.0 8.9 8.2 12.8% 13.1% 13.5% 4.6 Mean 8.8x 8.1x 11.8% 13.7% 14.0% 4.4x Median 8.9 8.2 11.5% 12.9% 12.9% 4.5 Peer Group Trading Analysis – TMID 2020E EBITDA $41.5 Relevant EBITDA Multiple 7.5x – 9.5x Implied Enterprise Value Based on 2020E EBITDA $311.4 – $394.5 2021E EBITDA $47.1 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2021E EBITDA $329.7 – $423.8 Implied Enterprise Value $311.4 – $423.8 Source: TGE management, Public filings, Wall Street research, FactSet 78
Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Water Logistics ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Water Logistics NGL Energy Partners LP $11.17 $1,431.6 $5,190.5 8.1x 6.6x 14.0% 14.0% 14.0% 5.4x Rattler Midstream LP 17.08 2,625.3 2,725.6 7.1 6.1 5.9% 6.7% 7.7% 0.4 Select Energy Services, Inc. 8.92 945.4 914.9 5.5 5.4 —% —% —% 0.1 Mean 6.9x 6.0x 6.6% 6.9% 7.2% 2.0x Median 7.1 6.1 5.9% 6.7% 7.7% 0.4 Peer Group Trading Analysis – BNN 2020E EBITDA $104.7 Relevant EBITDA Multiple 6.0x – 8.0x Implied Enterprise Value Based on 2020E EBITDA $628.4 – $837.9 2021E EBITDA $127.2 Relevant EBITDA Multiple 5.5x – 6.5x Implied Enterprise Value Based on 2021E EBITDA $699.3 – $826.5 Implied Enterprise Value $628.4 – $837.9 Source: TGE management, Public filings, Wall Street research, FactSet 79


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Preliminary Draft –Subject to Change TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Growth Wedge ($ in millions) Peer Group Trading Analysis 2020E EBITDA $100.8 Relevant EBITDA Multiple 1 8.8x – 10.8x Implied Enterprise Value Based on 2020E EBITDA $888.2 – $1,089.9 2021E EBITDA $200.8 Relevant EBITDA Multiple 1 8.2x – 10.1x Implied Enterprise Value Based on 2021E EBITDA $1,655.3 – $2,031.3 Implied Enterprise Value $888.2 – $2,031.3 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 80
Preliminary Draft – For Reference Only Subject to Change TGE Financial Projections Premiums Paid in Midstream Acquisitions Premium1 Date 1-Day 30-Day 60-Day 90-Day Announced Acquiror / Target Consideration Prior Spot VWAP VWAP VWAP 10/01/19 Brookfield Business Partners L.P. / Teekay Offshore Partners L.P. Cash-for-Unit 28.1% 9.8% 20.6% 19.5% 09/16/19 Energy Transfer LP / SemGroup Corporation Cash/Unit-for-Share 65.4% 80.2% 62.1% 50.2% 08/21/19 Pembina Pipeline Corporation / Kinder Morgan Canada Limited Share-for-Share 37.7% 32.5% 30.3% 17.8% 05/10/19 IFM Investors / Buckeye Partners, L.P. Cash-for-Unit 27.5% 22.9% 23.9% 27.9% 05/08/19 MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP) Unit-for-Unit 1.8% 0.5% (0.9%) (1.6%) 03/18/19 ArcLight Energy Partners Fund V, L.P. / American Midstream, LP Cash-for-Unit 31.3% 32.0% 32.1% 20.2% 02/05/19 SunCoke Energy, Inc. / SunCoke Energy Partners, L.P. Stock-for-Unit 9.3% 31.2% 26.5% 18.9% 11/26/18 Dominion Energy, Inc. / Dominion Energy Midstream Partners, LP Stock-for-Unit 1.0% 9.3% 12.1% 18.9% 07/10/18 ArcLight Energy Partners Fund VI, L.P. / TransMontaigne Partners L.P. Cash-for-Unit 13.5% 8.6% 8.2% 10.2% 11/08/18 Western Gas Equity Partners, LP / Western Gas Partners, LP Unit-for-Unit 7.6% 13.8% 9.3% 5.9% 10/22/18 EnLink Midstream, LLC / EnLink Midstream Partners, LP Unit-for-Unit 1.1% (0.6%) 1.5% 5.8% 10/18/18 Valero Energy Corporation / Valero Energy Partners LP Cash-for-Unit 6.0% 11.9% 10.9% 10.2% 10/09/18 Antero Midstream GP LP / Antero Midstream Partners LP Cash/Stock-for-Unit 63.7% 6.6% 7.3% 8.2% 08/01/18 Energy Transfer Equity, L.P. / Energy Transfer Partners, L.P. Unit-for-Unit 11.2% 19.2% 22.3% 27.4% 06/09/18 Cheniere Energy, Inc. / Cheniere Energy Partners LP Holdings, 2 LLC Stock-for-Unit 6.6% 8.2% 7.7% 6.7% 05/17/18 The Williams Companies, Inc. / Williams Partners L.P. Stock-for-Unit 13.6% 5.8% 1.0% 3.4% 05/17/18 Enbridge Inc. / Enbridge Energy Partners, L.P. Stock-for-Unit 13.9% 15.9% 10.4% 0.8% 05/17/18 Enbridge Inc. / Spectra Energy Partners, LP Stock-for-Unit 20.8% 18.7% 13.7% 7.6% 03/26/18 Tallgrass Energy GP, LP / Tallgrass Energy Partners, L.P. Stock-for-Unit 0.1% NA NA NA 02/08/18 Nustar Energy L.P. / Nustar GP Holdings, LLC Unit-for-Unit 1.7% 0.3% 8.5% 5.6% 01/02/18 Archrock, Inc. / Archrock Partners, L.P. Stock-for-Unit 23.4% 27.7% 21.6% 18.6% 06/02/17 World Point Terminals, Inc. / World Point Terminals, LP Cash-for-Unit 5.8% 3.4% 3.2% 3.5% 05/18/17 Energy Transfer Partners, LP / PennTex Midstream Partners, LP Cash-for-Unit 20.1% 19.9% 22.6% 24.4% 03/02/17 VTTI B.V. / VTTI Energy Partners LP Cash-for-Unit 6.0% 6.8% 14.2% 13.5% 02/01/17 ONEOK, Inc. / ONEOK Partners, L.P. Stock-for-Unit 25.8% 22.4% 26.2% 29.0% 01/27/17 Enbridge Energy Co, Inc. / Midcoast Energy Partners, L.P. Cash-for-Unit (8.6%) 5.4% 11.3% 5.8% 09/26/16 TransCanada Corporation / Columbia Pipeline Partners L.P. Cash-for-Unit 13.3% 14.0% 16.2% 15.5% 05/31/16 SemGroup Corporation / Rose Rock Midstream, L.P. Share-for-Unit 0.0% 27.4% 53.0% 78.2% 11/03/15 Targa Resources Corp. / Targa Resources Partners LP Share-for-Unit 18.4% 16.1% 16.6% 9.5% 10/26/15 Western Refining, Inc. / Northern Tier Energy L.P. Cash/Share-for-Unit 11.7% 12.3% 7.8% 8.0% 05/06/15 Crestwood Equity Partners LP / Crestwood Midstream Partners L.P. Unit-for-Unit 17.2% 21.0% 26.0% 23.9% 08/10/14 Kinder Morgan, Inc. / El Paso Pipeline Partners, L.P. Cash/Share-for-Unit 15.4% 10.4% 11.7% 14.4% 08/10/14 Kinder Morgan, Inc. / Kinder Morgan Energy Partners, L.P. Cash/Share-for-Unit 12.0% 9.8% 12.4% 14.5% Median 13.3% 13.1% 13.0% 14.0% All Mean 15.8% 16.4% 17.2% 16.3% Transactions Max 65.4% 80.2% 62.1% 78.2% Min (8.6%) (0.6%) (0.9%) (1.6%) Median 13.4% 10.8% 15.2% 14.5% Cash Only Mean 14.3% 13.5% 16.3% 15.1% Transactions Max 31.3% 32.0% 32.1% 27.9% Min (8.6%) 3.4% 3.2% 3.5% Source: Bloomberg, FactSet, Public filings 1. VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement 2. WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance 81


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Preliminary Draft – For Reference Only Subject to Change TGE Financial Projections Premiums Paid Analysis Summary Results – All Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 65.4% (0.6%) — 80.2% (0.9%) — 62.1% Implied TGE Share Price Range $13.12 — $23.73 $18.19 — $32.98 $19.61 — $32.10 Median Merger Premium 13.3% 13.1% 13.0% Median-Implied TGE Share Value $16.26 $20.69 $22.38 Summary Results – Cash Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 31.3% 3.4% — 32.0% 3.2% — 32.1% Implied TGE Share Price Range $13.12 — $18.83 $18.93 — $24.16 $20.43 — $26.16 Median Merger Premium 13.4% 10.8% 15.2% Median-Implied TGE Share Value $16.28 $20.29 $22.80 Source: Bloomberg, FactSet 1. Based on unaffected date of August 27, 2019 82
Preliminary Draft –Subject to Change Appendix


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Preliminary Draft –Subject to Change A. Weighted Average Cost of Capital
Preliminary Draft –Subject to Change Weighted Average Cost of Capital TGE Cost of Equity and Weighted Average Cost of Capital ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 12/16/19 Value Preferred Total Capitalization Beta 1 2 Equity Beta Crestwood Equity Partners LP $30.25 $2,252.9 $2,888.4 56.2% 0.75 0.40 Enable Midstream Partners, LP 10.27 4,469.0 4,765.0 51.6% 0.72 0.41 Enbridge Inc. 38.63 78,431.9 56,371.5 41.8% 0.65 0.41 Energy Transfer LP 12.80 34,366.6 50,291.3 59.4% 1.03 0.51 EnLink Midstream, LLC 5.47 2,690.7 5,984.0 69.0% 1.02 0.37 Kinder Morgan, Inc. 20.58 46,613.0 35,357.0 43.1% 0.89 0.56 CAPM Plains All American Pipeline, L.P. 17.70 13,006.5 12,313.0 48.6% 0.88 0.53 TC PipeLines, LP 40.12 2,995.4 1,994.0 40.0% 0.78 0.53 Targa Resources Corp. 37.51 8,731.8 7,807.8 47.2% 1.05 0.62 The Williams Companies, Inc. 22.82 27,761.6 22,292.0 44.5% 0.96 0.59 Mean 50.1% 0.87 0.49 Median 47.9% 0.89 0.52 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Peer Group Beta TGE Beta Risk-free Rate 3 2.2% 2.2% Unlevered Beta 0.52 0.54 Debt and Preferred / Total Capitalization 40.1% 40.1% Adjusted Levered Equity Beta 0.78 0.81 WACC Supply-Side MRP Historical MRP Supply-Side MRP Historical MRP Market Risk Premium 4 6.1% 6.9% 6.1% 6.9% Small Company Risk Premium 5 0.9% 0.9% Equity Cost of Capital 6 7.8% 8.4% 8.0% 8.6% Pre-Tax Cost of Debt 7 6.3% 6.3% After-Tax Cost of Debt 8 4.8% 4.8% WACC 6.6% 7.0% 6.7% 7.1% Peer Group Beta TGE Beta Supply-Side MRP WACC Sensitivities Historical MRP WACC Sensitivities Supply-Side MRP WACC Sensitivities Historical MRP WACC Sensitivities Unlevered Beta Unlevered Beta Unlevered Beta Unlevered Beta / 0.45 0.50 0.52 0.55 0.60 / 0.45 0.50 0.52 0.55 0.60 / 0.45 0.50 0.54 0.55 0.60/ 0.45 0.50 0.54 0.55 0.60 on on on on red i t 25.0% 6.1% 6.4% 6.5% 6.6% 6.9% red i t 25.0% 6.4% 6.7% 6.8% 7.0% 7.4% red t i 25.0% 6.1% 6.4% 6.6% 6.6% 6.9% red i t 25.0% 6.4% 6.7% 7.0% 7.0% 7.4% fer liza 30.0% 6.1% 6.4% 6.5% 6.7% 7.0% fer liza 30.0% 6.4% 6.8% 6.9% 7.1% 7.4% fer liza 30.0% 6.1% 6.4% 6.6% 6.7% 7.0% fer liza 30.0% 6.4% 6.8% 7.0% 7.1% 7.4% Pre a 35.0% 6.2% 6.5% 6.6% 6.7% 7.0% Pre a 35.0% 6.5% 6.8% 6.9% 7.1% 7.4% Pre a 35.0% 6.2% 6.5% 6.7% 6.7% 7.0% Pre a 35.0% 6.5% 6.8% 7.0% 7.1% 7.4% pit Ca 40.1% 6.2% 6.5% 6.6% 6.8% 7.1% pit Ca 40.1% 6.5% 6.9% 7.0% 7.2% 7.5% Ca pit 40.1% 6.2% 6.5% 6.7% 6.8% 7.1% Ca pit 40.1% 6.5% 6.9% 7.1% 7.2% 7.5% and 45.0% 6.3% 6.6% 6.7% 6.8% 7.1% and 45.0% 6.6% 6.9% 7.0% 7.2% 7.5% and 45.0% 6.3% 6.6% 6.8% 6.8% 7.1% and 45.0% 6.6% 6.9% 7.1% 7.2% 7.5% ebt al 50.0% 6.3% 6.6% 6.7% 6.9% 7.2% ebt al 50.0% 6.7% 7.0% 7.1% 7.3% 7.6% ebt al 50.0% 6.3% 6.6% 6.8% 6.9% 7.2%ebt al 50.0% 6.7% 7.0% 7.2% 7.3% 7.6% D Tot 55.0% 6.4% 6.7% 6.8% 6.9% 7.2% D Tot 55.0% 6.7% 7.0% 7.1% 7.3% 7.6% D Tot 55.0% 6.4% 6.7% 6.9% 6.9% 7.2% D Tot 55.0% 6.7% 7.0% 7.2% 7.3% 7.6% 2. 1. Unlevered Source: Predicted Beta calculated raw betas as: from Adjusted FactSet; Equity Adjusted Beta × Equity (E/(E Beta + D × calculated (1-T)); Assumes as: (0.67) corporate × Raw Beta tax rate + (0.33) of 29.6% × 1.0 for MLPs, 21.0% for C-Corps 3. 4. 20-year Source: Treasury Duff & Phelps as of December 16, 2019 5. 6. Decile: Equity Cost Mid Cap of Capital (4) with calculated equity value as: Risk-free range of $ rate 4,504.1 + (Levered million Equity to $7,254.2 Beta million × Market Risk Premium) + Small Company Risk Premium 8. 7. Based Assumes on 23.8% yield-to-worst effective of tax TGE rate notes due 2028 83


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Preliminary Draft –Subject to Change Weighted Average Cost of Capital TGE Cost of Equity Analysis – Expected Market Return ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Distribution/Dividend Total Partnership/Corporation 12/16/19 Value Current Yield Growth Return Crestwood Equity Partners LP $30.25 $2,252.9 7.9% 5.6% 13.5% Enable Midstream Partners, LP 10.27 4,469.0 12.9% 0.2% 13.1% Enbridge Inc. 38.63 78,431.9 5.8% 6.6% 12.4% Energy Transfer LP 12.80 34,366.6 9.5% 1.5% 11.0% Total EnLink Midstream, LLC 5.47 2,690.7 20.7% (15.7%) 5.0% Expected Kinder Morgan, Inc. 20.58 46,613.0 4.9% 9.0% 13.8% Market Plains All American Pipeline, L.P. 17.70 13,006.5 8.1% 5.8% 13.9% Return TC PipeLines, LP 40.12 2,995.4 6.5% 2.5% 9.0% Targa Resources Corp. 37.51 8,731.8 9.7% 0.6% 10.3% The Williams Companies, Inc. 22.82 27,761.6 6.7% 5.6% 12.3% Mean 11.4% Median 12.3% Tallgrass Energy, LP $18.29 $5,145.6 12.0% 0.7% 12.8% Source: TGE management, Public filings, Wall Street research, FactSet 84

 

Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – REX Natural Gas Transportation ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 1 Beta 2 Partnership/Corporation 12/16/19 Value Preferred Equity Total Capitalization Beta Enbridge Inc. $38.63 $78,431.9 $56,371.5 41.8% 0.65 0.41 Energy Transfer LP 12.80 34,366.6 50,291.3 59.4% 1.03 0.51 EQM Midstream Partners, LP 25.39 5,089.6 6,599.5 56.5% 0.88 0.46 Kinder Morgan, Inc. 20.58 46,613.0 35,357.0 43.1% 0.89 0.56 TC Energy Corporation 51.68 48,414.1 41,052.4 45.9% 0.71 0.42 CAPM TC PipeLines, LP 40.12 2,995.4 1,994.0 40.0% 0.78 0.53 The Williams Companies, Inc. 22.82 27,761.6 22,292.0 44.5% 0.96 0.59 Mean 47.3% 0.84 0.50 Median 44.5% 0.88 0.51 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.51 Unlevered Beta Debt and Preferred / Total Capitalization 44.5%/ 0.40 0.45 0.51 0.60 0.65 Adjusted Levered Equity Beta 0.82 30.0% 6.1% 6.4% 6.8% 7.3% 7.6% erred 35.0% 6.2% 6.5% 6.8% 7.3% 7.6% Supply-Side MRP Historical MRP Pref 40.0% 6.2% 6.5% 6.8% 7.3% 7.6% 4 WACC Market Risk Premium 6.1% 6.9%nd 44.5% 6.2% 6.5% 6.8% 7.3% 7.6% 5Capitalization 50.0% 6.3% 6.6% 6.9% 7.4% 7.6% Small Company Risk Premium 1.3% a Equity Cost of Capital 6 8.5% 9.1% t Deb Total 55.0% 6.3% 6.6% 6.9% 7.4% 7.7% 7 60.0% 6.4% 6.6% 6.9% 7.4% 7.7% Pre-Tax Cost of Debt 6.3% After-Tax Cost of Debt 8 4.8% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta WACC 6.8% 7.2% / 0.40 0.45 0.51 0.60 0.65 tion 30.0% 6.4% 6.7% 7.1% 7.7% 8.0% erred ef za 35.0% 6.5% 6.8% 7.2% 7.7% 8.0% r P itali 40.0% 6.5% 6.8% 7.2% 7.7% 8.1% nd p Ca 44.5% 6.5% 6.8% 7.2% 7.8% 8.1% al 50.0% 6.6% 6.9% 7.2% 7.8% 8.1% t 55.0% 6.6% 6.9% 7.3% 7.8% 8.1% De b Tota 60.0% 6.6% 6.9% 7.3% 7.8% 8.1% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Mid Cap (5) with equity value range of $2,996.0 million to $4,503.5 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 85


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Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Non-REX Natural Gas Transportation ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 1 Beta 2 Partnership/Corporation 12/16/19 Value Preferred Equity Total Capitalization Beta Enbridge Inc. $38.63 $78,431.9 $56,371.5 41.8% 0.65 0.41 Energy Transfer LP 12.80 34,366.6 50,291.3 59.4% 1.03 0.51 EQM Midstream Partners, LP 25.39 5,089.6 6,599.5 56.5% 0.88 0.46 Kinder Morgan, Inc. 20.58 46,613.0 35,357.0 43.1% 0.89 0.56 TC Energy Corporation 51.68 48,414.1 41,052.4 45.9% 0.71 0.42 CAPM TC PipeLines, LP 40.12 2,995.4 1,994.0 40.0% 0.78 0.53 The Williams Companies, Inc. 22.82 27,761.6 22,292.0 44.5% 0.96 0.59 Mean 47.3% 0.84 0.50 Median 44.5% 0.88 0.51 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.51 Unlevered Beta Debt and Preferred / Total Capitalization 44.5%/ 0.40 0.45 0.51 0.60 0.65 Adjusted Levered Equity Beta 0.82 30.0% 6.5% 6.8% 7.1% 7.6% 7.9% erred 35.0% 6.5% 6.8% 7.1% 7.6% 7.9% Supply-Side MRP Historical MRP Pref 40.0% 6.5% 6.8% 7.1% 7.6% 7.9% 4 WACC Market Risk Premium 6.1% 6.9%nd 44.5% 6.5% 6.8% 7.1% 7.6% 7.9% 5Capitalization 50.0% 6.6% 6.8% 7.1% 7.6% 7.9% Small Company Risk Premium 1.8% a Equity Cost of Capital 6 9.0% 9.6% t Deb Total 55.0% 6.6% 6.8% 7.1% 7.6% 7.9% 7 60.0% 6.6% 6.8% 7.2% 7.6% 7.9% Pre-Tax Cost of Debt 6.3% After-Tax Cost of Debt 8 4.8% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta WACC 7.1% 7.5% / 0.40 0.45 0.51 0.60 0.65 tion 30.0% 6.8% 7.1% 7.5% 8.1% 8.4% erred ef za 35.0% 6.8% 7.1% 7.5% 8.1% 8.4% r P itali 40.0% 6.8% 7.1% 7.5% 8.1% 8.4% nd p Ca 44.5% 6.8% 7.1% 7.5% 8.0% 8.4% al 50.0% 6.8% 7.1% 7.5% 8.0% 8.3% t 55.0% 6.8% 7.1% 7.5% 8.0% 8.3% De b Tota 60.0% 6.8% 7.1% 7.5% 8.0% 8.3% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Low Cap (8) with equity value range of $730.0 million to $1,292.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 86
Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 12/16/19 Value Preferred Total Capitalization Beta 1 2 Partnership Equity Beta Genesis Energy, L.P. $19.96 $3,244.2 $4,223.3 56.6% 1.01 0.52 Global Partners LP 20.29 694.4 1,207.2 63.5% 0.84 0.38 Holly Energy Partners, L.P. 22.11 2,333.9 1,506.5 39.2% 0.74 0.51 Magellan Midstream Partners, L.P. 63.27 14,451.1 5,205.8 26.5% 0.71 0.57 MPLX LP 25.69 27,189.1 20,759.0 43.3% 0.79 0.51 NuStar Energy L.P. 26.30 2,834.8 4,123.7 59.3% 1.15 0.57 CAPM Phillips 66 Partners LP 59.02 13,431.4 4,561.0 25.3% 0.75 0.61 Plains All American Pipeline, L.P. 17.70 13,006.5 12,313.0 48.6% 0.88 0.53 Shell Midstream Partners, L.P. 20.15 4,796.7 2,719.0 36.2% 0.75 0.54 Mean 44.3% 0.85 0.52 Median 43.3% 0.79 0.53 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Supply-Side MRP (6.1%) WACC Sensitivities Risk-free Rate 3 2.2% Unlevered Beta 0.53 Unlevered Beta / 0.40 0.45 0.53 0.60 0.65 Debt and Preferred / Total Capitalization 43.3% 30.0% 6.1% 6.4% 6.9% 7.3% 7.6% Adjusted Levered Equity Beta 0.83 erred 35.0% 6.2% 6.5% 6.9% 7.3% 7.6% Supply-Side MRP Historical MRP Pref 40.0% 6.2% 6.5% 6.9% 7.3% 7.6% WACC Market Risk Premium 4 6.1% 6.9%nd Capitalization 43.3% 6.2% 6.5% 6.9% 7.3% 7.6% 5 a 50.0% 6.3% 6.6% 7.0% 7.4% 7.6% Small Company Risk Premium 1.3%t 55.0% 6.3% 6.6% 7.0% 7.4% 7.7% Equity Cost of Capital 6 8.6% 9.2% Deb Total 60.0% 6.4% 6.6% 7.0% 7.4% 7.7% Pre-Tax Cost of Debt 7 6.3% 8 Historical MRP (6.9%) WACC Sensitivities After-Tax Cost of Debt 4.8% Unlevered Beta / 0.40 0.45 0.53 0.60 0.65 WACC 6.9% 7.3% tion 30.0% 6.4% 6.7% 7.2% 7.7% 8.0% erred ef za 35.0% 6.5% 6.8% 7.3% 7.7% 8.0% r P itali 40.0% 6.5% 6.8% 7.3% 7.7% 8.1% nd p Ca 43.3% 6.5% 6.8% 7.3% 7.8% 8.1% al 50.0% 6.6% 6.9% 7.3% 7.8% 8.1% t 55.0% 6.6% 6.9% 7.4% 7.8% 8.1% De b Tota 60.0% 6.6% 6.9% 7.4% 7.8% 8.1% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Mid Cap (5) with equity value range of $2,996.0 million to $4,503.5 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 87


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Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Terminals ($ in millions, except per unit amounts) Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership 12/16/19 Value Preferred Equity Total Capitalization Beta 1 2 Beta Global Partners LP $20.29 $694.4 $1,207.2 63.5% 0.84 0.38 Sprague Resources LP 16.71 380.1 595.3 61.0% 0.96 0.46 USD Partners LP 10.20 275.9 213.4 43.6% 0.58 0.38 CAPM Mean 56.0% 0.79 0.40 Median 61.0% 0.84 0.38 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Unlevered Beta 0.38 Debt and Preferred / Total Capitalization 61.0% Adjusted Levered Equity Beta 0.83 Supply-Side MRP (6.1%) WACC Sensitivities Supply-Side MRP Historical MRP Unlevered Beta 4 WACC Market Risk Premium 6.1% 6.9%/ 0.30 0.35 0.38 0.40 0.45 Small Company Risk Premium 5 2.5% 45.0% 6.4% 6.6% 6.8% 6.9% 7.2% Equity Cost of Capital 6 9.7% 10.3% erred 50.0% 6.3% 6.6% 6.8% 6.9% 7.2% 7 Pref 55.0% 6.3% 6.6% 6.7% 6.9% 7.1% Pre-Tax Cost of Debt 6.3% 61.0% 6.3% 6.6% 6.7% 6.8% 7.1% After-Tax Cost of Debt 8 4.8% nd Capitalization a 65.0% 6.3% 6.6% 6.7% 6.8% 7.1% t Total 70.0% 6.3% 6.5% 6.7% 6.8% 7.1% WACC 6.7% 7.0% Deb 75.0% 6.3% 6.5% 6.7% 6.8% 7.0% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta / 0.30 0.35 0.38 0.40 0.45 tion 45.0% 6.6% 6.9% 7.0% 7.2% 7.5% erred ef za 50.0% 6.5% 6.8% 7.0% 7.2% 7.5% r P itali 55.0% 6.5% 6.8% 7.0% 7.1% 7.4% nd p Ca 61.0% 6.5% 6.8% 7.0% 7.1% 7.4% al 65.0% 6.5% 6.8% 6.9% 7.1% 7.4% t 70.0% 6.5% 6.8% 6.9% 7.1% 7.3% De b Tota 75.0% 6.5% 6.7% 6.9% 7.0% 7.3% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Micro Cap (9) with equity value range of $325.4 million to $727.8 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 88
Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Gathering and Processing ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 12/16/19 Value Preferred Capitalization Beta 1 2 Partnership/Corporation Equity Total Beta CNX Midstream Partners LP $15.14 $984.7 $639.9 39.4% 0.89 0.61 Crestwood Equity Partners LP 30.25 2,252.9 2,888.4 56.2% 0.75 0.40 DCP Midstream, LP 24.04 5,008.3 6,527.0 56.6% 1.02 0.53 Enable Midstream Partners, LP 10.27 4,469.0 4,765.0 51.6% 0.72 0.41 EnLink Midstream, LLC 5.47 2,690.7 5,984.0 69.0% 1.02 0.37 Hess Midstream Partners LP 20.82 5,925.9 1,771.0 23.0% 0.89 0.73 Noble Midstream Partners LP 25.22 2,277.6 1,368.9 37.5% 1.07 0.75 CAPM Oasis Midstream Partners LP 16.79 567.7 431.6 43.2% 0.82 0.54 Summit Midstream Partners, LP 3.51 295.7 1,992.0 87.1% 0.87 0.15 Targa Resources Corp. 37.51 8,731.8 7,807.8 47.2% 1.05 0.62 Western Midstream Partners, LP 19.34 8,761.6 7,738.6 46.9% 0.88 0.54 Mean 50.7% 0.91 0.51 Median 47.2% 0.89 0.54 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.54 Debt and Preferred / Total Capitalization 47.2% Unlevered Beta / 0.40 0.45 0.54 0.60 0.65 Adjusted Levered Equity Beta 0.90d on ti 35.0% 6.9% 7.2% 7.7% 8.1% 8.3% Supply-Side MRP Historical MRP 40.0% 6.9% 7.2% 7.7% 8.0% 8.3% WACC Market Risk Premium 4 6.1% 6.9% Preferre 45.0% 6.9% 7.2% 7.7% 8.0% 8.3% 5 47.2% 6.9% 7.2% 7.6% 8.0% 8.3% Small Company Risk Premium 2.5% Capitaliza 6 and 55.0% 6.9% 7.1% 7.6% 7.9% 8.2% Equity Cost of Capital 10.2% 10.9% 60.0% 6.8% 7.1% 7.6% 7.9% 8.2% Pre-Tax Cost of Debt 7 6.3% Debt Total 65.0% 6.8% 7.1% 7.5% 7.9% 8.1% After-Tax Cost of Debt 8 4.8% Historical MRP (6.9%) WACC Sensitivities WACC 7.6% 8.0% Unlevered Beta / 0.40 0.45 0.54 0.60 0.65 35.0% 7.2% 7.5% 8.1% 8.5% 8.8% 40.0% 7.2% 7.5% 8.1% 8.5% 8.8% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Preferred 45.0% 7.2% 7.5% 8.0% 8.4% 8.7% 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps Capitalization 47.2% 7.2% 7.5% 8.0% 8.4% 8.7% 3. 20-year Treasury as of December 16, 2019 and 55.0% 7.1% 7.4% 8.0% 8.3% 8.6% 4. Source: Duff & Phelps 60.0% 7.1% 7.4% 7.9% 8.3% 8.6% 5. Decile: Micro Cap (9) with equity value range of $325.4 million to $727.8 million Debt Total 65.0% 7.1% 7.4% 7.9% 8.2% 8.5% 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 89


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Preliminary Draft –Subject to Change Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Water Logistics ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 12/16/19 Value Preferred Equity Total Capitalization Beta 1 2 Beta NGL Energy Partners LP $11.17 $1,431.6 $3,122.3 68.6% 1.06 0.42 Rattler Midstream LP 17.08 2,625.3 103.0 3.8% 0.81 0.79 Select Energy Services, Inc. 8.92 945.4 12.4 1.3% 1.28 1.27 CAPM Mean 24.5% 1.05 0.83 Median 3.8% 1.06 0.79 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Unlevered Beta 0.79 Debt and Preferred / Total Capitalization 3.8% Adjusted Levered Equity Beta 0.81 Supply-Side MRP (6.1%) WACC Sensitivities Supply-Side MRP Historical MRP Unlevered Beta 4 WACC Market Risk Premium 6.1% 6.9%/ 0.70 0.75 0.79 0.85 0.90 Small Company Risk Premium 5 1.8% 0.0% 8.3% 8.6% 8.8% 9.2% 9.5% Equity Cost of Capital 6 9.0% 9.6% erred 3.8% 8.3% 8.6% 8.8% 9.2% 9.5% 7 Pref 10.0% 8.2% 8.5% 8.8% 9.1% 9.4% Pre-Tax Cost of Debt 6.3% 15.0% 8.2% 8.5% 8.8% 9.1% 9.4% After-Tax Cost of Debt 8 4.8% nd Capitalization a 20.0% 8.2% 8.5% 8.8% 9.1% 9.4% t Total 25.0% 8.2% 8.5% 8.7% 9.1% 9.4% WACC 8.8% 9.4% Deb 30.0% 8.2% 8.5% 8.7% 9.1% 9.4% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta / 0.70 0.75 0.79 0.85 0.90 tion 0.0% 8.8% 9.2% 9.4% 9.8% 10.2% erred ef za 3.8% 8.8% 9.1% 9.4% 9.8% 10.2% r P itali 10.0% 8.8% 9.1% 9.4% 9.8% 10.1% nd p Ca 15.0% 8.8% 9.1% 9.4% 9.8% 10.1% al 20.0% 8.7% 9.1% 9.3% 9.7% 10.1% t 25.0% 8.7% 9.1% 9.3% 9.7% 10.0% De b Tota 30.0% 8.7% 9.0% 9.3% 9.7% 10.0% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Low Cap (8) with equity value range of $730.0 million to $1,292.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 90
Preliminary Draft –Subject to Change B. TGE Shareholder Tax Impact


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Preliminary Draft –Subject to Change TGE Shareholder Tax Impact ($ per share) Annual Shareholder Tax Impact For the Nine Months TGE Shares Acquired for the Year Ending, Ending June 30, 1 2 At IPO 2015A 2016A 2017A 2018A MLP Buy-In 2019A Average TGE / TEGP Price $29.00 $26.69 $21.33 $26.22 $22.46 $22.16 $22.23 Less: TGE / TEGP Return of Capital per Share (5.24) (5.22) (4.73) (3.70) (2.35) (2.18) (0.89) Average TGE Basis $23.76 $21.48 $16.60 $22.52 $20.10 $19.98 $21.35 Proposed Consideration $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 Less: Average TGE Tax Basis (23.76) ($21.48) ($16.60) ($22.52) ($20.10) ($19.98) ($21.35) Net Capital Gain per Share ($1.31) $0.97 $5.85 ($0.07) $2.35 $2.47 $1.10 Capital Gain Rate 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Average Tax Liability $— $0.19 $1.17 $— $0.47 $0.49 $0.22 Quarterly Shareholder Tax Impact TGE Shares Acquired During the Quarter Ending, At MLP IPO Q2 ‘15 1 Q3 ‘15 Q4 ‘15 Q1 ‘16 Q2 ‘16 Q3 ‘16 Q4 ‘16 Q1 ‘17 Q2 ‘17 Q3 ‘17 Q4 ‘17 Q1 ‘18 Q2 ‘18 Buy-In2 Q3 ‘18 Q4 ‘18 Q1 ‘19 Q2 ‘19 Q3 ‘19 Average TGE / TEGP Price $29.00 $31.80 $27.92 $20.36 $15.25 $21.53 $23.89 $24.66 $27.48 $26.40 $25.96 $25.03 $22.36 $21.21 $22.16 $23.71 $22.54 $23.60 $23.70 $19.40 Less: TGE / TEGP Return of Capital per Share (5.24) (5.24) (5.24) (5.17) (5.02) (4.85) (4.64) (4.40) (4.13) (3.86) (3.57) (3.23) (2.87) (2.58) (2.18) (2.18) (1.79) (1.38) (0.86) (0.43) Average TGE Basis $23.76 $26.56 $22.67 $15.19 $10.23 $16.68 $19.25 $20.27 $23.35 $22.54 $22.39 $21.81 $19.49 $18.64 $19.98 $21.53 $20.76 $22.23 $22.84 $18.97 Proposed Consideration $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 Less: Average TGE Tax Basis (23.76) (26.56) (22.67) (15.19) (10.23) (16.68) (19.25) (20.27) (23.35) (22.54) (22.39) (21.81) (19.49) (18.64) (19.98) (21.53) (20.76) (22.23) (22.84) (18.97) Net Capital Gain per Share ($1.31) ($4.11) ($0.22) $7.26 $12.22 $5.77 $3.20 $2.18 ($0.90) ($0.09) $0.06 $0.64 $2.96 $3.81 $2.47 $0.92 $1.69 $0.22 ($0.39) $3.48 Capital Gain Rate 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Average Tax Liability at $22.45 per Share $— $— $— $1.45 $2.44 $1.15 $0.64 $0.44 $— $— $0.01 $0.13 $0.59 $0.76 $0.49 $0.18 $0.34 $0.04 $— $0.70 95,386,194 TGE Class A Shares issued as consideration for the MLP Buy-In Source: Public filings 1. From IPO date of May 7, 2015 through June 30, 2015 2. TGE price of $22.16 per share as of the MLP Buy-In completion on June 30, 2018 91
Preliminary Draft –Subject to Change C. Overview of TGE by Business Segment


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Preliminary Draft –Subject to Change Overview of TGE by Business Segment Other Natural Gas Transportation (“Non-REX Natural Gas Transportation”) Tallgrass Interstate Gas Transmission, LLC (“TIGT”) Trailblazer Pipeline Company LLC (“Trailblazer”) ï® TIGT owns and operates approximately 4,641 miles of ï® On April 1, 2014, TEP completed the acquisition of natural gas transportation pipelines serving Wyoming, Trailblazer, which owns the Trailblazer Pipeline, from Colorado, Kansas, Missouri and Nebraska Tallgrass Development, LP (“Tallgrass Development”) for total consideration of approximately $164 million ï,„ Approximately 2.0 billion cubic feet per day (“Bcfd”) of transportation capacity with approximately 80.0% of ï® Trailblazer is a 465-mile, FERC-regulated natural gas capacity under firm contract1 pipeline that begins along the border of Wyoming and Colorado and extends to Beatrice, Nebraska ï® TIGT also owns the Huntsman Natural Gas Storage Facility, located in Cheyenne County, Nebraskaï,„ Total system design capacity of approximately 902 million cubic feet per day (“MMcfd”), a majority of whichï,„ Approximately 16.0 billion cubic feet (“Bcf”) of FERC- 1 is under firm transportation contracts with a weighted-certificated working gas storage capacity average remaining life of approximately five years as of December 31, 2018 Non-REX Natural Gas Transportation EBITDA ($MM) Non-REX Natural Gas Transportation Map $89.8 $89.7 $87.9 $84.1 $82.0 Cheyenne $78.9 Beatrice $75.8 Legend TIGT Trailblazer 2017A 2018A 2019E 2020E 2021E 2022E 2023E Compressor Station Huntsman Storage Facility Source: TGE investor presentations, website and public filings 1. As of December 31, 2018 92
Preliminary Draft –Subject to Change Overview of TGE by Business Segment Tallgrass Midstream, LLC (“TMID”) ï® TMID owns and operates one natural gas and one crude oil gathering system, two natural gas processing plants, two NGL pipelines and one fractionator in the Powder River Basinï,„ Combined natural gas processing capacity of approximately 190 MMcfd ï,„ The Casper Processing Plant has 3.5 thousand barrels per day (“MBpd”) of NGL fractionation capacity ï,„ The NGL pipelines connect a third-party processing plant in Northeast Colorado to an interconnect with Overland Pass Pipeline (owned by The Williams Companies, Inc. and ONEOK, Inc. (“ONEOK”)) and the Douglas Processing Plant to an interconnect with ONEOK’s Bakken NGL Pipeline ï,„ TEP acquired the Douglas Natural Gas Gathering System from DCP Midstream Partners, LP for cash consideration of approximately $128 million in June 2017 ï,„ In August 2017, TEP acquired Outrigger Energy LLC’s crude oil gathering system in the Powder River Basin for approximately $36 millionï® TMID also owns a natural gas treating facility located in West Frenchie Draw, WY TMID EBITDA ($MM) TMID Map Benefit of approximately $89 million of growth capital expenditures primarily Legend attributed to connecting new wells and building out the gathering system $51.1 TMID Natural Gas Gathering $49.8 TMID Crude Oil Gathering $47.1 Compressor Station $41.5 Processing Plant Treater $33.0 $31.1 West Frenchie Draw Treater $20.7 2017A 2018A 2019E 2020E 2021E 2022E 2023E Casper Douglas Processing Plant Processing Plant Source: TGE investor presentations, website and public filings 93


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Preliminary Draft –Subject to Change Overview of TGE by Business Segment BNN Water Solutions, LLC (“BNN”) ï® In Q4 2013, TEP entered into a joint venture agreement with BNN Energy LLC to invest in the construction and operation of a fresh water transportation pipeline located in Weld County, CO ï,„ In Q2 2014, TEP expanded the joint venture by combining its 50.0% interest in a freshwater transportation pipeline in Weld County, CO, with the 50.0% interest of its joint venture partner into a newly formed entity, BNN Water Solutions, LLC, which is also engaged in wastewater reclamation from municipalities in Texas Transaction Date Basin Value ($MM) Commentary Additional 12.0% Equity Interest in BNN May 20, 2015 N/A $0.6 Acquired an additional 12.0% equity interest in BNN from NR2, LLC The acquisition of Whiting Oil & Gas Corporation’s Redtail Saltwater Redtail Water Business December 16, 2015 DJ $75.0 Disposal and Fresh Water Transportation and Storage System in Weld County, CO The acquisition of a 63% interest in freshwater facilities in Weld Freshwater Facilities July 26, 2017 DJ $7.0 County, CO Clarkelen Water Disposal Facility August 2017 Powder River N/A Currently capable of disposing up to 40 MBpd A produced water gathering and disposal system with approximately BNN North Dakota January 2018 Williston $95.0 133,000 acres under dedication NGL Water Solutions Bakken, LLC December 3, 2018 Williston $91.0 Five saltwater disposal wells from NGL Energy Partners LP Owns a 100% interest in Central Environmental Services; seller Marcellus / 92.0% Interest in CES Holdings, Inc May 1, 2019 $52.0 received a 7.65% interest in the acquiring entity, BNN Eastern, LLC Utica and assets include a saltwater disposal facility in Southeastern Ohio BNN EBITDA ($MM) BNN Map $136.3 $136.7 North Dakota Eastern $127.2 $104.7 Great Plains $74.0 Western $43.4 $23.1 Colorado Water 2017A 2018A 2019E 2020E 2021E 2022E 2023E West Texas South Texas Source: TGE investor presentations, website and public filings 94
Preliminary Draft –Subject to Change Overview of TGE by Business Segment Tallgrass Terminals, LLC (“Terminals”) Tallgrass Terminals, LLC and operates assets capacity Terminals Mapï® owns providing storage and additional injection points for Pony Express, including a terminal approximately five miles east of Sterling, CO (the “Sterling Terminal”), a Guernsey South Terminal PRE Guernsey terminal near Buckingham, CO (the “Buckingham Terminal”), a 60% interest in Terminal Deeprock Development, LLC (“Deeprock Development”) and approximately 900 acres of surface real property Guernsey ï,„ The Sterling Terminal is a 1.3 million barrel (“MMBbl”) shell capacity crude oil storage terminal located approximately five miles east of Sterling, CO at Pawnee Terminal the intersection of PXP’s Guernsey-to-Sterling line segment and the Northeast Colorado Lateral (“NECL”) Sterling Terminal ï,„ The Buckingham Terminal is a 42 MBpd crude oil truck unloading terminal located 0.25 miles from Colorado State Highway 14 in Buckingham, CO Natoma Terminal ï,„ The Deeprock Terminal is a 2.3 MMBbl shell capacity crude oil storage terminal located approximately three miles northeast of Cushing, OK Buckingham Terminal • In July 2017, Terminals acquired an additional 49% interest in the Deeprock Terminal Grasslands Terminal • Deeprock Terminal is a joint venture between KMI (11%), Deeprock Energy Resources LLC (20%) and TGE (69%)ï® In January 2018, Terminals acquired a 38% interest in Deeprock North, LLC (“Deeprock North”), which owns a crude oil terminal in North Cushing, OK, immediately adjacent to the Deeprock Development crude oil terminal facility, for $19.5 million Legend Deeprock Terminalï® Immediately following the acquisition, Deeprock North merged into Deeprock PXP Development, increasing storage capacity to 4.0 MMBbl Hereford Lateral ï® On January 3, 2018, Terminals entered into an agreement to acquire a 51% Terminal Cushing interest in a Pawnee, CO crude oil terminal from Zenith Energy Management for approximately $31 million Terminals EBITDA ($MM)ï® In April 2018, the Natoma Terminal, a 0.1 MMBbl facility located in North-Central Kansas, was placed into service and can deliver up to 20 MBpd of $36.0 $36.6 $37.0 $37.6 $38.1 crude oil to PXP $26.7 Terminals recently constructed the approximately MMBbl Grasslands $12.2 ï® 0.3 Terminal, located in Platteville, CO, which was placed in service in Q2 2019, bringing Terminals total storage capacity to approximately 5.9 MMBbls 2017A 2018A 2019E 2020E 2021E 2022E 2023E Source: TGE investor presentations, website and public filings 95


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Preliminary Draft –Subject to Change Overview of Pony Express
Preliminary Draft –Subject to Change Overview of Pony Express Pony Express Pipeline, LLC PXP Map ï® TEP acquired PXP from Tallgrass Development in four transactions for aggregate consideration of over $2.05 billion: (i) 33.3% of PXP for Legend $600.0 million in September 2014; (ii) 33.3% of PXP for $700.0 million in PXP March 2015; (iii) 31.3% of PXP for $743.6 million in January 2016 and Hereford Lateral (iv) the remaining 2.0% interest in February 2018 Terminal Pump Station ï® PXP’s Guernsey-to-Cushing Mainline began commercial service in Guernsey South McPherson Refinery Terminal October 2014 and NECL began commercial service in late April 2015 El Dorado Refinery PRE Guernsey ï® In January 2018, PXP completed connections to Holly Frontier Terminal Corporation’s 135 MBpd El Dorado Refinery and CHS, Inc.’s 100 MBpd Guernsey McPherson Refinery ï® The Platteville Extension is a 55-mile lateral connecting PXP to the Pawnee Terminal Grasslands Terminal and was placed into service in Q2 2018 ï® On May 1, 2019, TGE announced the expansion of PXP’s Mainline Sterling Terminal capacity in addition to the construction of the Hereford Lateral, a 30-mile, 12-inch pipeline from Hereford, CO to Pawnee, CO October 1, TGE announced a binding open season soliciting Natoma Terminalï® On 2019, shipper commitments under a joint tariff between PXP and Iron Horse Buckingham Terminal Pipeline Grasslands ï® On November 5, 2019, TGE announced a capacity expansion of PXP Terminal for approximately 70 MBpd Crude Oil Transportation EBITDA ($MM)1 $336.0 $260.4 $242.7 $231.2 $224.2 $232.4 $240.2 Deeprock Terminal Cushing 2017A 2018A 2019E 2020E 2021E 2022E 2023E Source: TGE investor presentations, website and public filings 1. Includes adjustment of approximately $0.3 million per year to reclassify maintenance capital expenditures per TGE management 96


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Preliminary Draft –Subject to Change Overview of Pony Express Upstream Pipelines ï® For the three months ended September 30, 2019, Pony Express transported an average of 365.3 MBpd versus average contracted capacity of 310.2 MBpd Legend Bluestem Elk Creek Keystone XL Liberty Pipeline Seahorse Cheyenne Connector Hereford Lateral PXP Belle Fourche Butte Hereford Lateral Bridger Length: 30 miles Hiland Diameter: 12-inch Capacity: N/A Guernsey Segment In-Service: N/A Length: 145 miles Diameter: 20-inch Platteville Extension Capacity: 230 MBpd Length: 55 miles In-Service: Sep-14 Diameter: N/A Capacity: 80 MBpd Northern Mainline In-Service: Q2 2018 Length: 285 miles Diameter: 22-24 inches Northeast Colorado Lateral Capacity: 342 MBpd Length: 70 miles In-Service: Sep-14 Diameter: 16-20 inches Capacity: 90 MBpd In-Service: Apr-15 Southern Mainline Length: 260 miles Diameter: 24-inch Capacity: 342 MBpd In-Service: Sep-14 Source: Public filings Note: Capacities exclude the 70 MBpd expansion announced on November 5, 2019 97
Preliminary Draft –Subject to Change Overview of Pony Express Powder River Gateway, LLC (“PRG”) PRG Map ï® In February 2018, TEP entered into an agreement with Silver Creek Midstream, LLC (“Silver Creek”) to form Iron Horse Pipeline, LLC (“Iron Horse Pipeline”) ï® On July 10, 2018, TGE and Silver Creek announced a binding open season to solicit shipper commitments for the Iron Horse Pipeline, in addition to a secured 10-year producer-supported committed transportation contract for 15 MBpd ï® Effective January 1, 2019, TGE and Silver Creek expanded the joint venture through contributions to Powder River Gatewayï® Through the expansion, TGE acquired a 51.0% membership interest in Powder River Gateway, which owns the Powder River Express Pipeline, the Iron Horse Pipeline and two crude terminal facilities in Guernsey, WY ï,„ Approximately 190 MBpd of total transportation capacity across the systems and fully constructed terminal storage capacity of 1.0 MMBbls Guernsey • The Powder River Express Pipeline is a 70-mile, 12-inch pipeline that transports crude oil from the Powder River Basin to Guernsey, WY • The Iron Horse Pipeline is an 80-mile, 16-inch pipeline placed into service May 2019 that Legend transports crude oil from the Powder River Basin to Iron Horse Guernsey, WY Powder River Express Source: TGE investor presentations, website and public filings 98


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Note: Source: 2011 305 2011 383 421 304 500 429 499 Includes 420 516 452 570 Bakken the 2012 Drillinginfo 530 2012 707 and 530 755 539 630 Overview following 539 573 2012 527 695 718 Shale 557 649 – of counties: BakerHughes 562 2014 693 693 2013 587 778 551 609 778 Billings 814 629 814 Bakken 710 Bakken 2014 624 Pony (ND), 2014 624 Activity 610 500 437 500 Divide 314 538 Shale 289 Shale 538 and (ND), 2015 293 2015 378 123 378 144 218 Dunn 218 2016 177 Spuds 190 (ND), 166 205 2016 190 255 Permits Express 261 192 286 219 Golden 2017 261 289 358 Production 314 2017 321 343 Valley 308 2018 361 335 438 365 (ND), 413 310 383 356 2019 367 406 McKenzie 2019 271 (ND), 99 Mountrail 133 200 400 600 800 1,000 1,200 1,400 1,600 (ND), 2011 144 — 156 2011 Richland 161 2012 163 (MT) 176 177 and 168 2012 2013 163 Bakken 155 149 Bakken 2013 Williams 146 Shale 152 (ND) 2014 157 165 Shale 2014 164 124 Crude 2015 78 65 2015 Oil 57 2016 38 24 Historical 27 2016 30 2017 35 43 Active 49 2017 Production 47 Subject 48 to 2018 54 Rigs Preliminary 53 2018 50 (MBpd) Draft 2019 54 Change – 56 2019 51 51
Preliminary Draft – Subject to Change Crude Oil Spot Prices as of December 16, 2019 Cushing WTI $60.21 U.S. Gulf Coast Light Sweet 64.21 Patoka WTI 1 61.21 Brent (East Coast) 67.13 Pony Express Pipeline Via True Companies and Kinder Morgan Double H Operator Tallgrass Energy, LP 2019E Takeaway Capacity—Bpd 368,000 End Markets Cushing, OK Rate Estimate – ($/Bbl) ($4.28) Netback (Cushing WTI) $55.93 Alternative Basin Takeaway (In Order of Highest Netback) Enbridge Mainline North Dakota / Bakken Expansion Program Operator Enbridge Inc. 2019E Takeaway Capacity—Bpd 285,000 End Markets Clearbrook, MN; East Coast Rate Estimate – ($/Bbl) ($1.63) Netback (East Coast) $65.50 Plains Bakken North Operator Plains All American, L.P. 2019E Takeaway Capacity—Bpd 40,000 End Markets Clearbrook, MN; East Coast Rate Estimate – ($/Bbl) ($1.63) Netback (East Coast) $65.50 DAPL Operator Energy Transfer LP 2019E Takeaway Capacity—Bpd 600,000 End Markets Patoka,IL; Gulf Coast Rate Estimate – ($/Bbl) (Patoka, IL) ($5.57) Netback (Patoka, IL) $55.64 Rate Estimate – ($/Bbl) (Gulf Coast) ($6.90) Netback (Gulf Coast) $57.31 Bakken Rail Loading Facilities Operator Various 2019E Takeaway Capacity—Bpd 1,305,000 End Markets West Coast; East Coast Rate Estimate – ($/Bbl) ($12.50) Netback (East Coast) $54.63 Competing Bakken Crude Oil Takeaway Pipelines Source: FERC, Public filings 1. Assumes a $1.00 differential to Cushing WTI spot price Overview of Pony Express 100 Guernsey Patoka Cushing Legend Hereford Lateral PXP Belle Fourche Bridger Butte Dakota Access Pipeline (“DAPL”) Enbridge Hiland Plains


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Preliminary Draft – Subject to Change Overview of Pony Express Overview of Proposed DAPL Expansion Overview DAPL Map ï® In October 2014, Energy Transfer Partners LP (“Energy Transfer” or “ETP”) and P66 announced construction of the 75/25 DAPL joint venture, a 1,158-mile crude oil pipeline extending from Stanley, ND to Patoka, IL ï,„ ETP’s 75% interest is held in Bakken Holdings Company, LLC (“Bakken HoldCo”), through its wholly owned subsidiary, Dakota Access, LLC ï,„ DAPL was placed into service on June 1, 2017 and consists of 12-, 20-, 24- and 30-inch diameter pipe with throughput capacity of 570 MBpd ï® On August 2, 2016, ETP announced the divestiture of a 49% interest in its 75% interest (36.75%) in Bakken HoldCo to MarEn Bakken Company LLC, an entity jointly owned by Enbridge Energy Partners, L.P. and Marathon Petroleum Corporation, for cash consideration of $2 billion ï® On June 20, 2019, Energy Transfer announced its plans to double crude oil throughput capacity to 1.1 MMBpd (the “DAPL Expansion”) ï,„ Energy Transfer anticipates the completion of the DAPL Expansion in late 2020E ï® On July 15, 2019, Energy Transfer announced a binding supplemental open season to solicit additional shipper commitments on DAPL ï® On November 7, 2019, Energy Transfer announced that it had extended and modified the supplemental open season to include HFOTCO as a destination for shippers 101 Patoka Stanley Guernsey Cushing Legend PXP Hereford Lateral DAPL Source: Public filings, Company presentations
Preliminary Draft –Subject to Change Overview of Pony Express Bakken Takeaway and Production Projected Throughput Volume and Takeaway Capacity (Bpd) 3,500,000 September 2019 Production: 3,000,000 1.4 MMBpd 2,500,000 2,000,000 1,500,000 1,000,000 500,000 — 2016A 2017A 2018A 2019E 2020E 2021E Local Refineries1 Butte Butte Expansion Enbridge Mainline North Dakota Enbridge Bakken Expansion Plains Bakken North Kinder Morgan Double H DAPL DAPL Expansion Bridger Expansion Rail Loading Facilities Crude Oil Production – EIA High Crude Oil Production – NDPA Low Crude Oil Production – NDPA Source: North Dakota Pipeline Authority (“NDPA”), Wall Street research and EIA 1. Includes Tesoro Mandan Refinery, Dakota Prairie Refinery and Davis Refinery 102


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Note: 522 612 DJ Source: 2011 2011 591 739 598 824 Includes 543 630 the 555 626 Drillinginfo 2012 498 2012 636 Basin and 393 438 – following 328 492 Overview 2013 306 2013 640 348 664 of 376 632 counties: BakerHughes 409 724 416 521 Activity 2014 490 2014 703 DJ Arapahoe 521 DJ 694 550 1,105 and Pony (CO), 2015 476 2015 973 Basin 370 Basin 802 424 785 Adams 354 1,290 2016 202 2016 1,027 (CO), 182 Spuds 1,054 230 928 Permits 387 948 Express Laramie 2017 455 2017 1,069 Production 451 1,250 490 1,270 (WY), 426 743 2018 378 2018 615 Morgan 359 702 316 1,003 (CO) 216 1,774 2019 49 2019 886 and 18 366 Weld 34 371 (CO) 103 2011 7 — 100 200 300 400 500 600 10 11 2011 10 2012 11 14 2012 17 DJ 15 2013 16 DJ 21 2013 26 Basin 26 2014 32 Basin 34 2014 38 Crude 39 2015 27 Oil 21 2015 23 22 Historical 2016 17 12 2016 15 19 Active 22 2017 25 Production 26 2017 Subject 23 Rigs 23 to 2018 24 Preliminary 25 2018 (MBpd) 27 Draft 2019 29 Change – 27 2019 23 19
Note: Source: 2011 83 2011 699 91 601 236 636 Includes 134 543 Powder 77 647 the Drillinginfo 2012 90 2012 459 and 119 494 following 136 515 Overview 93 538 River 2013 116 2013 644 of 183 503 counties: BakerHughes 142 485 Big 110 534 Powder 2014 126 Powder 2014 678 Basin Horn 210 528 – 132 744 Pony (MT), 60 464 River 2015 38 River 2015 636 80 868 26 767 Campbell 10 Basin 1,370 Basin Activity 2016 10 2016 1,030 (WY), 29 1,131 28 697 and Express 2017 55 2017 1,023 Converse 48 Spuds 1,476 Permits 84 1,165 63 514 (WY), 68 462 2018 67 2018 206 Crook 88 163 93 130 (WY), 2019 87 2019 119 Production 94 190 Johnson 128 308 (WY), 104 Niobrara — 20 40 60 80 100 120 140 160 2011 6 (WY), 8 8 2011 13 Powder 15 2012 16 Powder River 21 2012 22 (MT), 25 Powder 2013 23 River 26 2013 Rosebud 31 31 River 2014 27 Basin (MT), 26 2014 31 21 Basin Sheridan 2015 9 8 2015 Crude (WY) 6 2016 2 Oil and 1 2 2016 7 Historical Weston 2017 7 8 (WY) 10 2017 10 ActiveSubject 9 Production to 2018 13 Preliminary 15 Rigs 2018 15 Draft 18 Change 2019 13 (MBpd) – 15 2019 22


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Preliminary Draft –Subject to Change Overview of Pony Express DJ Basin / Powder River Basin Crude Oil Infrastructure Legend Hereford Lateral Pipelines Guernsey Capacity: N/A PXP Origin / Hereford-to-Pawnee Hereford Lateral Destination: Grand Mesa / Saddlehorn 52.0 MBpd Miles: 30 Jayhawk Operator: Tallgrass Kansas Pipeline System Keystone Platte PXP Rocky Mountain Crude Capacity: 400 MBpd White Cliffs Origin / Guernsey-to-Cushing Refineries 98.0 MBpd Destination: CHS McPherson Miles: 705 CVR Coffeyville Operator: Tallgrass HollyFrontier Cheyenne HollyFrontier El Dorado 2 HollyFrontier Tulsa Grand Mesa / Saddlehorn Phillips 66 Borger Capacity: 340 MBpd 110.0 MBpd Phillips 66 Ponca City Origin / Platteville-to-Cushing Suncor Commerce City Destination: 135.0 MBpd Valero McKee Miles: 550 Operator: NGL Energy Partners 132.0 MBpd White Cliffs Jayhawk Capacity: 180 MBpd1 Capacity: 140 MBpd 220.0 MBpd 125.0 MBpd Origin / Platteville, CO-to- Origin / Various Destination: Cushing, OK 200.0 MBpd 180.0 MBpd Destination: Miles: 527 Cushing Miles: 1,200 Operator: Energy Transfer Operator: CHS Inc. Rocky Mountain Crude Platte Keystone Kansas / Oklahoma Gathering System Capacity: 280 MBpd Capacity: 164 / 145 MBpd Capacity: 590 MBpd Capacity: 560 MBpd Origin / Guernsey-to-Commerce City Origin / Casper-to-Guernsey / Origin / Various Origin / Various Destination: Destination: Guernsey-to-Wood River Destination: Destination: Miles: 54 Miles: 933 Miles: 2,687 Miles: 460 Operator: Rocky Mountain Crude Oil LLC Operator: Enbridge Inc. Operator: TC Energy Operator: Energy Transfer Source: Public filings Note: Refinery capacity is total capacity per day 1. Capacity of two 12-inch crude pipelines 2. Saddlehorn – Grand Mesa Pipeline is owned 62.5% by Saddlehorn Pipeline Company, LLC (40% by Magellan Midstream Partners LP, 40% by Plains All American Pipeline LP, and 20% by Anadarko Petroleum Corp.) and 37.5% by NGL Energy Partners, LP 105
Preliminary Draft –Subject to Change Overview of Pony Express DJ Basin / Powder River Basin Assets – Takeaway Supply / Demand DJ Basin / Powder River Basin Crude Oil Supply Versus Capacity (MBpd) 2,000 1,800 $2.30 to $2.63 1,600 to Cushing, OK1 1,400 $4.30 to $5.67 to Cushing, OK2 1,200 $4.30 to $5.67 to Cushing, OK2 1,000 $2.00 to $2.22 to Wood River, IL3 800 $3.69 to $4.56 to Cushing, OK4 600 400 $2.00 to $5.48 to Cushing, OK5 200 $3.45 to $3.80 to Commerce City, CO6 — 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E Local Refineries White Cliffs Pony Express Pipeline Platte Grand Mesa Saddlehorn Saddlehorn Expansion Liberty Pipeline Crude Oil Supply7 Source: Wall Street research and public filings Note: Pony Express includes an additional 60 MBpd in 2019E from pumps and DRA resulting in total capacity of 420 MBpd 1. Assumes a build multiple of 7.0-8.0x, 80% EBITDA margin and 85% utilization on 350 MBpd 2. Assumes $4.2995 to $5.6745/Bbl pipeline tariff to Cushing, OK 3. Assumes $2.00 to $2.22/Bbl pipeline tariff from Guernsey, WY receipt point to various delivery points ending at Wood River, IL 4. Assumes $3.6903 to $4.5563/Bbl pipeline tariff to various delivery points ending at Cushing, OK 5. Assumes $2.00 to $5.48/Bbl pipeline tariff to Cushing, OK 6. Assumes $3.45 to $3.80/Bbl trucking cost to Suncor’s Commerce City Refinery 7. Crude Oil Supply includes volumes from in-basin production as well as volumes from pipelines terminating in the basin 106


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Preliminary Draft –Subject to Change Overview of Pony Express Overview of Liberty Pipeline Overview Liberty Map ï® On November 9, 2018, Phillips 66 (“P66”) and Bridger Pipeline LLC (“Bridger”) announced a proposal to build Liberty Pipeline LLC (“Liberty”), a 24-inch, 350 MBpd crude oil transportation pipeline from the Rockies and Bakken regions to Cushing, OK ï,„ Concurrently, Liberty announced an open season for the proposed pipeline beginning November 12, 2018ï® On June 10, 2019, P66 and Bridger announced the formation of a 50/50 joint venture to construct Libertyï,„ Liberty shippers are expected to receive Gulf Coast connectivity via the P66 and Plains All American Red Oak Pipeline, which extends from Cushing, OK to Corpus Christi, Ingleside, Houston and Beaumont, TX ï,„ Liberty is underpinned with long-term shipper volume commitmentsï,„ The anticipated project cost is approximately $1.6 billion (7.0x to 8.0x build multiple)ï,„ Initial service is expected first half of 2021E ï® On July 3, 2019, Liberty launched a supplemental open season seeking additional shipper commitments Legend Hereford Lateral ï® On November 9, 2019, Liberty announced an open Pony Express season commencing on November 12, 2019 Liberty Source: Public filings and company website 107
Preliminary Draft –Subject to Change Overview of Pony Express Overview of Saddlehorn Expansion Overview Saddlehorn Map ï® On July 1, 2019, Saddlehorn Pipeline Company, LLC, a Ft. Laramie, WY 40/40/20 joint venture between Magellan Midstream Partners, L.P., Plains All American, L.P. (“Plains”) and Western Gas Partners, LP (“Western”), announced the expansion of the Saddlehorn Pipeline (“Saddlehorn”), a 20-inch, 550-mile crude oil transportation pipeline from the DJ Basin and Powder River Basin to Cushing, OK and a new origin point in Ft. Laramie, WY by leasing capacity on third-party pipelines ï,„ In connection with the expansion, Saddlehorn launched an open season to solicit long-term volume commitments ï,„ The expansion would increase Saddlehorn’s capacity by 60 MBpd (further expandable up to 100 MBpd of total new capacity), from 190 MBpd to 250 MBpd, through the addition of incremental pumps and storage capabilities with the higher capacity expected to be available in late 2020E • In the second half of 2019E, Saddlehorn expects Legend approximately 124 MBpd of crude oil throughput, which is on pace to be 63.5% higher than 2018 Hereford Lateral throughput of approximately 75 MBpd Pony Express Leased Third-Party Capacity Saddlehorn Source: Public filings and company website 108


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Preliminary Draft –Subject to Change Overview of Pony Express Pony Express – Operations Overview ï® Bakken Light Sweet (BLS) 40° – 46° API Sulfur <0.20% Originates at Guernsey ï® Niobrara (NIO) 34° – 42° API Sulfur <0.42% Originates at Guernsey and NECL Crude Qualityï® Mixed Sweet (MXS) 30° – 38° API Sulfur <0.50% Originates at Guernsey ï® Pony Express Light (PXL) 47° – 57° API Sulfur <0.20% Originates at Platteville, Buckingham and Guernseyï® Kansas Uplift (KSU) 28° – 35° API Sulfur <0.80% Originates at Natoma Batch Sizeï® 50,000 barrels minimum batch size Pony Express ï® Each segment can reach approximately 30% uplift with drag reducing agents (“DRA”) Mainline Capacity ï® Two 24-inch lines to the Southern Cushing Complex and direct connections to North Cushing Rose Rock and Blue Knight terminalsï® P66 Ponca City Refinery Connectivity ï® Holly Frontier El Dorado Refineryï® CHS McPherson Refineryï® Spare unit at Guernsey for redundancy ï® Can optimize pump station utilization with DRA Pump Stations ï® Stations utilize three different motor types â–º TGE has one spare of each type at all times Transport Timeï® 7 day Guernsay to Cushing: Common Stream and linefill allow for barrel in / barrel out deliveries Source: Public filings and company website 109
Preliminary Draft –Subject to Change Overview of Pony Express FERC Tariffs and Initial Contracts ï® Pony Express’ commercial operations are governed by two joint FERC tariffs and three local FERC tariffs Joint Tariffs Belle Fourche (“BFPL”) Hiland ï® Tariff Highlightsï® Tariff Highlights ï,„ Shippers pay one joint rate which is split among tariff partnersï,„ Shippers pay one joint rate which is split among tariff partnersï,„ Partners: Belle Fourche Pipeline Company / Bridger Pipeline, LLCï,„ Partner: Double H Pipeline (Hiland)ï,„ Receipt points in Williston Basin, Powder River Basin and Eighty-ï,„ Receipt points in Williston Basin and Baker, MT Eight Oil LLC (“88 Oil”) Terminalsï,„ Batched transportation service ï,„ Batched transportation serviceï,„ Quality requirements: <30cSt, 28–52° API, <=0.5% sulfurï,„ Quality requirements: <30 Kinematic Viscosity @ 100°F (“cSt”),ï® Contracts 28–52° API, <=0.5% sulfur ï,„ 51,000 Bpd committed and expires in March 2020ï® Contracts ï,„ Committed joint rates range from $5.71/Bbl to $6.28/Bblï,„ 110,000 Bpd committed (50,000 Bpd expiring in October 2019)ï,„ MFN provisions tied to walk-up rate filed with FERC ï,„ Committed joint rates range from $3.93/Bbl to $8.56/Bbl ï,„ Most Favored Nation (“MFN”) tied to walk-up rate filed with FERC (with 10% discount) Local Tariffs Guernsey Local NECL1 Platteville2 ï® Tariff Highlightsï® Tariff Highlightsï® Tariff Highlights ï,„ Receipt points at Guernsey, Wyomingï,„ Receipt points at Buckingham and ï,„ Receipt points at Grasslands Terminal ï,„ Batched transportation service Pawnee stations in northeast Colorado in northeast Colorado ï,„ Quality requirements: <30cSt, 28–52°ï,„ Batched transportation serviceï,„ Batched transportation service API, <=0.5% sulfur ï,„ Quality requirements: <30cSt, 28–42°ï,„ Quality requirements: <30cSt, 28–57°ï® Contracts API, <=0.2% sulfur API, <=0.2% sulfur ï,„ 55,000 Bpd committedï® Contracts ï® Contracts ï,„ Committed rates range from $3.77/Bbl ï,„ 95,900 Bpd committedï,„ Committed rates through PXP Mainline to $4.28/Bblï,„ Committed rates range from $3.99/Bbl range from $2.40/Bbl to $2.87/Bblï,„ MFN tied to walk-up rate filed with to $4.28/Bblï,„ Committed rates to Buckingham station FERCï,„ No MFN provisions range from $0.52/Bbl to $0.63/Bbl Source: TGE managementï,„ No MFN provisions 1. Hereford Lateral volumes transported under NECL tariff 2. Includes Stanchion volumes classified under “Platteville Long Haul” 110


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Preliminary Draft –Subject to Change Overview of Pony Express Throughput and Deficiency Agreement Summary – Pony Mainline Carriers Tallgrass Pony Express Pipeline, LLC ï® Five years following in-service date with one-time renewal option to extend term for an additional five-year period. Shippers Term must notify of renewal not less than 210 days before the end of the initial five-year term ï® Receives favorable rate treatment under a negotiated MFN clause Committed ï,„ BFPL – Shippers will pay the lesser of a negotiated rate or 90.0% of the FERC tariff Shipping Rate ï,„ Hiland – Shippers will pay the lesser of a negotiated rate or the FERC tariff Monthly Throughput ï® Shipper commits to ship an agreed upon monthly minimum volume Commitment Uncommitted ï® Ship incremental volumes above the monthly minimum volume commitment at the committed shipping rate Shipping Rate ï® Shippers maintain a deficiency payment account for all barrels paid for but not shipped Deficiency and ï® Incremental barrels above the monthly minimum volume commitment are paid according to committed shipping rate unless Incremental deficiency payment account holds a positive balance in which case the deficiency payment account is debited for the Payment Account incremental barrel shipment ï® Incremental barrels accrue towards an incremental barrel account that can act as a credit against future deficiency payments Source: TGE management 111
Preliminary Draft –Subject to Change Overview of Pony Express Throughput and Deficiency Agreement Summary – NECL Carriers Tallgrass Pony Express Pipeline, LLC ï® Five years following in-service date with one-time renewal option to extend term for an additional five-year period. Shippers Term must notify of renewal not less than 210 days before the end of the initial five-year term Committed ï® Shippers will pay a negotiated rate Shipping Rate Monthly Throughput ï® Shipper commits to ship an agreed upon monthly minimum volume Commitment Uncommitted ï® Ship incremental volumes above the monthly minimum volume commitment at the committed shipping rate Shipping Rate ï® Shippers maintain a deficiency payment account for all barrels paid for but not shipped Deficiency and ï® Incremental barrels above the monthly minimum volume commitment are paid according to committed shipping rate unless Incremental deficiency payment account holds a positive balance in which case the deficiency payment account is debited for the Payment Account incremental barrel shipment ï® Incremental barrels accrue towards an incremental barrel account that can act as a credit against future deficiency payments Source: TGE management 112


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Preliminary Draft –Subject to Change Overview of Pony Express Crude Oil Transportation Financial Projections – Assumptions ï® The Crude Oil Transportation Projections as provided by TGE management and utilized herein by Evercore, incorporate the following assumptions: ï,„ Crude Oil Transportation includes the following business segments: (i) PXP and (ii) PRG • Revenue per customer contracts and TGE management forecast • Pipeline loss allowance crude oil pricing of $60.00 per barrel • Gas expense of $7.5 million throughout the forecast period • Fixed operations and maintenance expenses of $19.8 million in 2020E increasing to $25.0 million in 2023E • Fixed general and administrative expense of $18.8 million in 2020E increasing to $23.1 million in 2023E • Terminal expenses of $37.3 million in 2020E increasing to $39.5 million in 2023E • Electricity and drag reducing agents costs of $45.4 million in 2020E increasing to $48.1 million in 2023E • Ad valorem taxes of $23.1 million in 2020E increasing to $24.0 million in 2023E • Maintenance capital expenditures of $4.4 million in 2020E increasing to $4.6 million in 2023E • Growth capital expenditures of $5.3 million in 2021E related to additional pump horsepower at PRG Source: TGE management 113
Preliminary Draft –Subject to Change Overview of Pony Express Crude Oil Transportation Financial Projections ($ in millions) ï® The following sets forth selected operating and financial projections for PXP and PRG as provided by TGE management: For Years Ending December 31, Revenue 2020E 2021E 2022E 2023E Transport Revenue $363.0 $375.3 $389.0 $396.9 Plus: Pipeline Loss Allowance 13.2 13.1 13.1 13.1 Total Crude Oil Transportation Revenue $376.2 $388.4 $402.1 $410.0 Operating Expenses Less: Gas Expense ($7.5) ($7.5) ($7.5) ($7.5) Less: Fixed Operations and Maintenance Expense (19.8) (21.1) (23.3) (25.0) Less: Fixed General and Administrative Expense (18.8) (19.7) (21.4) (23.1) Less: Terminal Expenses (37.3) (38.0) (38.8) (39.5) Less: Electricity and Drag Reducing Agents (45.4) (46.2) (47.1) (48.1) Less: Ad Valorem Taxes (23.1) (23.5) (23.9) (24.0) Crude Oil Transportation EBITDA $224.2 $232.4 $240.2 $242.7 Less: Maintenance Capital Expenditures (4.4) (4.4) (4.5) (4.6) Distributable Cash Flow $219.9 $227.9 $235.7 $238.1 Less: Growth Capital Expenditures — (5.3) -—- Total Free Cash Flow $219.9 $222.6 $235.7 $238.1 Source: TGE management 114


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Preliminary Draft –Subject to Change Overview of Rockies Express
Overview of Rockies Express Rockies Express Pipeline, LLC ï® TGE owns a 75.0% interest in REX via: (i) the acquisition of a 25.0% interest from Tallgrass Development for cash consideration of approximately $436 million in May 2016; (ii) the acquisition of an additional 24.99% interest from Tallgrass Development for cash consideration of $400 million in April 2017 and (iii) the acquisition of the remaining 25.01% from Tallgrass Development in February 2018 in exchange for TEGP units valued at approximately $400 millionï,„ REX is 25.0% owned by P66ï® REX is an approximately 1,712-mile, 36-inch to 42-inch pipeline with bi-directional design capacity of 1.8 Bcfd West-to-East from Opal, WY, and Meeker, CO, to Clarington, OH, and 2.6 Bcfd East-to-West from Clarington, OH, to Audrain County, MO ï® In July 2017, TEP received its proportionate distribution from REX from the REX DCF Attributable to TGE ($MM) receipt of a $150 million cash payment from Ultra Resources, Inc. as part of Roll-off of original 10-year West-to- settlement for a $303 million breach of contract claim (also included new East contracts in November 2019 seven-year firm transport agreement) $502.4 $465.0 ï® REX is operated by Tallgrass NatGas Operator, LLC (“Tallgrass NatGas”), a $392.0 $356.2 $357.2 $353.7 $352.1 wholly owned subsidiary of TGE ï® Tallgrass NatGas receives a management fee of 1.0% of the EBITDA from REX as compensation for its services 2017A 2018A 2019E 2020E 2021E 2022E 2023E REX Map Opal Wamsutter Cheyenne Clarington Meeker Lebanon Legend REX Mexico Cheyenne Connector Cheyenne Hub Compressor Station Source: TGE investor presentations, Public filings 115


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ï® REX was initially designed to transport natural gas from the Rockies to Midwest and Northeast marketsï,„ West-to-East throughput capacity of 1.8 Bcfdï,„ Majority of original contracts were at rates of $0.98 per Dth to $1.07 per Dth1 and expire Q4 2019E ï® REX contracted Zone 3 for bi-directional flows with the first East-to-West volumes in June 2014 via the Seneca Lateral which allowed natural gas from the Appalachian Basin to access Midwest, Gulf Coast and Canadian marketsï,„ Initial Zone 3 East-to-West throughput capacity of 1.8 Bcfdï,„ The East-to-West capacity was fully contracted with the majority of contracts having 15- to 20-year terms at rates of $0.35 per Dth to $0.55 per Dthï® REX contracted the Zone 3 Capacity Enhancement Project and completed in-service on January 6, 2017 with the incremental capacity being filled almost instantaneously ï,„ Added 0.8 Bcfd to Zone 3 East-to-West capacity for total East-to-West capacity of 2.6 Bcfdï,„ Secured 15-year contracts for 0.8 Bcfd at a range of $0.45 to $0.61 per Dth Legend REX Cheyenne Connector Cheyenne Hub Compressor Station REX Zone 1 (Entegra) REX Zone 2 (West) REX Zone 3 (East) Opal Wamsutter REX Zone 3 (West) Cheyenne Clarington Meeker Lebanon Mexico Source: TGE management, Public filings 1. Implied weighted average rate of Other West End Shippers 116
Preliminary Draft –Subject to Change Overview of Rockies Express Growth Projects – TGE’s Cheyenne Connector and Hub ï® Cheyenne Connector and Hub Map In Q3 2017, TEP announced binding contracts with Anadarko Petroleum Corporation (“Anadarko”) and DCP Legend Midstream, LP (“DCP”) for an incremental 600,000 Dthd to REX support the Cheyenne Hub Growth Project Cheyenne Connectorï,„ The project consists of the Cheyenne Connector Cheyenne Hub (“REX Cheyenne Connector”), a 70-mile, 36-inch natural gas transportation pipeline and the Cheyenne Hub (“REX Cheyenne Hub”) • The project will facilitate natural gas transport from the DJ Basin to the Cheyenne Hub providing takeaway to markets on REX or other interconnected pipelinesï,„ Both projects received Environmental Assessments in December 2018 and the expected in-service date is Q1 2020E Cheyenne ï,„ Western Midstream Partners, LP (“Western Midstream Partners”) and DCP each hold a one-time option to acquire a minority interest in the REX Cheyenne Connector prior to its in-service dateï® On September 19, 2019, the FERC approved both projects and issued the necessary certificate of public convenience and necessityï,„ TGE had substantially all of the materials for construction on site prior to FERC approvalï® On the October 30, 2019, Q3 earnings call, TGE announced DCP had exercised their 50% option in the Cheyenne Connectorï,„ Concurrently, TGE announced an additional 200,000 Dth of commitments with anticipated project completion in Q2 2019 Source: Public filings 117


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Preliminary Draft –Subject to Change Overview of Rockies Express Historical and Projected Natural Gas Pricing – Zone 1 and 2 Natural Gas Price Forecast ($/MMBtu) Natural Gas Hubs $5.00 Average Differential 2020E $0.30 2021E 0.33 $4.00 2022E 0.30 $3.00 $2.00 $1.00 $— 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E Henry Hub REX West Opal REX West Chicago Cheyenne Overview of End Markets Average Pricing Over Year Ending December 31 as Percent of Henry Hub Hub 2020E 2021E 2022E 2023E 2024E 2025E 2026E SoCal Citygate Cheyenne 77.7% 79.8% 81.2% 80.4% 80.8% 80.8% 80.4% Chicago 95.5% 96.1% 96.6% 97.2% 97.9% 98.2% 98.6% SoCal Border NW Opal Wyoming 88.2% 84.2% 84.3% 83.7% 83.4% 82.5% 82.7% REX West 89.5% 86.9% 87.7% 87.4% 86.8% 86.9% 87.3% SoCal Border 102.4% 99.3% 99.9% 99.7% 100.2% 99.8% 99.0% SoCal Citygate 146.3% 126.4% 128.0% 125.2% 123.5% 122.0% 120.5% Source: SNL 118
Preliminary Draft –Subject to Change Overview of Rockies Express Currently Effective REX Tariffs FTS Reservation Charge ($/Dthd) FTS Maximum Commodity Charge ($/Dth) Maximum Zone 1 Zone 2 Zone 3 Maximum Zone 1 Zone 2 Zone 3 from Zone 1 $0.2325 $0.7744 $1.6511 from Zone 1 $0.0030 $0.0049 $0.0074 from Zone 2 0.7744 0.5419 1.4186 from Zone 2 0.0049 0.0019 0.0044 from Zone 3 1.6511 1.4186 0.8767 from Zone 3 0.0074 0.0044 0.0025 FTS Backhaul Reservation Charge ($/Dthd) FTS Minimum Commodity Charge ($/Dth) Maximum Zone 1 Zone 2 Zone 3 Minimum Zone 1 Zone 2 Zone 3 from Zone 1 $0.1539 N/A N/A from Zone 1 $0.0030 $0.0049 $0.0074 from Zone 2 0.5125 $0.3586 N/A from Zone 2 0.0049 0.0019 0.0044 from Zone 3 1.0927 0.9388 $0.5802 from Zone 3 0.0074 0.0044 0.0025 FTS Fuel Charge (%/Dth) Zone 1 Zone 2 Zone 3 from Zone 1 0.30% 0.48% 0.72% from Zone 2 —% 0.13% 0.37% from Zone 3 0.19% 0.19% 0.19% Source: FERC filings 119


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Preliminary Draft – Subject to Change Overview of Rockies Express Overview – REX Competitive Landscape – Zone 1 and 2 REX Competitor Asset Map – Zone 1 and Zone 2 Legend Cheyenne Connector Hereford Lateral Bluestem Elk Creek Keystone XL Liberty Pipeline Saddlehorn Extension Seahorse PXP REX TIGT Trailblazer Cheyenne Plains Colorado Interstate Grand Mesa / Saddlehorn Kern River Natural Gas Pipeline of America Northwest PEPL Questar Ruby Southern Star TETCO Trans-Colorado Wyoming Interstate 120
Preliminary Draft – Subject to Change Overview of Rockies Express Overview – REX Competitive Landscape – Zone 1 and 2 (cont’d) Source: FERC filings, SNL and company presentations REX Competitors Throughput (Dthd) Capacity Utilization Maximum Pipeline Capacity (Dthd) 3Q ‘19 3Q ‘19 FT Rate ($/Dthd) Owner Rockies Express Pipeline LLC 4,400,000 4,474,605 101.7% $0.2325—$1.6511 Tallgrass Energy, LP / Phillips 66 Cheyenne Plains Gas Pipeline 820,000 565,942 69.0% $0.35153 Kinder Morgan, Inc. Colorado Interstate Gas Company 4,099,000 3,659,285 89.3% 0.29620 Kinder Morgan, Inc. Kern River Gas Transmission Company 2,445,000 2,093,086 85.6% 0.47340 Berkshire Hathaway Inc. Northwest Pipeline Company 3,900,000 1,698,693 43.6% 0.39033 Williams Partners L.P. Questar Pipeline Company 2,530,000 1,220,525 48.2% 0.17385 Dominion Midstream Partners, LP Ruby Pipeline 1,500,000 771,930 51.5% 1.13696 Kinder Morgan, Inc. / Veresen Inc. Southern Star Central Gas Pipeline Inc. 1,270,000 1,257,592 99.0% 0.20540 GE Energy Financial Services / Caisse de dépôt et placement du Québec Tallgrass Interstate Gas Transmission, LLC 1,900,000 693,443 36.5% 0.58000 Tallgrass Energy Partners, LP Trailblazer Pipeline Company, LLC 902,000 1,011,782 112.2% 0.13632 Tallgrass Energy Partners, LP TransColorado Gas Transmission 692,000 224,317 32.4% 0.30639 Kinder Morgan, Inc. Wyoming Interstate Company, L.L.C. 2,736,000 2,603,268 95.1% 0.07928 Kinder Morgan, Inc. 121


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Preliminary Draft – Subject to Change $0.11 $0.33 ($0.20) $— $0.20 $0.40 $0.60 $0.80 $1.00 12/13/14 12/12/16 12/13/18 12/12/20 12/13/22 12/12/24 12/13/26 REX West to Chicago, IL Differential Average (Historical 5 Years) Average (Projected 7 Years) Current REX/MGT Stacked Rate $0.45 Overview of Rockies Express West-to-East Volume Considerations Summary MGT Tariff Information REX West1 to Chicago, IL – Historical and Projected Differentials Receipt and Delivery Receipt: Scotland REX Delivery: Chicago, IL Firm Transportation – Base Rates Maximum Minimum Reservation ($ per Dthd) $0.0632 $— Commodity ($ per Dth) 0.0009 0.0009 ï® REX West-to-East recontracting assumes that approximately 750 MDthd will remain contracted at a rate of approximately $0.35 per Dth upon expiration of currently contracted volumes ï,„ Encana Corporation (“Encana”) contracted 506.0 MDthd at $0.794 per Dth rate through Q1 2024E ï,„ Ultra contracted 200.0 MDthd at $0.367 per Dth rate through 2026E ï® TGE management has indicated that Chicago, IL will remain a key market for these shippers which can be accessed by REX via Midwestern Gas Transmission Pipeline (“MGT”) ï® Over the previous five years, the REX West to Chicago, IL differential has averaged $0.11 per Dth, a $0.21 discount to the forward curve average of $0.33 per Dth over the next seven years ï® Based on the REX recontracted rate from Zone 1 to Zone 2 and the current MGT market rate, transportation costs on REX via MGT total approximately $0.45 per Dth 122 Transportation Cost ($ per Dth) REX Recontracted Tariff (Zone 1 to Zone 2) $0.35 $0.35 Plus: Current MGT Base Tariff2 0.06 0.103 Transportation Cost to Chicago, IL $0.41 $0.45 Source: FERC filings, Company presentations, SNL 1. Historical based on Opal, WY prices 2. Receipt: Scotland REX, Delivery: Chicago, IL 3. Represents approximate market rate per TGE management
Preliminary Draft – Subject to Change Overview of Rockies Express ï® Over the previous five years, the Cheyenne, WY to Chicago, IL differential has averaged $0.31 per Dth; however, the forward curve suggests an increase to an average of $0.44 per Dth over the next seven years versus the REX recontracted rate from Zone 1 to Zone 2 and the current MGT market rate totaling approximately $0.45 per Dth West-to-East Volume Considerations (cont’d) Cheyenne, WY to Chicago, IL – Historical and Projected Differentials $0.31 $0.44 ($0.20) $— $0.20 $0.40 $0.60 $0.80 $1.00 12/13/14 12/12/16 12/13/18 12/12/20 12/13/22 12/12/24 12/13/26 Cheyenne, WY to Chicago, IL Differential Average (Historical 5 Years) Average (Projected 7 Years) Current REX/MGT Stacked Rate $0.45 123 Transportation Cost ($ per Dth) REX Recontracted Tariff (Zone 1 to Zone 2) $0.35 $0.35 Plus: Current MGT Base Tariff2 0.06 0.103 Transportation Cost to Chicago, IL $0.41 $0.45 Source: FERC filings, Company presentations, SNL 1. Receipt: Scotland REX, Delivery: Chicago, IL 2. Represents approximate market rate per TGE management


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Preliminary Draft – Subject to Change Overview of Rockies Express Overview – REX Competitive Landscape – Appalachia REX Competitor Asset Map – Zone 3 Legend Atlantic Coast Mariner East 2X Mountain Valley REX ANR Pipeline Columbia Gas Transmission Dominion Energy Transfer Natural Gas Pipeline of America PEPL Southern Star TETCO Tennessee Gas Pipeline Texas Gas Transco 124
Preliminary Draft – Subject to Change ï® Pipeline takeaway capacity from the Marcellus / Utica has historically been constrained, resulting in large gas price differentials that have negatively impacted drilling economics, particularly in the summer months ï® However, given the slowdown in drilling activity as a result of the decline in wet gas drilling economics and the large number of completed and in-process pipeline expansion and newbuild projects, pipeline capacity has overtaken supply and Wall Street research projects planned pipelines will create excess takeaway capacity from the Marcellus / Utica Overview of Rockies Express Appalachia Basin Production and Pipeline Takeaway Capacity Source: Wall Street research Forecast Production and Pipeline Capacity Pipeline Projects in Development In-Service Capacity Operator Market Date (Bcfd) Pipelines Under Construction PennEast Pipeline UGI East Q1 2021 1,100 Mountain Valley EQM Southeast Q1 2021 2,000 Atlantic Coast D Southeast Q4 2021 1,500 Empire North Project NFG Canada Q4 2020 205 NFG Northern Access 2016—PA to NY NFG East Q3 2022 490 Total Pipelines Under Construction 5,295 Potential Newbuild Pipelines Constitution WMB East Q4 2020 650 Total Potential Newbuild Pipelines 650 Total Under Construction + Potential Capacity 5,945 125 20,000 25,000 30,000 35,000 40,000 45,000 50,000 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E Natural Gas Production and Takeaway Capacity (MMcfd) Pre-2019 (Incl. Rockies Express) Local Demand Rover Tennessee Gas Pipeline Company Columbia Pipeline Group Texas Eastern Transmission Co. Transcontinental Gas Pipeline Co. PennEast Pipeline Mountain Valley Atlantic Coast Empire North Project NFG Northern Access 2016—PA to NY Constitution Marcellus-Utica Natural Gas Production


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Preliminary Draft – Subject to Change Average Pricing Over Year Ending December 31 as Percent of Henry Hub Hub 2020E 2021E 2022E 2023E 2024E 2025E 2026E Chicago 95.2% 96.1% 96.7% 97.4% 98.1% 98.4% 98.8% Dawn 95.7% 95.5% 96.1% 96.4% 96.6% 96.9% 97.1% Dominion South 80.1% 80.6% 78.9% 75.8% 75.4% 75.8% 75.9% Gulf Coast1 96.0% 97.0% 97.1% 97.1% 97.4% 97.5% 97.7% Lebanon 92.7% 93.1% 90.3% 89.3% 88.4% 88.5% 89.6% MichCon 92.4% 92.7% 93.2% 94.1% 94.8% 96.2% 97.7% TCO Pool 85.3% 86.2% 83.4% 82.4% 81.7% 81.9% 83.1% TETCO Market Zone 3 113.2% 110.3% 106.9% 102.4% 100.1% 100.4% 101.6% Average Differential 2020E $0.46 2021E 0.47 2022E 0.51 $— $1.00 $2.00 $3.00 $4.00 $5.00 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E Henry Hub Dominion South Overview of Rockies Express Rockies and Appalachian Basin Natural Gas Transportation Market Dynamics Natural Gas Price Forecast ($/MMBtu) Natural Gas Hubs Overview of End Markets Source: SNL 1. Gulf Coast pricing consists of an average of TETCO ELA, TETCO WLA, ANR – LA and Trunkline LA Chicago MichCon Dawn REX East TCO Pool Dominion TETCO Market Zone 3 Lebanon Henry Hub TETCO WLA ANR LA TETCO ELA 126
Preliminary Draft –Subject to Change Overview of Rockies Express East-to-West Volume Considerations ï® REX East-to-West capacity is nearly fully contracted including the Zone 3 Capacity Expansion Project ï® The forward curve suggests a Dominion South-to-Panhandle Eastern Pipeline differential of $0.17 per Dth and a Dominion South-to-Chicago, IL, differential of $0.49 per Dth over the next seven years versus a REX Zone 3 East-to-West recontracting assumption of $0.19 to $0.23 per Dth to Panhandle Eastern Pipeline and an East-to-West recontracting assumption of $0.19 to $0.23 per Dth plus $0.10 per Dth MGT tariff to Chicago, respectively Dominion South to Panhandle Eastern Pipeline – Historical and Projected Differentials $1.20 Transportation Cost ($ per Dth) East-to-West Assumed Recontracting Rate $0.19—$0.23 $0.90 $0.60 $0.19 $0.30 $— $0.09 ($0.30) $0.17 ($0.60) 12/13/14 12/12/16 12/13/18 12/12/20 12/13/22 12/12/24 12/13/26 Dominion South to Panhandle Eastern Pipeline Differential Average (Historical 3 Years) Average (Projected 7 Years) Projected REX Rate Dominion South to Chicago, IL – Historical and Projected Differentials $1.40 Transportation Cost ($ per Dth) $1.20 East-to-West Assumed Recontracting Rate $0.19 $0.19 $0.23 $0.23 Plus: Current MGT Base Tariff 1 0.06 0.102 0.06 0.102 $1.00 Transportation Cost to Chicago, IL $0.25 $0.29 $0.29 $0.33 $0.80 $0.60 $0.40 $0.48 $0.49 $0.20 $0.29 $--12/13/14 12/12/16 12/13/18 12/12/20 12/13/22 12/12/24 12/13/26 Dominion South to Chicago, IL Differential Average (Historical 3 Years) Average (Projected 7 Years) Projected REX/MGT Stacked Rate Source: FERC filings, SNL 1. Receipt: Scotland REX, Delivery: Chicago, IL 2. Represents approximate market rate per TGE management 127


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Preliminary Draft –Subject to Change Overview of Rockies Express Contract Summary Contract Summary Corporate Credit Rating Average Remaining Active Firm Transportation Percent of Total 1 Shipper Term (Years) Contracts (Dthd) (Dthd) Moody’s S&P 2 Equitable Energy, L.L.C. 14.7 7 900,000 17.6% Baa3 BBB-Encana Marketing (USA) Inc. 13.4 2 706,000 13.8% Ba1 BBB Antero Resources Corp. 20.4 1 600,000 11.7% Ba2 BB Ascent Resources—Utica, LLC 18.6 2 600,000 11.7% B1 B+ ConocoPhillips Co. 9.3 3 445,000 8.7% A3 A Gulfport Energy Corp. 19.1 3 325,000 6.3% B2 B+ BP Energy Co. 5.7 3 205,000 4.0% A1 A-Ultra Petroleum Corporation 7.0 1 200,000 3.9% N/A CCC-Jay-Bee Production Company 14.9 1 150,000 2.9% N/A N/A Occidental Energy Mrkg Inc 5.9 2 140,000 2.7% Baa3 BBB ARM Energy 2.8 3 125,000 2.4% N/A N/A 3 Triad Hunter LLC 11.9 3 100,000 2.0% B2 B-EOG Resources Inc. 10.3 3 93,000 1.8% A3 A-Louis Dreyfus Energy Services 0.4 2 70,000 1.4% N/A N/A Indiana Gas Co.4 14.8 1 60,000 1.2% Baa2 BBB+ Marathon Oil Co. 6.8 2 52,000 1.0% Baa3 BBB Other 5.1 14 349,300 6.8% Rockies Express Pipeline Total 13.2 53 5,120,300 100.0% Selected Credit Analysis Companies Source: FactSet and SNL Note: As of December 13, 2019 1. Weighted by Firm Transportation (Dthd) 2. Subsidiary of EQT Corporation. Reflects parent credit rating 3. Subsidiary of Montage Resources Corporation. Reflects parent credit rating 4. Subsidiary of Centerpoint Energy, Inc. Reflects parent credit rating 128
Preliminary Draft –Subject to Change Overview of Rockies Express Ascent Shipper Overview Moody’s S&P ï® Ascent Resources – Utica, LLC (“Ascent” or “ARU”) Corporate B1 B+ operates approximately 350,000 net leasehold acres in Outlook Positive Negative the Utica Shale in Eastern Ohioï® Ascent had approximately 7,600 Bcfe of proved reserves as of December 31, 2018 S&P Commentary: September 4, 2019 ï® “The negative outlook on ARU reflects weak industry Rockies Express Pipeline Firm Transportation Agreements fundamentals and poor investor sentiment at a time when Average Remaining ARU has more than $1 billion of debt outstanding on its 18.6 years Term1 reserve-based lending facility due December 2021 and $975 million of debt maturing in 2022.” Active Contracts Two ï® “We could lower the ratings if the company were not able Total Daily to extend its debt maturities or if FFO to debt approached 600,000 Dth Transportation 20% for a sustained period…” Ascent Debt Prices Ascent Acreage Map 120.00 110.00 100.00 96.00 90.00 80.00 75.50 70.00 60.00 Jan-19 Feb-19 Mar-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 Dec-19 Legend $975 MM 10.000% Senior Unsecured $600 MM 7.000% Senior Unsecured Notes due 2022 Notes due 2026 Rockies Express Ascent Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of December 13, 2019 1. Weighted by firm transportation volume (Dthd) 129


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Preliminary Draft –Subject to Change Overview of Rockies Express Gulfport Shipper Overview Moody’s S&P ï® Gulfport Energy Corporation (“Gulfport”) operates Corporate B2 B+ approximately 241,000 gross acres in the Utica Shale in Eastern Ohio with production of 1.05 Bcfed through 1H Outlook Stable Stable 2019ï® Actively looking to divest non-core assets and currently S&P Commentary: August 20, 2019 running sell-side process for SCOOP water infrastructure assetsï® “The downgrade reflects weaker-than-anticipated financial measures due to the decline in Henry Hub natural gas Rockies Express Pipeline Firm Transportation Agreements price realizations, weak NGL pricing, and limited above-Average Remaining market hedges beyond 2019.” 19.1 years Term1 ï® “We could raise the rating if the company increases its proved developed reserves and production to levels more Active Contracts Three comparable with higher-rated peers or if FFO to debt Total Daily approaches 45% while maintaining at least adequate 325,000 Dth Transportation liquidity.” Gulfport Debt Prices Gulfport Acreage Map 100.00 95.00 90.00 85.00 80.00 79.44 75.00 70.00 65.00 63.00 60.00 61.40 55.00 59.00 50.00 Jan-19 Feb-19 Mar-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 Dec-19 $350 MM 6.625% Senior Unsecured $630 MM 6.000% Senior Unsecured Legend Notes due 2023 Notes due 2024 $577 MM 6.375% Senior Unsecured $398 MM 6.375% Senior Unsecured Rockies Express Notes due 2025 Notes due 2026 Gulfport Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of December 13, 2019 1. Weighted by firm transportation volume (Dthd) 130
Preliminary Draft –Subject to Change Overview of Rockies Express Ultra Shipper Overview Moody’s S&P ï® Ultra Petroleum Corporation (“Ultra”) operates Corporate N/A CCC-approximately 69,000 net acres in and around the Pinedale and Jonah fields in Southwest Wyoming Outlook N/A Negative S&P Commentary: September 25, 2019 Rockies Express Pipeline Firm Transportation Agreements Average Remaining ï® “The negative outlook reflects our view of Ultra’s capital 7.0 years structure as unsustainable, and we believe the company Term may attempt additional debt exchanges or repurchases Active Contracts One over the next six months.” ï® “With production now set to decrease at base decline Total Daily rates, the company’s debt burden appears increasingly 200,000 Dth Transportation unsustainable with gross leverage projected at above 6x over the next two years under our commodity price assumptions.” Ultra Debt Prices 100.00 Ultra Acreage Map 80.00 60.00 40.00 20.00 15.13 9.00 7.00 --Jan-19 Feb-19 Mar-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 Dec-19 $150 MM 6.875% Senior Unsecured $578 MM 9.000% Cash / 2.000% PIK Senior Notes due 2022 Secured 2L Notes due 2024 Legend $225 MM 7.125% Senior Unsecured Rockies Express Notes due 2025 Ultra Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of December 13, 2019 131


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Preliminary Draft –Subject to Change Overview of Rockies Express Montage / Triad Shipper Overview Moody’s S&P ï® Triad Hunter LLC (“Triad”) is a subsidiary of Montage Corporate B2 B-Resources Corporation (“Montage”), which owns approximately 218,000 net undeveloped acres in the Utica Outlook Stable NA Shale and Marcellus Shale ï® Montage had approximately 2,700 Bcfe of proved reserves S&P Commentary: April 4, 2019 as of December 31, 2018 and 2Q 2019 production of 535.5 MMcfed (80.3% natural gas)ï® “Our assessment of Montage’s business risk profile primarily reflects the relatively small size and scale of its Rockies Express Pipeline Firm Transportation Agreements proved reserves and its high exposure to natural gas, Average Remaining which we view less favorably than oil due to its lower price 11.9 years Term1 on an energy equivalent basis.” ï® “We could lower the rating if we expected liquidity to Active Contracts Three deteriorate or believed that FFO to debt would fall and Total Daily remain below 20%...” 100,000 Dth Transportation Montage Debt Prices Montage Acreage Map 120.00 110.00 100.00 90.00 83.25 80.00 70.00 60.00 Legend Jan-19 Feb-19 Mar-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 Dec-19 $510 MM 8.875% Senior Unsecured Rockies Express Notes due 2023 Montage Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of December 13, 2019 1. Weighted by firm transportation volume (Dthd) 132
Preliminary Draft –Subject to Change Overview of Rockies Express EdgeMarc – Bankruptcy Case Study Overview of the Situation EdgeMarc Operating Area Map ï® EdgeMarc Energy Holdings, LLC (“EdgeMarc”) is a private E&P with assets in the Marcellus Shale of Southwest Appalachiaï,„ EdgeMarc was also a contracted shipper on Energy Transfer LP’s (“Energy Transfer”) Revolution Pipeline (“Revolution”), among others ï,„ In 2017, EdgeMarc signed a firm transportation agreement with Rockies Express for 50.0 MDthd that was set to expire in December 2031ï® On September 10, 2018, an explosion occurred on Revolution near Beaver County, PA ï,„ The explosion forced Energy Transfer to shut-in natural gas producing wells contracted on Revolution, including EdgeMarc’s ï,„ Shut-in production from EdgeMarc’s Butler County acreage, combined with firm transport commitments to long-haul pipelines including Rockies Express, constrained EdgeMarc’s ability to generate cash flow Legend ï® EdgeMarc filed for Chapter 11 bankruptcy on May 15, Gas Plant 2019 and submitted first day motions to reject its Blue Racer transportation obligations on numerous pipelines Energy Transferï® EdgeMarc is liquidating its assets through a court- Eureka Pipeline ATEX Pipeline supervised §363 sale process Burgettstown Lateralï® On June 14, 2019, the bankruptcy court approved Dominion EdgeMarc’s request to terminate four firm transportation Mariner East Mariner West agreements, including the agreement with Rockies Rockies Express Express Rover Pipeline ï® On August 28, 2019, the bankruptcy court approved EdgeMarc Acreage EdgeMarc’s sale of natural gas assets in Washington County and Monroe County in Ohio for $50 million Source: Debtwire and company website 133


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – Assumptions ï® The REX Financial Projections as provided by TGE management and utilized herein by Evercore incorporate the following assumptions:ï,„ Contracted volumes and rates based on current and proposed customer contracts which include the following categories: (i) West-to-East and (ii) East-to-Westï,„ West-to-East revenue includes the following assumptions: • Contracted West-to-East transport volume totaling 944 MDthd at a weighted average tariff of $0.5595/Dth • Cheyenne Hub contracts totaling 600 MDthd at a weighted average tariff of $0.0410/Dth • Three five-month seasonal contracts with CenterPoint Energy, Inc. for 60 MDthd each year at a $0.4000/Dth tariff • Zone 1 short-haul transportation contracts totaling 80 MDthd at a weighted average tariff of $0.0500/Dth • Other contracted shippers transport volume totaling 133 MDthd at a $0.2928/Dth tariffï,„ East-to-West revenue includes the following assumptions: • Contracted East-to-West transport volume totaling 1,200 MDthd at a weighted average tariff of $0.5000/Dth • Contracted capacity enhancement projects totaling 750 MDthd at a weighted average tariff of $0.5028/Dth • Additional contracted capacity enhancement projects of 97 MDthd in 2020E at a weighted average tariff of $0.2913/Dth • Three successive Antero Resources East-to-West contracts averaging from 400 to 600 MDthd at a $0.4167/Dth to $0.4500/Dth tariff beginning October 1, 2019 and ending January 19, 2035ï,„ Other revenue of $9.3 million in 2020E increasing to $9.9 million in 2023E ï,„ Operating leases of $29.1 million annually from 2020E through 2023E ï,„ Operating and maintenance expenses of $31.6 million in 2020E increasing to $33.5 million in 2023Eï,„ General and administrative expenses of $22.7 million annually from 2020E through 2023E ï,„ Tallgrass NatGas management fees of 1.0% of EBITDA before management fee decreasing from $6.1 million in 2020E and 2021E to $6.0 million in 2022E and 2023E ï,„ Ad valorem taxes of $85.9 million annually from 2020E through 2023Eï,„ Interest expense of $118.5 million annually from 2020E through 2023E ï,„ Maintenance capital expenditures of $15.9 million in 2020E increasing to $16.9 million in 2023E ï,„ Growth capital expenditures of approximately $40.0 million in 2020E related to additional compression horsepower at Cheyenne Hub Source: TGE management 134
Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – West-to-East Volumes (MDthd) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Volumes (MDthd) Encana Corporation 506 506 506 506 Ultra Petroleum Corporation 200 200 200 200 CenterPoint Energy, Inc. 15 -——-CenterPoint Energy, Inc. 10 15 -—-CenterPoint Energy, Inc. — 10 15 —Zone 1 Shorthaul Transport 80 80 80 80 Other Contracted Shippers 133 133 133 133 Subtotal 944 944 934 919 Cheyenne Hub Occidental Petroleum Corporation 300 300 300 300 DCP Midstream, LP 300 300 300 300 Subtotal 600 600 600 600 Source: TGE management 135


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – East-to-West Volumes (MDthd) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Volumes (MDthd) Ascent Resources – Utica, LLC 450 450 450 450 EQT Corporation 475 475 475 475 Gulfport Energy Corporation 275 275 275 275 Subtotal 1,200 1,200 1,200 1,200 Contracted Capacity Enhancement Project EQT Corporation 250 250 250 250 Ascent Resources – Utica, LLC 150 150 150 150 Jay-Bee Production Company 150 150 150 150 CenterPoint Energy, Inc. 60 60 60 60 Gulfport Energy Corporation 50 50 50 50 Triad Hunter LLC 50 50 50 50 Citizens Resources LLC 20 20 20 20 Spire Inc. 20 20 20 20 Subtotal 750 750 750 750 Additional Contracted Capacity Enhancement Project Equinor ASA 12 -——-Columbia Gas of Ohio 35 35 35 9 Triad Hunter LLC 50 50 50 50 Subtotal 97 85 85 59 Antero Resources Corporation 600 449 -—-Antero Resources Corporation — 100 400 400 Antero Resources Corporation -———- Subtotal 600 548 400 400 Source: TGE management 136
Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – West-to-East Rates ($/Dth) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Rates ($/Dth) Encana Corporation $0.79 $0.79 $0.79 $0.79 Ultra Petroleum Corporation 0.37 0.37 0.37 0.37 CenterPoint Energy, Inc. $0.40 $0.40 $0.40 $0.40 CenterPoint Energy, Inc. 0.40 0.40 0.40 0.40 CenterPoint Energy, Inc. 0.40 0.40 0.40 0.40 Zone 1 Shorthaul Transport 0.05 0.05 0.05 0.05 Other Contracted Shippers 0.29 0.29 0.29 0.29 Cheyenne Hub Occidental Petroleum Corporation $0.04 $0.04 $0.04 $0.04 DCP Midstream, LP 0.04 0.04 0.04 0.04 Source: TGE management 137


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – East-to-West Rates ($/Dth) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Rates ($/Dth) Ascent Resources – Utica, LLC $0.50 $0.50 $0.50 $0.50 EQT Corporation 0.50 0.50 0.50 0.50 Gulfport Energy Corporation 0.50 0.50 0.50 0.50 Contracted Capacity Enhancement Project EQT Corporation $0.49 $0.49 $0.49 $0.49 Ascent Resources – Utica, LLC 0.55 0.55 0.55 0.55 Jay-Bee Production Company 0.45 0.45 0.45 0.45 CenterPoint Energy, Inc. 0.58 0.58 0.58 0.58 Gulfport Energy Corporation 0.47 0.47 0.47 0.47 Triad Hunter LLC 0.47 0.47 0.47 0.47 Citizens Resources LLC 0.55 0.55 0.55 0.55 Spire Inc. 0.61 0.61 0.61 0.61 Additional Contracted Capacity Enhancement Project Equinor ASA $0.23 $0.23 $0.23 $0.23 Columbia Gas of Ohio 0.30 0.30 0.30 0.30 Triad Hunter LLC 0.30 0.30 0.30 0.30 Antero Resources Corporation $0.42 $0.42 $0.42 $0.42 Antero Resources Corporation 0.45 0.45 0.45 0.45 Antero Resources Corporation 0.45 0.45 0.45 0.45 Source: TGE management 138
Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – West-to-East Contracted Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Revenue Encana Corporation $147.0 $146.6 $146.6 $146.6 Ultra Petroleum Corporation 26.9 26.8 26.8 26.8 CenterPoint Energy, Inc. $2.2 $— $— $—CenterPoint Energy, Inc. 1.4 2.2 -—-CenterPoint Energy, Inc. — 1.4 2.2 — Zone 1 Shorthaul Transport $1.5 $1.5 $1.5 $1.5 Other Contracted Shippers $14.3 $14.2 $14.2 $14.2 Subtotal $193.3 $192.7 $191.3 $189.1 Cheyenne Hub Occidental Petroleum Corporation $4.5 $4.5 $4.5 $4.5 DCP Midstream, LP 4.5 4.5 4.5 4.5 Subtotal $9.0 $9.0 $9.0 $9.0 Contracted West-to-East Revenue Excluding Cheyenne Hub $193.3 $192.7 $191.3 $189.1 Contracted West-to-East Transport Revenue $202.3 $201.7 $200.3 $198.1 Source: TGE management 139


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – East-to-West Contracted Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Revenue Ascent Resources – Utica, LLC $82.4 $82.1 $82.1 $82.1 EQT Corporation 86.9 86.7 86.7 86.7 Gulfport Energy Corporation 50.3 50.2 50.2 50.2 Subtotal $219.6 $219.0 $219.0 $219.0 Contracted Capacity Enhancement Project EQT Corporation $44.7 $44.5 $44.5 $44.5 Ascent Resources – Utica, LLC 30.2 30.1 30.1 30.1 Jay-Bee Production Company 24.7 24.6 24.6 24.6 CenterPoint Energy, Inc. 12.7 12.7 12.7 12.7 Gulfport Energy Corporation 8.6 8.6 8.6 8.6 Triad Hunter LLC 8.7 8.7 8.7 8.7 Citizens Resources LLC 4.0 4.0 4.0 4.0 Spire Inc. 4.4 4.4 4.4 4.4 Subtotal $138.0 $137.6 $137.6 $137.6 Additional Contracted Capacity Enhancement Project Equinor ASA $1.0 $— $— $—Columbia Gas of Ohio 3.8 3.8 3.8 0.9 Triad Hunter LLC 5.5 5.5 5.5 5.5 Subtotal $10.3 $9.3 $9.3 $6.4 Antero Resources Corporation $91.5 $68.2 $— $—Antero Resources Corporation — 16.4 65.7 65.7 Antero Resources Corporation -———- Subtotal $91.5 $84.6 $65.7 $65.7 Base East-to-West Transport Revenue $459.4 $450.6 $431.6 $428.8 Total Contracted Revenue $661.7 $652.3 $631.9 $626.9 Source: TGE management 140
Subject to Change Overview of Rockies Express REX Financial Projections – Proposed and Expected Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Proposed and Expected West-to-East Transport Proposed and Expected Volumes (MDthd) 736.2 736.3 746.2 761.0 Proposed and Expected Rate ($/Dth) $0.35 $0.35 $0.35 $0.35 Proposed and Expected Revenue $94.4 $94.9 $96.3 $98.5 East-to-West Transport Proposed and Expected Volumes (MDthd) 153.4 216.5 365.0 391.4 Proposed and Expected Rate ($/Dth) $0.19 $0.22 $0.23 $0.22 Proposed and Expected Revenue $10.7 $17.5 $30.5 $32.0 Total REX Revenue West-to-East Transport Contracted West-to-East Revenue Excluding Cheyenne Hub $193.3 $192.7 $191.3 $189.1 Proposed and Expected Revenue 94.4 94.9 96.3 98.5 Contracted Cheyenne Hub Revenue 9.0 9.0 9.0 9.0 Other—Cheyenne Hub 0.5 4.7 6.8 6.8 Total West-to-East Transport Revenue $297.1 $301.3 $303.4 $303.4 East-to-West Transport Contracted East-to-West Revenue $459.4 $450.6 $431.6 $428.8 Proposed and Expected Revenue 10.7 17.5 30.5 32.0 Total East-to-West Transport Revenue $470.2 $468.0 $462.1 $460.7 Total West-to-East Transport Revenue $297.1 $301.3 $303.4 $303.4 Total East-to-West Transport Revenue 470.2 468.0 462.1 460.7 Other Revenue 9.3 9.5 9.7 9.9 Total REX Revenue $776.6 $778.9 $775.2 $774.0 Source: TGE management 141


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Preliminary Draft –Subject to Change Overview of Rockies Express REX Financial Projections – Financial Summary ($ in millions) For Years Ending December 31, 2020E 2021E 2022E 2023E Total REX Revenue $776.6 $778.9 $775.2 $774.0 Operating Expenses Less: Operating Leases ($29.1) ($29.1) ($29.1) ($29.1) Less: Operating and Maintenance Expense (31.6) (32.2) (32.9) (33.5) Less: General and Administrative Expense (22.7) (22.7) (22.7) (22.7) Less: Ad Valorem Taxes (85.9) (85.9) (85.9) (85.9) Less: Management Fee (6.1) (6.1) (6.0) (6.0) Adjusted EBITDA $601.3 $602.9 $598.6 $596.8 Less: Interest Expense (118.5) (118.5) (118.5) (118.5) Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) Distributable Cash Flow $466.8 $468.1 $463.6 $461.4 Less: Growth Capital Expenditures (40.0) -——- Cash Flow to Equity $426.8 $468.1 $463.6 $461.4 REX Distributable Cash Flow (Excluding Management Fee) $466.8 $468.1 $463.6 $461.4 Capital Expenditures Maintenance Capital Expenditures $15.9 $16.2 $16.6 $16.9 Growth Capital Expenditures 40.0 -——- Total Capital Expenditures $55.9 $16.2 $16.6 $16.9 TGE’s 75.0% Equity Interest in REX Adjusted EBITDA $450.9 $452.1 $449.0 $447.6 Distributable Cash Flow (Including Management Fee) 356.2 357.2 353.7 352.1 Capital Expenditures 41.9 12.2 12.4 12.7 Source: TGE management 142
Preliminary Draft –Subject to Change TGE Identified Growth Projects


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Preliminary Draft –Subject to Change TGE Identified Growth Projects Growth Projects – TGE’s Seahorse Pipeline and Plaquemines Liquids Terminal Asset Overview Seahorse and PLT Map ï® On August 1, 2018, TGE announced the joint Legend development with Drexel Hamilton Infrastructure Partners, LP of the Plaquemines Liquids Terminal Cushing, OK Seahorse PLT (“PLT”), an import- / export-capable liquids terminal located near the mouth of the Mississippi River Plaquemines ï,„ PLT is expected to be fully operational by Q2 2020E and is permitted for up to 20.0 MMBbls of Liquids storage capacity Terminal, ï,„ PLT will have the ability to fully load and unload LLC Suezmax vessels, giving customers access to international markets • TGE anticipates a separate offshore extension that would give PLT the added capability to load Very Large Crude Carriers by Q3 2021E ï® On August 1, 2018, TGE announced plans to develop the Seahorse Pipeline (“Seahorse”), a 700-mile, 30-inch, batch-capable crude oil pipeline from Cushing, OK to St. James, LA, with an anticipated in-service date of Q3 2021E ï,„ Seahorse will have 800 MBpd of crude oil transport capacity (initial capacity of 400 MBpd)ï,„ PXP will directly connect into Seahorse, providing Seahorse Powder River Basin producers with extensive Pipeline, LLC downstream market accessï® On August 15, 2018, TGE announced a binding open season, soliciting shipper commitments for crude oil transportation on Seahorseï® On November 26, 2018, TGE signed an agreement with an unaffiliated third-party that has the potential to be an anchor shipper and equity partner in Seahorse St. James, LA ï® TGE announced the 9th open season extension on July 31, 2019 Source: Public filings 143


EX-99.(c)(7)

Exhibit (c)(7)

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The Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC Discussion Materials December 16, 2019
Table of Contents Section Executive Summary I TGE Situation Analysis II Overview of TGE III Valuation of TGE Shares IV A. Historical Growth Capital Expenditure Case B. TGE Financial Projections Appendix A. Weighted Average Cost of Capital B. TGE Shareholder Tax Impact C. Overview of TGE by Business Segment


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These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC, the general partner of Tallgrass Energy, LP (“TGE” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership . These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee of the Partnership. These materials were compiled on a confidential basis for use by the Conflicts Committee of the Partnership in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.
I. Executive Summary


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Executive Summary Overview of the Materials ï® Evercore Group L.L.C. (“Evercore”) is pleased to provide the materials herein to the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC (“TGE GP” or the “General Partner”), the general partner of Tallgrass Energy, LP (“Tallgrass”, “TGE” or the “Partnership”), regarding the proposed acquisition by Blackstone Infrastructure Partners (“Blackstone” or “BIP”), its partners and respective affiliates (collectively, the “Blackstone Consortium”) of all Class A shares representing limited partner interests in the Partnership (each, a “Class A Share”) from the current holders of such shares other than Class A Shares held by the Blackstone Consortium, the General Partner or their respective affiliates (the “Proposed Transaction”), in exchange for $22.45 in cash per Class A Share (the “Proposed Consideration”) ï,„ The Proposed Consideration represents a 56.4% premium to the closing price of $14.35 per Class A Share on August 27, 2019, the day of the Blackstone Consortium’s original offer of $19.50 per Class A Share (the “Initial Offer”), a 22.7% premium to TGE’s 30-day volume-weighted average price (“VWAP”), a 13.4% premium to TGE’s 60-day VWAP and an 8.2% premium to TGE’s 90-day VWAP as of August 27, 2019 • The Proposed Consideration represents a 15.1% increase from the Initial Offer ï® The materials herein review the Proposed Transaction, including the following: ï,„ An executive summary, including an overview of the Proposed Transaction detailing summary proposed terms, an overview of the Partnership’s current summary organizational structure and ownership and certain agreements with TGE management, an analysis of financial metrics implied by the Proposed Transaction, changes since the December 8, 2019 materials presented to the Conflicts Committee and a review of Evercore’s evaluation process ï,„ An overview of TGE’s current market situation ï,„ An overview of TGE including: (i) a review of the financial projections for TGE as provided by TGE management (the “TGE Financial Projections”) and (ii) a review of financial projections for TGE based on the TGE Financial Projections assuming $350.0 million of annual growth capital expenditures (the “Historical Growth Capital Expenditure Case”) ï,„ A valuation of the TGE shares ï,„ In the Appendix, a review of TGE’s weighted average cost of capital, the potential tax impact of the Proposed Transaction to TGE shareholders and a review of TGE’s assets by segment 1
Executive Summary Overview of Proposed Transaction Evercore has been asked by the Conflicts Committee, whether, in Evercore’s opinion, as of the date of the Opinion opinion, the Proposed Consideration is fair, from a financial point of view, to the unaffiliated holders of Requested: Class A Shares ï® Tallgrass Energy, LP Counterparties ï® Blackstone Infrastructure Partners, its partners and respective affiliates ï® The Blackstone Consortium proposes to acquire all publicly owned Class A Shares from the holders of Proposed such shares other than the Blackstone Consortium, the General Partner or their respective affiliates Transaction ï® TGE will cease to be publicly traded Summary be suspended and will not be ï® The dividend with respect to the quarter ending December 31, 2019 will paid if the Proposed Transaction closes ï® Holders of Class A Shares other than the Blackstone Consortium, the General Partner and their Consideration respective affiliates (the “Unaffiliated Class A Shareholders”) will receive $22.45 in cash for each Class A Share held ï® Requires approval of the Conflicts Committee ï® Requires approval from over 50.0% of TGE shareholders, including both Class A Shares and the Class B shares, which hold 100% of the voting power of Tallgrass Energy Holdings, LLC and are exchangeable, together with an equivalent number of Tallgrass Equity, LLC (“Tallgrass Equity”) units, Timing and Approvals for Class A Shares (the “Class B Shares”), owned by the Blackstone Consortium, TGE management and their respective affiliatesï® The Blackstone Consortium owns 100% of the membership interest in Tallgrass Energy Holdings, LLC ï® Requires a minimum of 7.6% of the Unaffiliated Class A Shareholders to approve Otherï® The Proposed Transaction is structured to be taxable to the Unaffiliated Class A Shareholders Source: TGE management and company filings 2


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Executive Summary Summary TGE Organizational Structure Blackstone 100% Tallgrass Energy Holdings, LLC 2 Membership Consortium Interest (“Holdings”) TGE Public Investors 100% Membership Interest Tallgrass Energy GP, LLC 23,652,463 Class A Shares 100,655,121 Class B Shares TGE Management General Partner Interest: 152,334,868 Class A Shares 124,307,584 Total Shares (“Management Not entitled to distributions from TGE 54.15% TGE interest 44.19% TGE interest Member”)2,3 Tallgrass Energy, LP (“TGE”) Market Cap1: $5,145.6 million 3,210,085 Class A Shares 1 1,481,754 Class B Shares Net Debt : $3,435.3 million Credit Rating: BB+ / Ba2 4,691,839 Total Shares 1.67% TGE interest 179,197,416 Tallgrass Equity Units Proposed Target Entity 63.70% controlling and economic interest 102,136,875 Tallgrass Equity Units 36.30% non-controlling and Tallgrass Equity, LLC economic interest (“Tallgrass Equity”) 100% Limited Partner Interest Tallgrass Energy Partners, LP (“TEP”) Tallgrass Energy Finance Corp. Tallgrass MLP Operations, LLC Natural Gas Transportation Crude Oil Transportation Gathering, Processing and Terminalling 100% 100% 75% 100% 100% 100% 100% 100% 100% 100% 100% TIGT TPC REX Tallgrass Tallgrass PXP PRG TMID Tallgrass BNN Stanchion Trailblazer Rockies NatGas Operations, Terminals Stanchion Tallgrass Tallgrass Pony Powder River Tallgrass BNN Water Interstate Gas Pipeline Express Tallgrass LLC Express Gateway, LLC Midstream, Solutions, LLC Energy, LLC Tallgrass Transmission, Company LLC Pipeline, LLC NatGas LLC Pipeline, LLC Terminals, LLC LLC Operator, LLC Source: FactSet and company filings 1. Market data as of December 16, 2019 2. Limited Voting Rights, Exchange Right: One Tallgrass Equity unit and one Class B Share exchangeable for one Class A Share 3. Class B Shares redeemed from Tallgrass KC, LLC by TGE management following Blackstone’s acquisition of TGE interest held by Kelso & Co., The Energy & Minerals Group and Tallgrass KC, LLC announced on January 31, 2019 3
Executive Summary The Blackstone Consortium’s Investment in Tallgrass ($ in millions) Transaction Overview Pro Forma Leverage ï® On January 31, 2019, the Blackstone A Blackstone, GIC, Aï® Blackstone HoldCo $1,155 Term Loan 1 and Other Investors (~44% Interest in TGE) Consortium and Tallgrass announced 100% Membership Interest Blackstone had entered into an agreement with ï,„ Debt: $1,155 affiliates of Kelso & Co., The Energy & Minerals Tallgrass Energy Holdings, LLC 21,751,018 Class A Shares (“Holdings”) 100,655,121 Class B Shares 4 Group and Tallgrass KC, LLC to acquire 100% 43.55% limited partner ï,„ Leverage: ~4.2x of the membership interest in TGE’s general 100% Membership Interest interest ï,„ CFR/CCR: B1 / B+ partner as well as approximately 44% of the TGE PUBLIC TALLGRASS ENERGY GP, LLC limited partner interests in TGE for cash INVESTORS Bï® Tallgrass Energy consideration of approximately $3.2 billion 153,949,530 Class A Partners, LP General Partner Interest: Shares 55.78% limited Not entitled to distributions from TGE partner interestï,„ Debt: $3,2065 3,210,085 Class A Shares ï,„ The Blackstone Consortium acquired: (i) TALLGRASS ENERGY, LP 1,481,754 Class B Sharesï,„ Leverage: ~3.5x 1.67% limited partner interest 100% of the membership interests in the 153,949,530 Tallgrass Equity Units Managementï,„ CFR/CCR: Ba2 / BB+ general partner and (ii) 122,406,139 Class 55.78% controlling and economic interest Member A and Class B Shares, along with the Cï® Rockies Express 122,406,139 Tallgrass Equity 5 TALLGRASS EQUITY, LLC Pipeline LLC corresponding units in Tallgrass Equity, Units 43.55% controlling and economic interest LLC 5 2ï,„ Debt: $2,018 100% Membership Interest B RCF due 2022ï,„ Leverage: 3.0x TALLGRASS ENERGY 4.75% Notes due 2023ï,„ Implied TGE enterprise value of PARTNERS, LP 5.50% Notes due 2024 5.50% Notes due 2028ï,„ CFR/CCR: Ba1 / approximately $10.6 billion BBB- TALLGRASS MLP TALLGRASS ENERGY OPERATIONS, LLC FINANCE CORP. Total Debt (Blackstone ï® The transaction closed on March 11, 2019 C HoldCo + Tallgrass + RCF due 2020 OPERATING 5.625% Notes due 2020 REX) / Total Adjusted SUBSIDIARIES3 7.500% Notes due 2038 6.875% Notes due 2040 EBITDA6: 6.0x Source: Company filings 1. Certain of the minority investors holding Class B Shares and Tallgrass Equity Units do not own membership interests in Holdings 2. Includes (i) a 99.9% limited partner interest held directly by Tallgrass Equity, (ii) a 0.1% limited partner interest held indirectly through Tallgrass Equity Investments, LLC and (iii) a general partner interest held indirectly through TEP GP 3. TGE, the managing member of Tallgrass Equity, and Tallgrass Equity, the sole member of TEP’s general partner, are not guarantors of the 2023 Notes, the 2024 Notes, the 2028 Notes or the revolving credit facility. In addition, partially owned subsidiaries and their direct and indirect subsidiaries are not guarantors of the 2023 Notes, the 2024 Notes, the 2028 Notes or the revolving credit facility 4. Based on TGE 2019E dividend per share of $2.18 and $274.2 million in dividends to Blackstone HoldCo 5. As of December 31, 2018; Rockies Express is unconsolidated at TGE 6. As of December 31, 2018; includes 75% of REX EBITDA and debt 4


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Executive Summary Overview of TGE Management’s Side Letter ï® On January 30, 2019, Prairie GP Acquiror LLC entered into an agreement (the “Management Side Letter”) with certain members of management (each, a “Management Member”) providing rights to the Management Member in the event of a take-private transaction Management Side Letter Key Terms ï® Management Member is subject to a one-year Lockup Period beginning on the closing date, March Lockup Period 11, 2019 ï® In the event of a take-private transaction by the Blackstone Consortium, the Management Member can sell at the higher of (i) the Proposed Consideration offered to the Unaffiliated Class A In the Event of a Take- Shareholders or (ii) $26.25 per Class A Share or Class B Share ($22.43 per Class A share or Class B Private Transaction share less $3.82 per Class A or Class B Share payable at expiration regardless of whether a take-private transaction has occurred or not by the end of the Lockup Period) ï® The Management Member has the opportunity to elect to accept the cash consideration or to Roll-Over Interests convert/exchange/roll-over interests into the privately owned Tallgrass entity on to-be-negotiated terms ï® In the event that a take-private transaction has not occurred by the end of the Lockup Period, the Expiration Blackstone Consortium will pay $3.82 per Class A Share or Class B Share to the Management Member within five business days following the expiration ï® During the Lockup Period, the Management Member must vote any and all Class A and Class B Voting Shares held by such Management Member in a manner consistent with the recommendation of the Board of Directors of TGE GP ï® The Management Member agrees that it will not engage in any activities that compete with Tallgrass Non-Competition in designated businesses and areas effective until June 30, 2020 Source: Company filings 5
Executive Summary Overview of the Proposed Consideration ($ in millions, except per share amounts) Proposed Initial Offer Second Offer Consideration Consideration per Share $19.50 $20.00 $22.45 Implied Premium / (Discount): TGE Unaffected Share Price as of 8/27/19 ($14.35) 35.9% 39.4% 56.4% TGE Current Share Price as of 12/16/19 ($18.29) 6.6% 9.3% 22.7% 10-Day VWAP as of 8/27/19 ($15.52) 25.6% 28.9% 44.6% 20-Day VWAP as of 8/27/19 ($16.77) 16.3% 19.3% 33.9% 30-Day VWAP as of 8/27/19 ($18.30) 6.5% 9.3% 22.7% 60-Day VWAP as of 8/27/19 ($19.80) (1.5%) 1.0% 13.4% 90-Day VWAP as of 8/27/19 ($20.75) (6.0%) (3.6%) 8.2% Total Shares Outstanding 281.3 281.3 281.3 Implied Offer Value (100.0% Basis) $5,486.0 $5,626.7 $6,316.0 Plus: Long Term Debt 3,451.3 3,451.3 3,451.3 Less: Cash (16.0) (16.0) (16.0) Transaction Value $8,921.3 $9,062.0 $9,751.3 Transaction Value / EBITDA 1 Metric 2020E $855.2 / $866.8 10.4x / 10.3x 10.6x / 10.5x 11.4x / 11.2x 2021E 923.6 / 991.8 9.7 / 9.0 9.8 / 9.1 10.6 / 9.8 2022E 978.1 / 1,110.2 9.1 / 8.0 9.3 / 8.2 10.0 / 8.8 (Transaction Value + Capital Expenditures) / EBITDA 1 2020E $855.2 / $866.8 10.8x / 11.3x 11.0x / 11.4x 11.8x / 12.2x 2021E 923.6 / 991.8 10.4 / 10.7 10.6 / 10.9 11.3 / 11.5 2022E 978.1 / 1,110.2 10.2 / 10.3 10.3 / 10.4 11.0 / 11.0 Unaffiliated Class A Shares 155.5 155.5 155.5 Consideration per Class A Share $19.50 $20.00 $22.45 Implied Offer Value to Unaffiliated Class A Shareholders $3,033.1 $3,110.9 $3,492.0 Source: Bloomberg, FactSet, public filings, TGE management 1. Historical Growth Capital Expenditure Case / TGE Financial Projections 6


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Executive Summary TGE Indexed Trading Performance vs. Peers Six Months Preceding Take-Private Offer: Since August 27, 2019 February 27, 2019 to August 27, 2019 30.0% 20.0% 21.2% 10.0% 6.7% 3.7% —% (5.5%) (8.0%) (10.0%) (15.8%) (20.0%) August 27, 2019, after market close: (20.3%) Blackstone Consortium announces (23.6%) Proposed Transaction (30.0%) (31.3%) Six-Month (40.0%) Correlation Price Performance Implied TGE Implied Coefficient1 Peer Since Announcement2 Share Price Premium (50.0%) 0.944 ENLC (23.1%) $11.04 103.4% 0.886 WMB (0.4%) 14.29 57.1% (51.5%) 0.867 ENB 17.4% 16.85 33.2% (60.0%) 0.860 TRGP 15.6% 16.58 35.4% 0.721 PAA (15.1%) 12.18 84.3% Weighted Average 9.4% $15.71 42.9% (70.0%) 2/27/19 4/16/19 6/4/19 7/23/19 9/9/19 10/28/19 12/16/19 TGE CEQP ENBL ENB ENLC KMI PAA TCP TRGP WMB Source: FactSet, Public filings Note: Energy Transfer LP excluded from peer group due to recently announced acquisition of SemGroup Corporation 1. Correlation coefficient of TGE to peer price performance from February 27, 2019 to August 27, 2019 2. Peer unit/share price performance since August 27, 2019 7
Executive Summary Updates to Evercore’s Evaluation Since December 8, 2019 Conflicts Committee Materials ï® Since its materials provided to the Conflicts Committee dated December 8, 2019, Evercore has: ï,„ Incorporated the increased Proposed Consideration of $22.45 per share from the Second Offer of $20.00 per shareï,„ Updated unit and share prices and other data to December 16, 2019 ï,„ Provided an analysis of peer group price targets over time and TGE price targets and EBITDA estimates by broker over timeï,„ Calculated the implied EV / unlevered free cash flow multiple based on the perpetuity growth DCF analysis and the implied EV / EBITDA multiple on the Summary Valuation Analysis ï,„ Adjusted the EBITDA exit multiples for the corporate-level DCF analysis from 8.5x to 10.5x to 9.0x to 11.0x based on Peer Group Trading ï,„ Adjusted the cost of equity range of the Discounted Dividend Analysis based on CAPM from 8.0% to 9.0% to 7.5% to 8.5% given changes in market metrics ï,„ Adjusted the terminal yield range of the Discounted Dividend Analysis from 8.0% to 10.0% to 8.0% to 12.0% based on TGE’s yield since January 1, 2019 and its current yield ï,„ Adjusted the WACC cost of debt based on the yield to worst of the TGE notes due 2028ï,„ Adjusted the WACC for REX from 6.75% to 7.75% to 6.50% to 7.50% ï,„ Adjusted the WACC for Crude Oil Transportation and Stanchion from 7.00% to 8.00% to 6.75% to 7.75%ï,„ Adjusted the WACC for Terminals from 6.75% to 7.75% to 6.50% to 7.50%ï,„ Adjusted the WACC for TMID from 7.75% to 8.75% to 7.50% to 8.50% given changes in market metrics ï,„ Adjusted the EBITDA multiple range of the BNN Peer Group Trading analysis from 5.5x to 7.5x to 6.0x to 8.0x in 2020E given changes in market metrics ï,„ Replaced accrued dividend with cash dividend in the Discounted Dividend Analysis 8


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Executive Summary Evercore Evaluation Process ï® In connection with its review of the Proposed Transaction, Evercore has, among other things: ï,„ Reviewed certain publicly available historical business and financial information relating to the Partnership that we deemed relevant, including as set forth in the Annual Report on Form 10-K for the year ended December 31, 2018, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, and certain Current Reports on Form 8-K, in each case as filed with or furnished to the U.S. Securities and Exchange Commission by the Partnership since December 31, 2018; ï,„ Reviewed certain internal projected financial and operating data and assumptions relating to the Partnership that were prepared and furnished to us by management of the Partnership the (the “TGE Financial Projections”);ï,„ Reviewed a financial scenario, at the request of the Conflicts Committee, based on the Tallgrass Financial Projections and total annual growth capital expenditures of $350.0 million (the “Historical Growth Capital Expenditure Case”), which senior management of the Partnership confirmed represented a more reasonable current assumption with respect to annual growth capital expenditures than is included in the TGE Financial Projections; ï,„ Discussed with management of the Partnership their assessment of the past and current operations of the Partnership, the current financial condition of the Partnership, the prospects of the Partnership and the historical and projected financial and operating data and assumptions relating to the Partnership (including management’s views of the risks and uncertainties of achieving such projections); ï,„ Reviewed the reported prices and the historical trading activity of the Class A Shares; ï,„ Performed a discounted cash flow analysis for the Partnership based on forecasts and other data provided by management of the Partnership; ï,„ Performed a discounted dividends analysis on the Partnership based on forecasts and other data prepared and furnished to us by management of the Partnership; ï,„ Performed a sum-of-the-parts analysis on the Partnership based on the sum of the valuation of each of TGE’s business segments; ï,„ Compared the financial performance of the Partnership and its stock market trading multiples with those of certain other publicly traded partnerships and companies that we deemed relevant; ï,„ Reviewed a draft of the Merger Agreement, dated December 16, 2019; and ï,„ Performed such other analyses and examinations, held such other discussions, reviewed such other information and considered such other factors that we deemed appropriate. 9
II. TGE Situation Analysis


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TGE Situation Analysis Summary Market Data ($ in millions, except per share amounts) Market Capitalization Balance Sheet and Credit Data As of December 16, 2019 As of September 30, 2019 Total Shares Outstanding1 281.3 Cash and Marketable Securities $16.0 Share Price $18.29 Short-Term Debt —Total Equity Value $5,145.6 Long-Term Debt 3,451.3 Plus: Net Debt 3,435.3 Total Debt $3,451.3 Enterprise Value $8,580.9 Net Debt $3,435.3 Historical Growth Capital Plus: Shareholders’ Equity 1,848.9 Expenditure Case / Net Book Capitalization $5,284.2 TGE Financial Projections Consensus Data Revolver Availability / Total Revolver Capacity $782.9 / $2,250.0 Metric Yield/Multiple Metric Yield/Multiple Net Debt / Net Book Cap 65.0% Dividend Yield 2 3 Net Debt / 2020E EBITDA 4.0x2 / 4.0x3 Current $2.20 / $2.20 12.0% / 12.0% $2.20 12.0% Net Debt / 2021E EBITDA 3.7x / 3.5x 2020E 2.25 / 2.25 12.3% / 12.3% 2.20 12.0% 2021E 2.25 / 2.25 12.3% / 12.3% 2.20 12.0% Current Ratings (Senior Unsecured): 2022E 2.25 / 2.26 12.3% / 12.3% NM Moody’s Ba2 (Stable) EV/EBITDA S&P BB+ (Positive) 2020E $855.2 / $866.8 10.0x / 9.9x $867.2 9.9x Fitch BBB- (Stable) 2021E 923.6 / 991.8 9.3 / 8.7 892.7 9.6 2022E 978.1 / 1,110.2 8.8 / 7.7 947.5 9.1 Share Price and Dividend Information $30.00 $2.50 Di $25.00 $2.25 vi ic e r $20.00 $2.00 dend P e har $15.00 $1.75per S S $10.00 $1.50 e har $5.00 $1.25 $— $1.00 6/30/18 9/27/18 12/25/18 3/24/19 6/21/19 9/18/19 12/16/19 Source: FactSet and Partnership filings Dividend per Share Share Price 1. Includes 179.2 million Class A Shares and 102.1 million Class B Shares 2. Based on Historical Growth Capital Expenditure Case 3. Based on TGE Financial Projections 10
TGE Situation Analysis TGE Trading Performance Since the MLP Buy-In 6/30/18: 8/1/18: 11/13/18: 11/26/18: 6/28/19: 8/27/19: TEGP stock-for-unit Announces plans to develop Announces expansion of Announces commercial TGE and Kinder Morgan, Inc. TGE announces merger with TEP closes, Seahorse Pipeline and PXP’s mainline capacity and agreement with (“KMI”) announce joint tariff receipt of take-private forming TGE Plaquemines Liquids associated binding open unaffiliated third-party open season to increase crude proposal from the Terminal season shipper for Seahorse oil capacity out of the Bakken Blackstone Pipeline Formation Consortium for 7/10/18: 8/15/18: 10/15/18: $19.50 per share Announces Announces binding TGE and Silver Creek 1/31/19: 3/11/19: 6/20/19: binding open open season for Midstream, LLC agree BIP enters into a BIP closes Energy Transfer 11/25/2019: season for the Seahorse Pipeline to expand the Powder definitive agreement to purchase of announces the DAPL CEO David Dehaemers Iron Horse River Gateway JV acquire a controlling controlling expansion Jr. retires and steps Pipeline interest in TGE from interest in down as CEO 9/11/18: Kelso & Co., the Energy TGE for 6/10/19: Announces Investment Grade & Minerals Group and approximately Phillips 66 and Bridger credit ratings upgrade from Fitch Tallgrass KC, LLC $3.2 billion announce Liberty Pipeline for TGE and REX $30.00 5/1/19: 25,000 Announces open season for further $27.50 22,500 PXP expansion $25.00 20,000 $22.50 17,500 V l o e $20.00 15,000 umes Shar i ( n t Per $17.50 12,500 ous h rice P $15.00 10,000 and ) s $12.50 7,500 $10.00 5,000 $7.50 2,500 $5.00 --6/30/2018 10/14/2018 1/29/2019 5/16/2019 8/31/2019 12/16/2019 TGE Volume TGE Price Source: FactSet, TGE public filings 11


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TGE Situation Analysis Ratings Agency Commentary Current Ratings Credit Opinion February 25, 2019: Senior Ba2ï® Benefits include its predominantly interstate pipeline asset base with consistent Unsecured: cash flow from long-term transportation contracts and moderate leverageï® PXP is positioned as a competitive crude oil transportation option with access Outlook: Stable to multiple basins, downstream refineries and the Cushing, OK crude oil storage hubï® The contract extension of Continental Resources, Inc. and the development of Iron Horse Pipeline significantly improves PXP’s post-2020 recontractibility Analyst: Sreedhar Konaï® Vulnerabilities include predominately “supply-push” customers, average credit quality of customers is speculative-grade, recontracting risk and cash flow uncertainty for PXP and REX West-to-East February 21, 2019: Senior BB+ï® Excellent business risk profile reflected by the partnership’s fee-based multi- Unsecured: year contracts with over 90% of EBITDA consisting of take-or-pay contractsï® Expectation that the TGE financial policy stays the same, since Blackstone Outlook: Positive Infrastructure Partners is a long-term investor in the partnership ï® Susceptible to a large percentage of PXP’s contracts rolling off within the next 12 to 18 months Analyst: Mike Llanosï® Vulnerability to poor commodity pricing resulting in volumetric decline and contracted customers inability to meet their contractual obligations September 3, 2019: Senior BBB-ï® Expectation that Tallgrass exhibits near-term cash flow and earnings stability Unsecured: with most of its revenue being volume- and commodity price-insensitiveï® Significant steps towards mitigating near-term recontracting risk for REX and Outlook: Stable PXP in 2019 and 2020 through recent projects and contractual extensionsï® Potential events leading to a negative ratings impact include:ï,„ Inability to recontract expiring REX or PXP capacity at rates supportive of maintaining consolidated leverage of 4.8x-5.2x Analyst: Peter Molica ï,„ Negative ratings at REX, or a decline in cash flow up to TEP from REX Source: Moody’s, S&P Global Ratings, Fitch Ratings 12
TGE Situation Analysis Wall Street Research ($ in millions, except per share amounts) Analyst Summary Price Targets Recommendations Pre-Announcement Post-Announcement (Pre-August 27, 2019) (Post-August 27, 2019) Target Target Firm Analyst Date Recommendation Price Date Recommendation Price Buy Piper Jaffray Pearce Hammond 08/01/19 Hold $24.00 12/09/19 Hold $20.00 Hold (3) (9) Baird Ethan Bellamy 04/25/19 Buy 28.00 12/05/19 Hold 20.00 Hold 33% Goldman Sachs Michael Lapides 08/07/19 Hold 18.00 11/05/19 Hold 19.00 (6) 100% Wells Fargo Michael Blum 07/26/19 Hold 25.00 11/04/19 Hold 20.00 67% Citi Timm Schneider 07/21/19 Buy 23.00 11/01/19 Hold 19.50 Barclays Christine Cho 07/25/19 Hold 24.00 10/30/19 Hold 20.00 Stifel Selman Akyol 07/26/19 Buy 26.00 10/30/19 Hold 20.00 TPH Colton Bean 07/24/19 Hold 24.00 10/09/19 Hold 19.50 MUFG Barrett Blaschke 07/25/19 Hold 27.00 08/28/19 Hold 20.00 Mean: $24.33 Mean: $19.78 Median: 24.00 Median: 20.00 Pre-Announcement Post-Announcement Min: 18.00 Min: 19.00 Max: 28.00 Max: 20.00 Dividend per Share Estimates EBITDA Estimates 2.34 2.232.24 2.24$2.252.25 2.232.24 2.24 2.252.25 2.24 2.252.26 2.20 2.20 2.20 2.20 2.20 2.20 $$ $ $$ $$ $ $$ $ $$ $ $ $ $ $ $ 1,110.2 $ 946.6 937.3 964.4 991.8 975.0 978.1 947.5 1.68 1.68 $916.7 923.6$892.7 $904.9 $ $ $ $881.1 $ 866.8867.2 875.4 857.9 $ $ 853.3 838.0 848.0 855.2 $ $ $ $ $ $$$ $ 801.0 $ $ $782.4 $ $ 729.1 $ NA NA NA NA N A NANANA NANANANANA NM NA NA NA NA NA NANA NANANANANA 2020E 2021E 2022E 2020E 2021E 2022E Piper Jaffray Baird Goldman Wells Fargo Citi Barclays Stifel TPH MUFG Historical Growth Capital TGE Financial Consensus Source: TGE management, FactSet, Bloomberg, Company filings Expenditure Case Projections 13


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TGE Situation Analysis Consensus Estimates Peer Group Consensus Price Targets Over Time 20.0% 7.6% 10.0% 3.1% (0.7%) —% (1.7%) (4.0%) (10.0%) (7.0%) (8.9%) (12.4%) (20.0%) (12.4%) (30.0%) (32.1%) (40.0%) (50.0%) Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 CEQP ENBL ENB ENLC KMI PAA TCP TRGP WMB Peer Group Average TGE Broker Price Targets and EBITDA Estimates Over Time Price Targets 2020E EBITDA $30.00 On August 27, 2019, TGE announces receipt of Ä Since take-private proposal from the Aug-19 Sep-19 Oct-19 Nov-19 Current Aug-19 $27.50 Blackstone Consortium for $19.50 per share Piper Jaffray $914.0 $914.0 $852.6 $853.3 $853.3 (6.6%) $25.00 $20.00 Baird NA NA NA NA NA —$20.00 Goldman 1,006.4 1,006.4 1,006.4 1,006.4 946.6 (5.9%) $22.50 $20.00 $20.00 Wells Fargo 940.5 955.0 911.0 881.1 881.1 (6.3%) $20.00 $20.00 $20.00 Citi 902.0 902.0 819.0 819.0 838.0 (7.1%) $19.50 $17.50 $19.50 Barclays NA NA NA NA NA —$19.00 Stifel 869.1 869.1 848.0 848.0 848.0 (2.4%) $15.00 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 TPH 902.3 902.3 782.4 782.4 782.4 (13.3%) Piper Jaffray Baird Goldman MUFG 937.3 937.3 937.3 937.3 937.3 —% Wells Fargo Citi Barclays Stifel TPH MUFG Consensus 914.0 914.0 871.7 867.2 867.2 (5.1%) Source: FactSet, Bloomberg and Wall Street research 14
III. Overview of TGE


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TGE Asset Map Including REX Zone 1 and Zone 2 Overview of TGE Colorado Water Western Great Plains West Frenchie Draw Treater Casper Processing Plant Douglas Processing Plant Asset-Level EBITDA 2019E 15 Legend Cheyenne Connector Hereford Lateral Iron Horse Powder River Express PXP REX TIGT TMID Natural Gas Gathering TMID Crude Oil Gathering Trailblazer BNN Water Solutions Cheyenne Hub Huntsman Storage Facility PXP Pump Station TMID Compressor Station TMID Processing Plant TMID Treater Terminal TIGT Compressor Station Trailblazer Compressor Station Terminals 4% BNN & TMID 11% Non-REX Gas Transportation Pipelines 8% REX 46% Crude Oil Transportation and Stanchion 32% Source: TGE management 1. TGE’s 75% equity interest 1 1
TGE Asset Map Including REX Zone 3 and Additional BNN Assets Overview of TGE Legend REX BNN Water Solutions Additional BNN Assets West Texas South Texas North Dakota Eastern 16


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Rig Counts by Supply Basin Overview of TGE 17 Source: Baker Hughes, Rig Data 1. As of December 13, 2019 U.S. Rig Count by Basin Total U.S. Rig Count Rig Count in TGE Supply Basins TGE Supply Basins 1 1 60 55 52 Mar-19 Jun-19 Current 15 17 11 Mar-19 Jun-19 Current 65 58 41 Mar-19 Jun-19 Current 1 1 454 441 400 Mar-19 Jun-19 Current 78 71 60 Mar-19 Jun-19 Current 1 1 57 53 50 Mar-19 Jun-19 Current 1 70 64 32 Mar-19 Jun-19 Current 1 19 20 17 Mar-19 Jun-19 Current 29 26 20 Mar-19 Jun-19 Current 1 1 1 1,006 967 799 Mar-19 Jun-19 Current 188 176 141 Mar-19 Jun-19 Current
Economics by Supply Basin Breakeven Oil Prices1 Research Commentary Source: Wall Street research 1. Breakeven oil price necessary to achieve 10% IRR “Earlier today, the Cheyenne Connector received FERC approval which will allow incremental residue gas takeaway to come online in Q1 2020 (originally Q4 2019). As we learned from our DJ midstream field trip this week, DCP’s Plant 11 (O’Connor II plant) has been running at a constrained ~100 MMcfd since its early August start-up, well below total capacity of 300 MMcfd (including 100 MMcfd of bypass) as a result of continued tightness in residue gas takeaway. This constraint along with DCP/WES plant maintenance downtime is likely to result in more tempered basin-wide growth in Q3. However, FERC’s approval of TGE’s Cheyenne Connector is the last hurdle for DJ infrastructure debottlenecking, and sets the basin up for meaningful growth in 2020.” – William Featherston, Credit Suisse, 9/20/2019 Overview of TGE “Help is expected for North Dakota’s oil and gas producers, which continue to combat increases in flared gas as output increases in the Bakken Shale…Significant processing and liquids pipeline takeaway capacity has been added since August and more than 600 MMcfd of processing capacity is due to enter service by early 2020.” – Richard Nemec, Natural Gas Intelligence, 9/18/2019 $28 $28 $32 $32 $32 $34 $34 $34 $34 $34 $36 $36 $38 $38 $38 $38 $38 $40 $40 $42 $42 $44 $48 $48 $0 $10 $20 $30 $40 $50 $60 10k-ft Midland LSB/WCA/WCB 10k-ft Delaware Wolfcamp 7.5k-ft Midland LSB/WCA/WCB 7.5k-ft Delaware Wolfcamp Montney Liquids 5.5k-ft Midland LSB/WCA/WCB Leonard/Avalon 5.5k-ft Delaware Wolfcamp Average STACK Bakken (1000 mboe EUR) 2nd Bone Spring SCOOP Oil STACK Over- Pressured Cana Woodford Bakken (600 mboe EUR) Wattenberg Core DuvernayLiquid s200BBL Delaware Wolfcamp (North) Wattenberg Extended Lateral Delaware Wolfcamp (South) Wattenberg Inner / Middle Codell Eagleford Condensate SCOOP Condensate STACK Condensate ($ / Bbl) 18 TGE Supply Basin


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0.4% 3.0% 3.0% (1.2%) 1.4% 3.1% 0.2% 2.8% — 2.0 4.0 6.0 8.0 10.0 12.0 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E U.S. Crude Oil Production U.S. Lower 48 Onshore Crude Oil Production Projections by Basin – 2019E-2033E (MMBpd) Source: EIA 2019E – 2033E Growth Overview of TGE Permian Eagle Ford Bakken DJ / Niobrara Woodford Austin Chalk Utica Other 19 TGE Supply Basin ï® Bakken formation crude oil production is projected to increase by 4.9% from 2019E to 2023E and by 3.1% from 2019E to 2033E ï® DJ basin crude oil production is projected to increase by 4.1% from 2019E to 2023E and by 1.4% from 2019E to 2033E
ï® The TGE Financial Projections and assumptions as provided by TGE management and utilized herein by Evercore, incorporate the following: ï,„ Segment-level EBITDA for each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation, Terminals, TMID, BNN and Stanchion ï,„ Dividends declared per share increasing from $2.25 in 2020E to $2.33 in 2023E as dividend coverage increases from 1.02x to 1.25x over the same period ï,„ Between $758.0 million and $860.0 million of growth capital expenditures in each of 2020E through 2023E • Includes $750.0 million of growth capital expenditures annually through the forecast period for a combination of projects and acquisitions not currently identified (the “Growth Wedge EBITDA”) • Assumes projects and acquisitions are completed at a weighted average EBITDA multiple of 7.5x with 6.3% of EBITDA realized in the year capital expenditures occur, 81.3% of EBITDA realized in the following year and 100.0% of EBITDA realized thereafter ï,„ Growth capital expenditures are funded by a combination of dividend coverage, TGE follow-on equity issuances, borrowings on TGE’s revolver and long-term notes issuances • Assumes TGE issues Class A Shares at an implied dividend per share yield of 7.5% for net proceeds of between $175.0 million and $500.0 million annually • TGE issues $500.0 million in unsecured debt annually from 2020E through 2022E at an interest rate of 5.25% TGE Financial Projections – Assumptions Overview of TGE Source: TGE management 20


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TGE Financial Projections Overview of TGE ($ in millions, except per share amounts) Source: TGE management 1. Includes adjustment of approximately $0.3 million per year to reclassify maintenance capital expenditures per TGE management 2. Dividends accrued in each quarter are paid in cash the following quarter 21 For the Years Ending December 31, 2020E-2023E 2020E 2021E 2022E 2023E CAGR Natural Gas Transportation REX EBITDA to TGE $450.9 $452.1 $449.0 $447.6 (0.2%) Less: REX Interest Expense and Maintenance Capital Expenditures (94.7) (95.0) (95.3) (95.5) 0.3% REX Distributable Cash Flow to TGE $356.2 $357.2 $353.7 $352.1 (0.4%) Non-REX Natural Gas Transportation 84.1 87.9 89.8 89.7 2.2% Total Natural Gas Transportation $440.3 $445.1 $443.5 $441.8 0.1% Crude Oil Transportation Total Crude Oil Transportation EBITDA 1 $224.2 $232.4 $240.2 $242.7 2.7% Gathering, Processing & Terminalling Terminals $36.6 $37.0 $37.6 $38.1 1.4% TMID 41.5 47.1 49.8 51.1 7.2% BNN 104.7 127.2 136.3 136.7 9.3% Stanchion 10.0 10.0 10.0 10.0 —% Total Gathering, Processing & Terminalling EBITDA $192.8 $221.3 $233.7 $235.9 6.9% Total Asset EBITDA $857.3 $898.7 $917.4 $920.4 2.4% Plus: Growth Wedge EBITDA 17.1 100.8 200.8 300.8 NM Less: Corporate G&A (7.7) (7.8) (8.0) (8.1) 2.0% Total EBITDA $866.8 $991.8 $1,110.2 $1,213.1 11.9% Less: Maintenance Capital Expenditures 1 (37.7) (39.8) (42.4) (44.5) Less: Interest Expense (160.0) (186.0) (211.0) (235.0) Cash Available for Dividends $669.0 $765.9 $856.9 $933.6 11.7% Dividends Paid (Accrued) $655.5 $685.0 $704.0 $748.0 Dividends Paid (Cash) 646.4 682.9 701.7 738.8 Average Shares Outstanding 290.8 304.5 312.0 320.4 CAFD / Share $2.30 $2.52 $2.75 $2.91 8.2% Dividends / Share (Accrued) 2.25 2.25 2.26 2.33 1.2% Dividends / Share (Cash) 2 2.24 2.25 2.25 2.32 1.1% Total Dividend Coverage 1.02x 1.12x 1.22x 1.25x CAFD Surplus / (Shortfall) $22.6 $83.0 $155.2 $194.8 Total EBITDA $866.8 $991.8 $1,110.2 $1,213.1 Plus: REX EBITDA to TGE 450.9 452.1 449.0 447.6 Less: REX Distributable Cash Flow to TGE (356.2) (357.2) (353.7) (352.1) Adjusted EBITDA $961.5 $1,086.7 $1,205.5 $1,308.6 10.8%
TGE Financial Projections (cont’d) Overview of TGE ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Sources CAFD Surplus / (Shortfall) $22.6 $83.0 $155.2 $194.8 Equity Issuance 500.0 225.0 175.0 300.0 Senior Note Issuance 500.0 500.0 500.0 — Revolving Credit Facility Draw / (Repayment) (162.6) 33.0 (72.2) 263.2 Cash from / (to) Balance Sheet -———- Total Sources $860.0 $841.0 $758.0 $758.0 Uses REX Expansion Capital $30.3 $— $— $— Powder River Gateway Capital Expenditures — 5.3 -—- TMID Capital Expenditures 27.3 26.3 -—- BNN Capital Expenditures 52.3 59.3 8.0 8.0 Other Growth Capital Expenditures / Acquisitions 750.0 750.0 750.0 750.0 Total Uses $860.0 $841.0 $758.0 $758.0 Capital Structure Cash $16.0 $16.0 $16.0 $16.0 Revolver 1,315.4 1,348.3 1,276.2 1,539.3 4.750% Senior Notes Due 2023 500.0 500.0 500.0 500.0 5.500% Senior Notes Due 2024 750.0 750.0 750.0 750.0 5.500% Senior Notes Due 2028 750.0 750.0 750.0 750.0 New 5.250% Senior Notes 500.0 1,000.0 1,500.0 1,500.0 Net Debt $3,799.4 $4,332.4 $4,760.2 $5,023.4 Net Debt / LTM EBITDA 4.4x 4.4x 4.3x 4.1x Source: TGE management 22


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ï® At the request of the Conflicts Committee, Evercore relied upon the Historical Growth Capital Expenditure Case: ïµ Total growth capital expenditures are reduced to $350.0 million per year from 2020E to 2023E ïµ Dividends are held flat at $2.25 per share with dividend coverage increasing from 1.02x in 2020E to 1.19x in 2023E ïµ Equity and debt issuances are reduced pro rata with the capital expenditure reduction Historical Growth Capital Expenditure Case – Assumptions Overview of TGE 23 TGE Financial Projections Historical Growth Capital Expenditure Case For Years Ending December 31, Terminal 2020E 2021E 2022E 2023E Value Capital Expenditures Identified Capital Expenditures $110.0 $91.0 $8.0 $8.0 Growth Wedge Capital Expenditures 750.0 750.0 750.0 750.0 Total Capital Expenditures $860.0 $841.0 $758.0 $758.0 Growth Wedge EBITDA $17.1 $100.8 $200.8 $300.8 $400.0 For Years Ending December 31, Terminal 2020E 2021E 2022E 2023E Value Capital Expenditures Identified Capital Expenditures $110.0 $91.0 $8.0 $8.0 Growth Wedge Capital Expenditures 240.0 259.0 342.0 342.0 Total Capital Expenditures $350.0 $350.0 $350.0 $350.0 Growth Wedge EBITDA $5.5 $32.7 $68.7 $112.5 $157.7 Source: TGE management, TGE investor presentations and TGE November 22, 2019 budget materials Historical Growth Capital Expenditures $446.0 $845.0 $353.0 $256.0 $197.0 $409.0 $31.0 $76.0 $444.0 $249.0 $446.0 $266.0 $876.0 $429.0 $700.0 $446.0 $675.0 $332.1 2013A 2014A 2015A 2016A 2017A 2018A 2019E Organic Growth Capital Expenditures Third-Party Acquisitions
Historical Growth Capital Expenditure Case Overview of TGE ($ in millions, except per share amounts) Source: TGE management 1. Includes adjustment of approximately $0.3 million per year to reclassify maintenance capital expenditures per TGE management 2. Dividends accrued in each quarter are paid in cash the following quarter 24 For the Years Ending December 31, 2020E-2023E 2020E 2021E 2022E 2023E CAGR Natural Gas Transportation REX EBITDA to TGE $450.9 $452.1 $449.0 $447.6 (0.2%) Less: REX Interest Expense and Maintenance Capital Expenditures (94.7) (95.0) (95.3) (95.5) 0.3% REX Distributable Cash Flow to TGE $356.2 $357.2 $353.7 $352.1 (0.4%) Non-REX Natural Gas Transportation 84.1 87.9 89.8 89.7 2.2% Total Natural Gas Transportation $440.3 $445.1 $443.5 $441.8 0.1% Crude Oil Transportation Total Crude Oil Transportation EBITDA 1 $224.2 $232.4 $240.2 $242.7 2.7% Gathering, Processing & Terminalling Terminals $36.6 $37.0 $37.6 $38.1 1.4% TMID 41.5 47.1 49.8 51.1 7.2% BNN 104.7 127.2 136.3 136.7 9.3% Stanchion 10.0 10.0 10.0 10.0 —% Total Gathering, Processing & Terminalling EBITDA $192.8 $221.3 $233.7 $235.9 6.9% Total Asset EBITDA $857.3 $898.7 $917.4 $920.4 2.4% Plus: Growth Wedge EBITDA 5.5 32.7 68.7 112.5 NM Less: Corporate G&A (7.7) (7.8) (8.0) (8.1) 2.0% Total EBITDA $855.2 $923.6 $978.1 $1,024.8 6.2% Less: Maintenance Capital Expenditures 1 (37.7) (39.8) (42.4) (44.5) Less: Interest Expense (163.0) (174.3) (182.6) (189.6) Cash Available for Dividends $654.4 $709.5 $753.2 $790.7 6.5% Dividends Paid (Accrued) $641.2 $651.3 $657.9 $666.5 Dividends Paid (Cash) 635.7 650.5 657.1 665.2 Average Shares Outstanding 284.5 289.0 291.9 295.7 CAFD / Share $2.30 $2.46 $2.58 $2.67 5.1% Dividends / Share (Accrued) 2.25 2.25 2.25 2.25 (0.0%) Dividends / Share (Cash) 2 2.24 2.25 2.25 2.25 0.2% Total Dividend Coverage 1.02x 1.09x 1.14x 1.19x CAFD Surplus / (Shortfall) $18.7 $59.0 $96.0 $125.5 Total EBITDA $855.2 $923.6 $978.1 $1,024.8 Plus: REX EBITDA to TGE 450.9 452.1 449.0 447.6 Less: REX Distributable Cash Flow to TGE (356.2) (357.2) (353.7) (352.1) Adjusted EBITDA $949.9 $1,018.6 $1,073.4 $1,120.3 5.7%


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Historical Growth Capital Expenditure Case (cont’d) Overview of TGE ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Sources CAFD Surplus / (Shortfall) $18.7 $59.0 $96.0 $125.5 Equity Issuance 160.0 77.7 79.8 136.8 Senior Note Issuance 160.0 172.7 228.0 — Revolving Credit Facility Draw / (Repayment) 11.3 40.6 (53.8) 87.7 Cash from / (to) Balance Sheet -———- Total Sources $350.0 $350.0 $350.0 $350.0 Uses REX Expansion Capital $30.3 $— $— $— Powder River Gateway Capital Expenditures — 5.3 -—- TMID Capital Expenditures 27.3 26.3 -—- BNN Capital Expenditures 52.3 59.3 8.0 8.0 Other Growth Capital Expenditures / Acquisitions 240.0 259.0 342.0 342.0 Total Uses $350.0 $350.0 $350.0 $350.0 Capital Structure Cash $16.0 $16.0 $16.0 $16.0 Revolver 1,489.3 1,529.9 1,476.1 1,563.8 4.750% Senior Notes Due 2023 500.0 500.0 500.0 500.0 5.500% Senior Notes Due 2024 750.0 750.0 750.0 750.0 5.500% Senior Notes Due 2028 750.0 750.0 750.0 750.0 New 5.250% Senior Notes 160.0 332.7 560.7 560.7 Net Debt $3,633.3 $3,846.6 $4,020.8 $4,108.5 Net Debt / LTM EBITDA 4.2x 4.2x 4.1x 4.0x Source: TGE management 25
IV. Valuation of TGE Shares


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Valuation of TGE Shares Valuation Methodologies ï® Evercore utilized the following analytical approaches and methodologies in its valuation of the TGE shares with an effective date of January 1, 2020 Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concepts of theï® Discounted the projected cash flows to the assumed January 1, 2020 effective date time value of moneyï® Effective corporate tax rate of 23.8% (21.0% federal tax rate and 2.8% blended state ï® Utilizing the Historical Growth Capital Expenditure 1 tax rate) Case and the TGE Financial Projections, as previously reviewed herein, Evercore:ï® Tax depreciation based on immediate expensing of capital expenditures and a full ï,„ Utilized varying WACC discount rates and step-up in tax basis DCF Analysis applied various perpetuity growth rates to derive ï® WACC based on the Capital Asset Pricing Model (“CAPM”) for MLPs and C-Corps after-tax valuation ranges for a TGE share with assets comparable to those owned by TGE ï,„ Calculated terminal values based on a range of ï® For the terminal value, tax depreciation assumed to be equal to maintenance capital multiples of EBITDA derived from precedent expenditures transactions as well as assumed perpetuity growth ratesï® EBITDA exit multiple of 9.0x to 11.0x and a perpetuity growth rate of 0.25% to 0.75%ï® Projected dividends based on the Historical Growth Capital Expenditure Case and the TGE Financial Projections and discounted projected cash flows to the assumed January 1, 2020 effective date Discounted ï® Values TGE shares based on the present value of ï® Terminal yield range of 8.0% to 12.0% based on the dividend yield at which TGE has Dividend the future cash dividends to TGE shareholders traded since the first ex-dividend date following closing of the buy-in of Tallgrass Energy Analysis Partners, LP (the “MLP Buy-In”) ï® Cost of equity of 7.5% to 8.5% based on the CAPM and 11.0% to 13.0% based on total expected market return for comparable midstream MLPs / C-Corps Peer Group ï® Valuation based on multiples of enterprise value / ï® Based on multiples of enterprise value to EBITDA for MLPs and C-Corps with assets Trading relevant EBITDA for publicly traded entities with similar to those owned by TGE Analysis assets similar to those owned by TGE ï® Values the TGE shares based on the sum of the Sum-of-the- valuation of each business unit based on each of ï® Metrics and assumptions as set forth on the following pages Parts Analysis DCF Analysis, Peer Group Trading Analysis and Precedent M&A Transactions Analysis Premiums Paid in ï® Values TGE shares based on historical premiums ï® Median 1-Day, 30-Day and 60-Day premiums paid applied to relevant equity prices Only Midstream paid in selected relevant cash midstream mergers Reference Mergers 1. Per TGE management 26
A. Historical Growth Capital Expenditure Case


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Historical Growth Capital Expenditure Case Summary Valuation Analysis – Historical Growth Capital Expenditure Case For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $45.00 $40.00 $35.00 $32.27 $32.35 $30.00 $28.91 $25.51 $25.91 $24.45 $25.00 $22.97 $22.80 $22.16 $20.25 $19.38 $19.77 $20.00 $21.23 $21.47 $18.63 $17.86 $15.00 $16.93 $16.28 Proposed Consideration: $15.12 $22.45 per Class A Share $12.62 $12.50 $12.82 $10.00 $5.00 $— WACC of 6.50%—7.50% 8.0%—12.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 9.0x to 11.0x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.50%—7.50% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.4% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 7.5%—8.5% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 10.8% Terminal Value Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day Implied EBITDA 11.0%—13.0% WACC of 7.00%—8.00% Detail Premium 15.2% Multiple:11.2x EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.50%—7.50% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.50%—8.50% EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 8.50%—9.50% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.75%—1.75% Terminal Value Implied EBITDA 1 1. Excludes Corporate G&A Multiple:11.2x 27
Historical Growth Capital Expenditure Case Corporate-Level – DCF Analysis ($ in millions, except per share amounts) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 $949.9 $1,018.6 $1,073.4 $1,120.3 $1,165.5 2 $1,165.5 2 Adjusted EBITDA Less: Tax Depreciation and Amortization (792.1) (857.8) (816.6) (843.1) (57.2) EBIT $157.8 $160.8 $256.8 $277.2 $1,108.4 Less: Taxes 3 (17.6) (2.6) (4.3) (5.4) (264.0) EBIAT $140.3 $158.2 $252.5 $271.8 $844.4 Plus: Tax Depreciation and Amortization 792.1 857.8 816.6 843.1 57.2 4 Less: Growth Capital Expenditures 1 (350.0) (350.0) (350.0) (350.0) —Less: Maintenance Capital Expenditures (37.7) (39.8) (42.4) (44.5) (44.5) Less: REX Maintenance Capital Expenditures to TGE 1 (11.9) (12.2) (12.4) (12.7) (12.7) Unlevered Free Cash Flow $532.6 $613.9 $664.3 $707.7 $844.4 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $11,655.4 $13,055.0 EV / Unlevered Free Cash Flow Multiple 15.5x PV of Terminal Value @ 7.00% Discount Rate $8,891.8 $10,302.3 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 2,189.0 Implied Enterprise Value $11,080.8 – $12,491.3 Less: Debt Outstanding as of January 1, 2020 1 (5,015.5) Plus: Cash as of January 1, 2020 16.0 Implied Equity Value $6,081.3 – $7,491.8 Implied TGE Share Value $21.62 – $26.63 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.00% $16.41 $19.69 $22.98 $26.26 $29.54 6.00% $30.95 $32.83 $34.88 $37.13 $39.60 ACC 6.50% 15.85 19.07 22.29 25.51 28.73 ACC 6.50% 27.12 28.70 30.41 32.27 34.30 W 7.00% 15.29 18.46 21.62 24.78 27.94 W 7.00% 23.84 25.19 26.63 28.19 29.88 7.50% 14.75 17.86 20.96 24.06 27.16 7.50% 21.00 22.16 23.39 24.72 26.14 8.00% 14.23 17.27 20.32 23.36 26.41 8.00% 18.52 19.52 20.58 21.72 22.94 Source: TGE management 1. EBITDA, Growth Capital Expenditures, Maintenance Capital Expenditures and Debt reflect 75% ownership interest in REX 2. Includes run-rate Growth Wedge EBITDA of $157.7 million 3. 23.8% effective tax rate 4. Includes REX Maintenance Capital Expenditures to TGE 28


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Historical Growth Capital Expenditure Case Corporate-Level – Discounted Dividend Analysis For the Years Ending December 31, Terminal Value 2020E 2021E 2022E 2023E Low High TGE Dividend per Share (Cash) $2.24 $2.25 $2.25 $2.25 $2.25 – $2.25 Terminal Yield 1 12.0% 8.0% Terminal Value $18.78 $28.17 Equity Cost of Capital Based on CAPM 2 Present Value @ 7.0% of Equity Value $22.21 – $29.38 Present Value @ 7.5% of Equity Value 21.88 – 28.91 Present Value @ 8.0% of Equity Value 21.55 – 28.45 Present Value @ 8.5% of Equity Value 21.23 – 28.01 Present Value @ 9.0% of Equity Value 20.92 – 27.57 Implied TGE Share Value – Based on CAPM $21.23 – $28.91 Equity Cost of Capital Based on Total Expected Market Return 2 Present Value @ 10.0% of Equity Value $20.31 – $26.72 Present Value @ 11.0% of Equity Value 19.73 – 25.91 Present Value @ 12.0% of Equity Value 19.17 – 25.14 Present Value @ 13.0% of Equity Value 18.63 – 24.39 Present Value @ 14.0% of Equity Value 18.12 – 23.68 Implied TGE Share Value – Based on Total Expected Market Return $18.63 – $25.91 1. TGE’s median yield since its first ex-dividend date following closing of the MLP Buy-in has been 9.0% and its range in yield over that time has been 7.6% to 15.1%. From January 1, 2019 to August 27, 2019 TGE’s yield averaged 9.5% 2. For detail on Equity Cost of Capital calculations, see Appendix
Historical Growth Capital Expenditure Case Corporate-Level – Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Corporate-Level Peer Trading Group Crestwood Equity Partners LP $30.25 $2,252.9 $5,564.8 9.0x 8.5x 7.9% 8.3% 8.7% 4.3x Enable Midstream Partners, LP 10.27 4,469.0 9,259.0 8.4 8.3 12.9% 12.9% 12.9% 3.8 Enbridge Inc. 38.63 78,431.9 136,889.1 13.1 12.3 5.8% 6.4% 6.8% 5.0 Energy Transfer LP 12.80 34,366.6 96,382.3 8.5 8.3 9.5% 9.5% 9.7% 4.5 EnLink Midstream, LLC 5.47 2,690.7 8,947.9 8.4 8.2 20.7% 20.7% 20.7% 4.4 Kinder Morgan, Inc. 20.58 46,613.0 82,740.8 10.8 10.6 4.9% 6.1% 6.5% 4.7 Plains All American Pipeline, L.P. 17.70 13,006.5 24,842.5 9.5 8.8 8.1% 8.5% 9.0% 3.3 TC PipeLines, LP 40.12 2,995.4 5,001.4 10.9 10.9 6.5% 6.5% 6.5% 4.3 Targa Resources Corp. 37.51 8,731.8 19,579.8 11.9 10.2 9.7% 9.7% 9.7% 5.7 The Williams Companies, Inc. 22.82 27,761.6 53,044.6 10.3 9.9 6.7% 7.0% 7.4% 4.5 Mean 10.1x 9.6x 9.3% 9.6% 9.8% 4.4x Median 9.9 9.4 8.0% 8.4% 8.8% 4.4 Peer Group Trading Analysis 2020E Adjusted EBITDA 1 $949.9 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $8,549.2 – $10,449.0 2021E Adjusted EBITDA 1 $1,018.6 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $8,658.1 – $10,695.3 Implied Enterprise Value $8,549.2 – $10,695.3 Less: Debt Outstanding as of January 1, 2020 1 (5,015.5) Plus: Cash as of January 1, 2020 16.0 Implied Equity Value $3,549.7 – $5,695.7 Implied TGE Share Value $12.62 – $20.25 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA and Debt reflect 75% ownership interest in REX 30


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Historical Growth Capital Expenditure Case Sum-of-the-Parts – Discounted Cash Flow Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concept of ï® Discounted the projected cash flows to an assumed January 1, 2020 effective date the time value of money ï® EBITDA exit multiples and perpetuity growth rates for each business unit as set forth belowï® Utilizing the Historical Growth Capital ï® For the terminal value, tax depreciation assumed to be equal to maintenance capital Discounted Expenditure Case, Evercore: expenditures Cash Flow â–º Utilized varying WACC discount rates and Midpoint WACC for each asset as set forth utilizes CAPM for C-Corps and MLPs Analysisï® below terminal values to derive after-tax valuation with assets similar to those of the respective business unit (Sum-of-Parts) ranges â–º Calculated terminal values based on a ï® Corporate tax rate of 23.8% (21.0% federal tax rate and 2.8% blended state tax rate)1 range of multiples of EBITDA andï® Assumes pre-tax values for asset-level valuations and deducts the present value of Cash assumed perpetuity growth rates Taxes based on the TGE corporate-level tax assumptions Assumptions Resulting Enterprise Value Range EBITDA Exit Perpetuity Growth EBITDA Exit Multiple Perpetuity Growth Rate WACC Range Multiple Range Rate Range Low High Low High REX (Attributable to TGE) 6.50% – 7.50% 9.0x – 11.0x 0.25% – 0.75% $4,507.2 – $5,345.2 $6,159.7 – $7,631.0 Non-REX Natural Gas Transportation 7.00% – 8.00% 9.0 – 11.0 0.25% – 0.75% 853.8 – 1,017.9 1,023.7 – 1,248.0 Crude Oil Transportation and Stanchion 6.75% – 7.75% 9.0 – 11.0 0.25% – 0.75% 2,511.7 – 2,980.2 3,378.1 – 4,154.1 Terminals 6.50% – 7.50% 9.0 – 11.0 1.00% – 2.00% 382.6 – 454.0 572.7 – 801.6 TMID 7.50% – 8.50% 8.0 – 10.0 0.25% – 0.75% 368.5 – 458.1 436.2 – 535.5 BNN 8.50% – 9.50% 7.5 – 9.5 0.25% – 0.75% 1,012.0 – 1,242.2 1,361.7 – 1,621.7 Growth Wedge 2 6.50% – 7.50% 9.0 – 11.0 0.75% – 1.75% 219.9 – 490.2 1,037.0 – 1,929.5 Total Enterprise Value (Pre-Corporate G&A and Taxes) $9,855.7 – $11,987.7 $13,969.2 – $17,921.4 Less: Value of Corporate G&A 3 8.8x – 10.8x 8.8x – 10.8x (67.4) – (82.7) (67.5) – (82.9) Less: Value of Cash Taxes 4 6.50% – 7.50% NA – NA 0.25% – 0.75% (27.1) – (27.5) (2,861.4) – (3,738.4) Total Enterprise Value $9,761.2 – $11,877.6 $11,040.3 – $14,100.1 Less: Debt as of January 1, 2020 5 (5,015.5) (5,015.5) (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 16.0 16.0 Implied Equity Value $4,761.7 – $6,878.0 $6,040.8 – $9,100.6 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value $16.93 – $24.45 $21.47 – $32.35 1. Per TGE management 2. Growth Wedge discounted at WACC range for Corporate-Level Analysis utilizing EBITDA exit multiples and perpetuity growth rate ranges consistent with those in the Corporate-Level Analysis 3. EBITDA multiples weighted by the respective Enterprise Values 4. Assumes the corporate-level WACC and perpetuity growth rate 5. Includes 75% of REX debt 31
Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – REX ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $601.3 $602.9 $598.6 $596.8 $596.8 $596.8 Less: Growth Capital Expenditures (40.4) -———-Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) (16.9) Unlevered Free Cash Flow $544.9 $586.6 $582.1 $579.9 $579.9 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $5,967.7 $8,965.7 PV of Terminal Value @ 7.00% Discount Rate $4,552.8 $7,075.2 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 2,005.8 Implied Asset Value $6,558.6 – $9,081.1 Implied Asset Value – 75.0% Interest Attributed to TGE $4,918.9 – $6,810.8 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.00% $4,368.3 $4,722.8 $5,077.3 $5,431.9 $5,786.4 6.00% $7,443.2 $7,715.7 $8,012.8 $8,338.3 $8,696.4 6.50% 4,301.4 4,649.3 4,997.3 5,345.2 5,693.1 6.50% 6,885.4 7,114.1 7,361.8 7,631.0 7,924.7 WACC 7.00% 4,236.0 4,577.5 4,918.9 5,260.4 5,601.9 WACC 7.00% 6,407.3 6,601.6 6,810.8 7,036.8 7,281.6 7.50% 4,172.0 4,507.2 4,842.3 5,177.5 5,512.6 7.50% 5,992.8 6,159.7 6,338.5 6,530.6 6,737.4 8.00% 4,109.4 4,438.4 4,767.4 5,096.4 5,425.4 8.00% 5,630.2 5,774.8 5,929.1 6,094.1 6,270.8 Source: TGE management 32


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Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Non-REX Natural Gas Transportation ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $84.1 $87.9 $89.8 $89.7 $89.7 $89.7 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (11.9) (12.1) (12.3) (12.5) (12.5) Unlevered Free Cash Flow $72.2 $75.8 $77.5 $77.3 $77.3 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $897.5 $1,109.6 PV of Terminal Value @ 7.50% Discount Rate $672.0 $861.5 Plus: PV of Unlevered Free Cash Flow @ 7.50% Discount Rate 262.4 Implied Asset Value $934.4 – $1,123.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.50% $825.3 $895.1 $964.9 $1,034.6 $1,104.4 6.50% $1,221.0 $1,261.7 $1,305.7 $1,353.5 $1,405.7 7.00% 812.5 881.0 949.5 1,017.9 1,086.4 7.00% 1,136.1 1,170.6 1,207.8 1,248.0 1,291.5 WACC 7.50% 800.0 867.2 934.4 1,001.6 1,068.8 WACC 7.50% 1,062.5 1,092.1 1,123.9 1,158.0 1,194.8 8.00% 787.8 853.8 919.7 985.7 1,051.7 8.00% 998.0 1,023.7 1,051.2 1,080.5 1,111.9 8.50% 775.8 840.6 905.4 970.1 1,034.9 8.50% 941.2 963.6 987.5 1,012.9 1,040.0 Source: TGE management 33
Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Crude Oil Transportation and Stanchion ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth Crude Oil Transportation EBITDA $224.2 $232.4 $240.2 $242.7 $242.7 $242.7 Stanchion EBITDA 10.0 10.0 10.0 10.0 10.0 10.0 Less: Growth Capital Expenditures — (5.3) -——-Less: Maintenance Capital Expenditures (4.4) (4.4) (4.5) (4.6) (4.6) Unlevered Free Cash Flow $229.9 $232.6 $245.7 $248.1 $248.1 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $2,527.3 $3,694.0 PV of Terminal Value @ 7.25% Discount Rate $1,910.1 $2,891.4 Plus: PV of Unlevered Free Cash Flow @ 7.25% Discount Rate 831.8 Implied Asset Value $2,741.9 – $3,723.2 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.25% $2,433.6 $2,631.9 $2,830.2 $3,028.5 $3,226.8 6.25% $4,057.9 $4,200.0 $4,354.5 $4,523.1 $4,707.7 6.75% 2,396.3 2,590.9 2,785.6 2,980.2 3,174.8 6.75% 3,763.8 3,883.9 4,013.6 4,154.1 4,306.8 WACC 7.25% 2,359.9 2,550.9 2,741.9 2,932.9 3,123.9 WACC 7.25% 3,510.4 3,613.0 3,723.2 3,841.8 3,970.0 7.75% 2,324.2 2,511.7 2,699.2 2,886.7 3,074.2 7.75% 3,289.6 3,378.1 3,472.8 3,574.2 3,683.1 8.25% 2,289.3 2,473.4 2,657.4 2,841.5 3,025.5 8.25% 3,095.6 3,172.7 3,254.7 3,342.3 3,435.8 Source: TGE management 34


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Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Terminals ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $36.6 $37.0 $37.6 $38.1 $38.1 $38.1 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (1.0) (1.0) (1.1) (1.1) (1.1) Unlevered Free Cash Flow $35.5 $36.0 $36.5 $37.0 $37.0 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.50% Implied Terminal Value $381.1 $683.6 PV of Terminal Value @ 7.00% Discount Rate $290.8 $539.5 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 126.9 Implied Asset Value $417.7 – $666.4 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.50% 1.00% 1.50% 2.00% 2.50% 6.00% $370.8 $401.0 $431.2 $461.3 $491.5 6.00% $681.3 $739.5 $810.7 $899.6 $1,014.0 6.50% 365.1 394.7 424.4 454.0 483.6 6.50% 625.8 673.8 731.3 801.6 889.6 WACC 7.00% 359.5 388.6 417.7 446.8 475.8 WACC 7.00% 578.9 619.0 666.4 723.3 792.8 7.50% 354.1 382.6 411.2 439.7 468.3 7.50% 538.7 572.7 612.3 659.2 715.4 8.00% 348.8 376.8 404.8 432.8 460.8 8.00% 503.9 533.0 566.5 605.7 652.0 Source: TGE management 35
Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – TMID ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $41.5 $47.1 $49.8 $51.1 $51.1 $51.1 Less: Growth Capital Expenditures (27.3) (26.3) -——-Less: Maintenance Capital Expenditures (10.6) (10.8) (11.2) (11.4) (11.4) Unlevered Free Cash Flow $3.6 $10.0 $38.6 $39.7 $39.7 EBITDA Multiple / Perpetuity Growth Rate 9.0x 0.50% Implied Terminal Value $459.9 $532.0 PV of Terminal Value @ 8.00% Discount Rate $338.0 $406.4 Plus: PV of Unlevered Free Cash Flow @ 8.00% Discount Rate 74.5 Implied Asset Value $412.5 – $480.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 7.0x 8.0x 9.0x 10.0x 11.0x —% 0.25% 0.50% 0.75% 1.00% 7.00% $349.3 $388.3 $427.2 $466.2 $505.2 7.00% $524.0 $541.7 $560.8 $581.4 $603.8 C AC 7.50% 343.3 381.5 419.8 458.1 496.3 C AC 7.50% 486.4 501.7 518.0 535.5 554.4 W 8.00% 337.4 375.0 412.5 450.1 487.6 W 8.00% 453.6 466.8 480.9 495.9 512.1 8.50% 331.7 368.5 405.4 442.3 479.2 8.50% 424.6 436.2 448.4 461.5 475.4 9.00% 326.1 362.3 398.5 434.7 470.9 9.00% 398.9 409.1 419.9 431.3 443.4 Source: TGE management 36


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Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – BNN ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $104.7 $127.2 $136.3 $136.7 $136.7 $136.7 Less: Growth Capital Expenditures (52.3) (59.3) (8.0) (8.0) —Less: Maintenance Capital Expenditures (1.6) (1.8) (1.9) (1.9) (1.9) Unlevered Free Cash Flow $50.8 $66.0 $126.3 $126.7 $134.7 EBITDA Multiple / Perpetuity Growth Rate 8.5x 0.50% Implied Terminal Value $1,161.6 $1,592.8 PV of Terminal Value @ 9.00% Discount Rate $822.9 $1,178.0 Plus: PV of Unlevered Free Cash Flow @ 9.00% Discount Rate 302.2 Implied Asset Value $1,125.1 – $1,480.3 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 6.5x 7.5x 8.5x 9.5x 10.5x —% 0.25% 0.50% 0.75% 1.00% 8.00% $961.6 $1,062.0 $1,162.5 $1,262.9 $1,363.4 8.00% $1,595.0 $1,639.8 $1,687.6 $1,738.7 $1,793.4 C 8.50% 946.4 1,045.0 1,143.6 1,242.2 1,340.8 C 8.50% 1,496.6 1,535.8 1,577.4 1,621.7 1,668.9 WAC 9.00% 931.5 1,028.3 1,125.1 1,221.9 1,318.7 WAC 9.00% 1,409.3 1,443.8 1,480.3 1,519.0 1,560.1 9.50% 916.9 1,012.0 1,107.0 1,202.1 1,297.1 9.50% 1,331.2 1,361.7 1,394.0 1,428.1 1,464.1 10.00% 902.6 996.0 1,089.3 1,182.7 1,276.0 10.00% 1,261.0 1,288.2 1,316.8 1,347.0 1,378.9 Source: TGE management 37
Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Growth Wedge ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $5.5 $32.7 $68.7 $112.5 $157.71 $157.7 1 Less: Growth Capital Expenditures (240.0) (259.0) (342.0) (342.0) —Less: Maintenance Capital Expenditures (0.3) (1.5) (3.0) (4.5) 4.5 Unlevered Free Cash Flow ($234.8) ($227.8) ($276.3) ($234.0) $162.2 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.25% Implied Terminal Value $1,577.4 $2,857.0 PV of Terminal Value @ 7.00% Discount Rate $1,203.4 $2,254.6 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate (850.8) Implied Asset Value $352.6 – $1,403.8 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.25% 0.75% 1.25% 1.75% 2.25% 6.00% $133.1 $258.0 $382.9 $507.9 $632.8 6.00% $1,440.4 $1,672.7 $1,953.9 $2,301.3 $2,741.3 6.50% 122.3 244.9 367.6 490.2 612.8 6.50% 1,229.1 1,422.0 1,651.5 1,929.5 2,272.8 WACC 7.00% 111.9 232.2 352.6 472.9 593.2 WACC 7.00% 1,050.8 1,213.2 1,403.8 1,630.7 1,905.4 7.50% 101.8 219.9 338.0 456.1 574.2 7.50% 898.7 1,037.0 1,197.5 1,385.9 1,610.2 8.00% 91.9 207.9 323.8 439.7 555.7 8.00% 767.6 886.7 1,023.4 1,182.1 1,368.3 Source: TGE management 1. Run-rate Growth Wedge EBITDA based on $1,183.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 38


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Historical Growth Capital Expenditure Case Discounted Cash Flow Analysis – Cash Taxes ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 1 Adjusted EBITDA 1 $949.9 $1,018.6 $1,073.4 $1,120.3 $1,165.5 $1,165.5 Less: Tax Depreciation and Amortization (792.1) (857.8) (816.6) (843.1) (57.2) EBIT $157.8 $160.8 $256.8 $277.2 $1,108.4 Cash Taxes (17.6) (2.6) (4.3) (5.4) (264.0) EBIAT $140.3 $158.2 $252.5 $271.8 $844.4 EBITDA Multiple / Perpetuity Growth Rate 0.50% Implied Terminal Value $— ($4,082.0) PV of Cash Tax Terminal Value @ 7.00% Discount Rate $— ($3,221.3) Plus: PV of Cash Taxes @ 7.00% Discount Rate (27.3) Implied Value of Cash Taxes ($27.3) – ($3,248.6) EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Perpetuity Growth Rate 6.00% ($27.6) —% 0.25% 0.50% 0.75% 1.00% C 6.50% (27.5) 6.00% ($3,616.1) ($3,781.4) ($3,961.9) ($4,159.5) ($4,376.8) C 6.50% (3,285.8) (3,424.6) (3,574.9) (3,738.4) (3,916.7) WA 7.00% (27.3) 7.50% (27.1) WACC 7.00% (3,003.7) (3,121.6) (3,248.6) (3,385.8) (3,534.4) 7.50% (2,760.1) (2,861.4) (2,970.0) (3,086.5) (3,212.1) 8.00% (27.0) 8.00% (2,547.9) (2,635.7) (2,729.4) (2,829.5) (2,936.8) Source: TGE management 1. Run-rate Growth Wedge EBITDA based on $1,183.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 39
Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transaction Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Precedent M&A ï® Values TGE shares based on multiples of Transaction transaction value to EBITDA based on ï® Based on transaction value / EBITDA Analysis historical asset transactions involving assetsï® Transaction value / EBITDA multiples applied to 2019E EBITDA (Sum-of-Parts) similar to those owned by TGE Assumptions Resulting Enterprise Value Range 2019E EBITDA 2019E EBITDA Low High Low High REX (Attributable to TGE) 8.5x – 10.5x $4,800.4 – $5,929.9 Non-REX Natural Gas Transportation 8.5 – 10.5 697.0 – 861.0 Crude Oil Transportation and Stanchion 8.5 – 10.5 2,745.5 – 3,391.5 Terminals 8.0 – 10.0 288.0 – 360.0 TMID 8.5 – 10.5 280.5 – 346.5 BNN 7.0 – 9.0 518.0 – 666.0 Total Enterprise Value (Pre-Corporate G&A) $9,329.4 – $11,554.9 Less: Value of Corporate G&A 1 8.4x – 10.4x (75.5) – (93.5) Total Enterprise Value $9,253.9 – $11,461.4 Less: Debt as of January 1, 2020 2 (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 Implied Equity Value $4,254.4 – $6,461.9 TGE Shares Outstanding 281.334 281.334 Implied TGE Share Value $15.12 – $22.97 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 40


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Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Transportation ($ in millions) Selected M&A Transactions – Long-Haul Natural Gas Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 1/14/19 NEXUS Gas Transmission, LLC / Generation Pipeline LLC $160.0 NA 2/7/18 Tallgrass Energy GP, LP / 25.01% interest in Rockies Express Pipeline LLC (Tallgrass Development LP) 1,044.0 6.4x 11/6/17 American Midstream Partners, LP / Trans-Union Interstate Pipeline (ArcLight Capital Partners, LLC) 48.0 6.5 7/31/17 Blackstone Energy Partners / 32.44% interest in Rover Pipeline (Energy Transfer Partners, LP) 1,571.0 10.7 6/1/17 TC PipeLines, LP / 49.3% interest in Iroquois Gas Transmission System, LP and 11.8% interest in Portland Natural Gas Transmission (TransCanada Corp.) 765.0 10.9 4/3/17 Tallgrass Energy Partners, LP / 24.99% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP) 1,043.5 6.6 10/15/16 Dominion Midstream Partners / Questar Pipeline LLC (Dominion Resources) 1,725.0 9.1 7/10/16 Southern Company / 50% Interest in Southern Natural Gas Pipeline System (Kinder Morgan, Inc.) 2,075.0 10.4 5/9/16 Tallgrass Energy Partners, LP / 25% interest in Rockies Express Pipeline LLC (Sempra U.S. Gas and Power) 440.0 6.9 11/6/15 TC Pipelines, LP / 49.9% interest in Portland Natural Gas Transmission System (TransCanada Corp.) 1,084.0 11.0 8/17/15 Dominion Midstream Partners, LP / 25.93% Interest in Iroquois Gas Transmission System, LP (National Grid and New Jersey Resources Corp.) 286.5 9.8 Mean 8.8x All Median 9.5 Transactions Min 6.4 Max 11.0 Excluding Mean 9.8x Tallgrass / Median 10.4 REX Min 6.5 Transactions Max 11.0 Precedent M&A Transactions Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2019E EBITDA $753.0 $82.0 Relevant EBITDA Multiple 8.5x – 10.5x 8.5x – 10.5x Implied Enterprise Value $6,400.5 – $7,906.5 $697.0 – $861.0 Implied Enterprise Value Attributed to TGE $4,800.4 – $5,929.9 $697.0 – $861.0 Source: Public filings, Company presentations, Press releases, 1Derrick 41
Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Transportation ($ in millions) Selected M&A Transactions – Long-Haul Crude Oil Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/28/19 Delek Logistics Partners, LP / 33.0% interest in Red River Pipeline Company LLC (Plains All American Pipeline L.P.) $387.9 8.8x 8/21/18 OMERS Infrastructure Management, Inc. / 50% interest in BridgeTex Pipeline Company, LLC (Plains All American Pipeline, L.P., Magellan Midstream, L.P.) 2,876.0 9.8 1/3/18 Andeavor / 110-mile crude oil pipeline and oil storage terminals (Rangeland Energy II, LLC) 396.0 9.0 8/10/17 Holly Energy Partners LP/ Remaining 50% interest in Frontier Aspen LLC and 75% interest in SLC Pipeline LLC (Plains All American Pipeline L.P.) 250.0 10.9 2/13/17 Plains All American Pipeline L.P. & Noble Midstream Partners LP / Advantage Pipeline, LLC 133.0 9.5 1/4/16 Tallgrass Energy Partners, LP / 31.3% interest in Tallgrass Pony Express Pipeline (Tallgrass Development, LP) 2,375.8 8.7 11/2/15 Western Refining Logistics, LP / TexNew Mex Pipeline and an 80,000 barrel crude oil storage tank (Western Refining, Inc.) 180.0 9.6 3/23/15 EnLink Midstream Partners, LP / Victoria Express Pipeline (Devon Energy Corporation) 180.0 8.7 Mean 9.4x Median 9.3 Min 8.7 Max 10.9 Precedent M&A Transactions Analysis – Crude Oil Transportation and Stanchion 2019E EBITDA $323.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $2,745.5 – $3,391.5 Source: Public filings, Company presentations, Press releases, 1Derrick 42


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Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Terminals ($ in millions) Selected M&A Transactions – Crude Oil Terminals Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 2/26/18 Delek Logistics Partners, LP / Big Spring Logistics’ storage tanks, NGL storage and asphalt/light products terminals (Delek US Holdings, Inc.) $315.0 7.8x 1/3/18 Tallgrass Energy Partners, LP / 38% interest in Deeprock North, LLC crude oil terminal in North Cushing, OK (Kinder Morgan, Inc.) 19.5 8.0 1/3/18 Tallgrass Energy Partners, LP / 51% interest in Pawnee Terminal (Zenith Energy) 31.0 6.2 8/2/17 International-Matex Tank Terminals (Macquarie Infrastructure Corp.) / Epic Midstream (White Deer Energy / Blue Water Energy) 171.5 11.0 6/6/17 SemGroup Corporation / Houston Fuel Oil Terminal Company (Alinda Capital Partners) 2,100.0 15.0 6/5/17 USD Partners LP / Crude oil destination terminal in Stroud, OK (Undisclosed) 25.0 2.5 1/3/17 Tallgrass Energy Partners, LP / Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC (Tallgrass Development, LLC) 140.0 12.7 10/21/16 NuStar Energy L.P. / Crude oil and refined product storage assets in Port of Corpus Christi (Martin Midstream Partners L.P.) 107.0 7.9 7/14/15 Arc Logistics Partners LP / Pawnee crude terminal and development assets (United Energy Trading, LLC / Hawkeye Midstream, LLC) 76.6 8.3 Mean 8.8x Median 8.0 Min 2.5 Max 15.0 Precedent M&A Transactions Analysis – Terminals 2019E EBITDA $36.0 Relevant EBITDA Multiple 8.0x – 10.0x Implied Enterprise Value $288.0 – $360.0 Source: TGE management, Public filings, Company presentations, Press releases, 1Derrick 43
Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Gathering & Processing ($ in millions) Selected M&A Transactions – Natural Gas Gathering & Processing Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/2/19 DTE Midstream (DTE Energy) / 30% interest in Stonewall Gas Gathering (AltaGas Ltd.) $275.3 12.0x 4/10/19 Crestwood Equity Partners LP / Remaining 50.0% interest in Jackalope Gas Gathering Services, L.L.C. (The Williams Companies, Inc.) 484.6 9.8 3/28/19 SK Holdings Co Ltd / Minority interest in Blue Racer Midstream, LLC (First Reserve) 300.0 9.2 3/14/19 EQM Midstream Partners, LP / 60% interest in Eureka Midstream Holdings, LLC and 100% interest in Hornet Midstream Holdings, LLC (Morgan Stanley Infrastructure Partners) 1,030.0 10.3 2/19/19 GSO Capital Partners and Blackstone Tactical Opportunities / 45% equity interest in Targa Badlands LLC (Targa Resources Corp.) 1,600.0 12.0 11/1/18 First Reserve / 50% interest in Blue Racer Midstream, LLC (Dominion Energy, Inc.) 1,200.0 9.2 2/7/18 CNX Midstream Partners LP / 95% interest in the Shirley-Pennsboro Gathering System (CNX Resources Corporation) 265.0 11.5 6/13/17 Howard Energy Partners / 50% Interest in Delaware Basin G&P assets (WPX Energy, Inc.) 431.5 7.2 5/24/17 Crestwood Permian Basin Holdings LLC / Delaware Basin Willow Lake G&P (Crestwood Equity Partners LP) 151.0 9.6 5/18/17 Energy Transfer Partners, LP / 34.4% remaining interest in Penntex Midstream Partners, LP 280.3 10.0 11/21/16 Tesoro Logistics LP / Williston G&P Assets (Whiting Oil and Gas Corporation / GBK Investments, LLC / WBI Energy Midstream, LLC) 700.0 6.7 Mean 9.8x Median 9.8 Min 6.7 Max 12.0 Precedent M&A Transactions Analysis – TMID 2019E EBITDA $33.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $280.5 – $346.5 Source: TGE management 44


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Historical Growth Capital Expenditure Case Sum-of-the-Parts – Precedent M&A Transactions Analysis – Water Logistics ($ in millions) Selected M&A Transactions – Water Logistics Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 9/26/19 NGL Energy Partners LP / Hillstone Environmental Partners, LLC $600.0 7.0x 5/14/19 NGL Energy Partners LP / Mesquite Disposals Unlimited, LLC 890.0 8.3 12/20/18 WaterBridge Resources LLC / 9 SWD wells and additional permits (NGL Energy Partners LP) 238.8 9.6 10/31/18 WaterBridge Resources LLC / Delaware Basin water infrastructure assets (Halcón Resources Corporation) 200.0 9.1 10/5/18 Nuverra Environmental Solutions, Inc. / Clearwater Solutions 41.9 5.2 2/7/18 Tallgrass Energy Partners, LP / Buckhorn SWD Solutions, LLC and Buckhorn Energy Services, LLC 95.0 5.0 12/16/15 Tallgrass Energy Partners, LP / BNN Western, LLC (Whiting Oil and Gas Corporation) 75.0 9.0 9/18/15 Antero Midstream Partners LP / Appalachia freshwater delivery and produced water treatment & disposal (Antero Resources Corp.) 1,050.0 8.8 9/2/14 Ferrellgas Partners LP / Two saltwater disposal wells in Eagle Ford, an option to acquire an additional SWD well (C&E Production, LLC) 65.0 6.0 7/9/14 NGL Energy Partners LP / 5 SWD wells in the Eagle Ford and the Permian 83.0 5.2 Mean 7.3x Median 7.7 Min 5.0 Max 9.6 Precedent M&A Transactions Analysis – BNN 2019E EBITDA $74.0 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value $518.0 – $666.0 Source: TGE management 45
Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Peer Group ï® Valuation based on multiples of enterprise Trading value / relevant EBITDA for publicly traded ï® Based on enterprise value / EBITDA Analysis entities with assets similar to those owned by ï® Enterprise value / EBITDA multiples applied to 2020E and 2021E EBITDA (Sum-of-Parts) TGE Assumptions Resulting Enterprise Value Range 2020E EBITDA 2021E EBITDA 2020E EBITDA 2021E EBITDA Low High Low High Low High Low High REX (Attributable to TGE) 9.5x – 11.5x 9.0x – 11.0x $4,283.9 – $5,185.8 $4,069.2 – $4,973.5 Non-REX Natural Gas Transportation 9.5 – 11.5 9.0 – 11.0 799.1 – 967.4 791.2 – 967.1 Crude Oil Transportation and Stanchion 9.0 – 11.0 8.5 – 10.5 2,017.9 – 2,466.4 1,975.2 – 2,440.0 Terminals 7.0 – 9.0 6.5 – 8.5 255.9 – 329.1 240.7 – 314.7 TMID 7.5 – 9.5 7.0 – 9.0 311.4 – 394.5 329.7 – 423.8 BNN 6.0 – 8.0 5.5 – 6.5 628.4 – 837.9 699.3 – 826.5 Growth Wedge 1 8.8 – 10.8 8.2 – 10.1 288.1 – 353.5 566.4 – 695.0 Total Enterprise Value (Pre-Corporate G&A) $8,584.8 – $10,534.4 $8,671.7 – $10,640.6 Less: Value of Corporate G&A 1 8.8x – 10.8x 8.2x – 10.1x (67.4) – (82.7) (64.3) – (78.9) Total Enterprise Value $8,517.4 – $10,451.7 $8,607.4 – $10,561.6 Less: Debt as of January 1, 2020 2 (5,015.5) (5,015.5) (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 16.0 16.0 Implied Equity Value $3,517.9 – $5,452.2 $3,607.8 – $5,562.1 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value $12.50 – $19.38 $12.82 – $19.77 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 46


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Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Natural Gas Transportation ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Natural Gas Transportation Enbridge Inc. $38.63 $78,431.9 $136,889.1 13.1x 12.3x 5.8% 6.4% 6.8% 5.0x Energy Transfer LP 12.80 34,366.6 96,382.3 8.5 8.3 9.5% 9.5% 9.7% 4.5 EQM Midstream Partners, LP 25.39 5,089.6 12,060.0 8.7 7.2 18.3% 18.3% 18.6% 4.0 TC PipeLines, LP 40.12 2,995.4 5,001.4 10.9 10.9 6.5% 6.5% 6.5% 4.3 TC Energy Corporation 51.68 48,414.1 89,005.6 12.4 12.0 4.4% 4.8% 5.2% 5.3 Kinder Morgan, Inc. 20.58 46,613.0 82,740.8 10.8 10.6 4.9% 6.1% 6.5% 4.7 The Williams Companies, Inc. 22.82 27,761.6 53,044.6 10.3 9.9 6.7% 7.0% 7.4% 4.5 Mean 10.7x 10.2x 8.0% 8.4% 8.7% 4.6x Median 10.8 10.6 6.5% 6.5% 6.8% 4.5 Peer Group Trading Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2020E EBITDA $601.3 $84.1 Relevant EBITDA Multiple 9.5x – 11.5x 9.5x – 11.5x Implied Enterprise Value Based on 2020E EBITDA $5,711.9 – $6,914.4 $799.1 – $967.4 2021E EBITDA $602.9 $87.9 Relevant EBITDA Multiple 9.0x – 11.0x 9.0x – 11.0x Implied Enterprise Value Based on 2021E EBITDA $5,425.7 – $6,631.4 $791.2 – $967.1 Implied Enterprise Value $5,425.7 – $6,914.4 $791.2 – $967.4 Implied Enterprise Value Attributed to TGE $4,069.2 – $5,185.8 $791.2 – $967.4 Source: TGE management, Public filings, Wall Street research, FactSet 47
Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution Yield Debt / 2019E Partnership 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Crude Oil Transportation Holly Energy Partners, L.P. $22.11 $2,333.9 $3,916.8 10.9x 10.5x 12.2% 12.2% 10.6% 4.1x Magellan Midstream Partners, L.P. 63.27 14,451.1 19,027.0 12.0 11.4 6.4% 6.7% 7.1% 3.4 MPLX LP 25.69 27,189.1 48,157.1 9.0 8.7 10.5% 11.0% 11.6% 4.5 NuStar Energy L.P. 26.30 2,834.8 6,943.1 9.5 9.0 9.1% 9.1% 9.1% 4.9 Phillips 66 Partners LP 59.02 13,431.4 17,337.4 12.2 11.0 5.9% 6.2% 6.6% 3.1 Plains All American Pipeline, L.P. 17.70 13,006.5 24,842.5 9.5 8.8 8.1% 8.5% 9.0% 3.3 Shell Midstream Partners, L.P. 20.15 4,796.7 7,247.7 8.4 7.3 8.8% 9.3% 9.5% 3.7 Mean 10.2x 9.6x 8.7% 9.0% 9.1% 3.8x Median 9.5 9.0 8.8% 9.1% 9.1% 3.7 Peer Group Trading Analysis – Crude Oil Transportation and Stanchion 2020E EBITDA $224.2 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $2,017.9 – $2,466.4 2021E EBITDA $232.4 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $1,975.2 – $2,440.0 Implied Enterprise Value $1,975.2 – $2,466.4 Source: TGE management, Public filings, Wall Street research, FactSet 48


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Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Terminals ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Terminals Global Partners LP $20.29 $694.4 $1,897.1 8.1x 8.1x 10.3% 10.3% 10.3% 4.8x Sprague Resources LP 16.71 380.1 968.5 7.7 7.4 16.0% 16.0% 16.0% 5.3 USD Partners LP 10.20 275.9 482.8 NA NA 14.3% NA NA NA Mean 7.9x 7.8x 13.5% 13.1% 13.1% 5.0x Median 7.9 7.8 14.3% 13.1% 13.1% 5.0 Peer Group Trading Analysis – Terminals 2020E EBITDA $36.6 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2020E EBITDA $255.9 – $329.1 2021E EBITDA $37.0 Relevant EBITDA Multiple 6.5x – 8.5x Implied Enterprise Value Based on 2021E EBITDA $240.7 – $314.7 Implied Enterprise Value $240.7 – $329.1 Source: TGE management, Public filings, Wall Street research, FactSet 49
Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Gathering and Processing ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Gathering and Processing CNX Midstream Partners LP $15.14 $984.7 $1,690.0 6.8x 6.1x 10.6% 11.8% 12.4% 2.8x Crestwood Equity Partners LP 30.25 2,252.9 5,564.8 9.0 8.5 7.9% 8.3% 8.7% 4.3 DCP Midstream, LP 24.04 5,008.3 11,561.3 9.3 8.8 13.0% 13.0% 13.0% 4.8 Enable Midstream Partners, LP 10.27 4,469.0 9,259.0 8.4 8.3 12.9% 12.9% 12.9% 3.8 EnLink Midstream, LLC 5.47 2,690.7 8,947.9 8.4 8.2 20.7% 20.7% 20.7% 4.4 Hess Midstream Partners LP 20.82 5,925.9 7,693.4 10.5 9.1 7.9% 8.9% 10.3% NM Noble Midstream Partners LP 25.22 2,277.6 4,545.3 9.1 8.1 10.7% 11.5% 12.6% 5.2 Oasis Midstream Partners LP 16.79 567.7 1,308.4 6.9 6.5 12.3% 14.5% 16.0% 2.8 Summit Midstream Partners, LP 3.51 295.7 2,282.6 7.3 6.8 NM 26.6% 24.6% 5.9 Targa Resources Corp. 37.51 8,731.8 19,579.8 11.9 10.2 9.7% 9.7% 9.7% 5.7 Western Midstream Partners, LP 19.34 8,761.6 16,535.0 8.9 8.2 12.8% 13.1% 13.5% 4.6 Mean 8.8x 8.1x 11.8% 13.7% 14.0% 4.4x Median 8.9 8.2 11.5% 12.9% 12.9% 4.5 Peer Group Trading Analysis – TMID 2020E EBITDA $41.5 Relevant EBITDA Multiple 7.5x – 9.5x Implied Enterprise Value Based on 2020E EBITDA $311.4 – $394.5 2021E EBITDA $47.1 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2021E EBITDA $329.7 – $423.8 Implied Enterprise Value $311.4 – $423.8 Source: TGE management, Public filings, Wall Street research, FactSet 50


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Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Water Logistics ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Water Logistics NGL Energy Partners LP $11.17 $1,431.6 $5,190.5 8.1x 6.6x 14.0% 14.0% 14.0% 5.4x Rattler Midstream LP 17.08 2,625.3 2,725.6 7.1 6.1 5.9% 6.7% 7.7% 0.4 Select Energy Services, Inc. 8.92 945.4 914.9 5.5 5.4 —% —% —% 0.1 Mean 6.9x 6.0x 6.6% 6.9% 7.2% 2.0x Median 7.1 6.1 5.9% 6.7% 7.7% 0.4 Peer Group Trading Analysis – BNN 2020E EBITDA $104.7 Relevant EBITDA Multiple 6.0x – 8.0x Implied Enterprise Value Based on 2020E EBITDA $628.4 – $837.9 2021E EBITDA $127.2 Relevant EBITDA Multiple 5.5x – 6.5x Implied Enterprise Value Based on 2021E EBITDA $699.3 – $826.5 Implied Enterprise Value $628.4 – $837.9 Source: TGE management, Public filings, Wall Street research, FactSet 51
Historical Growth Capital Expenditure Case Sum-of-the-Parts – Peer Group Trading Analysis – Growth Wedge ($ in millions) Peer Group Trading Analysis 2020E EBITDA $32.7 Relevant EBITDA Multiple 1 8.8x – 10.8x Implied Enterprise Value Based on 2020E EBITDA $288.1 – $353.5 2021E EBITDA $68.7 Relevant EBITDA Multiple 1 8.2x – 10.1x Implied Enterprise Value Based on 2021E EBITDA $566.4 – $695.0 Implied Enterprise Value $288.1 – $695.0 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 52


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For Reference Only Historical Growth Capital Expenditure Case Premiums Paid in Midstream Acquisitions Premium1 Date 1-Day 30-Day 60-Day 90-Day Announced Acquiror / Target Consideration Prior Spot VWAP VWAP VWAP 10/01/19 Brookfield Business Partners L.P. / Teekay Offshore Partners L.P. Cash-for-Unit 28.1% 9.8% 20.6% 19.5% 09/16/19 Energy Transfer LP / SemGroup Corporation Cash/Unit-for-Share 65.4% 80.2% 62.1% 50.2% 08/21/19 Pembina Pipeline Corporation / Kinder Morgan Canada Limited Share-for-Share 37.7% 32.5% 30.3% 17.8% 05/10/19 IFM Investors / Buckeye Partners, L.P. Cash-for-Unit 27.5% 22.9% 23.9% 27.9% 05/08/19 MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP) Unit-for-Unit 1.8% 0.5% (0.9%) (1.6%) 03/18/19 ArcLight Energy Partners Fund V, L.P. / American Midstream, LP Cash-for-Unit 31.3% 32.0% 32.1% 20.2% 02/05/19 SunCoke Energy, Inc. / SunCoke Energy Partners, L.P. Stock-for-Unit 9.3% 31.2% 26.5% 18.9% 11/26/18 Dominion Energy, Inc. / Dominion Energy Midstream Partners, LP Stock-for-Unit 1.0% 9.3% 12.1% 18.9% 07/10/18 ArcLight Energy Partners Fund VI, L.P. / TransMontaigne Partners L.P. Cash-for-Unit 13.5% 8.6% 8.2% 10.2% 11/08/18 Western Gas Equity Partners, LP / Western Gas Partners, LP Unit-for-Unit 7.6% 13.8% 9.3% 5.9% 10/22/18 EnLink Midstream, LLC / EnLink Midstream Partners, LP Unit-for-Unit 1.1% (0.6%) 1.5% 5.8% 10/18/18 Valero Energy Corporation / Valero Energy Partners LP Cash-for-Unit 6.0% 11.9% 10.9% 10.2% 10/09/18 Antero Midstream GP LP / Antero Midstream Partners LP Cash/Stock-for-Unit 63.7% 6.6% 7.3% 8.2% 08/01/18 Energy Transfer Equity, L.P. / Energy Transfer Partners, L.P. Unit-for-Unit 11.2% 19.2% 22.3% 27.4% 06/09/18 Cheniere Energy, Inc. / Cheniere Energy Partners LP Holdings, 2 LLC Stock-for-Unit 6.6% 8.2% 7.7% 6.7% 05/17/18 The Williams Companies, Inc. / Williams Partners L.P. Stock-for-Unit 13.6% 5.8% 1.0% 3.4% 05/17/18 Enbridge Inc. / Enbridge Energy Partners, L.P. Stock-for-Unit 13.9% 15.9% 10.4% 0.8% 05/17/18 Enbridge Inc. / Spectra Energy Partners, LP Stock-for-Unit 20.8% 18.7% 13.7% 7.6% 03/26/18 Tallgrass Energy GP, LP / Tallgrass Energy Partners, L.P. Stock-for-Unit 0.1% NA NA NA 02/08/18 Nustar Energy L.P. / Nustar GP Holdings, LLC Unit-for-Unit 1.7% 0.3% 8.5% 5.6% 01/02/18 Archrock, Inc. / Archrock Partners, L.P. Stock-for-Unit 23.4% 27.7% 21.6% 18.6% 06/02/17 World Point Terminals, Inc. / World Point Terminals, LP Cash-for-Unit 5.8% 3.4% 3.2% 3.5% 05/18/17 Energy Transfer Partners, LP / PennTex Midstream Partners, LP Cash-for-Unit 20.1% 19.9% 22.6% 24.4% 03/02/17 VTTI B.V. / VTTI Energy Partners LP Cash-for-Unit 6.0% 6.8% 14.2% 13.5% 02/01/17 ONEOK, Inc. / ONEOK Partners, L.P. Stock-for-Unit 25.8% 22.4% 26.2% 29.0% 01/27/17 Enbridge Energy Co, Inc. / Midcoast Energy Partners, L.P. Cash-for-Unit (8.6%) 5.4% 11.3% 5.8% 09/26/16 TransCanada Corporation / Columbia Pipeline Partners L.P. Cash-for-Unit 13.3% 14.0% 16.2% 15.5% 05/31/16 SemGroup Corporation / Rose Rock Midstream, L.P. Share-for-Unit 0.0% 27.4% 53.0% 78.2% 11/03/15 Targa Resources Corp. / Targa Resources Partners LP Share-for-Unit 18.4% 16.1% 16.6% 9.5% 10/26/15 Western Refining, Inc. / Northern Tier Energy L.P. Cash/Share-for-Unit 11.7% 12.3% 7.8% 8.0% 05/06/15 Crestwood Equity Partners LP / Crestwood Midstream Partners L.P. Unit-for-Unit 17.2% 21.0% 26.0% 23.9% 08/10/14 Kinder Morgan, Inc. / El Paso Pipeline Partners, L.P. Cash/Share-for-Unit 15.4% 10.4% 11.7% 14.4% 08/10/14 Kinder Morgan, Inc. / Kinder Morgan Energy Partners, L.P. Cash/Share-for-Unit 12.0% 9.8% 12.4% 14.5% Median 13.3% 13.1% 13.0% 14.0% All Mean 15.8% 16.4% 17.2% 16.3% Transactions Max 65.4% 80.2% 62.1% 78.2% Min (8.6%) (0.6%) (0.9%) (1.6%) Median 13.4% 10.8% 15.2% 14.5% Cash Only Mean 14.3% 13.5% 16.3% 15.1% Transactions Max 31.3% 32.0% 32.1% 27.9% Min (8.6%) 3.4% 3.2% 3.5% Source: Bloomberg, FactSet, Public filings 1. VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement 2. WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance 53
For Reference Only Historical Growth Capital Expenditure Case Premiums Paid Analysis Summary Results – All Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 65.4% (0.6%) — 80.2% (0.9%) — 62.1% Implied TGE Share Price Range $13.12 — $23.73 $18.19 — $32.98 $19.61 — $32.10 Median Merger Premium 13.3% 13.1% 13.0% Median-Implied TGE Share Value $16.26 $20.69 $22.38 Summary Results – Cash Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 31.3% 3.4% — 32.0% 3.2% — 32.1% Implied TGE Share Price Range $13.12 — $18.83 $18.93 — $24.16 $20.43 — $26.16 Median Merger Premium 13.4% 10.8% 15.2% Median-Implied TGE Share Value $16.28 $20.29 $22.80 Source: Bloomberg, FactSet 1. Based on unaffected date of August 27, 2019 54


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B. TGE Financial Projections
TGE Financial Projections Summary Valuation Analysis – TGE Financial Projections For Reference Corporate-Level Analysis Sum-of-the-Parts Analysis Only Discounted Cash Flow Analysis Discounted Dividend Analysis Peer Group Discounted Cash Flow Analysis Precedent M&A Peer Group Trading Analysis Premiums Paid Trading Transactions EBITDA Exit Expected Market EBITDA Exit Analysis Perpetuity Growth CAPM Analysis Perpetuity Growth Analysis 2020E 2021E Multiple Return Multiple $45.00 $39.71 $40.00 $36.94 $35.00 $29.53 $30.00 $28.32 $27.26 $26.46 $24.52 $25.00 $22.79 $22.97 $22.80 $24.72 $24.77 $22.00 $20.00 $21.64 $19.18 $18.98 $18.25 $15.00 $16.69 $16.28 Proposed Consideration: $15.12 $14.64 $22.45 per Class A Share $12.99 $10.00 $5.00 $— WACC of 6.50%—7.50% 8.0%—12.0% Terminal Yield 2020E EBITDA at REX (Attributed to TGE) 2019E 2020E 2021E Median 1-Day EBITDA Exit Multiple: 9.0x to 11.0x Equity Cost of Capital Equity Cost of 9.0x—11.0x Multiple WACC of 6.50%—7.50% EBITDA Multiple EBITDA Multiple EBITDA Multiple Premium 13.4% Perpetuity Growth Rates Based on CAPM of Capital Based 2021E EBITDA at EBITDA Exit Multiple: 9.0x to 11.0x Reference Materials Reference Materials Median 30-Day of 0.25%—0.75% 7.5%—8.5% on Total Expected 8.5x—10.5x Multiple Perpetuity Growth Rates of 0.25%—0.75% Reviewed Herein Reviewed Herein Premium 10.8% Terminal Value Market Return of Non-REX Natural Gas Transportation for EBITDA Multiple for EBITDA Multiple Detail Median 60-Day Implied EBITDA 11.0%—13.0% WACC of 7.00%—8.00% Detail Premium 15.2% Multiple:11.3x EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Crude Oil Transportation and Stanchion WACC of 6.75%—7.75% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.25%—0.75% Terminals WACC of 6.50%—7.50% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 1.00%—2.00% TMID WACC of 7.50%—8.50% EBITDA Exit Multiple: 8.0x to 10.0x Perpetuity Growth Rates of 0.25%—0.75% BNN WACC of 8.50%—9.50% EBITDA Exit Multiple: 7.5x to 9.5x Perpetuity Growth Rates of 0.25%—0.75% Growth Wedge WACC of 6.50%—7.50% EBITDA Exit Multiple: 9.0x to 11.0x Perpetuity Growth Rates of 0.75%—1.75% Terminal Value Implied EBITDA 1 1. Excludes Corporate G&A Multiple:11.7x 55


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TGE Financial Projections Corporate-Level – DCF Analysis ($ in millions, except per share amounts) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 2 2 Adjusted EBITDA $961.5 $1,086.7 $1,205.5 $1,308.6 $1,407.8 $1,407.8 Less: Tax Depreciation and Amortization (792.1) (857.8) (816.6) (843.1) (57.2) EBIT $169.5 $228.9 $388.9 $465.6 $1,350.6 Less: Taxes 3 (17.6) (2.6) (4.3) (5.4) (321.7) EBIAT $151.9 $226.3 $384.6 $460.1 $1,028.9 4 Plus: Tax Depreciation and Amortization 792.1 857.8 816.6 843.1 57.2 Less: Growth Capital Expenditures 1 (860.0) (841.0) (758.0) (758.0) —Less: Maintenance Capital Expenditures (37.7) (39.8) (42.4) (44.5) (44.5) Less: REX Maintenance Capital Expenditures to TGE 1 (11.9) (12.2) (12.4) (12.7) (12.7) Unlevered Free Cash Flow $34.3 $191.1 $388.4 $488.0 $1,028.9 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $14,078.0 $15,908.5 EV / Unlevered Free Cash Flow Multiple 15.5x PV of Terminal Value @ 7.00% Discount Rate $10,740.1 $12,554.1 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 918.8 Implied Enterprise Value $11,658.9 – $13,473.0 Less: Debt Outstanding as of January 1, 2020 1 (5,015.5) Plus: Cash as of January 1, 2020 16.0 Implied Equity Value $6,659.4 – $8,473.5 Implied TGE Share Value $23.67 – $30.12 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.00% $17.29 $21.25 $25.21 $29.18 $33.14 6.00% $35.29 $37.58 $40.08 $42.81 $45.82 C C 6.50% 16.65 20.54 24.43 28.32 32.21 C C 6.50% 30.67 32.59 34.68 36.94 39.41 A A W 7.00% 16.04 19.85 23.67 27.49 31.31 W 7.00% 26.73 28.36 30.12 32.02 34.08 7.50% 15.43 19.18 22.93 26.67 30.42 7.50% 23.31 24.72 26.22 27.84 29.57 8.00% 14.84 18.52 22.20 25.87 29.55 8.00% 20.34 21.55 22.85 24.24 25.72 Source: TGE management 1. EBITDA, Growth Capital Expenditures, Maintenance Capital Expenditures and Debt reflect 75% ownership interest in REX 2. Includes run-rate Growth Wedge EBITDA of $400.0 million 3. 23.8% effective tax rate 4. Includes REX Maintenance Capital Expenditures to TGE 56
TGE Financial Projections Corporate-Level – Discounted Dividend Analysis For the Years Ending December 31, Terminal Value 2020E 2021E 2022E 2023E Low High TGE Dividend per Share (Cash) $2.24 $2.25 $2.25 $2.32 $2.32 – $2.32 Terminal Yield 1 12.0% 8.0% Terminal Value $19.29 $28.94 Equity Cost of Capital Based on CAPM 2 Present Value @ 7.0% of Equity Value $22.65 – $30.01 Present Value @ 7.5% of Equity Value 22.31 – 29.53 Present Value @ 8.0% of Equity Value 21.97 – 29.06 Present Value @ 8.5% of Equity Value 21.64 – 28.60 Present Value @ 9.0% of Equity Value 21.32 – 28.15 Implied TGE Share Value – Based on CAPM $21.64 – $29.53 Equity Cost of Capital Based on Total Expected Market Return 2 Present Value @ 10.0% of Equity Value $20.70 – $27.29 Present Value @ 11.0% of Equity Value 20.10 – 26.46 Present Value @ 12.0% of Equity Value 19.53 – 25.66 Present Value @ 13.0% of Equity Value 18.98 – 24.90 Present Value @ 14.0% of Equity Value 18.46 – 24.17 Implied TGE Share Value – Based on Total Expected Market Return $18.98 – $26.46 1. TGE’s median yield since its first ex-dividend date following closing of the MLP Buy-in has been 9.0% and its range in yield over that time has been 7.6% to 15.1%. From January 1, 2019 to August 27, 2019 TGE’s yield averaged 9.5% 2. For detail on Equity Cost of Capital calculations, see Appendix 57


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TGE Financial Projections Corporate-Level – Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Corporate-Level Peer Trading Group Crestwood Equity Partners LP $30.25 $2,252.9 $5,564.8 9.0x 8.5x 7.9% 8.3% 8.7% 4.3x Enable Midstream Partners, LP 10.27 4,469.0 9,259.0 8.4 8.3 12.9% 12.9% 12.9% 3.8 Enbridge Inc. 38.63 78,431.9 136,889.1 13.1 12.3 5.8% 6.4% 6.8% 5.0 Energy Transfer LP 12.80 34,366.6 96,382.3 8.5 8.3 9.5% 9.5% 9.7% 4.5 EnLink Midstream, LLC 5.47 2,690.7 8,947.9 8.4 8.2 20.7% 20.7% 20.7% 4.4 Kinder Morgan, Inc. 20.58 46,613.0 82,740.8 10.8 10.6 4.9% 6.1% 6.5% 4.7 Plains All American Pipeline, L.P. 17.70 13,006.5 24,842.5 9.5 8.8 8.1% 8.5% 9.0% 3.3 TC PipeLines, LP 40.12 2,995.4 5,001.4 10.9 10.9 6.5% 6.5% 6.5% 4.3 Targa Resources Corp. 37.51 8,731.8 19,579.8 11.9 10.2 9.7% 9.7% 9.7% 5.7 The Williams Companies, Inc. 22.82 27,761.6 53,044.6 10.3 9.9 6.7% 7.0% 7.4% 4.5 Mean 10.1x 9.6x 9.3% 9.6% 9.8% 4.4x Median 9.9 9.4 8.0% 8.4% 8.8% 4.4 Peer Group Trading Analysis 2020E Adjusted EBITDA 1 $961.5 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $8,653.7 – $10,576.8 2021E Adjusted EBITDA 1 $1,086.7 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $9,237.2 – $11,410.7 Implied Enterprise Value $8,653.7 – $11,410.7 Less: Debt Outstanding as of January 1, 2020 1 (5,015.5) Plus: Cash as of January 1, 2020 16.0 Implied Equity Value $3,654.2 – $6,411.1 Implied TGE Share Value $12.99 – $22.79 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA and Debt reflect 75% ownership interest in REX 58
TGE Financial Projections Sum-of-the-Parts – Discounted Cash Flow Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions ï® Values TGE shares based on the concept of ï® Discounted the projected cash flows to an assumed January 1, 2020 effective date the time value of money ï® EBITDA exit multiples and perpetuity growth rates for each business unit as set forth belowï® Utilizing the TGE Financial Projections, ï® For the terminal value, tax depreciation assumed to be equal to maintenance capital Discounted Evercore: expenditures Cash Flow â–º Utilized varying WACC discount rates and Midpoint WACC for utilizes CAPM C-Corps and MLPs Analysisï® each asset as set forth below for terminal values to derive after-tax valuation with assets similar to those of the respective business unit (Sum-of-Parts) ranges â–º Calculated terminal values based on a ï® Corporate tax rate of 23.8% (21.0% federal tax rate and 2.8% blended state tax rate)1 range of multiples of EBITDA andï® Assumes pre-tax values for asset-level valuations and deducts the present value of Cash assumed perpetuity growth rates Taxes based on the TGE corporate-level tax assumptions Assumptions Resulting Enterprise Value Range EBITDA Exit Perpetuity Growth EBITDA Exit Multiple Perpetuity Growth Rate WACC Range Multiple Range Rate Range Low High Low High REX (Attributable to TGE) 6.50% – 7.50% 9.0x – 11.0x 0.25% – 0.75% $4,507.2 – $5,345.2 $6,159.7 – $7,631.0 Non-REX Natural Gas Transportation 7.00% – 8.00% 9.0 – 11.0 0.25% – 0.75% 853.8 – 1,017.9 1,023.7 – 1,248.0 Crude Oil Transportation and Stanchion 6.75% – 7.75% 9.0 – 11.0 0.25% – 0.75% 2,511.7 – 2,980.2 3,378.1 – 4,154.1 Terminals 6.50% – 7.50% 9.0 – 11.0 1.00% – 2.00% 382.6 – 454.0 572.7 – 801.6 TMID 7.50% – 8.50% 8.0 – 10.0 0.25% – 0.75% 368.5 – 458.1 436.2 – 535.5 BNN 8.50% – 9.50% 7.5 – 9.5 0.25% – 0.75% 1,012.0 – 1,242.2 1,361.7 – 1,621.7 Growth Wedge 2 6.50% – 7.50% 9.0 – 11.0 0.75% – 1.75% 591.7 – 1,282.1 2,583.5 – 4,812.9 Total Enterprise Value (Pre-Corporate G&A and Taxes) $10,227.5 – $12,779.6 $15,515.7 – $20,804.8 Less: Value of Corporate G&A 3 8.8x – 10.8x 8.8x – 10.9x (67.4) – (82.8) (67.6) – (83.1) Less: Value of Cash Taxes 4 6.50% – 7.50% NA – NA 0.25% – 0.75% (27.1) – (27.5) (3,480.9) – (4,549.5) Total Enterprise Value $10,132.9 – $12,669.4 $11,967.2 – $16,172.2 Less: Debt as of January 1, 2020 5 (5,015.5) (5,015.5) (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 16.0 16.0 Implied Equity Value $5,133.4 – $7,669.8 $6,967.6 – $11,172.7 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value $18.25 – $27.26 $24.77 – $39.71 1. Per TGE management 2. Growth Wedge discounted at WACC range for Corporate-Level Analysis utilizing EBITDA exit multiples and perpetuity growth rate ranges consistent with those in the Corporate-Level Analysis 3. EBITDA multiples weighted by the respective Enterprise Values 4. Assumes the corporate-level WACC and perpetuity growth rate 5. Includes 75% of REX debt 59


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TGE Financial Projections Discounted Cash Flow Analysis – REX ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $601.3 $602.9 $598.6 $596.8 $596.8 $596.8 Less: Growth Capital Expenditures (40.4) -———-Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) (16.9) Unlevered Free Cash Flow $544.9 $586.6 $582.1 $579.9 $579.9 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $5,967.7 $8,965.7 PV of Terminal Value @ 7.00% Discount Rate $4,552.8 $7,075.2 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 2,005.8 Implied Asset Value $6,558.6 – $9,081.1 Implied Asset Value – 75.0% Interest Attributed to TGE $4,918.9 – $6,810.8 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.00% $4,368.3 $4,722.8 $5,077.3 $5,431.9 $5,786.4 6.00% $7,443.2 $7,715.7 $8,012.8 $8,338.3 $8,696.4 6.50% 4,301.4 4,649.3 4,997.3 5,345.2 5,693.1 6.50% 6,885.4 7,114.1 7,361.8 7,631.0 7,924.7 WACC 7.00% 4,236.0 4,577.5 4,918.9 5,260.4 5,601.9 WACC 7.00% 6,407.3 6,601.6 6,810.8 7,036.8 7,281.6 7.50% 4,172.0 4,507.2 4,842.3 5,177.5 5,512.6 7.50% 5,992.8 6,159.7 6,338.5 6,530.6 6,737.4 8.00% 4,109.4 4,438.4 4,767.4 5,096.4 5,425.4 8.00% 5,630.2 5,774.8 5,929.1 6,094.1 6,270.8 Source: TGE management 60
TGE Financial Projections Discounted Cash Flow Analysis – Non-REX Natural Gas Transportation ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $84.1 $87.9 $89.8 $89.7 $89.7 $89.7 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (11.9) (12.1) (12.3) (12.5) (12.5) Unlevered Free Cash Flow $72.2 $75.8 $77.5 $77.3 $77.3 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $897.5 $1,109.6 PV of Terminal Value @ 7.50% Discount Rate $672.0 $861.5 Plus: PV of Unlevered Free Cash Flow @ 7.50% Discount Rate 262.4 Implied Asset Value $934.4 – $1,123.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.50% $825.3 $895.1 $964.9 $1,034.6 $1,104.4 6.50% $1,221.0 $1,261.7 $1,305.7 $1,353.5 $1,405.7 7.00% 812.5 881.0 949.5 1,017.9 1,086.4 7.00% 1,136.1 1,170.6 1,207.8 1,248.0 1,291.5 WACC 7.50% 800.0 867.2 934.4 1,001.6 1,068.8 WACC 7.50% 1,062.5 1,092.1 1,123.9 1,158.0 1,194.8 8.00% 787.8 853.8 919.7 985.7 1,051.7 8.00% 998.0 1,023.7 1,051.2 1,080.5 1,111.9 8.50% 775.8 840.6 905.4 970.1 1,034.9 8.50% 941.2 963.6 987.5 1,012.9 1,040.0 Source: TGE management 61


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TGE Financial Projections Discounted Cash Flow Analysis – Crude Oil Transportation and Stanchion ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth Crude Oil Transportation EBITDA $224.2 $232.4 $240.2 $242.7 $242.7 $242.7 Stanchion EBITDA 10.0 10.0 10.0 10.0 10.0 10.0 Less: Growth Capital Expenditures — (5.3) -——-Less: Maintenance Capital Expenditures (4.4) (4.4) (4.5) (4.6) (4.6) Unlevered Free Cash Flow $229.9 $232.6 $245.7 $248.1 $248.1 EBITDA Multiple / Perpetuity Growth Rate 10.0x 0.50% Implied Terminal Value $2,527.3 $3,694.0 PV of Terminal Value @ 7.25% Discount Rate $1,910.1 $2,891.4 Plus: PV of Unlevered Free Cash Flow @ 7.25% Discount Rate 831.8 Implied Asset Value $2,741.9 – $3,723.2 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x —% 0.25% 0.50% 0.75% 1.00% 6.25% $2,433.6 $2,631.9 $2,830.2 $3,028.5 $3,226.8 6.25% $4,057.9 $4,200.0 $4,354.5 $4,523.1 $4,707.7 6.75% 2,396.3 2,590.9 2,785.6 2,980.2 3,174.8 6.75% 3,763.8 3,883.9 4,013.6 4,154.1 4,306.8 WACC 7.25% 2,359.9 2,550.9 2,741.9 2,932.9 3,123.9 WACC 7.25% 3,510.4 3,613.0 3,723.2 3,841.8 3,970.0 7.75% 2,324.2 2,511.7 2,699.2 2,886.7 3,074.2 7.75% 3,289.6 3,378.1 3,472.8 3,574.2 3,683.1 8.25% 2,289.3 2,473.4 2,657.4 2,841.5 3,025.5 8.25% 3,095.6 3,172.7 3,254.7 3,342.3 3,435.8 Source: TGE management 62
TGE Financial Projections Discounted Cash Flow Analysis – Terminals ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $36.6 $37.0 $37.6 $38.1 $38.1 $38.1 Less: Growth Capital Expenditures -————-Less: Maintenance Capital Expenditures (1.0) (1.0) (1.1) (1.1) (1.1) Unlevered Free Cash Flow $35.5 $36.0 $36.5 $37.0 $37.0 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.50% Implied Terminal Value $381.1 $683.6 PV of Terminal Value @ 7.00% Discount Rate $290.8 $539.5 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate 126.9 Implied Asset Value $417.7 – $666.4 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.50% 1.00% 1.50% 2.00% 2.50% 6.00% $370.8 $401.0 $431.2 $461.3 $491.5 6.00% $681.3 $739.5 $810.7 $899.6 $1,014.0 6.50% 365.1 394.7 424.4 454.0 483.6 6.50% 625.8 673.8 731.3 801.6 889.6 WACC 7.00% 359.5 388.6 417.7 446.8 475.8 WACC 7.00% 578.9 619.0 666.4 723.3 792.8 7.50% 354.1 382.6 411.2 439.7 468.3 7.50% 538.7 572.7 612.3 659.2 715.4 8.00% 348.8 376.8 404.8 432.8 460.8 8.00% 503.9 533.0 566.5 605.7 652.0 Source: TGE management 63


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TGE Financial Projections Discounted Cash Flow Analysis – TMID ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $41.5 $47.1 $49.8 $51.1 $51.1 $51.1 Less: Growth Capital Expenditures (27.3) (26.3) -——-Less: Maintenance Capital Expenditures (10.6) (10.8) (11.2) (11.4) (11.4) Unlevered Free Cash Flow $3.6 $10.0 $38.6 $39.7 $39.7 EBITDA Multiple / Perpetuity Growth Rate 9.0x 0.50% Implied Terminal Value $459.9 $532.0 PV of Terminal Value @ 8.00% Discount Rate $338.0 $406.4 Plus: PV of Unlevered Free Cash Flow @ 8.00% Discount Rate 74.5 Implied Asset Value $412.5 – $480.9 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 7.0x 8.0x 9.0x 10.0x 11.0x —% 0.25% 0.50% 0.75% 1.00% 7.00% $349.3 $388.3 $427.2 $466.2 $505.2 7.00% $524.0 $541.7 $560.8 $581.4 $603.8 C AC 7.50% 343.3 381.5 419.8 458.1 496.3 C AC 7.50% 486.4 501.7 518.0 535.5 554.4 W 8.00% 337.4 375.0 412.5 450.1 487.6 W 8.00% 453.6 466.8 480.9 495.9 512.1 8.50% 331.7 368.5 405.4 442.3 479.2 8.50% 424.6 436.2 448.4 461.5 475.4 9.00% 326.1 362.3 398.5 434.7 470.9 9.00% 398.9 409.1 419.9 431.3 443.4 Source: TGE management 64
TGE Financial Projections Discounted Cash Flow Analysis – BNN ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $104.7 $127.2 $136.3 $136.7 $136.7 $136.7 Less: Growth Capital Expenditures (52.3) (59.3) (8.0) (8.0) —Less: Maintenance Capital Expenditures (1.6) (1.8) (1.9) (1.9) (1.9) Unlevered Free Cash Flow $50.8 $66.0 $126.3 $126.7 $134.7 EBITDA Multiple / Perpetuity Growth Rate 8.5x 0.50% Implied Terminal Value $1,161.6 $1,592.8 PV of Terminal Value @ 9.00% Discount Rate $822.9 $1,178.0 Plus: PV of Unlevered Free Cash Flow @ 9.00% Discount Rate 302.2 Implied Asset Value $1,125.1 – $1,480.3 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 6.5x 7.5x 8.5x 9.5x 10.5x —% 0.25% 0.50% 0.75% 1.00% 8.00% $961.6 $1,062.0 $1,162.5 $1,262.9 $1,363.4 8.00% $1,595.0 $1,639.8 $1,687.6 $1,738.7 $1,793.4 C C 8.50% 946.4 1,045.0 1,143.6 1,242.2 1,340.8 C C 8.50% 1,496.6 1,535.8 1,577.4 1,621.7 1,668.9 A A W 9.00% 931.5 1,028.3 1,125.1 1,221.9 1,318.7 W 9.00% 1,409.3 1,443.8 1,480.3 1,519.0 1,560.1 9.50% 916.9 1,012.0 1,107.0 1,202.1 1,297.1 9.50% 1,331.2 1,361.7 1,394.0 1,428.1 1,464.1 10.00% 902.6 996.0 1,089.3 1,182.7 1,276.0 10.00% 1,261.0 1,288.2 1,316.8 1,347.0 1,378.9 Source: TGE management 65


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TGE Financial Projections Discounted Cash Flow Analysis – Growth Wedge ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth EBITDA $17.1 $100.8 $200.8 $300.8 $400.01 $400.0 1 Less: Growth Capital Expenditures (750.0) (750.0) (750.0) (750.0) —Less: Maintenance Capital Expenditures (0.3) (1.5) (3.0) (4.5) 4.5 Unlevered Free Cash Flow ($733.2) ($650.7) ($552.2) ($453.7) $404.5 EBITDA Multiple / Perpetuity Growth Rate 10.0x 1.25% Implied Terminal Value $4,000.0 $7,122.9 PV of Terminal Value @ 7.00% Discount Rate $3,051.6 $5,621.0 Plus: PV of Unlevered Free Cash Flow @ 7.00% Discount Rate (2,120.9) Implied Asset Value $930.6 – $3,500.1 EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Terminal EBITDA Multiple Perpetuity Growth Rate 8.0x 9.0x 10.0x 11.0x 12.0x 0.25% 0.75% 1.25% 1.75% 2.25% 6.00% $379.1 $695.9 $1,012.7 $1,329.6 $1,646.4 6.00% $3,595.8 $4,175.0 $4,876.1 $5,742.2 $6,839.2 6.50% 349.3 660.2 971.1 1,282.1 1,593.0 6.50% 3,066.7 3,547.6 4,120.0 4,812.9 5,668.8 WACC 7.00% 320.3 625.5 930.6 1,235.8 1,541.0 WACC 7.00% 2,620.1 3,024.9 3,500.1 4,065.8 4,750.7 7.50% 292.2 591.7 891.2 1,190.7 1,490.2 7.50% 2,238.6 2,583.5 2,983.7 3,453.4 4,012.6 8.00% 264.8 558.8 852.8 1,146.8 1,440.8 8.00% 1,909.7 2,206.6 2,547.6 2,943.1 3,407.4 Source: TGE management 1. Run-rate Growth Wedge EBITDA based on $3,000.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 66
TGE Financial Projections Discounted Cash Flow Analysis – Cash Taxes ($ in millions) For the Years Ending December 31, EBITDA Perpetuity 2020E 2021E 2022E 2023E Multiple Growth 1 1 Adjusted EBITDA 1 $961.5 $1,086.7 $1,205.5 $1,308.6 $1,407.8 $1,407.8 Less: Tax Depreciation and Amortization (792.1) (857.8) (816.6) (843.1) (57.2) EBIT $169.5 $228.9 $388.9 $465.6 $1,350.6 Cash Taxes (17.6) (2.6) (4.3) (5.4) (321.7) EBIAT $151.9 $226.3 $384.6 $460.1 $1,028.9 EBITDA Multiple / Perpetuity Growth Rate 0.50% Implied Terminal Value $— ($4,974.3) PV of Cash Tax Terminal Value @ 7.00% Discount Rate $— ($3,925.4) Plus: PV of Cash Taxes @ 7.00% Discount Rate (27.3) Implied Value of Cash Taxes ($27.3) – ($3,952.7) EBITDA Exit Multiple Sensitivities Perpetuity Growth Rate Sensitivities Perpetuity Growth Rate 6.00% ($27.6) —% 0.25% 0.50% 0.75% 1.00% C 6.50% (27.5) 6.00% ($4,400.4) ($4,601.9) ($4,821.8) ($5,062.6) ($5,327.4) C 6.50% (3,997.9) (4,167.1) (4,350.3) (4,549.5) (4,766.8) WA 7.00% (27.3) 7.50% (27.1) WACC 7.00% (3,654.2) (3,797.9) (3,952.7) (4,119.9) (4,301.0) 7.50% (3,357.5) (3,480.9) (3,613.2) (3,755.3) (3,908.3) 8.00% (27.0) 8.00% (3,098.9) (3,205.9) (3,320.0) (3,442.1) (3,572.8) Source: TGE management 1. Run-rate Growth Wedge EBITDA based on $3,000.0 million of cumulative growth capital expenditures at a 7.5x EBITDA multiple 67


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TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transaction Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Precedent M&A ï® Values TGE shares based on multiples of Transaction transaction value to EBITDA based on ï® Based on transaction value / EBITDA Analysis historical asset transactions involving assetsï® Transaction value / EBITDA multiples applied to 2019E EBITDA (Sum-of-Parts) similar to those owned by TGE Assumptions Resulting Enterprise Value Range 2019E EBITDA 2019E EBITDA Low High Low High REX (Attributable to TGE) 8.5x – 10.5x $4,800.4 – $5,929.9 Non-REX Natural Gas Transportation 8.5 – 10.5 697.0 – 861.0 Crude Oil Transportation and Stanchion 8.5 – 10.5 2,745.5 – 3,391.5 Terminals 8.0 – 10.0 288.0 – 360.0 TMID 8.5 – 10.5 280.5 – 346.5 BNN 7.0 – 9.0 518.0 – 666.0 Total Enterprise Value (Pre-Corporate G&A) $9,329.4 – $11,554.9 Less: Value of Corporate G&A 1 8.4x – 10.4x (75.5) – (93.5) Total Enterprise Value $9,253.9 – $11,461.4 Less: Debt as of January 1, 2020 2 (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 Implied Equity Value $4,254.4 – $6,461.9 TGE Shares Outstanding 281.334 281.334 Implied TGE Share Value $15.12 – $22.97 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 68
TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Transportation ($ in millions) Selected M&A Transactions – Long-Haul Natural Gas Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 1/14/19 NEXUS Gas Transmission, LLC / Generation Pipeline LLC $160.0 NA 2/7/18 Tallgrass Energy GP, LP / 25.01% interest in Rockies Express Pipeline LLC (Tallgrass Development LP) 1,044.0 6.4x 11/6/17 American Midstream Partners, LP / Trans-Union Interstate Pipeline (ArcLight Capital Partners, LLC) 48.0 6.5 7/31/17 Blackstone Energy Partners / 32.44% interest in Rover Pipeline (Energy Transfer Partners, LP) 1,571.0 10.7 6/1/17 TC PipeLines, LP / 49.3% interest in Iroquois Gas Transmission System, LP and 11.8% interest in Portland Natural Gas Transmission (TransCanada Corp.) 765.0 10.9 4/3/17 Tallgrass Energy Partners, LP / 24.99% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP) 1,043.5 6.6 10/15/16 Dominion Midstream Partners / Questar Pipeline LLC (Dominion Resources) 1,725.0 9.1 7/10/16 Southern Company / 50% Interest in Southern Natural Gas Pipeline System (Kinder Morgan, Inc.) 2,075.0 10.4 5/9/16 Tallgrass Energy Partners, LP / 25% interest in Rockies Express Pipeline LLC (Sempra U.S. Gas and Power) 440.0 6.9 11/6/15 TC Pipelines, LP / 49.9% interest in Portland Natural Gas Transmission System (TransCanada Corp.) 1,084.0 11.0 8/17/15 Dominion Midstream Partners, LP / 25.93% Interest in Iroquois Gas Transmission System, LP (National Grid and New Jersey Resources Corp.) 286.5 9.8 Mean 8.8x All Median 9.5 Transactions Min 6.4 Max 11.0 Excluding Mean 9.8x Tallgrass / Median 10.4 REX Min 6.5 Transactions Max 11.0 Precedent M&A Transactions Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2019E EBITDA $753.0 $82.0 Relevant EBITDA Multiple 8.5x – 10.5x 8.5x – 10.5x Implied Enterprise Value $6,400.5 – $7,906.5 $697.0 – $861.0 Implied Enterprise Value Attributed to TGE $4,800.4 – $5,929.9 $697.0 – $861.0 Source: Public filings, Company presentations, Press releases, 1Derrick 69


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TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Transportation ($ in millions) Selected M&A Transactions – Long-Haul Crude Oil Pipelines Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/28/19 Delek Logistics Partners, LP / 33.0% interest in Red River Pipeline Company LLC (Plains All American Pipeline L.P.) $387.9 8.8x 8/21/18 OMERS Infrastructure Management, Inc. / 50% interest in BridgeTex Pipeline Company, LLC (Plains All American Pipeline, L.P., Magellan Midstream, L.P.) 2,876.0 9.8 1/3/18 Andeavor / 110-mile crude oil pipeline and oil storage terminals (Rangeland Energy II, LLC) 396.0 9.0 8/10/17 Holly Energy Partners LP/ Remaining 50% interest in Frontier Aspen LLC and 75% interest in SLC Pipeline LLC (Plains All American Pipeline L.P.) 250.0 10.9 2/13/17 Plains All American Pipeline L.P. & Noble Midstream Partners LP / Advantage Pipeline, LLC 133.0 9.5 1/4/16 Tallgrass Energy Partners, LP / 31.3% interest in Tallgrass Pony Express Pipeline (Tallgrass Development, LP) 2,375.8 8.7 11/2/15 Western Refining Logistics, LP / TexNew Mex Pipeline and an 80,000 barrel crude oil storage tank (Western Refining, Inc.) 180.0 9.6 3/23/15 EnLink Midstream Partners, LP / Victoria Express Pipeline (Devon Energy Corporation) 180.0 8.7 Mean 9.4x Median 9.3 Min 8.7 Max 10.9 Precedent M&A Transactions Analysis – Crude Oil Transportation and Stanchion 2019E EBITDA $323.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $2,745.5 – $3,391.5 Source: Public filings, Company presentations, Press releases, 1Derrick 70
TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Crude Oil Terminals ($ in millions) Selected M&A Transactions – Crude Oil Terminals Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 2/26/18 Delek Logistics Partners, LP / Big Spring Logistics’ storage tanks, NGL storage and asphalt/light products terminals (Delek US Holdings, Inc.) $315.0 7.8x 1/3/18 Tallgrass Energy Partners, LP / 38% interest in Deeprock North, LLC crude oil terminal in North Cushing, OK (Kinder Morgan, Inc.) 19.5 8.0 1/3/18 Tallgrass Energy Partners, LP / 51% interest in Pawnee Terminal (Zenith Energy) 31.0 6.2 8/2/17 International-Matex Tank Terminals (Macquarie Infrastructure Corp.) / Epic Midstream (White Deer Energy / Blue Water Energy) 171.5 11.0 6/6/17 SemGroup Corporation / Houston Fuel Oil Terminal Company (Alinda Capital Partners) 2,100.0 15.0 6/5/17 USD Partners LP / Crude oil destination terminal in Stroud, OK (Undisclosed) 25.0 2.5 1/3/17 Tallgrass Energy Partners, LP / Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC (Tallgrass Development, LLC) 140.0 12.7 10/21/16 NuStar Energy L.P. / Crude oil and refined product storage assets in Port of Corpus Christi (Martin Midstream Partners L.P.) 107.0 7.9 7/14/15 Arc Logistics Partners LP / Pawnee crude terminal and development assets (United Energy Trading, LLC / Hawkeye Midstream, LLC) 76.6 8.3 Mean 8.8x Median 8.0 Min 2.5 Max 15.0 Precedent M&A Transactions Analysis – Terminals 2019E EBITDA $36.0 Relevant EBITDA Multiple 8.0x – 10.0x Implied Enterprise Value $288.0 – $360.0 Source: TGE management, Public filings, Company presentations, Press releases, 1Derrick 71


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TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Natural Gas Gathering & Processing ($ in millions) Selected M&A Transactions – Natural Gas Gathering & Processing Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 5/2/19 DTE Midstream (DTE Energy) / 30% interest in Stonewall Gas Gathering (AltaGas Ltd.) $275.3 12.0x 4/10/19 Crestwood Equity Partners LP / Remaining 50.0% interest in Jackalope Gas Gathering Services, L.L.C. (The Williams Companies, Inc.) 484.6 9.8 3/28/19 SK Holdings Co Ltd / Minority interest in Blue Racer Midstream, LLC (First Reserve) 300.0 9.2 3/14/19 EQM Midstream Partners, LP / 60% interest in Eureka Midstream Holdings, LLC and 100% interest in Hornet Midstream Holdings, LLC (Morgan Stanley Infrastructure Partners) 1,030.0 10.3 2/19/19 GSO Capital Partners and Blackstone Tactical Opportunities / 45% equity interest in Targa Badlands LLC (Targa Resources Corp.) 1,600.0 12.0 11/1/18 First Reserve / 50% interest in Blue Racer Midstream, LLC (Dominion Energy, Inc.) 1,200.0 9.2 2/7/18 CNX Midstream Partners LP / 95% interest in the Shirley-Pennsboro Gathering System (CNX Resources Corporation) 265.0 11.5 6/13/17 Howard Energy Partners / 50% Interest in Delaware Basin G&P assets (WPX Energy, Inc.) 431.5 7.2 5/24/17 Crestwood Permian Basin Holdings LLC / Delaware Basin Willow Lake G&P (Crestwood Equity Partners LP) 151.0 9.6 5/18/17 Energy Transfer Partners, LP / 34.4% remaining interest in Penntex Midstream Partners, LP 280.3 10.0 11/21/16 Tesoro Logistics LP / Williston G&P Assets (Whiting Oil and Gas Corporation / GBK Investments, LLC / WBI Energy Midstream, LLC) 700.0 6.7 Mean 9.8x Median 9.8 Min 6.7 Max 12.0 Precedent M&A Transactions Analysis – TMID 2019E EBITDA $33.0 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value $280.5 – $346.5 Source: TGE management 72
TGE Financial Projections Sum-of-the-Parts – Precedent M&A Transactions Analysis – Water Logistics ($ in millions) Selected M&A Transactions – Water Logistics Date Transaction EBITDA Announced Acquiror / Target (Seller) Value Multiple 9/26/19 NGL Energy Partners LP / Hillstone Environmental Partners, LLC $600.0 7.0x 5/14/19 NGL Energy Partners LP / Mesquite Disposals Unlimited, LLC 890.0 8.3 12/20/18 WaterBridge Resources LLC / 9 SWD wells and additional permits (NGL Energy Partners LP) 238.8 9.6 10/31/18 WaterBridge Resources LLC / Delaware Basin water infrastructure assets (Halcón Resources Corporation) 200.0 9.1 10/5/18 Nuverra Environmental Solutions, Inc. / Clearwater Solutions 41.9 5.2 2/7/18 Tallgrass Energy Partners, LP / Buckhorn SWD Solutions, LLC and Buckhorn Energy Services, LLC 95.0 5.0 12/16/15 Tallgrass Energy Partners, LP / BNN Western, LLC (Whiting Oil and Gas Corporation) 75.0 9.0 9/18/15 Antero Midstream Partners LP / Appalachia freshwater delivery and produced water treatment & disposal (Antero Resources Corp.) 1,050.0 8.8 9/2/14 Ferrellgas Partners LP / Two saltwater disposal wells in Eagle Ford, an option to acquire an additional SWD well (C&E Production, LLC) 65.0 6.0 7/9/14 NGL Energy Partners LP / 5 SWD wells in the Eagle Ford and the Permian 83.0 5.2 Mean 7.3x Median 7.7 Min 5.0 Max 9.6 Precedent M&A Transactions Analysis – BNN 2019E EBITDA $74.0 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value $518.0 – $666.0 Source: TGE management 73


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TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis ($ in millions, except per share amounts) Methodology Description Metrics / Assumptions Peer Group ï® Valuation based on multiples of enterprise Trading value / relevant EBITDA for publicly traded ï® Based on enterprise value / EBITDA Analysis entities with assets similar to those owned by ï® Enterprise value / EBITDA multiples applied to 2020E and 2021E EBITDA (Sum-of-Parts) TGE Assumptions Resulting Enterprise Value Range 2020E EBITDA 2021E EBITDA 2020E EBITDA 2021E EBITDA Low High Low High Low High Low High REX (Attributable to TGE) 9.5x – 11.5x 9.0x – 11.0x $4,283.9 – $5,185.8 $4,069.2 – $4,973.5 Non-REX Natural Gas Transportation 9.5 – 11.5 9.0 – 11.0 799.1 – 967.4 791.2 – 967.1 Crude Oil Transportation and Stanchion 9.0 – 11.0 8.5 – 10.5 2,017.9 – 2,466.4 1,975.2 – 2,440.0 Terminals 7.0 – 9.0 6.5 – 8.5 255.9 – 329.1 240.7 – 314.7 TMID 7.5 – 9.5 7.0 – 9.0 311.4 – 394.5 329.7 – 423.8 BNN 6.0 – 8.0 5.5 – 6.5 628.4 – 837.9 699.3 – 826.5 Growth Wedge 1 8.8 – 10.8 8.2 – 10.1 888.2 – 1,089.9 1,655.3 – 2,031.3 Total Enterprise Value (Pre-Corporate G&A) $9,185.0 – $11,270.8 $9,760.6 – $11,976.9 Less: Value of Corporate G&A 1 8.8x – 10.8x 8.2x – 10.1x (67.4) – (82.7) (64.3) – (78.9) Total Enterprise Value $9,117.6 – $11,188.2 $9,696.3 – $11,897.9 Less: Debt as of January 1, 2020 2 (5,015.5) (5,015.5) (5,015.5) (5,015.5) Plus: Cash as of January 1, 2020 16.0 16.0 16.0 16.0 Implied Equity Value $4,118.1 – $6,188.6 $4,696.8 – $6,898.4 TGE Shares Outstanding 281.334 281.334 281.334 281.334 Implied TGE Share Value $14.64 – $22.00 $16.69 – $24.52 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 2. Includes 75% of REX debt 74
TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Natural Gas Transportation ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Natural Gas Transportation Enbridge Inc. $38.63 $78,431.9 $136,889.1 13.1x 12.3x 5.8% 6.4% 6.8% 5.0x Energy Transfer LP 12.80 34,366.6 96,382.3 8.5 8.3 9.5% 9.5% 9.7% 4.5 EQM Midstream Partners, LP 25.39 5,089.6 12,060.0 8.7 7.2 18.3% 18.3% 18.6% 4.0 TC PipeLines, LP 40.12 2,995.4 5,001.4 10.9 10.9 6.5% 6.5% 6.5% 4.3 TC Energy Corporation 51.68 48,414.1 89,005.6 12.4 12.0 4.4% 4.8% 5.2% 5.3 Kinder Morgan, Inc. 20.58 46,613.0 82,740.8 10.8 10.6 4.9% 6.1% 6.5% 4.7 The Williams Companies, Inc. 22.82 27,761.6 53,044.6 10.3 9.9 6.7% 7.0% 7.4% 4.5 Mean 10.7x 10.2x 8.0% 8.4% 8.7% 4.6x Median 10.8 10.6 6.5% 6.5% 6.8% 4.5 Peer Group Trading Analysis – Natural Gas Transportation Non-REX Natural Gas REX Transportation 2020E EBITDA $601.3 $84.1 Relevant EBITDA Multiple 9.5x – 11.5x 9.5x – 11.5x Implied Enterprise Value Based on 2020E EBITDA $5,711.9 – $6,914.4 $799.1 – $967.4 2021E EBITDA $602.9 $87.9 Relevant EBITDA Multiple 9.0x – 11.0x 9.0x – 11.0x Implied Enterprise Value Based on 2021E EBITDA $5,425.7 – $6,631.4 $791.2 – $967.1 Implied Enterprise Value $5,425.7 – $6,914.4 $791.2 – $967.4 Implied Enterprise Value Attributed to TGE $4,069.2 – $5,185.8 $791.2 – $967.4 Source: TGE management, Public filings, Wall Street research, FactSet 75


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TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution Yield Debt / 2019E Partnership 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Crude Oil Transportation Holly Energy Partners, L.P. $22.11 $2,333.9 $3,916.8 10.9x 10.5x 12.2% 12.2% 10.6% 4.1x Magellan Midstream Partners, L.P. 63.27 14,451.1 19,027.0 12.0 11.4 6.4% 6.7% 7.1% 3.4 MPLX LP 25.69 27,189.1 48,157.1 9.0 8.7 10.5% 11.0% 11.6% 4.5 NuStar Energy L.P. 26.30 2,834.8 6,943.1 9.5 9.0 9.1% 9.1% 9.1% 4.9 Phillips 66 Partners LP 59.02 13,431.4 17,337.4 12.2 11.0 5.9% 6.2% 6.6% 3.1 Plains All American Pipeline, L.P. 17.70 13,006.5 24,842.5 9.5 8.8 8.1% 8.5% 9.0% 3.3 Shell Midstream Partners, L.P. 20.15 4,796.7 7,247.7 8.4 7.3 8.8% 9.3% 9.5% 3.7 Mean 10.2x 9.6x 8.7% 9.0% 9.1% 3.8x Median 9.5 9.0 8.8% 9.1% 9.1% 3.7 Peer Group Trading Analysis – Crude Oil Transportation and Stanchion 2020E EBITDA $224.2 Relevant EBITDA Multiple 9.0x – 11.0x Implied Enterprise Value Based on 2020E EBITDA $2,017.9 – $2,466.4 2021E EBITDA $232.4 Relevant EBITDA Multiple 8.5x – 10.5x Implied Enterprise Value Based on 2021E EBITDA $1,975.2 – $2,440.0 Implied Enterprise Value $1,975.2 – $2,466.4 Source: TGE management, Public filings, Wall Street research, FactSet 76
TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Terminals ($ in millions, except per unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Terminals Global Partners LP $20.29 $694.4 $1,897.1 8.1x 8.1x 10.3% 10.3% 10.3% 4.8x Sprague Resources LP 16.71 380.1 968.5 7.7 7.4 16.0% 16.0% 16.0% 5.3 USD Partners LP 10.20 275.9 482.8 NA NA 14.3% NA NA NA Mean 7.9x 7.8x 13.5% 13.1% 13.1% 5.0x Median 7.9 7.8 14.3% 13.1% 13.1% 5.0 Peer Group Trading Analysis – Terminals 2020E EBITDA $36.6 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2020E EBITDA $255.9 – $329.1 2021E EBITDA $37.0 Relevant EBITDA Multiple 6.5x – 8.5x Implied Enterprise Value Based on 2021E EBITDA $240.7 – $314.7 Implied Enterprise Value $240.7 – $329.1 Source: TGE management, Public filings, Wall Street research, FactSet 77


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TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Gathering and Processing ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Gathering and Processing CNX Midstream Partners LP $15.14 $984.7 $1,690.0 6.8x 6.1x 10.6% 11.8% 12.4% 2.8x Crestwood Equity Partners LP 30.25 2,252.9 5,564.8 9.0 8.5 7.9% 8.3% 8.7% 4.3 DCP Midstream, LP 24.04 5,008.3 11,561.3 9.3 8.8 13.0% 13.0% 13.0% 4.8 Enable Midstream Partners, LP 10.27 4,469.0 9,259.0 8.4 8.3 12.9% 12.9% 12.9% 3.8 EnLink Midstream, LLC 5.47 2,690.7 8,947.9 8.4 8.2 20.7% 20.7% 20.7% 4.4 Hess Midstream Partners LP 20.82 5,925.9 7,693.4 10.5 9.1 7.9% 8.9% 10.3% NM Noble Midstream Partners LP 25.22 2,277.6 4,545.3 9.1 8.1 10.7% 11.5% 12.6% 5.2 Oasis Midstream Partners LP 16.79 567.7 1,308.4 6.9 6.5 12.3% 14.5% 16.0% 2.8 Summit Midstream Partners, LP 3.51 295.7 2,282.6 7.3 6.8 NM 26.6% 24.6% 5.9 Targa Resources Corp. 37.51 8,731.8 19,579.8 11.9 10.2 9.7% 9.7% 9.7% 5.7 Western Midstream Partners, LP 19.34 8,761.6 16,535.0 8.9 8.2 12.8% 13.1% 13.5% 4.6 Mean 8.8x 8.1x 11.8% 13.7% 14.0% 4.4x Median 8.9 8.2 11.5% 12.9% 12.9% 4.5 Peer Group Trading Analysis – TMID 2020E EBITDA $41.5 Relevant EBITDA Multiple 7.5x – 9.5x Implied Enterprise Value Based on 2020E EBITDA $311.4 – $394.5 2021E EBITDA $47.1 Relevant EBITDA Multiple 7.0x – 9.0x Implied Enterprise Value Based on 2021E EBITDA $329.7 – $423.8 Implied Enterprise Value $311.4 – $423.8 Source: TGE management, Public filings, Wall Street research, FactSet 78
TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Water Logistics ($ in millions, except per share / unit amounts) Price Equity Enterprise Enterprise Value / EBITDA Distribution / Dividend Yield Debt / 2019E Partnership / Company 12/16/19 Value Value 2020E 2021E Current 2020E 2021E EBITDA Water Logistics NGL Energy Partners LP $11.17 $1,431.6 $5,190.5 8.1x 6.6x 14.0% 14.0% 14.0% 5.4x Rattler Midstream LP 17.08 2,625.3 2,725.6 7.1 6.1 5.9% 6.7% 7.7% 0.4 Select Energy Services, Inc. 8.92 945.4 914.9 5.5 5.4 —% —% —% 0.1 Mean 6.9x 6.0x 6.6% 6.9% 7.2% 2.0x Median 7.1 6.1 5.9% 6.7% 7.7% 0.4 Peer Group Trading Analysis – BNN 2020E EBITDA $104.7 Relevant EBITDA Multiple 6.0x – 8.0x Implied Enterprise Value Based on 2020E EBITDA $628.4 – $837.9 2021E EBITDA $127.2 Relevant EBITDA Multiple 5.5x – 6.5x Implied Enterprise Value Based on 2021E EBITDA $699.3 – $826.5 Implied Enterprise Value $628.4 – $837.9 Source: TGE management, Public filings, Wall Street research, FactSet 79


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TGE Financial Projections Sum-of-the-Parts – Peer Group Trading Analysis – Growth Wedge ($ in millions) Peer Group Trading Analysis 2020E EBITDA $100.8 Relevant EBITDA Multiple 1 8.8x – 10.8x Implied Enterprise Value Based on 2020E EBITDA $888.2 – $1,089.9 2021E EBITDA $200.8 Relevant EBITDA Multiple 1 8.2x – 10.1x Implied Enterprise Value Based on 2021E EBITDA $1,655.3 – $2,031.3 Implied Enterprise Value $888.2 – $2,031.3 Source: TGE management, Public filings, Wall Street research, FactSet 1. EBITDA multiples equal to EBITDA-weighted average multiple for each of the individual businesses 80
For Reference Only TGE Financial Projections Premiums Paid in Midstream Acquisitions Premium1 Date 1-Day 30-Day 60-Day 90-Day Announced Acquiror / Target Consideration Prior Spot VWAP VWAP VWAP 10/01/19 Brookfield Business Partners L.P. / Teekay Offshore Partners L.P. Cash-for-Unit 28.1% 9.8% 20.6% 19.5% 09/16/19 Energy Transfer LP / SemGroup Corporation Cash/Unit-for-Share 65.4% 80.2% 62.1% 50.2% 08/21/19 Pembina Pipeline Corporation / Kinder Morgan Canada Limited Share-for-Share 37.7% 32.5% 30.3% 17.8% 05/10/19 IFM Investors / Buckeye Partners, L.P. Cash-for-Unit 27.5% 22.9% 23.9% 27.9% 05/08/19 MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP) Unit-for-Unit 1.8% 0.5% (0.9%) (1.6%) 03/18/19 ArcLight Energy Partners Fund V, L.P. / American Midstream, LP Cash-for-Unit 31.3% 32.0% 32.1% 20.2% 02/05/19 SunCoke Energy, Inc. / SunCoke Energy Partners, L.P. Stock-for-Unit 9.3% 31.2% 26.5% 18.9% 11/26/18 Dominion Energy, Inc. / Dominion Energy Midstream Partners, LP Stock-for-Unit 1.0% 9.3% 12.1% 18.9% 07/10/18 ArcLight Energy Partners Fund VI, L.P. / TransMontaigne Partners L.P. Cash-for-Unit 13.5% 8.6% 8.2% 10.2% 11/08/18 Western Gas Equity Partners, LP / Western Gas Partners, LP Unit-for-Unit 7.6% 13.8% 9.3% 5.9% 10/22/18 EnLink Midstream, LLC / EnLink Midstream Partners, LP Unit-for-Unit 1.1% (0.6%) 1.5% 5.8% 10/18/18 Valero Energy Corporation / Valero Energy Partners LP Cash-for-Unit 6.0% 11.9% 10.9% 10.2% 10/09/18 Antero Midstream GP LP / Antero Midstream Partners LP Cash/Stock-for-Unit 63.7% 6.6% 7.3% 8.2% 08/01/18 Energy Transfer Equity, L.P. / Energy Transfer Partners, L.P. Unit-for-Unit 11.2% 19.2% 22.3% 27.4% 06/09/18 Cheniere Energy, Inc. / Cheniere Energy Partners LP Holdings, 2 LLC Stock-for-Unit 6.6% 8.2% 7.7% 6.7% 05/17/18 The Williams Companies, Inc. / Williams Partners L.P. Stock-for-Unit 13.6% 5.8% 1.0% 3.4% 05/17/18 Enbridge Inc. / Enbridge Energy Partners, L.P. Stock-for-Unit 13.9% 15.9% 10.4% 0.8% 05/17/18 Enbridge Inc. / Spectra Energy Partners, LP Stock-for-Unit 20.8% 18.7% 13.7% 7.6% 03/26/18 Tallgrass Energy GP, LP / Tallgrass Energy Partners, L.P. Stock-for-Unit 0.1% NA NA NA 02/08/18 Nustar Energy L.P. / Nustar GP Holdings, LLC Unit-for-Unit 1.7% 0.3% 8.5% 5.6% 01/02/18 Archrock, Inc. / Archrock Partners, L.P. Stock-for-Unit 23.4% 27.7% 21.6% 18.6% 06/02/17 World Point Terminals, Inc. / World Point Terminals, LP Cash-for-Unit 5.8% 3.4% 3.2% 3.5% 05/18/17 Energy Transfer Partners, LP / PennTex Midstream Partners, LP Cash-for-Unit 20.1% 19.9% 22.6% 24.4% 03/02/17 VTTI B.V. / VTTI Energy Partners LP Cash-for-Unit 6.0% 6.8% 14.2% 13.5% 02/01/17 ONEOK, Inc. / ONEOK Partners, L.P. Stock-for-Unit 25.8% 22.4% 26.2% 29.0% 01/27/17 Enbridge Energy Co, Inc. / Midcoast Energy Partners, L.P. Cash-for-Unit (8.6%) 5.4% 11.3% 5.8% 09/26/16 TransCanada Corporation / Columbia Pipeline Partners L.P. Cash-for-Unit 13.3% 14.0% 16.2% 15.5% 05/31/16 SemGroup Corporation / Rose Rock Midstream, L.P. Share-for-Unit 0.0% 27.4% 53.0% 78.2% 11/03/15 Targa Resources Corp. / Targa Resources Partners LP Share-for-Unit 18.4% 16.1% 16.6% 9.5% 10/26/15 Western Refining, Inc. / Northern Tier Energy L.P. Cash/Share-for-Unit 11.7% 12.3% 7.8% 8.0% 05/06/15 Crestwood Equity Partners LP / Crestwood Midstream Partners L.P. Unit-for-Unit 17.2% 21.0% 26.0% 23.9% 08/10/14 Kinder Morgan, Inc. / El Paso Pipeline Partners, L.P. Cash/Share-for-Unit 15.4% 10.4% 11.7% 14.4% 08/10/14 Kinder Morgan, Inc. / Kinder Morgan Energy Partners, L.P. Cash/Share-for-Unit 12.0% 9.8% 12.4% 14.5% Median 13.3% 13.1% 13.0% 14.0% All Mean 15.8% 16.4% 17.2% 16.3% Transactions Max 65.4% 80.2% 62.1% 78.2% Min (8.6%) (0.6%) (0.9%) (1.6%) Median 13.4% 10.8% 15.2% 14.5% Cash Only Mean 14.3% 13.5% 16.3% 15.1% Transactions Max 31.3% 32.0% 32.1% 27.9% Min (8.6%) 3.4% 3.2% 3.5% Source: Bloomberg, FactSet, Public filings 1. VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30-, 60- or 90-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement 2. WMB / WPZ VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of WMB’s shares on the last trading day prior to announcement by the 30-, 60- or 90-trading day VWAP of the WPZ as calculated from March 15, 2018, or after the FERC announcement of MLP income tax recovery disallowance 81


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For Reference Only TGE Financial Projections Premiums Paid Analysis Summary Results – All Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 65.4% (0.6%) — 80.2% (0.9%) — 62.1% Implied TGE Share Price Range $13.12 — $23.73 $18.19 — $32.98 $19.61 — $32.10 Median Merger Premium 13.3% 13.1% 13.0% Median-Implied TGE Share Value $16.26 $20.69 $22.38 Summary Results – Cash Transactions 1-Day Prior Spot 30-Day VWAP 60-Day VWAP Relevant Share Price 1 $14.35 $18.30 $19.80 Historical Merger Premium Range (8.6%) — 31.3% 3.4% — 32.0% 3.2% — 32.1% Implied TGE Share Price Range $13.12 — $18.83 $18.93 — $24.16 $20.43 — $26.16 Median Merger Premium 13.4% 10.8% 15.2% Median-Implied TGE Share Value $16.28 $20.29 $22.80 Source: Bloomberg, FactSet 1. Based on unaffected date of August 27, 2019 82
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A. Weighted Average Cost of Capital
Weighted Average Cost of Capital TGE Cost of Equity and Weighted Average Cost of Capital ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 12/16/19 Value Preferred Total Capitalization Beta 1 2 Equity Beta Crestwood Equity Partners LP $30.25 $2,252.9 $2,888.4 56.2% 0.75 0.40 Enable Midstream Partners, LP 10.27 4,469.0 4,765.0 51.6% 0.72 0.41 Enbridge Inc. 38.63 78,431.9 56,371.5 41.8% 0.65 0.41 Energy Transfer LP 12.80 34,366.6 50,291.3 59.4% 1.03 0.51 EnLink Midstream, LLC 5.47 2,690.7 5,984.0 69.0% 1.02 0.37 Kinder Morgan, Inc. 20.58 46,613.0 35,357.0 43.1% 0.89 0.56 CAPM Plains All American Pipeline, L.P. 17.70 13,006.5 12,313.0 48.6% 0.88 0.53 TC PipeLines, LP 40.12 2,995.4 1,994.0 40.0% 0.78 0.53 Targa Resources Corp. 37.51 8,731.8 7,807.8 47.2% 1.05 0.62 The Williams Companies, Inc. 22.82 27,761.6 22,292.0 44.5% 0.96 0.59 Mean 50.1% 0.87 0.49 Median 47.9% 0.89 0.52 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Peer Group Beta TGE Beta Risk-free Rate 3 2.2% 2.2% Unlevered Beta 0.52 0.54 Debt and Preferred / Total Capitalization 40.1% 40.1% Adjusted Levered Equity Beta 0.78 0.81 WACC Supply-Side MRP Historical MRP Supply-Side MRP Historical MRP Market Risk Premium 4 6.1% 6.9% 6.1% 6.9% Small Company Risk Premium 5 0.9% 0.9% Equity Cost of Capital 6 7.8% 8.4% 8.0% 8.6% Pre-Tax Cost of Debt 7 6.3% 6.3% After-Tax Cost of Debt 8 4.8% 4.8% WACC 6.6% 7.0% 6.7% 7.1% Peer Group Beta TGE Beta Supply-Side MRP WACC Sensitivities Historical MRP WACC Sensitivities Supply-Side MRP WACC Sensitivities Historical MRP WACC Sensitivities Unlevered Beta Unlevered Beta Unlevered Beta Unlevered Beta / 0.45 0.50 0.52 0.55 0.60 / 0.45 0.50 0.52 0.55 0.60 / 0.45 0.50 0.54 0.55 0.60/ 0.45 0.50 0.54 0.55 0.60 on on on on red i t 25.0% 6.1% 6.4% 6.5% 6.6% 6.9% red i t 25.0% 6.4% 6.7% 6.8% 7.0% 7.4% red t i 25.0% 6.1% 6.4% 6.6% 6.6% 6.9% red i t 25.0% 6.4% 6.7% 7.0% 7.0% 7.4% fer liza 30.0% 6.1% 6.4% 6.5% 6.7% 7.0% fer liza 30.0% 6.4% 6.8% 6.9% 7.1% 7.4% fer liza 30.0% 6.1% 6.4% 6.6% 6.7% 7.0% fer liza 30.0% 6.4% 6.8% 7.0% 7.1% 7.4% Pre a 35.0% 6.2% 6.5% 6.6% 6.7% 7.0% Pre a 35.0% 6.5% 6.8% 6.9% 7.1% 7.4% Pre a 35.0% 6.2% 6.5% 6.7% 6.7% 7.0% Pre a 35.0% 6.5% 6.8% 7.0% 7.1% 7.4% pit Ca 40.1% 6.2% 6.5% 6.6% 6.8% 7.1% pit Ca 40.1% 6.5% 6.9% 7.0% 7.2% 7.5% Ca pit 40.1% 6.2% 6.5% 6.7% 6.8% 7.1% Ca pit 40.1% 6.5% 6.9% 7.1% 7.2% 7.5% and 45.0% 6.3% 6.6% 6.7% 6.8% 7.1% and 45.0% 6.6% 6.9% 7.0% 7.2% 7.5% and 45.0% 6.3% 6.6% 6.8% 6.8% 7.1% and 45.0% 6.6% 6.9% 7.1% 7.2% 7.5% ebt al 50.0% 6.3% 6.6% 6.7% 6.9% 7.2% ebt al 50.0% 6.7% 7.0% 7.1% 7.3% 7.6% ebt al 50.0% 6.3% 6.6% 6.8% 6.9% 7.2%ebt al 50.0% 6.7% 7.0% 7.2% 7.3% 7.6% D Tot 55.0% 6.4% 6.7% 6.8% 6.9% 7.2% D Tot 55.0% 6.7% 7.0% 7.1% 7.3% 7.6% D Tot 55.0% 6.4% 6.7% 6.9% 6.9% 7.2% D Tot 55.0% 6.7% 7.0% 7.2% 7.3% 7.6% 2. 1. Unlevered Source: Predicted Beta calculated raw betas as: from Adjusted FactSet; Equity Adjusted Beta × Equity (E/(E Beta + D × calculated (1-T)); Assumes as: (0.67) corporate × Raw Beta tax rate + (0.33) of 29.6% × 1.0 for MLPs, 21.0% for C-Corps 3. 4. 20-year Source: Treasury Duff & Phelps as of December 16, 2019 5. 6. Decile: Equity Cost Mid Cap of Capital (4) with calculated equity value as: Risk-free range of $ rate 4,504.1 + (Levered million Equity to $7,254.2 Beta million × Market Risk Premium) + Small Company Risk Premium 8. 7. Based Assumes on 23.8% yield-to-worst effective of tax TGE rate notes due 2028 83


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Weighted Average Cost of Capital TGE Cost of Equity Analysis – Expected Market Return ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Distribution/Dividend Total Partnership/Corporation 12/16/19 Value Current Yield Growth Return Crestwood Equity Partners LP $30.25 $2,252.9 7.9% 5.6% 13.5% Enable Midstream Partners, LP 10.27 4,469.0 12.9% 0.2% 13.1% Enbridge Inc. 38.63 78,431.9 5.8% 6.6% 12.4% Energy Transfer LP 12.80 34,366.6 9.5% 1.5% 11.0% Total EnLink Midstream, LLC 5.47 2,690.7 20.7% (15.7%) 5.0% Expected Kinder Morgan, Inc. 20.58 46,613.0 4.9% 9.0% 13.8% Market Plains All American Pipeline, L.P. 17.70 13,006.5 8.1% 5.8% 13.9% Return TC PipeLines, LP 40.12 2,995.4 6.5% 2.5% 9.0% Targa Resources Corp. 37.51 8,731.8 9.7% 0.6% 10.3% The Williams Companies, Inc. 22.82 27,761.6 6.7% 5.6% 12.3% Mean 11.4% Median 12.3% Tallgrass Energy, LP $18.29 $5,145.6 12.0% 0.7% 12.8% Source: TGE management, Public filings, Wall Street research, FactSet 84
Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – REX Natural Gas Transportation ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 1 Beta 2 Partnership/Corporation 12/16/19 Value Preferred Equity Total Capitalization Beta Enbridge Inc. $38.63 $78,431.9 $56,371.5 41.8% 0.65 0.41 Energy Transfer LP 12.80 34,366.6 50,291.3 59.4% 1.03 0.51 EQM Midstream Partners, LP 25.39 5,089.6 6,599.5 56.5% 0.88 0.46 Kinder Morgan, Inc. 20.58 46,613.0 35,357.0 43.1% 0.89 0.56 TC Energy Corporation 51.68 48,414.1 41,052.4 45.9% 0.71 0.42 CAPM TC PipeLines, LP 40.12 2,995.4 1,994.0 40.0% 0.78 0.53 The Williams Companies, Inc. 22.82 27,761.6 22,292.0 44.5% 0.96 0.59 Mean 47.3% 0.84 0.50 Median 44.5% 0.88 0.51 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.51 Unlevered Beta Debt and Preferred / Total Capitalization 44.5%/ 0.40 0.45 0.51 0.60 0.65 Adjusted Levered Equity Beta 0.82 30.0% 6.1% 6.4% 6.8% 7.3% 7.6% erred 35.0% 6.2% 6.5% 6.8% 7.3% 7.6% Supply-Side MRP Historical MRP Pref 40.0% 6.2% 6.5% 6.8% 7.3% 7.6% 4 WACC Market Risk Premium 6.1% 6.9%nd 44.5% 6.2% 6.5% 6.8% 7.3% 7.6% 5Capitalization 50.0% 6.3% 6.6% 6.9% 7.4% 7.6% Small Company Risk Premium 1.3% a Equity Cost of Capital 6 8.5% 9.1% t Deb Total 55.0% 6.3% 6.6% 6.9% 7.4% 7.7% 7 60.0% 6.4% 6.6% 6.9% 7.4% 7.7% Pre-Tax Cost of Debt 6.3% After-Tax Cost of Debt 8 4.8% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta WACC 6.8% 7.2% / 0.40 0.45 0.51 0.60 0.65 tion 30.0% 6.4% 6.7% 7.1% 7.7% 8.0% erred ef za 35.0% 6.5% 6.8% 7.2% 7.7% 8.0% r P itali 40.0% 6.5% 6.8% 7.2% 7.7% 8.1% nd p Ca 44.5% 6.5% 6.8% 7.2% 7.8% 8.1% al 50.0% 6.6% 6.9% 7.2% 7.8% 8.1% t 55.0% 6.6% 6.9% 7.3% 7.8% 8.1% De b Tota 60.0% 6.6% 6.9% 7.3% 7.8% 8.1% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Mid Cap (5) with equity value range of $2,996.0 million to $4,503.5 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 85


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Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Non-REX Natural Gas Transportation ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered 1 Beta 2 Partnership/Corporation 12/16/19 Value Preferred Equity Total Capitalization Beta Enbridge Inc. $38.63 $78,431.9 $56,371.5 41.8% 0.65 0.41 Energy Transfer LP 12.80 34,366.6 50,291.3 59.4% 1.03 0.51 EQM Midstream Partners, LP 25.39 5,089.6 6,599.5 56.5% 0.88 0.46 Kinder Morgan, Inc. 20.58 46,613.0 35,357.0 43.1% 0.89 0.56 TC Energy Corporation 51.68 48,414.1 41,052.4 45.9% 0.71 0.42 CAPM TC PipeLines, LP 40.12 2,995.4 1,994.0 40.0% 0.78 0.53 The Williams Companies, Inc. 22.82 27,761.6 22,292.0 44.5% 0.96 0.59 Mean 47.3% 0.84 0.50 Median 44.5% 0.88 0.51 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.51 Unlevered Beta Debt and Preferred / Total Capitalization 44.5%/ 0.40 0.45 0.51 0.60 0.65 Adjusted Levered Equity Beta 0.82 30.0% 6.5% 6.8% 7.1% 7.6% 7.9% erred 35.0% 6.5% 6.8% 7.1% 7.6% 7.9% Supply-Side MRP Historical MRP Pref 40.0% 6.5% 6.8% 7.1% 7.6% 7.9% 4 WACC Market Risk Premium 6.1% 6.9%nd 44.5% 6.5% 6.8% 7.1% 7.6% 7.9% 5Capitalization 50.0% 6.6% 6.8% 7.1% 7.6% 7.9% Small Company Risk Premium 1.8% a Equity Cost of Capital 6 9.0% 9.6% t Deb Total 55.0% 6.6% 6.8% 7.1% 7.6% 7.9% 7 60.0% 6.6% 6.8% 7.2% 7.6% 7.9% Pre-Tax Cost of Debt 6.3% After-Tax Cost of Debt 8 4.8% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta WACC 7.1% 7.5% / 0.40 0.45 0.51 0.60 0.65 tion 30.0% 6.8% 7.1% 7.5% 8.1% 8.4% erred ef za 35.0% 6.8% 7.1% 7.5% 8.1% 8.4% r P itali 40.0% 6.8% 7.1% 7.5% 8.1% 8.4% nd p Ca 44.5% 6.8% 7.1% 7.5% 8.0% 8.4% al 50.0% 6.8% 7.1% 7.5% 8.0% 8.3% t 55.0% 6.8% 7.1% 7.5% 8.0% 8.3% De b Tota 60.0% 6.8% 7.1% 7.5% 8.0% 8.3% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Low Cap (8) with equity value range of $730.0 million to $1,292.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 86
Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Crude Oil Transportation ($ in millions, except per unit amounts) Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Value Preferred Equity Total Capitalization Beta 1 2 Partnership 12/16/19 Beta Genesis Energy, L.P. $19.96 $3,244.2 $4,223.3 56.6% 1.01 0.52 Global Partners LP 20.29 694.4 1,207.2 63.5% 0.84 0.38 Holly Energy Partners, L.P. 22.11 2,333.9 1,506.5 39.2% 0.74 0.51 Magellan Midstream Partners, L.P. 63.27 14,451.1 5,205.8 26.5% 0.71 0.57 MPLX LP 25.69 27,189.1 20,759.0 43.3% 0.79 0.51 NuStar Energy L.P. 26.30 2,834.8 4,123.7 59.3% 1.15 0.57 CAPM Phillips 66 Partners LP 59.02 13,431.4 4,561.0 25.3% 0.75 0.61 Plains All American Pipeline, L.P. 17.70 13,006.5 12,313.0 48.6% 0.88 0.53 Shell Midstream Partners, L.P. 20.15 4,796.7 2,719.0 36.2% 0.75 0.54 Mean 44.3% 0.85 0.52 Median 43.3% 0.79 0.53 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Supply-Side MRP (6.1%) WACC Sensitivities Risk-free Rate 3 2.2% Unlevered Beta 0.53 Unlevered Beta / 0.40 0.45 0.53 0.60 0.65 Debt and Preferred / Total Capitalization 43.3% 30.0% 6.1% 6.4% 6.9% 7.3% 7.6% Adjusted Levered Equity Beta 0.83 erred 35.0% 6.2% 6.5% 6.9% 7.3% 7.6% Supply-Side MRP Historical MRP Pref 40.0% 6.2% 6.5% 6.9% 7.3% 7.6% WACC Market Risk Premium 4 6.1% 6.9%nd Capitalization 43.3% 6.2% 6.5% 6.9% 7.3% 7.6% 5 a 50.0% 6.3% 6.6% 7.0% 7.4% 7.6% Small Company Risk Premium 1.3%t 55.0% 6.3% 6.6% 7.0% 7.4% 7.7% Equity Cost of Capital 6 8.6% 9.2% Deb Total 60.0% 6.4% 6.6% 7.0% 7.4% 7.7% Pre-Tax Cost of Debt 7 6.3% 8 Historical MRP (6.9%) WACC Sensitivities After-Tax Cost of Debt 4.8% Unlevered Beta / 0.40 0.45 0.53 0.60 0.65 WACC 6.9% 7.3% tion 30.0% 6.4% 6.7% 7.2% 7.7% 8.0% erred ef za 35.0% 6.5% 6.8% 7.3% 7.7% 8.0% r P itali 40.0% 6.5% 6.8% 7.3% 7.7% 8.1% nd p Ca 43.3% 6.5% 6.8% 7.3% 7.8% 8.1% al 50.0% 6.6% 6.9% 7.3% 7.8% 8.1% t 55.0% 6.6% 6.9% 7.4% 7.8% 8.1% De b Tota 60.0% 6.6% 6.9% 7.4% 7.8% 8.1% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Mid Cap (5) with equity value range of $2,996.0 million to $4,503.5 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 87


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Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Terminals ($ in millions, except per unit amounts) Unit Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership 12/16/19 Value Preferred Total Capitalization 1 2 Equity Beta Beta Global Partners LP $20.29 $694.4 $1,207.2 63.5% 0.84 0.38 Sprague Resources LP 16.71 380.1 595.3 61.0% 0.96 0.46 USD Partners LP 10.20 275.9 213.4 43.6% 0.58 0.38 CAPM Mean 56.0% 0.79 0.40 Median 61.0% 0.84 0.38 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Unlevered Beta 0.38 Debt and Preferred / Total Capitalization 61.0% Adjusted Levered Equity Beta 0.83 Supply-Side MRP (6.1%) WACC Sensitivities Supply-Side MRP Historical MRP Unlevered Beta 4 WACC Market Risk Premium 6.1% 6.9%/ 0.30 0.35 0.38 0.40 0.45 Small Company Risk Premium 5 2.5% 45.0% 6.4% 6.6% 6.8% 6.9% 7.2% Equity Cost of Capital 6 9.7% 10.3% erred 50.0% 6.3% 6.6% 6.8% 6.9% 7.2% 7 Pref 55.0% 6.3% 6.6% 6.7% 6.9% 7.1% Pre-Tax Cost of Debt 6.3% 61.0% 6.3% 6.6% 6.7% 6.8% 7.1% After-Tax Cost of Debt 8 4.8% nd Capitalization a 65.0% 6.3% 6.6% 6.7% 6.8% 7.1% t Total 70.0% 6.3% 6.5% 6.7% 6.8% 7.1% WACC 6.7% 7.0% Deb 75.0% 6.3% 6.5% 6.7% 6.8% 7.0% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta / 0.30 0.35 0.38 0.40 0.45 tion 45.0% 6.6% 6.9% 7.0% 7.2% 7.5% erred ef za 50.0% 6.5% 6.8% 7.0% 7.2% 7.5% r P itali 55.0% 6.5% 6.8% 7.0% 7.1% 7.4% nd p Ca 61.0% 6.5% 6.8% 7.0% 7.1% 7.4% al 65.0% 6.5% 6.8% 6.9% 7.1% 7.4% t 70.0% 6.5% 6.8% 6.9% 7.1% 7.3% De b Tota 75.0% 6.5% 6.7% 6.9% 7.0% 7.3% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Micro Cap (9) with equity value range of $325.4 million to $727.8 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 88
Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Gathering and Processing ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation Value Preferred Equity Total Capitalization Beta 1 2 12/16/19 Beta CNX Midstream Partners LP $15.14 $984.7 $639.9 39.4% 0.89 0.61 Crestwood Equity Partners LP 30.25 2,252.9 2,888.4 56.2% 0.75 0.40 DCP Midstream, LP 24.04 5,008.3 6,527.0 56.6% 1.02 0.53 Enable Midstream Partners, LP 10.27 4,469.0 4,765.0 51.6% 0.72 0.41 EnLink Midstream, LLC 5.47 2,690.7 5,984.0 69.0% 1.02 0.37 Hess Midstream Partners LP 20.82 5,925.9 1,771.0 23.0% 0.89 0.73 Noble Midstream Partners LP 25.22 2,277.6 1,368.9 37.5% 1.07 0.75 CAPM Oasis Midstream Partners LP 16.79 567.7 431.6 43.2% 0.82 0.54 Summit Midstream Partners, LP 3.51 295.7 1,992.0 87.1% 0.87 0.15 Targa Resources Corp. 37.51 8,731.8 7,807.8 47.2% 1.05 0.62 Western Midstream Partners, LP 19.34 8,761.6 7,738.6 46.9% 0.88 0.54 Mean 50.7% 0.91 0.51 Median 47.2% 0.89 0.54 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Supply-Side MRP (6.1%) WACC Sensitivities Unlevered Beta 0.54 Debt and Preferred / Total Capitalization 47.2% Unlevered Beta / 0.40 0.45 0.54 0.60 0.65 Adjusted Levered Equity Beta 0.90d on ti 35.0% 6.9% 7.2% 7.7% 8.1% 8.3% Supply-Side MRP Historical MRP 40.0% 6.9% 7.2% 7.7% 8.0% 8.3% WACC Market Risk Premium 4 6.1% 6.9% Preferre 45.0% 6.9% 7.2% 7.7% 8.0% 8.3% 5 47.2% 6.9% 7.2% 7.6% 8.0% 8.3% Small Company Risk Premium 2.5% Capitaliza 6 and 55.0% 6.9% 7.1% 7.6% 7.9% 8.2% Equity Cost of Capital 10.2% 10.9% 60.0% 6.8% 7.1% 7.6% 7.9% 8.2% Pre-Tax Cost of Debt 7 6.3% Debt Total 65.0% 6.8% 7.1% 7.5% 7.9% 8.1% After-Tax Cost of Debt 8 4.8% Historical MRP (6.9%) WACC Sensitivities WACC 7.6% 8.0% Unlevered Beta / 0.40 0.45 0.54 0.60 0.65 35.0% 7.2% 7.5% 8.1% 8.5% 8.8% 40.0% 7.2% 7.5% 8.1% 8.5% 8.8% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Preferred 45.0% 7.2% 7.5% 8.0% 8.4% 8.7% 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps Capitalization 47.2% 7.2% 7.5% 8.0% 8.4% 8.7% 3. 20-year Treasury as of December 16, 2019 and 55.0% 7.1% 7.4% 8.0% 8.3% 8.6% 4. Source: Duff & Phelps 60.0% 7.1% 7.4% 7.9% 8.3% 8.6% 5. Decile: Micro Cap (9) with equity value range of $325.4 million to $727.8 million Debt Total 65.0% 7.1% 7.4% 7.9% 8.2% 8.5% 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 89


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Weighted Average Cost of Capital Weighted Average Cost of Capital Analysis – Water Logistics ($ in millions, except per unit / share amounts) Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 12/16/19 Value Preferred Total Capitalization 1 2 Equity Beta Beta NGL Energy Partners LP $11.17 $1,431.6 $3,122.3 68.6% 1.06 0.42 Rattler Midstream LP 17.08 2,625.3 103.0 3.8% 0.81 0.79 Select Energy Services, Inc. 8.92 945.4 12.4 1.3% 1.28 1.27 CAPM Mean 24.5% 1.05 0.83 Median 3.8% 1.06 0.79 Tallgrass Energy, LP $18.29 $5,145.6 $3,451.3 40.1% 0.81 0.54 Risk-free Rate 3 2.2% Unlevered Beta 0.79 Debt and Preferred / Total Capitalization 3.8% Adjusted Levered Equity Beta 0.81 Supply-Side MRP (6.1%) WACC Sensitivities Supply-Side MRP Historical MRP Unlevered Beta 4 WACC Market Risk Premium 6.1% 6.9%/ 0.70 0.75 0.79 0.85 0.90 Small Company Risk Premium 5 1.8% 0.0% 8.3% 8.6% 8.8% 9.2% 9.5% Equity Cost of Capital 6 9.0% 9.6% erred 3.8% 8.3% 8.6% 8.8% 9.2% 9.5% 7 Pref 10.0% 8.2% 8.5% 8.8% 9.1% 9.4% Pre-Tax Cost of Debt 6.3% 15.0% 8.2% 8.5% 8.8% 9.1% 9.4% After-Tax Cost of Debt 8 4.8% nd Capitalization a 20.0% 8.2% 8.5% 8.8% 9.1% 9.4% t Total 25.0% 8.2% 8.5% 8.7% 9.1% 9.4% WACC 8.8% 9.4% Deb 30.0% 8.2% 8.5% 8.7% 9.1% 9.4% Historical MRP (6.9%) WACC Sensitivities Unlevered Beta / 0.70 0.75 0.79 0.85 0.90 tion 0.0% 8.8% 9.2% 9.4% 9.8% 10.2% erred ef za 3.8% 8.8% 9.1% 9.4% 9.8% 10.2% r P itali 10.0% 8.8% 9.1% 9.4% 9.8% 10.1% nd p Ca 15.0% 8.8% 9.1% 9.4% 9.8% 10.1% al 20.0% 8.7% 9.1% 9.3% 9.7% 10.1% t 25.0% 8.7% 9.1% 9.3% 9.7% 10.0% De b Tota 30.0% 8.7% 9.0% 9.3% 9.7% 10.0% 1. Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 2. Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% for MLPs, 21.0% for C-Corps 3. 20-year Treasury as of December 16, 2019 4. Source: Duff & Phelps 5. Decile: Low Cap (8) with equity value range of $730.0 million to $1,292.2 million 6. Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium 7. Based on yield-to-worst of TGE notes due 2028 8. Assumes 23.8% effective tax rate 90
B. TGE Shareholder Tax Impact


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TGE Shareholder Tax Impact ($ per share) Annual Shareholder Tax Impact For the Nine Months TGE Shares Acquired for the Year Ending, Ending June 30, 1 2 At IPO 2015A 2016A 2017A 2018A MLP Buy-In 2019A Average TGE / TEGP Price $29.00 $26.69 $21.33 $26.22 $22.46 $22.16 $22.23 Less: TGE / TEGP Return of Capital per Share (5.24) (5.22) (4.73) (3.70) (2.35) (2.18) (0.89) Average TGE Basis $23.76 $21.48 $16.60 $22.52 $20.10 $19.98 $21.35 Proposed Consideration $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 Less: Average TGE Tax Basis (23.76) ($21.48) ($16.60) ($22.52) ($20.10) ($19.98) ($21.35) Net Capital Gain per Share ($1.31) $0.97 $5.85 ($0.07) $2.35 $2.47 $1.10 Capital Gain Rate 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Average Tax Liability $— $0.19 $1.17 $— $0.47 $0.49 $0.22 Quarterly Shareholder Tax Impact TGE Shares Acquired During the Quarter Ending, At MLP IPO Q2 ‘15 1 Q3 ‘15 Q4 ‘15 Q1 ‘16 Q2 ‘16 Q3 ‘16 Q4 ‘16 Q1 ‘17 Q2 ‘17 Q3 ‘17 Q4 ‘17 Q1 ‘18 Q2 ‘18 Buy-In2 Q3 ‘18 Q4 ‘18 Q1 ‘19 Q2 ‘19 Q3 ‘19 Average TGE / TEGP Price $29.00 $31.80 $27.92 $20.36 $15.25 $21.53 $23.89 $24.66 $27.48 $26.40 $25.96 $25.03 $22.36 $21.21 $22.16 $23.71 $22.54 $23.60 $23.70 $19.40 Less: TGE / TEGP Return of Capital per Share (5.24) (5.24) (5.24) (5.17) (5.02) (4.85) (4.64) (4.40) (4.13) (3.86) (3.57) (3.23) (2.87) (2.58) (2.18) (2.18) (1.79) (1.38) (0.86) (0.43) Average TGE Basis $23.76 $26.56 $22.67 $15.19 $10.23 $16.68 $19.25 $20.27 $23.35 $22.54 $22.39 $21.81 $19.49 $18.64 $19.98 $21.53 $20.76 $22.23 $22.84 $18.97 Proposed Consideration $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 $22.45 Less: Average TGE Tax Basis (23.76) (26.56) (22.67) (15.19) (10.23) (16.68) (19.25) (20.27) (23.35) (22.54) (22.39) (21.81) (19.49) (18.64) (19.98) (21.53) (20.76) (22.23) (22.84) (18.97) Net Capital Gain per Share ($1.31) ($4.11) ($0.22) $7.26 $12.22 $5.77 $3.20 $2.18 ($0.90) ($0.09) $0.06 $0.64 $2.96 $3.81 $2.47 $0.92 $1.69 $0.22 ($0.39) $3.48 Capital Gain Rate 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Average Tax Liability at $22.45 per Share $— $— $— $1.45 $2.44 $1.15 $0.64 $0.44 $— $— $0.01 $0.13 $0.59 $0.76 $0.49 $0.18 $0.34 $0.04 $— $0.70 95,386,194 TGE Class A Shares issued as consideration for the MLP Buy-In Source: Public filings 1. From IPO date of May 7, 2015 through June 30, 2015 2. TGE price of $22.16 per share as of the MLP Buy-In completion on June 30, 2018 91
C. Overview of TGE by Business Segment


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Overview of TGE by Business Segment Other Natural Gas Transportation (“Non-REX Natural Gas Transportation”) Tallgrass Interstate Gas Transmission, LLC (“TIGT”) Trailblazer Pipeline Company LLC (“Trailblazer”) ï® TIGT owns and operates approximately 4,641 miles of ï® On April 1, 2014, TEP completed the acquisition of natural gas transportation pipelines serving Wyoming, Trailblazer, which owns the Trailblazer Pipeline, from Colorado, Kansas, Missouri and Nebraska Tallgrass Development, LP (“Tallgrass Development”) for total consideration of approximately $164 million ï,„ Approximately 2.0 billion cubic feet per day (“Bcfd”) of transportation capacity with approximately 80.0% of ï® Trailblazer is a 465-mile, FERC-regulated natural gas capacity under firm contract1 pipeline that begins along the border of Wyoming and Colorado and extends to Beatrice, Nebraska ï® TIGT also owns the Huntsman Natural Gas Storage Facility, located in Cheyenne County, Nebraskaï,„ Total system design capacity of approximately 902 million cubic feet per day (“MMcfd”), a majority of whichï,„ Approximately 16.0 billion cubic feet (“Bcf”) of FERC- 1 is under firm transportation contracts with a weighted-certificated working gas storage capacity average remaining life of approximately five years as of December 31, 2018 Non-REX Natural Gas Transportation EBITDA ($MM) Non-REX Natural Gas Transportation Map $89.8 $89.7 $87.9 $84.1 $82.0 Cheyenne $78.9 Beatrice $75.8 Legend TIGT Trailblazer 2017A 2018A 2019E 2020E 2021E 2022E 2023E Compressor Station Huntsman Storage Facility Source: TGE investor presentations, website and public filings 1. As of December 31, 2018 92
Overview of TGE by Business Segment Tallgrass Midstream, LLC (“TMID”) ï® TMID owns and operates one natural gas and one crude oil gathering system, two natural gas processing plants, two NGL pipelines and one fractionator in the Powder River Basinï,„ Combined natural gas processing capacity of approximately 190 MMcfd ï,„ The Casper Processing Plant has 3.5 thousand barrels per day (“MBpd”) of NGL fractionation capacity ï,„ The NGL pipelines connect a third-party processing plant in Northeast Colorado to an interconnect with Overland Pass Pipeline (owned by The Williams Companies, Inc. and ONEOK, Inc. (“ONEOK”)) and the Douglas Processing Plant to an interconnect with ONEOK’s Bakken NGL Pipeline ï,„ TEP acquired the Douglas Natural Gas Gathering System from DCP Midstream Partners, LP for cash consideration of approximately $128 million in June 2017 ï,„ In August 2017, TEP acquired Outrigger Energy LLC’s crude oil gathering system in the Powder River Basin for approximately $36 millionï® TMID also owns a natural gas treating facility located in West Frenchie Draw, WY TMID EBITDA ($MM) TMID Map Benefit of approximately $89 million of growth capital expenditures primarily Legend attributed to connecting new wells and building out the gathering system $51.1 TMID Natural Gas Gathering $49.8 TMID Crude Oil Gathering $47.1 Compressor Station $41.5 Processing Plant Treater $33.0 $31.1 West Frenchie Draw Treater $20.7 2017A 2018A 2019E 2020E 2021E 2022E 2023E Casper Douglas Processing Plant Processing Plant Source: TGE investor presentations, website and public filings 93


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Overview of TGE by Business Segment BNN Water Solutions, LLC (“BNN”) ï® In Q4 2013, TEP entered into a joint venture agreement with BNN Energy LLC to invest in the construction and operation of a fresh water transportation pipeline located in Weld County, CO ï,„ In Q2 2014, TEP expanded the joint venture by combining its 50.0% interest in a freshwater transportation pipeline in Weld County, CO, with the 50.0% interest of its joint venture partner into a newly formed entity, BNN Water Solutions, LLC, which is also engaged in wastewater reclamation from municipalities in Texas Transaction Date Basin Value ($MM) Commentary Additional 12.0% Equity Interest in BNN May 20, 2015 N/A $0.6 Acquired an additional 12.0% equity interest in BNN from NR2, LLC The acquisition of Whiting Oil & Gas Corporation’s Redtail Saltwater Redtail Water Business December 16, 2015 DJ $75.0 Disposal and Fresh Water Transportation and Storage System in Weld County, CO The acquisition of a 63% interest in freshwater facilities in Weld Freshwater Facilities July 26, 2017 DJ $7.0 County, CO Clarkelen Water Disposal Facility August 2017 Powder River N/A Currently capable of disposing up to 40 MBpd A produced water gathering and disposal system with approximately BNN North Dakota January 2018 Williston $95.0 133,000 acres under dedication NGL Water Solutions Bakken, LLC December 3, 2018 Williston $91.0 Five saltwater disposal wells from NGL Energy Partners LP Owns a 100% interest in Central Environmental Services; seller Marcellus / 92.0% Interest in CES Holdings, Inc May 1, 2019 $52.0 received a 7.65% interest in the acquiring entity, BNN Eastern, LLC Utica and assets include a saltwater disposal facility in Southeastern Ohio BNN EBITDA ($MM) BNN Map $136.3 $136.7 North Dakota Eastern $127.2 $104.7 Great Plains $74.0 Western $43.4 $23.1 Colorado Water 2017A 2018A 2019E 2020E 2021E 2022E 2023E West Texas South Texas Source: TGE investor presentations, website and public filings 94
Overview of TGE by Business Segment Tallgrass Terminals, LLC (“Terminals”) Tallgrass Terminals, LLC owns and assets providing storage capacity Terminals Mapï® operates and additional injection points for Pony Express, including a terminal approximately five miles east of Sterling, CO (the “Sterling Terminal”), a Guernsey South Terminal PRE Guernsey terminal near Buckingham, CO (the “Buckingham Terminal”), a 60% interest in Terminal Deeprock Development, LLC (“Deeprock Development”) and approximately 900 acres of surface real property Guernsey ï,„ The Sterling Terminal is a 1.3 million barrel (“MMBbl”) shell capacity crude oil storage terminal located approximately five miles east of Sterling, CO at Pawnee Terminal the intersection of PXP’s Guernsey-to-Sterling line segment and the Northeast Colorado Lateral (“NECL”) Sterling Terminal ï,„ The Buckingham Terminal is a 42 MBpd crude oil truck unloading terminal located 0.25 miles from Colorado State Highway 14 in Buckingham, CO Natoma Terminal ï,„ The Deeprock Terminal is a 2.3 MMBbl shell capacity crude oil storage terminal located approximately three miles northeast of Cushing, OK Buckingham Terminal • In July 2017, Terminals acquired an additional 49% interest in the Deeprock Terminal Grasslands Terminal • Deeprock Terminal is a joint venture between KMI (11%), Deeprock Energy Resources LLC (20%) and TGE (69%)ï® In January 2018, Terminals acquired a 38% interest in Deeprock North, LLC (“Deeprock North”), which owns a crude oil terminal in North Cushing, OK, immediately adjacent to the Deeprock Development crude oil terminal facility, for $19.5 million Legend Deeprock Terminalï® Immediately following the acquisition, Deeprock North merged into Deeprock PXP Development, increasing storage capacity to 4.0 MMBbl Hereford Lateral ï® On January 3, 2018, Terminals entered into an agreement to acquire a 51% Terminal Cushing interest in a Pawnee, CO crude oil terminal from Zenith Energy Management for approximately $31 million Terminals EBITDA ($MM)ï® In April 2018, the Natoma Terminal, a 0.1 MMBbl facility located in North-Central Kansas, was placed into service and can deliver up to 20 MBpd of $36.0 $36.6 $37.0 $37.6 $38.1 crude oil to PXP $26.7 Terminals recently constructed the approximately 0.3 Grasslands $12.2 ï® MMBbl Terminal, located in Platteville, CO, which was placed in service in Q2 2019, bringing Terminals total storage capacity to approximately 5.9 MMBbls 2017A 2018A 2019E 2020E 2021E 2022E 2023E Source: TGE investor presentations, website and public filings 95


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Overview of Pony Express
Overview of Pony Express Pony Express Pipeline, LLC PXP Map ï® TEP acquired PXP from Tallgrass Development in four transactions for aggregate consideration of over $2.05 billion: (i) 33.3% of PXP for Legend $600.0 million in September 2014; (ii) 33.3% of PXP for $700.0 million in PXP March 2015; (iii) 31.3% of PXP for $743.6 million in January 2016 and Hereford Lateral (iv) the remaining 2.0% interest in February 2018 Terminal Pump Station ï® PXP’s Guernsey-to-Cushing Mainline began commercial service in Guernsey South McPherson Refinery Terminal October 2014 and NECL began commercial service in late April 2015 El Dorado Refinery PRE Guernsey ï® In January 2018, PXP completed connections to Holly Frontier Terminal Corporation’s 135 MBpd El Dorado Refinery and CHS, Inc.’s 100 MBpd Guernsey McPherson Refinery ï® The Platteville Extension is a 55-mile lateral connecting PXP to the Pawnee Terminal Grasslands Terminal and was placed into service in Q2 2018 ï® On May 1, 2019, TGE announced the expansion of PXP’s Mainline Sterling Terminal capacity in addition to the construction of the Hereford Lateral, a 30-mile, 12-inch pipeline from Hereford, CO to Pawnee, CO 1, TGE a binding open season soliciting Natoma Terminalï® On October 2019, announced shipper commitments under a joint tariff between PXP and Iron Horse Buckingham Terminal Pipeline Grasslands ï® On November 5, 2019, TGE announced a capacity expansion of PXP Terminal for approximately 70 MBpd Crude Oil Transportation EBITDA ($MM)1 $336.0 $260.4 $242.7 $231.2 $224.2 $232.4 $240.2 Deeprock Terminal Cushing 2017A 2018A 2019E 2020E 2021E 2022E 2023E Source: TGE investor presentations, website and public filings 1. Includes adjustment of approximately $0.3 million per year to reclassify maintenance capital expenditures per TGE management 96


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Overview of Pony Express Upstream Pipelines ï® For the three months ended September 30, 2019, Pony Express transported an average of 365.3 MBpd versus average contracted capacity of 310.2 MBpd Legend Bluestem Elk Creek Keystone XL Liberty Pipeline Seahorse Cheyenne Connector Hereford Lateral PXP Belle Fourche Butte Hereford Lateral Bridger Length: 30 miles Hiland Diameter: 12-inch Capacity: N/A Guernsey Segment In-Service: N/A Length: 145 miles Diameter: 20-inch Platteville Extension Capacity: 230 MBpd Length: 55 miles In-Service: Sep-14 Diameter: N/A Capacity: 80 MBpd Northern Mainline In-Service: Q2 2018 Length: 285 miles Diameter: 22-24 inches Northeast Colorado Lateral Capacity: 342 MBpd Length: 70 miles In-Service: Sep-14 Diameter: 16-20 inches Capacity: 90 MBpd In-Service: Apr-15 Southern Mainline Length: 260 miles Diameter: 24-inch Capacity: 342 MBpd In-Service: Sep-14 Source: Public filings Note: Capacities exclude the 70 MBpd expansion announced on November 5, 2019 97
Overview of Pony Express Powder River Gateway, LLC (“PRG”) PRG Map ï® In February 2018, TEP entered into an agreement with Silver Creek Midstream, LLC (“Silver Creek”) to form Iron Horse Pipeline, LLC (“Iron Horse Pipeline”) ï® On July 10, 2018, TGE and Silver Creek announced a binding open season to solicit shipper commitments for the Iron Horse Pipeline, in addition to a secured 10-year producer-supported committed transportation contract for 15 MBpd ï® Effective January 1, 2019, TGE and Silver Creek expanded the joint venture through contributions to Powder River Gatewayï® Through the expansion, TGE acquired a 51.0% membership interest in Powder River Gateway, which owns the Powder River Express Pipeline, the Iron Horse Pipeline and two crude terminal facilities in Guernsey, WY ï,„ Approximately 190 MBpd of total transportation capacity across the systems and fully constructed terminal storage capacity of 1.0 MMBbls Guernsey • The Powder River Express Pipeline is a 70-mile, 12-inch pipeline that transports crude oil from the Powder River Basin to Guernsey, WY • The Iron Horse Pipeline is an 80-mile, 16-inch pipeline placed into service May 2019 that Legend transports crude oil from the Powder River Basin to Iron Horse Guernsey, WY Powder River Express Source: TGE investor presentations, website and public filings 98


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Bakken Shale – Activity and Production Bakken Shale Permits Bakken Shale Crude Oil Production (MBpd) Bakken Shale Spuds Bakken Shale Historical Active Rigs 421 383 500 499 516 570 707 755 630 573 695 718 649 693 693 778 778 814 814 624 624 500 500 538 538 378 378 218 218 190 190 255 192 219 261 358 343 321 335 438 413 383 406 367 2011 2012 2014 2014 2015 2016 2017 2019 Source: Drillinginfo and BakerHughes Note: Includes the following counties: Billings (ND), Divide (ND), Dunn (ND), Golden Valley (ND), McKenzie (ND), Mountrail (ND), Richland (MT) and Williams (ND) Overview of Pony Express 305 304 429 420 452 530 530 539 539 527 557 562 587 551 609 629 710 610 437 314 289 293 123 144 177 166 205 261 286 289 314 308 361 365 310 356 271 2011 2012 2012 2013 2014 2015 2016 2017 2018 2019 — 200 400 600 800 1,000 1,200 1,400 1,600 2011 2012 2013 2014 2015 2016 2017 2018 2019 133 144 156 161 163 176 177 168 163 155 149 146 152 157 165 164 124 78 65 57 38 24 27 30 35 43 49 47 48 54 53 50 54 56 51 51 2011 2012 2013 2014 2015 2016 2017 2018 2019 99
Crude Oil Spot Prices as of December 16, 2019 Cushing WTI $60.21 U.S. Gulf Coast Light Sweet 64.21 Patoka WTI 1 61.21 Brent (East Coast) 67.13 Pony Express Pipeline Via True Companies and Kinder Morgan Double H Operator Tallgrass Energy, LP 2019E Takeaway Capacity—Bpd 368,000 End Markets Cushing, OK Rate Estimate – ($/Bbl) ($4.28) Netback (Cushing WTI) $55.93 Alternative Basin Takeaway (In Order of Highest Netback) Enbridge Mainline North Dakota / Bakken Expansion Program Operator Enbridge Inc. 2019E Takeaway Capacity—Bpd 285,000 End Markets Clearbrook, MN; East Coast Rate Estimate – ($/Bbl) ($1.63) Netback (East Coast) $65.50 Plains Bakken North Operator Plains All American, L.P. 2019E Takeaway Capacity—Bpd 40,000 End Markets Clearbrook, MN; East Coast Rate Estimate – ($/Bbl) ($1.63) Netback (East Coast) $65.50 DAPL Operator Energy Transfer LP 2019E Takeaway Capacity—Bpd 600,000 End Markets Patoka,IL; Gulf Coast Rate Estimate – ($/Bbl) (Patoka, IL) ($5.57) Netback (Patoka, IL) $55.64 Rate Estimate – ($/Bbl) (Gulf Coast) ($6.90) Netback (Gulf Coast) $57.31 Bakken Rail Loading Facilities Operator Various 2019E Takeaway Capacity—Bpd 1,305,000 End Markets West Coast; East Coast Rate Estimate – ($/Bbl) ($12.50) Netback (East Coast) $54.63 Competing Bakken Crude Oil Takeaway Pipelines Source: FERC, Public filings 1. Assumes a $1.00 differential to Cushing WTI spot price Overview of Pony Express 100 Guernsey Patoka Cushing Legend Hereford Lateral PXP Belle Fourche Bridger Butte Dakota Access Pipeline (“DAPL”) Enbridge Hiland Plains


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Overview of Pony Express Overview of Proposed DAPL Expansion Overview DAPL Map ï® In October 2014, Energy Transfer Partners LP (“Energy Transfer” or “ETP”) and P66 announced construction of the 75/25 DAPL joint venture, a 1,158-mile crude oil pipeline extending from Stanley, ND to Patoka, IL ï,„ ETP’s 75% interest is held in Bakken Holdings Company, LLC (“Bakken HoldCo”), through its wholly owned subsidiary, Dakota Access, LLC ï,„ DAPL was placed into service on June 1, 2017 and consists of 12-, 20-, 24- and 30-inch diameter pipe with throughput capacity of 570 MBpd ï® On August 2, 2016, ETP announced the divestiture of a 49% interest in its 75% interest (36.75%) in Bakken HoldCo to MarEn Bakken Company LLC, an entity jointly owned by Enbridge Energy Partners, L.P. and Marathon Petroleum Corporation, for cash consideration of $2 billion ï® On June 20, 2019, Energy Transfer announced its plans to double crude oil throughput capacity to 1.1 MMBpd (the “DAPL Expansion”) ï,„ Energy Transfer anticipates the completion of the DAPL Expansion in late 2020E ï® On July 15, 2019, Energy Transfer announced a binding supplemental open season to solicit additional shipper commitments on DAPL ï® On November 7, 2019, Energy Transfer announced that it had extended and modified the supplemental open season to include HFOTCO as a destination for shippers 101 Patoka Stanley Guernsey Cushing Legend PXP Hereford Lateral DAPL Source: Public filings, Company presentations
Bakken Takeaway and Production Source: North Dakota Pipeline Authority (“NDPA”), Wall Street research and EIA 1. Includes Tesoro Mandan Refinery, Dakota Prairie Refinery and Davis Refinery Projected Throughput Volume and Takeaway Capacity (Bpd) Overview of Pony Express 102 — 500,000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000 2016A 2017A 2018A 2019E 2020E 2021E Local Refineries Butte Butte Expansion Enbridge Mainline North Dakota Enbridge Bakken Expansion Plains Bakken North Kinder Morgan Double H DAPL DAPL Expansion Bridger Expansion Rail Loading Facilities Crude Oil Production – EIA High Crude Oil Production – NDPA Low Crude Oil Production – NDPA September 2019 Production: 1.4 MMBpd 1


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DJ Basin – Activity and Production DJ Basin Permits DJ Basin Crude Oil Production (MBpd) DJ Basin Spuds DJ Basin Historical Active Rigs 612 739 824 630 626 636 438 492 640 664 632 724 521 703 694 1,105 973 802 785 1,290 1,027 1,054 928 948 1,069 1,250 1,270 743 615 702 1,003 1,774 886 366 371 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: Drillinginfo and BakerHughes Note: Includes the following counties: Arapahoe (CO), Adams (CO), Laramie (WY), Morgan (CO) and Weld (CO) Overview of Pony Express 522 591 598 543 555 498 393 328 306 348 376 409 416 490 521 550 476 370 424 354 202 182 230 387 455 451 490 426 378 359 316 216 49 18 34 2011 2012 2013 2014 2015 2016 2017 2018 2019 — 100 200 300 400 500 600 2011 2012 2013 2014 2015 2016 2017 2018 2019 7 10 11 10 11 14 17 15 16 21 26 26 32 34 38 39 27 21 23 22 17 12 15 19 22 25 26 23 23 24 25 27 29 27 23 19 2011 2012 2013 2014 2015 2016 2017 2018 2019 103
104 Powder River Basin – Activity and Production Powder River Basin Permits Powder River Basin Crude Oil Production (MBpd) Powder River Basin Spuds Powder River Basin Historical Active Rigs 83 91 236 134 77 90 119 136 93 116 183 142 110 126 210 132 60 38 80 26 10 10 29 28 55 48 84 63 68 67 88 93 87 94 128 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: Drillinginfo and BakerHughes Note: Includes the following counties: Big Horn (MT), Campbell (WY), Converse (WY), Crook (WY), Johnson (WY), Niobrara (WY), Powder River (MT), Rosebud (MT), Sheridan (WY) and Weston (WY) Overview of Pony Express 6 8 8 13 15 16 21 22 25 23 26 31 31 27 26 31 21 9 8 6 2 1 2 7 7 8 10 10 9 13 15 15 18 13 15 22 2011 2012 2013 2014 2015 2016 2017 2018 2019 699 601 636 543 647 459 494 515 538 644 503 485 534 678 528 744 464 636 868 767 1,370 1,030 1,131 697 1,023 1,476 1,165 514 462 206 163 130 119 190 308 2011 2012 2013 2014 2015 2016 2017 2018 2019 — 20 40 60 80 100 120 140 160 2011 2012 2013 2014 2015 2016 2017 2018 2019


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DJ Basin / Powder River Basin Crude Oil Infrastructure Overview of Pony Express Source: Public filings Note: Refinery capacity is total capacity per day 1. Capacity of two 12-inch crude pipelines 2. Saddlehorn – Grand Mesa Pipeline is owned 62.5% by Saddlehorn Pipeline Company, LLC (40% by Magellan Midstream Partners LP, 40% by Plains All American Pipeline LP, and 20% by Anadarko Petroleum Corp.) and 37.5% by NGL Energy Partners, LP Hereford Lateral Capacity: N/A Origin / Destination: Hereford-to-Pawnee Miles: 30 Operator: Tallgrass Legend PXP Hereford Lateral Grand Mesa / Saddlehorn Jayhawk Kansas Pipeline System Keystone Platte Rocky Mountain Crude White Cliffs CHS McPherson CVR Coffeyville HollyFrontier Cheyenne HollyFrontier El Dorado HollyFrontier Tulsa Phillips 66 Borger Phillips 66 Ponca City Suncor Commerce City Valero McKee Pipelines Refineries PXP Capacity: 400 MBpd Origin / Destination: Guernsey-to-Cushing Miles: 705 Operator: Tallgrass Jayhawk Capacity: 140 MBpd Origin / Destination: Various Miles: 1,200 Operator: CHS Inc. Grand Mesa / Saddlehorn2 Capacity: 340 MBpd Origin / Destination: Platteville-to-Cushing Miles: 550 Operator: NGL Energy Partners Kansas / Oklahoma Gathering System Capacity: 560 MBpd Origin / Destination: Various Miles: 460 Operator: Energy Transfer Keystone Capacity: 590 MBpd Origin / Destination: Various Miles: 2,687 Operator: TC Energy Platte Capacity: 164 / 145 MBpd Origin / Destination: Casper-to-Guernsey / Guernsey-to-Wood River Miles: 933 Operator: Enbridge Inc. Rocky Mountain Crude Capacity: 280 MBpd Origin / Destination: Guernsey-to-Commerce City Miles: 54 Operator: Rocky Mountain Crude Oil LLC White Cliffs Capacity: 180 MBpd1 Origin / Destination: Platteville, CO-to- Cushing, OK Miles: 527 Operator: Energy Transfer 52.0 MBpd 98.0 MBpd 110.0 MBpd 135.0 MBpd 132.0 MBpd 220.0 MBpd 125.0 MBpd 200.0 MBpd 180.0 MBpd Guernsey Cushing 105
DJ Basin / Powder River Basin Assets – Takeaway Supply / Demand DJ Basin / Powder River Basin Crude Oil Supply Versus Capacity (MBpd) Overview of Pony Express 106 — 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E Local Refineries White Cliffs Pony Express Pipeline Platte Grand Mesa Saddlehorn Saddlehorn Expansion Liberty Pipeline Crude Oil Supply Source: Wall Street research and public filings Note: Pony Express includes an additional 60 MBpd in 2019E from pumps and DRA resulting in total capacity of 420 MBpd 1. Assumes a build multiple of 7.0-8.0x, 80% EBITDA margin and 85% utilization on 350 MBpd 2. Assumes $4.2995 to $5.6745/Bbl pipeline tariff to Cushing, OK 3. Assumes $2.00 to $2.22/Bbl pipeline tariff from Guernsey, WY receipt point to various delivery points ending at Wood River, IL 4. Assumes $3.6903 to $4.5563/Bbl pipeline tariff to various delivery points ending at Cushing, OK 5. Assumes $2.00 to $5.48/Bbl pipeline tariff to Cushing, OK 6. Assumes $3.45 to $3.80/Bbl trucking cost to Suncor’s Commerce City Refinery 7. Crude Oil Supply includes volumes from in-basin production as well as volumes from pipelines terminating in the basin $2.00 to $2.22 to Wood River, IL3 $4.30 to $5.67 to Cushing, OK2 $3.69 to $4.56 to Cushing, OK4 $2.00 to $5.48 to Cushing, OK5 $4.30 to $5.67 to Cushing, OK2 $3.45 to $3.80 to Commerce City, CO6 7 $2.30 to $2.63 to Cushing, OK1


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Overview of Pony Express Overview of Liberty Pipeline ï® On November 9, 2018, Phillips 66 (“P66”) and Bridger Pipeline LLC (“Bridger”) announced a proposal to build Liberty Pipeline LLC (“Liberty”), a 24-inch, 350 MBpd crude oil transportation pipeline from the Rockies and Bakken regions to Cushing, OK ï,„ Concurrently, Liberty announced an open season for the proposed pipeline beginning November 12, 2018 ï® On June 10, 2019, P66 and Bridger announced the formation of a 50/50 joint venture to construct Liberty ï,„ Liberty shippers are expected to receive Gulf Coast connectivity via the P66 and Plains All American Red Oak Pipeline, which extends from Cushing, OK to Corpus Christi, Ingleside, Houston and Beaumont, TX ï,„ Liberty is underpinned with long-term shipper volume commitments ï,„ The anticipated project cost is approximately $1.6 billion (7.0x to 8.0x build multiple) ï,„ Initial service is expected first half of 2021E ï® On July 3, 2019, Liberty launched a supplemental open season seeking additional shipper commitments ï® On November 9, 2019, Liberty announced an open season commencing on November 12, 2019 Overview Liberty Map Source: Public filings and company website 107 Legend Hereford Lateral Pony Express Liberty
Overview of Pony Express Overview of Saddlehorn Expansion ï® On July 1, 2019, Saddlehorn Pipeline Company, LLC, a 40/40/20 joint venture between Magellan Midstream Partners, L.P., Plains All American, L.P. (“Plains”) and Western Gas Partners, LP (“Western”), announced the expansion of the Saddlehorn Pipeline (“Saddlehorn”), a 20-inch, 550-mile crude oil transportation pipeline from the DJ Basin and Powder River Basin to Cushing, OK and a new origin point in Ft. Laramie, WY by leasing capacity on third-party pipelines ï,„ In connection with the expansion, Saddlehorn launched an open season to solicit long-term volume commitments ï,„ The expansion would increase Saddlehorn’s capacity by 60 MBpd (further expandable up to 100 MBpd of total new capacity), from 190 MBpd to 250 MBpd, through the addition of incremental pumps and storage capabilities with the higher capacity expected to be available in late 2020E • In the second half of 2019E, Saddlehorn expects approximately 124 MBpd of crude oil throughput, which is on pace to be 63.5% higher than 2018 throughput of approximately 75 MBpd Overview Saddlehorn Map Ft. Laramie, WY 108 Legend Hereford Lateral Pony Express Leased Third-Party Capacity Saddlehorn Source: Public filings and company website


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Overview of Pony Express Pony Express – Operations Overview ï® Bakken Light Sweet (BLS) 40° – 46° API Sulfur <0.20% Originates at Guernsey ï® Niobrara (NIO) 34° – 42° API Sulfur <0.42% Originates at Guernsey and NECL ï® Mixed Sweet (MXS) 30° – 38° API Sulfur <0.50% Originates at Guernsey ï® Pony Express Light (PXL) 47° – 57° API Sulfur <0.20% Originates at Platteville, Buckingham and Guernsey ï® Kansas Uplift (KSU) 28° – 35° API Sulfur <0.80% Originates at Natoma Batch Size ï® 50,000 barrels minimum batch size Pony Express Mainline Capacity ï® Each segment can reach approximately 30% uplift with drag reducing agents (“DRA”) ï® Two 24-inch lines to the Southern Cushing Complex and direct connections to North Cushing Rose Rock and Blue Knight terminals ï® P66 Ponca City Refinery ï® Holly Frontier El Dorado Refinery ï® CHS McPherson Refinery ï® Spare unit at Guernsey for redundancy ï® Can optimize pump station utilization with DRA ï® Stations utilize three different motor types â–º TGE has one spare of each type at all times Transport Time ï® 7 day Guernsay to Cushing: Common Stream and linefill allow for barrel in / barrel out deliveries Connectivity Pump Stations Crude Quality 109 Source: Public filings and company website
Overview of Pony Express FERC Tariffs and Initial Contracts ï® Pony Express’ commercial operations are governed by two joint FERC tariffs and three local FERC tariffs Joint Tariffs Belle Fourche (“BFPL”) Hiland ï® Tariff Highlightsï® Tariff Highlights ï,„ Shippers pay one joint rate which is split among tariff partnersï,„ Shippers pay one joint rate which is split among tariff partnersï,„ Partners: Belle Fourche Pipeline Company / Bridger Pipeline, LLCï,„ Partner: Double H Pipeline (Hiland)ï,„ Receipt points in Williston Basin, Powder River Basin and Eighty-ï,„ Receipt points in Williston Basin and Baker, MT Eight Oil LLC (“88 Oil”) Terminalsï,„ Batched transportation service ï,„ Batched transportation serviceï,„ Quality requirements: <30cSt, 28–52° API, <=0.5% sulfurï,„ Quality requirements: <30 Kinematic Viscosity @ 100°F (“cSt”),ï® Contracts 28–52° API, <=0.5% sulfur ï,„ 51,000 Bpd committed and expires in March 2020ï® Contracts ï,„ Committed joint rates range from $5.71/Bbl to $6.28/Bblï,„ 110,000 Bpd committed (50,000 Bpd expiring in October 2019)ï,„ MFN provisions tied to walk-up rate filed with FERC ï,„ Committed joint rates range from $3.93/Bbl to $8.56/Bbl ï,„ Most Favored Nation (“MFN”) tied to walk-up rate filed with FERC (with 10% discount) Local Tariffs Guernsey Local NECL1 Platteville2 ï® Tariff Highlightsï® Tariff Highlightsï® Tariff Highlights ï,„ Receipt points at Guernsey, Wyomingï,„ Receipt points at Buckingham and ï,„ Receipt points at Grasslands Terminal ï,„ Batched transportation service Pawnee stations in northeast Colorado in northeast Colorado ï,„ Quality requirements: <30cSt, 28–52°ï,„ Batched transportation serviceï,„ Batched transportation service API, <=0.5% sulfur ï,„ Quality requirements: <30cSt, 28–42°ï,„ Quality requirements: <30cSt, 28–57°ï® Contracts API, <=0.2% sulfur API, <=0.2% sulfur ï,„ 55,000 Bpd committedï® Contracts ï® Contracts ï,„ Committed rates range from $3.77/Bbl ï,„ 95,900 Bpd committedï,„ Committed rates through PXP Mainline to $4.28/Bblï,„ Committed rates range from $3.99/Bbl range from $2.40/Bbl to $2.87/Bblï,„ MFN tied to walk-up rate filed with to $4.28/Bblï,„ Committed rates to Buckingham station FERCï,„ No MFN provisions range from $0.52/Bbl to $0.63/Bbl Source: TGE managementï,„ No MFN provisions 1. Hereford Lateral volumes transported under NECL tariff 2. Includes Stanchion volumes classified under “Platteville Long Haul” 110


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Overview of Pony Express Throughput and Deficiency Agreement Summary – Pony Mainline Carriers Tallgrass Pony Express Pipeline, LLC ï® Five years following in-service date with one-time renewal option to extend term for an additional five-year period. Shippers Term must notify of renewal not less than 210 days before the end of the initial five-year term ï® Receives favorable rate treatment under a negotiated MFN clause Committed ï,„ BFPL – Shippers will pay the lesser of a negotiated rate or 90.0% of the FERC tariff Shipping Rate ï,„ Hiland – Shippers will pay the lesser of a negotiated rate or the FERC tariff Monthly Throughput ï® Shipper commits to ship an agreed upon monthly minimum volume Commitment Uncommitted ï® Ship incremental volumes above the monthly minimum volume commitment at the committed shipping rate Shipping Rate ï® Shippers maintain a deficiency payment account for all barrels paid for but not shipped Deficiency and ï® Incremental barrels above the monthly minimum volume commitment are paid according to committed shipping rate unless Incremental deficiency payment account holds a positive balance in which case the deficiency payment account is debited for the Payment Account incremental barrel shipment ï® Incremental barrels accrue towards an incremental barrel account that can act as a credit against future deficiency payments Source: TGE management 111
Overview of Pony Express Throughput and Deficiency Agreement Summary – NECL Carriers Tallgrass Pony Express Pipeline, LLC ï® Five years following in-service date with one-time renewal option to extend term for an additional five-year period. Shippers Term must notify of renewal not less than 210 days before the end of the initial five-year term Committed ï® Shippers will pay a negotiated rate Shipping Rate Monthly Throughput ï® Shipper commits to ship an agreed upon monthly minimum volume Commitment Uncommitted ï® Ship incremental volumes above the monthly minimum volume commitment at the committed shipping rate Shipping Rate ï® Shippers maintain a deficiency payment account for all barrels paid for but not shipped Deficiency and ï® Incremental barrels above the monthly minimum volume commitment are paid according to committed shipping rate unless Incremental deficiency payment account holds a positive balance in which case the deficiency payment account is debited for the Payment Account incremental barrel shipment ï® Incremental barrels accrue towards an incremental barrel account that can act as a credit against future deficiency payments Source: TGE management 112


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Overview of Pony Express Crude Oil Transportation Financial Projections – Assumptions ï® The Crude Oil Transportation Projections as provided by TGE management and utilized herein by Evercore, incorporate the following assumptions: ï,„ Crude Oil Transportation includes the following business segments: (i) PXP and (ii) PRG • Revenue per customer contracts and TGE management forecast • Pipeline loss allowance crude oil pricing of $60.00 per barrel • Gas expense of $7.5 million throughout the forecast period • Fixed operations and maintenance expenses of $19.8 million in 2020E increasing to $25.0 million in 2023E • Fixed general and administrative expense of $18.8 million in 2020E increasing to $23.1 million in 2023E • Terminal expenses of $37.3 million in 2020E increasing to $39.5 million in 2023E • Electricity and drag reducing agents costs of $45.4 million in 2020E increasing to $48.1 million in 2023E • Ad valorem taxes of $23.1 million in 2020E increasing to $24.0 million in 2023E • Maintenance capital expenditures of $4.4 million in 2020E increasing to $4.6 million in 2023E • Growth capital expenditures of $5.3 million in 2021E related to additional pump horsepower at PRG Source: TGE management 113
Overview of Pony Express Crude Oil Transportation Financial Projections ($ in millions) ï® The following sets forth selected operating and financial projections for PXP and PRG as provided by TGE management: For Years Ending December 31, Revenue 2020E 2021E 2022E 2023E Transport Revenue $363.0 $375.3 $389.0 $396.9 Plus: Pipeline Loss Allowance 13.2 13.1 13.1 13.1 Total Crude Oil Transportation Revenue $376.2 $388.4 $402.1 $410.0 Operating Expenses Less: Gas Expense ($7.5) ($7.5) ($7.5) ($7.5) Less: Fixed Operations and Maintenance Expense (19.8) (21.1) (23.3) (25.0) Less: Fixed General and Administrative Expense (18.8) (19.7) (21.4) (23.1) Less: Terminal Expenses (37.3) (38.0) (38.8) (39.5) Less: Electricity and Drag Reducing Agents (45.4) (46.2) (47.1) (48.1) Less: Ad Valorem Taxes (23.1) (23.5) (23.9) (24.0) Crude Oil Transportation EBITDA $224.2 $232.4 $240.2 $242.7 Less: Maintenance Capital Expenditures (4.4) (4.4) (4.5) (4.6) Distributable Cash Flow $219.9 $227.9 $235.7 $238.1 Less: Growth Capital Expenditures — (5.3) -—- Total Free Cash Flow $219.9 $222.6 $235.7 $238.1 Source: TGE management 114


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Overview of Rockies Express
Overview of Rockies Express Rockies Express Pipeline, LLC ï® TGE owns a 75.0% interest in REX via: (i) the acquisition of a 25.0% interest from Tallgrass Development for cash consideration of approximately $436 million in May 2016; (ii) the acquisition of an additional 24.99% interest from Tallgrass Development for cash consideration of $400 million in April 2017 and (iii) the acquisition of the remaining 25.01% from Tallgrass Development in February 2018 in exchange for TEGP units valued at approximately $400 millionï,„ REX is 25.0% owned by P66ï® REX is an approximately 1,712-mile, 36-inch to 42-inch pipeline with bi-directional design capacity of 1.8 Bcfd West-to-East from Opal, WY, and Meeker, CO, to Clarington, OH, and 2.6 Bcfd East-to-West from Clarington, OH, to Audrain County, MO ï® In July 2017, TEP received its proportionate distribution from REX from the REX DCF Attributable to TGE ($MM) receipt of a $150 million cash payment from Ultra Resources, Inc. as part of Roll-off of original 10-year West-to- settlement for a $303 million breach of contract claim (also included new East contracts in November 2019 seven-year firm transport agreement) $502.4 $465.0 ï® REX is operated by Tallgrass NatGas Operator, LLC (“Tallgrass NatGas”), a $392.0 $356.2 $357.2 $353.7 $352.1 wholly owned subsidiary of TGE ï® Tallgrass NatGas receives a management fee of 1.0% of the EBITDA from REX as compensation for its services 2017A 2018A 2019E 2020E 2021E 2022E 2023E REX Map Opal Wamsutter Cheyenne Clarington Meeker Lebanon Legend REX Mexico Cheyenne Connector Cheyenne Hub Compressor Station Source: TGE investor presentations, Public filings 115


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Overview of Rockies Express Rockies Express Pipeline, LLC (cont’d) REX System Map REX Zone 1 (Entegra) Opal Wamsutter Cheyenne Meeker Mexico Lebanon Clarington REX Zone 2 (West) REX Zone 3 (East) REX Zone 3 (West) Legend REX Cheyenne Connector Cheyenne Hub Compressor Station 116 ï® REX was initially designed to transport natural gas from the Rockies to Midwest and Northeast markets ï,„ West-to-East throughput capacity of 1.8 Bcfd ï,„ Majority of original contracts were at rates of $0.98 per Dth to $1.07 per Dth1 and expire Q4 2019E ï® REX contracted Zone 3 for bi-directional flows with the first East-to-West volumes in June 2014 via the Seneca Lateral which allowed natural gas from the Appalachian Basin to access Midwest, Gulf Coast and Canadian markets ï,„ Initial Zone 3 East-to-West throughput capacity of 1.8 Bcfd ï,„ The East-to-West capacity was fully contracted with the majority of contracts having 15- to 20-year terms at rates of $0.35 per Dth to $0.55 per Dth ï® REX contracted the Zone 3 Capacity Enhancement Project and completed in-service on January 6, 2017 with the incremental capacity being filled almost instantaneously ï,„ Added 0.8 Bcfd to Zone 3 East-to-West capacity for total East-to-West capacity of 2.6 Bcfd ï,„ Secured 15-year contracts for 0.8 Bcfd at a range of $0.45 to $0.61 per Dth Source: TGE management, Public filings Implied weighted average rate of Other West End Shippers
Growth Projects – TGE’s Cheyenne Connector and Hub Overview of Rockies Express Cheyenne Connector and Hub Map ï® In Q3 2017, TEP announced binding contracts with Anadarko Petroleum Corporation (“Anadarko”) and DCP Midstream, LP (“DCP”) for an incremental 600,000 Dthd to support the Cheyenne Hub Growth Project ï,„ The project consists of the Cheyenne Connector (“REX Cheyenne Connector”), a 70-mile, 36-inch natural gas transportation pipeline and the Cheyenne Hub (“REX Cheyenne Hub”) • The project will facilitate natural gas transport from the DJ Basin to the Cheyenne Hub providing takeaway to markets on REX or other interconnected pipelines ï,„ Both projects received Environmental Assessments in December 2018 and the expected in-service date is Q1 2020E ï,„ Western Midstream Partners, LP (“Western Midstream Partners”) and DCP each hold a one-time option to acquire a minority interest in the REX Cheyenne Connector prior to its in-service date ï® On September 19, 2019, the FERC approved both projects and issued the necessary certificate of public convenience and necessity ï,„ TGE had substantially all of the materials for construction on site prior to FERC approval ï® On the October 30, 2019, Q3 earnings call, TGE announced DCP had exercised their 50% option in the Cheyenne Connector ï,„ Concurrently, TGE announced an additional 200,000 Dth of commitments with anticipated project completion in Q2 2019 Legend REX Cheyenne Connector Cheyenne Hub Cheyenne 117 Source: Public filings


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$— $1.00 $2.00 $3.00 $4.00 $5.00 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E Henry Hub REX West Average Differential 2020E $0.30 2021E 0.33 2022E 0.30 Average Pricing Over Year Ending December 31 as Percent of Henry Hub Hub 2020E 2021E 2022E 2023E 2024E 2025E 2026E Cheyenne 77.7% 79.8% 81.2% 80.4% 80.8% 80.8% 80.4% Chicago 95.5% 96.1% 96.6% 97.2% 97.9% 98.2% 98.6% NW Opal Wyoming 88.2% 84.2% 84.3% 83.7% 83.4% 82.5% 82.7% REX West 89.5% 86.9% 87.7% 87.4% 86.8% 86.9% 87.3% SoCal Border 102.4% 99.3% 99.9% 99.7% 100.2% 99.8% 99.0% SoCal Citygate 146.3% 126.4% 128.0% 125.2% 123.5% 122.0% 120.5% Overview of Rockies Express Historical and Projected Natural Gas Pricing – Zone 1 and 2 Natural Gas Price Forecast ($/MMBtu) Natural Gas Hubs Overview of End Markets Source: SNL Opal Chicago Cheyenne REX West SoCal Border SoCal Citygate 118
Overview of Rockies Express Currently Effective REX Tariffs FTS Reservation Charge ($/Dthd) FTS Maximum Commodity Charge ($/Dth) FTS Fuel Charge (%/Dth) FTS Backhaul Reservation Charge ($/Dthd) FTS Minimum Commodity Charge ($/Dth) Minimum Zone 1 Zone 2 Zone 3 from Zone 1 $0.0030 $0.0049 $0.0074 from Zone 2 0.0049 0.0019 0.0044 from Zone 3 0.0074 0.0044 0.0025 Maximum Zone 1 Zone 2 Zone 3 from Zone 1 $0.0030 $0.0049 $0.0074 from Zone 2 0.0049 0.0019 0.0044 from Zone 3 0.0074 0.0044 0.0025 Maximum Zone 1 Zone 2 Zone 3 from Zone 1 $0.1539 N/A N/A from Zone 2 0.5125 $0.3586 N/A from Zone 3 1.0927 0.9388 $0.5802 Maximum Zone 1 Zone 2 Zone 3 from Zone 1 $0.2325 $0.7744 $1.6511 from Zone 2 0.7744 0.5419 1.4186 from Zone 3 1.6511 1.4186 0.8767 Source: FERC filings Zone 1 Zone 2 Zone 3 from Zone 1 0.30% 0.48% 0.72% from Zone 2 —% 0.13% 0.37% from Zone 3 0.19% 0.19% 0.19% 119


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Overview of Rockies Express Overview – REX Competitive Landscape – Zone 1 and 2 REX Competitor Asset Map – Zone 1 and Zone 2 Legend Cheyenne Connector Hereford Lateral Bluestem Elk Creek Keystone XL Liberty Pipeline Saddlehorn Extension Seahorse PXP REX TIGT Trailblazer Cheyenne Plains Colorado Interstate Grand Mesa / Saddlehorn Kern River Natural Gas Pipeline of America Northwest PEPL Questar Ruby Southern Star TETCO Trans-Colorado Wyoming Interstate 120
Overview of Rockies Express Overview – REX Competitive Landscape – Zone 1 and 2 (cont’d) Source: FERC filings, SNL and company presentations REX Competitors Throughput (Dthd) Capacity Utilization Maximum Pipeline Capacity (Dthd) 3Q ‘19 3Q ‘19 FT Rate ($/Dthd) Owner Rockies Express Pipeline LLC 4,400,000 4,474,605 101.7% $0.2325—$1.6511 Tallgrass Energy, LP / Phillips 66 Cheyenne Plains Gas Pipeline 820,000 565,942 69.0% $0.35153 Kinder Morgan, Inc. Colorado Interstate Gas Company 4,099,000 3,659,285 89.3% 0.29620 Kinder Morgan, Inc. Kern River Gas Transmission Company 2,445,000 2,093,086 85.6% 0.47340 Berkshire Hathaway Inc. Northwest Pipeline Company 3,900,000 1,698,693 43.6% 0.39033 Williams Partners L.P. Questar Pipeline Company 2,530,000 1,220,525 48.2% 0.17385 Dominion Midstream Partners, LP Ruby Pipeline 1,500,000 771,930 51.5% 1.13696 Kinder Morgan, Inc. / Veresen Inc. Southern Star Central Gas Pipeline Inc. 1,270,000 1,257,592 99.0% 0.20540 GE Energy Financial Services / Caisse de dépôt et placement du Québec Tallgrass Interstate Gas Transmission, LLC 1,900,000 693,443 36.5% 0.58000 Tallgrass Energy Partners, LP Trailblazer Pipeline Company, LLC 902,000 1,011,782 112.2% 0.13632 Tallgrass Energy Partners, LP TransColorado Gas Transmission 692,000 224,317 32.4% 0.30639 Kinder Morgan, Inc. Wyoming Interstate Company, L.L.C. 2,736,000 2,603,268 95.1% 0.07928 Kinder Morgan, Inc. 121


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$0.11 $0.33 ($0.20) $— $0.20 $0.40 $0.60 $0.80 $1.00 12/13/14 12/12/16 12/13/18 12/12/20 12/13/22 12/12/24 12/13/26 REX West to Chicago, IL Differential Average (Historical 5 Years) Average (Projected 7 Years) Current REX/MGT Stacked Rate $0.45 Overview of Rockies Express West-to-East Volume Considerations Summary MGT Tariff Information REX West1 to Chicago, IL – Historical and Projected Differentials Receipt and Delivery Receipt: Scotland REX Delivery: Chicago, IL Firm Transportation – Base Rates Maximum Minimum Reservation ($ per Dthd) $0.0632 $— Commodity ($ per Dth) 0.0009 0.0009 ï® REX West-to-East recontracting assumes that approximately 750 MDthd will remain contracted at a rate of approximately $0.35 per Dth upon expiration of currently contracted volumes ï,„ Encana Corporation (“Encana”) contracted 506.0 MDthd at $0.794 per Dth rate through Q1 2024E ï,„ Ultra contracted 200.0 MDthd at $0.367 per Dth rate through 2026E ï® TGE management has indicated that Chicago, IL will remain a key market for these shippers which can be accessed by REX via Midwestern Gas Transmission Pipeline (“MGT”) ï® Over the previous five years, the REX West to Chicago, IL differential has averaged $0.11 per Dth, a $0.21 discount to the forward curve average of $0.33 per Dth over the next seven years ï® Based on the REX recontracted rate from Zone 1 to Zone 2 and the current MGT market rate, transportation costs on REX via MGT total approximately $0.45 per Dth 122 Transportation Cost ($ per Dth) REX Recontracted Tariff (Zone 1 to Zone 2) $0.35 $0.35 Plus: Current MGT Base Tariff2 0.06 0.103 Transportation Cost to Chicago, IL $0.41 $0.45 Source: FERC filings, Company presentations, SNL 1. Historical based on Opal, WY prices 2. Receipt: Scotland REX, Delivery: Chicago, IL 3. Represents approximate market rate per TGE management
Overview of Rockies Express ï® Over the previous five years, the Cheyenne, WY to Chicago, IL differential has averaged $0.31 per Dth; however, the forward curve suggests an increase to an average of $0.44 per Dth over the next seven years versus the REX recontracted rate from Zone 1 to Zone 2 and the current MGT market rate totaling approximately $0.45 per Dth West-to-East Volume Considerations (cont’d) Cheyenne, WY to Chicago, IL – Historical and Projected Differentials $0.31 $0.44 ($0.20) $— $0.20 $0.40 $0.60 $0.80 $1.00 12/13/14 12/12/16 12/13/18 12/12/20 12/13/22 12/12/24 12/13/26 Cheyenne, WY to Chicago, IL Differential Average (Historical 5 Years) Average (Projected 7 Years) Current REX/MGT Stacked Rate $0.45 123 Transportation Cost ($ per Dth) REX Recontracted Tariff (Zone 1 to Zone 2) $0.35 $0.35 Plus: Current MGT Base Tariff2 0.06 0.103 Transportation Cost to Chicago, IL $0.41 $0.45 Source: FERC filings, Company presentations, SNL 1. Receipt: Scotland REX, Delivery: Chicago, IL 2. Represents approximate market rate per TGE management


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Overview of Rockies Express Overview – REX Competitive Landscape – Appalachia REX Competitor Asset Map – Zone 3 Legend Atlantic Coast Mariner East 2X Mountain Valley REX ANR Pipeline Columbia Gas Transmission Dominion Energy Transfer Natural Gas Pipeline of America PEPL Southern Star TETCO Tennessee Gas Pipeline Texas Gas Transco 124
ï® Pipeline takeaway capacity from the Marcellus / Utica has historically been constrained, resulting in large gas price differentials that have negatively impacted drilling economics, particularly in the summer months ï® However, given the slowdown in drilling activity as a result of the decline in wet gas drilling economics and the large number of completed and in-process pipeline expansion and newbuild projects, pipeline capacity has overtaken supply and Wall Street research projects planned pipelines will create excess takeaway capacity from the Marcellus / Utica Overview of Rockies Express Appalachia Basin Production and Pipeline Takeaway Capacity Source: Wall Street research Forecast Production and Pipeline Capacity Pipeline Projects in Development In-Service Capacity Operator Market Date (Bcfd) Pipelines Under Construction PennEast Pipeline UGI East Q1 2021 1,100 Mountain Valley EQM Southeast Q1 2021 2,000 Atlantic Coast D Southeast Q4 2021 1,500 Empire North Project NFG Canada Q4 2020 205 NFG Northern Access 2016—PA to NY NFG East Q3 2022 490 Total Pipelines Under Construction 5,295 Potential Newbuild Pipelines Constitution WMB East Q4 2020 650 Total Potential Newbuild Pipelines 650 Total Under Construction + Potential Capacity 5,945 125 20,000 25,000 30,000 35,000 40,000 45,000 50,000 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E 2024E 2025E Natural Gas Production and Takeaway Capacity (MMcfd) Pre-2019 (Incl. Rockies Express) Local Demand Rover Tennessee Gas Pipeline Company Columbia Pipeline Group Texas Eastern Transmission Co. Transcontinental Gas Pipeline Co. PennEast Pipeline Mountain Valley Atlantic Coast Empire North Project NFG Northern Access 2016—PA to NY Constitution Marcellus-Utica Natural Gas Production


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Average Pricing Over Year Ending December 31 as Percent of Henry Hub Hub 2020E 2021E 2022E 2023E 2024E 2025E 2026E Chicago 95.2% 96.1% 96.7% 97.4% 98.1% 98.4% 98.8% Dawn 95.7% 95.5% 96.1% 96.4% 96.6% 96.9% 97.1% Dominion South 80.1% 80.6% 78.9% 75.8% 75.4% 75.8% 75.9% Gulf Coast1 96.0% 97.0% 97.1% 97.1% 97.4% 97.5% 97.7% Lebanon 92.7% 93.1% 90.3% 89.3% 88.4% 88.5% 89.6% MichCon 92.4% 92.7% 93.2% 94.1% 94.8% 96.2% 97.7% TCO Pool 85.3% 86.2% 83.4% 82.4% 81.7% 81.9% 83.1% TETCO Market Zone 3 113.2% 110.3% 106.9% 102.4% 100.1% 100.4% 101.6% Average Differential 2020E $0.46 2021E 0.47 2022E 0.51 $— $1.00 $2.00 $3.00 $4.00 $5.00 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E Henry Hub Dominion South Overview of Rockies Express Rockies and Appalachian Basin Natural Gas Transportation Market Dynamics Natural Gas Price Forecast ($/MMBtu) Natural Gas Hubs Overview of End Markets Source: SNL 1. Gulf Coast pricing consists of an average of TETCO ELA, TETCO WLA, ANR – LA and Trunkline LA Chicago MichCon Dawn REX East TCO Pool Dominion TETCO Market Zone 3 Lebanon Henry Hub TETCO WLA ANR LA TETCO ELA 126
Overview of Rockies Express ï® REX East-to-West capacity is nearly fully contracted including the Zone 3 Capacity Expansion Project ï® The forward curve suggests a Dominion South-to-Panhandle Eastern Pipeline differential of $0.17 per Dth and a Dominion South-to-Chicago, IL, differential of $0.49 per Dth over the next seven years versus a REX Zone 3 East-to-West recontracting assumption of $0.19 to $0.23 per Dth to Panhandle Eastern Pipeline and an East-to-West recontracting assumption of $0.19 to $0.23 per Dth plus $0.10 per Dth MGT tariff to Chicago, respectively East-to-West Volume Considerations Dominion South to Panhandle Eastern Pipeline – Historical and Projected Differentials Dominion South to Chicago, IL – Historical and Projected Differentials $0.48 $0.49 $— $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 12/13/14 12/12/16 12/13/18 12/12/20 12/13/22 12/12/24 12/13/26 Dominion South to Chicago, IL Differential Average (Historical 3 Years) Average (Projected 7 Years) Projected REX/MGT Stacked Rate $0.29 $0.09 $0.17 ($0.60) ($0.30) $— $0.30 $0.60 $0.90 $1.20 12/13/14 12/12/16 12/13/18 12/12/20 12/13/22 12/12/24 12/13/26 Dominion South to Panhandle Eastern Pipeline Differential Average (Historical 3 Years) Average (Projected 7 Years) Projected REX Rate $0.19 127 Source: FERC filings, SNL 1. Receipt: Scotland REX, Delivery: Chicago, IL 2. Represents approximate market rate per TGE management Transportation Cost ($ per Dth) East-to-West Assumed Recontracting Rate $0.19—$0.23 Transportation Cost ($ per Dth) East-to-West Assumed Recontracting Rate $0.19 $0.19 $0.23 $0.23 Plus: Current MGT Base Tariff 1 0.06 0.102 0.06 0.102 Transportation Cost to Chicago, IL $0.25 $0.29 $0.29 $0.33


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Overview of Rockies Express Contract Summary 128 Contract Summary Corporate Credit Rating Shipper Average Remaining Term (Years) Active Contracts Firm Transportation (Dthd) Percent of Total (Dthd) Moody’s S&P Equitable Energy, L.L.C. 14.7 7 900,000 17.6% Baa3 BBBEncana Marketing (USA) Inc. 13.4 2 706,000 13.8% Ba1 BBB Antero Resources Corp. 20.4 1 600,000 11.7% Ba2 BB Ascent Resources—Utica, LLC 18.6 2 600,000 11.7% B1 B+ ConocoPhillips Co. 9.3 3 445,000 8.7% A3 A Gulfport Energy Corp. 19.1 3 325,000 6.3% B2 B+ BP Energy Co. 5.7 3 205,000 4.0% A1 AUltra Petroleum Corporation 7.0 1 200,000 3.9% N/A CCCJay- Bee Production Company 14.9 1 150,000 2.9% N/A N/A Occidental Energy Mrkg Inc 5.9 2 140,000 2.7% Baa3 BBB ARM Energy 2.8 3 125,000 2.4% N/A N/A Triad Hunter LLC 11.9 3 100,000 2.0% B2 BEOG Resources Inc. 10.3 3 93,000 1.8% A3 ALouis Dreyfus Energy Services 0.4 2 70,000 1.4% N/A N/A Indiana Gas Co. 14.8 1 60,000 1.2% Baa2 BBB+ Marathon Oil Co. 6.8 2 52,000 1.0% Baa3 BBB Other 5.1 14 349,300 6.8% Rockies Express Pipeline Total 13.2 53 5,120,300 100.0% Selected Credit Analysis Companies Source: FactSet and SNL Note: As of December 13, 2019 1. Weighted by Firm Transportation (Dthd) 2. Subsidiary of EQT Corporation. Reflects parent credit rating 3. Subsidiary of Montage Resources Corporation. Reflects parent credit rating 4. Subsidiary of Centerpoint Energy, Inc. Reflects parent credit rating 2 3 1 4
ï® Ascent Resources – Utica, LLC (“Ascent” or “ARU”) operates approximately 350,000 net leasehold acres in the Utica Shale in Eastern Ohio ï® Ascent had approximately 7,600 Bcfe of proved reserves as of December 31, 2018 Overview of Rockies Express Shipper Overview Ascent Debt Prices Ascent Acreage Map Moody’s S&P Corporate B1 B+ Outlook Positive Negative Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of December 13, 2019 1. Weighted by firm transportation volume (Dthd) ï® “The negative outlook on ARU reflects weak industry fundamentals and poor investor sentiment at a time when ARU has more than $1 billion of debt outstanding on its reserve-based lending facility due December 2021 and $975 million of debt maturing in 2022.” ï® “We could lower the ratings if the company were not able to extend its debt maturities or if FFO to debt approached 20% for a sustained period…” S&P Commentary: September 4, 2019 Legend Rockies Express Ascent Acreage 96.00 75.50 60.00 70.00 80.00 90.00 100.00 110.00 120.00 Jan-19 Feb-19 Mar-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 Dec-19 Rockies Express Pipeline Firm Transportation Agreements Average Remaining Term1 18.6 years Active Contracts Two Total Daily Transportation 600,000 Dth $975 MM 10.000% Senior Unsecured Notes due 2022 $600 MM 7.000% Senior Unsecured Notes due 2026 Ascent 129


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Overview of Rockies Express Gulfport Shipper Overview Moody’s S&P ï® Gulfport Energy Corporation (“Gulfport”) operates Corporate B2 B+ approximately 241,000 gross acres in the Utica Shale in Eastern Ohio with production of 1.05 Bcfed through 1H Outlook Stable Stable 2019ï® Actively looking to divest non-core assets and currently S&P Commentary: August 20, 2019 running sell-side process for SCOOP water infrastructure assetsï® “The downgrade reflects weaker-than-anticipated financial measures due to the decline in Henry Hub natural gas Rockies Express Pipeline Firm Transportation Agreements price realizations, weak NGL pricing, and limited above-Average Remaining market hedges beyond 2019.” 19.1 years Term1 ï® “We could raise the rating if the company increases its proved developed reserves and production to levels more Active Contracts Three comparable with higher-rated peers or if FFO to debt Total Daily approaches 45% while maintaining at least adequate 325,000 Dth Transportation liquidity.” Gulfport Debt Prices Gulfport Acreage Map 100.00 95.00 90.00 85.00 80.00 79.44 75.00 70.00 65.00 63.00 60.00 61.40 55.00 59.00 50.00 Jan-19 Feb-19 Mar-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 Dec-19 $350 MM 6.625% Senior Unsecured $630 MM 6.000% Senior Unsecured Legend Notes due 2023 Notes due 2024 $577 MM 6.375% Senior Unsecured $398 MM 6.375% Senior Unsecured Rockies Express Notes due 2025 Notes due 2026 Gulfport Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of December 13, 2019 1. Weighted by firm transportation volume (Dthd) 130
Overview of Rockies Express Ultra Shipper Overview Moody’s S&P ï® Ultra Petroleum Corporation (“Ultra”) operates Corporate N/A CCC-approximately 69,000 net acres in and around the Pinedale and Jonah fields in Southwest Wyoming Outlook N/A Negative S&P Commentary: September 25, 2019 Rockies Express Pipeline Firm Transportation Agreements Average Remaining ï® “The negative outlook reflects our view of Ultra’s capital 7.0 years structure as unsustainable, and we believe the company Term may attempt additional debt exchanges or repurchases Active Contracts One over the next six months.” ï® “With production now set to decrease at base decline Total Daily rates, the company’s debt burden appears increasingly 200,000 Dth Transportation unsustainable with gross leverage projected at above 6x over the next two years under our commodity price assumptions.” Ultra Debt Prices 100.00 Ultra Acreage Map 80.00 60.00 40.00 20.00 15.13 9.00 7.00 --Jan-19 Feb-19 Mar-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 Dec-19 $150 MM 6.875% Senior Unsecured $578 MM 9.000% Cash / 2.000% PIK Senior Notes due 2022 Secured 2L Notes due 2024 Legend $225 MM 7.125% Senior Unsecured Rockies Express Notes due 2025 Ultra Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of December 13, 2019 131


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Overview of Rockies Express Montage / Triad Shipper Overview Moody’s S&P ï® Triad Hunter LLC (“Triad”) is a subsidiary of Montage Corporate B2 B-Resources Corporation (“Montage”), which owns approximately 218,000 net undeveloped acres in the Utica Outlook Stable NA Shale and Marcellus Shale ï® Montage had approximately 2,700 Bcfe of proved reserves S&P Commentary: April 4, 2019 as of December 31, 2018 and 2Q 2019 production of 535.5 MMcfed (80.3% natural gas)ï® “Our assessment of Montage’s business risk profile primarily reflects the relatively small size and scale of its Rockies Express Pipeline Firm Transportation Agreements proved reserves and its high exposure to natural gas, Average Remaining which we view less favorably than oil due to its lower price 11.9 years Term1 on an energy equivalent basis.” ï® “We could lower the rating if we expected liquidity to Active Contracts Three deteriorate or believed that FFO to debt would fall and Total Daily remain below 20%...” 100,000 Dth Transportation Montage Debt Prices Montage Acreage Map 120.00 110.00 100.00 90.00 83.25 80.00 70.00 60.00 Legend Jan-19 Feb-19 Mar-19 May-19 Jun-19 Aug-19 Sep-19 Oct-19 Dec-19 $510 MM 8.875% Senior Unsecured Rockies Express Notes due 2023 Montage Acreage Source: FactSet, Moody’s, S&P, SNL and company filings Note: Market data as of December 13, 2019 1. Weighted by firm transportation volume (Dthd) 132
Overview of Rockies Express EdgeMarc – Bankruptcy Case Study Overview of the Situation EdgeMarc Operating Area Map ï® EdgeMarc Energy Holdings, LLC (“EdgeMarc”) is a private E&P with assets in the Marcellus Shale of Southwest Appalachiaï,„ EdgeMarc was also a contracted shipper on Energy Transfer LP’s (“Energy Transfer”) Revolution Pipeline (“Revolution”), among others ï,„ In 2017, EdgeMarc signed a firm transportation agreement with Rockies Express for 50.0 MDthd that was set to expire in December 2031ï® On September 10, 2018, an explosion occurred on Revolution near Beaver County, PA ï,„ The explosion forced Energy Transfer to shut-in natural gas producing wells contracted on Revolution, including EdgeMarc’s ï,„ Shut-in production from EdgeMarc’s Butler County acreage, combined with firm transport commitments to long-haul pipelines including Rockies Express, constrained EdgeMarc’s ability to generate cash flow Legend ï® EdgeMarc filed for Chapter 11 bankruptcy on May 15, Gas Plant 2019 and submitted first day motions to reject its Blue Racer transportation obligations on numerous pipelines Energy Transferï® EdgeMarc is liquidating its assets through a court- Eureka Pipeline ATEX Pipeline supervised §363 sale process Burgettstown Lateralï® On June 14, 2019, the bankruptcy court approved Dominion EdgeMarc’s request to terminate four firm transportation Mariner East Mariner West agreements, including the agreement with Rockies Rockies Express Express Rover Pipeline ï® On August 28, 2019, the bankruptcy court approved EdgeMarc Acreage EdgeMarc’s sale of natural gas assets in Washington County and Monroe County in Ohio for $50 million Source: Debtwire and company website 133


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Overview of Rockies Express REX Financial Projections – Assumptions ï® The REX Financial Projections as provided by TGE management and utilized herein by Evercore incorporate the following assumptions:ï,„ Contracted volumes and rates based on current and proposed customer contracts which include the following categories: (i) West-to-East and (ii) East-to-Westï,„ West-to-East revenue includes the following assumptions: • Contracted West-to-East transport volume totaling 944 MDthd at a weighted average tariff of $0.5595/Dth • Cheyenne Hub contracts totaling 600 MDthd at a weighted average tariff of $0.0410/Dth • Three five-month seasonal contracts with CenterPoint Energy, Inc. for 60 MDthd each year at a $0.4000/Dth tariff • Zone 1 short-haul transportation contracts totaling 80 MDthd at a weighted average tariff of $0.0500/Dth • Other contracted shippers transport volume totaling 133 MDthd at a $0.2928/Dth tariffï,„ East-to-West revenue includes the following assumptions: • Contracted East-to-West transport volume totaling 1,200 MDthd at a weighted average tariff of $0.5000/Dth • Contracted capacity enhancement projects totaling 750 MDthd at a weighted average tariff of $0.5028/Dth • Additional contracted capacity enhancement projects of 97 MDthd in 2020E at a weighted average tariff of $0.2913/Dth • Three successive Antero Resources East-to-West contracts averaging from 400 to 600 MDthd at a $0.4167/Dth to $0.4500/Dth tariff beginning October 1, 2019 and ending January 19, 2035ï,„ Other revenue of $9.3 million in 2020E increasing to $9.9 million in 2023E ï,„ Operating leases of $29.1 million annually from 2020E through 2023E ï,„ Operating and maintenance expenses of $31.6 million in 2020E increasing to $33.5 million in 2023Eï,„ General and administrative expenses of $22.7 million annually from 2020E through 2023E ï,„ Tallgrass NatGas management fees of 1.0% of EBITDA before management fee decreasing from $6.1 million in 2020E and 2021E to $6.0 million in 2022E and 2023E ï,„ Ad valorem taxes of $85.9 million annually from 2020E through 2023Eï,„ Interest expense of $118.5 million annually from 2020E through 2023E ï,„ Maintenance capital expenditures of $15.9 million in 2020E increasing to $16.9 million in 2023E ï,„ Growth capital expenditures of approximately $40.0 million in 2020E related to additional compression horsepower at Cheyenne Hub Source: TGE management 134
Overview of Rockies Express REX Financial Projections – West-to-East Volumes (MDthd) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Volumes (MDthd) Encana Corporation 506 506 506 506 Ultra Petroleum Corporation 200 200 200 200 CenterPoint Energy, Inc. 15 -——-CenterPoint Energy, Inc. 10 15 -—-CenterPoint Energy, Inc. — 10 15 —Zone 1 Shorthaul Transport 80 80 80 80 Other Contracted Shippers 133 133 133 133 Subtotal 944 944 934 919 Cheyenne Hub Occidental Petroleum Corporation 300 300 300 300 DCP Midstream, LP 300 300 300 300 Subtotal 600 600 600 600 Source: TGE management 135


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Overview of Rockies Express REX Financial Projections – East-to-West Volumes (MDthd) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Volumes (MDthd) Ascent Resources – Utica, LLC 450 450 450 450 EQT Corporation 475 475 475 475 Gulfport Energy Corporation 275 275 275 275 Subtotal 1,200 1,200 1,200 1,200 Contracted Capacity Enhancement Project EQT Corporation 250 250 250 250 Ascent Resources – Utica, LLC 150 150 150 150 Jay-Bee Production Company 150 150 150 150 CenterPoint Energy, Inc. 60 60 60 60 Gulfport Energy Corporation 50 50 50 50 Triad Hunter LLC 50 50 50 50 Citizens Resources LLC 20 20 20 20 Spire Inc. 20 20 20 20 Subtotal 750 750 750 750 Additional Contracted Capacity Enhancement Project Equinor ASA 12 -——-Columbia Gas of Ohio 35 35 35 9 Triad Hunter LLC 50 50 50 50 Subtotal 97 85 85 59 Antero Resources Corporation 600 449 -—-Antero Resources Corporation — 100 400 400 Antero Resources Corporation -———- Subtotal 600 548 400 400 Source: TGE management 136
Overview of Rockies Express REX Financial Projections – West-to-East Rates ($/Dth) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Rates ($/Dth) Encana Corporation $0.79 $0.79 $0.79 $0.79 Ultra Petroleum Corporation 0.37 0.37 0.37 0.37 CenterPoint Energy, Inc. $0.40 $0.40 $0.40 $0.40 CenterPoint Energy, Inc. 0.40 0.40 0.40 0.40 CenterPoint Energy, Inc. 0.40 0.40 0.40 0.40 Zone 1 Shorthaul Transport 0.05 0.05 0.05 0.05 Other Contracted Shippers 0.29 0.29 0.29 0.29 Cheyenne Hub Occidental Petroleum Corporation $0.04 $0.04 $0.04 $0.04 DCP Midstream, LP 0.04 0.04 0.04 0.04 Source: TGE management 137


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Overview of Rockies Express REX Financial Projections – East-to-West Rates ($/Dth) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Rates ($/Dth) Ascent Resources – Utica, LLC $0.50 $0.50 $0.50 $0.50 EQT Corporation 0.50 0.50 0.50 0.50 Gulfport Energy Corporation 0.50 0.50 0.50 0.50 Contracted Capacity Enhancement Project EQT Corporation $0.49 $0.49 $0.49 $0.49 Ascent Resources – Utica, LLC 0.55 0.55 0.55 0.55 Jay-Bee Production Company 0.45 0.45 0.45 0.45 CenterPoint Energy, Inc. 0.58 0.58 0.58 0.58 Gulfport Energy Corporation 0.47 0.47 0.47 0.47 Triad Hunter LLC 0.47 0.47 0.47 0.47 Citizens Resources LLC 0.55 0.55 0.55 0.55 Spire Inc. 0.61 0.61 0.61 0.61 Additional Contracted Capacity Enhancement Project Equinor ASA $0.23 $0.23 $0.23 $0.23 Columbia Gas of Ohio 0.30 0.30 0.30 0.30 Triad Hunter LLC 0.30 0.30 0.30 0.30 Antero Resources Corporation $0.42 $0.42 $0.42 $0.42 Antero Resources Corporation 0.45 0.45 0.45 0.45 Antero Resources Corporation 0.45 0.45 0.45 0.45 Source: TGE management 138
Overview of Rockies Express REX Financial Projections – West-to-East Contracted Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted West-to-East Transport Revenue Encana Corporation $147.0 $146.6 $146.6 $146.6 Ultra Petroleum Corporation 26.9 26.8 26.8 26.8 CenterPoint Energy, Inc. $2.2 $— $— $—CenterPoint Energy, Inc. 1.4 2.2 -—-CenterPoint Energy, Inc. — 1.4 2.2 — Zone 1 Shorthaul Transport $1.5 $1.5 $1.5 $1.5 Other Contracted Shippers $14.3 $14.2 $14.2 $14.2 Subtotal $193.3 $192.7 $191.3 $189.1 Cheyenne Hub Occidental Petroleum Corporation $4.5 $4.5 $4.5 $4.5 DCP Midstream, LP 4.5 4.5 4.5 4.5 Subtotal $9.0 $9.0 $9.0 $9.0 Contracted West-to-East Revenue Excluding Cheyenne Hub $193.3 $192.7 $191.3 $189.1 Contracted West-to-East Transport Revenue $202.3 $201.7 $200.3 $198.1 Source: TGE management 139


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Overview of Rockies Express REX Financial Projections – East-to-West Contracted Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Contracted East-to-West Transport Revenue Ascent Resources – Utica, LLC $82.4 $82.1 $82.1 $82.1 EQT Corporation 86.9 86.7 86.7 86.7 Gulfport Energy Corporation 50.3 50.2 50.2 50.2 Subtotal $219.6 $219.0 $219.0 $219.0 Contracted Capacity Enhancement Project EQT Corporation $44.7 $44.5 $44.5 $44.5 Ascent Resources – Utica, LLC 30.2 30.1 30.1 30.1 Jay-Bee Production Company 24.7 24.6 24.6 24.6 CenterPoint Energy, Inc. 12.7 12.7 12.7 12.7 Gulfport Energy Corporation 8.6 8.6 8.6 8.6 Triad Hunter LLC 8.7 8.7 8.7 8.7 Citizens Resources LLC 4.0 4.0 4.0 4.0 Spire Inc. 4.4 4.4 4.4 4.4 Subtotal $138.0 $137.6 $137.6 $137.6 Additional Contracted Capacity Enhancement Project Equinor ASA $1.0 $— $— $—Columbia Gas of Ohio 3.8 3.8 3.8 0.9 Triad Hunter LLC 5.5 5.5 5.5 5.5 Subtotal $10.3 $9.3 $9.3 $6.4 Antero Resources Corporation $91.5 $68.2 $— $—Antero Resources Corporation — 16.4 65.7 65.7 Antero Resources Corporation -———- Subtotal $91.5 $84.6 $65.7 $65.7 Base East-to-West Transport Revenue $459.4 $450.6 $431.6 $428.8 Total Contracted Revenue $661.7 $652.3 $631.9 $626.9 Source: TGE management 140
Overview of Rockies Express REX Financial Projections – Proposed and Expected Revenue ($ in millions) For the Years Ending December 31, 2020E 2021E 2022E 2023E Proposed and Expected West-to-East Transport Proposed and Expected Volumes (MDthd) 736.2 736.3 746.2 761.0 Proposed and Expected Rate ($/Dth) $0.35 $0.35 $0.35 $0.35 Proposed and Expected Revenue $94.4 $94.9 $96.3 $98.5 East-to-West Transport Proposed and Expected Volumes (MDthd) 153.4 216.5 365.0 391.4 Proposed and Expected Rate ($/Dth) $0.19 $0.22 $0.23 $0.22 Proposed and Expected Revenue $10.7 $17.5 $30.5 $32.0 Total REX Revenue West-to-East Transport Contracted West-to-East Revenue Excluding Cheyenne Hub $193.3 $192.7 $191.3 $189.1 Proposed and Expected Revenue 94.4 94.9 96.3 98.5 Contracted Cheyenne Hub Revenue 9.0 9.0 9.0 9.0 Other—Cheyenne Hub 0.5 4.7 6.8 6.8 Total West-to-East Transport Revenue $297.1 $301.3 $303.4 $303.4 East-to-West Transport Contracted East-to-West Revenue $459.4 $450.6 $431.6 $428.8 Proposed and Expected Revenue 10.7 17.5 30.5 32.0 Total East-to-West Transport Revenue $470.2 $468.0 $462.1 $460.7 Total West-to-East Transport Revenue $297.1 $301.3 $303.4 $303.4 Total East-to-West Transport Revenue 470.2 468.0 462.1 460.7 Other Revenue 9.3 9.5 9.7 9.9 Total REX Revenue $776.6 $778.9 $775.2 $774.0 Source: TGE management 141


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Overview of Rockies Express REX Financial Projections – Financial Summary ($ in millions) For Years Ending December 31, 2020E 2021E 2022E 2023E Total REX Revenue $776.6 $778.9 $775.2 $774.0 Operating Expenses Less: Operating Leases ($29.1) ($29.1) ($29.1) ($29.1) Less: Operating and Maintenance Expense (31.6) (32.2) (32.9) (33.5) Less: General and Administrative Expense (22.7) (22.7) (22.7) (22.7) Less: Ad Valorem Taxes (85.9) (85.9) (85.9) (85.9) Less: Management Fee (6.1) (6.1) (6.0) (6.0) Adjusted EBITDA $601.3 $602.9 $598.6 $596.8 Less: Interest Expense (118.5) (118.5) (118.5) (118.5) Less: Maintenance Capital Expenditures (15.9) (16.2) (16.6) (16.9) Distributable Cash Flow $466.8 $468.1 $463.6 $461.4 Less: Growth Capital Expenditures (40.0) -——- Cash Flow to Equity $426.8 $468.1 $463.6 $461.4 REX Distributable Cash Flow (Excluding Management Fee) $466.8 $468.1 $463.6 $461.4 Capital Expenditures Maintenance Capital Expenditures $15.9 $16.2 $16.6 $16.9 Growth Capital Expenditures 40.0 -——- Total Capital Expenditures $55.9 $16.2 $16.6 $16.9 TGE’s 75.0% Equity Interest in REX Adjusted EBITDA $450.9 $452.1 $449.0 $447.6 Distributable Cash Flow (Including Management Fee) 356.2 357.2 353.7 352.1 Capital Expenditures 41.9 12.2 12.4 12.7 Source: TGE management 142
TGE Identified Growth Projects


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TGE Identified Growth Projects Growth Projects – TGE’s Seahorse Pipeline and Plaquemines Liquids Terminal Asset Overview Seahorse and PLT Map ï® On August 1, 2018, TGE announced the joint Legend development with Drexel Hamilton Infrastructure Partners, LP of the Plaquemines Liquids Terminal Cushing, OK Seahorse PLT (“PLT”), an import- / export-capable liquids terminal located near the mouth of the Mississippi River Plaquemines ï,„ PLT is expected to be fully operational by Q2 2020E and is permitted for up to 20.0 MMBbls of Liquids storage capacity Terminal, ï,„ PLT will have the ability to fully load and unload LLC Suezmax vessels, giving customers access to international markets • TGE anticipates a separate offshore extension that would give PLT the added capability to load Very Large Crude Carriers by Q3 2021E ï® On August 1, 2018, TGE announced plans to develop the Seahorse Pipeline (“Seahorse”), a 700-mile, 30-inch, batch-capable crude oil pipeline from Cushing, OK to St. James, LA, with an anticipated in-service date of Q3 2021E ï,„ Seahorse will have 800 MBpd of crude oil transport capacity (initial capacity of 400 MBpd)ï,„ PXP will directly connect into Seahorse, providing Seahorse Powder River Basin producers with extensive Pipeline, LLC downstream market accessï® On August 15, 2018, TGE announced a binding open season, soliciting shipper commitments for crude oil transportation on Seahorseï® On November 26, 2018, TGE signed an agreement with an unaffiliated third-party that has the potential to be an anchor shipper and equity partner in Seahorse St. James, LA ï® TGE announced the 9th open season extension on July 31, 2019 Source: Public filings 143


EX-99.(c)(8)

Exhibit (c)(8)

 

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Citigroup Global Markets Inc. | Global Energy Group July 2019 Project Prairie 2.0 Precedent Cash Transaction Performance Strictly Private and Confidential Precedent 2-Step All Cash Deals Arclight Capital / American Arclight Capital / VTTI B.V. / VTTI Energy World Point Terminals, Inc. / Offer Summary Midstream Partners LP TransMontaigne Partners LP Partners LP World Point Terminals, LP 1st Offer Date 9/27/2018 7/9/2018 3/2/2017 4/4/2017 1st Offer Price $ 6.10 $ 38.00 $ 18.75 $ 16.80 Premium to Unaffected 6.1% 5.2% 1.9% 2.8% 2nd Offer Date 3/18/2019 11/26/2018 5/8/2017 6/2/2017 2nd Offer Price $ 5.25 $ 41.00 $ 19.50 $ 17.30 Premium to Unaffected (8.7%) 13.5% 6.0% 5.8% Days Between Offers 172 140 67 59 Performance Between Announcements 13.5% 5.7% 0.6% (10.6%) (6.7%) (7.8%) (6.5%) (8.0%) Transcanada / Columbia Harold Hamm / Hiland Partners, Kinder Morgan Take Private Offer Summary Pipeline LP 1st Offer Date 9/26/2016 1/15/2009 5/29/2006 1st Offer Price $ 15.75 $ 9.50 $ 100.00 Premium to Unaffected 2.9% 20.3% 18.5% 2nd Offer Date 11/1/2016 10/26/2009 8/28/2006 2nd Offer Price $ 17.00 $ 10.00 $ 107.50 Premium to Unaffected 11.1% 26.6% 27.4% Days Between Offers 36 284 91 Performance Between Announcements 42.5% 23.5% 5.7% (0.3%) (5.2%) (10.3%) Source: Company filings, Acquisition Press Release, Investor Presentations, FactSet. 1 Target Company AMZ


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Recent Take Private Transactions by Sponsor Arclight Capital / American Midstream Partners LP A September 27, 2018 • Arclight delivered a non-binding offer to acquire all of the issued and outstanding publicly held Common Units of the Issuer that are not owned by Arclight or its affiliates in exchange for $6.10 in cash for each such Common Unit representing a 6.1% premium to prior day’s closing and a 1.1% premium on a 20-day VWAP B March 18, 2019 • American Midstream Partners announces that it has entered into a definitive agreement and plan of merger with an affiliate of Arclight Capital for $5.25 per common unit, representing a 8.7% discount to the original unaffected date and a 13.0% discount on a 20-day VWAP to the original unaffected date The deal has not closed as of July 2, 2019 Price Change AMID AMZ Index 8/28/2018—9/27/2018 (6.5%) (4.0%) 9/27/2018—3/18/2019 (10.6) (6.7) 3/18/2019—7/2/2019 (0.6) (1.6) Price Performance 100.0% 88% 83% 80.0% 60.0% 40.0% Aug-18 Oct-18 Dec-18 Feb-19 Apr-19 Jun-19 AMID AMZ Arclight Capital / TransMontaigne Partners LP A July 9, 2018 • Arclight delivered a non-binding offer to acquire all of the issued and outstanding publicly held Common Units of the Issuer that are not owned by Arclight or its affiliates in exchange for $38.00 in cash for each such Common Unit representing a 5.2% premium to prior day’s closing and a 1.4% premium on a 20-day VWAP B November 26, 2018 • TransMontaigne announces that it has entered into a definitive agreement and plan of merger with an affiliate of Arclight Capital for $41.00 per common unit, representing a 13.5% premium to the original unaffected date and a 9.4% premium on a 20-day VWAP to the original unaffected date C February 26, 2019 • TransMontaigne Partners completed its previously-announced merger with Arclight Price Performance Price Change TLP AMZ Index 6/9/2018—7/9/2018 (4.4%) (1.8%) 7/9/2018—11/26/2018 13.5 (7.8) 11/26/2018—2/26/2019 0.0 1.9 110.0% 108% 100.0% 90.0% 92% 80.0% 70.0% Jun-18 Jul-18 Sep-18 Oct-18 Dec-18 Jan-19 TLP AMZ Source: Company filings, Acquisition Press Release, Investor Presentations, FactSet. 2 Recent Take Private Transactions by Sponsor (Cont’d) VTTI B.V. / VTTI Energy Partners LP A March 2, 2017 • VTTI B.V. makes an initial offer of $18.75 cash per common unit of VTTI for all the outstanding publically held common units of the partnership, representing a 1.9% premium to the previous closing price and a 1.5% premium on the 20-day VWAP B May 8, 2017 • VTTI B.V. and VTTI enter into a definitive merger agreement to which VTTI B.V. will acquire all of the outstanding publically held common units of the partnership at a price of $19.50 per unit for cash, representing a 6.0% premium to the 1 day premium on the unaffected price as of 3/2/2017 and a 5.6% premium on the 20-day VWAP on the unaffected price as of 3/2/2017 Price Performance Price Change VTTI AMZ Index 1/31/2017—3/2/2017 (0.5%) 0.3% 3/2/2017—5/8/2017 5.7 (6.5) 5/8/2017—9/14/2017 0.3% (8.0%) A B 110.0% 105% 100.0% 90.0% 86% 80.0% 70.0% Jan-17 Mar-17 May-17 Jul-17 Sep-17 VTTI AMZ World Point Terminals, Inc. / World Point Terminals, LP A April 4, 2017 • World Point Terminals, Inc. sends a letter to the company with a non-binding tender offer to acquire outstanding common units of World Point Terminals, LP (WPT) for $16.80 per unit for cash, representing a 2.8% premium to the previous closing price and a 2.8% premium on the 20-day VWAP B June 2, 2017 • World Port Terminals, LP (WPT) has entered into a Transaction Agreement with World Point Terminals, Inc. to which the offeror has commenced a tender offer equal to $17.30 per unit for cash, representing a 5.8% premium to the 1 day premium on the unaffected price as of 4/3/2017 and a 5.9% premium on the 20-day VWAP on the unaffected price as of 4/3/2017 Price Performance Price Change WPT AMZ Index 3/5/2017—4/4/2017 1.9% (1.7%) 4/4/2017—6/2/2017 0.6 (8.0) 5/8/2017—7/9/2017 0.5% (0.1%) 110.0% 100.0% 90.0% 80.0% Mar-17 Apr-17 Jun-17 WPT AMZ Source: Company filings, Acquisition Press Release, Investor Presentations, FactSet. 3


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Recent Take Private Transactions by Sponsor (Cont’d) Harold Hamm / Hiland Partners, LP A January 15, 2009 • Harold Hamm makes an initial offer of $9.50 cash per common unit of Hiland Partners LP (HLND) and $3.20 per Hiland Holdings GP unit that are not currently owned by Mr. Hamm, his affiliates or Hamm family trusts. The offer represented a 20.3% premium to the previous closing price and a 29.5% premium on the 20-day VWAP B April 20, 2009 • Harold Hamm submits a revised bid of $7.75 cash per common unit of Hiland Partners unit and $2.40 per Hiland Holdings unit, citing adverse effects continued declines in natural gas prices and drilling activity along Hiland Partners’ systems have had on the Hiland companies’ current and long-term projected throughput volumes, midstream segment margins and cash flows since his original proposals were delivered on January 15. The revised offer represented a 1.9% discount to the 1 day premium on the unaffected price as of 1/14/2009 and a 5.7% premium on the 20-day VWAP on the unaffected price as of 1/14/2009 C June 2, 2009 • Hiland Partners LP, and its general partner Hiland Holdings GP agree to the sale of the companies to affiliate of Harold Hamm D October 26, 2009 • Harold Hamm submits a revised bid of $10.00 cash per common unit of HLND. The revised offer represented a 26.6% premium to the 1 day premium on the unaffected price as of 1/14/2009 and a 36.3% premium on the 20-day VWAP on the unaffected price as of 1/14/2009 E December 4, 2009 • Harold Hamm and his affiliates complete the acquisition of all of the outstanding Highland Partners LP they did not already own Price Performance Price Change HLND AMZ Index 12/16/2008—1/15/2009 28.5% 5.7% 1/15/2009—4/20/2009 (10.1) 5.4 4/20/2009—10/26/2009 (0.3) 35.2 10/26/2009—12/4/2009 28.1 (1.7) 170.0% A B C D E 148% 148% 130.0% 90.0% 50.0% Dec-08 Feb-09 May-09 Jul-09 Sep-09 Dec-09 HLND AMZ Source: Company filings, Acquisition Press Release, Investor Presentations, FactSet. 4 Selected Cash Tender Offers for MLPs Zenith Energy US LP / Arc Logisitcs Partners LP Purchase of GP and LP for Cash A August 29, 2017 • Arc Logistics Partners LP (ARCX), Lightfoot Capital Partners GP and Lightfoot Capital Partners LP announced that they have entered in a Purchase Agreement and Plan of Merger with Zenith Energy U.S. LP pursuant to which Zenith will acquire Arc Logistics GP, LLC (ARCX’s GP) and all of the outstanding common units in ARCX. Public unit holders will receive $16.50 per common unit in cash, representing a 15.2% premium to the previous closing price and a 12.8% premium on the 20-day VWAP B December 18, 2017 • Arc Logistics Partners announced that at the special meeting of the Partnership’s common unitholders held on December 18, 2017, the Partnership’s unitholders voted to approve the Purchase Agreement and Plan of Merger Price Performance Price Change ARCX AMZ Index 7/30/2017—8/29/2017 6.4% (8.1%) 8/29/2017-12/18/2017 0.3 0.4 12/18/217-12/21/2017 0.1 (1.1) A B 110.0% 107% 100.0% 90.0% 91% 80.0% Jul-17 Sep-17 Oct-17 Dec-17 ARCX AMZ Enbridge Energy Partners LP / Midcoast Energy Partners LP Take Private of LP by Sponsor A January 27, 2017 • Enbridge announces that it has entered into a merger agreement through a wholly-owned subsidiary, whereby it will take private Midcoast Energy Partners LP (MEP) by acquiring all of the outstanding publicly-held common units of MEP for a purchase price of $8.00 per common unit in cash, representing a 8.6% discount to the previous closing price and a 5.5% premium to the trailing 30-day VWAP B April 27, 2017 • Midcoast Energy Partners, L.P. completed its previously-announced merger with Enbridge Price Performance Price Change MEP AMZ Index 12/28/2016—1/27/2017 20.1% 6.5% 1/27/2017—4/27/2017 (4.8) (4.6) A B 130.0% 120.0% 114% 110.0% 100.0% 102% 90.0% Dec-16 Feb-17 Mar-17 MEP AMZ Source: Company filings, Acquisition Press Release, Investor Presentations, FactSet. 5


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Selected Cash Tender Offers for MLPs (Cont’d) Energy Transfer Partners / PennTex May 18, 2017 A • ETP announced a tender offer to purchase all outstanding common units of PTXP not already owned by ETP for $20.00 per common unit in cash (closing price on 5/18/2017 of $16.65 per unit), representing a 20.1% premium to prior days closing price, a 19.5% premium to the 30-day average trading price and a 20.6% premium to the 20-day VWAP – Tender offer contingent upon ETP owning at least 80% of outstanding PTXP common units – Expires on 6/19/2017 B June 19, 2017 • PennTex announced that 12,360,503 common units were tendered as of June 19th, 2017. Following the closing of the tender offer, ETP and its affiliates owned greater than 80% of the outstanding units, allowing ETP as the GP to exercise their right to acquire the remaining common units that were not tendered C July 2, 2017 • PennTex completed its previously-announced merger with Energy Transfer Price Performance Price Change PTXP AMZ Index 4/18/2017—5/18/2017 (1.1%) (4.9%) 5/18/2017—6/19/2017 19.9 (6.2) 6/19/2017—7/2/2017 0.2 4.1 A B C 120.0% 119% 100.0% 93% 80.0% Apr-17 May-17 May-17 Jun-17 PTXP AMZ TransCanada / Columbia A September 26, 2016 • CPPL announces an offer from TRP to acquire all outstanding common units of the Partnership for $15.75 per unit in cash, representing a 2.9% premium to the previous closing price and a 11.3% premium to the 30-day average closing price B November 1, 2016 • TRP subsidiary announces the purchase of remaining outstanding CPPL units for $17.00 per unit in cash, representing a 11.1% premium to the unaffected price and a 20.1% premium to the unaffected 30-day average closing price C February 16, 2017 • CPPL completed its previously-announced merger with TransCanada Price Performance Price Change CPPL AMZ Index 8/27/2016—9/26/2016 18.8% 0.4% 9/26/2016—11/1/2016 (0.3) (5.2) 11/1/2016—2/16/2017 7.2 13.2 A B C 130.0% 127% 110.0% 108% 90.0% Aug-16 Oct-16 Nov-16 Jan-17 CPPL AMZ Source: Company filings, Acquisition Press Release, Investor Presentations, FactSet. 6 IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of any transaction contemplated hereby (“Transaction”). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission (“CFTC”), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2019 Citigroup Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Highlights of Citi’s unique role in promoting sustainability include: (a) releasing in 2007 a Climate Change Position Statement, the first US financial institution to do so; (b) targeting $50 billion over 10 years to address global climate change: includes significant increases in investment and financing of renewable energy, clean technology, and other carbon-emission reduction activities; (c) committing to an absolute reduction in GHG emissions of all Citi owned and leased properties around the world by 10% by 2011; (d) purchasing more than 234,000 MWh of carbon neutral power for our operations over the last three years; (e) establishing in 2008 the Carbon Principles; a framework for banks and their U.S. power clients to evaluate and address carbon risks in the financing of electric power projects; (f) producing equity research related to climate issues that helps to inform investors on risks and opportunities associated with the issue; and (g) engaging with a broad range of stakeholders on the issue of climate change to help advance understanding and solutions. Citi works with its clients in greenhouse gas intensive industries to evaluate emerging risks from climate change and, where appropriate, to mitigate those risks. efficiency, renewable energy and mitigation 7


EX-99.(c)(9)

Exhibit (c)(9)

 

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Preliminary and Confidential – Subject to Further Review and Revision Citigroup Global Markets Inc. | Global Energy Group July 2019 Project Prairie 2.0 Premium Analysis Strictly Private and Confidential Preliminary and Confidential – Subject to Further Review and Revision Relative Historical Trading Performance Price Performance – LTM (%) 10.00% Price Performance Since Closing 1.51% 0.00% (0.66%) (10.00%) (10.69%) (20.00%) 3/11/2019 3/29/2019 4/17/2019 5/6/2019 5/25/2019 6/13/2019 7/2/2019 30.00% 20.00% 10.00% 0.00% (10.00%) (20.00%) (30.00%) 7/2/2018 8/16/2018 10/1/2018 11/15/2018 12/31/2018 2/15/2019 4/1/2019 5/17/2019 7/2/2019 4.63% (2.66%) (3.80%) % Implied Premium / (Discount) Price Price $23.00 $24.00 $25.00 $26.00 At Announcement $24.18 (4.9%) (0.7%) 3.4% 7.5% At Closing 23.76 (3.2) 1.0 5.2 9.4 Current 21.22 8.4 13.1 17.8 22.5 10-Day VWAP 21.04 9.3 14.0 18.8 23.6 30-Day VWAP 22.27 3.3 7.8 12.3 16.7 60-Day VWAP 23.05 (0.2) 4.1 8.5 12.8 90-Day VWAP 23.34 (1.5) 2.8 7.1 11.4 52-Week High 26.35 (12.7) (8.9) (5.1) (1.3) 52-Week Low 20.05 14.7 19.7 24.7 29.7 10.00% Price Performance Since Announcement 4.39% 0.00% (0.72% (10.00%) (12.24%) (20.00%) 1/30/2019 2/24/2019 3/22/2019 4/16/2019 5/12/2019 6/6/2019 7/2/2019 Source: FactSet. Market data as of 7/2/2019. (1) Thunder peers include ENB, EPD, ET, KMI, TRP, WMB, MMP, OKE, DCP, MPLX, TRGP and PAA. 1 Peer Set(1) Thunder AMZ


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Preliminary and Confidential – Subject to Further Review and Revision Analyst Price Targets Pre and Post Deal Announcement Analysts Price Targets and Ratings Pre-Announcement Post-Announcement % Change Current % Change Broker Date Rating Price Target Date Rating Price Target Since Ann. Date Rating Price Target Since Ann. Capital One Securities, Inc. 01/30/19 Hold $27.00 02/15/19 Hold $27.00 0.0% 05/08/19 Hold $28.00 3.7% Tudor Pickering & Co 01/29/19 Hold 24.00 02/12/19 Hold 24.00 0.0 04/23/19 Hold 24.00 0.0 Baird 01/28/19 Buy 28.00 01/31/19 Buy 28.00 0.0 04/25/19 Buy 28.00 0.0 US Capital Advisors 01/28/19 Hold 23.00 02/06/19 Hold 23.00 0.0 05/24/19 Hold 24.00 4.3 Barclays 01/16/19 Hold 26.00 01/31/19 Hold 26.00 0.0 05/08/19 Hold 26.00 0.0 Credit Suisse 01/15/19 Buy 26.00 01/31/19 Buy 26.00 0.0 06/11/19 Hold 25.00 (3.8) Stifel 12/21/18 Buy 25.00 02/04/19 Buy 26.00 4.0 06/13/19 Buy 26.00 0.0 Wells Fargo Securities 12/04/18 Hold 26.00 02/06/19 Hold 25.00 (3.8) 06/05/19 Hold 25.00 0.0 RBC Capital Markets 12/02/18 Hold 25.00 02/05/19 Hold 24.00 (4.0) 05/08/19 Hold 24.00 0.0 MUFG Securities Americas, Inc 11/01/18 Hold 26.00 01/31/19 Hold 26.00 0.0 05/07/19 Hold 27.00 3.8 Goldman Sachs 10/08/18 Buy 27.00 02/12/19 Buy 26.00 (3.7) 04/02/19 Hold 26.00 0.0 Median $26.00 $26.00 0.0% $26.00 0.0% Recommendation History 100% $30.00 17% 25% 23% 23% 23% 23% 31% 31% $25.00 80% 36% 40% 40% 40% 38% $20.00 60% $15.00 75% 40% 67% 69% 69% 69% 55% 77% 62% 69% 54% $10.00 60% 60% 60% 20% $5.00 8% 9% 8% 8% 8% 8% 8% 8% 0% $0.00 6/18 7/18 8/18 9/18 10/18 11/18 12/18 1/19 2/19 3/19 4/19 5/19 6/19 7/3/2018 8/3/2018 9/3/2018 10/3/2018 % Sell 11/3/2018 % 12/3/2018 Hold % 1/3/2019 Buy Actual 2/3/2019 3/3/2019 Target Unit Price 4/3/2019 5/3/2019 6/3/2019 Source: Bison projections, Public filings, FactSet, and Wall Street research. Market data as of 7/2/2019. 2 Note: “N/A” denotes not publicly available. Preliminary and Confidential – Subject to Further Review and Revision Selected Public Companies Analysis Diversified Peers Closing Firm Value / ($ in Millions, Except Per Unit Data) Unit Price Equity Value ($mm) Firm EBITDA (x) Yield ‘19-‘21 Dist. Price / DCF ‘19-‘21 DCF Coverage Debt / Name 7/2/2019 LP Units Total Value 2019E 2020E Indicative(1) 2019E 2020E CAGR (%) 2019E 2020E CAGR (%) 2019E 2020E 2019E EBITDA Enbridge Inc. $35.96 $72,890 $73,008 $128,628 12.8x 12.1x 6.3% 6.3% 6.9% 8.0% 10.7x 10.1x 8.2% 1.49x 1.44x 4.9x Enterprise Products Partners LP 29.02 63,909 63,909 91,150 11.6 11.3 6.0 6.1 6.3 3.6 10.4 10.4 1.9 1.57 1.53 3.4 TC Energy Corporation 49.29 45,692 46,959 87,622 12.4 12.1 4.6 4.6 5.1 8.8 9.2 8.8 6.2 2.35 2.26 5.3 Energy Transfer, LP 14.18 37,465 37,465 85,980 8.0 8.0 8.6 8.6 8.6 2.8 6.2 6.4 1.3 1.87 1.83 4.2 Kinder Morgan Inc. 20.99 47,516 47,516 84,674 10.9 10.3 4.8 4.8 6.0 14.5 9.6 8.9 6.6 2.18 1.90 4.7 Williams Companies 28.20 34,224 34,224 56,714 10.9 10.6 5.4 5.4 6.1 12.1 11.1 10.7 6.0 1.68 1.54 4.2 MPLX LP (2) 31.99 33,931 33,931 53,918 10.2 9.4 8.2 8.4 8.9 2.9 8.3 7.7 3.7 1.44 1.46 3.5 ONEOK, Inc. 69.36 28,786 28,786 39,070 14.9 12.4 5.0 5.2 5.7 9.1 14.4 12.4 13.4 1.34 1.42 3.9 Plains All American Pipeline LP 24.32 17,842 17,842 29,024 10.2 10.3 5.9 5.9 6.2 5.1 8.9 9.4 (1.2) 1.89 1.72 3.3 Targa Resources Corp. 39.13 9,286 9,286 19,144 12.3 9.6 9.3 9.3 9.3 1.4 12.5 9.8 22.4 0.86 1.10 4.6 DCP Midstream Partners 29.53 4,232 5,852 12,004 9.7 8.7 10.6 10.6 10.7 2.1 8.0 7.5 3.7 1.27 1.36 4.8 High $128,628 14.9x 12.4x 10.6% 10.6% 10.7% 14.5% 14.4x 12.4x 22.4% 2.35x 2.26x 5.3x Median 56,714 10.9 10.3 6.0 6.1 6.3 5.1 9.6 9.4 6.0 1.57 1.53 4.2 Mean 62,539 11.3 10.4 6.8 6.8 7.2 6.4 9.9 9.3 6.6 1.63 1.60 4.2 Low 12,004 8.0 8.0 4.6 4.6 5.1 1.4 6.2 6.4 (1.2) 0.86 1.10 3.3 (3) (4) Thunder $21.22 $6,045 $6,045 $9,771 10.0x 10.0x 9.4% 9.8% 10.3% 5.0% 7.9x 8.0x 2.9% 1.28x 1.21x 4.8x Source: Bison Projections, Public Filings and Wall Street Research. Market data as of 7/2/2019. (1) Indicative yield as of market date. (2) MPLX shown pro forma for ANDX transaction. DCF and DPU CAGRs represent 2019-2020 growth. (3) EBITDA includes REX distributions received. Firm value includes 284.868 of outstanding diluted shares and $3,332mm of debt and excludes proportional REX debt. 3 (4) Thunder Debt / EBITDA includes proportionate REX debt and EBITDA.


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Preliminary and Confidential – Subject to Further Review and Revision Selected 100% Cash Precedent Transactions 100% Cash Deals – Midstream Energy Initial— Premium to Final Offer— Announcement Unaffected Deal Unaffected Original Offer Final Offer Unaffected Premium to Unaffected Target Acquiror Date Date Value ($bn) Price Price Price 1-day 1-day 1-w eek 1-month Buckeye Partners, LP IFM Advisors 5/10/2019 5/9/2019 $10.3 $32.55 $41.50 $41.50 — 27.5% 24.9% 23.3% American Midstream Partners Arclight Capital 3/18/2019 9/27/2018 1.9 5.75 6.10 5.25 6.1% (8.7) (9.9) (14.8) TransMontaigne Partners LP Arclight Capital 11/26/2018 7/9/2018 1.2 36.11 38.00 41.00 5.2 13.5 11.9 9.0 Arc Logistics Partners LP Zenith Energy LP 8/29/2017 8/28/2017 0.7 14.32 16.50 16.50 — 15.2 15.5 10.9 PennTex Energy Transfer Partners 5/19/2017 5/18/2017 15.1 16.65 20.00 20.00 — 20.1 19.4 19.5 VTTI Energy Partners LP VTTI BV 5/8/2017 3/2/2017 0.8 18.40 18.75 19.50 1.9 6.0 5.8 5.9 Worldpoint Terminals LP Worldpoint Terminals Inc 6/2/2017 4/3/2017 0.8 16.35 16.80 17.30 2.8 5.8 6.4 3.7 Midcoast Energy Partners LP Enbridge 1/27/2017 1/26/2017 0.5 8.75 8.00 8.00 — (8.6) (6.7) 7.1 Columbia Pipeline Transcanada 11/1/2016 9/23/2016 13.9 15.30 15.75 17.00 2.9 11.1 11.9 20.0 Columbia Pipeline Group Inc. Transcanada 3/17/2016 3/10/2016 13.0 21.43 25.50 25.50 — 19.0 27.8 42.5 Hiland Partners LP Management / Sponsor 1/15/2009 1/14/2009 0.6 7.90 9.50 10.00 20.3 26.6 22.4 49.1 Kinder Morgan Management / Sponsor 5/29/2006 5/26/2006 21.6 84.41 100.00 107.50 18.5 27.4 28.8 23.2 High(1) $15.1 20.3% 27.4% 28.8% 49.1% Median(1) 1.2 6.1 11.1 11.9 9.0 Mean(1) 4.9 10.4 10.4 10.0 13.6 Low (1) 0.5 1.9 (8.7) (9.9) (14.8) Source: Public filings, FactSet, Market data as of 7/2/2019. (1) Includes related party deals only. 4 IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of any transaction contemplated hereby (“Transaction”). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission (“CFTC”), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2019 Citigroup Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Highlights of Citi’s unique role in promoting sustainability include: (a) releasing in 2007 a Climate Change Position Statement, the first US financial institution to do so; (b) targeting $50 billion over 10 years to address global climate change: includes significant increases in investment and financing of renewable energy, clean technology, and other carbon-emission reduction activities; (c) committing to an absolute reduction in GHG emissions of all Citi owned and leased properties around the world by 10% by 2011; (d) purchasing more than 234,000 MWh of carbon neutral power for our operations over the last three years; (e) establishing in 2008 the Carbon Principles; a framework for banks and their U.S. power clients to evaluate and address carbon risks in the financing of electric power projects; (f) producing equity research related to climate issues that helps to inform investors on risks and opportunities associated with the issue; and (g) engaging with a broad range of stakeholders on the issue of climate change to help advance understanding and solutions. Citi works with its clients in greenhouse gas intensive industries to evaluate emerging risks from climate change and, where appropriate, to mitigate those risks. efficiency, renewable energy and mitigation 5


EX-99.(c)(10)

Exhibit (c)(10)

 

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Preliminary and Confidential – Subject to Further Review and Revision Citigroup Global Markets Inc. | Global Energy Group August 2019 Discussion Materials Premium Analysis Strictly Private and Confidential Preliminary and Confidential – Subject to Further Review and Revision Selected 100% Cash Precedent Transactions 100% Cash Deals – Midstream Energy Initial—Final Offer— Equity Premium to Premium to Final Offer— Ann. Unaffected Purchase Unaffected Original Offer T-1 Final Final Offer Unaffected Prior Premium to Unaffected Target Acquiror Date Date Value ($bn) Price Price Price Price 1-Day 1-Day 1-Day 1-Week Avg 1-Month Avg Blueknight Energy Partners, LP Ergon, Inc. 8/5/2019 8/5/2019 $0.1 $1.34 $1.35 $1.34 $1.35 — — 0.7% 4.2% 4.3% Buckeye Partners, LP IFM Advisors 5/10/2019 5/9/2019 6.5 32.55 41.50 32.55 41.50 — — 27.5 24.9 23.3 American Midstream Partners Arclight Capital 3/18/2019 9/27/2018 0.2 5.75 6.10 4.00 5.25 6.1% 31.3% (8.7) (9.9) (14.8) TransMontaigne Partners LP Arclight Capital 11/26/2018 7/9/2018 0.5 36.11 38.00 36.40 41.00 5.2 12.6 13.5 11.9 9.0 Arc Logistics Partners LP Zenith Energy LP 8/29/2017 8/28/2017 0.3 14.32 16.50 14.32 16.50 — — 15.2 15.5 10.9 PennTex Energy Transfer Partners 5/18/2017 5/18/2017 0.3 16.65 20.00 16.65 20.00 — — 20.1 19.4 19.5 VTTI Energy Partners LP VTTI BV 5/8/2017 3/2/2017 0.5 18.40 18.75 18.69 19.50 1.9 4.3 6.0 5.8 5.9 Worldpoint Terminals LP Worldpoint Terminals Inc 5/23/2017 4/3/2017 0.4 16.35 16.80 15.92 17.30 2.8 8.7 5.8 6.4 3.7 Midcoast Energy Partners LP Enbridge 1/27/2017 1/26/2017 0.1 8.75 8.00 8.75 8.00 — — (8.6) (6.7) 7.1 Columbia Pipeline Transcanada 11/1/2016 9/23/2016 0.9 15.30 15.75 16.00 17.00 2.9 6.3 11.1 11.9 20.0 Columbia Pipeline Group Inc. Transcanada 3/17/2016 3/10/2016 10.2 21.43 25.50 21.43 25.50 — — 19.0 27.8 42.5 Hiland Partners LP Management / Sponsor 1/15/2009 1/14/2009 0.0 7.90 9.50 7.80 10.00 20.3 28.2 26.6 22.4 49.1 Kinder Morgan Management / Sponsor 5/29/2006 5/26/2006 14.4 84.41 100.00 101.70 107.50 18.5 5.7 27.4 28.8 23.2 High(1) $14.4 20.3% 31.3% 27.4% 28.8% 49.1% Median(1) 0.4 5.2 8.7 8.5 9.1 8.0 Mean(1) 1.8 8.2 13.9 9.4 9.4 12.7 Low (1) 0.0 1.9 4.3 (8.7) (9.9) (14.8) Denotes related party transaction Source: Public filings, FactSet, Market data as of 8/5/2019. (1) Includes related party deals only. 1


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IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of any transaction contemplated hereby (“Transaction”). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission (“CFTC”), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2019 Citigroup Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Highlights of Citi’s unique role in promoting sustainability include: (a) releasing in 2007 a Climate Change Position Statement, the first US financial institution to do so; (b) targeting $50 billion over 10 years to address global climate change: includes significant increases in investment and financing of renewable energy, clean technology, and other carbon-emission reduction activities; (c) committing to an absolute reduction in GHG emissions of all Citi owned and leased properties around the world by 10% by 2011; (d) purchasing more than 234,000 MWh of carbon neutral power for our operations over the last three years; (e) establishing in 2008 the Carbon Principles; a framework for banks and their U.S. power clients to evaluate and address carbon risks in the financing of electric power projects; (f) producing equity research related to climate issues that helps to inform investors on risks and opportunities associated with the issue; and (g) engaging with a broad range of stakeholders on the issue of climate change to help advance understanding and solutions. Citi works with its clients in greenhouse gas intensive industries to evaluate emerging risks from climate change and, where appropriate, to mitigate those risks. efficiency, renewable energy and mitigation 2


EX-99.(f)(2)

Exhibit (f)(2)

Delaware Revised Uniform Limited Partnership Act

Delaware Code Title 6 § 17-212: A partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership or a registered series of the limited partnership is a constituent party to the merger or consolidation, any division of the limited partnership, any conversion of the limited partnership to another business form, any conversion of a protected series of the limited partnership to a registered series of such limited partnership, any conversion of a registered series of the limited partnership to a protected series of such limited partnership, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such appraisal rights.