Exhibit (c)(2)
Confidential – Preliminary and Subject to Change Discussion Materials Regarding Project Houston September 9, 2022
Confidential – Preliminary and Subject to Change These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Sisecam Resource Partners LLC, the general partner of Sisecam Resources LP (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 Conflicts Committee, 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. These materials were compiled on a confidential basis for use exclusively by the Conflicts Committee 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 of its affiliates 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.
Confidential – Preliminary and Subject to Change Table of Contents Section Executive Summary Soda Ash Market Background SIRE Situation Analysis Preliminary Valuation of SIRE Common Units Appendix A. Weighted Average Cost of Capital Analysis I II III IV
Confidential – Preliminary and Subject to Change I. Executive Summary
Confidential – Preliminary and Subject to Change Introduction Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Sisecam Resource Partners LLC (the “General Partner” or “SIRE GP”), the general partner of Sisecam Resources LP (“SIRE” or the “Partnership”), regarding Sisecam Chemicals Resources LLC’s (“Sisecam Chemicals” or “SCR”) proposal to acquire all common units representing limited partner interests in the Partnership (each, a “Common Unit”) from the holders of such units other than Common Units held by Sisecam Chemicals, the General Partner or their respective affiliates (the “Unaffiliated Unitholders”) (the “Proposed Transaction”) 1 Sisecam Chemicals Wyoming LLC (“SCW LLC”) is a wholly-owned subsidiary of Sisecam Chemicals that currently owns 14,551,000 Common Units (72% interest in the Partnership) and SIRE GP, which owns a 2.0% general partner interest in the Partnership Sisecam Chemicals proposes to acquire each outstanding publicly-held Common Unit owned by the Unaffiliated Unitholders for $17.90 in cash (the “Proposed Consideration”) The Proposed Consideration represents a 0.3% discount to SIRE’s closing Common Unit price of $17.95 as of July 5, 2022, the last unaffected trading date, and a 0.2% premium to SIRE’s 30-day volume weighted average price (“VWAP”) as of July 5, 2022 Executive Summary
Confidential – Preliminary and Subject to Change Introduction (cont’d) The materials include the following: 2 An executive summary, including: (i) an overview of the transaction; (ii) a review of SIRE’s current partnership structure; (iii) the Proposed Transaction economics and (iv) an analysis of SIRE’s historical trading performance Background information on the U.S. and worldwide soda ash market An analysis of SIRE’s current situation, including an analysis of historical sales and expenses and a summary of the financial projections for SIRE as provided by SIRE management on August 14, 2022 (the “SIRE Financial Projections”) A preliminary valuation of SIRE’s Common Units and sensitivities based on various operating assumptions An appendix, including SIRE’s weighted average cost of capital Executive Summary
Confidential – Preliminary and Subject to Change Executive Summary 3 Summary Transaction Terms Counterparties Sisecam Chemicals Wyoming LLC Transaction Summary SCW LLC to acquire all publicly-owned Common Units from the Unaffiliated Unitholders for cash consideration SIRE will cease to be a publicly-traded partnership and the Partnership will become a wholly- owned subsidiary of SCW LLC Consideration $17.90 cash for each SIRE Common Unit Source: Partnership filings
Confidential – Preliminary and Subject to Change Implied SIRE Consolidated Enterprise Value Consideration Unit Price as of Price 9/7/22 SIRE Common Unit Price SIRE Units Outstanding¹ $17.90 20.2 $21.80 20.2 2022E 2023E 2024E 2025E $152.0 154.0 143.5 113.4 $152.0 154.0 143.5 113.4 Enterprise Value / SIRE Consolidated EBITDA 2022E 2023E 2024E 2025E 5.6x 5.5 5.9 7.5 6.6x 6.5 7.0 8.9 Executive Summary Summary Organizational Structure and Transaction Economics ($ in millions, except per unit amounts) Transaction Economics Current Partnership Ownership Structure Source: Partnership filings, FactSet, SIRE Financial Projections Reflects the sum of: (i) 19,799,791 Common Units outstanding and (ii) 399,000 general partner units representing an approximate 2.0% limited partner interest in SIRE and assumes pro rata allocation of equity value to Common Units and SIRE GP, with no incremental allocation to SIRE GP attributable to IDRs SIRE’s total equity value represents a 51% in Sisecam Wyoming with the resulting 49% non-controlling interest stated at implied market value based on the SIRE Common Unit price 100% 100% 100% Sisecam Chemicals Resources LLC (“Sisecam Chemicals” or “SCR”) Public Sisecam Chemicals Wyoming LLC (“SCW LLC”) Sisecam Wyoming LLC (“Sisecam Wyoming”) Natural Resources Partners LP (“NRP”) NRP Trona LLC (“NRP LLC”) Sisecam Resources LP (the “Partnership” or “SIRE”) Sisecam Resource Partners LLC (“SIRE GP”) Ciner Enterprise Inc. WE Soda Ltd. (“WE Soda”) Türkiye Şişe Ve Cam Fabrikaları A.Ş (“Sisecam Parent”) 100% ~26% LP Interest 5,248,791 Common Units 51% 49% 100% Sisecam Chemicals USA Inc. (“Sisecam USA”) 60% 40% Interests to be acquired in the Proposed Transaction ~72% LP Interest ~2% LP Interest 14,551,000 Common Units 399,000 GP Units 3. 100% of Sisecam Wyoming EBITDA less SIRE G&A 4 (“Ciner Enterprises”) Total Equity Value – SIRE1 $361.6 $440.4 Noncontrolling Interest² 347.4 423.1 Total Equity Value – Sisecam Wyoming $708.9 $863.5 Plus: Net Debt as of December 31, 2022 140.2 140.2 Consolidated Enterprise Value $849.2 $1,003.7 SIRE Financial Projections – SIRE Consolidated EBITDA3
Confidential – Preliminary and Subject to Change 144% 108% 102% --% 50% 100% 150% 200% 7/5/21 8/25/21 10/15/21 12/5/21 SIRE 5/8/22 6/28/22 8/19/22 1/26/22 3/18/22 SIRE Peer Group Average1 AMLP 2 Executive Summary Indexed Price Performance Source: FactSet, Public Filings 1. SIRE Peer Group Average calculated as the average indexed performance of publicly-traded soda ash MLPs and C-Corps (CHIECH S.A., Genesis Energy L.P., Turkiye Sise Ve Cam Fabrikalari A.S., Solvay SA, and Tata Chemicals Ltd.) 7/5/22: SCR delivered non- binding proposal to acquire all Common Units held by Unaffiliated Unitholders 11/19/21: Ciner Enterprises agreed to sell 60% of SCR, inclusive of control, to Sisecam USA for $300 million 2. ALPS Alerian MLP ETF 5
Confidential – Preliminary and Subject to Change Executive Summary SIRE Unit Trading $21.80 $17.87 $17.45 $19.16 $18.80 $17.90 $20.47 $14.00 $16.00 $18.00 $20.00 $22.00 $24.00 10/13/21 6/5/22 7/22/22 9/7/22 $12.00 7/11/21 8/27/21 Historical Price (SIRE) 11/29/21 1/15/22 Last 30 Trading Days VWAP 3/3/22 4/19/22 Last 60 Trading Days VWAP Last 6 Months VWAP Last 12 Months VWAP Proposed Consideration Go-Forward VWAP 7/5/22: SCR delivered non- binding proposal to acquire all Common Units held by Unaffiliated Unitholders Proposed Consideration Consideration Premium SIRE Price Relative to Hist $17.90 $18.93 1 Unaffected Closing Price Last 30 Trading Days VWAP Last 60 Trading Days VWAP Last 6 Months VWAP Last 12 Mon Go 11/19/21: Ciner Enterprises agreed to sell 60% of SCR, inclusive of control, to Sisecam USA for $300 million Source: FactSet, Bloomberg 6
Confidential – Preliminary and Subject to Change Executive Summary On November 19, 2021, Ciner Enterprises agreed to sell a 60% interest in Sisecam Chemicals to Sisecam USA for $300.0 million (the “2021 Acquisition”) As a result of the transaction: Sisecam Parent owns a controlling interest in the Partnership and Sisecam Wyoming through its indirect, majority ownership of SIRE GP Sisecam Parent owns 60.0% of an approximate 74.1% economic interest in SIRE If no value were ascribed to SIRE GP’s incentive distribution rights, the implied value of control for an “at-market” transaction was $217.6 million If no value was ascribed to control, the implied unit price was $34.36, which equated to a 77.0% premium to the unaffected unit price Assumed Unit Price Premium and Implied Value Paid for SIRE GP 2021 Acquisition of 60% of SCR Value of Sisecam Parent Interest $300.0 Divided by Ownership in Sisecam Chemicals 60.0% Implied Value of Sisecam Chemicals $500.0 Source: Public filings 7 Illustrative Value per LP Unit $19.41 $22.00 $24.00 $26.00 $28.00 $30.00 $32.00 $34.36 LP Units Owned by Sisecam Chemicals 14.6 14.6 14.6 14.6 14.6 14.6 14.6 14.6 Implied Value of LP Units $282.4 $320.1 $349.2 $378.3 $407.4 $436.5 $465.6 $500.0 Implied Value Paid by Sisecam Parent $500.0 $500.0 $500.0 $500.0 $500.0 $500.0 $500.0 $500.0 Implied Value for Control $217.6 $179.9 $150.8 $121.7 $92.6 $63.5 $34.4 $ - ($ in millions, except per unit amounts)
Confidential – Preliminary and Subject to Change II. Soda Ash Market Background
Confidential – Preliminary and Subject to Change Soda Ash Market Background The U.S. soda ash industry is comprised of four companies in Wyoming operating five plants and one company in California operating one plant The five producers have a combined annual capacity of 13.3 million metric tons The majority of the world's trona reserves are located in the Green River Basin, Wyoming and approximately 25% of global soda ash is produced by processing trona, with the remainder being produced synthetically through chemical processes Primary uses include as a raw material input for flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products Domestic production of soda ash returned to pre-Covid levels in 2021 and domestic consumption of soda ash exceeded pre-Covid levels 2021 U.S. Capacity by Producer Domestic Soda Ash Market Overview Overview U.S. Production and Consumption of Soda Ash 12.0 11.9 11.7 10.0 12.0 5.0 5.0 4.8 4.5 5.4 -- 2.0 4.0 6.0 8.0 10.0 12.0 14.0 2017 2020 2021 Metric Tons (MM) 2018 Production 2019 Consumption End User Consumption Genesis Alkali Wyoming LP 23.9% Sisecam Resources LP 20.1% Solvay Chemicals, Inc 25.4% Tata Chemicals Partners 20.1% Nirma, LTD 10.4% Glass 49.0% Source: U.S. Geological Survey, IHS Markit 8 Chemicals 28.0% Misc. 8.0% Detergents 5.0% Distributors 5.0% Flue Gas Soap & Desulfurization 3.0% Pulp & Pape 1.0% Water Treatment 1.0% Company Capacity (Mmt) Genesis Alkali Wyoming LP 3.2 Sisecam Resources LP 2.7 Solvay Chemicals, Inc 3.4 Tata Chemicals Partners 2.7 Nirma, LTD 1.4 Total 13.3
Confidential – Preliminary and Subject to Change 11.7 11.6 11.8 12.0 11.9 11.7 10.0 12.0 6.7 6.4 6.8 7.0 7.0 7.0 5.6 6.5 -- 4.0 2.0 6.0 8.0 10.0 12.0 Metric Tons (MM) 2014 2015 2016 2017 2018 Domestic Production 2019 2020 2021 Exports Soda Ash Market Background Soda ash produced in the U.S. above the level of domestic consumption is exported, with exports representing approximately 54% of total production in 2021 Total U.S. imports, primarily from Turkey, have recently been approximately 100,000 tons per year, which was more than double the average quantity of annual imports during the past decade Import and Export Markets for Soda Ash Domestic Production and Exports U.S. and Export Markets for Soda Ash Source: U.S. Geological Survey 9
Confidential – Preliminary and Subject to Change Soda Ash Market Background Comparison of Natural Trona and Synthetic Production Overview Sisecam Wyoming produces soda ash with naturally mined soda as opposed to synthetically produced soda Synthetic production is approximately twice as expensive to produce compared to U.S. natural soda ash production Synthetic soda ash consumes substantially more energy, incurs additional costs associated with by- products and has a greater carbon footprint Production related CO2 intensity in natural soda is approximately 70% lower than synthetic, while energy usage is approximately 60% lower and water usage is approximately 85% lower Comparison of Production Costs 2021 Global Production Capacity Comparison of Soda Ash Production Methods U.S. Natural 18% Solvay Process 47% China Hou 20% Others 15% 2.0x 2.1x 2.4x 1.0x 1.0x 0.0x 2.0x 3.0x U.S. Natural EU Solvay China Solvay China Hou U.S. Natural Solvay Process China Hou Raw Materials Trona One Salt (brine), Limestone, Ammonia Salt (brine), Limestone, Carbon Dioxide Energy Usage 4-6 MMBtu/ton 10-14 MMBtu/ton 10-14 MMBtu/ton By-Products None Calcium Chloride (waste product) Ammonium Chloride (co- product) Source: company presentations 10
Confidential – Preliminary and Subject to Change 100 80 60 40 20 -- Soda Ash Market Background Genesis plans to invest approximately $350 million to expand its Granger soda ash facilities from approximately 500,000 tons per year to approximately 1,250,000 tons per year Expected to be in service in 3Q 2023 IHS Markit forecasts Sisecam to increase capacity by 1.3 million tons in 2024 and 2025 IHS Markit projects annual capacity growth in North America of 4.0% from 2020 to 2025 Projected Increases in Global Soda Ash Supply North America Supply Growth In the near-term, the most significant North American growth project is Genesis’ expansion of its Granger facility North America, Northeast Asia and Global Capacity Growth (Million metric tons) 2021 Global Production Capacity The majority of supply growth outside of the U.S. is expected to come online in China Natural soda ash plants are under construction in Inner Mongolia with annual output of up to 5.4 million tons per year to come online by 2025 A 1.2 million ton Solvay process soda ash plant is expected to come online in Qinghai, China in 2023 IHS Markit also projects plant shutdowns in China that will offset some of the new capacity coming online An approximately 1.3 million ton soda ash plant in Lianyungang, China was shut down in June 2022 An approximately 600,000 ton plant in Guangzhou, China is expected to be shut down in late-2022 IHS Markit projects annual capacity growth in Northeast Asia of 2.9% from 2020 to 2025 CAGR% Range North America Northeast Asia Global 2010A-'20A 1.1% 2.9% 2.2% 2020 57 21 24 'A-'2 5E 61 22 27 4. 64 22 29 0% 65 22 30 2 .9% 65 21 31 2.4% 64 21 30 65 21 30 67 22 31 69 24 31 72 26 33 72 26 32 71 26 32 73 27 32 76 26 35 78 28 35 81 28 36 12 13 13 13 13 13 13 13 14 14 14 14 14 15 16 17 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E North American Northeast Asia Other Source: IHS Markit 11
Confidential – Preliminary and Subject to Change Soda Ash Market Background Industry and Research Analyst Commentary Our investment in Sisecam Wyoming continues to benefit from historically high export soda ash prices. Though global soda ash demand has weakened modestly over the last month in response to slowing global economic growth, the industry remains supply constrained due to primarily to lingering COVID effects in China, a force majeure event at a competitor in Green River, Wyoming, and ongoing delays with shipping and logistics. Higher soda ash prices have more than offset cost inflation, resulting in higher margins and cash flow. The soda ash business should remain strong over the next few years given increasing demand and limited supply additions. This is favorable for pricing and leaves room to offset rising energy/raw material costs. Source: Company transcripts, Wall Street research 12 The market for soda ash is structurally short of supply. […] This tightness is fundamentally the result of some 2 million tons a year of supply having been taken offline since 2019. The supply shortage has been exacerbated by multiple production disruptions and force majeure events experienced and declared by other natural producers in the United States over the last 5 or 6 months. At the same time, the demand is exceeding 2019 levels. This is extremely robust demand, especially considering that the automobile manufacturing business worldwide has been in a recession as a practical matter […] This supply shortfall in soda ash means prices must rise to allocate scarce tons and ultimately solicit incremental high-cost synthetic production to balance the market at the margin, all at a time when the synthetic producers cost have increased dramatically, owing primarily to rising energy and other input costs. The soda ash market currently finds itself in a spot where worldwide inventories are approaching historical levels lows and have never been so low immediately prior to entering a potential policy-induced cyclical slowdown. By way of example, it has been reported at the end of 2021, Chinese inventory levels were approximately 1.8 million metric tons. And today, they are approaching 300,000 metric tons, which is more than an 80% drop in just 6 months. Grant Sims, CEO & Chairman Genesis Energy, L.P. (7/28/2022) Saurabh Jain, HSBC (8/10/2022) Craig Nunez, President & COO Natural Resource Partners L.P. (8/4/2022)
Confidential – Preliminary and Subject to Change III. SIRE Situation Analysis
Confidential – Preliminary and Subject to Change As of September 7, 2022 Total Units Outstanding1 Common Unit Price 20.2 $21.80 Total Equity Value Plus: Net Debt Plus: Noncontrolling Interest (Market Value)2 $440.4 150.9 423.1 Enterprise Value $1,014.4 Management Projections Metric Yield/Multiple Distribution Yield Current $2.00 9.2% Revolver Availability / Total Revolver Capacity $120 / $225 2023E 2.40 11.0% Net Debt / Net Book Cap 29.7% 2024E 2.21 10.1% Net Debt / 2022E EBITDA 1.0x EV / EBITDA3 2022E $152 6.7x 2023E 154 6.6 2024E 143 7.1 SIRE Situation Analysis Public Trading Statistics ($ in millions, except per unit amounts) Balance Sheet and Credit Data Common Unit Price and Distribution Information General Partner Incentive Distribution Rights As of June 30, 2022 Cash and Marketable Securities Short-Term Debt Long-Term Debt $3.4 8.7 145.6 Total Debt Net Debt Plus: Noncontrolling Interest (Book Value) Plus: Partners' Capital $154.3 $150.9 156.4 201.2 Net Book Capitalization $508.5 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $-- $-- $5.00 $10.00 $15.00 $20.00 $25.00 9/7/20 5/8/21 Distribution per Unit 9/7/22 Distribution per Unit Unit Price 1/6/22 Unit Price Quarterly Distribution per LP Unit $0.5000 Total Total Total Quarterly Quarterly Total Annual Total Annual Quarterly Quarterly Distribution Distribution to GP LP Units Distribution Distribution Distribution Distribution % to LP % to GP LP Quarterly Distribution Range Within Range per LP Unit Outstanding to LPs to GP to LPs to GP 98.0% 2.0% $-- $0.5000 $0.5000 $0.0102 19.8 $9.9 $0.2 $39.6 $0.8 98.0% 2.0% 0.5000 0.5750 -- -- 19.8 -- -- -- -- 85.0% 15.0% 0.5750 0.6250 -- -- 19.8 -- -- -- -- 75.0% 25.0% 0.6250 0.7500 -- -- 19.8 -- -- -- -- 50.0% 50.0% 0.7500 -- -- 19.8 -- -- -- -- $9.9 $0.2 $39.6 $0.8 % of Total Distributions to the GP % of Total Distributions to the IDRs 2.0% --% Source: Public filings, FactSet, SIRE Financial Projections Includes General Partner 2.0% interest Implied market value of the 49% interest in Sisecam Wyoming owned by NRP LLC, calculated as the Partnership’s Total Equity Value divided by 51% multiplied by 49% 3. SIRE Consolidated EBITDA equal to 100% of Sisecam Wyoming EBITDA less SIRE G&A 13
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Sisecam Resources Unit Ownership Summary Institution Units (000's) Ownership % Goldman Sachs & Co. LLC (Private Banking) 630 3.2% Fidelity Management & Research Co. LLC 146 0.7% JPMorgan Securities LLC (Investment Management) 118 0.6% Sphinx Trading LP 100 0.5% Acadian Asset Management LLC 55 0.3% Credit Suisse Gestion SGIIC SA 36 0.2% Sowell Financial Services LLC 27 0.1% Rockefeller & Co. LLC 27 0.1% Fidelity Institutional Asset Management 25 0.1% Equitec Proprietary Markets LLC 22 0.1% Shapiro Capital Management LLC 16 0.1% Merrill Lynch, Pierce, Fenner & Smith, Inc. (Invt Mgmt) 4 0.0% BNP Paribas Arbitrage SNC 4 0.0% Total Clarity Wealth Management, Inc. 3 0.0% Securities America Advisors, Inc. 3 0.0% Top 15 Institutional 1,217 6.1% Other Institutions 35 0.2% Less: Short Interest (10) (0.0%) Total Institutional 1,243 6.3% Institutional/Other (Net of Short Interest) 1,243 6.3% Turkiye Sise Ve Cam Fabrikalari As 14,551 73.5% Insider Ownership Management and Directors 133 0.7% Holder Units (000's) Ownership % Retail 3,873 19.6% Turkiye Sise Ve Cam Fabrikalari As 14,5511 73.5%1 Total Common 19,800 100.0% Management and Directors 133 0.7% Total Insider 74.2% Short Position 10 0.0% Source: FactSet, Public filings, Wall Street Research Summary Institutional Ownership Institutional 6.3% 1. Includes General Partner Interest 14 Turkiye Sise Ve Cam Fabrikalari As 73.5% Summary Units Holder (000's) Ownership % Management and Directors 0.7% Retail 19.6%
Confidential – Preliminary and Subject to Change $104 $121 $134 $117 $120 $137 $135 $62 $89 $155 2.27 2.31 2.41 2.49 2.46 2.37 2.50 2.02 2.55 2.29 -- 1.0 2.0 3.0 4.0 5.0 6.0 $ -- $25 $50 $75 $100 $125 $150 $175 2013A 2014A 2017A 2018A 2019A 2020A Soda Ash Volume Sold (Million Metric Tons) 2021A 2022E Soda Ash Volume Sold (Million Metric Tons) 2015A 2016A Sisecam Wyoming EBITDA Owns a controlling 51% interest in Sisecam Wyoming, one of the largest and lowest cost producers of natural soda ash in the world Sisecam Wyoming’s Green River Basin facility has been in operation for more than 50 years 2.5 million metric tons per annum (“mtpa”) of soda ash production capacity and over 50 years of trona mining reserves Since 2019, SIRE management has been evaluating a potential new expansion project (the “Unit 8 Expansion”) that could increase production levels to 3.5 million mtpa, 134% of the last five-year average SIRE Situation Analysis Partnership Overview Description Sisecam Wyoming Plant Location and Mine Footprint Known Sodium Leasing Area ($ in millions) Historical and Projected Sisecam Wyoming EBITDA and Volumes Sold Source: Partnership filings 15
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Beginning in 2019, Sisecam Wyoming has considered the Unit 8 Expansion, including construction of a new refinery unit, rail track loop and associated facilities that would increase soda ash production levels to approximately 3.5 million mtpa The project would involve installing a new Unit 8 circuit, construction of an additional production shaft and construction of a new rail loop track, among other additions Sisecam Wyoming began procuring engineering services related to the Unit 8 Expansion in 2019 On February 18, 2020, Sisecam Wyoming presented to the Sweetwater County Commission to obtain approval to construct the Unit 8 Expansion At the time, Sisecam Wyoming estimated a total project cost of $426.0 million In August 2020, in light of reduced demand caused by the COVID-19 pandemic, SIRE elected to slow capital expenditures associated with the Unit 8 Expansion Leading up to the 2021 Acquisition, SIRE continued to assess the timing of the project in the context of the capital outlay, construction schedule and market recovery Throughout this time, SIRE maintained that it planned to expand operations and it was confident in the long-term fundamentals that supported new capacity in the market In a reserve estimate filed on March 15, 2022, SIRE commented that although the Unit 8 Expansion was shown outside the 5-year capital budget, the operation is considered profitable as-is and given the uncertainties, these expansions were not considered for the economic analysis for the reserve estimate Proposed Unit 8 Expansion Project Layout Sisecam Wyoming has received several regulatory approvals for construction of the Unit 8 Expansion, including the Air Quality (New Source Review Construction Permit), Land Quality Permit, Bureau of Land Management On-Lease Action Approval and Industrial Siting Permit Sisecam Wyoming still needs a water quality permit and a construction permit from Sweetwater County Some permits can expire, and changes to design or location would require additional permitting Project Overview Permitting Status Source: Partnership filings and reports 16
Confidential – Preliminary and Subject to Change SIRE Situation Analysis The UP Agreement began on January 1, 2022 and expires on December 31, 2025 Beginning on January 1, 2023, rates are adjusted annually based on the prior four quarterly indices of the All Inclusive Index Less Fuel with Forecast Error Adjustment (“AIILF”), as published by the Association of American Railroads In the event the average price of Retail On-Highway Diesel Fuel calculated monthly based on prices reported on the U.S. Department of Energy Website equals or exceeds $2.30 per gallon, UP will add a mileage-based fuel surcharge to the freight charges Shortfall payment is required to be made to UP if SIRE does not ship 85% of its production on UP In 2021, SIRE shipped over 90% of production on UP Production for export is transported on UP to Kansas City Southern Railroad (“KCS”) for transportation to Mexico and to terminals in the U.S. Northwest for transport via Handysize vessels to Asia and Latin America A Handysize vessel holds 40,000 to 50,000 tons of dry bulk Transportation Overview Overview SIRE’s production is transported from Wyoming via Union Pacific Railroad (“UP”) pursuant to a master contract amendment executed October 27, 2021 (the “UP Agreement”) Historical AIILF Historical Handysize Dry Bulk Costs (Asia) (4.0%) (2.0%) 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Core CPI Inflation All-LF with Forecast Error Adj. $0 $10,000 $20,000 $30,000 $40,000 Dayrate Source: SIRE management, Association of American Railroads, FactSet, Bloomberg 17 2012-2022E Average Annual Change Core CPI: 2.2% All-LF: 2.5%
Confidential – Preliminary and Subject to Change Freight costs are primarily comprised of rail transportation, port fees and seaborne shipping costs The majority of freight costs for domestic sales are rail transportation and storage costs, which are contracted and fairly stable Exports incur seaborne shipping costs, which are more cyclical in nature SIRE Situation Analysis Freight Costs Freight Cost Overview Historical Freight Cost Trend 2022E Freight Cost ($MM) 2022E Projected Freight Cost per Metric Ton: $103.99 Domestic Sales Exports $78 $70 $ $81 $88 $88 $75 $106 $90 $140 $120 $100 $80 $60 $40 $20 $-- 20 $62 $73 $49 $107 $172 $40 $39 $38 $71 $116 $200 $175 $150 $125 $100 $75 $50 $25 $-- 2018A 2019A Total Freight Cost ($MM) 2020A 2021A 2022E Freight Cost per Ton ($/mt) Domestic $117 Source: SIRE management 18 Export $172
Confidential – Preliminary and Subject to Change Natural Gas $16.90 Electricity $4.19 Fixed Utilities $5.16 After transportation, SIRE’s second most significant operating cost is energy SIRE’s primary energy cost is natural gas, as well as electricity and fixed utilities Natural gas cost is primarily driven by power- generation required for mining and trona processing plant equipment SIRE Situation Analysis Energy Costs Energy Cost Overview Historical Energy Cost Trend 2022E Energy Cost per Unit ($ / Metric Ton) 2022E Total Energy Cost per Metric Ton: $26.25 3.45 3.49 4.07 3.78 3.95 $3.36 $3.25 $2.87 $2.98 $4.28 $0.00 $2.00 $4.00 $6.00 $8.00 -- 1.00 2.00 3.00 4.00 5.00 2018A 2019A 2020A 2021A 2022E Actual / Projected Cost ($/MMBtu) Consumption (MMBtu/mt) Natural Gas Fixed Utilities Electricity 197 Source: SIRE management 19 181 154 122 126 $0.035 $0.034 $0.039 $0.033 $0.033 $0.020 $0.025 $0.030 $0.035 $0.040 $0.045 $0.050 -- 50 100 150 200 250 2018A 2019A 2020A 2021A 2022E Actual / Projected Cost ($/kWh) Consumption (kWh/mt) $6.74 $6.48 $6.41 $5.36 $5.16 $8.00 $7.00 $6.00 $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 2018A 2019A 2020A 2021A 2022E Unit Cost ($/mt)
Confidential – Preliminary and Subject to Change Salaried 297 Hourly 147 SIRE currently employs 444 people In 2021, SIRE completed a one-time cost of living adjustment to salaries as a retention initiative given recent tightness in the U.S. labor market In 2022, SIRE gave certain groups of technical operations personnel an approximate 5% increase in salaries to bring them more in line with market SIRE Situation Analysis Personnel Costs Personnel Cost Overview Historical Personnel Cost Trend Current Employee Count by Salary Type 446 452 444 444 444 $144 $150 $147 $166 $185 $-- $50 $100 $150 $200 $250 -- 100 200 300 400 500 2018A 2019A 2020A 2021A 2022E Avg. Fully-Loaded Cost ($K/employee/year) Employees Personnel Cost Drivers Total Personnel Costs ($MM) $64.3 Source: SIRE management 20 $67.8 $65.3 $73.6 $82.0 $-- $20.0 $60.0 $40.0 $80.0 $100.0 2018A 2019A 2020A 2021A 2022E
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Source: SIRE Financial Projections 21 SIRE Financial Projections – Assumptions Revenue Long-term domestic / export revenue breakout of 50% / 50% Domestic and export pricing based on SIRE management’s forecast Export revenue is broken out into ANSAC and direct export projects with no sales attributable to ANSAC in 2023E+ Expenses Expenses based on historical costs per unit, the majority of which are projected to increase 5.8% in 2023E and 2.2% in 2024E and each year thereafter Costs per unit for domestic freight and personnel are projected to increase 5.8% in 2023E and 3.0% in 2024E and each year thereafter Energy costs per unit are expected to increase 5.8% in 2023E, then decline in 2024E to a level which is 2.2% greater than 2022E and increase at a 2.2% annual rate thereafter SIRE-Level G&A Annual cash G&A incurred at the Partnership level after distributions received from Sisecam Wyoming equal to $2.9 million in 2022E and $4.0 million each year thereafter Deducted from Sisecam Wyoming EBITDA to arrive at SIRE Consolidated EBITDA Deducted from SIRE's 51% Share of Sisecam Wyoming EBITDA to arrive at EBITDA Attributable to SIRE Capital Expenditures Maintenance capital expenditures of $25.0 million in 2022E escalated by 2.2% annually thereafter No growth capital expenditures contemplated in the forecast Detailed engineering work on Unit 8 Expansion completed, but SIRE management has stated that the project was postponed due to COVID-19 market conditions and is not currently contemplated given SIRE management’s view of global demand as well as increased projected capital costs for the project Credit Facility Assumptions Sisecam Wyoming’s existing $225 million revolving credit facility increasing to $475 million via accordion provision Distribution Coverage / Total Leverage Sisecam Wyoming to maintain a distribution coverage ratio of 1.50x in 2022E, 1.25x in 2023E and 2024E, and 1.10x thereafter SIRE to distribute 100% of distributions received from Sisecam Wyoming less G&A incurred at the Partnership Sisecam Wyoming to use all remaining cash flow to pay down debt
Confidential – Preliminary and Subject to Change $68 $66 $37 $74 $85 $92 $47 $47 $47 331 317 188 350 296 296 150 -- -- 150 150 400 350 300 250 200 150 100 50 -- $-- $20 $40 $60 $80 $100 2018A 2019A 2020A 2021A 2022E 2025E 2026E 2027E 2028E Deca Sales 2023E 2024E Metric Tons ('000s) SIRE Situation Analysis Historical and Projected Sales and Deca Breakout Historical and Projected Sales Deca Sales By Year Source: SIRE Financial Projections 22 ($ in millions)
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Global Production and SIRE Market Share Historical and Projected Global Soda Ash Consumption Volumes and SIRE Market Share (metric tons in millions) 2.2 2.3 2.3 2.4 2.5 2.5 2.4 2.5 2.0 2.6 2.5 2.5 2.4 2.2 51.2 51.3 52.3 53.1 53.8 56.4 56.7 59.4 56.5 59.7 62.1 64.0 65.8 53.4 53.5 54.6 55.5 56.3 58.9 59.0 61.9 58.5 62.3 64.7 66.5 68.2 69.9 4.2% 4.2% 4.2% 4.3% 4.4% 4.2% 4.0% 4.0% 3.4% 4.1% 3.9% 3.8% 3.5% 3.2% 67.6 --% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% -- 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 2012A 2013A 2014A 2015A 2016A SIRE 2017A 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E Rest of World SIRE Global Volume Market Share Source: SIRE Financial Projections, IHS Markit, U.S. Geological Survey 23
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Deca Rehydration Commentary Historical Ore-to-Ash Ratio 331 317 188 350 296 296 150 -- -- 150 150 50 -- 250 200 150 100 400 350 300 '18A '19A '20A '21A '22E '23E '24E '25E '26E '27E '28E SIRE’s surface site includes a network of natural ponds used to recapture soda ash lost in processing trona through a process called deca rehydration During trona processing, an evaporative crystallizer technology is employed to refine and reuse soda ash throughout the purification process. A concentrated aqueous solution is introduced to maintain the purity and quality of the refined soda ash product. Run-off from this stream flows to the facility’s pond network SIRE developed a solution to reduce the capacity of these ponds and recover purified soda ash crystals (chemically, sodium carbonate decahydrate) to be used as an additional feedstock for trona ore during processing The Partnership considers its ore-to-ash ratio (i.e., tons of trona ore needed to produce one ton of soda ash) a key operating performance metric A lower ratio results in lower costs and improved efficiency After introducing deca rehydration in 2009, the Partnership reduced its ore-to-ash ratio by 11% over the next three years Deca rehydration also reduced the energy consumption required per ton of soda ash produced Over the past several years, SIRE has utilized its reserves of deca from the ponds at a rate above SIRE management’s estimated rate of natural replenishment Management expects to reduce deca consumption (and the production capacity associated with deca rehydration) beginning in 2024 to alleviate this depletion Management estimates that SIRE’s stable, long-term deca rehydration-based production capacity is approximately 150,000 mtpa Historical and Projected Deca Sales Volumes (Thousand Metric Tons) 1.80 1.74 1.61 1.60 1.56 1.59 1.52 1.52 1.50 1.50 1.54 1.51 1.60 1.56 1.58 1.00 1.20 1.40 1.60 1.80 2.00 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 1H22 SIRE Management 150,000 Metric Ton Estimated Annual Replenishment Source: SIRE Financial Projections, SIRE management 24
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Historical and Projected Realized Pricing Realized Soda Ash Sales Price by Market ($ per metric ton) Note: Gross prices are inclusive of pass-through transportation costs. SIRE began its exit from ANSAC in 2020 and will be fully transitioned to a direct export model beginning in 2023. Direct export costs include pass-through $162 $172 $157 $145 $147 $168 $170 $168 $168 $168 $168 $136 $142 $116 $114 $196 $200 $190 $172 $172 $166 $200 $200 $198 $193 $180 $-- $50 $100 $150 $200 $250 2018A 2019A 2020A 2021A 2022E Domestic Sales, Net 2023E Exports, Net 2026E 2027E 2028E 2024E 2025E IHS Export, Net seaborne shipping costs, while ANSAC sales are on a free-alongside-ship basis at the port 25
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Soda Ash Pricing Trends – Domestic Sales and Exports Historical and Projected Soda Ash Pricing Trends – Domestic Sales vs. Exports ($ per metric ton) Domestic Sales Exports $150 $125 $100 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E $175 $200 $225 $250 Legend SIRE Domestic, Net USGS, FOB Plant IHS Domestic, Net (Oct'21 Forecast) $100 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E $125 $150 $175 $200 $225 $250 Lege SIRE ANSAC, Net SIRE Direct Export, Net USGS Export, FAS IHS Export, Net (Oct'21 Forecast) SIRE direct export net pricing is lower than IHS’ Oct’21 forecast beginning in 2023E and widens through 2025E SIRE domestic net pricing consistently lower than IHS’ Oct’21 forecast throughout projection period, consistent with management commentary Source: SIRE management, USGS, IHS Note: For historical periods, SIRE netback pricing for domestic sales and exports is expressed as the gross realized price less the freight cost per unit sales volume, respectively, by sales channel 26
Confidential – Preliminary and Subject to Change SIRE Situation Analysis SIRE Export Pricing – Gross vs. Net Historical and Projected Realized Export Pricing ($ per metric ton) Net realized export pricing equals the gross realized price less applicable freight costs per unit of export volume Gross pricing for direct exports accounts for seaborne shipping costs since export customers take custody at the destination port Gross pricing for exports via ANSAC do not bear seaborne shipping costs since ANSAC takes custody transfer on a free- alongside-ship (“FAS”) basis The difference between SIRE’s realized gross and net pricing for direct exports was approximately $109 in 2021 and is projected to be greater than $140 in 2022 SIRE management contends that IHS systematically underestimates the transportation and storage costs for export volumes Legend SIRE Direct Export, Gross SIRE Direct Export, Net SIRE ANSAC, Gross SIRE ANSAC, Net IHS Export, Net (Oct'21 Forecast) USGS Export, FAS $100 Source: SIRE management, USGS, IHS Note: For historical periods, SIRE netback pricing for domestic sales and exports is expressed as the gross realized price less the freight cost per unit sales volume, respectively, by sales channel 27 $125 $150 $175 $200 $225 $250 $275 $300 $325 $350 $375 $400 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Historical and Projected Volumes, EBITDA and Margin Historical and Projected Sisecam Wyoming EBITDA and Volumes Sold ($ in millions) $104 $121 $134 $117 $120 $137 $135 $62 $89 $155 $158 $147 $117 $109 $113 $100 2.3 2.3 2.4 2.5 2.5 2.4 2.5 2.0 2.6 2.3 2.3 2.2 2.0 2.0 2.2 2.2 -- 1.0 2.0 3.0 4.0 5.0 6.0 $ -- $25 $50 $75 $100 $125 $150 $175 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E Soda Ash Volume Sold (Million Metric Tons) 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A Sisecam Wyoming EBITDA $52 $64 $56 $57 $63 $41 $72 $71 $71 $62 $59 $57 $51 26% 30% $60 32% 29% 28% 27% $56 30% 21% 21% $43 25% 23% 23% 20% 19% 18% 16% 0% 5% 10% 15% 20% 25% 30% 35% $ -- $10 $30 $20 $40 $50 $60 $70 $80 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E Historical and Projected Sisecam Wyoming Gross Margin per Ton ($ / Metric Ton) Gross Margin ($/m ton) Gross Margin (%) Source: SIRE Financial Projections 28 2013A – 2019A Average Margin: 27.4% 2022E – 2028E Average Margin: 18.8%
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Historical and Projected Margin per Ton Analysis ($ per metric ton) Historical and Projected Unit Margin Trend $ / Metric Ton 59 57 61 83 115 128 131 135 138 142 145 25 24 24 21 26 30 27 27 28 29 29 27 27 32 29 33 35 38 41 42 41 42 11 11 9 8 9 8 8 7 7 7 5 5 5 5 5 5 24 4 23 4 22 4 26 36 28 7 33 32 31 28 30 31 56 63 41 43 71 72 71 62 59 57 51 $205 $209 $195 $212 $287 $312 $311 $309 $308 $312 $312 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% $0 $50 $100 $150 $200 $250 $300 $350 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E % of Gross Revenue 29% Source: SIRE management 29 27% 32% 39% 40% 41% 42% 44% 45% 45% 47% 12% 11% 12% 10% 9% 10% 9% 9% 9% 9% 9% 13% 13% 17% 14% 11% 11% 12% 13% 14% 13% 14% 5% 5% 5% 3% 3% 3% 3% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 12% 11% 11% 12% 10% 11% 10% 10% 9% 10% 10% 27% 30% 21% 21% 25% 23% 23% 20% 19% 18% 16% 60% 2% 0% 10% 20% 30% 40% 50% 70% 80% 90% 100% 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E
Confidential – Preliminary and Subject to Change SIRE Situation Analysis $11.60 $11.33 $11.68 $11.26 $16.90 $20.30 $19.59 $19.51 $19.08 $20.32 $20.32 $3.36 $3.25 $2.87 $2.98 $4.28 $5.23 $4.97 $4.88 $4.77 $5.16 $5.16 $10.18 $9.14 $9.04 $6.79 $5.07 $4.67 $2.28 $3.05 $4.21 $3.22 $3.87 $25.14 $23.72 $23.59 $21.03 $26.25 $30.21 $26.84 $27.45 $28.07 $28.70 $29.34 Historical and Projected Energy Costs Energy Costs by Source ($ / Metric Ton) $35.00 $-- $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 2018A 2019A 2020A 2021A 2022E 2028E Natural Gas Electricity 2023E 2024E 2025E 2026E 2027E Fixed Utilities and Other 1 Electricity Consumption and Realized Price Natural Gas Consumption and Realized Price 3.5 3.5 4.1 3.8 3.9 3.9 3.9 4.0 4.0 3.9 3.9 $0 $2 $4 $6 $8 $10 0 1 2 3 4 5 '18A Price ($/MMBtu) Consumption (MMBtu/mt) '19A '20A '21A '22E '23E '24E '25E '26E '27E '28E Consumption Actual and Projected Price Henry Hub2 197 181 154 122 126 126 126 126 126 126 126 $0.08 $0.07 $0.06 $0.05 $0.04 $0.03 $0.02 $0.01 $0.00 0 50 100 150 200 250 Price ($/kWh) Consumption (kWh/mt) '18A '19A '20A '21A '22E '23E '24E '25E '26E '27E '28E Consumption3 Actual and Projected Price EIA NWPP Industrial End-Use 3. Electricity consumption (i) reflects management-reported historical usage through 6/30/22 and (ii) assumes usage per metric ton is constant with 1H22A for projection periods 30 Source: SIRE management, SIRE Financial Projections Fixed Utilities per ton for 2024E and thereafter is calculated indirectly as management’s total energy cost per ton projection less projected natural gas and electricity costs per ton, both of which are based on separately provided usage and cost assumptions independent from management’s financial model Henry Hub reflects EIA-reported spot prices through 8/31/22 and the NYMEX futures curve as of 8/31/22 from September 2022 and thereafter
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Personnel Cost Drivers $27.11 $27.09 $32.41 $28.83 $32.55 $35.25 $37.67 $41.07 $42.30 $41.17 Historical and Projected Personnel Costs Personnel Cost per Ton ($ / Metric Ton) $50.00 $20.00 $10.00 $-- $30.00 $40.00 446 452 444 444 454 444 444 440 440 444 444 $144 $150 $147 $166 $185 $195 $201 $207 $213 $220 $226 $-- $50 $100 $150 $200 $250 $300 -- 100 200 300 400 500 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E Avg. Fully-Loaded Cost ($K/employee/year) 2026E 2027E 2028E Fully-Loaded Cost ($K/employee/yr) Employees Employees Source: SIRE Financial Projections, SIRE Management 31
Confidential – Preliminary and Subject to Change 45.9 30.3 43.3 52.9 48.6 41.3 37.5 39.1 32.5 44.1 29.2 7.1 21.4 7.4 20.6 41.6 50.8 46.7 39.7 36.0 37.5 31.2 90.0 59.5 14.5 42.0 $85.0 $103.7 $95.3 $81.0 $73.5 $76.6 $63.7 $-- $20 $40 $60 $80 $100 $120 0.6x 0.8x 2.0x 1.3x 0.9x 0.7x 0.5x 0.5x 0.5x 0.5x 0.5x 0.0x 0.5x 1.0x 1.5x 2.0x 2.5x 71.0 70.3 32.8 46.3 79.0 80.6 75.2 59.9 55.8 57.8 50.9 68.2 67.6 31.5 44.5 75.9 77.4 72.3 57.5 53.6 55.6 48.9 139.3 137.9 64.3 90.8 $154.9 $158.0 $147.5 $117.4 $109.4 $113.4 $99.7 $-- $50 $100 $150 $200 0.96 0.79 0.85 1.18 1.17 1.26 1.19 1.11 1.11 1.19 1.19 1.41 1.71 1.16 1.37 1.35 1.26 1.19 1.11 1.11 1.19 1.19 2.37 2.50 2.02 2.55 2.52 2.52 2.37 2.22 2.22 2.37 2.37 $-- $50 $100 $150 $200 $250 -- 0.5 1.0 1.5 2.0 2.5 3.0 Net Realized Pricing Metric Tons (MM) SIRE Situation Analysis Summary of the SIRE Financial Projections Sales Volumes / Net Realized Pricing Sisecam Wyoming EBITDA Net Debt / EBITDA ($ in millions) Distributions to NRP SIRE NRP Net Debt / EBITDA Distributions to SIRE ` Sisecam Wyoming Distribution Coverage Sales Volume: Domestic Net Realized Price: Domestic Sales Volume: Export Net Realized Price: Export Sisecam Wyoming Distributed Cash Flow 1.37x 1.94x 2.75x 1.49x 1.48x 1.25x 1.25x 1.10x 1.10x 1.10x 1.10x Source: SIRE Financial Projections 32
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Source: SIRE Financial Projections 33 Sisecam Wyoming Financial Projections – EBITDA ($ in millions) For the Years Ending December 31, 2022E 2023E 2024E 2025E 2026E 2027E 2028E Domestic Sales Volumes (mt) 1.17 1.26 1.19 1.11 1.11 1.19 1.19 Expost Sales Volumes (mt) 1.35 1.26 1.19 1.11 1.11 1.19 1.19 Sales Volumes (mt) 2.52 2.52 2.37 2.22 2.22 2.37 2.37 Volume Growth (%) (1.3%) (0.1%) (5.8%) (6.4%) --% 6.8% --% Domestic Gross Revenue $289.1 $344.1 $330.4 $310.7 $314.5 $339.9 $344.2 Export Gross Revenue 435.1 440.9 407.7 374.4 369.5 398.9 396.2 Gross Revenue $724.2 $784.9 $738.0 $685.2 $683.9 $738.8 $740.3 Domestic Freight ($117.0) ($132.7) ($128.8) ($124.2) ($127.9) ($140.7) ($145.0) Export Freight (171.8) (189.3) (182.4) (174.6) (178.5) (195.0) (199.3) Freight Costs ($288.7) ($321.9) ($311.2) ($298.8) ($306.5) ($335.7) ($344.3) Domestic Net Revenue $172.1 $211.4 $201.6 $186.5 $186.5 $199.2 $199.2 Export Net Revenue 263.3 251.6 225.3 199.8 191.0 203.9 196.8 Net Revenue $435.4 $463.0 $426.9 $386.4 $377.5 $403.1 $396.0 Average Net Realized Price $172.87 $184.00 $180.00 $174.00 $170.00 $170.00 $167.00 Energy Costs (66.1) (76.0) (63.7) (60.9) (62.3) (68.1) (69.6) Personnel Costs (82.0) (88.7) (89.3) (91.2) (93.9) (97.6) (100.6) Royalties (20.1) (21.5) (18.8) (17.0) (16.6) (17.7) (17.4) Severance & Ad Valorem Taxes (17.6) (12.0) (11.5) (11.0) (11.3) (12.3) (12.6) Other (71.4) (83.0) (75.6) (67.9) (62.6) (72.2) (73.8) Cost of Goods Sold ($257.3) ($281.2) ($259.0) ($248.0) ($246.7) ($267.9) ($274.0) Gross Profit $178.2 $181.8 $167.9 $138.3 $130.8 $135.2 $122.1 Gross Margin (% of Net Revenue) 40.9% 39.3% 39.3% 35.8% 34.6% 33.5% 30.8% Operating Expenses (23.3) (23.8) (20.4) (20.9) (21.4) (21.9) (22.3) Sisecam Wyoming EBITDA $154.9 $158.0 $147.5 $117.4 $109.4 $113.4 $99.7 EBITDA Margin (% of Net Revenue) 35.6% 34.1% 34.5% 30.4% 29.0% 28.1% 25.2%
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Sisecam Wyoming Financial Projections – Cash Flow Summary ($ in millions) For the Years Ending December 31, 2022E 2023E 2024E 2025E 2026E 2027E 2 Sisecam Wyoming Distributable Cash Flow Sisecam Wyoming EBITDA $154.9 $158.0 $147.5 $117.4 $109.4 Less: Cash Interest Expense (4.1) (2.9) (2.2) (1.6) Less: Maintenance Capital Expenditures (25.0) (25.6) (26.1) Distributable Cash Flow $125.8 $129.6 $11 Sisecam Wyoming Distributed Cash Flow Distributions to SIRE (51.0%) $43.3 Distributions to NRP (49.0%) Distributed Cash Flow Distributable Cash Flow Siseca Source: SIRE Financial Projections 34
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Sisecam Wyoming Financial Projections – Sources and Uses ($ in millions) Distributable Cash Flow Surplus / (Shortfall) $40.8 $25.9 $23.8 $8.1 $7.3 $7.7 $6.4 Δ in NWC (27.5) 0.4 15.7 8.2 0.8 (9.8) (1.0) Cash from Revolver / (Cash to Revolver) -- -- -- -- 1.4 5.7 -- Total Sources $13.3 $26.3 $39.5 $16.3 $9.5 $3.5 $5.4 Uses Growth Capital Expenditures $0.1 $-- $-- $-- $-- $-- $-- Mandatory Debt Paydown 8.6 8.8 9.1 9.3 9.5 3.5 4.9 Discretionary Debt Paydown 1.3 17.4 30.5 7.0 -- -- 0.5 Cash to (from) Balance Sheet (1.8) (3.4) -- -- -- -- -- Other 5.0 Total Uses $13.3 $22.9 $39.5 $16.3 $9.5 $3.5 $5.4 Capital Structure Total Debt $148.6 $122.4 $82.8 $66.5 $58.4 $60.6 $55.2 Less: Cash (8.4) (5.0) (5.0) (5.0) (5.0) (5.0) (5.0) Net Debt $140.2 $117.4 $77.8 $61.5 $53.4 $55.6 $50.2 Net Debt / Adjusted EBITDA 0.9x 0.7x 0.5x 0.5x 0.5x 0.5x 0.5x 2022E 2023E For the Years Ending December 31, 2024E 2025E 2026E 2027E 2028E Sources Source: SIRE Financial Projections 35
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Source: SIRE Financial Projections 36 SIRE Financial Projections – Cash Flow Summary ($ in millions, except per unit amounts) For the Years Ending December 31, 2022E 2023E 2024E 2025E 2026E 2027E 2028E Consolidated EBITDA Sisecam Wyoming EBITDA $154.9 $158.0 $147.5 $117.4 $109.4 $113.4 $99.7 Less: SIRE G&A (2.9) (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) SIRE Consolidated EBITDA $152.0 $154.0 $143.5 $113.4 $105.4 $109.4 $95.7 EBITDA Attributable to SIRE SIRE'S 51% Share of Sisecam Wyoming EBITDA $79.0 $80.6 $75.2 $59.9 $55.8 $57.8 $50.9 Less: SIRE G&A (2.9) (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) EBITDA Attributable to SIRE $76.1 $76.6 $71.2 $55.9 $51.8 $53.8 $46.9 SIRE Distributable Cash Flow Distributions from Sisecam Wyoming $43.3 $52.9 $48.6 $41.3 $37.5 $39.1 $32.5 Less: SIRE G&A (2.9) (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) Distributable Cash Flow $40.4 $48.9 $44.6 $37.3 $33.5 $35.1 $28.5 Distributed Cash Flow Sisecam Chemicals $29.1 $35.0 $32.1 $26.9 $24.1 $25.3 $20.5 Public 10.5 12.6 11.6 9.7 8.7 9.1 7.4 General Partner 0.8 1.3 0.9 0.7 0.7 0.7 0.6 Distributed Cash Flow $40.4 $48.9 $44.6 $37.3 $33.5 $35.1 $28.5 Unit Ownership Sisecam Chemicals 14.6 14.6 14.6 14.6 14.6 14.6 14.6 Public 5.2 5.2 5.2 5.2 5.2 5.2 5.2 General Partner 0.4 0.4 0.4 0.4 0.4 0.4 0.4 Total Units Outstanding 20.2 20.2 20.2 20.2 20.2 20.2 20.2 Distributable Cash Flow per LP Unit $2.00 $2.40 $2.21 $1.85 $1.66 $1.74 $1.41 Distribution per LP Unit 2.00 2.40 2.21 1.85 1.66 1.74 1.41 Distributable Cash Flow Surplus / (Shortfall) $-- $-- $-- $-- $-- $-- $--
Confidential – Preliminary and Subject to Change IV. Preliminary Valuation of SIRE Common Units
Confidential – Preliminary and Subject to Change Methodology Description Metrics / Assumptions Discounted Cash Flow Analysis Values SIRE Common Units based on the concepts of the time value of money Using management’s projections, Evercore: Utilized varying equity cost of capital discount rates and terminal values to derive valuation ranges for the SIRE Common Units Cash flows were discounted using weighted average cost of capital (“WACC”) given allocated EBITDA-based cash flows Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to assumed December 31, 2022 effective date WACC based on the Capital Asset Pricing Model (“CAPM”) Unitholder effective tax rate of 29.6% (80.0% of 37.0% top bracket) from 2023E to 2028E and a terminal value tax rate of 37.0% For the terminal value, tax depreciation assumed to equal maintenance capital expenditures EBITDA exit multiple of 6.0x to 8.0x and a perpetuity growth rate of 0.5% to 1.5% Peer Group Trading Analysis Values SIRE Common Units based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected based on assets similar to those owned by SIRE Enterprise value / EBITDA multiples applied to 2022E, 2023E and 2024E Adjusted EBITDA Precedent M&A Transaction Analysis Values SIRE Common Units based on transactions involving assets and businesses similar to those owned by SIRE Transaction value / EBITDA multiples applied to 2023E EBITDA Discounted Distributions Analysis Values SIRE Common Units based on the present value of the future cash distributions to SIRE Common Unitholders Discounted projected distributions to assumed December 31, 2022 effective date Terminal yield range of 8.0% to 12.0% Cost of equity of 9.0% to 11.0% based on CAPM Premiums Paid Analysis Implied value of SIRE Common Units based on historical premiums paid in selected relevant cash midstream mergers Median 1-Day and 30-Day premiums paid applied to relevant equity prices 37 Preliminary Valuation of SIRE Common Units Valuation Methodologies Evercore utilized the following methodologies to analyze the value of SIRE’s Common Units: For Reference Only
Confidential – Preliminary and Subject to Change Preliminary Valuation of SIRE Common Units Valuation Summary – Common Units SIRE Financial Projections Discounted Cash Flow Analysis Peer Group Trading Analysis Precedent M&A Transactions Analysis EBITDA Exit Multiple Perpetuity Growth 2022E EBITDA 2023E EBITDA 2024E EBITDA 2023E EBITDA EBITDA Exit Multiple: 6.0x - 8.0x Perpetuity Growth Rate: 0.5% - 1.5% 2022E EBITDA Multiple: 2023E EBITDA Multiple: 2024E EBITDA Multiple: 2023E EBITDA Multiple: 5.5x - 8.0x 5.0x - 7.5x 4.5x - 7.0x 7.0x - 9.0x Range of 24.4% - 29.6% Discount Rate: WACC of 6.50% - 7.50% Terminal Yield of: 8.0% - 12.0% Equity Cost of Capital of: 9.0% - 11.0% Premiums Paid Analysis Discounted Distributions Analysis $15.71 $15.19 $17.18 $15.42 $12.32 $23.01 $17.06 $22.23 $20.02 $19.92 $26.60 $24.90 $21.14 $30.59 $22.10 $23.27 $-- $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 Proposed Consideration: $17.90 38 FOR REFERENCE ONLY
Confidential – Preliminary and Subject to Change Preliminary Valuation of SIRE Common Units Sensitivity Analysis Per Common Unit Soda Ash Production -/+ 0.10 million mtpa Domestic Soda Ash Price -/+ $10.00/Ton Export Soda Ash Price -/+ $10.00/Ton Natural Gas Spot Price +/- $1.00/MMBtu Electricity Price +/- $0.01/kwh Personel Cost +/- $1,000/Year Multiple Method Perpetuity Method 2022E EBITDA 2023E EBITDA 2024E EBITDA Precedent Transactions 2023E EBITDA DDA Distribution Discount Peer Group Trading Analysis DCF Analysis $2.88 $3.67 $1.05 $2.03 $1.77 $2.59 $2.90 ($2.89) ($3.67) ($1.05) ($2.03) ($1.77) ($2.59) ($2.95) ($2.88) ($3.67) ($1.01) ($2.03) ($1.77) ($2.59) ($2.95) $2.88 $3.67 $1.01 ��$2.03 $1.77 $2.59 $2.90 ($2.14) ($2.76) ($0.58) ($0.87) ($1.16) ($1.11) ($2.21) $2.14 $2.76 $0.58 $0.87 $1.16 $1.11 $2.20 ($0.73) ($0.93) ($0.28) ($0.52) ($0.45) ($0.66) ($0.74) $0.73 $0.93 $0.28 $0.52 $0.45 $0.66 $0.74 ($1.30) ($1.66) ($0.48) ($0.88) ($0.80) ($1.12) ($1.32) $1.30 $1.66 $0.48 $0.88 $0.80 $1.12 $1.32 ($3.70) 39 ($4.68) ($1.41) ($2.66) ($2.38) ($3.39) ($3.77) $3.70 $4.69 $1.41 $2.67 $2.39 $3.40 $3.71
Confidential – Preliminary and Subject to Change For the Years Ending December 31, 2023E 2024E 2025E 2026E 2027E 2028E Perpetu Sisecam Wyoming EBITDA $158.0 $147.5 $117.4 $109.4 $113.4 $99.7 $ Less: Tax Depreciation and Amortization2 (450.3) (22.2) (18.8) (15.0) (10.5) (4.9) EBIT ($292.3) $125.3 $98.6 $94.4 $102.9 Less: Cash Taxes3 -- (7.4) (5.8) (5.6) (19. EBIAT ($292.3) $117.9 $92.8 $88.8 Plus: Tax Depreciation and Amortization 450.3 22.2 18.8 Plus: Δ in NWC 0.4 15.7 8.2 Less: Capital Expenditures (25.6) (26.1) Sisecam Wyoming Unlevered Free Cash Flow $132.8 $129.6 SIRE Interest in Sisecam Wyoming 51.0% 5 SIRE Share of Sisecam Wyoming Unlevered Free Cash Flow $67.7 Less: SIRE G&A SIRE Unlevered Free Cash Flow EBITDA Multiple / Perpetuity Growth Rate Implied Terminal Value Present Value of Terminal Value @ 7.0% Discount Plus: Present Value of Unlevered Free Cash Implied Enterprise Value Less: Net Debt as of Decem Implied Equity V SIRE LP U Im Exit Multiple 1 Discounted Cash Flow Analysis – SIRE Financial Projections Preliminary Valuation of SIRE Common Units ($ in millions, except per unit amounts) 5.0x 8.0x 9.0x --% 1.5% 2.0% Terminal Exit Multiple 6.0x 7.0x $17.15 $18.90 $20.63 Perpetuity Growth Rate 0.5% 1.0% $19.07 $20.38 $21.99 16.64 16.16 15.71 18.33 17.80 17.31 20.02 19.45 18.90 17.57 16.29 15.19 18.64 17.17 15.93 19.92 18.22 16.79 6.0% 6.5% 7.0% 7.5% 8.0% $15.41 14.95 14.52 14.11 13.73 15.28 16.84 18.39 $22.37 21.71 21.09 20.50 19.94 6.0% 6.5% 7.0% 7.5% 8.0% $17.97 16.66 15.54 14.56 13.69 14.24 14.86 15.58 $23.99 21.48 19.47 17.81 16.42 WACC WACC Unit Price Sensitivity Analysis Source: SIRE Financial Projections 51% of Sisecam Wyoming EBITDA less $4.0 million SIRE G&A 2022E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 2022E capital expenditures; 2023E and 2024E tax DD&A assumes 100.0% bonus depreciation on capital expenditures; bonus depreciation phase-down on growth capital expenditures in 2025E (80.0%) and 2026E (60.0%) Assumes unitholder tax rate of 29.6% from 2023E to 2028E and 37.0% thereafter Includes 2.0% general partner interest 40
Confidential – Preliminary and Subject to Change Price % of 52-Week Equity Enterprise EV / EBITDA Net Debt / Soda Ash Partnership / Corporation 9/7/22 High Value Value 2022E 2023E 2024E 2022E EBITDA % Revenue Chemical Companies with Soda Ash Operations 1. Includes 2.0% SIRE GP Interest 41 Ciech SA $7.16 53.1% $377 $685 4.1x 4.2x 4.1x 1.9x 40.9% Genesis Energy, L.P. 11.60 86.1% 1,422 5,873 8.7 8.0 7.5 5.0 30.3% Türkiye Sise ve Cam Fabrikalari A.S. 1.44 98.0% 4,301 6,234 5.6 4.6 4.1 1.1 30.0% Solvay SA 81.08 61.6% 8,364 11,886 4.4 4.9 4.6 1.3 15.4% Tata Chemicals Limited 14.11 91.8% 3,595 4,493 10.8 9.7 9.4 1.9 15.0% Mean 6.7x 6.3x 5.9x 2.2x 26.3% Median 5.6 4.9 4.6 1.9 30.0% Other MLPs Alliance Resource Partners, L.P. $25.38 91.9% $3,321 $3,655 3.8x 3.2x 2.8x 0.3x --% Natural Resource Partners L.P. 45.15 88.9% 606 1,311 4.0 NM NM 0.7 14.7% Mean 3.9x 3.2x 2.8x 0.5x 7.3% Median 3.9 3.2 2.8 0.5 7.3% Sisecam Resources LP 1 $21.80 92.7% $440 $1,014 6.7x 6.6x 7.1x 1.0x 100.0% Preliminary Valuation of SIRE Common Units ($ in millions, except per share / unit amounts) Peer Group Trading Analysis Source: Public filings and FactSet
Confidential – Preliminary and Subject to Change Preliminary Valuation of SIRE Common Units Peer Group Trading Analysis (cont’d) ($ in millions, except per unit amounts) 2022E EBITDA Attributable to SIRE Relevant EBITDA Multiple 5.5x $76.1 – 8.0x Implied Enterprise Value Based on 2022E Adjusted EBITDA $418.5 – $608.8 Less: Net Debt as of December 31, 2022 (SIRE's 51% Share) (71.5) Implied SIRE Equity Value SIRE LP Units Outstanding1 $347.0 – 20.2 $537.2 Implied SIRE Unit Price Range - 2022E Adjusted EBITDA $17.18 – $26.60 2023E EBITDA Attributable to SIRE Relevant EBITDA Multiple 5.0x $76.6 – 7.5x Implied Enterprise Value Based on 2023E Adjusted EBITDA $383.0 – $574.5 Less: Net Debt as of December 31, 2022 (SIRE's 51% Share) (71.5) Implied SIRE Equity Value SIRE LP Units Outstanding1 $311.5 – 20.2 $503.0 Implied SIRE Unit Price Range - 2023E Adjusted EBITDA $15.42 – $24.90 2024E EBITDA Attributable to SIRE Relevant EBITDA Multiple 4.5x $71.2 – 7.0x Implied Enterprise Value Based on 2024E Adjusted EBITDA $320.4 – $498.4 Less: Net Debt as of December 31, 2022 (SIRE's 51% Share) (71.5) Implied SIRE Equity Value SIRE LP Units Outstanding1 $248.9 – 20.2 $426.9 Implied SIRE Unit Price Range - 2024E Adjusted EBITDA $12.32 – $21.14 Source: SIRE Financial Projections 1. Includes 2.0% general partner interest 42
Confidential – Preliminary and Subject to Change Date Announced Acquiror / Target (Seller) Transaction Value Transacti Va 05/2022 Solvay SA / Remaining 20% interest in Solvay Soda Ash Joint Venture (AGC) 12/2021 Sisecam Chemicals USA Inc. / 60% stake in Ciner Resources Corporation (Ciner Enterprises) 12/2019 Valley Holdings Inc. (Tata Chemials) / Remaining 25% in Tata Chemicals (Soda Ash) Partners Holdings (The Andov 08/2017 Genesis Energy, L.P. / 100% of Tronox's Alkali Business, including trona mining, production and market 07/2015 Park Holding A.S. (Ciner Group) / 73% LP interest, 2% GP interest and related IDRs in OC 02/2015 Tronox US Holdings Inc. / FMC's Alkali Chemicals business (FMC Corporation) 10/2014 FMC Corporation / Remaining 6.25% minority interest in FMC Wyom 03/2013 FMC Corporation / Additional 6.25% minority interest in 01/2013 Natural Resource Partners LP / 48.51% sta 01/2008 Tata Chemicals Ltd. / General C Min Mea Source: Public filings, Wall Street research, SIRE Financial Projections 1. Includes 2.0% general partner interest and effect of dilutive securities including phantom units and RSUs 43 Precedent Green River Basin Soda Ash Transactions Preliminary Valuation of SIRE Common Units Precedent M&A Transactions Analysis ($ in millions, except per unit amounts) SIRE Share of 2023E EBITDA (Post - SIRE G&A) Relevant EBITDA Multiple 7.0x $76.6 – 9.0x Implied Enterprise Value Based on 2023E Adjusted EBITDA $536.2 – $689.4 Less: Net Debt as of December 31, 2022 (SIRE's 51% Share) (71.5) Implied Equity Value SIRE LP Units Outstanding1 $464.7 – 20.2 $617.9 Implied SIRE Unit Price Range - 2023E Adjusted EBITDA $23.01 $30.59 Precedent M&A Transaction Analysis – SIRE Financial Projections
Confidential – Preliminary and Subject to Change Preliminary Valuation of SIRE Common Units Discounted Distributions Analysis – SIRE Financial Projections Source: FactSet, SIRE Financial Projections SIRE Distribution per Unit (Cash, As Paid) $2.00 $2.40 $2.21 $1.85 $1.66 $1.74 $1.41 $1.41 – $1.41 Terminal Yield1 8.0% 12.0% Terminal Value $17.63 $11.75 Equity Cost of Capital Based on CAPM Present Value @ 8.0% Cost of Equity $22.88 – $18.81 Present Value @ 9.0% Cost of Equity 22.10 – 18.19 Present Value @ 10.0% Cost of Equity 21.35 – 17.61 Present Value @ 11.0% Cost of Equity 20.64 – 17.06 Present Value @ 12.0% Cost of Equity 19.96 – 16.53 Implied SIRE Unit Value – Based on CAPM $17.06 – $22.10 For the Six Months Ending For the Years Ending December 31, December 31, 2022E 2023E 2024E 2025E 2026E 2027E 2028E Terminal Value Low High 1. Based on SIRE’s 52-week yield range of 6.1% to 14.1% with a median of 10.5% and mean of 10.1%. Current yield is 9.2% as of September 7, 2022 44
Confidential – Preliminary and Subject to Change Preliminary Valuation of SIRE Common Units Premiums Paid Analysis For Reference Only 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 Premium 1 Date Announced Acquiror / Target Consideration 1-Day 30-D Prior Spot 07/28/22 PBF Energy Inc. / PBF Logistics LP Cash/Stock-for-Unit (3.0%) 07/25/22 Shell USA, Inc. / Shell Midstream Partners, L.P. Cash-for-Unit 23. 06/02/22 Hartree Partners, LP / Sprague Resources LP Cash-for-Unit 05/25/22 Höegh LNG Holdings Ltd / Höegh LNG Partners LP Cash-for-Unit 05/16/22 Diamondback Energy / Rattler Midstream LP Stock-for-Unit 04/22/22 Ergon, Inc. / Blueknight Energy Partners, L.P. Cash-for-Unit 12/20/21 BP p.l.c / BP Midstream Partners LP Stock-for-Unit 10/27/21 Phillips 66 / Phillips 66 Partners LP Stock-for-U 10/04/21 Stonepeak Infrastructure Partners / Teekay LNG Partners LP Cash 08/23/21 Landmark Dividend / Landmark Infrastructure Partners LP 03/05/21 Chevron Corporation / Noble Midstream Partners LP 12/15/20 TC Energy Corporation / TC PipeLines, LP 07/27/20 CNX Resources Corporation / CNX Midstream Partners 02/27/20 Equitrans Midstream Corporation / EQM Midstream Partners 12/17/19 Blackstone Infrastructure Partners / Tallgrass Energy LP 10/01/19 Brookfield Business Partners L.P. / Teekay Offsho 05/10/19 IFM Investors / Buckeye Partners, L.P. 05/08/19 MPLX LP / Andeavor (Marathon Petro 04/02/19 UGI Corporation / AmeriGas Par 03/18/19 ArcLight Energy Partners Fu 02/05/19 SunCoke Energy, Inc. All Min Median Transactions M Cash received, by the 30- trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement 45
Confidential – Preliminary and Subject to Change Preliminary Valuation of SIRE Common Units Premiums Paid Analysis (cont’d) Summary Results – Cash-for-Unit Transactions 1-Day Prior Spot Unit Price as of July 5, 2022 Median 1-Day Prior Spot Price Premium Source: FactSet 46 $17.95 29.6% Implied Purchase Pirce based on a Median 1-Day Prior Spot Price Premium $23.27 30-Day VWAP as of July 5, 2022 Median 30-Day VWAP Premium $17.87 24.4% Implied Purchase Pirce based on a Median 30-Day VWAP Premium $22.23 For Reference Only
Confidential – Preliminary and Subject to Change Appendix
Confidential – Preliminary and Subject to Change A. Weighted Average Cost of Capital Analysis
Confidential – Preliminary and Subject to Change Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 9/7/22 Value Preferred Equity Total Capitalization Beta 1 B Risk-free Rate 3 Unlevered Beta Debt / Total Capitalization Adjusted Levered Equity Beta WACC Sup Market Risk Premium 4 Small Company Risk Premi 3.7% 0.43 37.1% Ciech SA $7.16 $377.4 $441.8 53.9% 0 Genesis Energy, L.P. 11.60 1,421.9 4,160.9 74.5% Türkiye Sise ve Cam Fabrikalari A.S. 1.44 4,301.5 2,094.1 32.7% Solvay SA 81.08 8,364.1 4,942.4 CAPM Tata Chemicals Limited 14.11 3,595.5 879.1 Mean Median Sisecam Resources LP $21.80 $440.4 Weighted Average Cost of Capital Analysis SIRE WACC Analysis – Capital Asset Pricing Model ($ in millions, except per unit / share amounts) Note: Capital structure includes effect of dilutive securities and GP interest; does not attribute value to the IDRs Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)); Assumes corporate tax rate of 29.6% 20-Year Treasury Rate as of September 7, 2022 Source: Duff & Phelps for Decile 9, including companies with an equity market capitalization of $190.0 million to $451.8 million Equity Cost of Capital calculated as: Risk-free rate (3.4%) + (Levered Equity Beta 0.60 × Market Risk Premium: Supply Side 9.4% and Historical 10.0%) + Small Company Risk Premium 2.3% Based upon SIRE Financial Projections Supply-Side MRP WACC Sensitivity Historical MRP WACC Sensitivity Debt / Total Cap Unlevered Beta 0.33 0.38 0.43 0.48 0.53 Debt / Total Cap Unlevered Beta 0.33 0.38 0.43 0.48 0.53 25.0% 6.8% 7.1% 7.4% 7.7% 8.0% Equity Cost of Cap 30.0% 6.6% 6.9% 7.1% 7.4% 7.7% Pre-Tax 35.0% 6.3% 6.6% 6.9% 7.2% 7.5% 40.0% 6.1% 6.4% 6.6% 6.9% 7.2% 45.0% 5.8% 6.1% 6.4% 6.7% 6.9% 25.0% 30.0% 35.0% 40.0% 45.0% 7.1% 6.9% 6.6% 6.4% 6.1% 7.5% 7.2% 7.0% 6.7% 6.5% 7.8% 7.6% 7.3% 7.0% 6.8% 8.1% 7.9% 7.6% 7.4% 7.1% 8.5% 8.2% 7.9% 7.7% 7.4% 47