Exhibit (c)(6)
Confidential – Preliminary and Subject to Change Discussion Materials Regarding Project Houston October 19, 2022
Confidential – Preliminary and Subject to Change Transaction Economics at Various Values ($ in millions, except per unit amounts) As of July 26, 2022; 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% interest in Sisecam Wyoming with the resulting 49% non-controlling interest stated at implied market value based on the SIRE Common Unit price Based on a Common Unit price of $17.95 as of July 5, 2022, the last unaffected trading date before the Initial Proposal Based on a 10-day, 20-day and 30-day VWAP prices of $17.29, $17.48 and $17.87, respectively, from July 5, 2022, the last unaffected trading date before the Initial Proposal Per SIRE Financial Projections; reflects 100% of Sisecam Wyoming EBITDA less SIRE G&A Proposal ─ 7/5/2022 Proposal ─ 9/27/2022 $21.00 Unit Price $22.00 Unit Price $23.00 Unit Price $24.00 Unit Price $25.00 Unit Price $26.00 Unit Price $27.00 Unit Price proposal ─ 10/11/2022 proposal ─ 9/20/2022 SIRE Common Unit Price $17.90 $19.00 $21.00 $22.00 $23.00 $24.00 $25.00 $26.00 $27.00 $28.50 $29.50 SIRE Units Outstanding1 20.2 20.2 20.2 20.2 20.2 20.2 20.2 20.2 20.2 20.2 20.2 Total Equity Value – SIRE2 $361.6 $383.8 $424.2 $444.4 $464.6 $484.8 $505.0 $525.2 $545.4 $575.7 $595.9 Noncontrolling Interest2 347.4 368.7 407.5 426.9 446.4 465.8 485.2 504.6 524.0 553.1 572.5 Total Equity Value – Sisecam Wyoming $708.9 $752.5 $831.7 $871.3 $910.9 $950.5 $990.1 $1,029.7 $1,069.3 $1,128.8 $1,168.4 Plus: Net Debt as of December 31, 2022 143.6 143.6 143.6 143.6 143.6 143.6 143.6 143.6 143.6 143.6 143.6 Consolidated Enterprise Value $852.6 $896.1 $975.3 $1,014.9 $1,054.5 $1,094.2 $1,133.8 $1,173.4 $1,213.0 $1,272.4 $1,312.0 Premium to Unaffected Price3 (0.3%) 5.8% 17.0% 22.6% 28.1% 33.7% 39.3% 44.8% 50.4% 58.8% 64.3% 10-Day VWAP from Unaffected Date4 3.5% 9.9% 21.4% 27.2% 33.0% 38.8% 44.6% 50.4% 56.1% 64.8% 70.6% 20-Day VWAP from Unaffected Date4 2.4% 8.7% 20.2% 25.9% 31.6% 37.3% 43.0% 48.8% 54.5% 63.1% 68.8% 30-Day VWAP from Unaffected Date4 0.2% 6.3% 17.5% 23.1% 28.7% 34.3% 39.9% 45.5% 51.1% 59.5% 65.1% SIRE Consolidated EBITDA 5 2022E $152.0 $152.0 $152.0 $152.0 $152.0 $152.0 $152.0 $152.0 $152.0 $152.0 $152.0 2023E 154.0 154.0 154.0 154.0 154.0 154.0 154.0 154.0 154.0 154.0 154.0 2024E 143.5 143.5 143.5 143.5 143.5 143.5 143.5 143.5 143.5 143.5 143.5 Enterprise Value / SIRE Consolidated EBITDA 2022E 5.6x 5.9x 6.4x 6.7x 6.9x 7.2x 7.5x 7.7x 8.0x 8.4x 8.6x 2023E 5.5 5.8 6.3 6.6 6.8 7.1 7.4 7.6 7.9 8.3 8.5 2024E 5.9 6.2 6.8 7.1 7.4 7.6 7.9 8.2 8.5 8.9 9.1 Source: Partnership filings, FactSet, SIRE Financial Projections Second Counter- First Counter- Initial Second Conflicts Committee Counterproposals SIRE Proposals 1
Confidential – Preliminary and Subject to Change $22.65 $17.87 $17.45 $19.16 $19.00 $18.80 $20.20 $12.00 $14.00 $16.00 $18.00 $20.00 $22.00 $24.00 9/12/21 11/1/21 12/21/21 2/9/22 3/31/22 5/20/22 7/9/22 8/28/22 10/17/22 Historical Price (SIRE) Last 30 Trading Days VWAP Last 60 Trading Days VWAP Last 6 Months VWAP Last 12 Months VWAP Proposed Consideration Go-Forward VWAP SIRE Unit Trading 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 Source: FactSet, Bloomberg 1/27/22: CINR / SIRE announced a quarterly cash distribution increase from $0.34 to $0.65 per unit SIRE Price Consideration Premium Relative to Historical VWAP Proposed Consideration $19.00 5.8% 6.3% 1.1% (0.8%) 8.9% Unaffected Closing Price Last 30 Trading Days VWAP Last 60 Trading Days VWAP Last 6 Months VWAP Last 12 Months VWAP Go-Forward VWAP $17.95 17.87 18.80 19.16 17.45 20.20 (5.9%) 2
Confidential – Preliminary and Subject to Change Historical SIRE and Peer Group Valuation Trend Source: FactSet --x 5x 10x 15x 20x 25x 10/17/17 10/17/18 10/17/19 10/17/20 10/17/21 10/17/22 Historical Enterprise Value-to-Adjusted EBITDA (Latest Quarter Annualized) SIRE reported annualized Adj. EBITDA of $2.8 million for 2Q20, its COVID-19 Pandemic trough, resulting in a multiple that is not meaningful SIRE Peer Group Range1 1. Includes: Ciech SA; Genesis Energy, L.P.; Türkiye Sise ve Cam Fabrikalari A.S.; Solvay SA; Tata Chemicals Limited 3 Over the past five years, SIRE has typically traded between 5.0x and 8.0x run-rate EBITDA, near the bottom of the range of its peers
Confidential – Preliminary and Subject to Change SIRE Situation Analysis Public Trading Statistics ($ 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 10/17/20 6/17/21 Distribution per Unit 10/17/22 Distribution per Unit Unit Price 2/15/22 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 As of July 26, 2022; Includes General Partner 2.0% interest As of June 30, 2022 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% SIRE Consolidated EBITDA equal to 100% of Sisecam Wyoming EBITDA less SIRE G&A As of October 17, 2022 Total Units Outstanding1 Common Unit Price 20.2 $22.65 Total Equity Value Plus: Net Debt2 Plus: Noncontrolling Interest (Market Value)3 $457.5 150.9 439.6 Enterprise Value $1,048.0 Management Projections Metric Yield/Multiple Distribution Yield Current $2.00 8.8% Revolver Availability / Total Revolver Capacity $120 / $225 2023E 2.40 10.6% Net Debt / Net Book Cap 29.7% 2024E EV / EBITDA4 2.21 9.8% Net Debt / 2022E EBITDA 1.0x 2022E $152 6.9x 2023E 154 6.8 2024E 143 7.3 4
Confidential – Preliminary and Subject to Change 30.8% 40.9% 40.9% 39.3% 39.3% 39.3% 39.3% 35.8% 37.1% 34.6% 37.1% 33.5% 37.1% 37.1% 2022E 2023E 2024E 2025E 2026E 2027E 2028E $2.40 $2.21 $1.85 $1.66 $1.74 $1.41 $2.00 $2.00 $2.72 $2.79 $2.58 $2.49 $2.54 $2.47 2022E 2023E 2024E 2025E 2026E 2027E 2028E Preliminary Valuation of SIRE Common Units SIRE Financial Projections vs. Sensitivity Case SIRE Financial Projections Sensitivity Case EBITDA Attributable to SIRE DCF / LP Unit % Gross Margin ($ in millions, except per unit amounts) 5 Source: SIRE Financial Projections, SIRE management
Confidential – Preliminary and Subject to Change Peer Group Trading Analysis Precedent M&A Transactions Analysis Discounted Cash Flow Analysis EBITDA Exit Multiple Perpetuity Growth 2022E EBITDA 2023E EBITDA 2024E EBITDA 2023E EBITDA EBITDA Exit Multiple: 5.5x - 8.0x Perpetuity Growth Rate: 0.5% - 1.5% 2022E EBITDA Multiple: 5.5x - 8.0x 2023E EBITDA Multiple: 5.0x - 7.5x 2024E EBITDA Multiple: 4.5x - 7.0x 2023E EBITDA Multiple: 6.0x - 8.5x Discount Rate: WACC of 8.25% - 9.25% Terminal Yield of: 8.0% - 12.0% Equity Cost of Capital of: 9.0% - 11.0% Discounted Distributions Analysis $14.37 $21.82 $13.26 $21.95 $17.09 $15.84 $15.34 $17.76 $12.24 $16.09 $19.13 $22.05 $14.91 $22.64 $18.93 $28.54 $16.12 $26.81 $26.51 $24.72 $24.82 $28.49 $21.05 $27.08 $28.61 $32.78 $19.52 $30.61 $-- $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $50.00 $45.00 $40.00 Preliminary Valuation of SIRE Common Units Proposed Consideration: $19.00 SIRE Financial Projections vs. Sensitivity Case SIRE Financial Projections Sensitivity Case 6
Confidential – Preliminary and Subject to Change Preliminary Valuation Detail – SIRE Financial Projections Peer Group Trading Analysis Source: Public filings and FactSet Note: No peer group company is directly comparable to SIRE As of October 17, 2022 Based on SIRE Financial Projections 1 ($ in millions, except per share/unit amounts) Equity Enterprise EV / EBITDA Net Debt / Soda Ash Value Value 2022E 2023E 2024E 2022E EBITDA % Revenue 7 Price % of 52-Week Partnership / Corporation 10/17/22 High 1 Chemical Companies with Soda Ash Operations Ciech SA $6.32 55.9% $333 $632 3.9x 4.0x 3.8x 1.9x 40.9% Genesis Energy, L.P. 10.11 75.0% 1,239 5,690 8.4 7.7 7.2 5.0 30.3% Türkiye Sise ve Cam Fabrikalari A.S. 1.68 99.7% 5,009 6,904 6.0 5.2 4.3 1.1 30.0% Solvay SA 85.31 66.6% 8,800 12,275 4.4 5.1 4.9 1.2 15.4% Tata Chemicals Limited 14.12 91.8% 3,596 4,466 11.1 10.1 9.7 1.9 15.0% Mean 6.8x 6.4x 6.0x 2.2x 26.3% Median 6.0 5.2 4.9 1.9 30.0% Other MLPs Alliance Resource Partners, L.P. $22.60 81.8% $2,957 $3,291 3.3x 2.7x 2.6x 0.3x --% Natural Resource Partners L.P. 40.98 80.6% 542 1,246 3.8 NM NM 0.7 14.7% Mean 3.6x 2.7x 2.6x 0.5x 7.3% Median 3.6 2.7 2.6 0.5 7.3% Sisecam Resources LP 2 $22.65 96.3% $458 $1,048 6.9x 6.8x 7.3x 1.0x 100.0%
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 or other third party 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 or as provided in the engagement letter between Evercore and the Conflicts Committee. 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. 9