Exhibit (c)(10)
Discussion Materials Regarding Project Houston January 31, 2023
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.
Table of Contents Section Executive Summary Soda Ash Market Background SIRE Situation Analysis Preliminary Valuation of SIRE Common Units Preliminary Valuation Detail – SIRE Financial Projections Financial Projections and Preliminary Valuation Detail – Sensitivity Case Appendix Weighted Average Cost of Capital Analysis Additional Materials I II III IV
I. Executive Summary
Executive Summary 1 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 “Partnership 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 the outstanding common units representing limited partner interests in the Partnership (each, a “Common Unit”) Pursuant to the Agreement and Plan of Merger, dated as of the date hereof (the “Agreement”), among the Partnership, the Partnership GP, Sisecam Chemicals Wyoming LLC (“Parent”), and Sisecam Chemicals Newco LLC, an indirect wholly- owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Partnership, with the Partnership surviving and continuing to exist as a Delaware limited partnership and a wholly-owned subsidiary of Parent (the “Transaction”) As a result of the Transaction, each outstanding Common Unit, other than the Common Units owned by Parent and its permitted transferees will be converted into a right to receive $25.00 in cash, without interest (the “Consideration”), per issued and outstanding Common Unit Parent is a wholly-owned subsidiary of Sisecam Chemicals that currently owns: 14,551,000 Common Units (72% limited partner interest in the Partnership) The Partnership GP, which owns a 2.0% general partner interest in the Partnership Holders of Common Units other than the Partnership GP, Parent, Merger Sub and their respective affiliates are referred to as the "Unaffiliated Unitholders“ On July 5, 2022, Sisecam Chemicals proposed to acquire each outstanding Common Unit owned by the Unaffiliated Unitholders for $17.90 per Common Unit in cash (the “Initial Proposal”) On January 31, 2023, Sisecam Chemicals and the Conflicts Committee reached a tentative agreement whereby Sisecam Chemicals will acquire each outstanding Common Unit owned by the Unaffiliated Unitholders at $25.00 per Common Unit in cash with quarterly distributions to be paid through and until the closing date on a pro rata basis (the “Consideration”) The Consideration represents a 39.3% premium to SIRE’s closing Common Unit price of $17.95 as of July 5, 2022, the last unaffected trading date before public announcement of the Initial Proposal The Consideration represents a 39.9% premium to SIRE’s 30-day volume weighted average price (“VWAP”) as of July 5, 2022 of $17.87
Executive Summary 2 In connection with rendering an opinion, Evercore has, among other things: Reviewed certain publicly available business and financial information relating to the Partnership that we deemed to be relevant, including: the Annual Report on Form 10-K for the year ended December 31, 2021; the Quarterly Reports on Form 10- Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022; 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 January 1, 2022 Reviewed preliminary estimated business and financial information relating to the Partnership for the year and quarter ended December 31, 2022, as provided to us by management of the Partnership Reviewed certain non-public projected financial and operating data and assumptions relating to the Partnership prepared and furnished to us by management of the Partnership, as approved for our use by the Partnership (the “SIRE Financial Projections”) Discussed with management of the Partnership their assessment of the past and current operations of the Partnership, the current financial condition and prospects of the Partnership, and the SIRE Financial Projections (including management’s views of the risks and uncertainties of achieving such projections) Reviewed the reported prices and the historical trading activity of the Common Units At the request of the Conflicts Committee, prepared and reviewed a sensitivity case (the “Sensitivity Case”) with respect to the projected financial and operating data and assumptions relating to the Partnership that we deemed relevant, including sensitivities related to pricing and operating expenses based on discussions with management of the Partnership Performed discounted cash flow analyses on the Partnership based on the SIRE Financial Projections and the Sensitivity Case Compared the financial performance of the Partnership and its stock market trading multiples with those of certain other publicly traded companies and partnerships that we deemed relevant Compared the financial performance of the Partnership and the valuation multiples relating to the Transaction with the financial terms, to the extent publicly available, of certain other transactions that we deemed relevant Performed discounted distribution analyses on the Partnership based on the SIRE Financial Projections and the Sensitivity Case Reviewed a draft of the Agreement dated January 31, 2023 Performed such other analyses and examinations, held such other discussions, reviewed such other information and considered such other factors that we deemed appropriate for the purpose of providing the opinion contained herein Evercore Evaluation Process Opinion Requested: Evercore has been asked by the Conflicts Committee, whether, in Evercore’s opinion, the Consideration to be received by the Unaffiliated Unitholders in the Transaction is fair, from a financial point of view, to the Unaffiliated Unitholders
Introduction The materials include the following: 3 An executive summary, including: (i) an overview of the Transaction; (ii) a review of SIRE’s current partnership structure; (iii) the 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 SIRE Financial Projections A preliminary valuation of the Common Units utilizing the SIRE Financial Projections and the Sensitivity Case, as directed by the Conflicts Committee An appendix, including SIRE’s weighted average cost of capital and a review of Sisecam Chemicals USA Inc.’s 2021 acquisition of a 60% interest in Sisecam Chemicals Resources LLC Executive Summary
Executive Summary Summary Organizational Structure ($ in millions, except per unit amounts) Source: Partnership filings 100% 100% 100% Sisecam Chemicals Resources LLC (“Sisecam Chemicals” or “SCR”) Public Sisecam Chemicals Wyoming LLC (“Parent”) 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 (“Partnership GP”) Sisecam Chemicals USA Inc. (“Sisecam USA”) Ciner Enterprise Inc. (“Ciner Enterprises”) WE Soda Ltd. (“WE Soda”) Türkiye Şişe Ve Cam Fabrikaları A.Ş (“Sisecam Parent”) 100% ~72% LP Interest 14,551,000 Common Units ~26% LP Interest 5,248,791 Common Units 51% 49% 100% 60% 40% Interests to be acquired in the Transaction ~2% GP Interest 399,000 GP Units 4
Executive Summary 6. As of January 24, 2023, Unaffiliated Unitholders owned 5,248,791 Common Units 5 Transaction Economics ($ in millions, except per unit amounts) Consideration $25.00 Source: Partnership filings, FactSet, SIRE Financial Projections As of January 24, 2023; 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 Partnership GP, with no incremental allocation to Partnership 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 Unit Price SIRE Common Unit Price $25.00 SIRE Units Outstanding1 20.2 Total Equity Value – SIRE2 $505.0 Noncontrolling Interest2 485.2 Total Equity Value – Sisecam Wyoming $990.1 Plus: Net Debt as of December 31, 2022 115.7 Consolidated Enterprise Value $1,105.8 Premium to Unaffected Price3 39.3% 10-Day VWAP from Unaffected Date4 44.6% 20-Day VWAP from Unaffected Date4 43.0% 30-Day VWAP from Unaffected Date4 39.9% SIRE Consolidated EBITDA 5 2022E $152.0 2023E 154.0 2024E 143.5 Enterprise Value / SIRE Consolidated EBITDA 2022E 7.3x 2023E 7.2 2024E 7.7 Value of Common Units Owned by Unaffiliated Unitholders6 $131.2
$23.96 $17.87 $17.45 $19.16 $18.80 $25.00 $21.28 $15.00 $16.00 $17.00 $18.00 $19.00 $21.00 $20.00 $23.00 $22.00 $24.00 $25.00 $26.00 10/31/21 6/16/22 Last 30 Trading Days VWAP Last 12 Months VWAP 8/31/22 11/15/22 Last 60 Trading Days VWAP Consideration 1/15/22 4/1/22 Historical Price (SIRE) Last 6 Months VWAP VWAP from Announcement to 1/30/23 1/30/23 Executive Summary SIRE Unit Trading SIRE Price Premium to Relative Price Consideration $25.00 Unaffected Closing Price Last 30 Trading Days VWAP Last 60 Trading Days VWAP Last 6 Months VWAP Last 12 Months VWAP VWAP from Announcement to 1/30/23 $17.95 17.87 18.80 19.16 17.45 21.28 39.3% 39.9% 33.0% 30.5% 43.3% 17.5% 7/5/22: SCR delivered a non- binding proposal to acquire all Common Units held by Unaffiliated Unitholders for $17.90 per Common Unit 11/19/21: Ciner Enterprises agreed to sell 60% of SCR, inclusive of control, to Sisecam USA for $300 million 1/27/22: CINR / SIRE announced a quarterly cash distribution increase from $0.34 to $0.65 per unit 10/28/22: SIRE announced Q3 earnings outperforming investor expectations led by strong pricing and demand in the soda ash market globally. SIRE also announced a Q3 quarterly distribution of $0.50 per unit 4/29/22: SIRE announced a quarterly cash distribution decrease from $0.65 to $0.50 per unit Source: FactSet, Bloomberg 6
Executive Summary Historical SIRE and Peer Group Valuation Source: FactSet --x 5x 10x 15x 20x 25x 1/30/18 1/30/19 1/30/20 1/30/21 1/30/22 1/30/23 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 7 Over the past five years, SIRE has generally traded between 5.0x and 8.0x run-rate EBITDA, near the bottom of the range of its peers
II. Soda Ash Market Background
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% Soap & Desulfurization 3.0% Flue Gas Pulp & Paper 1.0% Water Treatment 1.0% Company Capacity (Mmt) Genesis Alkali Wyoming LP Sisecam Resources LP Solvay Chemicals, Inc Tata Chemicals Partners 3.2 2.7 3.4 2.7 Nirma, LTD 1.4 Total 13.3
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
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
100 80 60 40 20 -- Soda Ash Market Background Genesis plans to invest approximately $350 million to expand its Granger soda ash facilities from approximately 500,000 tons per year to approximately 1,250,000 tons per year Expected to be in service in 3Q 2023 IHS Markit forecasts Sisecam to increase capacity by 1.3 million tons in 2024 and 2025 IHS Markit projects annual capacity growth in North America of 4.0% from 2020 to 2025 Projected Increases in Global Soda Ash Supply North America Supply Growth In the near-term, the most significant North American growth project is Genesis’ expansion of its Granger facility North America, Northeast Asia and Global Capacity Growth (Million metric tons) 2021 Global Production Capacity The majority of supply growth outside of the U.S. is expected to come online in China Natural soda ash plants are under construction in Inner Mongolia with annual output of up to 5.4 million tons per year to come online by 2025 A 1.2 million ton Solvay process soda ash plant is expected to come online in Qinghai, China in 2023 IHS Markit also projects plant shutdowns in China that will offset some of the new capacity coming online An approximately 1.3 million ton soda ash plant in Lianyungang, China was shut down in June 2022 An approximately 600,000 ton plant in Guangzhou, China is expected to be shut down in late-2022 IHS Markit projects annual capacity growth in Northeast Asia of 2.9% from 2020 to 2025 CAGR% Range North America Northeast Asia Global 2010A-'20A 1.1% 2.9% 2.2% 2020 57 21 24 'A-'2 5E 61 22 27 4. 64 22 29 0% 65 22 30 2 .9% 65 21 31 2.4% 64 21 30 65 21 30 67 22 31 69 24 31 72 26 33 72 26 32 71 26 32 73 27 32 76 26 35 78 28 35 81 28 36 12 13 13 13 13 13 13 13 14 14 14 14 14 15 16 17 2010A 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E North American Northeast Asia Other Source: IHS Markit 11
III. SIRE Situation Analysis
SIRE Situation Analysis Public Trading Statistics ($ in millions, except per unit amounts) Balance Sheet and Credit Data General Partner Incentive Distribution Rights As of December 31, 2022 Cash and Marketable Securities Short-Term Debt Long-Term Debt $21.3 8.8 128.2 Plus: Noncontrolling Interest (Book Value) Plus: Partners' Capital 187.2 233.0 Net Book Capitalization $535.9 Revolver Availability / Total Revolver Capacity $130 / $225 Plus: Net Debt2 115.7 Total Debt $137.0 Plus: Noncontrolling Interest (Market Value)3 465.1 Net Debt $115.7 $-- $-- Common Unit Price and Distribution Information $30.00 $3.00 $25.00 $2.50 $20.00 $2.00 $15.00 $1.50 $10.00 $1.00 $5.00 $0.50 1/30/21 9/30/21 Distribution per Unit Distribution per Unit Unit Price 5/31/22 1/30/23 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% 98.0% 85.0% 75.0% 50.0% 2.0% 2.0% 15.0% 25.0% 50.0% $-- 0.5000 0.5750 0.6250 0.7500 $0.5000 0.5750 0.6250 0.7500 $0.5000 -- -- -- -- $0.0102 -- -- -- -- 19.8 19.8 19.8 19.8 $9.9 -- -- -- $0.2 -- -- -- $39.6 -- -- -- $0.8 -- -- -- 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 January 24, 2023; includes 2.0% general partner interest As of December 31, 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% As of January 30, 2023 Total Units Outstanding1 Common Unit Price 20.2 $23.96 Total Equity Value $484.1 Enterprise Value Distribution Yield Current $1,064.9 SIRE Financial Projections Metric Yield/Multiple $2.00 8.3% 2023E 2024E EV / EBITDA4 2.41 2.22 10.1% 9.3% Net Debt / Net Book Cap Net Debt / 2022E EBITDA 21.6% 0.8x 2022E $152 7.0x 2023E 154 6.9 2024E 143 7.4 4. SIRE Consolidated EBITDA equal to 100% of Sisecam Wyoming EBITDA less SIRE G&A 12
SIRE Situation Analysis Sisecam Resources Unit Ownership Summary Institutional/Other (Net of Short Interest) 1,167 5.8% Turkiye Sise Ve Cam Fabrikalari As 14,950 74.0% Insider Ownership Management and Directors 133 0.7% Holder Units (000's) Ownership % Retail 3,949 19.6% Turkiye Sise Ve Cam Fabrikalari As 14,9501 74.0%1 Total Common 20,199 100.0% Management and Directors 133 0.7% Total Insider 74.7% Short Position 4 0.0% Source: FactSet, Public filings, Wall Street Research Summary Institutional Ownership Institution Goldman Sachs & Co. LLC (Private Banking) 552 2.7% JPMorgan Securities LLC (Investment Management) 314 1.6% Acadian Asset Management LLC 62 0.3% Rockefeller & Co. LLC 27 0.1% Sowell Financial Services LLC 26 0.1% Capricorn Fund Managers Ltd. 25 0.1% FIAM LLC 25 0.1% Fidelity Management & Research Co. LLC 25 0.1% Equitec Proprietary Markets LLC 22 0.1% Morgan Stanley (Strategic Investments) 20 0.1% Credit Suisse Gestion SGIIC SA 17 0.1% Citadel Securities LLC 15 0.1% Shapiro Capital Management LLC 13 0.1% BNP Paribas Arbitrage SNC 13 0.1% Bank of America, NA (Private Banking) 6 0.0% Top 15 Institutional 1,161 5.8% Other Institutions 10 0.0% Less: Short Interest (4) (0.0%) Total Institutional 1,167 5.8% Units (000's) Ownership % Institutional 5.8% 1. Includes General Partner Interest 13 Turkiye Sise Ve Cam Fabrikalari As 74.0% Summary Units Holder (000's) Ownership % Management and Directors 0.7% Retail 19.6%
$104 $121 $134 $117 $120 $139 $138 $64 $91 $165 2.27 2.31 2.41 2.49 2.46 2.37 2.50 2.02 2.55 2.41 -- 1.0 2.0 3.0 4.0 5.0 6.0 $ -- $25 $50 $75 $100 $125 $150 $175 2013A 2014A 2017A 2018A 2019A 2020A Soda Ash Volume Sold (Million Metric Tons) 2021A 2022A Soda Ash Volume Sold (Million Metric Tons) 2015A 2016A Sisecam Wyoming EBITDA Owns a controlling 51% interest in Sisecam Wyoming, one of the largest and lowest cost producers of natural soda ash in the world Sisecam Wyoming’s Green River Basin facility has been in operation for more than 50 years 2.5 million metric tons per annum (“mtpa”) of soda ash production capacity and over 50 years of trona mining reserves Since 2019, SIRE management has been evaluating a potential new expansion project (the “Unit 8 Expansion”) that could increase production levels to 3.5 million mtpa, 134% of the last five-year average SIRE Situation Analysis Partnership Overview Description Sisecam Wyoming Plant Location and Mine Footprint Known Sodium Leasing Area ($ in millions) Historical and Projected Sisecam Wyoming EBITDA and Volumes Sold Source: Partnership filings 14
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. $ - Source: SIRE management, Association of American Railroads, FactSet, Bloomberg 15 $10,000 $20,000 $30,000 $40,000 Nov-2017 Nov-2018 Nov-2019 Dec-2020 Dec-2021 Jan-2023 Dayrate 2012-2022E Average Annual Change Core CPI: 2.2% All-LF: 2.5%
Natural Gas $21.79 Electricity $3.97 Fixed Utilities $5.13 After transportation, SIRE’s second most significant operating cost is energy SIRE’s primary energy cost is natural gas, as well as electricity and fixed utilities Natural gas cost is primarily driven by power- generation required for mining and trona processing plant equipment SIRE Situation Analysis Energy Costs Energy Cost Overview Historical Energy Cost Trend 2022A Energy Cost per Unit ($ / Metric Ton) 2022A Total Energy Cost per Metric Ton: $30.90 3.45 3.49 4.07 3.78 3.95 $3.36 $3.25 $2. $8.00 -- 1.00 2.00 3.00 4.00 5.00 Consumption (MMBtu/mt) Natural Gas Fixed Utilities Electricity 197 181 154 122 126 $0.035 $0.034 $0.039 $0.033 $0.030 $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 Source: SIRE management 16 $6.48 $6.41 $5.36 $5.13 $8.00 $7.00 $6.00 $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 2018A 2019A 2020A 2021A 2022A Unit Cost ($/mt)
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 $163 $-- $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 17 $67.8 $65.3 $73.6 $76.4 $-- $20.0 $60.0 $40.0 $80.0 $100.0 2018A 2019A 2020A 2021A 2022A
SIRE Situation Analysis SIRE Financial Projections – Assumptions Source: SIRE Financial Projections 18 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 are projected to increase 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 includes an accordion provision to increase the commitment to $475 million subject to certain lender approvals $92.0 million drawn as of December 31, 2022 2.05% interest rate Distribution Coverage / Total Leverage Sisecam Wyoming to maintain a distribution coverage ratio of 1.48x 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
$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 $100 2018A 2019A 2020A 2021A 2022E 2025E 2026E 2027E 2028E Deca Sales 2023E 2024E Metric Tons ('000s) SIRE Situation Analysis Historical and Projected Sales and Deca Breakout Historical and Projected Sales Deca Sales By Year Source: SIRE Financial Projections 19 ($ in millions)
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 20
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 21
25.14 23.72 23.59 21.03 26.25 30.21 26.84 27.45 28.07 28.70 29.34 27.11 27.09 32.41 28.83 32.55 35.25 37.67 41.07 42.30 41.17 42.40 10.50 10.96 9.29 6.01 7.99 8.54 7.92 7.66 7.35 4.02 3.90 4.50 3.23 7.00 4.76 4.86 4.97 5.09 5.20 7.48 7.48 5.32 24.27 22.62 22.29 25.64 28.34 32.98 31.90 30.56 28.18 30.43 31.12 55.59 63.34 41.16 43.42 72.27 70.80 62.29 58.89 57.02 51.47 151.62 146.63 133.24 128.17 70.74 172.87 184.00180.00 174.00170.00170.00167.00 $-- $20 $40 $60 $80 $100 $120 $140 $160 $180 $200 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E 17.1% 15.6% 17.7% 16.4% 15.2% 16.4% 14.9% 15.8% 16.5% 16.9% 17.6% 18.5% 17.9% 24.3% 22.5% 18.8% 19.2% 20.9% 23.6% 24.9% 24.2% 25.4% 7.2% 7.2% 7.0% 4.6% 4.6% 4.4% 4.4% 4.4% 4.4% 2.7% 2.6% 3.4% 4.7% 4.0% 2.6% 2.7% 4.4% 3.0% 3.1% 3.2% 16.6% 14.9% 16.7% 20.0% 16.4% 17.9% 17.7% 2.5% 2.9% 17.6% 16.6% 17.9% 18.6% 37.9% 41.8% 30.9% 33.9% 40.9% 39.3% 39.3% 35.8% 34.6% 33.5% 30.8% --% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E Historical and Projected Margin per Ton Analysis Per SIRE management, Sisecam Wyoming receives a net price plus payment for freight costs incurred with freight treated as a pass- through cost A review of gross margin excluding freight cost reveals that margin compression is primarily driven by increased personnel costs and reduced net price Per the SIRE Financial Projections, gross profit per metric ton is projected to decline from $70.74 to $51.47, or 27.2% Reduced net price represents 8.3% of the 27.2% margin compression from 2022E to 2028E, or a decrease of $172.87 to $167.00 Of the remaining 18.9% of margin compression between 2022E and 2028E, personnel costs are the key driver SIRE Situation Analysis Historical and Projected Margin Trend (Excluding Freight) Gross Profit per Metric Ton ($ / mt) 2022E – 2028E Margin Degradation Gross Profit as % of Net Revenue 37.1% 2018A−2022E Avg. Gross Margin (27.2%) (18.9%) % of Margin Degradation Energy Personnel Royalties Production Taxes 22 Other Gross Profit Source: SIRE management (3.9%) 2.4% 0.9% (13.9%) (4.4%) Net Realized Price: $172.87 to $167.00, or (8.3%) Margin Degradation
SIRE Situation Analysis Natural Gas Consumption and Realized Price 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 $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 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 23
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 24
45.9 30.3 7.4 43.3 53.1 48.8 41.6 37.7 39.3 32.8 44.1 29.2 20.6 41.6 51.0 46.9 40.0 36.2 37.8 31.5 $90.0 $59.5 $14.5 7.1 21.4 $42.0 $85.0 $104.0 $95.8 $81.5 $74.0 $77.1 $64.2 $-- $25 $50 $75 $100 $125 $150 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E Distributions to SIRE Distributions to NRP SIRE Situation Analysis Summary of the SIRE Financial Projections Sales Volumes and Net Realized Pricing Sales Volumes Net Realized Pricing Sisecam Wyoming Distributed Cash Flow Net Debt / EBITDA ($ in millions, except per mt amounts) 1.37x 1.94x 2.75x 1.10x 1.10x 1.10x Sisecam Wyoming Distribution Coverage 1.49x 1.48x 1.25x 1.25x 1.10x 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 $250 -- 0.50 1.00 1.50 2.00 2.50 3.00 '20A '21A '22E ($ per metric ton) (mtpa in millions) '18A '19A Domestic Export '23E '24E '25E '26E '27E '28E Average Domestic Export Sisecam Wyoming Adjusted EBITDA 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 $-- $25 $50 $75 $100 $125 $150 $175 $200 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E SIRE's Share (51%) NRP's Share (49%) 0.6x 0.8x 2.0x 1.3x 0.7x 0.6x 0.3x 0.3x 0.2x 0.2x 0.2x --x 0.5x 1.0x 1.5x 2.0x 2.5x 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E 2027E 2028E Net Debt / EBITDA Source: SIRE Financial Projections 25
SIRE Situation Analysis Source: SIRE Financial Projections 26 SIRE Financial Projections – Sisecam Wyoming EBITDA 2023E 2024E 2025E 2026E 2027E 2028E Domestic Sales Volumes (mt) 1.26 1.19 1.11 1.11 1.19 1.19 Export Sales Volumes (mt) 1.26 1.19 1.11 1.11 1.19 1.19 Sales Volumes (mt) 2.52 2.37 2.22 2.22 2.37 2.37 Volume Growth (%) (0.1%) (5.8%) (6.4%) --% 6.8% --% Domestic Gross Revenue $344.1 $330.4 $310.7 $314.5 $339.9 $344.2 Export Gross Revenue 440.9 407.7 374.4 369.5 398.9 396.2 Gross Revenue $784.9 $738.0 $685.2 $683.9 $738.8 $740.3 Domestic Freight ($132.7) ($128.8) ($124.2) ($127.9) ($140.7) ($145.0) Export Freight (189.3) (182.4) (174.6) (178.5) (195.0) (199.3) Freight Costs ($321.9) ($311.2) ($298.8) ($306.5) ($335.7) ($344.3) Domestic Net Revenue $211.4 $201.6 $186.5 $186.5 $199.2 $199.2 Export Net Revenue 251.6 225.3 199.8 191.0 203.9 196.8 Net Revenue $463.0 $426.9 $386.4 $377.5 $403.1 $396.0 Average Net Realized Price $184.00 $180.00 $174.00 $170.00 $170.00 $167.00 Energy Costs (76.0) (63.7) (60.9) (62.3) (68.1) (69.6) Personnel Costs (88.7) (89.3) (91.2) (93.9) (97.6) (100.6) Royalties (21.5) (18.8) (17.0) (16.6) (17.7) (17.4) Severance & Ad Valorem Taxes (12.0) (11.5) (11.0) (11.3) (12.3) (12.6) Other (83.0) (75.6) (67.9) (62.6) (72.2) (73.8) Cost of Goods Sold ($281.2) ($259.0) ($248.0) ($246.7) ($267.9) ($274.0) Gross Profit $181.8 $167.9 $138.3 $130.8 $135.2 $122.1 Gross Margin (% of Net Revenue) 39.3% 39.3% 35.8% 34.6% 33.5% 30.8% Operating Expenses (23.8) (20.4) (20.9) (21.4) (21.9) (22.3) Sisecam Wyoming EBITDA $158.0 $147.5 $117.4 $109.4 $113.4 $99.7 EBITDA Margin (% of Net Revenue) 34.1% 34.5% 30.4% 29.0% 28.1% 25.2% For the Years Ending December 31, ($ in millions)
SIRE Situation Analysis Source: SIRE Financial Projections 27 SIRE Financial Projections – Sisecam Wyoming Cash Flow Summary ($ in millions) Sisecam Wyoming Distributable Cash Flow Sisecam Wyoming EBITDA $158.0 $147.5 $117.4 $109.4 $113.4 $99.7 Less: Cash Interest Expense (2.4) (1.6) (1.0) (0.7) (0.6) (0.5) Less: Maintenance Capital Expenditures (25.6) (26.1) (26.7) (27.3) (27.9) (28.6) Distributable Cash Flow $130.0 $119.7 $89.7 $81.4 $84.8 $70.7 Sisecam Wyoming Distributed Cash Flow Distributions to SIRE (51.0%) $53.1 $48.8 $41.6 $37.7 $39.3 $32.8 Distributions to NRP (49.0%) 51.0 46.9 40.0 36.2 37.8 31.5 Distributed Cash Flow $104.0 $95.8 $81.5 $74.0 $77.1 $64.2 Distributable Cash Flow Surplus / (Shortfall) $26.0 $23.9 $8.2 $7.4 $7.7 $6.4 Sisecam Wyoming Coverage Ratio 1.25x 1.25x 1.10x 1.10x 1.10x 1.10x For the Years Ending December 31, 2023E 2024E 2025E 2026E 2027E 2028E
SIRE Situation Analysis Source: SIRE Financial Projections 28 SIRE Financial Projections – Sisecam Wyoming Sources and Uses ($ in millions) Sources Distributable Cash Flow Surplus / (Shortfall) $26.0 $23.9 $8.2 $7.4 $7.7 $6.4 Increase / (Decrease) in Net Working Capital 0.4 15.7 8.2 0.8 (9.8) (1.0) Cash from Revolver / (Cash to Revolver) -- -- -- 1.3 5.6 -- Total Sources $26.4 $39.7 $16.3 $9.5 $3.5 $5.4 Uses Growth Capital Expenditures $-- $-- $-- $-- $-- $-- Mandatory Debt Paydown 8.8 9.1 9.3 9.5 3.5 4.7 Discretionary Debt Paydown 33.8 30.6 7.1 -- -- 0.7 Cash to (from) Balance Sheet (16.3) -- -- -- -- -- Other -- -- -- -- -- -- Total Uses $26.4 $39.7 $16.3 $9.5 $3.5 $5.4 Capital Structure Total Debt $94.3 $54.7 $38.3 $30.2 $32.3 $26.9 Less: Cash (5.0) (5.0) (5.0) (5.0) (5.0) (5.0) Net Debt $89.3 $49.7 $33.3 $25.2 $27.3 $21.9 Net Debt / Adjusted EBITDA 0.6x 0.3x 0.3x 0.2x 0.2x 0.2x For the Years Ending December 31, 2023E 2024E 2025E 2026E 2027E 2028E
SIRE Situation Analysis Source: SIRE Financial Projections 29 SIRE Financial Projections – SIRE Cash Flow Summary ($ in millions, except per unit amounts) 2023E 2024E 2025E 2026E 2027E 2028E Consolidated EBITDA Sisecam Wyoming EBITDA $158.0 $147.5 $117.4 $109.4 $113.4 $99.7 Less: SIRE G&A (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) SIRE Consolidated EBITDA $154.0 $143.5 $113.4 $105.4 $109.4 $95.7 EBITDA Attributable to SIRE SIRE'S 51% Share of Sisecam Wyoming EBITDA $80.6 $75.2 $59.9 $55.8 $57.8 $50.9 Less: SIRE G&A (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) EBITDA Attributable to SIRE $76.6 $71.2 $55.9 $51.8 $53.8 $46.9 SIRE Distributable Cash Flow Distributions from Sisecam Wyoming $53.1 $48.8 $41.6 $37.7 $39.3 $32.8 Less: SIRE G&A (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) Distributable Cash Flow $49.1 $44.8 $37.6 $33.7 $35.3 $28.8 Distributed Cash Flow Sisecam Chemicals $35.1 $32.3 $27.1 $24.3 $25.5 $20.7 Public 12.7 11.7 9.8 8.8 9.2 7.5 General Partner 1.3 0.9 0.7 0.7 0.7 0.6 Distributed Cash Flow $49.1 $44.8 $37.6 $33.7 $35.3 $28.8 Unit Ownership Sisecam Chemicals 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 General Partner 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 Distributable Cash Flow per LP Unit $2.41 $2.22 $1.86 $1.67 $1.75 $1.42 Distribution per LP Unit 2.41 2.22 1.86 1.67 1.75 1.42 Distributable Cash Flow Surplus / (Shortfall) $-- $-- $-- $-- $-- $--
IV. Preliminary Valuation of SIRE Common Units
Preliminary Valuation of SIRE Common Units Sensitivity Case – Assumptions Source: SIRE Financial Projections, SIRE management 30 Net Realized Pricing Domestic and export net pricing reflects IHS netback forecasts less $26.00 and $39.00 per metric ton, respectively, from 2022E to 2028E Discounts informed by the 2018A−2020A average difference between IHS pricing and SIRE realized pricing Soda Ash Volumes Same as SIRE Financial Projections Operating Costs Non-freight operating costs as a percentage of net revenue are assumed to be: Consistent with SIRE Financial Projections as a percentage of net revenue for 2023E and 2024E; resulting in gross margins of 39.3% in each year Gross Margin adjusted to 37.1% in 2025E and thereafter, in line with the five-year trailing average gross margin through 2022E Capital Expenditures Same as SIRE Financial Projections Debt Same as SIRE Financial Projections
COVID-19 Impacted $50 $75 $100 $125 $150 $200 $175 $225 2012A 2013A 2014A 2019A 2020A 2021A COVID-19 Impacted $50 $75 $100 $125 $175 $150 $200 $225 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A 2021A Exports SIRE Net Realized Price Differential to IHS Preliminary Valuation of SIRE Common Units Historical Net Realized Pricing Trends – SIRE vs. IHS Historical and Projected Soda Ash Pricing Trends – Domestic Sales vs. Exports ($ per metric ton) Source: SIRE management, IHS Note: SIRE netback pricing for domestic sales and exports is expressed as the gross realized price less the freight cost per metric ton sold, respectively, by sales channel SIRE Export, Net pricing based on the weighted average of ANSAC and Direct Export net realized pricing. ANSAC and direct export accounted for 97.6% and 2.4% of export volumes in 2020A and 52.1% and 47.9% of export volumes in 2021A, respectively Calculated as $115.94 ANSAC Export price less $158.72 IHS Export price Calculated as $107.49 Direct Export price less $158.72 IHS Export price Domestic Sales $20.27 $11.17 $4.80 SIRE Net Realized Price Differential to IHS ($3.09) ($11.74) ($17.91) ($22.62) 2015A 2016A 2017A 2018A ($19.01) ($35.99) ($42.58) ($29.65) ($31.16) ($35.00) ($42.78) ($37.70) Per SIRE management guidance, the appropriate differential vs. IHS is the 3-year average from 2018A to 2020A, which is ($26) for domestic sales and, assuming a 2020A export differential based only on realized direct export pricing, ($39) for exports Legend SIRE Domestic, Net IHS Domestic, Net Domestic Net Price Legend SIRE Export, Net1 IHS Export, Net Based on ANSAC Based on Direct Export ($51.23) ($26.41) ($32.88) ($29.02) ($32.00) ($25.26) 2 31 3
34.6% 33.5% 30.8% 39.3% 39.3% 39.3% 39.3% 35.8% 37.1% 37.1% 37.1% 37.1% 2023E 2024E 2025E 2026E 2027E 2028E $2.41 $2.22 $1.86 $1.67 $1.75 $1.42 $2.76 $2.87 $2.91 $2.94 $2.55 $2.48 2023E 2024E 2025E 2026E 2027E 2028E $76.6 $71.2 $55.9 $51.8 $53.8 $46.9 $87.7 $90.9 $82.4 $83.4 $72.3 $70.6 2023E 2024E 2025E 2026E 2027E 2028E Preliminary Valuation of SIRE Common Units SIRE Financial Projections vs. Sensitivity Case SIRE Financial Projections Sensitivity Case EBITDA Attributable to SIRE DCF / LP Unit % Gross Margin ($ in millions, except per unit amounts) 32 Source: SIRE Financial Projections, SIRE management
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 WACC discount rates and terminal values to derive valuation ranges for the SIRE Common Units Cash flows were discounted using 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 effective date of December 31, 2022 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 2025E and 37.0% thereafter For the terminal value, tax depreciation assumed to equal maintenance capital expenditures EBITDA exit multiple of 5.5x 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 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 effective date of December 31, 2022 Terminal yield range of 8.0% to 12.0% Cost of equity of 8.5% to 10.5% based on CAPM Premiums Paid Analysis Implied value of SIRE Common Units based on historical premiums paid in selected relevant cash midstream mergers Selected premiums paid range applied to 1-day prior spot price and 30-day VWAP 33 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
Discounted Cash Flow Analysis Peer Group Trading Analysis Precedent M&A Transactions Analysis EBITDA Exit Multiple Perpetuity Growth 2023E EBITDA 2024E EBITDA 2023E EBITDA EBITDA Exit Multiple: 5.5x - 8.0x Perpetuity Growth Rate: 0.5% - 1.5% 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 8.0% - 9.0% Terminal Yield of: 8.0% - 12.0% Equity Cost of Capital of: 8.5% - 10.5% 1-Day Spot Premium 20.0% - 35.0% 30-Day VWAP Premium 20.0%-30.0% Premiums Paid Analysis Discounted Distributions Analysis $15.09 $23.64 $14.15 $24.10 $16.04 $18.79 $12.94 $17.34 $19.83 $23.13 $15.29 $23.84 $19.77 $30.59 $17.19 $29.45 $25.52 $29.64 $21.75 $28.60 $29.32 $33.98 $20.08 $32.12 $-- $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $50.00 $45.00 $40.00 $21.44 $24.23 Preliminary Valuation of SIRE Common Units Consideration: $25.00 SIRE Financial Projections vs. Sensitivity Case FOR REFERENCE ONLY SIRE Financial Projections Sensitivity Case 34
A. Preliminary Valuation Detail – SIRE Financial Projections
Source: SIRE Financial Projections 51% of Sisecam Wyoming EBITDA less $4.0 million SIRE G&A 2023E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 80.0% bonus depreciation on 2023E capital expenditures; bonus depreciation phase-down on capital expenditures in 2024E (60.0%), 2025E (40.0%) and 2026E (20.0%) Assumes unitholder tax rate of 29.6% from 2023E to 2025E and 37.0% thereafter Includes 2.0% general partner interest, economically equivalent to 399,000 LP Units at current quarterly distribution Sisecam Wyoming EBITDA $158.0 $147.5 $117.4 $109.4 $113.4 $99.7 $46.9 1 $99.7 Less: Tax Depreciation and Amortization2 (413.9) (52.9) (45.0) (41.2) (39.5) (39.9) (28.6) EBIT ($255.8) $94.5 $72.4 $68.2 $73.8 $59.8 $71.1 Less: Cash Taxes3 -- (5.6) (4.3) (5.0) (5.5) (18.9) (26.3) EBIAT ($255.8) $89.0 $68.1 $63.1 $68.4 $40.9 $44.8 Plus: Tax Depreciation and Amortization 413.9 52.9 45.0 41.2 39.5 39.9 28.6 Less: Capital Expenditures (25.6) (26.1) (26.7) (27.3) (27.9) (28.6) (28.6) Less: Changes in NWC 0.4 15.7 8.2 0.8 (9.8) (1.0) - Sisecam Wyoming Unlevered Free Cash Flow $132.8 $131.4 $94.6 $77.8 $70.1 $51.2 $44.8 SIRE Interest in Sisecam Wyoming 51.0% 51.0% 51.0% 51.0% 51.0% 51.0% 51.0% SIRE Share of Sisecam Wyoming Unlevered Free Cash Flow $67.7 $67.0 $48.2 $39.7 $35.8 $26.1 $22.9 Less: SIRE G&A (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) SIRE Unlevered Free Cash Flow $63.7 $63.0 $44.2 $35.7 $31.8 $22.1 $18.9 EBITDA Multiple / Perpetuity Growth Rate 6.8x 1.0% Implied Terminal Value $316.3 − $254.0 Present Value of Terminal Value @ 8.5% Discount Rate Plus: Present Value of Unlevered Free Cash Flow @ 8.5% Discount Rate 193.9 − 216.0 155.7 Implied Enterprise Value $409.8 − $371.6 Less: Net Debt as of December 31, 2022 (SIRE's 51% Share) (59.0) Implied Equity Value $350.8 − $312.6 SIRE LP Units Outstanding4 20.2 Implied SIRE LP Unit Value $17.37 − $15.48 For the Years Ending December 31, Exit Perpetuity 2023E 2024E 2025E 2026E 2027E 2028E Multiple Growth Discounted Cash Flow Analysis Preliminary Valuation Detail – SIRE Financial Projections Terminal Exit Multiple Perpetuity Growth Rate WACC Unit Price 4.25x 5.50x 6.75x 8.00x 9.25x WACC --% 0.5% 1.0% 1.5% 2.0% 7.5% $14.31 $16.31 $18.31 $20.26 $22.14 7.5% $16.15 $16.81 $17.57 $18.46 $19.46 Sensitivity 8.0% 13.93 15.89 17.83 19.77 21.64 8.0% 15.24 15.81 16.45 17.19 18.06 Analysis 8.5% 13.58 15.48 17.37 19.26 21.14 8.5% 14.44 14.93 15.48 16.11 16.83 9.0% 13.24 15.09 16.93 18.76 20.60 9.0% 13.72 14.15 14.62 15.16 15.77 9.5% 12.92 14.71 16.50 18.29 20.07 9.5% 13.07 13.44 13.86 14.32 14.85 ($ in millions, except per unit amounts)
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 % of 52-Week Partnership / Corporation Price 1/30/23 High Equity Value ($ in millions, except per share/unit amounts) Enterprise EV / EBITDA Net Debt / Soda Ash Value 2022E 2023E 2024E 2023E EBITDA % Revenue 1. As of January 30, 2023 36 Chemical Companies with Soda Ash Operations Ciech SA $10.93 96.3% $576 $898 4.6x 5.1x 4.8x 1.6x 40.9% Genesis Energy, L.P. 11.14 82.9% 1,366 5,982 8.5 7.9 7.4 4.8 30.3% Solvay SA 115.28 90.0% 11,892 14,635 4.2 5.1 4.9 0.8 15.4% Tata Chemicals Limited 11.72 77.7% 2,985 3,814 9.2 8.4 8.1 1.7 52.4% Türkiye Sise ve Cam Fabrikalari A.S. 2.15 86.4% 6,376 8,430 7.3 6.1 5.2 1.1 30.0% Mean 6.8x 6.5x 6.1x 2.0x 33.8% Median 7.3 6.1 5.2 1.6 30.3% Other MLPs Alliance Resource Partners, L.P. $22.54 81.6% $2,949 $3,108 3.4x 2.8x 2.4x 0.2x --% Natural Resource Partners L.P. 52.99 96.4% 728 1,490 NM NM NM NM 14.7% Mean 3.4x 2.8x 2.4x 0.2x 7.3% Median 3.4 2.8 2.4 0.2 7.3% 1
Preliminary Valuation Detail – SIRE Financial Projections Peer Group Trading Analysis (cont’d) ($ in millions, except per unit amounts) 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) (59.0) Implied SIRE Equity Value SIRE LP Units Outstanding1 $324.0 – 20.2 $515.5 Implied SIRE Unit Price Range - 2023E Adjusted EBITDA $16.04 – $25.52 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) (59.0) Implied SIRE Equity Value SIRE LP Units Outstanding1 $261.4 – 20.2 $439.4 Implied SIRE Unit Price Range - 2024E Adjusted EBITDA $12.94 – $21.75 Source: SIRE Financial Projections 1. Includes 2.0% general partner interest, economically equivalent to 399,000 LP Units at current quarterly distribution 37
Date Transaction Transaction Announced Acquiror / Target (Seller) Value Value / EBITDA 05/2022 Solvay SA / Remaining 20% interest in Solvay Soda Ash Joint Venture (AGC) $120.0 5.3x 12/2021 Sisecam Chemicals USA Inc. / 60% stake in Ciner Resources Corporation (Ciner Enterprises) 300.0 9.7 12/2019 Valley Holdings Inc. (Tata Chemials) / Remaining 25% in Tata Chemicals (Soda Ash) Partners Holdings (The Andover Group, Inc.) 195.0 7.7 08/2017 Genesis Energy, L.P. / 100% of Tronox's Alkali Business, including trona mining, production and marketing assets (Tronox Limited) 1,325.0 8.0 07/2015 Park Holding A.S. (Ciner Group) / 73% LP interest, 2% GP interest and related IDRs in OCI Resources LP (OCI Company Ltd.) 429.0 9.5 02/2015 Tronox US Holdings Inc. / FMC's Alkali Chemicals business (FMC Corporation) 1,640.0 9.0 10/2014 FMC Corporation / Remaining 6.25% minority interest in FMC Wyoming Corp. (Sumitomo) 95.7 8.4 03/2013 FMC Corporation / Additional 6.25% minority interest in FMC Wyoming Corp. (Nippon Sheet Glass) 80.0 NA 01/2013 Natural Resource Partners LP / 48.51% stake in OCI Wyoming L.P., 20% interest in OCI Wyoming Co. (Anadarko) 310.0 9.0 01/2008 Tata Chemicals Ltd. / General Chemical Industrial Products Inc. 1,005.0 NA Min 5.3x Mean 8.3 Median 8.7 Max 9.7 Precedent M&A Transaction Analysis – SIRE Financial Projections SIRE Share of 2023E EBITDA (Post - SIRE G&A) $76.6 Relevant EBITDA Multiple 6.0x – 8.5x Implied Enterprise Value Based on 2023E Adjusted EBITDA $459.6 – $651.1 Less: Net Debt as of December 31, 2022 (SIRE's 51% Share) (59.0) Implied Equity Value $400.6 – $592.1 SIRE LP Units Outstanding2 20.2 Implied SIRE Unit Price Range - 2023E Adjusted EBITDA $19.83 – $29.32 Source: Public filings, Wall Street research, SIRE Financial Projections 1. No transaction is directly comparable to the Transaction Precedent Green River Basin Soda Ash Transactions1 2. Includes 2.0% general partner interest, economically equivalent to 399,000 LP Units at current quarterly distribution 38 Preliminary Valuation Detail – SIRE Financial Projections Precedent M&A Transactions Analysis ($ in millions, except per unit amounts)
Preliminary Valuation Detail – SIRE Financial Projections Discounted Distributions Analysis SIRE Distribution per LP Unit (Cash, As Paid)1 $2.41 $2.22 $1.86 $1.67 $1.75 $1.42 $1.42 – $1.42 Terminal Yield2 12.0% 8.0% Terminal Value $11.87 $17.80 Equity Cost of Capital Based on CAPM Present Value @ 7.5% Cost of Equity $17.07 – $20.92 Present Value @ 8.5% Cost of Equity 16.45 – 20.08 Present Value @ 9.5% Cost of Equity 15.85 – 19.29 Present Value @ 10.5% Cost of Equity 15.29 – 18.55 Present Value @ 11.5% Cost of Equity 14.76 – 17.84 Implied SIRE Unit Value – Based on CAPM $15.29 – $20.08 For the Years Ending December 31, 2023E 2024E 2025E 2026E 2027E 2028E Terminal Value Low High Source: FactSet, SIRE Financial Projections 1. Values LP units based on LP unit distributions and does not consider GP distributions 2. Based on SIRE’s 52-week yield range of 6.1% to 14.1% with a median of 10.3% and mean of 10.1% as of July 5, 2022 39
Premiums Paid Analysis Premiu 1 m Date Announced Acquiror / Target Consideration 1-Day Prior Spot 30-Day VWAP 01/06/23 Phillips 66 / DCP Midstream, LP Cash-for-Unit 20.1% 28.5% 07/28/22 PBF Energy Inc. / PBF Logistics LP2 Cash/Stock-for-Unit 32.8% 12.5% 07/25/22 Shell USA, Inc. / Shell Midstream Partners, L.P. Cash-for-Unit 23.0% 24.7% 06/02/22 Hartree Partners, LP / Sprague Resources LP Cash-for-Unit 25.2% 24.1% 05/25/22 Höegh LNG Holdings Ltd / Höegh LNG Partners LP Cash-for-Unit 35.0% 39.4% 05/16/22 Diamondback Energy / Rattler Midstream LP Stock-for-Unit 17.3% 8.7% 04/22/22 Ergon, Inc. / Blueknight Energy Partners, L.P. Cash-for-Unit 40.9% 40.7% 12/20/21 BP p.l.c / BP Midstream Partners LP Stock-for-Unit 10.8% 3.0% 10/27/21 Phillips 66 / Phillips 66 Partners LP Stock-for-Unit 4.8% 10.6% 10/04/21 Stonepeak Infrastructure Partners / Teekay LNG Partners LP Cash-for-Unit 8.3% 7.6% 08/23/21 Landmark Dividend / Landmark Infrastructure Partners LP Cash-for-Unit 38.4% 35.6% 03/05/21 Chevron Corporation / Noble Midstream Partners LP Stock-for-Unit 16.7% 23.5% 12/15/20 TC Energy Corporation / TC PipeLines, LP Stock-for-Unit 19.5% 10.0% 07/27/20 CNX Resources Corporation / CNX Midstream Partners Stock-for-Unit 28.1% 16.1% 02/27/20 Equitrans Midstream Corporation / EQM Midstream Partners, LP Stock-for-Unit (1.5%) (11.2%) 12/17/19 Blackstone Infrastructure Partners / Tallgrass Energy LP Cash-for-Unit 56.4% 22.7% 10/01/19 Brookfield Business Partners L.P. / Teekay Offshore Partners L.P. Cash-for-Unit 28.1% 9.8% 05/10/19 IFM Investors / Buckeye Partners, L.P. Cash-for-Unit 27.5% 22.9% 05/08/19 MPLX LP / Andeavor (Marathon Petroleum Corporation; Andeavor Logistics LP) Unit-for-Unit 1.8% 0.5% 04/02/19 UGI Corporation / AmeriGas Partners, L.P. Cash/Stock-for-Unit 13.5% 22.2% 03/18/19 ArcLight Energy Partners Fund V, L.P. / American Midstream, LP Cash-for-Unit 31.2% 32.0% 02/05/19 SunCoke Energy, Inc. / SunCoke Energy Partners, L.P. Stock-for-Unit 9.3% 31.2% Preliminary Valuation Detail – SIRE Financial Projections For Reference Only Source: Bloomberg, FactSet, Public filings Note: No transaction is directly comparable to the Transaction 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-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement Based on the closing unit price of $13.35 on June 23, 2022, the last unaffected closing price before public disclosure of the board of directors of PBF Energy Inc.'s adoption of resolutions authorizing certain officers of PBF Min (1.5%) (11.2%) All Median 21.6% 22.4% Transactions Mean 22.1% 18.9% Max 56.4% 40.7% Min 8.3% 7.6% Cash-for-Unit Median Mean 28.1% 30.4% 24.7% 26.2% Max 56.4% 40.7% Energy Inc. to communicate, discuss and negotiate the terms of a potential business transaction with the conflicts committee of the board of directors of PBF Logistics LP's general partner 40
Preliminary Valuation Detail – SIRE Financial Projections Premiums Paid Analysis (cont’d) Summary Results – Cash-for-Unit Transactions For Reference Only Source: FactSet 41 1-Day Prior Spot Unit Price as of July 5, 2022 1-Day Prior Spot Price Premium 20.0% $17.95 35.0% Implied Purchase Pirce based on 1-Day Prior Spot Price Premium $21.54 − $24.23 30-Day VWAP as of July 5, 2022 30-Day VWAP Premium 20.0% $17.87 30.0% Implied Purchase Pirce based on 30-Day VWAP Premium $21.44 − $23.23 Implied Purchase Price Range $21.44 − $24.23
B. Financial Projections and Preliminary Valuation Detail – Sensitivity Case
Financial Projections and Preliminary Valuation Detail – Sensitivity Case Sisecam Wyoming EBITDA – Sensitivity Case Domestic Sales Volumes (mt) 1.26 1.19 1.11 1.11 1.19 1.19 Export Sales Volumes (mt) 1.26 1.19 1.11 1.11 1.19 1.19 Sales Volumes (mt) 2.52 2.37 2.22 2.22 2.37 2.37 Volume Growth (%) (0.1%) (5.8%) (6.4%) --% 6.8% --% Domestic Gross Revenue $361.7 $344.6 $369.6 $391.1 $355.1 $363.7 Export Gross Revenue 478.6 491.9 442.2 435.0 442.8 435.3 Gross Revenue $840.3 $836.4 $811.7 $826.1 $797.9 $799.0 Domestic Freight ($132.7) ($128.8) ($124.2) ($127.9) ($140.7) ($145.0) Export Freight (189.3) (182.4) (174.6) (178.5) (195.0) (199.3) Freight Costs ($321.9) ($311.2) ($298.8) ($306.5) ($335.7) ($344.3) Domestic Net Revenue $229.0 $215.8 $245.4 $263.1 $214.4 $218.8 Export Net Revenue 289.4 309.5 267.6 256.5 247.8 236.0 Net Revenue $518.4 $525.3 $512.9 $519.6 $462.2 $454.7 Average Net Realized Price $206.00 $221.50 $231.00 $234.00 $194.90 $191.75 Energy Costs (85.1) (78.3) (82.1) (83.1) (73.9) (72.8) Personnel Costs (99.3) (109.9) (118.0) (119.5) (106.3) (104.6) Royalties (24.1) (23.1) (22.6) (22.9) (20.3) (20.0) Severance & Ad Valorem Taxes (13.4) (14.2) (15.5) (15.7) (14.0) (13.7) Other (92.9) (93.1) (84.5) (85.6) (76.2) (74.9) Cost of Goods Sold ($314.8) ($318.7) ($322.6) ($326.8) ($290.7) ($286.0) Gross Profit $203.6 $206.6 $190.3 $192.8 $171.5 $168.7 Gross Margin (% of Net Revenue) 39.3% 39.3% 37.1% 37.1% 37.1% 37.1% Operating Expenses (23.8) (20.4) (20.9) (21.4) (21.9) (22.3) Sisecam Wyoming EBITDA $179.8 $186.2 $169.4 $171.4 $149.6 $146.4 EBITDA Margin (% of Net Revenue) 34.7% 35.4% 33.0% 33.0% 32.4% 32.2% 2023E 2024E For the Years Ending December 31, 2025E 2026E 2027E 2028E ($ in millions) SIRE Financial Projections, SIRE management 42
Financial Projections and Preliminary Valuation Detail – Sensitivity Case SIRE Financial Projections, SIRE management 43 Sisecam Wyoming Cash Flow Summary – Sensitivity Case For the Years Ending December 31, 2023E 2024E 2025E 2026E 2027E 2028E Sisecam Wyoming Distributable Cash Flow Sisecam Wyoming EBITDA $179.8 $186.2 $169.4 $171.4 $149.6 $146.4 Less: Cash Interest Expense (2.4) (1.4) (0.7) (0.3) (0.1) 0.1 Less: Maintenance Capital Expenditures (25.6) (26.1) (26.7) (27.3) (27.9) (28.6) Distributable Cash Flow $151.8 $158.6 $142.0 $143.8 $121.6 $117.9 Sisecam Wyoming Distributed Cash Flow Distributions to SIRE (51.0%) $61.9 $64.7 $65.8 $66.7 $56.4 $54.6 Distributions to NRP (49.0%) 59.5 62.2 63.2 64.1 54.2 52.5 Distributed Cash Flow $121.5 $126.9 $129.1 $130.7 $110.5 $107.2 Distributable Cash Flow Surplus / (Shortfall) $30.4 $31.7 $12.9 $13.1 $11.1 $10.7 Sisecam Wyoming Coverage Ratio 1.25x 1.25x 1.10x 1.10x 1.10x 1.10x ($ in millions)
Financial Projections and Preliminary Valuation Detail – Sensitivity Case SIRE Financial Projections, SIRE management 44 Sisecam Wyoming Sources and Uses – Sensitivity Case 2023E 2024E 2025E 2026E 2027E 2028E Sources Distributable Cash Flow Surplus / (Shortfall) $30.4 $31.7 $12.9 $13.1 $11.1 $10.7 Increase / (Decrease) in Net Working Capital 0.4 15.7 8.2 0.8 (9.8) (1.0) Cash from Revolver / (Cash to Revolver) -- -- -- -- 1.7 -- Total Sources $30.7 $47.4 $21.1 $13.8 $2.9 $9.7 Uses Growth Capital Expenditures $-- $-- $-- $-- $-- $-- Mandatory Debt Paydown 8.8 9.1 9.3 9.5 3.5 4.7 Discretionary Debt Paydown 38.2 38.4 11.8 3.7 -- 1.7 Cash to (from) Balance Sheet (16.3) -- -- 0.6 (0.6) 3.4 Other -- -- -- -- -- -- Total Uses $30.7 $47.4 $21.1 $13.8 $2.9 $9.7 Capital Structure Total Debt $90.0 $42.5 $21.5 $8.3 $6.4 $0.0 Less: Cash (5.0) (5.0) (5.0) (5.6) (5.0) (8.4) Net Debt $85.0 $37.5 $16.5 $2.6 $1.4 ($8.3) Net Debt / Adjusted EBITDA 0.5x 0.2x 0.1x 0.0x 0.0x (0.1x) For the Years Ending December 31, ($ in millions)
Financial Projections and Preliminary Valuation Detail – Sensitivity Case SIRE Financial Projections, SIRE management 45 SIRE Cash Flow Summary – Sensitivity Case 2023E 2024E 2025E 2026E 2027E 2028E Consolidated EBITDA Sisecam Wyoming EBITDA $179.8 $186.2 $169.4 $171.4 $149.6 $146.4 Less: SIRE G&A (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) SIRE Consolidated EBITDA $175.8 $182.2 $165.4 $167.4 $145.6 $142.4 EBITDA Attributable to SIRE SIRE'S 51% Share of Sisecam Wyoming EBITDA $91.7 $94.9 $86.4 $87.4 $76.3 $74.6 Less: SIRE G&A (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) EBITDA Attributable to SIRE $87.7 $90.9 $82.4 $83.4 $72.3 $70.6 SIRE Distributable Cash Flow Distributions from Sisecam Wyoming $61.9 $64.7 $65.8 $66.7 $56.4 $54.6 Less: SIRE G&A (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) Distributable Cash Flow $57.9 $60.7 $61.8 $62.7 $52.4 $50.6 Distributed Cash Flow Sisecam Chemicals $40.2 $41.7 $42.3 $42.8 $37.1 $36.1 Public 14.5 15.0 15.3 15.4 13.4 13.0 General Partner 3.3 4.0 4.3 4.5 1.9 1.5 Distributed Cash Flow $57.9 $60.7 $61.8 $62.7 $52.4 $50.6 Unit Ownership Sisecam Chemicals 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 General Partner 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 Distributable Cash Flow per LP Unit $2.76 $2.87 $2.91 $2.94 $2.55 $2.48 Distribution per LP Unit 2.76 2.87 2.91 2.94 2.55 2.48 Distributable Cash Flow Surplus / (Shortfall) $-- $-- $-- $-- $-- $-- ($ in millions, except per unit amounts) For the Years Ending December 31,
4.25x 5.50x 6.75x 8.00x 9.25x --% 0.5% 1.0% 1.5% 2.0% $25.57 $28.44 $31.27 $28.73 $30.01 $31.51 24.89 24.25 23.64 27.82 27.10 26.41 30.59 29.92 29.17 27.02 25.47 24.10 28.18 26.46 24.95 29.45 27.58 25.91 7.5% 8.0% 8.5% 9.0% 9.5% $22.55 21.96 21.40 20.87 20.36 23.06 25.75 28.44 $34.11 33.34 32.60 31.88 31.12 7.5% 8.0% 8.5% 9.0% 9.5% $27.61 26.01 24.60 23.34 22.21 22.87 23.61 24.44 $33.28 30.91 28.88 27.01 25.38 WACC WACC Sisecam Wyoming EBITDA $179.8 $186.2 $169.4 $171.4 $149.6 $146.4 $70.61 $146.4 Less: Tax Depreciation and Amortization2 (608.4) (58.0) (51.4) (48.9) (47.1) (50.5) (28.6) EBIT ($428.6) $128.2 $117.9 $122.5 $102.5 $95.9 $117.8 Less: Cash Taxes3 -- (7.6) (7.0) (9.1) (7.6) (16.3) (43.6) EBIAT ($428.6) $120.6 $111.0 $113.4 $94.9 $79.6 $74.2 Plus: Tax Depreciation and Amortization 608.4 58.0 51.4 48.9 47.1 50.5 28.6 Less: Capital Expenditures (25.6) (26.1) (26.7) (27.3) (27.9) (28.6) (28.6) Less: Changes in NWC 0.4 15.7 8.2 0.8 (9.8) (1.0) - Sisecam Wyoming Unlevered Free Cash Flow $154.6 $168.2 $143.9 $135.8 $104.3 $100.5 $74.2 SIRE Interest in Sisecam Wyoming 51.0% 51.0% 51.0% 51.0% 51.0% 51.0% 51.0% SIRE Share of Sisecam Wyoming Unlevered Free Cash Flow $78.8 $85.8 $73.4 $69.2 $53.2 $51.2 $37.8 Less: SIRE G&A (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) (4.0) SIRE Unlevered Free Cash Flow $74.8 $81.8 $69.4 $65.2 $49.2 $47.2 $33.8 EBITDA Multiple / Perpetuity Growth Rate 6.8x 1.0% Implied Terminal Value $476.8 − $455.8 Present Value of Terminal Value @ 8.5% Discount Rate Plus: Present Value of Unlevered Free Cash Flow @ 8.5% Discount Rate 292.3 − 314.0 279.4 Implied Enterprise Value $606.3 − $593.4 Less: Net Debt as of December 31, 2022 (SIRE's 51% Share) (59.0) Implied Equity Value $547.3 − $534.4 SIRE LP Units Outstanding4 20.2 Implied SIRE LP Unit Value $27.10 − $26.46 Terminal Exit Multiple Perpetuity Growth Rate For the Years Ending December 31, Exit Perpetuity 2023E 2024E 2025E 2026E 2027E 2028E Multiple Growth Financial Projections and Preliminary Valuation Detail – Sensitivity Case Unit Price Sensitivity Analysis Discounted Cash Flow Analysis – Sensitivity Case 4. Includes 2.0% general partner interest, economically equivalent to 399,000 LP Units at current quarterly distribution 46 ($ in millions, except per unit amounts) Source: SIRE Financial Projections 51% of Sisecam Wyoming EBITDA less $4.0 million SIRE G&A 2023E tax DD&A assumes 100.0% bonus depreciation calculated as the midpoint of the enterprise value range plus 80.0% bonus depreciation on 2023E capital expenditures; bonus depreciation phase-down on capital expenditures in 2024E (60.0%), 2025E (40.0%) and 2026E (20.0%) Assumes unitholder tax rate of 29.6% from 2023E to 2025E and 37.0% thereafter
Financial Projections and Preliminary Valuation Detail – Sensitivity Case Peer Group Trading Analysis – Sensitivity Case 2023E EBITDA Attributable to SIRE Relevant EBITDA Multiple $87.7 5.0x – Implied Enterprise Value Based on 2023E Adjusted EBITDA $438.5 Less: Net Debt as of December 31, 2022 (SIRE's 51% Share) Implied SIRE Equity Value SIRE LP Units Outstanding1 Implied SIRE Unit Price Range - 2023E Adjusted EBITDA 2024E EBITDA Attributable to SIRE Relevant EBITDA Multiple Implied Enterprise Value Based on Less: Net Debt as of Decembe Implied SIRE Equit SIRE LP Uni Im ($ in millions, except per unit amounts) Source: SIRE Financial Projections, SIRE management 1. Includes 2.0% general partner interest, economically equivalent to 399,000 LP Units at current quarterly distribution 47
Financial Projections and Preliminary Valuation Detail – Sensitivity Case Precedent M&A Transactions Analysis – Sensitivity Case Precedent M&A Transaction Analysis Source: Public filings, Wall Street research, SIRE Financial Projections, SIRE management 1. Includes 2.0% general partner interest, economically equivalent to 399,000 LP Units at current quarterly distribution 48 ($ in millions, except per unit amounts)
Financial Projections and Preliminary Valuation Detail – Sensitivity Case Discounted Distributions Analysis – Sensitivity Case ($ per unit) Termin For the Years Ending December 31, 2023E 2024E 2025E 2026E 2027E 2028E SIRE Distribution per LP Unit (Cash, As Paid)1 Terminal Yield2 $2.76 $2.87 $2.91 $2.94 $2.55 Terminal Value Equity Cost of Capital Based on CAPM Present Value @ 7.5% Cost of Equity Present Value @ 8.5% Cost of Equity Present Value @ 9.5% Cost of Equity Present Value @ 10.5% Cost of Eq Present Value @ 11.5% Impli Source: FactSet, SIRE Financial Projections, SIRE management 1. Values LP units based on LP unit distributions and does not consider GP distributions 2. Based on SIRE’s 52-week yield range of 6.1% to 14.1% with a median of 10.3% and mean of 10.1% as of July 5, 2022 49
Appendix
Weighted Average Cost of Capital Analysis
Unit/Share Price Market Equity Total Debt and Total Debt / Adjusted Unlevered Partnership/Corporation 1/30/23 Value Preferred Equity Total Capitalization Beta 1 B Risk-free Rate 3 Unlevered Beta Debt / Total Capitalization Adjusted Levered Equity Beta WACC Sup 0.38 0.43 0.48 0.53 Market Risk Premium 4 15.0% 8.0% 8.3% 8.6% 8.9% Small Company Risk Premiu 20.0% 7.9% 8.2% 8.5% 8.7% Equity Cost of Ca 25.0% 7.8% 8.1% 8.4% 8.6% Pre-Tax 3.8% 0.43 25.7% Ciech SA $10.93 $575.8 $471.4 45.0% 0 Genesis Energy, L.P. 11.14 1,365.5 4,313.0 76.0% Solvay SA 115.28 11,892.3 3,494.4 22.7% Tata Chemicals Limited 11.72 2,985.2 782.1 CAPM Türkiye Sise ve Cam Fabrikalari A.S. 2.15 6,376.2 2,201.1 Mean Median Sisecam Resources LP $23.96 $484.1 Debt / Total Cap 30.0% 7.7% 8.0% 8.2% 8.5% 35.0% 7.6% 7.9% 8.1% 8.4% 15.0% 8.4% 8.8% 9.1% 9.5% 20.0% 8.3% 8.7% 9.0% 9.4% 25.0% 8.2% 8.6% 8.9% 9.2% 30.0% 8.1% 8.4% 8.8% 9.1% 35.0% 8.0% 8.3% 8.7% 9.0% Weighted Average Cost of Capital Analysis SIRE WACC Analysis – Capital Asset Pricing Model ($ 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 2-year historical 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 as of January 30, 2023 Source: Kroll Kroll 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 of 3.8% + (Levered Equity Beta of 0.56 × Market Risk Premium of 6.2% (Supply Side) or 7.5% (Historical) + Small Company Risk Premium of 2.1% Based on ICE BofA US High Yield Index (BB) Supply-Side MRP WACC Sensitivity Historical MRP WACC Sensitivity Debt / Total Cap 0.38 0.43 0.48 0.53 50
Additional Materials
Additional Materials 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 Partnership GP Sisecam Parent owns 60.0% of an approximate 74.1% economic interest in SIRE Assumed Unit Price Premium and Implied Value Paid for Partnership GP 2021 Acquisition of 60% of SCR 2021 Acquisition Overview Illustrative Value per LP Unit $18.34 $20.00 $22.00 $24.00 $26.00 $28.00 $30.00 $32.00 $34.36 SIRE Units Owned by Sisecam Chemicals 14.6 14.6 14.6 14.6 14.6 14.6 14.6 14.6 14.6 Implied Value of SIRE Units $266.8 $291.0 $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 $500.0 Implied Value for Control $233.2 $209.0 $179.9 $150.8 $121.7 $92.6 $63.5 $34.4 $-- Implied SIRE Equity Market Cap1 $370.3 $404.0 $444.4 $484.8 $525.2 $565.6 $606.0 $646.4 $694.1 Control Value as % of SIRE Equity Market Cap 63.0% 51.7% 40.5% 31.1% 23.2% 16.4% 10.5% 5.3% --% Implied Sisecam Wyoming Equity Value2 $726.2 $792.1 $871.3 $950.5 $1,029.7 $1,109.0 $1,188.2 $1,267.4 $1,360.9 Control Value as a % of Sisecam Wyoming Equity Value 32.1% 26.4% 20.6% 15.9% 11.8% 8.3% 5.3% 2.7% --% ($ in millions, except per unit amounts) Source: Public filings Based on Illustrative Value per LP Unit and 20.2 million SIRE LP and GP units SIRE Market Cap divided by 51% to arrive at an implied equity value for Sisecam Wyoming Implied Value of Sisecam Chemicals Value of Sisecam Parent Interest $300.0 Divided by Ownership in Sisecam Chemicals 60.0% Implied Value of Sisecam Chemicals $500.0