Exhibit (c)(11)
July 5, 2022 Sisecam Chemicals Resources LLC Discussion Materials
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Table of Contents Discussion Materials Executive Summary MLP Market Update SIRE Situation Overview SIRE Take Private Analysis Take Private Process Overview Appendix 1 5 8 12 16 19
Executive Summary
MLP Market Backdrop MLPs across all sectors continue to struggle to attract new public investors and have experienced negative fund flows, resulting in very limited access to equity capital Small, low float MLPs have been more negatively impacted given lack of scale, trading liquidity and poor institutional interest Even in the context of solid underlying business fundamentals and reasonably high payout ratios, MLPs broadly have experienced increasingly high dividend yields. Consequently, several sponsors have opted to execute simplification transactions or take their partnerships private There have been 29 MLP take privates since the beginning of 2018, with very few sponsored MLPs currently remaining BofA believes a take private of SIRE may be the best path forward for SCR for the following key reasons: SIRE is an expensive source of capital – With its ~11% distribution yield, SIRE no longer serves the MLP’s original purpose of providing a low cost source of capital SIRE does not provide access to capital and likely will not in the future – There is no clear catalyst to restore access to MLP capital markets as investor sentiment has permanently shifted away from the MLP model. Additionally, SIRE will struggle to attract MLP investors with its average daily trading value of $290,000, de minimus trading activity, and lack of research analyst coverage Opportunity to retain cash flows – SIRE costs SCR ~$11MM of cash flow per year through distributions to public unitholders and public company costs, which could otherwise be reinvested into the business Opportunity to simplify structure – A take private allows SCR to reduce management burden, simplify organizational structure, eliminate public company expenses and increase flexibility to execute desired strategy 1 BofA Securities, Inc. (“BofA”) appreciates the opportunity to meet with Sisecam Chemicals Resources LLC (“SCR”) to discuss our views on a potential take private of Sisecam Resources LP (“SIRE”) Executive Summary Introduction
Process Considerations If SCR makes an offer to SIRE, SIRE will likely form a conflicts committee of independent directors which, with the advice of its financial and legal advisors, will negotiate the terms of the transaction on behalf of the unaffiliated unitholders Negotiations in precedent transactions have typically lasted from a few weeks to several months A unitholder consent will be required; however, since SCR controls a majority of the common units of SIRE, it can approve the transaction alone An initial proposal at a 0% premium to current trading levels would be consistent with recent precedent MLP buy-in proposals Subject to any unforeseen market or macro disruption and/or moves following announcement of an initial offer, precedent transactions would imply that the final negotiated premium would likely be in the low to high-teens range 2 Introduction Executive Summary (Cont’d)
3 A take private of SIRE could be the best alternative for all stakeholders Benefits SCR SIRE Considerations Free cash flow at SIRE must no longer be distributed and instead can be reinvested in the operating entity Reduced public company costs (board, filing, audit, investor relations, etc.) Simplified organizational structure Greater flexibility to control and execute strategy Reduced management burden Lower cost of capital ? May not have benefit of MLP structure if MLP market improves dramatically in the future (not likely) Unitholders may receive a premium; whereas sales in the open market will likely create downward pressure Efficient monetization of their interest without being exposed to downside and suffering from poor trading liquidity ? Potential tax burden to certain unitholders ? Will not enjoy possible future upside in the business Introduction Transaction Rationale
4 Introduction Overview of Key Considerations Requires evaluation of the merits and considerations of a public versus private approach to SIRE Board If a private approach is made, SIRE’s Conflicts Committee may still elect to disclose the offer publicly Absent a leak, a private negotiation with the conflicts committee should not cause a run-up on the “undisturbed” SIRE unit price and avoids the risk of a public deal failure if an agreement is not reached Of the 20 most recent MLP take privates about half have used a public approach However, SCR’s partners will be required to update their 13Ds which will signal a potential transaction to the market even without a formal public announcement – Thus a private approach is not feasible in this situation Given the need to file amended 13D’s, SIRE will likely decide to issue a press release upon receipt of the offer Approach Dynamics Conflicts Committee Process Requires evaluation of the merits and considerations of negotiating a merger or executing a tender offer Even with a tender offer, legal advisors will likely suggest seeking Conflicts Committee approval Execution Method Consideration Description If SCR were to make an offer to the SIRE board to purchase the SIRE public units, SIRE’s Board would form a Conflicts Committee to review the transaction on behalf of unaffiliated unitholders Conflicts Committee will hire independent financial and legal advisors The overall process timeline can range from ~14 weeks to a number of months depending on the execution strategy and length of negotiations with the Conflicts Committee Timeline Per the SIRE partnership agreement, a take private can be consummated by a Unit Majority (i.e., a majority of the common units outstanding); SCR currently controls a majority of the units The Conflicts Committee may try to negotiate for a “majority of the minority” vote, which would require the approval of a majority of common units by written consent held by unitholders unaffiliated with SCR – This has not occurred in any of the last 19 transactions Voting Dynamics The following discuss how best to execute a take private of SIRE Precedent Transactions While third-party M&A transactions typically require a control premium, affiliate take private transactions where a small minority exits the investment typically require lower premiums; since 2015 mean and median premiums of MLP take private transactions have been 12.5% and 10.7%, respectively
MLP Market Update
MLP Market Update Capital Raising in the Midstream / MLP Sector Continues to be Challenged 5 Source: Dealogic, Factset and Private Raise. MLPs still have minimal access to third-party equity capital even though AMZ is back above pre-Covid levels 882 1,846 2,690 3,706 5,909 7,276 3,104 1,501 1,616 5,686 12,393 11,986 12,403 10,468 8,965 4,339 1,262 323 620 421 910 517 1,677 5,022 5,714 6,417 2,350 234 138 2,124 748 961 4,931 2,679 2,670 4,901 3,922 898 1,504 17 2,146 114 504 2,393 906 1,123 42995269 541726 1,449 357 5,917 6,792 9,297 8,219 4,003 635785 13325 0 525 1,802 440 1,785 4,484 2,843 1,134 2,425 413 6,264 7,849 16,075 18,088 24,037 140 34,854 33,073 25,938 20,329 14,011 3,485 3,005 1,046 1,199 302 0 10,000 20,000 30,000 40,000 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 IPO Overnight Marketed Block PIPE ATM PP Conv. Pref. 0 100 200 300 400 500 600 MLP Equity Issuance ($mm) AMZ AMZ Price ($) IPO 14.1% 0.0% 11.5% 14.9% 15.4% 17.0% 22.0% 12.0% 1.6% 10.7% 0.0% 0.0% 0.0% 0.0% 0.0% Overnight 25.8% 72.4% 77.1% 66.3% 51.6% 30.0% 27.1% 16.7% 6.2% 4.4% 12.1% 0.0% 8.5% 75.9% 0.0% Marketed 33.9% 27.3% 3.2% 9.3% 20.9% 16.4% 19.4% 9.1% 1.2% 0.0% 0.0% 4.5% 91.5% 0.0% 100.0% Block 2.2% 0.0% 0.2% 4.1% 4.0% 14.1% 8.1% 10.3% 24.1% 28.0% 25.8% 0.0% 0.0% 24.1% 0.0% PIPE 24.0% 0.2% 1.7% 2.6% 1.5% 0.3% 1.5% 9.2% 4.5% 8.0% 10.8% 13.7% 0.0% 0.0% 0.0% ATM 0.0% 0.0% 3.1% 2.8% 6.0% 17.0% 20.5% 35.8% 40.4% 28.6% 18.9% 1.1% 0.0% 0.0% 0.0% PP Conv. Pref. 0.0% 0.0% 3.3% 0.0% 0.6% 5.2% 1.3% 6.9% 22.1% 20.3% 32.5% 80.7% 0.0% 0.0% 0.0%
5.0 0.0 15.0 10.0 20.0 30.0 25.0 35.0 40.0 45.0 50.0 60.0 55.0 65.0 $bn 70.0 1/2011 11/2012 10/2014 8/2016 7/2018 5/2020 4/2022 6 Source: EPFR. MLP Market Update MLP Dedicated Fund Flows Continue to Trend Negative A Fundamental Shift in Investor Sentiment Surrounding MLPs is Unmistakable, with Capital Leaving Rather than Entering the Space $17.7bn $17.5bn $35.3bn MLP Open End Fund Flows MLP Passive Fund Flows Aggregate Observable Active & Passive MLP Dedicated Fund Flows 2017 – 2022YTD 1/2017 10/2017 7/2018 4/2019 1/2020 10/2020 7/2021 4/2022 ($0.2bn) ($9.5bn) ($9.8n) $bn 10.0 5.0 0.0 (5.0) (10.0) (15.0) 2017 $309mn 2016 $3.2bn 2015 ($1.3bn) 2014 $11.4bn 2013 $10.3bn 2012 $2.3bn 2011 $1.4bn Total Annual MLP Flows: 2018 ($1.3bn) 2019 (2.8bn) 2020 ($3.9bn) 2021 ($2.1bn)
7 MLP Market Update Many Sponsors Have Restructured Their MLPs Given the Challenging Environment Across the entire midstream universe, parents have been reassessing the merits of maintaining an MLP with 46 MLP take privates since 2011 ArcLight (AMID) ETRN (EQGP) VLO (VLP) D (DM) 5 ArcLight (TLP) ETE (ETP) 4 ETP (PTXP) ENB (EEQ) CVI (CVRR) 4 4 EPD (OILT) 3 WPO (WPT) ENB (ENF) ENB (EEP) 3 CEIX (CCR) 3 SHEL (SHLX) 2 KMI (KMP) 2 TRP (CPPL) VTTI B.V. (VTTI) WMB (WPZ) ENB (SEP) BX (TGE) TRP (TCP) BP (BPMP) FANG (RTLR) 1 PAA (PNG) KMI (KMR) WNR (NTI) RIG (RIGP) OKE (OKS) LNG (CQH) L (BWP) UGI (APU) CNX (CNXM) PSX (PSXP) Hartree (SRLP) EPD (DEP) PXD (PSE) KMI (EPB) TLLP (QEPM) SEMG (RRMS) ENB (MEP) EQM (RMP) AROC (APLP) SXC (SXCP) ETRN (EQM) CVX (NBLX) Ergon (BKEP) 2011 2013 2014 2015 2016 2020 2021 2022 16 2017 2018 2019 Public offer has been made but a definitive agreement has not been announced MLP Take Private Transactions Since 2011(1) Source: Dealogic and company disclosures. Note: Based on timing of announcement. No relevant transaction available for 2012. (1) Buyer / (Target)
SIRE Situation Overview
8 Source: Company disclosure and FactSet as of July 1, 2022. SIRE Situation Overview Historical Trading Performance Distribution Yield (Last Five Years) 0.0% Jul-17 Jul-18 EV / LTM EBITDA (Last Five Years) 5.0% 10.0% 15.0% 20.0% Jul-19 Jul-20 Jul-21 Jul-22 6.0x 3.0x 0.0x 15.0x 12.0x 9.0x Jul-17 Jul-18 Jul-19 Jul-20 Jul-21 Jul-22 SIRE suspended its distribution from August 2020 through October 2021 7.8x SIRE currently trades at an 11.2% distribution yield 11.2%
SIRE’s unit price has recovered to pre-COVID levels but remains lower than long-term historical levels 9 Historical Unit Price and Volume SIRE Situation Overview Source: Company filings and Factset as of July 1, 2022. $17.78 Jul-17 Jul-19 Jul-20 Jul-21 Jul-18 1/27/22 – SIRE announces quarterly distribution increase to $0.65/unit 10/29/21 – SIRE reinstates quarterly distribution at $0.34/unit 1/23/20 – Quarantine of Wuhan announced 8/3/20 – SIRE suspends quarterly distributions 11/20/21 – SISE announces acquisition of 60% of Sisecam Resources Corporation 5/10/19 – SIRE cuts distribution from $0.567 to $0.34 per quarter $/Unit Units/Day (‘000s) 4/29/22 – SIRE announces quarterly distribution decrease to $0.50/unit Jul-22
Last Five Years SIRE has underperformed its soda ash peers 10 SIRE Situation Overview Unit Price Performance (100%) (75%) (50%) (25%) 0% 25% 50% Jul-17 Jul-18 Jul-19 Jul-20 Jul-21 Jul-22 SIRE Refined Products & Crude MLPs Soda Ash Peers Gathering & Processing MLPs Small-Cap MLPs Wholesale Distribution MLPs Large-Cap MLPs (21.2%) (32.5%) (35.1%) (59.4%) (45.8%) (0.3%) (1.8%) Source: Company filings and Factset as of July 1, 2022. Note: Soda Ash Peers includes: TROX, CMP, CC, OLN, SLCA, GEL, Tata Chemicals Limited; Small-Cap MLPs includes: MMLP, USDP, SNMP, SRLP and GPP; Large Cap MLPs includes: ET, EPD, MPLX and PAA; Refined Products & Crude MLPs includes: MMP, NS, GEL, NGL, HEP, DKL, PBFX and MMLP; Gathering & Processing MLPs includes WES, DCP, HESM, CEQP, SMLP, SNMP; Wholesale Distribution MLPs includes: SUN, GLP, CAPL and SRLP.
11 Peer Benchmarking SIRE Situation Overview Current Distribution Yield LP DCF Yield 2022E EV / 2022E EBITDA Coverage 2022E 11.2% 8.5% 9.5% 8.4% 6.4% 5.3% 0.0% 5.0% 10.0% 15.0% Sisecam Resources LP Distribution Diversified MLPs Products & Processing MLPs Resources LP Products & Processing MLPsDiversified MLPs Distribution MLPs Crude MLPs Crude MLPs MLPs Small-Cap MLPs Wholesale Large-Cap Refined Gathering & 15.4% 19.7% 33.7% 30.9% 18.4% 14.1% 0.0% 15.0% 30.0% 45.0% Sisecam Small-Cap MLPs Refined Gathering & Large-Cap Wholesale 6.0x 7.0x 6.4x 8.8x 8.7x 8.6x 8.3x 0.0x 3.0x 6.0x 9.0x 12.0x Sisecam Soda Ash Resources LP Peers Small-Cap MLPs Large-Cap Diversified MLPs Refined Products & Crude MLPs Wholesale Distribution MLPs Gathering & Processing MLPs 1.06x 1.99x 2.44x 1.95x 1.95x 1.57x 0.00x 1.00x 2.00x 3.00x Sisecam Resources LP Small-Cap MLPs Gathering & Large-Cap Processing MLPsDiversified MLPs Refined Products & Crude MLPs Wholesale Distribution MLPs Source: Note: Company filings and Factset as of July 1, 2022. Soda Ash Peers includes: TROX, CMP, CC, OLN, SLCA, GEL, Tata Chemicals Limited; Small-Cap MLPs includes: MMLP, USDP, SNMP, SRLP and GPP; Large Cap MLPs includes: ET, EPD, MPLX and PAA; Refined Products & Crude MLPs includes: MMP, NS, GEL, NGL, HEP, DKL, PBFX and MMLP; Gathering & Processing MLPs includes WES, DCP, HESM, CEQP, SMLP, SNMP; Wholesale Distribution MLPs includes: SUN, GLP, CAPL and SRLP. Based on distribution per unit projections developed prior to the distribution cut on 4/29/22. (1) (1)
SIRE Take Private Analysis
12 Source: Company materials, company disclosures and FactSet as of July 1, 2022. SIRE Take Private Analysis Analysis at Various Prices Current Illustrative Premium to Current Price Illustrative Unit Price $17.78 $16.89 $17.78 $18.67 $19.56 $20.45 $21.34 $22.23 Premium / (Discount) to: Current: $17.78 0.0% (5.0%) 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 52-Week High: $22.75 (21.8%) (25.8%) (21.8%) (17.9%) (14.0%) (10.1%) (6.2%) (2.3%) 52-Week Low: $12.13 46.6% 39.2% 46.6% 53.9% 61.2% 68.6% 75.9% 83.2% 10-Day VWAP: $17.23 3.2% (1.9%) 3.2% 8.4% 13.5% 18.7% 23.9% 29.0% 30-Day VWAP: $17.92 (0.8%) (5.7%) (0.8%) 4.2% 9.1% 14.1% 19.1% 24.0% 60-Day VWAP: $18.71 (4.9%) (9.7%) (4.9%) (0.2%) 4.6% 9.3% 14.1% 18.8% Total Return Since IPO (Sept. 13, 2013) 83% 74% 83% 92% 101% 110% 119% 128% LP Units Outstanding (MM) 19.8 19.8 19.8 19.8 19.8 19.8 19.8 19.8 SIRE LP Equity Value (51% of Sisecam Wyoming) $352 $334 $352 $370 $387 $405 $422 $440 Minority Interest (49% of Sisecam Wyoming) $338 $338 $338 $338 $338 $338 $338 $338 Illustrative GP Value $7 $7 $7 $7 $7 $7 $7 $7 Total Equity Value $697 $680 $697 $715 $733 $750 $768 $785 Net Debt (incl. pension liabilities) 180 180 180 180 180 180 180 180 Enterprise Value (100% Interest) $877 $860 $877 $895 $913 $930 $948 $965 Less: Minority Interest (338) (338) (338) (338) (338) (338) (338) (338) Less: CWHC's Equity Interest in CINR (266) (253) (266) (279) (292) (305) (318) (330) Illustrative Equity Purchase Price (26.0% Public Float) $93 $89 $93 $98 $103 $107 $112 $117 Valuation Metrics Metric Multiples Multiples EV / 2022E EBITDA $146 6.0x 5.9x 6.0x 6.1x 6.3x 6.4x 6.5x 6.6x Current Distribution Yield 2.00 11.2% 11.8% 11.2% 10.7% 10.2% 9.8% 9.4% 9.0% 2022E LP DCF Yield 2.73 15.4% 16.2% 15.4% 14.6% 14.0% 13.4% 12.8% 12.3% Credit Metrics Net Debt (incl. pension liabilities) / LTM EBITDA $180 1.6x 1.6x Credit Ratings (Moody's / S&P) NR / NR NR / NR
SIRE Take Private Analysis Illustrative Transaction Cash Savings Source: Company filings and FactSet as of July 1, 2022. Total Annual Cash Flow (Net) $8.1 $7.8 $7.6 $7.4 $7.1 $6.9 $6.7 13 Take Private Savings 100% Cash Illustrative Premium (5%) 0% 5% 10% 15% 20% 25% SIRE Publicly Held Units 5.2 Current Annualized SIRE Distribution Per Unit $2.00 Annual Distributions Paid to Public SIRE Unitholders $10.5 Cash Purchase Price $89 $93 $98 $103 $107 $112 $117 Illustrative Cost of Debt 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% Incremental Annual Cost of Cash $4.4 $4.7 $4.9 $5.1 $5.4 $5.6 $5.8 Annual Distributions Paid to Public SIRE Unitholders $10.5 (-) Total Take Private Financing (4.4) (4.7) (4.9) (5.1) (+) Illustrative Transaction Synergies 2 2 2 2 (5.4) (5.6) (5.8) 2 2 2 Take Private Financing Cash Flow (Net) Public Distributions A take private transaction could unlock ~$10MM or more of cash flow per year ($ millions, except per unit amounts)
14 Company filings. Deal size calculated as equity purchase price of publicly-held units. Source: (1) (2) Premium / (Discount) calculated as total consideration paid per unit relative to the price or VWAP for the Target on the unaffected date. Unaffected date is the date of the last full trading period immediately prior to the public announcement of a definitive agreement for privately negotiated transactions and the full trading period immediately prior to the initial public offer for publicly negotiated transactions. Publicly Negotiated Premiums Paid in Selected Precedent MLP Take Privates SIRE Take Private Analysis While third-party M&A transactions require a control premium, affiliate take private transactions where a small minority exits the investment typically require lower premiums; since 2015 mean and median premiums of MLP take private transactions have been 12.5% and 10.7%, respectively Deal Size(1) 1 $127 2 575 3 301 4 723 5 3,485 6 494 7 1,678 8 34 9 356 10 2,283 11 3,535 12 2,444 13 204 14 271 15 535 16 912 17 Announcement Acquiror Target Consideration 6/2/2022 Hartree Partners LP Sprague Resources LP Cash 5/16/2022 Diamondback Energy, Inc. Rattler Midstream LP Stock 4/22/2022 Ergon, Inc. BlueKnight Energy Partners LP Cash 12/20/2021 bp p.l.c. BP Midstream Partners LP Stock 10/27/2021 Phillips 66 Phillips 66 Partners LP Stock 3/5/2021 Chevron Corporation Noble Midstream Partners LP Stock 12/15/2020 TC Energy Corporation TC PipeLines, LP Stock 10/23/2020 CONSOL Energy Inc CONSOL Coal Resources LP Stock 7/27/2020 CNX Resources Corporation CNX Midstream Partners LP Stock 2/27/2020 Equitrans Midstream Corp. EQM Midstream Partners LP Stock 12/16/2019 Blackstone Tallgrass Energy LP Cash 4/2/2019 UGI Corporation AmeriGas Partners, L.P. Mixed 3/18/2019 ArcLight Capital Partners American Midstream Partners, LP Cash 2/5/2019 SunCoke Energy, Inc. SunCoke Energy Partners LP Stock 11/26/2018 ArcLight Capital Partners TransMontaigne Partners L.P. Cash 11/26/2018 Dominion Energy Inc Dominion Energy Midstream Partners LP Stock 11/8/2018 Western Gas Equity Partners, LP Western Gas Partners, LP Stock 5,056 18 10/22/2018 4,883 19 10/18/2018 EnLink Midstream LLC EnLink Midstream Partners, L.P. Stock Valero Energy Corporation Valero Energy Partners LP Cash 951 20 10/9/2018 Antero Midstream Corp. Antero Midstream Partners LP Mixed 2,768 23 9/18/2018 Enbridge Inc. Enbridge Energy Partners, L.P. Stock 3,442 24 8/24/2018 Enbridge Inc. Spectra Energy Partners, LP Stock 3,276 25 8/2/2018 Energy Transfer Equity Energy Transfer Partners, L.P. Stock 26,856 28 3/26/2018 Tallgrass Energy LP Tallgrass Energy Partners LP Stock 1,685 29 1/2/2018 Archrock Inc. Archrock Partners LP Stock 607 32 6/20/2017 Energy Transfer Partners Penntex Midstream Partners LP Cash 277 33 6/2/2017 World Point Terminals, Inc. World Point Terminals LP Cash 444 34 5/8/2017 VTTI B.V. VTTI Energy Partners LP Cash 471 37 11/1/2016 TC Energy Corporation Columbia Pipeline Partners LP Cash 915 38 5/31/2016 SemGroup Corporation Rose Rock Midstream, L.P. Stock 387 39 12/21/2015 Western Refining, Inc. Northern Tier Energy LP Mixed 1,506 42 4/6/2015 Tesoro Logistics LP QEP Midstream Partners LP Stock 382 43 1/26/2015 Energy Transfer Partners, L.P. Regency Energy Partners LP Mixed 8,668 Overall Summary Publicly Negotiated Summary Mean 13.7% 11.1% Median 10.9% 11.9% Privately Negotiated Summary Mean 12.5% 13.0% Median 10.7% 12.2% Mean 8.9% 11.8% Median 6.8% 13.3% 51.5% 16.2% 4.8% 16.7% 19.5% 2.7% 28.1% (1.5%) 56.4% 13.5% (8.7%) 9.3% 6.5% 2.2% 7.6% 1.1% 6.0% 6.5% 13.9% 20.8% 11.2% 0.6% 23.4% 20.1% 5.8% 6.0% 35 2/1/2017 ONEOK, Inc. ONEOK Partners, L.P. Stock 9,310 25.8% 36 1/27/2017 Enbridge Inc. Midcoast Energy Partners LP Cash 83 (8.6%) 11.1% 0.0% 8.2% 7.2% 17.3% 8.7% 46.8% 8.1% 10.9% 23.5% 9.4% (2.1%) 16.1% (11.2%) 22.7% 22.0% (16.3%) 29.1% 9.2% 11.7% 13.9% (0.6%) 11.8% 5.9% 15.9% 18.6% 19.2% (9.5%) 28.0% 19.9% 3.4% 6.5% 22.3% 4.4% 17.0% 26.6% 8.7% 5.6% 13.2% 16.4% Premium / (Discount) to: Unaffected Price(2) 30-Day VWAP(2) 10-Deal Moving Median 24.3% 38.8% 17.0% 17.0% 16.5% 14.9% 11.4% 11.4% 7.9% 7.1% 7.1% 6.3% 6.5% 6.5% 6.5% 7.1% 7.1% 9.4% 10.9% 10.9% 10.9% 12.6% 21 9/18/2018 Enbridge Inc. Enbridge Income Fund Holdings Inc. Mixed 3,603 17.4% (7.9%) 12.6% 22 9/18/2018 Enbridge Inc. Enbridge Energy Management, L.L.C. Stock 1,000 21.7% 34.1% 10.9% 10.9% 8.6% 6.4% 26 6/19/2018 Cheniere Energy, Inc. Cheniere Energy Partners Stock 580 10.7% 12.2% 6.4% 27 5/17/2018 Williams Companies, Inc. Williams Partners, L.P. Stock 10,427 6.4% 12.7% 6.2% 6.2% 6.2% 30 11/8/2017 Delek US Holdings Inc Alon USA Partners LP Stock 159 2.0% 11.5% 6.2% 31 8/14/2017 Andeavor Logistics LP Western Refining Logistics, LP Stock 733 6.4% (0.1%) 7.3% 9.6% 9.6% NA NA NA NA NA NA 40 11/3/2015 Targa Resources Corp. Targa Resources Partners LP Stock 6,083 18.4% 16.1% NA 41 5/6/2015 Crestwood Equity Partners LP Crestwood Midstream Partners LP Stock 3,002 17.2% 20.9% NA NA 0.0%
15 SIRE Organizational Chart Source: Company disclosures and FactSet as of July 1, 2022. Goldman Sachs & Co. LLC (Private Banking) 620,905 3.1% $11 Fidelity Management & Research Co. LLC 217,809 1.1% 4 JPMorgan Securities LLC (Investment Management) 165,144 0.8% 3 Sphinx Trading LP 100,000 0.5% 2 Acadian Asset Management LLC 52,539 0.3% 1 Credit Suisse Gestion SGIIC SA 36,334 0.2% 1 Rockefeller & Co. LLC 25,643 0.1% 0 FIAM LLC 25,000 0.1% 0 Equitec Proprietary Markets LLC 22,416 0.1% 0 Shapiro Capital Management LLC 15,763 0.1% 0 Merrill Lynch, Pierce, Fenner & Smith, Inc. (Invt Mgmt) 4,375 0.0% 0 BNP Paribas Arbitrage SNC 3,777 0.0% 0 Securities America Advisors, Inc. 2,948 0.0% 0 National Bank Financial, Inc. 2,000 0.0% 0 UBS Securities LLC 679 0.0% 0 Wells Fargo Clearing Services LLC 301 0.0% 0 Benjamin F. Edwards & Co., Inc. 200 0.0% 0 Rise Advisors LLC 105 0.0% 0 Morgan Stanley & Co. LLC 100 0.0% 0 Morgan Stanley Investment Management, Inc. 100 0.0% 0 Top 20 Unitholders 1,296,138 6.5% $23 Public LP Unit Total 5,248,791 26.0% $93 SWHC Controlled LP Units 14,551,000 72.0% $259 GP Units 399,000 2.0% Total LP & GP Ownership 20,198,791 100.0% $352 Voting Units Held % of Market Voting Units Value ($MM) Unitholder SIRE Ownership SIRE can be taken private via a tender offer up to the limited call right at 80% or through a negotiated merger, both typically requiring a conflicts committee process; SCR can vote its shares in favor of a negotiated merger agreement 100% 100% 2% GP 72% LP 26% LP 100% WE Soda Ltd. KEW Soda Ltd. Akkan Enerji Ve Madencilik A.S. Natural Resource Partners LP NRP Trona LLC Ciner Enterprises Inc. Sisecam Chemicals Resources LLC Sisecam Chemicals Wyoming LLC Sisecam Resource Partners LLC Sisecam Wyoming LLC Sisecam Resources LP Türkiye Şişe ve Cam Fabrikaları A.Ş. Sisecam Chemical USA Inc. Public 60% 51% 49% 100% 40% 100% 100% 100% SIRE Take Private Analysis Turkiye Is Bankasi 51%
Take Private Process Overview
16 Take Private Process Overview Execution Methods Description Benefits Considerations Take private could be structured as a negotiated merger SCR negotiates directly with SIRE Conflicts Committee (either publicly or privately) Potentially greater deal certainty Potentially requires higher premium to ensure success of the tender Substantial market precedent Longer statutory time table absent process delays Negotiated Merger Tender Offer Take private could be structured as a tender offer followed by the exercise of the limited call right Most precedents have included a negotiation with Conflicts Committee to solicit board support Shorter statutory timetable absent process delays No back-end unitholder vote required if the limited call threshold (80%) is reached. Note that the tender basically acts like a unitholder vote and approval of the transaction Possibility of a failed tender offer if premium is not accepted by market Limited market precedent Most MLP take privates have been executed through a negotiated merger; typically a negotiated merger has a longer statutory time table, however, a tender offer may introduce execution risk if the price is not accepted by enough unit holders Premium Certainty Execution Certainty Shorter Statutory Timing Available Precedents Fuller moon means more benefit to the process
17 Take Private Process Overview Illustrative Take Private Process Overview – Negotiated Merger Initial Phase (~4 weeks) SCR, together with its advisors, evaluate the merits of potential SIRE take private transaction SCR and its advisors formulate and present take private proposals and summary evaluation materials Upon SCR Board approval, SCR submits take private proposals to the SIRE Conflicts Committee, which the SIRE Board authorizes to review, evaluate and negotiate the proposed transaction on behalf of unaffiliated unitholders SCR may choose to make a public approach; if private, SIRE may choose to publicly disclose the initial take private proposal SIRE Conflicts Committee determines whether the proposal merits formal review and engages an independent advisor The Conflicts Committee’s advisor reviews background to transaction, strategic alternatives and management forecasts and prepares preliminary evaluation materials Negotiations (~4-6 weeks) SCR and SIRE Conflicts Committee negotiate the terms and conditions of the potential take private transaction SIRE Conflicts Committee may seek a revised offer price and/or negotiate the terms and conditions of the proposal Execution (~14 weeks) SIRE Conflicts Committee recommends revised proposal (if consistent with the exercise of their duties) and SIRE and SCR approve the definitive agreement Press release announcing agreement of take private transaction Parties draft SIRE merger proxy / information statement and file with the SEC Once declared effective, SIRE schedules a unitholder meeting to approve the transaction (if required) Approval requires the affirmative vote or written consent of a Unit Majority of all outstanding LP units, voting as a single class, including units owned by SCR and its affiliates (SCR would provide its written consent in favor of the merger) Transaction closing upon SIRE unitholder and regulatory approval Below is an illustrative take private transaction process involving SCR and the Conflicts Committee of SIRE. Every Conflicts Committee Process is unique based on the circumstances and the Conflicts Committee may determine it is not in the best interests of the public unitholders to move forward with any transaction Note: Subject to legal counsel review. Total: ~22-24 weeks
18 Transaction Execution Timeline (1) Both options assume customary SEC review periods. Take Private Process Overview Parent notifies GP Board of potential tender offer GP Board engages Conflicts Committee Conflicts Committee engages outside financial and legal advisors and commences diligence Parent files Schedule TO (Offer to Purchase) and Schedule 13E- 3 (if required) and MLP files Schedule 14D-9 Mail tender offer materials to public unitholders and provides notice through WSJ Conflicts committee’s recommendation to public unitholders with respect to the tender offer is included in the offering materials Tender offer closes (20 business days following commencement, absent significant SEC Staff comments) Parent notifies MLP’s transfer agent that GP intends to exercise call right under MLP’s partnership agreement 10 days later Parent closes exercise of call right (10 days after notice to MLP’s transfer agent) 0 2 4 6 8 10 12 14 16 18 20 22 24 Week Parent evaluates potential transaction Parent develops initial offer Parent notifies GP board of potential merger GP board delegates authority to Conflicts committee to review, negotiate and recommend the potential merger to MLP unitholders Conflicts Committee engages outside financial and legal advisors Parties begin negotiating Merger Agreement and deal terms Sign Merger Agreement Issue press release File Form 8-K Prepare and file Schedule 14A (Proxy / Information Statement), Schedule 13E-3 (if required) Receive SEC comments on Schedule 14A (and Schedule 13E-3 if required) SEC review and comment responses completed Print and mail proxy / information statement to MLP unitholders (if needed) MLP unitholder meeting (if needed) Close merger Tender Offer and Exercise of Limited Call Right (1) Merger Agreement (1) Most MLP take privates have been executed through a negotiated merger; typically a negotiated merger has a longer statutory time table, however, a tender offer may introduce execution risk if the price is not accepted by enough unit holders Parent evaluates potential transaction Parent develops initial offer
Appendix
Source: Note: (1) (2) (3) (4) Company filings, Wall Street Research and FactSet. Includes selected public MLP take private transactions since 2015. Excludes transactions completed with a tender offer. Values in USD. Based on consideration paid to unaffiliated unitholders. Reflects initial public proposal from Chevron Corporation. A definitive agreement has not been reached. Accounts for units owned by management pledged to vote in favor of merger. Accounts for units owned by CEQP and Crestwood Holdings LLC. Appendix Negotiated Merger Timing and Vote Analysis in Selected Precedent MLP Take Privates 19 Publicly Negotiated 2 TBD 5/16/2022 TBD TBD TBD Diamondback Energy, Inc. Rattler Midstream LP 575 100% Stock 26% X 3 10/8/2021 4/22/2022 TBD 196 TBD Ergon, Inc. BlueKnight Energy Partners LP 301 100% Cash 68% X X 4 8/5/2021 12/20/2021 4/5/2022 137 243 bp p.l.c. BP Midstream Partners LP 723 100% Stock 46% X 5 4/6/2021 10/27/2021 3/9/2022 204 337 Phillips 66 Phillips 66 Partners 3,450 100% Stock 34% X 6 2/5/2021 3/5/2021 5/11/2021 28 95 Chevron Corporation Noble Midstream Partners LP 494 100% Stock 37% X 7 8/18/2020 10/23/2020 12/30/2020 66 134 CONSOL Energy Inc CONSOL Coal Resources LP 34 100% Stock 39% X 8 10/5/2020 12/15/2020 3/3/2021 71 149 TC Energy Corporation TC PipeLines, LP 1,678 100% Stock 76% X X 9 6/16/2020 7/27/2020 9/28/2020 41 104 CNX Resources Corporation CNX Midstream Partners LP 356 100% Stock 47% X 10 2/3/2020 2/27/2020 6/17/2020 24 135 Equitrans Midstream Corp. EQM Midstream Partners LP 2,283 100% Stock 46% X X 11 8/27/2019 12/16/2019 4/17/2020 111 234 Blackstone Tallgrass Energy LP 3,535 100% Cash 56% X X 12 1/28/2019 4/2/2019 8/21/2019 64 205 UGI Corporation AmeriGas Partners LP 2,444 78% Stock 22% Cash 74% X X 13 9/27/2018 3/18/2019 7/23/2019 172 299 ArcLight Capital Partners American Midstream Partners, LP 204 100% Cash 72% X 14 11/28/2018 2/5/2019 6/28/2019 69 212 SunCoke Energy, Inc. SunCoke Energy Partners LP 271 100% Stock 38% X 15 7/11/2018 11/26/2018 2/26/2019 138 230 ArcLight Capital Partners TransMontaigne Partners L .P. 535 100% Cash 80% X X 16 9/19/2018 11/26/2018 1/28/2019 68 131 Dominion Energy Inc Dominion Energy Midstream Partners LP 912 100% Stock 39% X 17 10/30/2018 11/8/2018 2/28/2019 9 121 Western Gas Equity Partners, LP Western Gas Partners, LP 5,056 100% Stock 60% X X 18 9/19/2018 10/22/2018 1/25/2019 33 128 EnLink Midstream LLC EnLink Midstream Partners, L.P. 4,883 100% Stock 75% X 19 9/22/2018 10/18/2018 1/10/2019 26 110 Valero Energy Corporation Valero Energy Partners LP 951 100% Cash 33% X 20 6/8/2018 10/9/2018 3/12/2019 123 277 Antero Midstream Corp. Antero Midstream Partners LP 2,682 90% Stock 10% Cash 47% X 21 5/17/2018 9/18/2018 12/20/2018 124 217 Enbridge Inc. Enbridge Energy Partners, L.P. 3,442 100% Stock 67% X X 22 5/17/2018 9/18/2018 12/20/2018 124 217 Enbridge Inc. Enbridge Energy Management, L.L.C. 1,000 100% Stock 88% X X 23 5/17/2018 9/17/2018 11/8/2018 123 175 Enbridge Inc. Enbridge Income Fund Holdings Inc. 3,603 98% Stock 2% Cash 80% X X 24 5/17/2018 8/24/2018 12/17/2018 99 214 Enbridge Inc. Spectra Energy Partners, LP 3,276 100% Stock 17% X Overall Number 41 41 18 4 Overall Summary Mean 71 170 Median 56 148 Publicly Negotiated Summary Mean 99 194 Median 105 214 Privately Negotiated Summary Publicly Negotiated Number 16 16 6 2 Privately Negotiated Number Mean 52 155 25 25 12 2 Median 33 135 Date of Initial Offer Date of Def. Agreement Date of Close Days from Initial Offer to Defnitive Agreement Days from Initial Offer to Close Parent MLP Deal Size ($MM) Consideration Public Economic Ownership Conflicts Committee Majority Vote Formed Required Written Consent Only Majority of (Majority Owned by Parent) Minority Vote 1 1/11/2022 6/2/2022 TBD 142 TBD Hartree Partners LP Sprague Resources LP $127 100% Cash 26% X 25 7/24/2018 8/2/2018 10/19/2018 9 87 Energy Transfer Equity Energy Transfer Partners, L.P. 26,856 100% Unit 98% X 26 5/16/2018 6/19/2018 9/20/2018 34 127 Cheniere Energy, Inc. Cheniere Energy Partners 580 100% Stock 8% X 27 4/14/2018 5/17/2018 8/10/2018 33 118 Williams Companies, Inc. Williams Partners, L.P. 10,671 100% Stock 26% X 28 2/21/2018 3/26/2018 6/30/2018 33 129 Tallgrass Energy LP Tallgrass Energy Partners LP 1,685 100% Stock 65% X X 29 11/29/2017 1/2/2018 4/26/2018 34 148 Archrock Inc. Archrock Partners LP 607 100% Stock 59% (3) X X 30 10/16/2017 11/8/2017 2/7/2018 23 114 Delek US Holdings Inc Alon USA Partners LP 159 100% Stock 18% X 31 7/20/2017 8/14/2017 10/30/2017 25 102 Andeavor Logistics LP Western Refining Logistics, LP 733 100% Stock 48% X X 32 3/2/2017 5/8/2017 9/15/2017 67 197 VTTI B.V. VTTI Energy Partners LP 471 100% Cash 53% X 33 1/24/2017 2/1/2017 6/30/2017 8 157 ONEOK, Inc. ONEOK Partners, L.P. 6,122 100% Stock 60% X X 34 12/5/2016 1/27/2017 4/27/2017 53 143 Enbridge Inc. Midcoast Energy Partners LP 83 100% Cash 46% X 35 9/26/2016 11/1/2016 2/17/2017 36 144 TC Energy Corporation Columbia Pipeline Partners LP 915 100% Cash 53% X 36 5/6/2016 5/31/2016 9/30/2016 25 147 SemGroup Corporation Rose Rock Midstream, L.P. 387 100% Stock 44% X 37 9/24/2015 11/3/2015 2/17/2016 40 146 Targa Resources Corp. Targa Resources Partners LP 6,083 100% Stock 91% X X 38 10/23/2015 12/21/2015 6/23/2016 59 244 Western Refining, Inc. Northern Tier Energy LP 1,506 35% Stock 62% X X 65% Cash 39 4/17/2015 5/6/2015 9/30/2015 19 166 Crestwood Equity Partners LP Crestwood Midstream Partners LP 3,002 100% Stock 85%(4) X X 40 12/2/2014 4/6/2015 7/22/2015 125 232 Tesoro Logistics LP QEP Midstream Partners LP 382 100% Stock 43% X X 41 1/16/2015 1/26/2015 4/30/2015 10 104 Energy Transfer Partners, L.P. Regency Energy Partners LP 8,668 99% Stock 1% Cash 77% X X
20 Source: (1) Company filings, Wall Street Research and FactSet. Calculated as exercise price divided by unit price on day prior to announcement that limited call right would be exercised minus 1. Tender Offer Precedents Select Precedents SIRE: Right to Acquire Limited Partner Interests “Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership, beneficial owners or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three Business Days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.” Date Announced Parent MLP Market Cap Prior to Announcement ($MM) Transaction Close Date Tender Days to Close Tender Deal Size ($MM) Tender Consideration Tender Premium Conflicts Committee Parent Board Ownership Approval Before Tender Parent Ownership After Tender Limited Right Size ($MM) Limited Call Right Consideration Limited C Right Exer Premium all cise (1) $27.63 $10.50 5/29/2018 $3,262 1/28/2019 167 $1,027 (CVI Shares) 25.0% 69.8% 84.5% $241 (Cash) (3.9%) $17.30 $17.30 6/2/2017 $690 6/20/2017 13 $159 (Cash) 5.8% 73.6% 91.2% $53 (Cash) 0.1% $20.00 $20.00 5/18/2017 $598 6/30/2017 31 $414 (Cash) 20.1% 32.4% 92.0% $33 (Cash) 0.2% Appendix
Appendix Note: Company Disclosure. SIRE Partnership Agreement Excerpts Section 14.3 Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d) and Section 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement or Plan of Conversion, as the case may be, effects an amendment to any provision of this Agreement that, if contained in an amendment to this Agreement adopted pursuant to Article XIII, would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or the Plan of Conversion, as the case may be. Section 15.1 Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership, beneficial owners or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three Business Days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. Unit Majority Definition “Unit Majority” means (i) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), voting as a class, and at least a majority of the Outstanding Subordinated Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units. 21