EX-99.(C)(15) 15 d732888dex99c15.htm EX-99.(C)(15)

Exhibit (c)(15)

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Project Rushmore Discussion Materials
March 5th, 2019
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Table of Contents
I. Situation Overview
II. Management Projections Overview III. Abe Financial Analysis IV. Ulysses Financial Analysis V. Transaction Analysis
Appendix
Cost of Capital
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I. Situation Overview
3
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Summary of Revised Proposal
Proposal Component Description
Exchange Ratio Detail
∎ In revised Ulysses proposal, each Abe Common Pre Investor Day Proposal Date 3rd Proposal Date Current Implied Offer Unit held by public to receive: 12/3/2018 1/25/2019 3/4/2019 3/4/2019 3/4/2019 Spot Abe Price $36.67 $29.89 $27.53 $27.53 $34.25
☐ 0.500 Ulysses shares Abe 30-Day VWAP $36.50 $26.34 $29.91 $29.91
Consideration
Spot Ulysses Price $57.59 $55.95 $54.90 $54.90 —
☐ $6.80 Cash (up from $6.32)
Spot XR 0.6367x 0.5342x 0.5015x 0.5015x 0.6239x(1)
∎ Taxable transaction to Abe unitholders Premium to Spot 24.4%
Premium to 30-Day VWAP 14.5%
∎ Status Quo Abe ownership:∎ Pro Forma Ulysses ownership:
Ownership ☐ Abe Public Unitholders: ~74.7% ☐ Abe Public Unitholders: ~16.5%(2)
☐ Ulysses: ~25.3% ☐ Existing Ulysses Shareholders: ~83.5%
∎ Transaction requires vote of majority of Abe common unitholders, but no vote of Ulysses shareholders Other Terms∎ No majority of unaffiliated approval
∎ Abe will continue to make quarterly distributions, but will not make pro rata ‘stub’ distribution at closing
Other∎ Ulysses has discussed with the special committee the likelihood of a 20% distribution cut in the absence of a deal
Source: Company filings, Bloomberg, FactSet as of 3/4/2019. 4 (1) Implied all-in XR calculated as equity XR of 0.5000x plus $6.80 cash consideration divided by Ulysses share price.
(2) Issuance of shares equivalent to 19.7% of status quo (pre-transaction) Ulysses outstanding shares results in ~16.5% Abe public unitholder ownership in pro forma entity.
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Historical XR and Relative Performance
Two Year Historical Exchange Ratios Relative Performance From Pre Investor Day (12/3/18)
1.40x
Abe FGP SPH AMZ
Prior to Investor Day – Current 170%
0.70x
Proposal Implied XR: 0.6239x $50
0.60x 162%
1.20x
0.50x
Average XR: 0.5247x 150%
0.40x
Dec-18 Dec-18 Jan-19 Feb-19 Feb-19
1.00x
130% $40
Abe Price / Unit
0.80x/
110%
Proposed Consideration: 0.5000x + $6.80/unit; Implied XR: 0.6239x 99% 95%
0.60x
90% $30
Current (3/4/2019) 0.5015x 0.6239x 24.4% 75% 0.40x Spot Proposal (3/4/2019) 0.5015x 0.6239x 24.4%
70% Price: $27.53
Pre Investor Day (12/3/18) 0.6367x 0.6181x (2.9%) 30-Day 0.5470x 0.6246x 14.2% 60-Day 0.5192x 0.6247x 20.3% Avg. 90-Day 0.5575x 0.6233x 11.8% 180-Day 0.6556x 0.6246x (4.7%) 360-Day 0.7935x 0.6349x (20.0%)
0.20x 50% $20
Mar-17 Jun-17 Sep-17 Dec-17 Apr-18 Jul-18 Oct-18 Feb-19 Dec-18 Dec-18 Jan-19 Feb-19 Feb-19
5
_____________________________________ Source: FactSet as of 3/4/2019.
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Distribution Commentary Pre Investor Day
broker commentary barclays janney jefferies j.p.morgan raymond james UBS wells fargo
“With the challenging macro backdrop and leverage persistently above the Partnership’s 4.0x target, we believe the distribution at current levels is at risk… We revise our Abe price target to $38 (from $42) based on our FY20e DPS of $3.80 and a target yield of 10.0% (vs. 9.0% previously).” – 11/12/2018
“That said, we do believe both our FY19 adjusted EBITDA estimate (which falls within the guidance range) and FY20 estimates are obtainable, and that distributions can meet our 2020 target of $3.82.” – 11/13/18
“On an independent basis, we see no need for Abe to rein in its distribution and find its valuation attractive at present levels” – 11/30/2018
“Historically, distribution cuts were generally driven by severe and permanent deterioration in business leading to capital constrains, stretched balance sheet and absence of alternatives (no help from the parent)… Given none of these are constraints, a distribution cut just to fix coverage would be premature as the weak coverage in the recent past was being driven by weather. Additionally, as indicated, a distribution cut just to fix coverage is rare and could be punitive to equity of both the parent and the MLP.” – 11/30/2018
(No distribution cut projected in model) – 7/27/2018
“Our FY19/FY20 distribution estimates of $3.80/$3.80 per unit yield coverage ratios of 1.04x/1.07x.” – 11/13/18
(No distribution cut projected in model) – 11/12/18
(No distribution cut projected in model) – 11/14/18
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_____________________________________ Source: Wall Street research.
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Post Investor Day Equity Analyst Commentary
broker commentary likely outcome stated
barclays janney jefferies j.p.morgan raymond james UBS wells fargo
“As far as a potential Abe buy-in, we believe this remains a less likely scenario given Ulysses’ historical focus on a 50/50 split between its gas and
LPG businesses, and the fact that an Abe buy-in would more heavily skew the company toward LPG. We also note that Ulysses’``` investor base has traditionally been more heavily weighted toward utilities investors, as evidenced by the stock’s ~80$ weekly correlation with the XLU over the past
IDR Conversion three years (vs. ~10$ correlation between Ulysses/AMZ; Abe is ~20$ correlated with the XLU and ~70% correlated with the AMZ), such that the valuation multiple might compress in a buy-in scenario. Lastly, a buy-in would also likely have tax consequences for legacy Abe unitholders.” –12/4/2018
“That said, with no clarity on the outcome of the distribution or even the MLP structure (and the market’s negative reaction to the aforementioned uncertainty), we expect the shares to trade at a higher yield until a decision on the aforementioned items is communicated.” – 12/13/2018
NA
“In terms of valuation, the units are currently yielding just over 12%, which appears to be pricing in some level of distribution cut. That may ultimately happen; then again it may not, particularly if the company hits its guidance range for the year.” – 2/7/2019
“Given the Abe attributes noted previously (its improving financial position, lack of external pressure for a cut, etc.), the fact that a vote would likely be required as Ulysses’s LP ownership is only 26%, and the fact that units violently reacted to sell-side reports calling for a sharp distribution cut given the strategic review announced at the Investor Day, we believe any Committee negotiation would advocate for a pre-Investor Day comparison of relative equity values” – 1/7/2019
“Abe units fell >30% in the month following its Dec. 4th Investor Day as it was bumped from the Alerian MLP Index and several analysts have Buy-In called for a distribution cut” “We believe the ‘distribution cut’ narrative is misguided, that a roll-up of Abe by Ulysses would satisfy the same goals in a much more elegant and productive manner, and a uniquely compelling buying opportunity in Abe units now exists.” – 1/7/2019
“While not as immediately EPS accretive as we had previously believed, [a transaction] remains accretive and, importantly, our analysis assumes cash savings are used for debt repayment instead of reinvestment at historic Ulysses ROIC levels…” – 2/5/2019
(No distribution cut projected in model but increased discount rate to reflect greater distribution cut risk) – 1/14/2019
NA
“Abe has been under pressure since its analyst day in part due to a lack of resolution to its IDR structure… Further, we continue to believe that the outcome of the IDR structure review will result in an IDR conversion to units vs. a roll up given our view that Ulysses will want to continue to IDR Conversion be classified as a Utility vs. propane distributor (Abe and Europe).” – 12/13/2018
“We’re modeling a 55% reduction in the annualized FQ2’19 distribution/unit to $1.71, which should improve leverage and distribution coverage to
4.0x and 2.6x, respectively, in FY’20… We believe a distribution cut is prudent as it would improve debt metrics, build distribution coverage, and address the dislocated equity yield. – 12/10/2018
Distribution Cut
“We believe that a distribution cut remains a possibility and assume a 45% reduction (vs. 55% previously) in our model…We maintain our Market Perform rating as the uncertainty of what action Abe will undertake will likely continue to weigh on valuation, in our view.” – 2/6/2019
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_____________________________________ Source: Wall Street research.
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Jefferies – Evolution of Research Commentary
Pre Investor Day Post Investor Day Merger Commentary Distribution Commentary
Theme: A buy-in is an attractive option
Theme: A buy-in is the more attractive option
November 30, 2018 (After FQ4)
“However, given the >50% outperformance of Ulysses shares vs. Abe units since the January 7, 2019 (Before FQ1) last Investor Day (Dec. 2016), we also believe there is the potential for a roll-up “Given the Abe attributes noted previously (its improving financial position, announcement as Ulysses could acquire Abe via an all-equity transaction at a lack of external pressure for a cut, etc.), the fact that a vote would likely be meaningful premium (>20%) to respective 30-day VWAPs and still achieve mid-single required as Ulysses’ LP ownership is only 26%, and the fact that units violently digit EPS accretion in each of our F19-F23 forecast periods. Such a move would also reacted to sell-side reports calling for a sharp distribution cut given the sharply rein in cash distributions, greatly enhancing Abe’s credit profile over strategic review announced at the Investor Day, we believe any Committee time” negotiation would advocate for a pre-Investor Day comparison of relative equity values” “it is important to note that we believe Abe is capable of remaining a viable
independent entity.” “However, we believe a sharp Abe distribution cut is a simplistic and incorrect
reading of the situation and a roll-up of Abe by Ulysses, as outlined in our
“Finally, while some analysts have suggested Abe needs to curtail is distribution, we Analyst Day preview, presents a more compelling solution for all parties, believe its acquisition is a much more attractive alternative for Ulysses as Abe especially with further unit/share price divergence.” distributions represented ~65% of its total subsidiary cash receipts in F18 and have averaged ~47% of subsidiary dividends over the last three fiscal years. With the “We believe an equity-for-equity roll-up of Abe remains a highly attractive
50% IDR, a reduction in Abe’s distribution would have a pronounced effect on Ulysses option which could accelerate the achievement of projected Abe returns” cash receipts.”
February 5, 2019
December 2, 2018 “While not as immediately EPS accretive as we had previously believed, [a
“[We believe] there is a high likelihood that Ulysses announces an acquisition of transaction] remains accretive and, importantly, our analysis assumes cash the company this week at the Abe/ Ulysses analyst day and even if they don’t, with savings are used for debt repayment instead of reinvestment at historic a 10% distribution yield, a heating season that’s setting up favorably and more Ulysses ROIC levels…” realistic guidance, Abe shares look compelling.”
Theme: A distribution cut is unnecessary, especially given the buy-in is a superior alternative Theme: A distribution cut is unnecessary
January 7, 2019 (Before FQ1)
“Abe units fell >30% in the month following its Dec. 4th Investor Day as it was
November 30, 2018 (After FQ4) bumped from the Alerian MLP Index and several analysts have called for a
“On an independent basis, we see no need for Abe to rein in its distribution and distribution cut; we believe the calls for a cut are misguided and have find its valuation attractive at present levels” created a uniquely compelling opportunity in Abe units” “Historically, distribution cuts were generally driven by severe and permanent
“We believe the ‘distribution cut’ narrative is misguided, that a roll-up of deterioration in business leading to capital constrains, stretched balance sheet and
Abe by Ulysses would satisfy the same goals in a much more elegant and absence of alternatives (no help from the parent)… Given none of these are productive manner, and a uniquely compelling buying opportunity in Abe constraints, a distribution cut just to fix coverage would be premature as the weak units now exists.” coverage in the recent past was being driven by weather. Additionally, as indicated, a distribution cut just to fix coverage is rare and could be punitive to equity of
February 5, 2019 both the parent and the MLP.”
“[We] reiterate our view that a severe distribution cut (advocated by others) is not warranted and a privatization of Abe by Ulysses offers a much more compelling option”
8
Source: Equity research reports published on or after August 1, 2018.
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Wells Fargo—Evolution of Research Commentary
Pre Investor Day Post Investor Day Merger Commentary Distribution Commentary
Theme: A buy-in is a sensible option
December 5, 2018
“The Abe and Ulysses (GP sponsor)‘s boards are currently assessing various options to improve the partnership’s balance sheet long-term. This includes the potential for: (1) the elimination/buy-in of the incentive distribution rights (IDRs), (2) a rollup of Abe into Ulysses, (3) a distribution cut at
Abe and (4) the exercise of the standby equity commitment agreement between Abe and Ulysses. Management plans to provide the market an update after its review, which will occur over the next 120 days.
“Management noted potential synergies with Ulysses International including supply (propane)
procurement. Approximately 20% of Ulysses International’s supplies are imported from the U.S. N/A
Management has been assessing its portfolio of suppliers/contracts in an effort to optimize how it sources propane.”
December 10, 2018
“Management noted that it is exploring all options including Ulysses buying in Abe. We believe this could make strategic sense given the potential synergies between the partnership and Ulysses International (the company’s European LPG distribution segment). This is also a likely outcome if management concludes that the MLP is no longer a viable funding vehicle for its domestic propane business. If improving Abe’s near-term financial position is the priority, then just eliminating the IDRs or exercising the SECA (absent the GP providing a subsidy) would not achieve this goal, in our view. We estimate that leverage would still be elevated under these two scenarios.”
Theme: WF forecasts a distribution cut (initially a 55% cut, later revised to 45%)
December 10, 2018
“We’re modeling a 55% reduction in the annualized FQ2’19 distribution/unit to $1.71, which should improve leverage and distribution coverage to 4.0x and 2.6x, respectively, in FY’20.”
“We believe a distribution cut is prudent as it would improve debt metrics, build distribution
November 14, 2018 (After FQ4) coverage, and address the dislocated equity yield. (i.e., current yield is 11.9%). Although NOAA
(No distribution cut projected in model) currently expects the 2019 heating season to be 3% cooler than 2018, it is forecasting weather to still be 3% warmer than normal.”
February 6, 2019 (After FQ1)
“We believe that a distribution cut remains a possibility and assume a 45% reduction (vs. 55% previously) in our model…We maintain our Market Perform rating as the uncertainty of what action Abe will undertake will likely continue to weigh on valuation, in our view.”
9
Source: Equity research reports published on or after August 1, 2018.
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Challenges Facing Abe Partners
2019E Coverage Net Debt / 2019E EBITDA
2.36x
5.8x 5.0x 5.3x 5.0x 4.7x 4.8x
Average: 4.5x 4.5x 4.6x
1.62x 1.60x 4.4x 4.4x 4.4x 4.5x 1.51x 4.1x 4.2x 1.44x 3.7x 3.9x 4.0x 4.0x
1.31x 1.30x 1.23x Average: 1.28x
1.20x 1.20x 1.19x
1.08x 1.06x
1.03x 1.00x 0.99x
0.96x 0.93x
SPB NGL TCP KNOP GEL GLP SPH BPL GMLP SUN NS PBFX USAC MMLP SMLP Abe HEP GLOP PBFX SPB SMLP HEP NGL MMLP USAC GMLP SPH Abe NS TCP SUN GLOP GEL KNOP BPL GLP
Yearly Heating Degree Days(1) EBITDA Expectations & Delivery
$708 $700 $700 $700 $700
15-Yr Average: 3,648 $690 $690 $666 $680 $675 $655 $670 $660 $660 $663 $650 $645 $618 $635
$605
4,065 $570
3,743 3,794 3,710 3,824 3,892 3,885 3,673 3,840 3,737 $566 3,565 3,595 3,586 3,182 3,183 3,190 $538 $536
03 - 04 - 05 - 06 - 07 - 08 - 09 - 10 - 11 - 12 - 13 - 14 - 15 - 16 - 17 - 18 - 2014 2015 2016 2017 2018
04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19E WS Estimate Actual Actual WS Mean Mgmt. Guidance Internal Range Outperform Underperform Estimate Range(2) Budget
Source: Company filings, NOAA, FactSet as of 3/4/2019. 10 (1) Represents sum of population-weighted daily heating degree days in the continental U.S. across October 1st – March 31st heating season each year.
(2) Uses guidance provided in FQ4 immediately prior to the guidance year.
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Pre Investor Day Abe Wall Street Research Overview
Equity Analyst Price Targets(1) ($/sh) Analyst Recommendation Summary (Last Twelve Months)
10 9 10 10 10 10 9 9 9 9 9 8
12/3/2018 Price: $36.67 Median Price Target: $39.00 52-Week High: $48.37 100% $46
10% 10% 10% 11% 11%
20% 22% 20% 22% 22% 22%
80% 38%
Barclays: 11-12-18 $38.00 $42 60% 60% 60% 56% 70% 50% 67% 44% 44% 44% 60% 56% $38 38%
% of Ratings
40%
Janney Montgomery Scott: 11-13-18 $48.00 $34 20% 33% 33% 33% 33%
Price Target
30% 30% 30% 25% 20% 22% 20% 22%
Jefferies: 11-29-18 $40.00 0% $30 Dec-17 Feb-18 Apr-18 Jun-18 Aug-18 Oct-18
Buy Hold Sell Target Price # of Analysts
Price vs. Target History
Morningstar Equity Research: 11-13-18 $41.00
% of Target Price Target
$55 120%
Restricted: 11-13-18 $38.00 $50
90% $45
$40 60%
UBS: 11-12-18 $37.00 $35 $30
30% $25
Wells Fargo Securities: 11-14-18 $39.00
$20 0% Jan-14 Nov-14 Aug-15 Jun-16 Apr-17 Feb-18 Dec-18
Source: FactSet as of 12/3/2018. 11
(1) Excludes brokers without price targets. Median price target shown above reflects median of individual broker estimates.
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Current Abe Wall Street Research Overview
Equity Analyst Price Targets(1) ($/sh) Analyst Recommendation Summary (Last Twelve Months)
9 10 10 10 10 9 9 9 9 9 8 8
Current Price: $27.53 Median Price Target: $35.00 52-Week High: $43.79
100% 10% $46
10% 11% 11%
20% 22% 22% 22% 22% 22%
80% 38% 38% $42
Barclays: 2-6-19 $30.00
60% 60% 60% 56% 50% 67% 44% 44% 44% 44% 56% $38 38% 38%
% of Ratings
40%
Price Target
Janney Montgomery Scott: 2-6-19 $35.00 $34 20% 33% 33% 33% 33% 33% 30% 30% 30% 25% 25% 22% 22%
0% $30 Mar-18 May-18 Jul-18 Sep-18 Nov-18 Jan-19
Jefferies: 2-6-19 $40.00 Buy Hold Sell Target Price # of Analysts
Price vs. Target History
% of Target Price Target
Restricted: 1-14-19 $35.00 $55 120% $50 90% $45
UBS: 2-25-19 $31.00 $40 60% $35 $30 30% $25
Wells Fargo Securities: 2-6-19 $35.00
$20 0% Apr-14 Jan-15 Nov-15 Sep-16 Jul-17 May-18 Feb-19
Source: FactSet as of 3/4/2019. 12
(1) Excludes brokers without price targets. Median price target shown above reflects median of individual broker estimates.
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II. Management Projections Overview
13
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Abe Revised Budget Case
(USD in millions, except per share data)
EBITDA DCF
Revised Budget Historical Weather Case
Historical Historical Weather Case
Capital Investment Case Revised Budget Capital Investment Case Historical DCF $720
Abe ’19-’23 CAGR: $4.16
1.7% $688 $3.96 $4.00 $3.87 $665 $3.79 $3.77 $3.71 $659 $3.71 $3.92 $3.95 $3.88 $670 $3.82 $619 $661 $3.77 $633 $652 $3.71 $606 $643 $3.32 $3.33 $3.53 $3.58 $3.59 $3.59 $625 $624 $615 $606 $551 $597 $543 2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E
Revised Budget 1.15x 1.05x 0.89x 0.88x 0.98x 0.99x 1.01x 1.02x 1.03x 1.04x
Coverage
Historical Weather 1.15x 1.05x 0.89x 0.88x 0.98x 0.99x 0.93x 0.94x 0.94x 0.94x
2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Case Coverage
Capital Investment 1.15x 1.05x 0.89x 0.88x 0.98x 0.99x 0.98x 1.02x 1.05x 1.10x
Case Coverage
DCF and Distributions with Coverage/Leverage Targets
1.2x 2019E Coverage, Flat Distribution Thereafter Subject to 4.0x Leverage
Revised Budget Historical Weather Capital Investment
DCF Targete d Dist. DCF Targeted Dist. DCF Targeted Dist.
$4.08 $4.03 $4.27 $3.96 $3.80 $3.78 $3.86 $3.75 $4.08 $3.80 $3.78 $3.71 $3.71 $3.67 $3.92 $3.71 $3.60 $3.77 $3.72 $3.56 $3.40 $3.36 $3.40 $3.15 $3.15 $3.15 $3.15 $3.15 $3.15 $3.15 $3.15 $3.14 $3.14 $3.14
2018A 2019E 2020E 2021E 2022E 2023E 2018A 2019E 2020E 2021E 2022E 2023E 2018A 2019E 2020E 2021E 2022E 2023E
0.98x 1.20x 1.23x 1.26x 1.20x 1.20x 0.98x 1.20x 1.14x 1.17x 1.18x 1.19x 0.98x 1.20x 1.19x 1.25x 1.20x 1.20x
14
___________________________________ Source: Management.
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Subject to Further Review & Revision
Ulysses Management Projections Abe Revised Budget Case
(USD in millions, except per share data)
EBITDA Adjusted EPS(1)
Ulysses ‘19-’22
Historical Ulysses Utilities Wall Street Consensus Management Historical
CAGR: 4.3%
Abe Propane Ulysses International
Midstream & Marketing Corporate and other $1,903 $3.70
Misc. Income WSC $1,808 $3.44 $1,697 $1,611 $3.13 $1,520 $312 $2.90 $1,389 $1,421 $283 $1,369 $242 $2.74 $1,209 $227 $3.34 $491 $3.20 $432 $465 $2.29 $3.05 $412 $2.02 $2.01 $2.05 $2.74 $2.68 $652 $661 $625 $643
$319 $350 $389 $420
-$13 -$10 -$10 -$11
2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E
WSC $1,335 $1,629 $1,704 $1,728 2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E
Dividends Per Share CapEx
DPS Maintanence & Growth Capex Acquisitions $1.30 $1.25 $1.20 $1.10 $1.02 $923 $0.98 $0.89 $0.93 $844 $782 $753 $775$ 15 $15 $725 $719 $0.71 $666 $10 $448 $61 $102 $187 $474 $37 $829 $624 $753 $709 $760 $475 $605 $594 $436
2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E
Ending Cash $436 $439 $518 $568 $462 $475 $611 $781 $930 2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E
Balance
Source: Management and Wall Street consensus estimates. 15 (1) Adjustments to GAAP EPS include losses/gains on commodity derivatives and foreign currency derivatives, extinguishments of debt and associated costs, gains and expenses associated with acquisitions, impairment of tradenames and trademarks, and changes in tax law.
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PF Ulysses Management Projections
Abe Revised Budget Case
(USD in millions, except per share data)
EBITDA Adjusted EPS(1)
Ulysses ’19-’22
Historical Ulysses Utilities CAGR: 7.3% Management Historical Abe Propane Ulysses International
Midstream & Marketing Corporate and other $3.81 Misc. Income Incremental Acquisitions $1,860 $1,991 $3.52 Synergies $1,717 47 83 $3.20 $1,613 $1,520 15 312 $2.94 $1,389 $1,421 283 $1,369 242 $2.74 $1,209 227 491 432 465 $2.29 412 $2.02 $2.01 $2.05
652 661 625 643
319 350 389 420
2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E
2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E
Dividends Per Share CapEx
DPS Maintanence & Growth Capex Acquisitions $1.30 $1,112 $1.25 $1.20 $1.10 $1,013 $1.02 $923 $0.98 $283 $0.89 $0.93 $833 $253 $782 $753 $0.71 $725 $666 $124 $448 $61 $102 $187 $474 $37 $829 $624 $753 $709 $760 $475 $605 $594 $436
2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E
Ending Cash $436 $439 $518 $568 $462 $475 $611 $781 $930
Balance 2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E
Source: Management and Wall Street consensus estimates.
Note: Each outstanding public Abe common unit exchanged for 0.5000x Ulysses shares and $6.80 / per unit cash consideration. 16 (1) Adjustments to GAAP EPS include losses/gains on commodity derivatives and foreign currency derivatives, extinguishments of debt and associated costs, gains and expenses associated with acquisitions, impairment of tradenames and trademarks, and changes in tax law.
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III. Abe Financial Analysis
17
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Selected Publicly Traded Company Metrics
(USD in millions, except per share data)
A B C D E F G H I J K L M N O P
Low Growth MLPs(1) Enterprise Value / EBITDA Price / DCF/Unit Distribution Yield Distribution Metrics Debt Metrics
Unit (Share) Total Equity Enterprise Distribution CAGR 2019E Net Debt / S&P Credit Company Name Price Market Value Value 2018A 2019E 2020E 2018A 2019E 2020E Current 2019E 2019E to 2022E Coverage(2) 2019E EBITDA Rating Buckeye Partners LP $33.00 $5,130 $9,886 9.8x 11.0x 10.4x 8.0x 8.9x 8.2x 9.1% 9.1% 4.5% 1.23x 5.3x BBB-
GasLog Partners LP 22.26 1,081 2,723 11.7x 10.0x 9.7x 6.1x 10.7x 11.3x 9.9% 9.9% 4.5% 0.93x 4.8x NA Genesis Energy LP 21.71 2,669 6,879 NA 9.9x 9.4x NA 6.9x 5.9x 10.1% 10.1% 0.0% 1.44x 5.0x B+ Global Partners LP 18.66 667 2,040 NA 9.0x 8.8x NA 7.2x NA 10.2% 10.2% 0.0% 1.31x 5.8x B+ Golar LNG Partners LP 12.27 940 2,164 8.3x 8.3x 8.3x 6.5x 4.5x 4.2x 13.2% 13.2% 0.1% 1.20x 4.4x NA Holly Energy Partners LP 29.10 3,074 4,628 13.3x 12.9x 12.4x 11.3x 10.8x 10.6x 9.2% 9.3% 1.0% 0.96x 4.0x Ba3 KNOT Offshore Partners LP 18.16 604 1,743 NA 8.3x 8.0x NA 6.7x 6.9x 11.5% 11.5% 0.0% 1.51x 5.0x NA Martin Midstream Partners LP 13.03 527 1,188 9.6x 7.5x 7.1x 9.7x 6.0x 6.4x 15.3% 15.3% 0.0% 1.03x 4.2x B NGL Energy Partners LP 13.13 1,666 4,128 10.1x 8.2x 7.5x 8.3x 5.9x 5.9x 11.9% 11.9% 2.7% 1.62x 4.1x B+ NuStar Energy LP 26.18 3,451 7,882 NA 11.5x 10.7x NA 9.2x 8.1x 9.2% 9.2% 0.0% 1.19x 4.5x BB PBF Logistics LP 21.71 1,217 2,048 11.8x 11.6x 10.5x 9.9x 9.4x 8.7x 9.2% 9.5% 2.4% 1.08x 3.7x NA Summit Midstream Partners LP 10.17 845 2,435 8.3x 7.6x 7.2x NA NA 4.2x 22.6% 11.3% 0.0% 1.00x 4.0x BB-Sunoco LP 29.98 3,201 6,153 9.6x 9.8x 9.6x 6.8x 8.1x 8.1x 11.0% 11.0% 0.0% 1.20x 4.7x BB-TC PipeLines LP 32.66 2,438 4,631 8.8x 10.3x 10.2x 10.4x 6.6x 6.7x 8.0% 8.0% 0.0% 1.60x 4.6x BBB-USA Compression Partners LP 16.09 1,574 3,826 11.9x 9.4x 8.7x 6.9x 7.1x 6.9x 13.1% 13.1% 0.0% 1.06x 4.4x B+
Low $527 $1,188 8.3x 7.5x 7.1x 6.1x 4.5x 4.2x 8.0% 8.0% 0.0% 0.93x 3.7x Mean $1,939 $4,157 10.3x 9.7x 9.2x 8.4x 7.7x 7.3x 11.6% 10.8% 1.0% 1.22x 4.6x Median $1,574 $3,826 9.8x 9.8x 9.4x 8.1x 7.1x 6.9x 10.2% 10.2% 0.0% 1.20x 4.5x High $5,130 $9,886 13.3x 12.9x 12.4x 11.3x 10.8x 11.3x 22.6% 15.3% 4.5% 1.62x 5.8x
Propane Distributors(4)
Ferrellgas Partners LP $1.56 $152 $2,162 8.9x 9.0x 8.6x NM NM NM NM NM NA NA 8.4x CCC
Suburban Propane Partners LP 21.47 1,345 2,619 9.3x 9.1x 9.0x 6.7x 6.8x 6.5x 11.2% 11.2% 5.1% 1.30x 4.4x BB-
Superior Plus Corporation(3) 8.67 1,534 2,932 10.4x 8.2x 7.9x 6.0x 6.8x 6.4x 6.2% 6.3% 0.0% 2.36x 3.9x BB
Low $152 $2,162 8.9x 8.2x 7.9x 6.0x 6.8x 6.4x 6.2% 6.3% 0.0% 1.30x 3.9x Mean $1,010 $2,571 9.5x 8.8x 8.5x 6.4x 6.8x 6.5x 8.7% 8.7% 2.6% 1.83x 5.6x Median $1,345 $2,619 9.3x 9.0x 8.6x 6.4x 6.8x 6.5x 8.7% 8.7% 2.6% 1.83x 4.4x High $1,534 $2,932 10.4x 9.1x 9.0x 6.7x 6.8x 6.5x 11.2% 11.2% 5.1% 2.36x 8.4x
Abe Partners, L.P. (WS) $27.53 $2,940 $5,818 9.6x 9.2x 9.0x 7.3x 7.1x 7.0x 13.8% 13.8% (4.5%) 1.03x 4.5x NA Abe Partners, L.P. (Revised Budget) 9.6x 9.3x 9.1x 7.3x 7.3x 7.2x 13.8% 13.8% 0.0% 0.99x 4.5x NA At Current Proposal (WS Estimates) $34.25 $3,210 $6,448 10.6x 10.1x 10.0x 9.1x 8.9x 8.7x 11.1% 11.1% 0.0% 1.03x 4.5x NA At Current Proposal (Revised Budget) $34.25 $3,210 $6,448 10.6x 10.3x 10.0x 9.1x 9.1x 9.0x 11.1% 11.1% 0.0% 0.99x 4.5x NA
Source: Company forecasts & filings, investor presentations, Wall Street research and estimates as compiled by FactSet as of 3/4/2019. (1) Low growth group defined as MLPs below 5% 2019E-2022E distribution CAGR and with enterprise value between $1.0 BB and $10 BB.
(2) Coverage defined as distributable cash flow divided by total distributions to GP and LP. 18 (3) Uses exchange rate of 0.7506 USD per CAD.
(4) Propane distributor Equity Value / DCF and Yield metrics exclude Ferrellgas from group median.
TUDORPICKERING HOLT&CO
ENERGY INVESTMENT & MERCHANT BANKING

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Propane Precedent Transactions Analysis
A B C D E F G H I
Date Transaction EBITDA EBITDA Purchase Price / Purchase Price / Buyer Seller Asset Announced Value ($MM) LTM FY1/NTM LTM EBITDA NTM EBITDA
5/30/2018 Superior Plus Corporation NGL Energy Partners LP Retail Propane Operations 900 85 84 10.5x(1) 10.7x 11/7/2017 DCC LPG NGL Energy Partners LP Retail West 200 25 28 8.0x 7.1x
7/24/2017 SHV Energy American Midstream Partners Pinnacle Propane 170 24 19 7.0x 9.0x 2/13/2017 Superior Plus Corporation Gibson Energy Canwest Propane 412 38 33 10.8x 12.3x 6/23/2016 World Fuel Services PAPCO, Associated Petroleum Products Misc. Fuel Services 230 NA 38 NA 6.0x 5/19/2015 DCC LPG Shell Butagaz 517 139 136 3.7x 3.8x 7/2/2014 UGI Corp. Total SA Totalgaz SNC 580 NA 95 NA 6.1x 4/26/2012 Suburban Propane Partners Inergy Retail Propane Assets 1,800 197 NA 9.1x NA 10/17/2011 AmeriGas Partners, L.P. Energy Transfer Partners Heritage Propane Operations 2,890 253 325 11.4x 8.9x 1/4/2010 Inergy Sterling Partners Liberty Propane 223 NA 36 NA 6.2x 11/18/2004 Inergy Star Gas Partners LP Star Gas Propane 475 49 50 9.6x 9.5x 4/20/2004 Ferrellgas Blue Rhino - 343 34 44 10.0x 7.8x 12/23/2003 Suburban Propane Partners Agway Energy - 206 41 34 5.0x 6.0x 11/7/2003 Energy Transfer Company Ltd. Heritage Propane Partners - 980 90 119 10.9x 8.3x 1/31/2001 AmeriGas Partners, L.P. NiSource Columbia Propane 216 NA NA NA NA
Low $170 $24 $19 3.7x 3.8x Mean $676 $89 $80 8.7x 7.8x Median $412 $49 $44 9.6x 7.8x High $2,890 $253 $325 11.4x 12.3x
>$1B Mean $2,345 $225 $325 10.3x 8.9x
>$1B Median $2,345 $225 $325 10.3x 8.9x
Current Ulysses Proposal
Ulysses Abe $6,448 $606 $625 10.6x 10.3x (0.6239x All-In XR)
19 Source: Company filings, Wall Street research, IHS Market.
(1) Transaction multiple before acquisition synergies; 8.2x synergy adjusted multiple.
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ENERGY INVESTMENT & MERCHANT BANKING

PRELIMINARY CONFIDENTIAL DRAFT Abe DCF Analysis Subject to Further Review & Revision
Abe Revised Budget Case | Valuation Effective Date: 3/31/2019 Abe Current Unit Price: $27.53
Implied Proposal Value: $34.25
Discounted Levered DCF Analysis Discounted Levered DCF Analysis
Abe Levered LP DCF | $3.80 Annual Dist. Policy Abe Levered LP DCF | Targeted Leverage & Coverage Policy
2023E DCF Multiple
Discount Rate
2023E Distribution Yield
Discount Rate
2023E DCF Multiple
Discount Rate
2023E Distribution Yield
Discount Rate
6.0x 8.0x 10.0x 6.0x 8.0x 10.0x
8.0% $29.91 $35.94 $41.97 8.0% $30.75 $36.99 $43.23 10.0% $28.43 $34.08 $39.73 10.0% $29.22 $35.07 $40.92 12.0% $27.05 $32.36 $37.67 12.0% $27.80 $33.29 $38.79
Discounted Distribution Analysis Discounted Distribution Analysis
Abe LP Distributions | $3.80 Annual Dist. Policy Abe LP Distributions | Targeted Leverage & Coverage Policy
13.0% 10.5% 8.0% 13.0% 10.5% 8.0%
8.0% $33.99 $39.30 $47.94 8.0% $29.81 $34.57 $42.30
10.0% $32.24 $37.23 $45.33 10.0% $28.27 $32.73 $39.98
12.0% $30.63 $35.31 $42.92 12.0% $26.84 $31.03 $37.84
PV of Future Unit Price Analysis PV of Future Unit Price Analysis
Abe LP Distributions | $3.80 Annual Dist. Policy Yield Abe LP Distributions | Targeted Leverage & Coverage Policy Yield $47.14 $46.48 $45.88 $45.33 8.0% $40.07 $39.98 8.0% $39.09 $38.54 $36.36 $36.68 $36.97 $37.23 $31.48 $32.24 10.5% $32.19 $32.73 10.5% $29.73 $30.65 $30.15 $30.41
13.0% 13.0% $27.53 $27.53 $25.41 $27.35 $28.27
Current $24.65 Current Price Price
2H 2019E 2020E 2021E 2022E 2H 2019E 2020E 2021E 2022E
PV of Future Share Price Assumptions
∎ Management projections ∎ Future share price calculated at FY1 annual distributions divided by yield∎ Valuation date as of 3/31/19∎ Discounted to 3/31/19 at 10% cost of equity
Interim distributions discounted upon receipt to 3/31/19
20
Source: Management projections and Factset as of 3/4/2019.
TUDORPICKERING HOLT&CO ENERGY INVESTMENT & MERCHANT BANKING

PRELIMINARY CONFIDENTIAL DRAFT Abe DCF Analysis Subject to Further Review & Revision
Abe Historical Weather Case | Valuation Effective Date: 3/31/2019 Abe Current Unit Price: $27.53
Implied Proposal Value: $34.25
Discounted Levered DCF Analysis Discounted Levered DCF Analysis
Abe Levered LP DCF | $3.80 Annual Dist. Policy Abe Levered LP DCF | Targeted Leverage & Coverage Policy
2023E DCF Multiple
Discount Rate
2023E Distribution Yield
Discount Rate
2023E DCF Multiple
Discount Rate
2023E Distribution Yield
Discount Rate
6.0x 8.0x 10.0x 6.0x 8.0x 10.0x
8.0% $27.48 $32.96 $38.44 8.0% $28.46 $34.19 $39.91 10.0% $26.13 $31.27 $36.41 10.0% $27.05 $32.42 $37.79 12.0% $24.87 $29.70 $34.52 12.0% $25.75 $30.79 $35.83
Discounted Distribution Analysis Discounted Distribution Analysis
Abe LP Distributions | $3.80 Annual Dist. Policy Abe LP Distributions | Targeted Leverage & Coverage Policy
13.0% 10.5% 8.0% 13.0% 10.5% 8.0%
8.0% $33.99 $39.30 $47.94 8.0% $28.18 $32.59 $39.75
10.0% $32.24 $37.23 $45.33 10.0% $26.74 $30.87 $37.59
12.0% $30.63 $35.31 $42.92 12.0% $25.40 $29.28 $35.59
PV of Future Share Price Analysis PV of Future Share Price Analysis
Abe LP Distributions | $3.80 Annual Dist. Policy Yield Abe LP Distributions | Targeted Leverage & Coverage Policy Yield $47.14 $46.48 $45.88 $45.33
8.0% 8.0% $39.09 $38.54 $38.04 $37.59 $36.36 $36.68 $36.97 $37.23 $31.48 $32.24 10.5% 10.5% $29.73 $30.65 $30.15 $30.41 $30.65 $30.87
13.0% 13.0% $27.53 $27.53 $25.41 $26.10 $26.74
Current $24.65 Current Price Price
2H 2019E 2020E 2021E 2022E 2H 2019E 2020E 2021E 2022E
PV of Future Share Price Assumptions
∎ Management projections ∎ Future share price calculated at FY1 annual distributions divided by yield∎ Valuation date as of 3/31/19∎ Discounted to 3/31/19 at 10% cost of equity
Interim distributions discounted upon receipt to 3/31/19
21 _
Source: Management projections and Factset as of 3/4/2019.
TUDORPICKERING HOLT&CO ENERGY INVESTMENT & MERCHANT BANKING

PRELIMINARY CONFIDENTIAL DRAFT Abe DCF Analysis Subject to Further Review & Revision
Abe Capital Investment Case | Valuation Effective Date: 3/31/2019 Abe Current Unit Price: $27.53
Implied Proposal Value: $34.25
Discounted Levered DCF Analysis Discounted Levered DCF Analysis
Abe Levered LP DCF | $3.80 Annual Dist. Policy Abe Levered LP DCF | Targeted Leverage & Coverage Policy
2023E DCF Multiple
Discount Rate
2023E Distribution Yield
Discount Rate
2023E DCF Multiple
Discount Rate
2023E Distribution Yield
Discount Rate
6.0x 8.0x 10.0x 6.0x 8.0x 10.0x
8.0% $30.86 $37.23 $43.59 8.0% $31.47 $38.00 $44.53 10.0% $29.32 $35.28 $41.25 10.0% $29.89 $36.01 $42.13 12.0% $27.88 $33.48 $39.09 12.0% $28.42 $34.17 $39.92
Discounted Distribution Analysis Discounted Distribution Analysis
Abe LP Distributions | $3.80 Annual Dist. Policy Abe LP Distributions | Targeted Leverage & Coverage Policy
13.0% 10.5% 8.0% 13.0% 10.5% 8.0%
8.0% $33.99 $39.30 $47.94 8.0% $30.74 $35.72 $43.81
10.0% $32.24 $37.23 $45.33 10.0% $29.14 $33.81 $41.39
12.0% $30.63 $35.31 $42.92 12.0% $27.66 $32.04 $39.16
PV of Future Share Price Analysis PV of Future Share Price Analysis
Abe LP Distributions | $3.80 Annual Dist. Policy Yield Abe LP Distributions | Targeted Leverage & Coverage Policy Yield $47.14 $46.48 $45.88 $45.33 $40.46 $41.39
8.0% 8.0% $37.23 $38.95 $38.40 $36.36 $36.68 $36.97 10.5% $33.81 $31.48 $32.24 $32.49 10.5% $29.73 $30.65 $30.04 $30.30
13.0% 13.0% $27.53 $27.58 $27.53 $ 29.14 $25.32
Current $24.56 Current Price Price
2H 2019E 2020E 2021E 2022E 2H 2019E 2020E 2021E 2022E
PV of Future Share Price Assumptions
∎ Management projections ∎ Future share price calculated at FY1 annual distributions divided by yield∎ Valuation date as of 3/31/19∎ Discounted to 3/31/19 at 10% cost of equity
â–¡ Interim distributions discounted upon receipt to 3/31/19
22 Source: Management projections and Factset as of 3/4/2019.
TUDORPICKERING HOLT&CO ENERGY INVESTMENT & MERCHANT BANKING

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
IV. Ulysses Financial Analysis
23

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Selected Publicly Traded Company Metrics
(USD in millions, except per share data)
LDCs EV / EBITDA Price / Earnings Price / CFPS Dividend Metrics Debt Metrics
Share Total Equity Enterprise Payout Dist. CAGR Net Debt / S&P Credit LT EPS Company Name Price Value Value 2019E 2020E 2019E 2020E 2019E 2020E Current 2019E Ratio(2) 19E to ‘21E EBITDA Rating Growth Rate Atmos Energy $99.87 $11,728 $15,195 12.9x 11.6x 23.0x 21.4x 12.9x 11.2x 2.1% 2.1% 56.7% 8.0% 2.9x NA 6.5% Chesapeake Utilities Corporation 92.64 1,530 2,176 14.7x 14.0x 25.3x 24.1x NA NA 1.6% 1.7% 44.1% 10.1% 4.4x NA 7.6% NiSource Inc 26.96 10,091 20,051 12.0x 11.2x 20.6x 19.4x 8.5x 8.2x 3.0% 3.0% 128.1% 6.7% 5.4x BBB+ 6.0% New Jersey Resources Corporation 49.15 4,384 5,849 20.4x (1) 18.6x(1) 24.6x 22.9x 18.2x 15.5x 2.4% 2.4% 80.6% NA 5.1x NA 6.0% Northwest Natural Holding Co. 65.53 1,892 2,778 12.0x 11.4x 26.9x 25.6x 11.2x 11.3x 2.9% 2.9% 55.6% 0.7% 3.8x A+ 4.5% ONE Gas Inc 88.08 4,660 6,235 13.2x 12.4x 25.6x 24.5x 13.0x 12.4x 2.3% 2.3% 65.0% 7.7% 3.3x A 5.0% Spire Inc 79.72 4,393 7,045 13.9x 13.0x 21.4x 20.5x 11.3x 11.1x 3.0% 3.0% 68.0% 5.1% 5.2x A- 3.4% Southwest Gas Holdings Inc 84.79 4,534 6,837 10.2x 9.4x 21.7x 20.1x 9.0x 8.5x 2.6% 2.6% 54.0% 6.4% 3.3x BBB+ 7.0%
C-Corp Midstream EV / EBITDA Price / Earnings Price / DCF/Unit Dividend (Distribution) Metrics Debt Metrics
Unit (Share) Market Enterprise 2019E Dist. CAGR 2019E S&P Credit 19E to ‘22E Company Name Price Value Value 2019E 2020E 2019E 2020E 2019E 2020E Current 2019E Coverage(4) ‘19E to ‘22E EBITDA Rating DCF CAGR Enbridge Inc $35.06 $71,020 $128,180 13.0x 12.0x 18.6x 17.5x 9.7x 9.1x 6.3% 6.4% 1.5x 3.2% 4.9x BBB+ 7.2% Kinder Morgan Inc 19.85 45,195 79,361 10.2x 9.9x 19.6x 18.4x 9.1x 8.4x 4.0% 5.0% 2.2x 14.9% 4.3x BBB 6.9% SemGroup Corporation 15.13 1,380 3,500 7.7x 6.9x NM 47.3x 5.1x 4.8x 12.5% 12.8% 1.5x 3.0% 3.9x B+ 5.2% Targa Resources Corp. 41.57 9,824 16,079 11.6x 9.2x NM 40.6x 11.7x 7.5x 8.8% 8.8% 1.0x 4.4% 3.5x BB 21.6% Tallgrass Energy LP 22.97 6,507 10,213 10.5x 11.4x 13.1x 15.6x 9.3x 9.2x 9.1% 9.4% 1.3x 4.9% 3.3x BBB- 0.3% Williams Companies Inc 27.40 34,128 57,746 11.4x 10.7x 28.1x 25.6x 10.6x 10.0x 5.0% 5.5% 1.7x 9.3% 4.4x BBB 19.4%
Propane Distributors(5) EV / EBITDA Price / Earnings Price / DCF/Unit Dividend (Distribution) Metrics Debt Metrics
Ferrellgas Partners LP $1.56 $152 $2,162 9.0x 8.6x NM NM NM NM NM NM NA NA 8.4x CCC 33.2% Suburban Propane Partners LP 21.47 1,345 2,619 9.1x 9.0x NM NM 6.8x 6.5x 11.2% 11.2% 1.3x 5.1% 4.4x BB- 3.9% Superior Plus Corporation(6) 8.67 1,534 2,932 8.2x 7.9x 18.5x 15.0x 6.8x 6.4x 6.2% 6.3% 2.4x 0.0% 3.9x BB 4.8%
Ulysses Corporation (WS) $54.90 $9,769 $16,082 12.1x 9.9x 20.5x 18.0x 10.2x (3) 8.6x (3) 1.9% 2.0% 47.5% 5.4% 3.3x NA 8.0% Ulysses Corporation (Mgmt.) 10.0x 9.5x 18.8x 17.5x 8.9x (3) 7.6x (3) 1.9% 2.0% 35-45% 4.0% 2.7x NA 6-10%
Source: Company forecasts & filings, investor presentations, Wall Street research and estimates (3) P/CFPS shown for Ulysses. as compiled by FactSet as of 3/4/2019. (4) Coverage defined as distributable cash flow divided by total distributions.
(1) New Jersey Resources Corporation 2019E and 2020E EBITDA multiples are excluded from (5) Propane distributor Equity Value / DCF and Yield metrics exclude Ferrellgas from group summary statistics due to disproportionately high multiples resulting from investment tax median. 24 credit benefits for the company’s solar assets. (6) Uses exchange rate of 0.7506 USD per CAD.
(2) Payout ratio defined as last quarter dividend divided by LTM earnings.

PRELIMINARY CONFIDENTIAL DRAFT
PF Ulysses DCF Analysis | Management Projections Subject to Further Review & Revision
Valuation Effective Date: 3/31/2019
Discounted Unlevered DCF(1,2) Analysis Levered DCF Analysis
Ulysses SQ Dividends Policy
2022E Terminal Multiple
Discount Rate
2022E Price/Earnings Multiple
Discount Rate
8.5x 10.0x 11.5x 19.0x 21.0x 23.0x
4.00% $57.42 $70.15 $82.88 4.50% $67.73 $74.56 $81.39 4.75% $56.06 $68.57 $81.07 5.25% $66.55 $73.26 $79.97 5.50% $54.74 $67.02 $79.31 6.00% $65.41 $72.00 $78.59
PF PV of Future Share Price Analysis(3)
Ulysses SQ Dividends Policy PF Ulysses(4)
Terminal P/E Multiple
Assumptions $79.97 $76.70 ∎ Management projections $72.33 $73.26 19.0x $70.18 ∎ Valuation date as of 3/31/19 $66.55 $66.09 $63.66 ∎ Future share price calculated at FY1 annual earnings per share times terminal P/E multiple $59.85 $54.90 ∎ Discounted 3/31/19 to at 5.25% cost of quity
Interim dividends discounted upon receipt to 3/31/19
Current
∎ Cash consideration of $6.80 per unit added to value of 0.5000x pro Price forma Ulysses shares received by Abe unitholders
2H 2019E 2020E 2021E
Source: Management projections and FactSet as of 3/4/2019. (1) DCF analysis assumes normalized net working capital.
(2) Fully consolidated enterprise value analysis; implied Ulysses share price calculated based on eliminating Abe publicly-owned LP interest at current proposal consideration. 25 (3) Dividend policy assumed same as SQ policy, across all operating scenarios.
(4) Pro forma analysis incorporates EBITDA synergies of $5 MM per year.

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
V. Transaction Analysis
26

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Analysis at Various Exchange Ratios
($ in millions, unless otherwise noted)
a b d e f g h i j k l m n o p
Original Ulysses Ulysses Original Abe Abe Revised Ulysses Second Current Counter Proposal Proposal Proposal Proposal Proposal
Exchange Ratio Consideration (XR) 0.5000x 0.5000x 0.5000x 0.5000x 0.5000x 0.5000x 0.5000x Stock Consideration (Ulysses Share Price x XR) $27.45 $27.45 $27.45 $27.45 $27.45 $27.45 $27.45 Cash Consideration $4.03 $6.32 $6.80 $8.00 $9.00 $10.00 $13.94 Exchange Ratio (At Current Ulysses Sh. Price of $54.90) 0.5734x 0.6151x 0.6239x 0.6457x 0.6639x 0.6821x 0.7539x
Implied Abe Unit Price $31.48 $33.77 $34.25 $35.45 $36.45 $37.45 $41.39 Premium to Implied Abe Unit Price (Ulysses Share Price x XR + Cash) 14.3% 22.7% 24.4% 28.8% 32.4% 36.0% 50.3% Fully Diluted Abe Units Outstanding 93.7 93.7 93.7 93.7 93.7 93.7 93.7 Implied Fully-Diluted Abe Equity Value $2,950 $3,165 $3,210 $3,322 $3,416 $3,510 $3,879 Net Debt 2,846 2,846 2,846 2,846 2,846 2,846 2,846
GP Equity Value(1) 360 360 360 360 360 360 360
Non-Controlling Interest 32 32 32 32 32 32 32
Implied Abe Enterprise Value(1) $6,189 $6,403 $6,448 $6,561 $6,654 $6,748 $7,117
Comparable Metrics
Propane Propane Propane Propane Abe Low-Growth Low-Growth Distributor Distributor Transaction Transaction Multiples: abe Statistic MLP Median MLP Mean Median(3) Mean(3) Median Mean
EV / EBITDA
2018A $606 10.2x 10.6x 10.6x 10.8x 11.0x 11.1x 11.8x 9.8x 10.3x 9.3x 9.5x 9.6x 8.7x 2019E $636 9.7x 10.1x 10.1x 10.3x 10.5x 10.6x 11.2x 9.8x 9.7x 9.0x 8.8x 7.5x 7.7x 2020E $644 9.6x 9.9x 10.0x 10.2x 10.3x 10.5x 11.1x 9.4x 9.2x 8.6x 8.5x
abe ws Consensus case P / LP DCF(2)
WS 2018A $348 8.5x 9.1x 9.2x 9.6x 9.8x 10.1x 11.2x 8.1x 8.4x 6.4x 6.4x 2019E $361 8.2x 8.8x 8.9x 9.2x 9.5x 9.7x 10.7x 7.1x 7.7x 6.8x 6.8x Abe 2020E $367 8.0x 8.6x 8.7x 9.0x 9.3x 9.6x 10.6x 6.9x 7.3x 6.5x 6.5x
Propane Propane Propane Propane Abe Low-Growth Low-Growth Distributor Distributor Transaction Transaction Multiples: abe Statistic MLP Median MLP Mean Median(3) Mean(3) Median Mean
EV / EBITDA
2018A $606 10.2x 10.6x 10.6x 10.8x 11.0x 11.1x 11.8x 9.8x 10.3x 9.3x 9.5x 9.6x 8.7x 2019E $625 9.9x 10.2x 10.3x 10.5x 10.6x 10.8x 11.4x 9.8x 9.7x 9.0x 8.8x 7.5x 7.7x 2020E $643 9.6x 10.0x 10.0x 10.2x 10.4x 10.5x 11.1x 9.4x 9.2x 8.6x 8.5x
Revised P / LP DCF(2) abe revised Budget
Abe 2018A $348 8.5x 9.1x 9.2x 9.6x 9.8x 10.1x 11.2x 8.1x 8.4x 6.4x 6.4x 2019E $353 8.4x 9.0x 9.1x 9.4x 9.7x 9.9x 11.0x 7.1x 7.7x 6.8x 6.8x 2020E $358 8.2x 8.8x 9.0x 9.3x 9.5x 9.8x 10.8x 6.9x 7.3x 6.5x 6.5x
Source: Company filings, and FactSet as for 3/4/2019.
(1) GP / IDR value estimated by taking current GP/IDR distributions capitalized by Abe’s current yield. 27
(2) DCF attributable to LP unitholders.
(3) Propane distributor Equity Value / DCF and Yield metrics exclude Ferrellgas from group median.
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PRELIMINARY CONFIDENTIAL DRAFT
Has / Gets Analysis | Abe Revised Budget Case Subject to Further Review & Revision
Abe Pre – Unitholder Tax | Valuation Effective Date: 3/31/2019 $3.80 Annual Dist.
Targeted Coverage Policy
Stand Alone Abe Implied Unit Price XR-Adj. PF Ulysses Implied Share Price | (0.5000x + $6.80 Cash)(1) $3.80 Distribution Discounted Cash Flow | Unlevered FCF(2) | Discounted at WACC
6.0x 8.0x 10.0x 8.0% $29.91 $35.94 $41.97
Discounted Levered DCF Analysis 2022E Terminal Multiple
10.0% $28.43 $34.08 $39.73
12.0% $27.05 $32.36 $37.67 8.5x 10.0x 11.5x
Target Coverage Distribution 4.00% $35.51 $41.87 $48.24
4.75% $34.83 $41.08 $47.34
6.0x 8.0x 10.0x c o D is 8.0% $30.75 $36.99 $43.23 5.50% $34.17 $40.31 $46.45
10.0% $29.22 $35.07 $40.92 12.0% $27.80 $33.29 $38.79
$3.80 Discounted Discounted Distribution Analysis
Levered DCF Analysis(3)
13.0% 10.5% 8.0%
2022E Price/Earnings Multiple
8.0% $33.99 $39.30 $47.94
10.0% $32.24 $37.23 $45.33
19.00x 21.00x 23.00x 12.0% $30.63 $35.31 $42.92
4.50% $40.66 $44.08 $47.50
Target Coverage Distribution
5.25% $40.08 $43.43 $46.79
13.0% 10.5% 8.0% 6.00% $39.50 $42.80 $46.10 8.0% $29.81 $34.57 $42.30
Discounted rate Discounted rate Discounted rate Discounted rate Discounted rate Discounted rate Discounted rate Discounted rate
10.0% $28.27 $32.73 $39.98 12.0% $26.84 $31.03 $37.84
2023E Distribution Yield 2023E Distribution Yield 2023E DCF Multiple 2023E DCF Multiple
Source: Management projections and FactSet as of 3/4/2019. Note: Pro forma dividend savings from elimination of Abe distribution payout are used to fund 100%-equity acquisitions at a 7.5x EV/EBITDA multiple.
(1) Implied XR at 0.5000x equity XR and cash consideration of $6.80 / unit. Cash consideration added to implied share price at 0.5000x XR. 28 (2) Unlevered free cash flow defined as PF Ulysses EBITDA less cash taxes and capital expenditures.
(3) Levered DCF analysis calculated by discounting interim dividends and implied terminal equity value based on a P/E multiple applied to 2022E EPS.TUDORPICKERING HOLT&CO energy investment & merchant banking

PRELIMINARY CONFIDENTIAL DRAFT
Has / Gets Analysis | Abe Historical Weather Case Subject to Further Review & Revision
Abe Pre – Unitholder Tax | Valuation Effective Date: 3/31/2019 $3.80 Annual Dist.
Targeted Coverage Policy
Stand Alone Abe Implied Unit Price XR-Adj. PF Ulysses Implied Share Price | (0.5000x + $6.80 Cash)(1) $3.80 Distribution Discounted Cash Flow | Unlevered FCF(2) | Discounted at WACC
2023E DCF Multiple
Discount Rate
2023E Distribution Yield
Discount Rate
6.0x 8.0x 10.0x
Analysis 8.0% $27.48 $32.96 $38.44 2022E Terminal Multiple
10.0% $26.13 $31.27 $36.41
DCF
12.0% $24.87 $29.70 $34.52 8.5x 10.0x 11.5x
Target Coverage Distribution te 4.00% $34.48 $40.70 $46.92
Levered R a
t n u 4.75% $33.82 $39.93 $46.04 c o
6.0x 8.0x 10.0x
D is
8.0% $28.46 $34.19 $39.91 5.50% $33.17 $39.18 $45.18
Discounted
10.0% $27.05 $32.42 $37.79 12.0% $25.75 $30.79 $35.83
$3.80 Distribution
Levered DCF Analysis(3)
13.0% 10.5% 8.0%
2022E Price/Earnings Multiple
Analysis 8.0% $33.99 $39.30 $47.94 10.0% $32.24 $37.23 $45.33 19.00x 21.00x 23.00x 12.0% $30.63 $35.31 $42.92
4.50% $39.47 $42.76 $46.05
Target Coverage Distribution Rate
Distribution t
5.25% $38.90 $42.13 $45.36
oun Dis c
13.0% 10.5% 8.0% 6.00% $38.35 $41.52 $44.70 8.0% $28.18 $32.59 $39.75
Discounted
10.0% $26.74 $30.87 $37.59 12.0% $25.40 $29.28 $35.59
Source: Management projections and FactSet as of 3/4/2019. Note: Pro forma dividend savings from elimination of Abe distribution payout are used to fund 100%-equity acquisitions at a 7.5x EV/EBITDA multiple.
(1) Implied XR at 0.5000x equity XR and cash consideration of $6.80 / unit. Cash consideration added to implied share price at 0.5000x XR. 29 (2) Unlevered free cash flow defined as PF Ulysses EBITDA less cash taxes and capital expenditures.
(3) Levered DCF analysis calculated by discounting interim dividends and implied terminal equity value based on a P/E multiple applied to 2022E EPS.
Discounted Distribution Analysis
Discounted Levered DCF Analysis

PRELIMINARY CONFIDENTIAL DRAFT
Has / Gets Analysis | Abe Capital Investment Case Subject to Further Review & Revision
Abe Pre – Unitholder Tax | Valuation Effective Date: 3/31/2019 $3.80 Annual Dist.
Targeted Coverage Policy
Stand Alone Abe Implied Unit Price XR-Adj. PF Ulysses Implied Share Price | (0.5000x + $6.80 Cash)(1) $3.80 Distribution Discounted Cash Flow | Unlevered FCF(2) | Discounted at WACC
2023E DCF Multiple
Discount Rate
2023E Distribution Yield
Discount Rate
6.0x 8.0x 10.0x
Analysis 8.0% $30.86 $37.23 $43.59 2022E Terminal Multiple DCF 10.0% $29.32 $35.28 $41.25
12.0% $27.88 $33.48 $39.09 8.5x 10.0x 11.5x
Target Coverage Distribution te 4.00% $35.92 $42.37 $48.83
Levered R a
t n u 4.75% $35.24 $41.57 $47.91
6.0x 8.0x 10.0x c o D is 8.0% $31.47 $38.00 $44.53 5.50% $34.57 $40.79 $47.02
Discounted 10.0% $29.89 $36.01 $42.13 12.0% $28.42 $34.17 $39.92 $3.80 Distribution
Levered DCF Analysis(3)
13.0% 10.5% 8.0%
2022E Price/Earnings Multiple
Analysis 8.0% $33.99 $39.30 $47.94 10.0% $32.24 $37.23 $45.33 19.00x 21.00x 23.00x
12.0% $30.63 $35.31 $42.92
4.50% $41.08 $44.54 $48.00
Target Coverage Distribution Rate
Distribution t
5.25% $40.49 $43.89 $47.29
oun Dis c
13.0% 10.5% 8.0% 6.00% $39.91 $43.25 $46.59 8.0% $30.74 $35.72 $43.81
Discounted
10.0% $29.14 $33.81 $41.39 12.0% $27.66 $32.04 $39.16
Source: Management projections and FactSet as of 3/4/2019. Note: Pro forma dividend savings from elimination of Abe distribution payout are used to fund 100%-equity acquisitions at a 7.5x EV/EBITDA multiple.
(1) Implied XR at 0.5000x equity XR and cash consideration of $6.80 / unit. Cash consideration added to implied share price at 0.5000x XR. 30 (2) Unlevered free cash flow defined as PF Ulysses EBITDA less cash taxes and capital expenditures.
(3) Levered DCF analysis calculated by discounting interim dividends and implied terminal equity value based on a P/E multiple applied to 2022E EPS.
Discounted Distribution Analysis
Discounted Levered DCF Analysis

PRELIMINARY CONFIDENTIAL DRAFT Has/Gets Analysis Subject to Further Review & Revision
Pre – Unitholder Tax(1) |PV of Future Equity Value | Revised Budget Case
SQ Abe PF Ulysses (XR-Adj)(2)
Terminal Yield Terminal P/E Multiple
$3.80 Annual Dist. Policy Target Coverage Dist. Policy
8.0%
10.5%
13.0%
23.0x
21.0x
19.0x
$47.14 $46.79 $46.79 $46.48 $45.33 $45.15 $45.88 $43.43 $42.97 $45.15 $42.97 $41.89 $41.89 $43.43 $39.84 $40.08 $39.84 $40.08 $38.63 $38.63 $40.07 $39.98 $36.72 $39.09 $38.54 $36.97 $37.23 $36.72 $36.36 $36.68 $32.73 $32.24 $32.19 $30.65 $31.48 $30.15 $30.41 $29.73 $28.27 $27.53
$27.35 $27.53 $25.41 $24.65
Abe Abe Current Price Current Price
2H 2019E 2020E 2021E 2022E 2H 2019E 2020E 2021E 2022E
Source: Management projections and Factset as of 3/4/2019. Note: Pro forma dividend savings from elimination of Abe distribution payout are used to fund 100%-equity acquisitions at a 7.5x EV/EBITDA multiple.
Note: Utilizes 10.0% cost of equity for SQ Abe and 5.25% cost of equity for PF Ulysses. 31 (1) Pre – Unitholder Tax; 0.6239x represents implied XR at 0.5000x equity XR and cash consideration of $6.80 / unit.
(2) All-in exchange ratio of 0.6239x implied by Ulysses offer as of 3/4/2019. Pro forma analysis incorporates EBITDA synergies of $5 MM per year.

PRELIMINARY CONFIDENTIAL DRAFT
Subject to Further Review & Revision
Accretion / (Dilution)
Pre – Unitholder Tax(1) | Abe Base Case
Abe Distribution Accretion / (Dilution) - %
At 0.6239x Exchange Ratio
Assumptions
∎ All-in XR applied to calculate pro forma share count as if cash component is utilized to purchase secondary Ulysses shares by current Abe unitholders
Cut No Cut
(76.3%) (75.3%) (75.9%) (78.3%)
∎ EBITDA synergies of $5 MM per year per Ulysses management included in pro forma forecast
(82.0%) (80.3%) (79.5%) (78.7%)
∎ PF dividend savings resulting from elimination of high Abe distribution payout used to fund 100%-equity acquisitions at 7.5x EV/EBITDA purchase multiple
2019E 2020E 2021E 2022E
∎ Incremental acquisition capex depreciated on 10-year straight line basis for book D&A and 10-year MACRS basis for tax D&A
Status Quo Abe (No Cut): $3.80 $3.80 $3.80 $3.80
Status Quo Abe (Cut): $3.15 $3.15 $3.15 $3.36
PF Ulysses at 0.6239x:(1) $0.68 $0.75 $0.78 $0.81
∎ Free cash flow from incremental acquisitions reinvested in forward year to make additional 100%-equity acquisitions at 7.5x EV/EBITDA purchase multiple
Ulysses Adjusted EPS Accretion / (Dilution) - %
3.0% 2.3% 2.5% 1.4%
2019E 2020E 2021E 2022E
Status Quo Ulysses: $2.90 $3.13 $3.44 $3.70
Pro Forma Ulysses: $2.94 $3.20 $3.52 $3.81
$ Acc / (Dil): $0.04 $0.07 $0.08 $0.11
Source: Management projections and FactSet as of 3/4/2019.
Note: Pro forma dividend savings from elimination of Abe distribution payout are used to fund 100%-equity acquisitions at a 7.5x EV/EBITDA multiple.
(1) Pre – Unitholder Tax; 0.6239x represents implied XR at 0.5000x equity XR and cash consideration of $6.80 / unit.
(2) Ulysses Pro Forma forecast assumes 15-year depreciation with 75% allocation credit for step-up consideration above $32.00 / Abe public unit; based on management guidance and management provided materials. 32
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PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Precedents & Premiums | MLP Transactions Analysis
Announcement Transaction Unaffected 1-Day Taxable Buyer Transaction Majority of Acquiror Target % Cash Date Value Premium Transaction Type Type Minority?
11/26/18 Dominion Energy Inc Dominion Energy Midstream Partners LP $3,598 0.9% 0% No C-Corp Affiliate No 11/26/18 Arclight Capital TransMontaigne Partners L.P. 1,247 13.5% 100% NA PE Affiliate No 11/8/18 Western Gas Equity Partners LP Western Gas Partners, LP 12,781 7.6% 0% No MLP Affiliate No 10/22/18 EnLink Midstream LLC EnLink Midstream Partners, L.P. 12,236 1.1% 0% Yes C-Corp Affiliate No 10/18/18 Valero Energy Corporation Valero Energy Partners LP 3,788 6.0% 100% Yes C-Corp Affiliate No 10/9/18 Antero Midstream GP LP Antero Midstream Partners LP 7,548 18.6% 11% Yes C-Corp Affiliate Yes 9/18/18 Enbridge Inc. Enbridge Energy Partners 15,562 11.6% 0% Yes C-Corp Affiliate Yes 8/24/18 Enbridge Inc. Spectra Energy Partners, LP 27,810 19.4% 0% Yes C-Corp Affiliate No 8/1/18 Energy Transfer Equity, L.P. Energy Transfer Partners 66,981 11.2% 0% No MLP Affiliate Yes 6/19/18 Cheniere Energy Inc. Cheniere Energy Partners LP Holdings 5,651 10.7% 0% No C-Corp Affiliate No 6/4/18 OCI NV OCI Partners LP 1,389 15.0% 100% No C-Corp Affiliate NA (Tender) 5/17/18 Williams Companies Williams Partners, LP 57,793 16.5% 0% Yes C-Corp Affiliate No 3/26/18 Tall Grass Energy GP, LP Tallgrass Energy Partners, LP 8,361 (18.4%) 0% Yes C-Corp Affiliate No 2/7/18 Terra Nitrogen GP, Inc. Terra Nitrogen Co. LP 1,474 3.7% 100% Yes C-Corp Affiliate No 1/2/18 Archrock, Inc Archrock Partners, LP 2,438 23.4% 0% Yes C-Corp Affiliate No 8/29/17 Zenith Energy US, LP Arc Logistics Partners LP 736 15.2% 100% Yes PE 3rd Party No 4/3/17 World Point Terminals, Inc. World Point Terminals, LP 594 5.8% 100% Yes C-Corp Affiliate NA (Tender) 3/2/17 VTTI, B.V VTTI Energy Partners, LP 1,867 6.0% 100% Yes C-Corp Affiliate Yes 2/1/17 ONEOK, Inc ONEOK Partners, LP 23,654 25.8% 0% Yes C-Corp Affiliate No 1/27/17 Enbridge Energy Company Midcoast Energy Partners, LP 1,176 (8.6%) 100% Yes C-Corp Affiliate No 11/21/16 Sunoco Logistics Partners, LP Energy Transfer Partners, LP 54,455 (0.2%) 0% No MLP Affiliate No 10/25/16 Energy Transfer Partners, LP PennTex Midstream Partners, LP 789 43.3% 50% Yes MLP Affiliate NA (Tender) 10/24/16 American Midstream Partners LP JP Energy Partners LP 476 9.1% 0% No MLP 3rd Party Yes 9/26/16 Transcanada Columbia Pipeline Partners 3,464 9.9% 100% Yes C-Corp Affiliate Yes 8/1/16 Transocean, Inc Transocean Partners 1,202 20.8% 0% No C-Corp Affiliate Yes 5/30/16 SemGroup Corp. Rose Rock Midstream 2,034 0.0% 0% Yes C-Corp Affiliate No 11/3/15 Targa Resources Corp. Targa Resources Partners LP 12,229 18.4% 0% Yes C-Corp Affiliate No 10/26/15 Western Refining, Inc. Northern Tier Energy 5,286 11.7% 65% Yes C-Corp 3rd Party No 7/13/15 MPLX LP MarkWest Energy Partners, LP 22,360 36.3% 8% No MLP 3rd Party No 5/6/15 Crestwood Equity Partners, LP Crestwood Midstream Partners 6,920 17.2% 0% No MLP Affiliate No 4/6/15 Tesoro Logistics LP QEP Midstream Partners LP 1,145 (14.0%) 0% No MLP Affiliate Yes 1/26/15 Energy Transfer Partners, LP Regency Energy Partners LP 18,593 13.2% 1% No MLP Affiliate No 11/12/14 Enterprise Products Partners LP Oiltanking Partners LP 4,289 (0.9%) 0% No PE Affiliate No 10/26/14 Williams Partners LP Access Midstream Partners LP 34,256 (5.7%) 0% No MLP Affiliate No 10/13/14 Targa Resources Partners LP Atlas Pipeline Partners LP 6,002 15.0% 3% No MLP 3rd Party No 8/10/14 Kinder Morgan Inc. Kinder Morgan Energy Partners 52,566 12.0% 12% Yes C-Corp Affiliate No 8/10/14 Kinder Morgan Inc. El Paso Pipeline Partners 13,677 15.4% 12% Yes C-Corp Affiliate No 7/24/14 Breitburn Energy Partners QR Energy LP 2,856 17.5% 19% No MLP 3rd Party No 10/10/13 Regency Energy Partners LP PVR Partners LP 5,659 25.7% 1% No MLP 3rd Party No 8/27/13 Plains All American LP PAA Natural Gas Storage LP 2,531 8.5% 0% No MLP Affiliate No 5/6/13 Inergy Midstream LP Crestwood Midstream Partners LP 2,643 14.5% 4% No MLP 3rd Party No 1/29/13 Kinder Morgan Energy Partners LP Copano Energy LLC 4,858 23.5% 0% No MLP 3rd Party No 2/23/11 Enterprise Products Partners Duncan Energy Partners LP 3,282 28.1% 0% No MLP Affiliate No C-Corp Buying MLP Median Mean $5,286 11.6% 0% 11,539 9.8% 35% Affiliate Median Mean $4,970 10.9% 0% 13,746 9.9% 26% Taxable Transaction Median Mean $5,286 11.7% 12% 12,147 11.3% 40% Overall Median Mean $4,858 12.0% 0% 12,052 11.7% 25% Current (3/4/2019) Ulysses Abe $6,448 24.4% 20% Yes C-Corp Affiliate Current Premium to Abe at Pre-Ulysses Abe 6,448 (6.6%) 20% Yes C-Corp Affiliate
Investor Day (12/3/2018)
Source: Company filings, press releases, presentations and FactSet for pricing data. Represents precedent MLP transactions by affiliated and third party MLPs, Public GPs and C-Corps since 2011.
Note: Considers transactions where target is an MLP.
(1) Based on Wall Street research.
(2) Non-adjusted transaction TEV values affiliated and non-affiliated units at offer price.
(3) Adjusted transaction TEV value affiliated units at market price and non-affiliated units at offer price.
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33

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Supplemental Analysis
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34

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Unitholder Tax Implications
Average Tax Basis Calculation(1)
∎ The average tax paid with state taxes is $6.64 per unit for public Abe unitholders as of 1H 2019
Detailed Calculation of Ordinary and Capital Gains as of December 2017
May 1995—Dec. 2010 12,044,321 17% $0.23 $28.47 ($1.25) $5.55 UGI Share Price $54.90 Jan. 2011—Dec. 2013 10,693,961 15% $6.90 $27.14 ($11.99) $0.21 Exchange Ratio 0.5000x Jan. 2014—Dec. 2014 11,715,648 17% $11.83 $25.43 ($15.44) ($3.01) Cash Consideration $6.80 Jan. 2015—Dec. 2015 6,423,910 9% $14.86 $22.94 ($16.09) ($3.55) Offer Price $34.25 Jan. 2016—Dec. 2016 14,091,793 20% $15.92 $20.16 ($14.20) ($1.83) FY 1H 2019E Tax Basis $11.30 Jan. 2017—Dec. 2017 12,903,239 19% $26.94 $14.29 ($11.09) ($6.98) Detail of Gains (per Unit) Jan. 2018—Jan. 2018 1,182,662 2% $36.63 $7.09 ($4.13) ($9.47) Average Ordinary Gain / (Loss)(4) $24.63 Total / Active Unit Average 69,055,533 100% $13.41 $22.52 ($11.23) ($1.68) Average Capital Gain / (Loss)(4) (1.68)
Total Gain $22.95
Average Assumed Passive Activity Loss (2) ($8.58) December 2017 Tax Basis $13.41 Average Ordinary Gain / (Loss) Net of PAL (Federal Only) $16.04
(+) Jan ’18 – March ’19 Allocated Net Income(3) 2.65 Tax on Gain (Per Unit)
Federal Ordinary Income Tax Rate 37.0%
(-) Jan ’18 – March ’19 Distributions (5 quarters) 4.75
Individual MLP Investor Deduction Rate 20.0%
March 2019E Basis $11.30 ACA Tax 3.8% Federal Tax Rate 33.4% Federal Capital Gains Tax Rate 23.8% Effective State Tax Rate(3) 5.2%
December 2017 Ordinary Gain $22.52
(+) Jan ’18 – March ’19 Adjustments 2.10 Tax on Ordinary Gain $5.36
Effective Ordinary Gain Tax Rate 33.4%
March 2019E Ordinary Gain $24.63
Capital losses carry Tax on Capital Gain ($0.40)
Effective Capital Gain Tax Rate 23.8%
forward to offset (5)
State Tax Ordinary Income $1.28
December 2017 PAL Balance $11.23 against potential Effective Ordinary Gain Tax Rate 5.2%
(-) January 2018—March 2019 PALs Utilized (2.65) future capital gains State Tax Capital Gain(5) ($0.09)
March 2019E PAL Balance $8.58 Effective Capital Gains Tax Rate 5.2%
Total Tax on Gain(6) $6.64
Total Effective Tax Rate 26.9%
Source: Company Management, FactSet as of 3/4/2019 and Wall Street research. Note: PAL is defined as Passive Activity Loss.
(1) Provided by management.
(2) Weighted average by active unit as a percent of total outstanding active units.
(3) Taxable income for publicly owned AmeriGas LP units for tax year ended 9/30/19 grossed up by 25% to estimate taxable income from January 2018 to March 2019. (4) Ordinary and Capital gains provided by management as of December 2017; basis and gain estimates rolled forward to March 2019.
(5) Per discussions with management, state tax rate determined by using a weighted average of 50 state income tax rates and median federal taxable income brackets for married and 35 single filers.
(6) Taxes Payable on Ordinary gain not offset by Capital losses.

PRELIMINARY CONFIDENTIAL DRAFT SQ Abe After Tax Cash Flow Subject to Further Review & Revision
Terminal Yield Value | Abe $3.80 Annual Dist. Policy
SUBJECT TO TAX COUNSEL REVIEW
2H 2019E 2020E 2021E 2022E 2023E
BT LP Distribution Per Unit $1.90 $3.80 $3.80 $3.80 $3.80 AT LP Distribution Per Unit $1.90 $3.80 $3.80 $3.22 $2.51 Discount Factor 0.976 0.909 0.826 0.751 0.683 PV of LP Dist. per Unit $1.86 $3.45 $3.14 $2.42 $1.71
Disc. LP Dist. Total $12.58
Terminal Yield 8.0% 10.5% 13.0% Implied Terminal Future Value per Unit $47.50 $36.19 $29.23
Average Purchase Price $40.08 Existing RoC ($28.77)
Beginning Tax Basis $11.30
2H 2019E 2020E 2021E 2022E 2023E
Beg. Avg. Tax Basis / Unit $11.30 $10.46 $9.45 $8.64 $8.09 Less: Distributions / Unit (1.90) (3.80) (3.80) (3.80) (3.80) Plus: Net Income Allocated 1.06 2.79 2.99 3.25 3.35
Avg. EOY Basis / Unit $10.46 $9.45 $8.64 $8.09 $7.64 EOY PAL Balance $7.52 $4.73 $1.74 $0.00 $0.00
Implied Terminal Value per Unit $47.50 $36.19 $29.23 Less: Basis at EOY 2023E ($7.64) ($7.64) ($7.64) Gain Subject to Tax $39.86 $28.55 $21.59 Capital Gain $15.24 $3.93 ($3.03) Ordinary Gain $24.63 $24.63 $24.63
Total Gain $39.86 $28.55 $21.59
PAL Balance at EOY 2023E $0.00 $0.00 $0.00 Ordinary Gain / (Loss) Net of PAL (Federal Only) $24.63 $24.63 $24.63
Total Tax on Gain per Unit
Tax on Ordinary Gain—33.4% $8.22 $8.22 $8.22 Tax on Capital Gain—23.8% 3.63 0.93 0.00 State Tax on Ordinary Income—5.2% 1.28 1.28 1.28 State Tax on Capital Gain—5.2% 0.79 0.20 0.00
Total Tax on Gain $13.92 $10.64 $9.50
Total Effective Tax Rate 34.9% 37.3% 44.0%
After-Tax Future Value per Unit $33.58 $25.55 $19.73
Terminal Disc. Factor 0.651 0.651 0.651
Implied Present Value per Unit $34.45 $29.22 $25.43
Source: Management projections and FactSet as of 3/4/2019. 36 Note: Discounted at midpoint discount rate of 10%.
(1) Inclusive of Federal & State capital gains taxes.

PRELIMINARY CONFIDENTIAL DRAFT SQ Abe After Tax Cash Flow Subject to Further Review & Revision
Terminal Yield Value | Targeted Leverage & Coverage Policy
SUBJECT TO TAX COUNSEL REVIEW
2H 2019E 2020E 2021E 2022E 2023E
BT LP Distribution Per Unit $1.58 $3.15 $3.15 $3.36 $3.36 AT LP Distribution Per Unit $1.58 $3.15 $3.15 $2.78 $2.07 Discount Factor 0.976 0.909 0.826 0.751 0.683 PV of LP Dist. per Unit $1.54 $2.86 $2.60 $2.09 $1.41
Disc. LP Dist. Total $10.50
Terminal Yield 8.0% 10.5% 13.0% Implied Terminal Future Value per Unit $41.95 $31.96 $25.82
Average Purchase Price $40.08 Existing RoC ($28.77)
Beginning Tax Basis $11.30
2H 2019E 2020E 2021E 2022E 2023E
Beg. Avg. Tax Basis / Unit $11.30 $10.79 $10.43 $10.27 $10.16 Less: Distributions / Unit (1.58) (3.15) (3.15) (3.36) (3.36) Plus: Net Income Allocated 1.06 2.79 2.99 3.25 3.35
Avg. EOY Basis / Unit $10.79 $10.43 $10.27 $10.16 $10.15 EOY PAL Balance $7.52 $4.73 $1.74 $0.00 $0.00
Implied Terminal Value per Unit $41.95 $31.96 $25.82 Less: Basis at EOY 2023E ($10.15) ($10.15) ($10.15) Gain Subject to Tax $31.81 $21.82 $15.67 Capital Gain $7.18 ($2.81) ($8.96) Ordinary Gain $24.63 $24.63 $24.63
Total Gain $31.81 $21.82 $15.67
PAL Balance at EOY 2023E $0.00 $0.00 $0.00 Ordinary Gain / (Loss) Net of PAL (Federal Only) $24.63 $24.63 $24.63
Total Tax on Gain per Unit
Tax on Ordinary Gain—33.4% $8.22 $8.22 $8.22 Tax on Capital Gain—23.8% 1.71 0.00 0.00 State Tax on Ordinary Income—5.2% 1.28 1.28 1.28 State Tax on Capital Gain—5.2% 0.37 0.00 0.00
Total Tax on Gain $11.58 $9.50 $9.50
Total Effective Tax Rate 36.4% 43.6% 60.6%
After-Tax Future Value per Unit $30.37 $22.46 $16.32
Terminal Disc. Factor 0.651 0.651 0.651
Implied Present Value per Unit $30.28 $25.13 $21.13
Source: Management projections and FactSet as of 3/4/2019. 37 Note: Discounted at midpoint discount rate of 10%.
(1) Inclusive of Federal & State capital gains taxes.

PRELIMINARY CONFIDENTIAL DRAFT PF Ulysses After Tax Cash Flow Subject to Further Review & Revision
Terminal P/E Value
At 0.5030x Exchange Ratio SUBJECT TO TAX COUNSEL REVIEW
2H 2019E 2020E 2021E 2022E Terminal Tax Basis at 1H 2019E $11.30 Stepped Up Basis Upon Close $34.25
PF Ulysses Earnings per Share $3.81
• Abe current price of $27.53 as of 3/4/2019
• Cash consideration used to pay part of taxes for an average public Abe unitholder; additional cash made available by Ulysses secondary shares
XR Adj. PF Ulysses Earnings per Share $1.92
PF Ulysses BT Dist. per Share $0.55 $1.20 $1.25 $1.30
XR Adj. PF Ulysses BT Dist. per Share $0.28 $0.60 $0.63 $0.65
% RoC 0% 0% 0% 0%
% QD 100% 100% 100% 100% Return of Capital $0.00 $0.00 $0.00 $0.00 Qualified Dividends ($0.07) ($0.14) ($0.15) ($0.16) Project Tax Liability ($0.07) ($0.14) ($0.15) ($0.16) XR Adj. PF Ulysses AT Dist. per Share $0.21 $0.46 $0.48 $0.50
Terminal P/E 23.0x 21.0x 19.0x Sale at 9/30/22—Terminal FV per XR Adj. PF Ulysses Share $44.11 $40.28 $36.44 Less: Basis on Conversion ($34.25) ($34.25) ($34.25) Plus: Dividends Treated as Return of Capital $0.00 $0.00 $0.00 Gain on Sale Tax Rate(1) $9.86 $6.03 $2.19 Tax on Gain 29.0% $2.86 $1.75 $0.63
Sale at 9/30/22—Terminal FV per XR Adj. PF Ulysses Share $44.11 $40.28 $36.44 Less: Taxes on Gain ($2.86) ($1.75) ($0.63) Net Proceeds $41.25 $38.53 $35.81
Total Net Cash Flow $0.21 $0.46 $0.48 $0.50 $41.25 $38.53 $35.81 Total Cash In Flow $0.28 $0.60 $0.63 $0.65 $44.11 $40.28 $36.44 Total Cash Out Flow—Tax on Dividends ($0.07) ($0.14) ($0.15) ($0.16) ($2.86) ($1.75) ($0.63) Discount Factor 0.987 0.950 0.903 0.858 0.836 0.836 0.836 Implied Present Value per Share $0.21 $0.44 $0.43 $0.43 $34.49 $32.21 $29.93
XR Adj. PF Ulysses Implied Present Value per Share $35.99 $33.71 $31.43
Source: Management projections and FactSet as of 3/4/2019.
Note: Discounted at midpoint discount rate of 5.25%. 38 Note: QD / RoC split is per management guidance.
(1) Inclusive of Federal & State capital gains taxes.

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Summary of Full Cycle Illustrative After-Tax Dist. Analysis
SUBJECT TO TAX COUNSEL REVIEW
P/E Multiple
Yield
23.0x $35.99
8.0% $34.45
21.0x
Yield
19.0x $31.43
8.0% $30.28
10.5%
10.5%
13.0% $25.43
13.0% $21.13
$3.80 Dist. Policy Target Coverage Dist. Policy PF
39
Source: Management.

PRELIMINARY CONFIDENTIAL DRAFT Summary of Material Changes Subject to Further Review & Revision
Updates since 2/14/2019 Materials
∎ Revised pro forma Ulysses Adjusted EPS metrics based on additional depreciation and tax guidance received from Ulysses∎ Conformed terminal value method for pro forma PV of future share price analyses to utilize forward P/E multiples
∎ Revised pro forma DDM analysis to levered DCF analysis by deriving implied terminal values from P/E multiples (given static dividend policy at Ulysses)∎ Revised pro forma PV of Future Share price analysis to treat value of cash consideration as separate from stock consideration (as opposed to converting cash consideration into additional shares at the pro forma future share price for each year)
40

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Appendix
41

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
SQ Ulysses Sum-of-the-Parts Analysis
Ulysses SOTP SQ EBITDA Mix(3)
FY 2019E Multiple(1) Enterprise Value
FY 2019E EBITDA Low High Low High
SQ Ulysses Businesss Segments Midstream
& Marketing
Midstream & Marketing $230 9.5x 11.5x $2,189 $2,650
19%
Utilities $324 10.0x 12.0x $3,243 $3,891
International $420 8.0x 10.0x $3,358 $4,197 Total Enterprise Value $8,790 $10,739 Less Net Debt ($1,547) ($1,547) Equity Value $7,243 $9,192
FY 2019E FY 2019E Distribution GP/IDR Yield(2) Equity Value
Abe
GP Equity Value $50 12.6% 12.6% $395 $395 Abe FD LP Equity Value $2,580 $2,580 Abe Equity Value $2,975 $2,975 Less Abe NCI ($1,921) ($1,921) Total SQ Ulysses Equity Value $8,297 $10,246 Ulysses FD Shares O/S 177.9 177.9 Implied SQ Ulysses Share Price $46.63 $57.58
Source: Management Projections and FactSet as of 3/4/2019.
Note: Corporate revenue & other income / expenses allocated pro-rata to business units on basis of business unit contribution of gross revenue / gross expenses respectively.
1. Based on comparable C-Corp, LDC’s, and Propane Distributors median 2019E EV/EBITDA.
2. Based on Abe 2019E distribution yield. 42
3. Total EBITDA attributable to Ulysses shareholders, excluding portion attributable to noncontrolling interest in Abe. Abe EBITDA allocated ~38% to Ulysses unitholders, proportionately to distributions received.

PRELIMINARY CONFIDENTIAL DRAFT
PF Ulysses Supplemental Calculation Detail Subject to Further Review & Revision
Valuation Effective Date: 3/31/2019 | Management Projections
PF Discounted Unlevered DCF Analysis PF Levered DCF Analysis
2H 2019E 2020E 2021E 2022E 2H 2019E 2020E 2021E 2022E
EBITDA $807 $1,717 $1,860 $1,991 PF Ulysses Dividend/Sh. $0.55 $1.20 $1.25 $1.30 Unlevered Cash Taxes(1) (79) (126) (123) Discount Factor 0.987 0.950 0.903 Capex (377) (833) (1,013) PV of Dividend/Sh. $0.54 $1.14 $1.12 FCF $351 $758 $723 Discount Factor 0.988 0.955 0.911 Disc. GP Dist. Total $2.80 Disc. FCF $347 $724 $659 PF Ulysses EPS $3.81 Disc. PF Ulysses FCF Total $1,730 Terminal M ultiple 10.0x Terminal P/E 21.0x Terminal Disc. Factor 0.890x Terminal Disc. Factor 0.880 Implied Terminal PV EV $17,727 Implied Terminal PV per Share $70.46 Less PF Ulysses Net Debt(2) ($4,878) Implied PF Ulysses Equity Value $14,579 PF Ulysses Value per Share $73.26 PF Ulysses Equity Value per Share $68.57 Equity Considertaion XR / Abe Unit 0.5000x Equity Considertaion XR / Abe Unit 0.5000x Cash Considertaion / Abe Unit $6.80 Cash Considertaion / Abe Unit $6.80 Abe Equity Value per Unit $41.08 Abe Equity Value per Unit $43.43
Source: Management projections and FactSet as of 3/4/2019. 43 (1) Cash taxes de-levered by removing interest expense tax shield.
(2) Includes additional debt issued for payment of cash consideration of $6.80 per unit.

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
Cost of Capital
44

PRELIMINARY CONFIDENTIAL DRAFT SQ Abe Cost of Equity Analysis Subject to Further Review & Revision
Comparable Public Company Yield-Based Cost of Equity
Abe Cost of Equity Cost of Equity
Barra Beta Low High Sensitized Peer Total Return Low High
(2)
Raw Beta 0.78 1.05
(3)
Spot Risk-Free Rate 3.0% 3.0%
Equity Risk Premium (4) 6.0% 6.0%
Expected Total Return
Expected 2019E—2022E Long-Term Economic
Company Distribution CAGR Growth Estimate Expected Growth(1) Current Yield Implied Total Return
Buckeye Partners LP 4.5% 4.0% 4.1% 9.1% 13.2% GasLog Partners LP 4.5% 4.0% 4.1% 9.9% 14.0% Genesis Energy LP 0.0% 4.0% 3.4% 10.1% 13.5% Global Partners LP 0.0% 4.0% 3.4% 10.2% 13.6% MLPs Golar LNG Partners LP 0.1% 4.0% 3.4% 13.2% 16.6% Holly Energy Partners LP 1.0% 4.0% 3.6% 9.2% 12.7% KNOT Offshore Partners LP 0.0% 4.0% 3.4% 11.5% 14.9% Growth Martin Midstream Partners LP 0.0% 4.0% 3.4% 15.3% 18.7% NGL Energy Partners LP 2.7% 4.0% 3.8% 11.9% 15.7% Low NuStar Energy LP 0.0% 4.0% 3.4% 9.2% 12.6% PBF Logistics LP 2.4% 4.0% 3.8% 9.2% 13.0% Summit Midstream Partners LP 0.0% 4.0% 3.4% 22.6% 26.0% Sunoco LP 0.0% 4.0% 3.4% 11.0% 14.4% TC PipeLines LP 0.0% 4.0% 3.4% 8.0% 11.4% USA Compression Partners LP 0.0% 4.0% 3.4% 13.1% 16.5% Ferrellgas Partners LP NA NA NA NA NA
Dist. Suburban Propane Partners LP 5.1% 4.0% 4.2% 11.2% 15.4% Propane Superior Plus Corporation 0.0% 4.0% 3.4% 6.2% 9.6%
Source: Bloomberg, Duff & Phelps, FactSet, Federal Reserve, Company filings as of 3/4/2019.
(1) Weights Expected Current – 2020E distribution growth estimates 15% and long-term economic growth estimate by 85% to arrive at a long-term distribution growth estimate.
(2) Barra beta as of 1/31/2019. Illustrative low and high range reflects a -/+ 15% range around Barra beta.
(3) 20-year treasury bond yield as of 3/4/2019. 45 (4) Duff & Phelps historical arithmetic premium.
(5) 2021E dividend from May 8th, 2018 RBC equity research report.

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
PF Ulysses Cost of Capital Analysis
Cost of Equity
Barra Beta Low High Raw Beta(1) 0.33 0.44
Spot Risk-Free Rate (2) 3.0% 3.0%
Equity Risk Premium(3) 6.0% 6.0%
Cost of Capital
Barra Beta | PF Capital Structure Low High Cost of Equity 4.9% 5.6%
Cost of Debt (4) 3.6% 5.1%
Market Value of Equity $13,609 $13,609 Total Debt $5,329 $5,329
Cost of Capital
Barra Beta | Optimal Capital Structure(5) Low High
Cost of Equity 4.9% 5.6% Cost of Debt(4) 3.6% 5.1%
Market Value of Equity $13,609 $13,609 Total Debt(5) $4,004 $4,004
Source: Bloomberg, Duff & Phelps, FactSet, Federal Reserve, Company filings as of 3/4/2019.
Note: In SQ, debt held at Abe is proportionally consolidated based on LP ownership in the MLP. In PF, debt held at Abe is assumed to be fully consolidated and the cash consideration of $6.80 for each Abe unit is funded using the Ulysses revolver at a 6.000% interest rate. Equity – Based on a 0.5000x XR of Ulysses shares for each Abe unit.
(1) Barra beta for Ulysses as of 1/31/2019. Illustrative low and high range reflects a -/+ 15% range around Barra beta.
(2) 20-year treasury bond yield as of 3/4/2019.
(3) Duff & Phelps historical arithmetic premium.
(4) Illustrative low and high range reflects a -/+ 100 bps range around current 5.70% pre-tax cost of debt at Ulysses. Ulysses cost of debt calculated using weighted average 7-10 year YTW on the 46 outstanding face value of fully consolidated Ulysses debt.
(5) Optimal Capital Structure based on Total Debt/2019E EBITDA Ratio of 3.00x.

PRELIMINARY CONFIDENTIAL DRAFT Subject to Further Review & Revision
About The Firm
Tudor, Pickering, Holt & Co. is an integrated energy investment and merchant bank, providing high quality advice and services to institutional and corporate clients. Through the company’s two broker-dealer units, Tudor, Pickering, Holt & Co. Securities, Inc. (TPHCSI) and Tudor Pickering Holt & Co Advisors LP (TPHCA), members FINRA, together with affiliates in the United Kingdom and Canada, the company offers securities and investment banking services to the energy community. Perella Weinberg Partners Capital Management LP is an SEC registered investment adviser that delivers a suite of energy investment strategies.
The firm, headquartered in Houston, Texas, has approximately 170 employees and offices in Calgary, Canada; Denver, Colorado; New York, New York; and London, England.
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