SEC Form DEFM14C filed by Sisecam Resources LP

We are sending this notice of action by written consent and the accompanying information statement to holders of common units representing limited partner interests (“Common Units”) in Sisecam Resources LP, a Delaware limited partnership (the “Partnership” or “we”). As previously announced, on February 1, 2023, the Partnership and its general partner, Sisecam Resource Partners LLC, a Delaware limited liability company (the “Partnership GP”, and together with the Partnership, the “Partnership Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sisecam Chemicals Wyoming LLC, a Delaware limited liability company (“SCW”), a wholly owned subsidiary of Sisecam Chemicals Resources LLC, a Delaware limited liability company (“SCR”), and Sisecam Chemicals Newco LLC, a Delaware limited liability company and a wholly owned subsidiary of SCW (“Merger Sub”, and together with SCW, the “Parent Parties”), pursuant to which Merger Sub will merge with and into the Partnership, with the Partnership surviving as a direct wholly owned subsidiary of the Partnership GP and SCW (the “Merger”). In the Merger, the separate existence of Merger Sub will cease and the Partnership will survive and continue to exist as a Delaware limited partnership and subsidiary of SCR (through its wholly-owned subsidiary, SCW). SCR is 60% owned by Sisecam Chemicals USA Inc. (“Sisecam USA”) and 40% owned by Ciner Enterprises Inc. (“Ciner Enterprises”). Sisecam USA is a direct wholly-owned subsidiary of Türkiye Şişe ve Cam Fabrikalari A.Ş, a Turkish corporation (“Şişecam Parent”) which is an approximately 51%-owned subsidiary of Turkiye Is Bankasi Turkiye Is Bankasi (“Isbank”). Ciner Enterprises is a direct wholly-owned subsidiary of WE Soda Ltd., a U.K. Corporation (“WE Soda”). WE Soda is a direct wholly-owned subsidiary of KEW Soda Ltd., a U.K. corporation (“KEW Soda”), which is a direct wholly-owned subsidiary of Akkan Emerji ve Madencilik Anonim Şirketi (“Akkan”). Akkan is directly and wholly-owned by Mr. Turgay Ciner, the Chairman of the Ciner Group (“Ciner Group”), a Turkish conglomerate of companies.

If the Merger is completed, each Common Unit outstanding immediately prior to the Effective Time (as defined below), other than Common Units held by SCW or its permitted transferees (“SCW Units”), will be converted into the right to receive $25.00 in cash (the “Merger Consideration”), to be paid without interest and reduced by any applicable tax withholding. A copy of the Merger Agreement is attached to the accompanying information statement as Annex A.

On January 31, 2023, the conflicts committee (the “Conflicts Committee”) of the board of directors of the Partnership GP (the “GP Board”) unanimously and in good faith (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interest of the Partnership, its subsidiaries, and the holders of Common Units other than SCR and its affiliates (including the Partnership GP, SCW, Merger Sub and their respective affiliates, the “Unaffiliated Unitholders”); (2) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting Special Approval for all purposes under the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 18, 2013 (as amended, the “Partnership Agreement”), including, without limitation, Section 7.9(a) thereof; and (3) recommended that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and that the GP Board recommend to the holders of Common Units the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

Under the applicable provisions of the Partnership Agreement, approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, requires the affirmative vote or consent of the holders

of a majority of the outstanding Common Units (a “Unit Majority” and, such approval, the “Partnership Unitholder Approval”). As permitted by the Delaware Revised Uniform Limited Partnership Act and the Partnership Agreement, immediately following the execution of the Merger Agreement, Parent, which owns approximately 74% of the issued and outstanding Common Units, which constitutes a Unit Majority, delivered to the Partnership an irrevocable written consent (the “Unit Majority Written Consent”) approving the Merger Agreement and the transactions contemplated thereby, including the Merger, pursuant to the terms of the Partnership Agreement. As a result, the Partnership has not solicited and is not soliciting your approval of the Merger Agreement or the transactions contemplated thereby. Assuming the timely satisfaction or waiver of the conditions set forth in the Merger Agreement, the Partnership currently anticipates that the Merger will be completed prior to the end of the second quarter of 2023.

The accompanying information statement provides you with detailed information about the Merger Agreement and the transactions contemplated thereby, including the Merger. We encourage you to carefully read the entire information statement and its annexes, including the Merger Agreement. Please read “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax consequences of the Merger. You may also obtain additional information about the Partnership from documents the Partnership has filed with the Securities and Exchange Commission (the “SEC”).

We are mailing this notice of action by written consent and the accompanying information statement to our unitholders on or about May 3, 2023. This information statement is being provided to you for your information to comply with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You are urged to read the information statement carefully in its entirety. However, no action is requested or required on your part in connection with the accompanying information statement and no unitholder meeting will be held in connection with the accompanying information statement. If the Merger is consummated, you will receive instructions regarding the surrender of, and payment for, your Common Units. We are not asking you for a proxy and you are requested not to send us a proxy.

The accompanying information statement is dated May 3, 2023, and is first being mailed to our unitholders on or about the same date.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This document contains forward-looking statements. Statements identified by words such as “could,” “should,” “will,” “continue,” “predicts,” “scheduled,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” “forecast,” “creates,” “may” or words of similar meaning generally are intended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of the Partnership and are inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond its respective control. These forward-looking statements are subject to a number of factors, assumptions, risks and uncertainties that could cause the Partnership’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements, and such differences may be material. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. These factors, assumptions, risks and uncertainties include, but are not limited to:

All forward-looking statements speak only as of the date of this information statement. You should not place undue reliance on these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions including, but not limited to, those discussed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and the Partnership’s Quarterly Reports on Forms 10-Q for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively (the “Forms 10-Q”), all of which are incorporated by reference into this information statement, and the Partnership’s other filings with the SEC. Moreover, the Partnership operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for the Partnership’s management to predict all risks, nor can its management assess the impact of all factors on the Partnership’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Partnership may make. Although the Partnership believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements the Partnership makes in this information statement are reasonable, it can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

This section of the information statement describes the material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire information statement, including the full text of the Merger Agreement, for a more complete understanding of the Merger. A copy of the Merger Agreement is attached as Annex A hereto and incorporated by reference herein. In addition, important business and financial information about the Partnership is included in the Form 10-K and the Forms 10-Q, all of which are incorporated by reference into this information statement.

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the laws of the State of Delaware, the Merger Agreement provides for the merger of Merger Sub with and into the Partnership. The Partnership, which is sometimes referred to following the Merger as the “surviving entity,” will survive the Merger, and the separate limited liability company existence of Merger Sub will cease. As a result of the Merger, the Partnership will survive as a direct wholly-owned subsidiary of SCW and Partnership GP. At the Effective Time, the certificate of limited partnership of the Partnership as in effect immediately prior to the Effective Time shall remain unchanged and shall be the certificate of limited partnership of the surviving entity from and after the Effective Time, until duly amended in accordance with the terms thereof and applicable law.

The Merger Agreement provides that, at the Effective Time, each Common Unit issued and outstanding as of immediately prior to the Effective Time (other than the SCW Units) will be converted into the right to receive $25.00 per Common Unit in cash without any interest thereon, reduced by any applicable tax withholding. As of the Effective Time, all of the Common Units converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be canceled and cease to exist. The Common Units held by SCW and its permitted transferees immediately prior to the Effective Time and the General Partner Interest and Incentive Distribution Rights held by Partnership GP immediately prior to the Effective Time will be unaffected by the Merger and will remain outstanding.

SCR directly owns 100% of the equity interests in SCW. SCW directly owns (i) 100% of the outstanding equity interests in Partnership GP and (ii) 14,551,000 Common Units, which represents approximately 74% of the outstanding Common Units. The Partnership GP owns a 2% general partner interest in the Partnership and 100% of the outstanding incentive distributions rights of the Partnership.

On December 21, 2021, Ciner Enterprises sold to Sisecam USA 60% of the outstanding units of SCR for a purchase price of $300 million (the “Sisecam Chemicals Sale”). As a result, Sisecam USA holds an indirect controlling ownership interest in the Partnership GP and in a majority of the outstanding Common Units.

During the first quarter of 2022, SCR began internally evaluating a potential take-private transaction of the Partnership and engaged in preliminary discussions with its legal advisor, Steptoe & Johnson LLP (“Steptoe”) and its financial advisor, BofA Securities, Inc. (“BofA Securities”), regarding the possibility of pursuing such a transaction.

In the spring of 2022, SCR further explored the possibility of submitting a take-private proposal to the Partnership and discussed the processes and requirements for submitting such a proposal with representatives of Steptoe and BofA Securities.

On July 4, 2022, SCR entered into an engagement letter with BofA Securities, pursuant to which BofA Securities would serve as SCRs financial advisor in connection with a potential take-private of the Partnership.

On July 5, 2022, SCR entered into engagement letters with Steptoe and Paul Hastings LLP (“Paul Hastings”) pursuant to which Steptoe would serve as SCR’s legal advisor and Paul Hastings would serve as special counsel to SCR in connection with a potential take-private of the Partnership.

On July 5, 2022, the board of SCR met and discussed a potential take-private of the Partnership along with Sisecam management representatives of Steptoe and BofA Securities and, on July 6, 2022, the board of SCR approved a proposal to acquire all of the common units not already beneficially owned by SCR or its affiliates in exchange for $17.90 in cash per issued and outstanding publicly held common unit of the Partnership, which represented the thirty day volume weighted average price per Common Unit, as of July 5, 2022

On July 6, 2022, SCR delivered to the GP Board a written non-binding offer (the “Proposal”) proposing to acquire all of the outstanding Common Units not already owned by SCR and its affiliates in exchange for $17.90 in cash per Common Unit. The Proposal stated that the purchase price represented the thirty-day volume weighted average trading price per unit as of July 5, 2022 and that it was expected that any definitive documentation would not include any financing contingencies. Further, the Proposal stated that SCR anticipated the evaluation and negotiation of the proposal on behalf of the Partnership would be delegated to a conflicts committee of the GP Board. The Proposal stated that SCR was only interested in acquiring all of the outstanding Common Units not currently owned by SCR and its affiliates, and SCR was not interested in selling any of its or its affiliates’ interests in the Partnership or the Partnership GP, selling any assets of the Partnership or pursuing other strategic alternatives involving the Partnership. The proposed acquisition by SCR of the publicly held Common Units is hereinafter referred to as the “Proposed Transaction.”

On July 6, 2022, SCR issued a press release describing the Proposal, which was furnished in a Form 8-K filed by the Partnership with the SEC on the same date. On July 7, 2022, Sisecam USA and related entities filed an amended Schedule 13D describing the Proposal. Ciner Enterprises and its affiliated entities and persons filed an amended Schedule 13D on July 8, 2022.

On July 11, 2022, the GP Board, acting by written consent, adopted resolutions empowering the Conflicts Committee to (i) review, evaluate and consider the terms and conditions of the Proposed Transactions and any related arrangements, (ii) negotiate, or delegate to any person the ability to negotiate, with SCR and SCW and their representatives and controlling affiliates, the terms and conditions of the Proposed Transaction and any related arrangements, (iii) determine whether to approve or reject the Proposed Transaction and any related arrangement by Special Approval (as defined in the Partnership Agreement), and (iv) make any recommendation to the Unaffiliated Unitholders regarding what action, if any, should be taken by the Unaffiliated Unitholders with respect to the Proposed Transaction and any related arrangements (the “Authorizing Resolutions”). The Conflicts Committee is comprised of Thomas W. Jasper, Chair of the Conflicts Committee, Michael E. Ducey and Alec G. Dreyer.

On July 13, 2022, the Conflicts Committee held a meeting with representatives of Potter Anderson. Potter Anderson had previously represented the conflicts committee of the GP Board in 2015 in connection with Ciner Enterprise’s acquisition of OCI’s position in the Partnership. At the meeting, the Conflicts Committee determined to engage Potter Anderson to serve as legal counsel to the Conflicts Committee based on, among other things, Potter Anderson’s prior representation of the Partnership’s conflicts committee, its independence, and its qualifications and experience in complex corporate transactions, including representing conflicts committees of master limited partnerships in similar transactions. The representatives of Potter Anderson then provided an overview of the Conflicts Committee’s duties under the Partnership Agreement and applicable law, and the anticipated process for transactions such as the Proposed Transaction.

Also on July 13, 2022, the Conflicts Committee, with representatives of Potter Anderson present, interviewed the first of three candidates to serve as financial advisor to the Conflicts Committee.

On July 14, 2022, the Conflicts Committee, with representatives of Potter Anderson present, interviewed a second candidate to serve as financial advisor to the Conflicts Committee.

On July 18, 2022, the Conflicts Committee, with representatives of Potter Anderson present, interviewed a third candidate, Evercore, to serve as financial advisor to the Conflicts Committee.

Following the interview on July 18, 2022, the Conflicts Committee held a meeting with representatives of Potter Anderson in attendance to discuss the respective qualifications, independence, capabilities, expertise, and compensation expectations of each financial advisor candidate. The Conflicts Committee determined to reconvene the following day to continue its deliberations. Also at the meeting, the Conflicts Committee directed representatives of Potter Anderson to negotiate supplemental resolutions to the Authorizing Resolutions.

On July 19, 2022, the Conflicts Committee held a meeting with representatives of Potter Anderson in attendance, and determined to engage Evercore as its financial advisor, subject to the negotiation of an engagement letter and receipt of a written conflicts disclosure.

From July 19 through July 21, 2022, Potter Anderson and Evercore negotiated the terms of Evercore’s engagement letter.

On July 21, 2022, representatives of Potter Anderson had a call with Marla Nicholson, Vice President, General Counsel and Secretary of the Partnership GP and representatives of Morris, Nichols, Arsht & Tunnell LLP, Delaware counsel to SCR (“MNAT”), to discuss supplemental resolutions to the Authorizing Resolutions requested by the Conflicts Committee.

Later on July 21, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss Evercore’s proposed engagement letter and written conflicts disclosure. Representatives of Evercore also reviewed with the Conflicts Committee their anticipated diligence process. The Conflicts Committee also discussed, among other things, the proposed changes to the Authorizing Resolutions, the upcoming GP Board meeting and recent communications received from Unaffiliated Unitholders regarding the Proposal. An engagement letter detailing the terms of Evercore’s engagement as financial advisor to the Conflicts Committee in respect of the Proposed Transaction was subsequently executed.

On July 25, 2022, representatives of BofA Securities and Evercore held an introductory call and discussed timing of the Proposed Transaction.

On August 4, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. Among other things, the Conflicts Committee and its advisors discussed the quarterly financial performance of the Partnership, the GP Board’s approval of a $0.50 per Common Unit quarterly distribution, recent market activity of the Common Units, communications received from Unaffiliated Unitholders regarding the Proposal, and Evercore’s diligence process.

On August 11, 2022, a diligence session was held by video conference by representatives of SCR, members of Management and representatives of BofA Securities and Steptoe with representatives of Evercore and Potter Anderson. Representatives of BofA Securities and of Management reviewed, among other things, the Proposal, the rationale for the Proposed Transaction, a soda ash pricing forecast prepared by Capital Markets Analytics by OPIS (f/k/a IHS Markit Base Chemical) (“IHS”), and a five-year financial forecast for the Partnership prepared by Management (the “Management Projections”). The Management Projections were subsequently provided to Evercore.

On August 15, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the August 11 diligence session and the progress of diligence generally, and to review the Management Projections.

On August 17, 2022, an additional diligence session to review the Management Projections was held via video conference by members of Management and representatives of BofA Securities, and representatives of Evercore.

On August 22, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. At the meeting, representatives of Evercore updated the Conflicts Committee on their ongoing diligence efforts. The Conflicts Committee directed Evercore to obtain the IHS soda ash pricing forecast discussed at a previous diligence session from either Management or directly from IHS. Management subsequently provided certain IHS soda ash pricing forecasts to Evercore in connection with the conduct of diligence by the Conflicts Committee.

Also on August 22, 2022, the GP Board, acting by written consent, adopted resolutions supplementing the Authorizing Resolutions as requested by the Conflicts Committee. The supplemental resolutions, among other things, provided that (i) the GP Board would not approve the Proposed Transaction or any related arrangements without a prior favorable recommendation by the Conflicts Committee, (ii) in connection with its evaluation of the Proposed Transaction, the Conflicts Committee would not owe or have any duties (fiduciary or otherwise) to consider the interests of the Partnership GP or its controlling affiliates, including SCR and SCW, and (iii) if the Conflicts Committee approves the Proposed Transaction by Special Approval (as defined in the Partnership Agreement) and the Proposed Transaction is structured as a merger, the Conflicts Committee would be authorized to recommend the approval of the Proposed Transaction to the GP Board.

On August 29, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. At the meeting, representatives of Evercore provided an update to the Conflicts Committee on their ongoing diligence efforts. On September 7, 2022, representatives of BofA Securities contacted representatives of Evercore to request an update on further diligence requests and timing to receive a counterproposal.

On September 9, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. At the meeting, representatives of Evercore reviewed preliminary discussion materials prepared by Evercore and discussions were held with respect to, among other things, the Sisecam Chemicals Sale, the soda ash market, the Management Projections, and Evercore’s preliminary valuation of Common Units, including the assumptions employed and the methods used in such preliminary valuation. Representatives of Evercore also provided an update to the Committee on their ongoing diligence efforts. Evercore was directed to prepare sensitivity cases based on reasonable adjustments to projected gross margins, projected production volumes during deca-related runoff and projected soda ash prices, and also reflecting assumed execution on the Unit 8 expansion project.

On September 13, 2022, a meeting was held among representatives of SCR, Management, BofA Securities and Evercore. At the meeting, the participants discussed the Partnership’s financial model and representatives of BofA Securities requested an update on further diligence requests and timing to receive a counterproposal.

On September 14, 2022, BofA Securities delivered to Evercore an initial draft of the merger agreement prepared by Steptoe. The initial draft of the merger agreement provided for a reverse triangular merger transaction between the Partnership, Partnership GP, and two newly formed subsidiaries of SCR, pursuant to which the Partnership would merge with one of the newly formed subsidiaries and the Unaffiliated Unitholders would receive cash merger consideration from the other. The draft merger agreement also provided for, among other things, Unitholder approval being provided by a written consent of SCW without a vote of the other unitholders.

On September 20, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. At the meeting, representatives of Evercore reviewed Evercore’s updated discussion materials and preliminary valuation, including, at the Conflicts Committee’s request, two sensitivity cases. A first case continued to exclude the Unit 8 expansion project consistent with the Management Projections and a second case included the Unit 8 expansion project. Both sensitivity cases modified the Management Projections by (1) adjusting projected soda ash prices based on a historical difference between IHS forecasts and the Partnership’s historical realized prices, (2) adjusting gross margins to be consistent with historical results, and (3) adjusting production volumes to reflect increased mining volumes to offset forecasted decreases in deca-related production. Among other things, the Conflicts Committee determined that exclusion of the Unit 8 expansion project from the Management Projections was reasonable in light of its potential negative impact on the Partnership’s financial performance. The Conflicts Committee and its advisors also discussed the initial draft of the merger agreement and discussed other deal terms that may be presented in a counterproposal, including the addition of a majority of minority vote condition (“MoM Condition”) and of a covenant to continue distributions at the current rate through the closing. At the meeting, the Conflicts Committee determined to make a counterproposal at $29.50 in cash per Common Unit and including a MoM Condition (the “September 20 Committee Counterproposal”).

Later on September 20, 2022, representatives of Evercore verbally communicated the September 20 Committee Counterproposal to representatives of BofA Securities. On September 26, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss SCR’s rejection of the September 20 Committee Counterproposal and next steps.

On September 27, 2022, at the direction of SCR, representatives of BofA Securities verbally delivered to representatives of Evercore a revised offer of $19.00 per Common Unit (the “September 27 Sisecam Counteroffer”) with no MoM Condition. BofA Securities also requested an all-hands meeting, including the Conflicts Committee members, to discuss certain assumptions used in the Management Projections.

On September 28, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the September 27 Sisecam Counteroffer and the request for an all-hands meeting. The Conflicts Committee determined not to respond to the September 27 Sisecam Counteroffer and to agree to attend an all-hands meeting.

On October 4, 2022, an all-hands meeting was held among representatives of SCR, Management, BofA Securities and Steptoe, the members of the Conflicts Committee and representatives of Evercore and Potter Anderson. At the meeting, representatives of SCR, Management, and BofA Securities discussed the appropriateness of certain assumptions employed in the Management Projections, including their views that (1) IHS forecasts reviewed by the Conflicts Committee in its diligence were unreliable, especially when compared to US Geological Surveys relied upon by Management, as the US Geological Surveys are based on actual data provided by US producers, information

which is not available to IHS (2) ore calcination capacity would limit the ability to increase mining production to offset deca depletion, and (3) labor costs would negatively impact gross margins. Representatives of Evercore requested additional diligence that would provide support for management’s position on production volumes, soda ash pricing, and gross margins.

Later that same day, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the all-hands meeting and Evercore’s request for additional diligence materials.

On October 6, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. At the meeting, representatives of Evercore reviewed the status of diligence requests and Evercore’s revised discussion materials, including, at the Conflicts Committee’s request, a preliminary additional sensitivity case adjusting certain assumptions to align with recent diligence results.

On October 7, 2022, a diligence session was held by video conference by representatives of SCR, members of Management and representatives of BofA Securities with representatives of Evercore, during which the participants discussed the Partnership’s historical production, gross margins, and realized prices as compared to the IHS pricing forecasts and US Geological Surveys.

On October 11, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. At the meeting, representatives of Evercore reviewed Evercore’s revised preliminary valuation materials, which included a new sensitivity case, and reviewed diligence materials provided by Management since the last Conflicts Committee meeting. Among other things, the diligence materials supported Management’s view with respect to the impact of ore calcination capacity on mining production and that historical mining production volumes had not exceeded the levels projected by management. The additional diligence also confirmed the reasonableness of Management’s gross margin projections and supported a modification to the pricing forecast adjustment based on the difference between IHS forecasts and the Partnership’s historical realized prices. Evercore’s new sensitivity case contained adjustments consistent with these findings. The Conflicts Committee determined that the adjustments reflected in the new sensitivity case were reasonable and appropriate and that the case was accordingly more reliable than the prior two sensitivity cases. The Conflicts Committee determined to make a counterproposal at $28.50 in cash per Common Unit together with a MoM Condition (the “October 11 Committee Counterproposal”).

Later on October 11, 2022, representatives of Evercore verbally communicated the October 11 Committee Counterproposal to representatives of BofA Securities.

On October 12, 2022, Ertuğrul Kaloğlu, President and Chief Executive Officer of the Partnership GP, and the Chair of the Conflicts Committee had a telephone call to discuss the October 11 Committee Counterproposal. Mr. Kaloğlu suggested that the members of the Conflicts Committee meet with Messrs. Kaloğlu and Gӧrkem Elverici, the Chairman of the GP Board, to further discuss the Proposed Transaction and the October 11 Committee Counterproposal.

On October 19, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the upcoming meeting of principals. During the meeting, representatives of Evercore presented updated preliminary valuation materials.

On October 20, 2022, the members of the Conflicts Committee participated in a call with Messrs. Kaloğlu and Elverici to discuss the Proposed Transaction and the October 11 Committee Counterproposal. At the conclusion of the discussion, Messrs. Kaloğlu and Elverici delivered a counteroffer of $22.00 per Common Unit (the “October 20 Sisecam Counteroffer”). Following the meeting, in a separate call between Mr. Kaloğlu and the Chair of the Conflicts Committee, Mr. Kaloğlu indicated $22.00 per Common Unit was SCR’s best and final offer.

Later on October 20, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the meeting with Messrs. Kaloğlu and Elverici and the October 20 Sisecam Counteroffer. It was noted that the October 20 Sisecam Counteroffer remained below recent trading prices of the Common Units. The Conflicts Committee determined to reconvene to further discuss the October 20 Sisecam Counteroffer and the appropriate next steps for negotiations with SCR.

On October 24, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. At the meeting, representatives of Evercore reviewed Evercore’s revised discussion materials including updated preliminary valuations of the Common Units, and discussed adjustments made to the WACC

utilized in the DCF analysis and to the equity cost of capital utilized in the discounted distributions analysis. Potential deal terms other than price were discussed, including the MoM Condition and a covenant to continue distributions at the current rate through the closing, including a pro rata distribution for the quarter in which the transaction closes. The Conflicts Committee discussed a range of acceptable prices and the preferable negotiating method to cause SCR to make another significant upward move in its offer price. The Conflicts Committee determined to make a counterproposal at $25.50 in cash per Common Unit and to continue to request the MoM Condition (the “October 24 Committee Counterproposal”). The Conflicts Committee also determined to continue negotiations through discussions of the principals rather than through advisors.

On October 25, 2022, the Conflicts Committee met with Messrs. Kaloğlu and Elverici and delivered the October 24 Committee Counterproposal. In response, Messrs. Kaloğlu and Elverici delivered a counteroffer of $23.00 per Common Unit without a MoM Condition, noting that such offer was SCR’s best and final offer. Following a brief recess, the Conflicts Committee delivered a counterproposal of $24.00 per Common Unit and requested that a unitholder vote be held. After another brief recess, Messrs. Kaloğlu and Elverici delivered a counteroffer of $23.50 per Common Unit and stated that was SCR’s best and final offer. During another recess, the Conflicts Committee determined to propose acceptance of $23.50 per Common Unit so long as the transaction was conditioned on the continuation of distributions pro rata through closing at the current rate and on a unitholder vote. Following the recess, the Conflicts Committee expressed its willingness to accept $23.50 per Common Unit subject to the foregoing conditions. Messrs. Kaloğlu and Elverici indicated their acceptance of those terms and the meeting concluded. However, it was learned later that day that Messrs. Kaloğlu and Elverici perceived the Conflict Committee’s reference to a unitholder vote to be a request to solicit a voting result for all Common Unitholders and not a request for a MoM Condition, as was intended by the Conflicts Committee.

Later on October 25, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to report on the negotiation session with Messrs. Kaloğlu and Elverici and the Conflict Committee’s understanding that preliminary agreement was reached on a deal price of $23.50 per Common Unit including the pro rata distribution continuation condition and the MoM Condition. The Conflicts Committee directed its advisors to confirm the preliminary agreement on deal terms with their counterparts and to proceed with documenting the transaction.

Later that same day, representatives of Evercore met with representatives of BofA Securities to discuss the preliminary agreement on deal terms. The representatives of BofA Securities stated that the terms accepted by SCR did not include a MoM Condition, as this was Messrs. Kaloğlu and Elverici understanding of the agreement reached in the negotiating session earlier in the day. The representatives of Evercore stated that the terms accepted by the Conflicts Committee included a MoM Condition.

On October 26, 2022, representatives of Potter Anderson and representatives of Steptoe and Ms. Nicholson held a meeting to discuss documenting the transaction. During the discussion, representatives of Steptoe stated that the terms accepted by SCR did not include a MoM Condition, and that in no event would SCR agree to a MoM Condition. Representatives of Potter Anderson stated that the terms accepted by the Conflicts Committee included a MoM Condition. Steptoe stated it would deliver a revised merger agreement that included distribution continuation language. Later that day, Steptoe delivered to Potter Anderson a revised draft of the merger agreement that included a distribution continuation provision.

Also on October 26, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the apparent miscommunication regarding whether a MoM Condition was required by the Conflicts Committee. The Conflicts Committee directed Evercore to communicate to BofA Securities that the Conflicts Committee would not accept a price of $23.50 per Common Unit without a MoM Condition, and in light of the apparent miscommunication, the Conflicts Committee reverted back to its prior counterproposal of $24.00 per Common Unit, but would agree to forego the MoM Condition at that price.

Later on October 26, 2022, Evercore communicated the Conflicts Committee’s position to BofA Securities.

On October 27, 2022, the members of the Conflicts Committee met with Mr. Kaloğlu to communicate the Committee’s position that, without the MoM Condition, the Conflicts Committee was not willing to accept $23.50 per Common Unit but would accept $24.00 per Common Unit. Mr. Kaloğlu relayed that SCR was not willing to proceed with a MoM Condition and that SCR reduced its offer to $23.00 per Common Unit. Later that day, Mr. Kaloğlu contacted the Chair of the Conflicts Committee to relay that SCR’s best and final offer was $23.50 per Common Unit without the MoM Condition (the “October 27 Sisecam Offer”).

Later on October 27, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the October 27 Sisecam Offer. The Conflicts Committee determined to maintain their current position and to not respond to the October 27 Sisecam Offer.

On October 28, 2022, the Partnership released via press release its third quarter earnings for the period ended September 30, 2022.

On November 2, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the Partnership’s third quarter financial performance and the trading prices since the third quarter earnings release. The Conflicts Committee determined that the Chair of the Conflicts Committee should communicate to Mr. Kaloğlu, and that Evercore should concurrently communicate to BofA Securities, that the Conflicts Committee stood by its latest counterproposal of $24.00 per Common Unit, including distribution continuation but not including a MoM Condition.

On November 3, 2022, the Chair of the Conflicts Committee communicated to Mr. Kaloğlu the Conflict Committee’s position. Later on November 3, 2022, representatives of Evercore communicated the Conflicts Committee’s position to BofA Securities.

Also on November 3, 2022, a diligence session was held by video conference by members of Management, representatives of BofA Securities and representatives of Deloitte Touche Tohmatsu Limited Securities, tax advisor to SCR, with representatives of Evercore to discuss unitholder tax analysis data.

On November 7, 2022, a representative of SCR called the Chair of the Conflicts Committee to inform him that SCR’ offer was increased to $24.00 per Common Unit without any conditions.

Later on November 7, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss that SCR increased offer. The Conflicts Committee understood that “without any conditions” meant that SCR did not agree to a MoM Condition, but it was unclear if it also meant that SCR no longer agreed to a distribution continuance obligation. The Conflicts Committee determined that it would not accept the offer without a distribution continuation obligation.

Later on November 7, 2022, the Chair of the Conflicts Committee called a representative of SCR to request a clarification of the meaning of “without any conditions.” The representative stated that SCR would not agree to either the MoM Condition or the distribution continuation obligation. The Chair of the Conflicts Committee informed the representative of SCR that the Conflicts Committee would only accept $24.00 per Common Unit if the transaction included a distribution continuation obligation and that the Conflicts Committee would be willing to consider conditioning the distribution continuation on maintenance of a reasonable coverage ratio.

On November 8, 2022, a representative of SCR sent an email to the Chair of the Conflicts Committee stating that SCR would be agreeable to a distribution continuation provision if subject to a best efforts standard and so long as a distribution would not cause the Partnership’s coverage ratio to be below 1.7x.

Later on November 8, 2022, the Conflicts Committee held a call with Potter Anderson to discuss the distribution continuation proposal received from SCR. The Conflicts Committee determined to accept the best efforts language but to reject the coverage ratio condition. The Chair of the Conflicts Committee communicated this response by email to SCR.

Later on November 8, 2022, a representative of SCR called the Chair of the Conflicts Committee and agreed to remove the coverage ratio condition from the distribution continuation obligation and expressed the desire to proceed forward with documentation of the Proposed Transaction at $24.00 per Common Unit.

Later on November 8, 2022, Potter Anderson delivered a revised draft of the merger agreement to Steptoe. The revised draft, among others things, (i) added SCR and SCW as purchaser parties, (ii) added Sisecam USA and Ciner Enterprises as guarantors, (iii) clarified the obligation of the Partnership GP to declare and pay regular quarterly cash distributions to Unitholders at a quarterly rate of not less than $0.50 per Common Unit between signing and closing, including a pro rata distribution for the quarter in which the closing occurs, (iv) added support terms and a standstill applicable to SCW in its capacity as record holder of Common Units and as sole member of Partnership GP to continue for twelve months after termination of the merger agreement, (v) added Partnership termination rights if the written consent by SCW is not delivered within twenty-four hours of execution of the merger agreement or if Parent

fails to close the Merger within two business days of satisfaction of all of the conditions (other than those that by their nature may only be satisfied at Closing), (vi) provided for payment by Parent of a reverse termination fee upon either termination described in clause (v) above, and (vi) added that the amount of the reverse termination fee would be 8% of the aggregate equity value of the transaction.

On November 11, 2022, Steptoe delivered a revised draft of the merger agreement to Potter Anderson. The revised draft, among other things, (i) rejected including SCR and SCW as parties, (ii) rejected including Sisecam USA and Ciner Enterprises as guarantors, (iii) rejected the support terms and the standstill applicable to SCW in its capacity as record holder of Common Units and as sole member of Partnership GP, and (iv) reduced the amount of the reverse termination fee to 4% of the aggregate equity value of the transaction.

Later on November 11, 2022, representatives of Evercore contacted representatives of BofA Securities with specific questions about how the Partnership calculates tax depreciation.

On November 14, 2022, representatives of Potter Anderson and representatives of Steptoe and Ms. Nicholson held a meeting to discuss the draft merger agreement.

Later on November 14, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the status of Evercore’s financial analyses and the draft merger agreement. During the meeting, the representatives of Potter Anderson reported on the discussion with Steptoe and Ms. Nicholson earlier that day and on the open issues reflected in the draft merger agreement.

Later on November 14, 2022, Potter Anderson delivered a revised draft of the merger agreement to Steptoe. The revised draft, among other things, (i) reinserted SCW as a purchaser party, (ii) reinserted support terms and a standstill applicable to SCW, and (iii) increased the amount of the reverse termination fee to 6% of the aggregate equity value of the transaction.

On November 17, 2022, representatives of Potter Anderson and representatives of Steptoe and Ms. Nicholson held a meeting to discuss the draft merger agreement. During the meeting, Steptoe presented SCR’s positions that the purchaser parties would be limited to newly formed shell entities, that the Partnership would not be entitled to a specific performance remedy and that the termination fee would be the exclusive remedy available to the Partnership in the event of breach by the purchaser parties, and that SCW would be a party solely with respect to the obligation to deliver the written consent and would not be subject to a standstill obligation.

Later on November 17, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance to discuss the draft merger agreement and the position taken by Steptoe on behalf of SCR earlier in the day. After discussion, the Conflicts Committee determined to reject SCR’s proposals and instead to require SCW be added as a purchaser party and to provide the Partnership with a specific performance remedy as well as a termination fee remedy in the event of termination for breach by the purchaser parties or for purchasers parties’ failure to close.

Later on November 17, 2022, representatives of Potter Anderson and representatives of Steptoe and Ms. Nicholson held a meeting to discuss the draft merger agreement, and the representatives of Potter Anderson presented the Conflict Committee’s position that SCW be added as a purchaser party and that the remedies available to the Partnership include specific performance as well as the termination fee.

On December 12, 2022, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. During the meeting, the Conflicts Committee and its advisors confirmed that there had been no updates on the Proposed Transaction since the last meeting of the Conflicts Committee. During the meeting, the Conflicts Committee determined that the Chair of the Conflicts Committee would contact Mr. Kaloğlu and that representatives of Evercore would separately contact representatives of BofA Securities to discuss the status of the transaction.

Later on December 12, 2022, representatives of Evercore held a call with representatives of BofA Securities. During the call, the participants discussed the financing being contemplated for the Proposed Transaction and the potential timing for the Proposed Transaction.

On December 13, 2022, Mr. Kaloğlu and the Chair of the Conflicts Committee held a call to discuss the status of the Proposed Transaction. Mr. Kaloğlu reported that SCR was working to arrange debt financing in connection with the Proposed Transaction.

On January 9, 2023, Mr. Kaloğlu, Nedim Kulaksızoğlu, Chief Financial Officer of the Partnership GP, and the Chair of the Conflicts Committee held a call to discuss the status of the Proposed Transaction. During the call, Messrs. Kaloğlu and Kulaksızoğlu updated the Chair of the Conflicts Committee on the status of the efforts to secure debt financing for the Proposed Transaction.

On January 10, 2023, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. During the meeting, the Chair of the Conflicts Committee reported on the discussion he had with Messrs. Kaloğlu and Kulaksızoğlu regarding the status of the debt financing for the Proposed Transaction. The Conflicts Committee reaffirmed its position that the merger agreement will not contain a debt financing condition to closing and insisted on a specific performance remedy in the event of the purchaser’s failure to close.

On January 11, 2023, Steptoe delivered a revised draft of the merger agreement to Potter Anderson. The draft merger agreement, among other things, (i) added the concept of a “Partnership Impairment Effect” in respect of certain representations and warranties, and (ii) rejected the standstill provision.

On January 12, 2023, representatives of Potter Anderson and representatives of Steptoe and Ms. Nicholson held a meeting to discuss the draft merger agreement. During the meeting, the representatives of Steptoe provided an update on the debt financing efforts for the Proposed Transaction. The participants also discussed (i) the addition of a financially responsible purchaser party, (ii) the standstill provision, and (iii) the amount of the reverse termination fee.

On January 16, 2023, Messrs. Kaloğlu and Kulaksızoğlu and the Chair of the Conflicts Committee held a call to discuss the status of the debt financing efforts and to express the desire of SCR to promptly resolve open issues and proceed promptly to signing the merger agreement. Mr. Kaloğlu stated that SCR agreed that the reverse termination fee would be 6% of equity value of the transaction, but continued to insist that the Partnership’s exclusive remedy would be the termination fee.

On January 17, 2023, Steptoe delivered a revised draft of the merger agreement to Potter Anderson. The revised merger agreement, among other things, (i) reinserted the standstill provision but provided that the standstill would terminate upon the closing of the merger or the termination of the merger agreement and (ii) removed the right of the Partnership to seek specific performance.

On January 18, 2023, representatives of Potter Anderson, Steptoe and Paul Hastings, held a meeting to discuss the draft merger agreement. During the meeting, the participants discussed open issues in the merger agreement, and Potter Anderson sought clarification of SCR’s position with respect to the remedies available to the Partnership.

Later on January 18, 2023, Mr. Kaloğlu and the Chair of the Conflicts Committee held a call to discuss the parties’ respective positions on the remedies available to the Partnership under the draft merger agreement.

Also on January 18, 2023, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. During the meeting, the Chair of the Conflicts Committee reported on his discussions with Messrs. Kaloğlu and Kulaksızoğlu. The representatives of Potter Anderson reviewed the draft merger agreement delivered by Steptoe on

January 17, 2023. The participants also discussed the timing for the potential signing of the merger agreement. Following the discussion, the Conflicts Committee instructed Potter Anderson to revise the draft merger agreement to include a specific performance remedy for the Partnership that was not contingent on the availability of any debt financing. The participants also discussed the recent trading activity of the Common Units.

Also on January 18, 2023, a meeting was held among representatives of SCR, Management, BofA Securities and Evercore. At the meeting, the participants discussed recent business results and outlook.

On January 19, 2023, Potter Anderson delivered a revised draft of the merger agreement to Steptoe and Paul Hastings. The revised merger agreement, among other things, (i) removed the “Partnership Impairment Effect” condition in certain representations and warranties, (ii) added a provision requiring that the Parent Parties use reasonable best efforts to consummate any debt financing in connection with the merger in accordance with its terms, and (iii) reinserted the right of the Partnership to seek specific performance, which right was not contingent on the availability of debt financing.

On January 19, 2023, Mr. Kaloğlu and the Chair of the Conflicts Committee held a call to discuss the status of the draft merger agreement, the remedies available thereunder and the impact of the firm debt commitment letters on the remedies available under the merger agreement.

On January 26, 2023, Mr. Kaloğlu and the Chair of the Conflicts Committee held a call during which Mr. Kaloğlu informed the Chair of the Conflicts Committee that SCR found the revisions to the Partnership’s most recent draft of the merger agreement generally acceptable.

Later on January 26, 2023, representatives of Steptoe and Potter Anderson held a call to discuss the draft merger agreement and to resolve certain open issues.

Also on January 26, 2023, Steptoe delivered a revised draft of the merger agreement to Potter Anderson. The revised merger agreement, among other things, accepted the revisions in the Partnership’s most recent draft of the merger agreement.

Also on January 26, 2023, a meeting was held among representatives of SCR, Management, BofA Securities and Evercore. At the meeting, the participants discussed the Partnership’s 2022 fourth quarter performance and updated IHS pricing data.

On January 28, 2023, Ms. Nicholson and Potter Anderson discussed certain revisions to the Merger Agreement and related disclosure schedules.

On January 29, 2023, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson in attendance. During the meeting, Evercore presented its updated discussion materials and preliminary valuation of the Common Units to the Conflicts Committee, which included, among other things, updates relating to (i) the Partnership’s fourth quarter financial results, which exceeded the Management forecast, (ii) the reduction in net debt, (iii) revised IHS soda ash pricing forecasts published in the month of January, and (iv) a review of the unitholder tax impact of the Proposed Transaction. Evercore informed the Conflicts Committee that it was updating its financial analyses in light of this new information. The Conflicts Committee and its advisors further discussed strategy for next steps and the appropriate strategy for negotiating a higher purchase price with SCR.

Later on January 29, 2023, Steptoe delivered a revised draft of the merger agreement to Potter Anderson. The revised draft, among other things, reflected that SCW would be the sole purchaser party and that the merger subsidiary would be a direct wholly owned subsidiary of SCW.

Later on January 29, 2023, the Conflicts Committee reconvened with representatives of Evercore and Potter Anderson present, during which Evercore presented updated discussion materials and preliminary valuation of the Common Units, which, among other things, updated the sensitivity case in respect of the recent IHS soda ash pricing forecasts. Evercore informed the Conflicts Committee that it was updating its financial analyses in light of this new information. After considering the impact of the recent IHS soda ash pricing forecasts on the calculation of pricing assumptions in the sensitivity case, and considering the per unit value implied from the reduction in net debt reflected in the fourth quarter financials, the Conflicts Committee determined to request an increase in the purchase price. Following further discussion, the Conflicts Committee directed Evercore to relay a proposal to BofA Securities of $25.00 per Common Unit (the “January 29 Committee Counterproposal”).

Later on January 29, 2023, representatives of Evercore verbally delivered the January 29 Committee Counterproposal to BofA Securities.

On January 30, 2023, representatives of Evercore and BofA Securities held a call to further discuss the January 29 Committee Counterproposal.

Also on January 30, 2023, a member of the Conflicts Committee held a call with Mr. Kaloğlu regarding the January 29 Committee Counterproposal and the rationale for the Conflicts Committee’s determination to submit the January 29 Committee Counterproposal.

Later on January 30, 2023, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson present to discuss the reaction of SCR to the January 29 Committee Counterproposal. Representatives of Evercore also reported on their discussion with representatives of BofA Securities.

That same day, Steptoe delivered to Potter Anderson proposed revisions to the draft merger agreement, which included, among other things, an outside date set at six months after execution, and certain non-recourse provisions requested by counsel to the debt financing sources.

Later on January 30, 2023, the members of the Conflicts Committee held a call with Messrs. Kaloğlu and Kulaksızoğlu. During that call the members of the Conflicts Committee further discussed the rationale for the January 29 Committee Counterproposal and explained that the Conflicts Committee would not accept less than $25.00 per Common Unit.

Later on January 30, 2023, the Conflicts Committee reconvened with representatives of Evercore and Potter Anderson present and confirmed that there had been no further responses from SCR or its advisors to the January 29 Committee Counterproposal.

On January 31, 2023, the members of the Conflicts Committee and Messrs. Kaloğlu and Kulaksızoğlu held a call to discuss the January 29 Committee Counterproposal. During the call the representative of SCR delivered a counteroffer of $24.55 per Common Unit, which was rejected by the members of the Conflicts Committee on the call.

Later on January 31, 2023, the members of the Conflicts Committee and Messrs. Kaloğlu and Kulaksızoğlu held a call, during which the representative of SCR accepted the January 29 Committee Counterproposal of $25.00 per Common Unit.

Also on January 31, 2023, the Conflicts Committee held a meeting with representatives of Evercore and Potter Anderson present to discuss SCR’s acceptance of the January 29 Committee Counterproposal. During the meeting, Potter Anderson reviewed with the Conflicts Committee the applicable standards of conduct under the Partnership Agreement in connection with an approval of the merger agreement, reconfirmed the eligibility of the three members of the Conflicts Committee to serve on the Conflicts Committee under the Partnership Agreement, and provided a summary of the material terms of the merger agreement.

Also on January 31, 2023, Potter Anderson delivered a revised draft of the merger agreement to Steptoe. The revised drafted included, among other things, a revision to the non-recourse provisions requested by the debt financing sources to clarify that such provisions would not prevent the Partnership from seeking specific performance against SCW.

On January 31, 2023, Steptoe delivered a revised draft of the merger agreement to Potter Anderson that, among other things, reflected the $25.00 per Common Unit merger consideration and the dollar amount of the reverse termination fee.

Later that same day, representatives of Steptoe, representatives of Potter Anderson, and Ms. Nicholson held a call to discuss the merger agreement. During the call, the representatives of Potter Anderson agreed to the revisions set forth in the revised draft provided by Steptoe earlier that day. In addition, the participants discussed an additional revision to the operating covenants to explicitly permit certain ordinary course equity awards. Steptoe subsequently delivered a revised draft of the merger agreement, which included (i) the revision to the operating covenant discussed during such meeting and (ii) certain cleanup changes to finalize the merger agreement.

Later on January 31, 2023, the Conflicts Committee held a meeting with representatives of Potter Anderson and Evercore present. At the meeting, Potter Anderson reviewed the changes to the merger agreement since the meeting of the Conflicts Committee earlier in the day. Evercore presented its financial analysis of the Merger Consideration and, at the request of the Conflicts Committee, representatives of Evercore rendered an oral fairness opinion, which was subsequently confirmed in writing, to the effect that, as of the date of such opinion and subject to the factors, procedures, assumptions, qualifications and limitations set forth in the opinion, the Merger Consideration to be received by the Unaffiliated Unitholders in the Merger was fair, from a financial point of view, to the Unaffiliated Unitholders. The Conflicts Committee unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interest of the Partnership, its Subsidiaries, and the Unaffiliated Unitholders; (2) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting Special Approval for all purposes under the Partnership Agreement, including, without limitation, Section 7.9(a) thereof; and (3) recommended that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and that the GP Board recommend to the holders of Common Units the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

On February 1, 2023, the GP Board held a meeting with Ms. Nicholson in attendance. Following receipt of the recommendation of the Conflicts Committee discussed above, the GP Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (A) substantively and procedurally fair to the Unaffiliated Unitholders and (B) in the best interests of the Partnership, (ii) approved the

Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Limited Partners for approval, recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Limited Partners and authorized the Limited Partners to act by written consent.

Later on February 1, 2023, the parties executed the Merger Agreement and SCW executed and delivered the written consent.

Under Section 7.9(a) of the Partnership Agreement, whenever a potential conflict of interest exists or arises between Partnership GP or any of its affiliates, on the one hand, and the Partnership, any Group Member (as defined in the Partnership Agreement), or any partner of the Partnership, on the other hand, such as the consideration of the Merger Agreement and the transactions contemplated thereby, any resolution or course of action by Partnership GP or its affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partners of the Partnership and shall not constitute a breach of the Partnership Agreement, any Group Member Agreement (as defined in the Partnership Agreement), any agreement contemplated by the Partnership Agreement or any Group Member Agreement or any duty stated or implied by law or equity or obligation of any type whatsoever, if the resolution or course of action in respect of such conflict of interest is approved by “Special Approval.” For purposes of the Partnership Agreement, “Special Approval” means approval by a majority of the members of the Conflicts Committee acting in good faith.

Under Section 7.9(b) of the Partnership Agreement, whenever Partnership GP, the GP Board or any committee thereof (including the Conflicts Committee) makes a determination or takes or declines to take any other action, or any of its affiliates causes it do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under the Partnership Agreement or any agreement contemplated thereunder or otherwise, then, unless another express standard is provided for in the Partnership Agreement, Partnership GP, the GP Board or any committee thereof (including the Conflicts Committee) or such affiliate causing the Partnership GP to do so, shall make such determination or decline to take such other action in good faith and shall not be subject to any other or different standards (including fiduciary standards) imposed by the Partnership Agreement or under applicable law.

Pursuant to Section 7.9(b) of the Partnership Agreement, a determination, other action or failure to act will be deemed to be in “good faith” if Partnership GP, the GP Board or any committee thereof (including the Conflicts Committee) making such determination or taking or declining to take such other action subjectively believed such determination or other action or inaction was in the best interests of the Partnership and its subsidiaries.

Under Section 7.10(b) of the Partnership Agreement, Partnership GP may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisors selected by it, and any act taken or omitted in reliance upon the advice or opinion of such persons as to matters that Partnership GP reasonably believes to be within such person’s professional or expert competence is conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

The Conflicts Committee consists of three directors that the GP Board determined meet the independence qualifications for membership on the conflicts committee set forth in the Partnership Agreement: Thomas W. Jasper (Chair), Michael E. Ducey and Alec G. Dreyer. On July 11, 2022, the GP Board resolved to delegate to the Conflicts Committee the power and authority to: (i) review, evaluate and consider the terms and conditions of the proposed transactions and any related arrangements, (ii) negotiate, or delegate to any person the ability to negotiate, with SCR and SCW and their representatives and controlling affiliates, the terms and conditions of the Proposed Transaction and any related arrangements, (iii) determine whether to approve or reject the Proposed Transaction and any related arrangement by Special Approval (as defined in the Partnership Agreement), and (iv) make any recommendation to the Unaffiliated Unitholders regarding what action, if any, should be taken by the Unaffiliated Unitholders with respect to the Proposed Transaction and any related arrangements.

The Conflicts Committee retained Evercore as its financial advisor and Potter Anderson as its legal advisor. The Conflicts Committee conducted a review and evaluation of the Merger Agreement and the Merger and negotiated with SCR and its representatives with respect to the Merger Agreement and the Merger.

On January 31, 2023, the Conflicts Committee unanimously and in good faith (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interest of the Partnership, its Subsidiaries, and the Unaffiliated Unitholders; (2) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval constituting Special Approval for all purposes under the Partnership Agreement, including, without limitation, Section 7.9(a) thereof; and (3) recommended that the GP Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and that the GP Board recommend to the holders of Common Units the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Conflicts Committee consulted with its financial and legal advisors and considered many factors in making its determinations and approvals, and its related recommendation to the GP Board. As part of its deliberative process, the Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and approvals, and the related recommendation to the GP Board:

The fact that the Merger Consideration is an all-cash amount that provides immediate and certain value to the Unaffiliated Unitholders for their investment in the Partnership.

The Conflicts Committee’s belief that the Merger Consideration provides greater assured value to the Unaffiliated Unitholders than the long-term value of the Partnership on a status quo basis, after taking into account the opportunities for, as well as the risks and challenges facing, the Partnership’s current business and financial prospects, and taking into account the prospect that SCR may in the future acquire a sufficient number of Common Units to exercise its Limited Purchase Right under the Partnership Agreement.

The financial analysis prepared by Evercore, as financial advisor to the Conflicts Committee, and the opinion of Evercore, dated January 31, 2023, to the Conflicts Committee to the effect that, as of the date of such opinion and subject to the factors, procedures, assumptions, qualifications and limitations set forth in the opinion, the Merger Consideration to be received by the Unaffiliated Unitholders in the Merger was fair, from a financial point of view, to the Unaffiliated Unitholders, as more fully described below in the section titled “Opinion of Financial Advisor to the Conflicts Committee.”

The Conflicts Committee’s belief that $25.00 per Common Unit was SCR’s final offer and the conclusion reached by the Conflicts Committee that $25.00 per Common Unit was likely the highest price per Common Unit that SCR would be willing to pay at the time of the Conflicts Committee’s determination and grant of “Special Approval.”

The Merger Consideration constitutes:

a 39.3% premium to the unaffected closing price of $17.95 for the Common Units on July 5, 2022 (the last trading day prior to SCR’s initial proposal);

a 44.6%, 43.0% and 39.9% premium to VWAP for the 10, 20, and 30 day period, respectively, ending on July 5, 2022 (the last trading day prior to SCR’s initial proposal); and

a 39.7% premium to SCR’s initial offer of $17.90 per Common Unit made on July 6, 2022.

The Merger is not conditioned on the Parent’s having to obtain any financing arrangements.

In connection with its consideration of the Merger, the Conflicts Committee retained and received advice from its own financial and legal advisors with knowledge and expertise with respect to public merger and acquisition transactions, MLPs, the Partnership’s industry generally, as well as substantial experience advising MLPs and other companies with respect to transactions similar to the Merger.

The financial terms and conditions of the Merger Agreement and the non-financial terms and conditions of the Merger Agreement were determined as a result of arm’s-length negotiations between SCR and the Conflicts Committee and their respective representatives and advisors that included multiple proposals and counterproposals.

The resolutions of the GP Board authorizing the Conflicts Committee’s review of the Proposed Transaction included the authority to determine whether or not to proceed with the Proposed Transaction and to negotiate the terms and conditions of the Proposed Transaction, and the members of the Conflicts Committee were aware that they were under no obligation to recommend, and could reject, a potential transaction.

The independence of the members of the Conflicts Committee, principally:

The Conflicts Committee consisted solely of directors who are not officers, employees or controlling shareholders of the Partnership GP or its affiliates and who satisfied the requirements under the Partnership Agreement for service on the Conflicts Committee.

The members of the Conflicts Committee will not personally benefit from completion of the Merger in a manner different from the Unaffiliated Unitholders.

Certain terms of the Merger Agreement, principally:

The provision requiring Parent to pay the Parent Termination Fee in the event the Merger Agreement is terminated under certain circumstances.

The provision requiring the Partnership GP to use its best efforts to cause the Partnership to declare and pay regular quarterly cash distributions to the holders of the Common Units of $0.50 per Common Unit consistent with past practice.

The provision requiring the Partnership GP to use best efforts to cause the Partnership to declare and pay a pro rata quarterly distribution of $0.50 per Common Unit for the quarter in which the Closing occurs.

The written consent, support and standstill provisions that require SCW to consent in favor of and exercise voting power in support of the Merger and prohibit SCW and its affiliates from acquiring additional Common Units for the period prior to the earlier of Closing and termination of the Merger Agreement.

The limited nature of the operational representations and warranties given by the Partnership and Partnership GP.

The limited nature of restrictive covenants imposed on the Partnership and the Partnership GP for the period prior to the earlier of Closing or termination of the Merger Agreement.

The ability to seek specific performance in certain circumstances.

The provisions restricting the ability of SCW or any of its affiliates to eliminate, or revoke or diminish the authority of, the Conflicts Committee, or remove any member of the Conflicts Committee between signing of the Merger Agreement and closing of the Merger.

The provisions requiring the consent of the Conflicts Committee to amend the Merger Agreement, and to authorize other actions on behalf of the Partnership and Partnership GP pursuant to the Merger Agreement, including termination of the Merger Agreement.

The Conflicts Committee considered the following factors to be generally negative or unfavorable in arriving at its determinations and approvals, and the related recommendation to the GP Board:

The Unaffiliated Unitholders will cease to have an interest in the Partnership and, therefore, will no longer benefit from possible increases in the future revenues and free cash flow, growth or value of the Partnership or payment of distributions on Common Units, if any.

The Conflicts Committee was not authorized and did not conduct an auction process or other solicitation of interest from third parties for the acquisition of the Partnership. Since SCR controls the Partnership and the Partnership GP, and given SCR’s stated position that it was not interested in selling its interests in the Partnership, it was unlikely that the Conflicts Committee could conduct a meaningful process to solicit interest in the acquisition of assets or control of the Partnership, and it was unlikely that the Partnership would receive an unsolicited third-party acquisition proposal. Further, on July 6, 2022, SCR and its affiliates filed an amendment to its Schedule 13D announcing its offer as of July 6, 2022. The Conflicts Committee was not aware of the receipt of any third party offers with respect to a strategic transaction involving the Partnership or Partnership GP, even though SCR’s interest in pursuing a take private transaction was public.

Certain terms of the Merger Agreement, principally:

The Merger Agreement does not include a condition that requires the approval by a majority of the Unaffiliated Unitholders, and therefore approval of the Merger does not require the affirmative vote of any Unaffiliated Unitholder.

As a result of the delivery of the written consent of SCW immediately following the execution of the Merger Agreement, which constitutes Partnership Unitholder Approval, the affirmative vote of the Unaffiliated Unitholders is not required to approve the Merger.

The Unaffiliated Unitholders are not entitled to dissenters’ or appraisal rights under the Merger Agreement, the Partnership Agreement or Delaware law.

The restrictive covenants imposed on the Partnership and the Partnership GP for the period prior to the earlier of Closing or termination of the Merger Agreement.

The inability of the Conflicts Committee to seek a superior proposal or change its recommendation.

The remedies available to the Partnership are limited to specific performance and the reverse termination fee.

The Merger is expected to be a taxable transaction for U.S. federal income tax purposes to the Unaffiliated Unitholders.

SCR and its affiliates and certain of the executive officers and directors of the Partnership GP have interests in the Merger that are different from, or in addition to, the interests of Unaffiliated Unitholders generally.

The Partnership has incurred and will continue to incur transaction costs and expenses in connection with the Merger, whether or not the Merger is completed.

The Merger might not be completed in a timely manner, or at all, and a failure to complete the Merger could negatively affect the trading price of the Common Units.

After taking into account all of the factors set forth above, as well as others, the Conflicts Committee concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of, the Partnership, its Subsidiaries and the Unaffiliated Unitholders.

The foregoing discussion of the factors considered by the Conflicts Committee is not intended to be exhaustive but provides an overview of all material factors that the Conflicts Committee considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, individual members of the Conflicts Committee may have given differing weights to different factors. Overall, the Conflicts Committee believed that the positive factors supporting the merger outweighed the negative factors it considered.

The GP Board consists of eleven directors, three of whom (Ducey, Jasper, and Dreyer) constitute the Conflicts Committee. As such, some of the directors on the GP Board may have different interests in the Merger than the Unaffiliated Unitholders. For a discussion of these and other interests of the members of the GP Board in the Merger, see “Special Factors - Interests of the Directors and Executive Officers of Partnership GP in the Merger.”

Following the receipt of the recommendation of the Conflicts Committee discussed above (and the approval of the Partnership GP’s sole member) and after considering the factors discussed below, on February 1, 2023, the GP Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (A) substantively and procedurally fair to the Unaffiliated Unitholders and (B) in the best interests of the Partnership, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) directed that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Limited Partners for approval, recommended approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Limited Partners and authorized the Limited Partners to act by written consent.

In determining that the Merger Agreement and the Merger are fair to the Unaffiliated Unitholders and in the best interests of the Partnership, including the Unaffiliated Unitholders, recommending that the Limited Partners vote in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, and authorizing the Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement, the GP Board considered a number of factors, including the following material factors:

The Conflicts Committee was not authorized to and did not engage in the review, solicitation, consideration or evaluation of any alternative proposals by third parties unaffiliated with Parent. Since Parent indirectly controls the Partnership, it was unrealistic to expect an unsolicited third-party acquisition proposal to acquire assets or control of the Partnership, and it was unlikely that the Conflicts Committee could conduct a meaningful process to solicit interest in the acquisition of assets or control of the Partnership.

In making its determination, the GP Board also considered:

In addition, under the SEC rules governing “going private” transactions, the Partnership and the Partnership GP are engaged in a “going private” transaction and, therefore, are required to express their position as to the fairness of the Merger to the Partnership’s “unaffiliated security holders,” as defined in Rule 13e-3 under the Exchange Act. The GP Board, on behalf of the Partnership GP and the Partnership, is making the following statements for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The GP Board, on behalf of the Partnership GP and the Partnership, on the basis of the factors described above, believes that the Merger (which is the Rule 13e-3 transaction for which the Schedule 13E-3 was filed with the SEC) is both substantively and procedurally fair to the Unaffiliated Unitholders. The GP Board did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Unitholders for purposes of negotiating the terms of the Merger Agreement.

While the Sisecam Filing Parties considered the trading history of the Common Units and noted that at various times, this trading history reflected prices above $25.00 to be paid for each Common Unit held by the Unaffiliated Unitholders as part of the Merger Consideration, the Sisecam Filing Parties concluded that these factors were not important in determining present value. In the Sisecam Filing Parties’ judgment, the historical trading prices for the Common Units are not indicative of the value of the Common Units as of the date of the Merger Agreement in light of the Partnership’s current business operations and future prospects.

The GP Board is not aware of any firm offers made by an unaffiliated person to acquire the Partnership during the past two years and did not solicit any such offers. In any event, the GP Board believes that the Sisecam Filing Parties have no intention of selling the Common Units beneficially owned by them and therefore, in reaching their conclusion as to fairness, did not consider the possibility that any such offers might be made.

In addition, the GP Board did not consider the Partnership’s net book value, which is defined as total assets minus total liabilities, because the GP Board believed that net book value was not a material indicator of the value of the Partnership as a going concern. The GP Board also did not consider the liquidation value of the Partnership’s assets, and did not perform a liquidation analysis, because it considers the Partnership to be a viable going concern. Therefore, no appraisal of liquidation value was sought for purposes of valuing the Common Units, and the GP Board believes that the liquidation value of the Common Units is irrelevant to a determination of whether the Merger is fair to the Unaffiliated Unitholders.

The GP Board’s consideration of the factors described above reflects its assessment of the fairness of the Merger. The GP Board implicitly considered the value of the Partnership in a sale as a going concern by taking into account the Partnership’s current and anticipated business, financial conditions, results of operations, prospects and other forward-looking matters. The GP Board did not, however, explicitly calculate a stand-alone going concern value of the Partnership because the GP Board believes that going concern value is not an appropriate method of determining the value of the Common Units for purposes of the Merger. In the light of the fact that the Sisecam Filing Parties already have, and will continue to have, control of the Partnership, and that the Sisecam Filing Parties continue to desire to retain their Common Units, the GP Board does not believe that it would be appropriate for the Common Units held by the Unaffiliated Unitholders to be valued on a basis that includes a control premium.

The foregoing discussion of the information and factors considered by the GP Board is not intended to be exhaustive, but includes all material factors the GP Board considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the GP Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, each of the members of the GP Board may have given differing weights to different factors. Overall, the GP Board believed that the positive factors supporting the Merger outweighed the negative factors it considered. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in the light of the factors discussed under the heading “Special Note Concerning Forward-Looking Statements.”

The Partnership does not, as a matter of course, publicly disclose long-term financial projections because of, among other reasons, the uncertainty of the underlying assumptions and estimates and the unpredictability of the Partnership’s business and competitive markets in which it operates. While Management prepares forecasts regularly for internal budgeting and business planning purposes, such forecasts generally focus on the current fiscal year and the immediately following fiscal year. However, in connection with the evaluation of a potential transaction, Management provided multi-year projections to the Conflicts Committee and Evercore in connection with their consideration of the Merger and the consideration to be received by Unaffiliated Unitholders in the Merger.

The summary financial projections included in this information statement should not be regarded as predictive of actual future results nor should they be construed as financial guidance. The summary of the financial projections has been included solely because these financial projections were made available to the Conflicts Committee and Evercore and considered by Evercore (in conjunction with its own financial projections) in rendering its fairness opinion to the Conflicts Committee and performing its related financial analyses, as described in the section entitled “Opinion of Evercore—Financial Advisor to the Conflicts Committee.”

Since the date the financial projections were made available to Evercore, the Partnership has not updated, and does not intend to update or otherwise revise, the projections or the prospective financial information contained therein to reflect circumstances existing or arising since their preparation, including any changes in general economic or industry conditions, or to reflect the occurrence of unanticipated events. The projections and the prospective financial information contained therein do not necessarily reflect estimates or assumptions Management may have as of the date of this Information Statement about prospects for the Partnership’s business, changes in general business or economic conditions, or any other transaction, event or circumstance that has occurred or that may occur and that was not anticipated, or that has occurred or that may occur differently than as anticipated, at the time the projections or any of the prospective financial information contained therein were prepared. Neither the Partnership nor any of its affiliates, advisors, directors, officers, employees, agents or representatives has made or makes any representation or warranty to any unitholder of the Partnership or other person regarding the ultimate performance of the Partnership compared to the information contained in the prospective financial information or that the projections will be achieved.

These financial projections are subjective in many respects. There can be no assurance that these financial projections will be realized or that actual results will not be significantly higher or lower than forecasted. In addition, the financial projections were not prepared with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Management and as of the date prepared, were prepared on a reasonable basis, reflected the best currently available estimates and judgments, and presented, to the best of Management’s knowledge and belief, the expected future financial performance of the Partnership. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on the forecasted financial information.

The prospective financial information included in this information statement has been prepared by, and is the responsibility of, Management. BDO USA, LLP has neither audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly BDO USA, LLP does not express an opinion or any other form of assurance with respect thereto.

While presented with numerical specificity, and expect as otherwise noted, the financial projections reflect numerous estimates and assumptions made by Management with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the Partnership’s business, all of which are difficult to predict and many of which are beyond the Partnership’s control. In developing the financial projections, Management made a number of assumptions respect to the Partnership’s business for the periods covered by the projections, including:

By including in this information statement a summary of such unaudited financial projections, neither the Partnership nor any of its representatives have made or are making any representation to any person regarding the ultimate performance of the Partnership compared to the information contained in the financial projections. The unaudited financial projections cover multiple years and such information by its nature becomes less predictive with each succeeding year.

The following table sets forth a summary of the projected financial information for the Partnership for 2023 through 2028 prepared by Management and is referred to as the “Management Projections”:

We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). We also present the non-GAAP financial measures of:

We define Adjusted EBITDA as net income (loss), including general and administrative expenses attributable to the Partnership, plus net interest expense, income tax, depreciation, depletion and amortization, equity-based compensation expense and certain other expenses that are non-cash charges or that we consider not to be indicative of ongoing operations. Distributable cash flow is defined as Adjusted EBITDA less net cash paid for interest, maintenance capital expenditures and income taxes, each as attributable to the Partnership. The Partnership may fund expansion-related capital expenditures with borrowings under existing credit facilities such that expansion-related capital expenditures will have no impact on cash on hand or the calculation of cash available for distribution. In certain instances, the timing of the Partnership’s borrowings and/or its cash management practices will result in a mismatch between the period of the borrowing and the period of the capital expenditure. In those instances, the Partnership adjusts designated reserves (as provided in the partnership agreement) to take account of the timing difference. Accordingly, expansion-related capital expenditures have been excluded from the presentation of cash available for distribution. Distributable cash flow will not reflect changes in working capital balances. We define distribution coverage ratio as the ratio of distributable cash flow as of the end of the period to cash distributions payable with respect to such period.

THE PARTNERSHIP DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE

DATE SUCH PROSPECTIVE FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

The Conflicts Committee retained Evercore to act as financial advisor to the Conflicts Committee in connection with evaluating the proposed Merger. On January 31, 2023, at a meeting of the Conflicts Committee and at the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of January 31, 2023, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration to be received by the Unaffiliated Unitholders in the Merger is fair, from a financial point of view, to the Unaffiliated Unitholders. Evercore subsequently confirmed its oral opinion in a written opinion on the same date.

The full text of the written opinion of Evercore, dated as of January 31, 2023, which sets forth, among other things, procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this information statement. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Merger Consideration, from a financial point of view, to the Unaffiliated Unitholders, and did not address any other aspects or implications of the Merger. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion was not intended to be, and does not constitute, a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any Partnership unitholder should act or vote in respect of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex B. Evercore has consented to the inclusion of the summary of its opinion in this information statement and the attachment of the full text of its opinion as Annex B.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore has not assumed responsibility or liability for any independent verification of such information). Evercore further relied upon the assurances of the management of the Partnership that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Management Projections, Evercore assumed with consent of the Conflicts Committee that such projections have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Partnership as to the future financial performance of the Partnership. Evercore expressed no view as to the Management Projections or the Sensitivity Case or any projected financial or operating data related to the Partnership or any judgements, estimates or assumptions on which they are based. At the direction of the Conflicts Committee, for purposes of its analysis and opinion, Evercore considered each of the Management Projections and the Sensitivity Case.

For purposes of its analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft merger agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Partnership or the consummation of the Merger or reduce the contemplated benefits of the Merger to the Unaffiliated Unitholders.

Evercore has not conducted a physical inspection of the properties or facilities of the Partnership and has not made or assumed any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Partnership, nor has Evercore been furnished with any such valuations or appraisals, nor has Evercore evaluated the solvency or fair value of the Partnership under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of the date of the opinion and financial, economic, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore on the date of the opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than whether, as of January 31, 2023, the Merger Consideration is fair, from a financial point of view, to the Unaffiliated Unitholders. Evercore did not express any view on, and its opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Partnership, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Partnership, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did it express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Partnership, nor did it address the underlying business decision of the Partnership to engage in the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Common Units or any business combination or other extraordinary transaction involving the Partnership. Evercore’s opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger. Evercore did not express any opinion as to the prices at which the Common Units will trade at any time, as to the potential effects of volatility in the

credit, financial and stock markets on the Partnership or the Merger or as to the impact of the Merger on the solvency or viability of the Partnership or the ability of the Partnership to pay its obligations when they come due. Evercore expressed no view or opinion as to the tax impact of the Merger on any person or entity. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by the Partnership and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on January 31, 2023, in connection with rendering Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on January 30, 2023, and is not necessarily indicative of current market conditions.

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to fully understand the financial analyses performed by Evercore. The tables alone do not constitute a complete description of the financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Evercore performed a series of financial analyses to derive indicative valuation ranges for the Common Units. Financial data for the Partnership utilized in the financial analyses described below were based upon, among other things, the Management Projections as prepared by the Partnership’s management and the Sensitivity Case.

A summary of the Management Projections is available in “Special Factors—Certain Financial Projections” above. The Management Projections were not verified or adjusted by Evercore.

At the request of the Conflicts Committee, Evercore prepared and reviewed a sensitivity case (the “Sensitivity Case”) with respect to the Management Projections. Evercore was directed by the Conflicts Committee to apply certain sensitivities to the Management Projections starting in September 2022, which reflected information and feedback received in connection with diligence and discussions with Management. The Sensitivity Case was finalized and used in Evercore’s analysis in January 2023. The Sensitivity Case includes only the following adjustments to the Management Projections: (i) domestic and export net pricing was increased for January 2023 IHS gross realized sale price less the freight cost forecasts per metric ton in the Management Projections less $26.00 and $39.00 per metric ton, respectively, from 2022 through 2028 to reflect the historical difference between IHS forecasts and the Partnership’s historical realized prices, and (ii) gross margin for 2025 through 2028 was increased to 37.1% in each such year to be consistent with the Partnership’s historical results.

The following table sets forth certain projected financial information with respect to the Sensitivity Case.

See “Special Factors—Certain Financial Projections” for definitions of Adjusted EBITDA, distributable cash flow and distribution coverage ratio. Throughout the “Analysis of the Partnership” below, the term “EBITDA” means total Adjusted EBITDA, as used by the Partnership’s management and defined under “Special Factors—Certain Financial Projections”.

The Sensitivity Case has been included solely because it was prepared by Evercore at the request of the Conflicts Committee and used by Evercore in its financial analyses. Evercore makes no representation to any person regarding the ultimate performance of the Partnership compared to information contained in the Sensitivity Case.

Evercore performed a discounted cash flow analysis of the Partnership by valuing the cash flows to be received by the Partnership based on the Management Projections, as well as the Sensitivity Case, during a six-year period. Evercore calculated the per unit value range for the Common Units by utilizing a range of discount rates based on the Partnership’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on a theoretical Capital Asset Pricing Model (“CAPM”) as well as terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

For the Partnership’s discounted cash flow analysis, Evercore assumed a range of discount rates of 8.0% to 9.0% based on the Partnership’s WACC, a range of EBITDA multiples of 5.5x to 8.0x applied to the Partnership’s terminal period EBITDA, and a range of perpetuity growth rates of 0.5% to 1.5% applied to the Partnership’s terminal period cash flows to derive a range of enterprise values. Evercore adjusted such enterprise values for net debt attributable to the Partnership’s 51% interest in Sisecam Wyoming as of December 31, 2022, and divided the resulting equity values by the number of Common Units outstanding as of January 24, 2023. The discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology resulted in an implied equity value per Common Unit range of $15.09 to $19.77 based on the Management Projections and $23.64 to $30.59 based on the Sensitivity Case. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value per Common Unit range of $14.15 to $17.19 based on the Management Projections and $24.10 to $29.45 based on the Sensitivity Case.

Evercore performed a peer group trading analysis of the Partnership by reviewing and comparing the market values and trading multiples of the following seven publicly traded corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of the Partnership, including companies and partnerships with soda ash operations. As the Partnership owns a controlling interest in Sisecam Wyoming, one of the largest producers of natural soda ash in the world, Evercore selected peer companies with comparable soda ash operations or similar production operations for other types of mineral reserves.

Although the peer groups were utilized to value the Common Units for purposes of this analysis, no corporation or partnership used in the analysis is identical or directly comparable to the Partnership. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For chemical companies and partnerships with soda ash operations and other MLPs, Evercore calculated the following trading multiples:

The mean and median Enterprise Value to EBITDA trading multiples of the chemical companies and partnerships with soda ash operations are set forth below.

The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of the Partnership noted by Evercore and based on the Management Projections.

After adjusting for net debt attributable to the Partnership’s 51% interest in Sisecam Wyoming as of December 31, 2022, and dividing by the number of Common Units outstanding as of January 24, 2023, Evercore determined an implied equity value per Common Unit range of (i) $16.04 to $25.52 based on 2023E EBITDA and (ii) $12.94 to $21.75 based on 2024E EBITDA based on the Management Projections and (i) $18.79 to $29.64 based on 2023E EBITDA and (ii) $17.34 to $28.60 based on 2024E EBITDA based on the Sensitivity Case.

Evercore performed precedent M&A transaction analyses to derive an indicative valuation range for the Common Units of the Partnership.

Evercore reviewed transactions involving soda ash assets announced since January 2008 and selected ten transactions for its precedent M&A transaction analyses. Such transactions were selected because they involved the acquisition of assets and operations in the Green River Basin of Wyoming comparable to the Partnership’s soda ash operations, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to the Merger:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected soda ash transactions were equal to 8.3x and 8.7x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 6.0x to 8.5x. Evercore then applied these ranges of selected multiples to 2023E EBITDA for the Partnership to derive a range of implied enterprise values. After adjusting for net debt attributable to the Partnership’s 51% interest in Sisecam Wyoming as of December 31, 2022, and dividing by the number of Common Units outstanding as of January 24, 2023, Evercore determined an implied equity value per Common Unit range of $19.83 to $29.32 based on the Management Projections and $23.13 to $33.98 based on the Sensitivity Case.

Evercore performed a discounted distribution analysis by valuing the projected cash distributions of the Partnership based on the Management Projections and the Sensitivity Case, during a six-year period. Evercore discounted projected distributions using cost of equity discount rates of 8.5% to 10.5% based on CAPM as well as a terminal yield range of 8.0% to 12.0%. This analysis on the projected cash distributions resulted in an implied per Common Unit value range of $15.29 to $20.08 based on the Management Projections and $23.84 to $32.12 based on the Sensitivity Case.

As a reference analysis, Evercore reviewed selected publicly-available information regarding historical premiums paid in cash merger and buy-in transactions involving energy companies and partnerships, including the cash-for-unit transactions listed below. Evercore considered that historically, energy cash take-privates and buy-in premiums have varied widely based on specific considerations with respect to each transaction, with a range of 8.3% to 56.4% premium to one-day trailing price and a median premium of 28.1% for such cash-for-unit transactions. Evercore noted that none of the selected transactions or the selected corporations or partnerships that participated in the selected transactions were directly comparable to the Merger or the Partnership.

The median and mean premiums are set forth below:

Based on its professional judgment and experience and the premia reviewed in the selected transactions, Evercore applied a reference range of premia of 20% to 35% to the closing price of the Common Units as of July 5, 2022 and a reference range of premia of 20% to 30% to the 30-Day VWAP as of July 5, 2022. This analysis implied a per Common Unit value reference range of $21.54 to $24.23 and $21.44 to $23.23, respectively.

In addition to the presentation made to the Conflicts Committee on January 31, 2023, the date on which Evercore rendered its opinion, as described above, Evercore also delivered preliminary presentation materials to the Conflicts Committee on or around September 9, 2022, September 20, 2022, October 6, 2022, October 11, 2022, October 19, 2022, October 24, 2022 and January 29, 2023 (the “Preliminary Presentation Materials”). Each of the analyses performed in Preliminary Presentation Materials was subject to further updating and subject to the final analyses presented to the Conflicts Committee on January 31, 2023 by Evercore. Each of these analyses was necessarily based on financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information.

The materials dated September 9, 2022 and filed as Exhibit (c)(2) to the Schedule 13E-3 filed with the SEC in connection with the Merger included (a) an overview of the proposed transaction and related economics, (b) a review of the Partnership’s current structure and historical trading performance, (c) an overview of the soda ash market, (d) a summary of the Management Projections, and (e) a preliminary valuation of the Common Units.

The materials dated September 20, 2022 and filed as Exhibit (c)(3) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated preliminary valuation of the Common Units based on the Management Projections and two sensitivity cases. A first case continued to exclude the Unit 8 expansion project consistent with the Management Projections and a second case included the Unit 8 expansion project. Both sensitivity cases modified the Management Projections by (1) increasing projected soda ash prices based on the historical difference between then current IHS forecasts and the Partnership’s historical realized prices, (2) increasing gross margins to be consistent with historical results, and (3) increasing soda ash production volumes to reflect increased mining volumes to offset forecasted decreases in deca-related production.

The materials dated October 6, 2022 and filed as Exhibit (c)(4) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated preliminary valuation of the Common Units based on the Management Projections, the two sensitivity cases described in the preceding paragraph and an additional third sensitivity case adjusting certain assumptions to align with recent diligence results.

The materials dated October 11, 2022 and filed as Exhibit (c)(5) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated preliminary valuation of the Common Units based on the Management Projections and the first and third sensitivity cases.

The materials dated October 19, 2022 and filed as Exhibit (c)(6) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated preliminary valuation of the Common Units based on the Management Projections and the third sensitivity case.

The materials dated October 24, 2022 and filed as Exhibit (c)(7) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated preliminary valuation of the Common Units based on the Management Projections and the third sensitivity case, after updating for market prices as of October 20, 2023.

The materials dated January 29, 2023 and filed as Exhibit (c)(8) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated preliminary valuation of the Common Units based on the Management Projections and the third sensitivity case, as well as updates relating to (i) the Partnership’s fourth quarter financial results, which exceeded the Management forecast, and reduction in net debt, (ii) revised IHS soda ash pricing forecasts published in January 2023, and (iii) a review of the potential unitholder tax impact of the Merger.

The materials dated January 29, 2023 and filed as Exhibit (c)(9) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated preliminary valuation of the Common Units based on the Management Projections and the third sensitivity case, after making updates in respect of the recent January 2023 IHS soda ash pricing forecasts.

The Preliminary Presentation Materials were for discussion purposes only and did not present any findings or make any recommendations or constitute an opinion of Evercore with respect to the fairness of the Merger Consideration or otherwise. The financial analyses performed by Evercore in relation to its opinion dated January 31, 2023 and filed as Exhibit (c)(10) to the Schedule 13E-3 filed with the SEC in connection with the Merger, as described above under “—Analysis of the Partnership,” superseded all analyses and information presented in the Preliminary Presentation Materials. Copies of the Preliminary Presentation Materials have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the Merger, will be made available for inspection and copying at the principal executive offices of the Partnership during regular business hours by any interested Partnership unitholder or such unitholder’s representative who has been so designated in writing at the address described in the section of this information statement titled “Where You Can Find More Information.”

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the Merger, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Merger Consideration. No company used in the above analyses as a comparison is directly comparable to the Partnership and no precedent transaction used is directly comparable to the Merger. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the corporations, MLPs or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Partnership and its advisors.

Evercore prepared these analyses solely for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Merger Consideration to be received by the Unaffiliated Unitholders in the Merger is fair, from a financial point of view, to the Unaffiliated Unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Merger Agreement and the related terms and conditions of the Merger were determined through arm’s-length negotiations between the Conflicts Committee and SCW. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Merger Consideration.

Under the terms of Evercore’s engagement letter with the Partnership and the Conflicts Committee, the Partnership has agreed to pay Evercore a fee of $1,500,000 upon rendering its opinion and a closing fee of $750,000

upon Closing. Evercore also received a fee of $500,000 upon execution of its engagement letter with the Partnership and the Conflicts Committee. In addition, the Partnership has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, officers, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities.

During the two-year period prior to the date of the opinion, Evercore Group L.L.C. and its affiliates had not been engaged to provide financial advisory or other services to the Partnership and Evercore did not receive any compensation from the Partnership during such period. In addition, during the two-year period prior to the date of the opinion, Evercore Group L.L.C. and its affiliates had not been engaged to provide financial advisory or other services to the Parent Parties and had not received any compensation from the Parent Parties, Sisecam Chemicals Resources LLC, Sisecam Chemicals USA Inc. or Ciner Enterprises Inc. Evercore may provide financial advisory or other services to the Partnership and the Parent Parties in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore Group L.L.C. and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Partnership, the Parent Parties, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of the Partnership or Parent Parties.

SCR retained BofA Securities to act as its financial advisor in connection with evaluating the Merger. BofA Securities provided, at SCR’s request, certain preliminary discussion materials to SCR, including discussion materials dated July 5, 2022 (the “BofA Discussion Materials”).

The BofA Discussion Materials are included as an exhibit to the Schedule 13E-3 relating to the Merger and are incorporated herein by reference in their entirety. The description of the BofA Discussion Materials set forth below is qualified in its entirety by reference to the full text of such materials. You are urged to read the BofA Discussion Materials carefully and in their entirety. The BofA Discussion Materials were provided for the information and benefit of SCR in connection with its evaluation of the Merger. BofA Securities was not requested to, and it did not, provide to SCR or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Merger Consideration, or otherwise), (ii) valuation of the Partnership for the purpose of assessing the fairness of the Merger Consideration to any person or (iii) recommendation as to how to vote or act on any matters relating to the proposed Merger or otherwise. The BofA Discussion Materials were provided for the use and benefit of SCR in its consideration of the Merger and did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to SCR, nor did they address the underlying business decision by SCR to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. The BofA Discussion Materials were preliminary and informational and were based on financial forecasts and other information and data available to BofA Securities as of the date such materials were prepared rather than as of a date proximate to the execution of the Merger Agreement. Because BofA Securities was not requested to, and did not, deliver a fairness opinion in connection with the Merger, it did not follow and was not required to follow all of the procedures in preparing the BofA Discussion Materials that it would ordinarily follow in connection with delivering an opinion. The BofA Discussion Materials should not be construed as creating any fiduciary duty on BofA Securities’ part to SCR or any other person and such materials are not intended to be, and do not constitute, a recommendation to SCR or any other person in respect of the Merger, including as to how any unitholder of the Partnership should act or vote in respect of the Merger.

For purposes of its analysis and preparing the BofA Discussion Materials, BofA Securities assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by BofA Securities, without any independent verification of such information (and has not assumed responsibility or liability for any independent

verification of such information), and has further relied upon the assurances of the management of SCR that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts relating to the Partnership prepared and furnished to BofA Securities by management of the Partnership, BofA Securities assumed with SCR’s consent that they were reasonably prepared on bases reflecting the best available estimates and good faith judgments of management of Partnership GP as to the future financial performance of the Partnership and the other matters covered thereby. BofA Securities expressed no view as to the financial forecasts relating to the Partnership or the assumptions on which they are based.

For purposes of its analysis and preparing the BofA Discussion Materials, BofA Securities further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition.

BofA Securities did not conduct a physical inspection of the properties or facilities of the Partnership, and BofA Securities did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Partnership, nor was BofA Securities furnished with any such valuations or appraisals, nor did BofA Securities evaluate the solvency or fair value of the Partnership under any state or federal laws relating to bankruptcy, insolvency or similar matters. The BofA Discussion Materials were necessarily based upon information made available to BofA Securities as of the date of such materials and financial, economic, market and other conditions as they existed and as could be evaluated on the date of such materials. It is understood that subsequent developments may affect the BofA Discussion Materials and that BofA Securities does not have any obligation to update, revise or reaffirm such materials.

BofA Securities was not asked to pass upon and expressed no opinion with respect to any matter. BofA Securities did not express any view on, and the BofA Discussion Materials did not address, the fairness of the proposed transaction to, or any consideration (including the Merger Consideration) received in connection therewith by, the holders of any class of securities, creditors or other constituencies of the Partnership, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Partnership, or any class of such persons, whether relative to the Merger Consideration or otherwise. BofA Securities was not asked to pass upon, did not express any view on, and the BofA Discussion Materials did not address, any term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement.

BofA Securities did not address the relative merits of the Merger as compared to other business or financial strategies that might have been available to SCR, nor did it address the underlying business decision of SCR to engage in the Merger. BofA Securities was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Common Units or any business combination or other extraordinary transaction involving SCR or the Partnership. BofA Securities did not make, and the BofA Discussion Materials did not constitute, a recommendation to SCR or to any other persons in respect of the Merger, including as to how any unitholder of the Partnership should vote or act in respect of the Merger. BofA Securities did not express any opinion as to the price at which the Common Units would trade at any time. BofA Securities is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by SCR and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the BofA Discussion Materials. The following summary does not purport to be a complete description of the analyses performed by BofA Securities. Except as otherwise noted, the quantitative information included in the BofA Discussion Materials, to the extent that it is based on market data, is based on market data that existed on July 5, 2022, and is not necessarily indicative of current market conditions.

BofA Securities made a written presentation to SCR management on July 5, 2022, discussing the potential financial terms on which SCR could make a potential offer to buy the publicly held units of Partnership, and other related considerations. In particular, the presentation:

BofA Securities observed overall mean and median premiums of in such MLP take private transactions, based on the unaffected price and the 30-day VWAP of the target entities’ securities, respectively, of the following:

Except as otherwise noted, the quantitative information included in the BofA Discussion Materials, to the extent that it is based on market data, is based on market data that existed on July 5, 2022, and is not necessarily indicative of current market conditions.

A copy of the BofA Discussion Materials has been attached as an exhibit to the Schedule 13E-3 related to the Merger. These materials will be available for any interested unitholder of the Partnership to inspect and copy at the Partnership’s executive offices during regular business hours.

The foregoing summary of the BofA Discussion Materials does not purport to be a complete description of the analyses or data presented by BofA Securities to SCR. It should be noted that no partnership or other company used in BofA Securities’ analyses as a comparison is directly comparable to the Partnership and no precedent transaction used in BofA Securities’ analyses is directly comparable to the Merger. Furthermore, BofA Securities’ analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors

that could affect the acquisition, public trading or other values of the partnerships, companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of SCR, SCW, Partnership GP, the Partnership and their advisors.

BofA Securities prepared the analyses included in the BofA Discussion Materials solely for the information and benefit of SCR. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, BofA Securities’ analyses are inherently subject to substantial uncertainty and BofA Securities assumes no responsibility if future results are materially different from those forecasted in such estimates.

The financial terms and conditions of the Merger and the non-financial terms and conditions of the Merger Agreement were determined as a result of arm’s-length negotiations between SCW and the Conflicts Committee. BofA Securities did not recommend any specific consideration to SCR, SCW or any other person or recommend that any specific consideration constituted the only appropriate consideration in the Merger. BofA Securities’ analyses and the BofA Discussion Materials were only one of many factors considered by SCR in its evaluation of the Merger and should not be viewed as determinative of the views of SCR with respect to the Merger or the Merger Consideration.

Under the terms of BofA Securities’ engagement letter with SCR, SCR agreed to pay BofA Securities a fee of $2,850,000 upon consummation of the Merger. An additional fee in the amount of $500,000 may be paid at the sole discretion of SCR. In addition, SCR agreed to reimburse BofA Securities for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify BofA Securities and any of its members, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of or in connection with its engagement.

Other than its role as administrative agent, swing line lender and letter of credit issuer pursuant to the $225.0 million senior secured revolving credit facility and in in its role as a counterparty in certain financial derivative transactions, each as more fully described in the Partnership’s Form 10-K during the two-year period prior to the date hereof and except as described herein, no material relationship existed between BofA Securities and SCR, the Partnership or any other party to the Merger Agreement pursuant to which compensation was received by BofA Securities or its affiliates as a result of such a relationship.

BofA Securities and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, BofA Securities and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to SCR, the Partnership and/or any of their respective affiliates or persons that are competitors, customers or suppliers of SCR or the Partnership.

SCR engaged BofA Securities to act as its financial advisor in connection with evaluating the proposed Merger based on BofA Securities’ qualifications, experience and reputation. BofA Securities is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Some of the directors and executive officers of Partnership GP have financial interests in the Merger that may be different from, or in addition to, those of the Unaffiliated Unitholders generally. The Conflicts Committee was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby, including the Merger.

Certain of the directors and executive officers of Partnership GP hold Common Units and will be entitled to receive the Merger Consideration in connection with the Merger. Additionally, certain of the directors of Partnership GP are affiliated with Sisecam and Ciner, the members of Partnership GP. The executive officers of Partnership GP may continue to serve as officers of Partnership GP after the closing of the Merger. Partnership GP’s directors and executive officers are also entitled to continued indemnification and directors’ and officers’ liability insurance

coverage under the terms of the Merger Agreement. Pursuant to the Merger Agreement, each SCW Unit will remain outstanding, and no consideration will be delivered in respect thereof.

No executive officer or director of the Partnership GP is entitled to or will receive any severance payments or “golden parachute compensation” in connection with the Merger.

Under the SEC rules governing “going private” transactions, each of the Sisecam Filing Parties is an affiliate of the Partnership that is engaged in the “going private” transaction and, therefore, is required to express its position as to the fairness of the Merger to the Partnership’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The Sisecam Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The Sisecam Filing Parties believe that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement will be filed with the SEC) is fair to the Unaffiliated Unitholders on the basis of the factors described in “—Purpose and Reasons of the Sisecam Filing Parties for the Merger” of this information statement and the additional factors described below.

SCW controls Partnership GP, as discussed in “Information Concerning the Sisecam Filing Parties” of this information statement.

The Sisecam Filing Parties did not participate in the deliberations of the Conflicts Committee regarding, or receive advice from the Conflicts Committee’s legal or financial advisor as to, the fairness of the Merger. None of the Sisecam Filing Parties nor any of their respective affiliates (other than the Partnership and Partnership GP) has performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the Unaffiliated Unitholders.

SCR retained BofA Securities to act as its financial advisor in connection with the Merger. BofA Securities was not asked to deliver and did not deliver an opinion to SCR, any of the Sisecam Filing Parties or any other person as to the fairness, from a financial point of view or otherwise, of the consideration to be paid or received, as the case may be, in connection with the Merger. The BofA Discussion Materials do not constitute a recommendation to any unitholder with respect to the Merger Consideration or as to how to act in connection with the proposed Merger or any other matter.

The Sisecam Filing Parties believe that the Merger is substantively and procedurally fair to the Unaffiliated Unitholders based on information available regarding the Partnership and the Sisecam Filing Parties’ analysis of such information, discussions with members of Partnership GP’s senior management regarding the Partnership and its business and the factors considered by, and the analysis and resulting conclusions of, the GP Board. In particular, the Sisecam Filing Parties believe that the Merger is both procedurally and substantively fair to the Unaffiliated Unitholders of the Partnership based on their consideration of the following factors:

The Sisecam Filing Parties did not find it practicable to assign, nor did they assign, specific relative weights to the individual factors that they considered in reaching their conclusion as to fairness.

Because the Sisecam Filing Parties consider the Partnership to be a viable going concern, the Sisecam Filing Parties believe that the liquidation value of the Partnership is irrelevant to a determination as to whether the Merger is fair to the Unaffiliated Unitholders. Accordingly, the Sisecam Filing Parties did not consider the liquidation value of the Partnerships’ assets and did not perform a liquidation analysis.

The Sisecam Filing Parties did not consider net book value, which is an accounting concept, for purposes of determining the fairness of the Merger Consideration to the Unaffiliated Unitholders because, in the Sisecam Filing Parties’ view, net book value is indicative of neither the Partnership’s market value nor its value as a going concern, but rather is an indicator of historical costs.

While the Sisecam Filing Parties considered the trading history of the Common Units and noted that at various times, this trading history reflected prices above the $25.00 to be paid for each Common Unit held by the Unaffiliated Unitholders as part of the Merger Consideration, the Sisecam Filing Parties concluded that these factors were not important in determining present value. In the Sisecam Filing Parties’ judgment, the historical trading prices for the Common Units are not indicative of the value of the Common Units as of the date of the Merger Agreement in light of the Partnership’s current business operations and future prospects.

The Sisecam Filing Parties are not aware of any firm offers made by an unaffiliated person to acquire the Partnership during the past two years and did not solicit any such offers. In any event, the Sisecam Filing Parties have no intention of selling the Common Units beneficially owned by them and therefore, in reaching their conclusion as to fairness, did not consider the possibility that any such offers might be made.

The Sisecam Filing Parties’ consideration of the factors described above reflects their assessment of the fairness of the Merger. The Sisecam Filing Parties implicitly considered the value of the Partnership in a sale as a going concern by taking into account the Partnership’s current and anticipated business, financial conditions, results and operations, prospects and other forward-looking matters. The Sisecam Filing Parties did not, however, explicitly calculate a stand-alone going concern value of the Partnership because the Sisecam Filing Parties believe that going concern value is not an appropriate method of determining the value of the Common Units for purposes of the Merger. In light of the fact that the Sisecam Filing Parties already have, and will continue to have, control of the Partnership, and that the Sisecam Filing Parties remain unwilling to sell their Common Units, the Sisecam Filing Parties do not believe that it would be appropriate for the Common Units held by the Unaffiliated Unitholders to be valued on a basis that includes a control premium.

Under the SEC rules governing “going private” transactions, each of the Sisecam Filing Parties is an affiliate of the Partnership that is engaged in the “going private” transaction and, therefore, each is required to express its purposes and reasons for the Merger to the Partnership’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The Sisecam Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

If the Merger is completed, the Partnership will become a direct wholly-owned subsidiary of SCW and Partnership GP. For the Sisecam Filing Parties, the purpose of the Merger is to effectuate the transactions contemplated by the Merger Agreement and to bear the rewards and risks of such ownership after the Common Units cease to be publicly traded.

The Sisecam Filing Parties believe that improvements to the Partnership’s capital structure and strategic direction could be achieved free of the pressures imposed on publicly traded partnerships. In addition, the Sisecam Filing Parties believe that in order to ensure the Partnership can operate over the long-term and experience sustainable enterprise growth, the Partnership will be better suited to reinvest a greater portion of its cash flows as a private company in order to execute its business plan. Further, the Sisecam Filing Parties view the Partnership as a platform for future investment and long-term compounding returns, which are often difficult to achieve as a public company driven by the investment community’s focus on short-term, often quarterly, financial results, as well as the cash distribution expectations of publicly traded partnerships. Finally, the Sisecam Filing Parties believe that, without the reporting and other substantial burdens placed on public entities, the management and employees of the Partnership will be better focused on executing on the Partnership’s strategic initiatives. Following completion of the Merger, the Sisecam Filing Parties expect to regularly explore and pursue transactions involving the Partnership intended to maximize returns to SCR’s equityholders, including, among others, acquisitions, dispositions, or other strategic transactions.

The Sisecam Filing Parties have undertaken to pursue the Merger at this time for the reasons described above.

Although the Sisecam Filing Parties believe that there will be certain opportunities associated with their investment in the Partnership if the Merger is completed, the Sisecam Filing Parties realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of the Partnership) and that such opportunities may never be fully realized.

The Sisecam Filing Parties believe that a merger transaction is preferable to other transaction structures because the Merger (i) enables SCW to acquire all of the outstanding Common Units at the same time and (ii) represents an opportunity for the Unaffiliated Unitholders to receive a premium for their Common Units in the form of the Merger Consideration representing (a) a 39.6% premium to the closing price of the Common Units on July 5, 2022, the day prior to which SCR submitted its take-private proposal to the Partnership, and (b) a 2.8% premium to the closing price of the Common Units as of January 31, 2023, the day prior to the execution of the Merger Agreement. Furthermore, the Sisecam Filing Parties believe that structuring the transaction as a merger transaction provides a prompt and orderly transfer of ownership of the Partnership in a single step, without the necessity of financing separate purchases of the Common Units in a tender offer and implementing a second-step merger to acquire any Common Units not tendered in any such tender offer, and without incurring any additional transaction costs associated with such activities.

The primary benefits of the Merger to Unaffiliated Unitholders, who will not have a continuing interest in the Partnership following the Merger, include the following:

The primary detriments of the Merger to Unaffiliated Unitholders, who will not have a continuing interest in the Partnership following the Merger, include the following:

The primary benefits of the Merger to the Partnership include the following:

The primary detriments of the Merger to the Partnership and Sisecam Filing Parties include the following:

After the Merger, the Partnership will survive as a direct wholly-owned subsidiary of SCW and Partnership GP, both of which are controlled subsidiaries of SCR. SCW is the sole member of Partnership GP. Turkiye Is Bankasi (“Isbank”) owns 51% of the interests in Türkiye Şişe ve Cam Fabrikalari A.Ş, a Turkish corporation (“Şişecam Parent”), which owns all of the ownership interests in Sisecam USA, which owns 60% of the ownership interests of SCR. Turgay Ciner owns all of the ownership interests of Akkan Enerji ve Madencilik Anonim Sirketi, which owns all of the ownership interests of KEW Soda, which owns all of the ownership interests of WE Soda, which owns all of the ownership interests of Ciner Enterprises, which owns the other 40% of the ownership interests of SCR.

In connection with the Merger, the Partnership intends to make all required filings under the Exchange Act, as well as any required filings with the NYSE and the Secretary of State of the State of Delaware. None of the Partnership, Partnership GP or SCW is aware of any federal or state regulatory approval required in connection with the Merger, other than compliance with applicable federal securities laws and applicable Delaware law.

SCW and Merger Sub, on the one hand, and each of the Partnership and Partnership GP, on the other hand, have agreed to, and to cause their respective subsidiaries to, use commercially reasonable efforts to obtain promptly (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any governmental authority necessary to consummate the transactions contemplated by the Merger Agreement.

SCR estimates that the total amount of funds necessary to complete the Merger and other transactions contemplated in the Merger Agreement will be approximately $145,000,000. SCR expects to fund the payments for the proposed transaction through a combination of cash on hand, dividend flows (or income from dividends), contributions from its parent entities and the proceeds of debt financing contemplated by a debt commitment letter dated as of February 1, 2023 with Deutsche Bank AG New York Branch and Societe Generale (collectively, the “Lenders”), pursuant to which the Lenders have agreed to provide financing for the proposed transaction consisting of a $110 million term loan facility (the “Term Loan Facility”) on the terms and subject to the conditions set forth in such letter. The obligations of the Lenders to provide debt financing under the debt commitment letter are subject to a number of customary conditions.

SCR will be the borrower under the Term Loan Facility. The Term Loan Facility would be guaranteed by the borrower and each of its subsidiaries, other than Sisecam Wyoming LLC (“SWY”) and each of its subsidiaries. The Term Loan Facility would be secured by a first priority perfected security interest in (i) all of the assets of the borrower, including (without limitation) all of the equity interests in Parent and control agreements with respect to a debt service reserve

account and other deposit accounts and (ii) all assets of the guarantors (excluding direct or indirect equity interests in SWY), including (without limitation) control agreements with respect to deposit accounts of the guarantors, in each case whether now owned or hereafter acquired throughout the duration of the Term Loan Facility.

The Term Loan Facility will mature on the earlier to occur of three and half years after the closing date and October 15, 2026. The loan under the Term Loan Facility will be subject to minimum amortization as set forth in the Commitment Letter. The Commitment Letter provides that the Term Loan Facility will bear interest at a rate equals to SOFR plus spread of 10/15/25 basis points plus applicable margins set forth in the Commitment Letter.

The Term Loan Facility will contain representations and warranties and covenants, and provide for events of default, customary for transactions of the nature of the Term Loan Facility and subject to appropriate materiality qualifiers, grace periods and other qualifications. The consummation of the borrowings under the Term Loan Facility is subject to certain conditions, including without limitation, (i) the accuracy of certain representations and warranties, (ii) absence of a specified Partnership Material Adverse Effect (as defined in the Merger Agreement), (iii) the execution and delivery of definitive documentation consistent with the terms of the Commitment Letter and otherwise reasonably satisfactory to the parties thereto, (iv) the consummation of the Contribution (as defined in the Commitment Letter), and (v) other customary closing conditions. Repayment is to be based on a sweep of excess cash flow on a quarterly basis, subject to minimum amortization requirements. SCR may prepay the Term Loan Facility at any time, on customary notice, without premium or penalty.

The description of the Commitment Letter described herein is qualified in its entirety by the terms of the Commitment Letter, which has been included as an exhibit to the Schedule 13E-3 filed in connection with the Merger.

Generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the respective party incurring such fees and expenses. The expenses incurred in connection with the filing, printing and mailing of this information statement will be paid 50% by SCW and 50% by the Partnership.

Total fees and expenses incurred or to be incurred by the Partnership and SCW in connection with the Merger are estimated at this time to be as follows:

In the Merger Agreement, the parties have agreed to cooperate with each other to make all filings with governmental authorities and to obtain all governmental approvals and consents necessary to consummate the Merger, subject to certain exceptions and limitations. It is a condition to the consummation of the Merger that there be no law, injunction, judgment or ruling prohibiting consummation of the transactions contemplated under the Merger Agreement or making the consummation of the transactions contemplated thereby illegal.

Currently, the Partnership is not aware of any complaints filed or pending litigation related to the Merger.

No provision has been made to grant Unaffiliated Unitholders access to the files of the Partnership, Partnership GP, SCW or Merger Sub or to obtain counsel or appraisal services at the expense of the foregoing parties.

The Common Units are currently listed on the NYSE under the ticker symbol “SIRE.” If the Merger is completed, the Common Units will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Holders of Common Units are not entitled to dissenters’ or appraisal rights under the Partnership Agreement, the Merger Agreement or applicable Delaware law.

After the Merger, the Partnership will survive as a direct wholly-owned subsidiary of SCW and Partnership GP, both of which are controlled subsidiaries of SCR.

The following describes the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this information statement and incorporated by reference herein. The description in this section and elsewhere in this information statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. SCW and the Partnership encourage you to read carefully the Merger Agreement in its entirety as it is the legal document governing the Merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about SCW, the Partnership or any of their respective subsidiaries or affiliates contained in this information statement or the Partnership’s public reports filed with the SEC may supplement, update or modify the factual disclosures about SCW, the Partnership or their respective subsidiaries or affiliates contained in the Merger Agreement and described in this summary. The representations, warranties and covenants made in the Merger Agreement by the Partnership, Partnership GP, SCW and Merger Sub were qualified and subject to important limitations agreed to by SCW, the Partnership and their respective subsidiaries in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of allocating risk between the parties to the Merger Agreement rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to unitholders and reports and documents filed with the SEC and in some cases were qualified by confidential disclosures that were made by each party to the other party that are not reflected in the Merger Agreement or otherwise publicly disclosed. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this information statement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone.

Subject to the terms and conditions of the Merger Agreement and in accordance with the laws of the State of Delaware, the Merger Agreement provides for the merger of Merger Sub with and into the Partnership. The Partnership, which is sometimes referred to following the Merger as the surviving entity, will survive the Merger, and the separate limited liability company existence of Merger Sub will cease. As a result of the Merger, the Partnership will survive as a direct wholly-owned subsidiary of SCW and Partnership GP. After the completion of the Merger, the certificate of limited partnership of the Partnership as in effect immediately prior to the Effective Time will remain unchanged and will be the certificate of limited partnership of the surviving entity from and after the Effective Time, until amended in accordance with applicable law, and the Partnership Agreement as in effect immediately prior to the Effective Time will remain unchanged and will be the agreement of limited partnership of the surviving entity from and after the Effective Time, until amended in accordance with its terms and applicable law.

The Effective Time will be at such time that a certificate of merger effecting the Merger is duly filed with the Secretary of State of the State of Delaware, executed in accordance with the relevant provisions of the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, or at such later date or time as is agreed to by the Partnership and SCW in writing and specified in the certificate of merger.

Unless the parties agree otherwise, the closing of the Merger will occur at 9:00 a.m. (New York Time), on the third business day after the satisfaction or waiver of the conditions to the Merger provided in the Merger Agreement (other than conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions), or at such other date or time as the Partnership and SCW agree. For further discussion of the conditions to the Merger, see “The Merger Agreement—Conditions to Consummation of the Merger.”

The Partnership and SCW currently expect to complete the Merger prior to the end of the second quarter of 2023, subject to the satisfaction or waiver of the other conditions to the transactions contemplated by the Merger Agreement described below.

The Partnership Parties and the Parent Parties may not complete the Merger unless each of the following conditions is satisfied or waived, if waiver is permitted by applicable law:

The obligations of the Parent Parties to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

The obligations of the Partnership Parties to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

For purposes of the Merger Agreement: (1) the term “Partnership Material Adverse Effect” means any event, change, fact, development, circumstance, condition or occurrence that (a) is materially adverse to, or has a material adverse effect on or change in, on or to the business, operations, assets, condition (financial or otherwise) or results of operations of the Partnership and its Subsidiaries, taken as a whole or (b) individually or together, would, or would reasonably be expected to prevent the consummation of the Merger; provided, however, that none of the following events, changes, facts, developments, circumstances, conditions or occurrences (either alone or in combination) shall be taken into account for purposes of determining whether or not a Partnership Material Adverse Effect has occurred: (a) changes in general local, domestic, foreign or international economic conditions, including changes in interest rates, changes in exchange rates for the currencies of any country, or any suspension in trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market; (b) changes affecting generally the industries or markets in which such person operates, including changes in commodity prices and the development, continuation or worsening of supply chain disruptions affecting generally such industry; (c) acts of war, sabotage or terrorism, military actions or the escalation thereof, weather conditions, or other force majeure events or acts of God, including any material worsening of any of the foregoing conditions threatened or existing as of the date of the Merger Agreement; (d) changes in regulatory, legislative, or political conditions (including anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions), (e) pandemics (including COVID-19), epidemics, plagues, contagious disease outbreaks or other comparable events (including quarantine restrictions mandated or recommended by any governmental authority), or escalation or worsening of any such events or occurrences, including, in each case, the response of Governmental Authorities (including COVID-19 measures); (f) the announcement (in accordance with the terms of the Merger Agreement) or performance of the Merger Agreement, the other transaction documents and the transactions contemplated thereby, including any disruption of customer or supplier relationships or loss of any employees or independent contractors of any Partnership Entity caused by such announcement or performance; provided, that the exception set forth in this clause (f) with respect to the performance of the Merger Agreement shall not apply in connection with any representation or warranty set forth in Section 4.4 (No Consents; Conflicts) of the Merger Agreement, or any condition insofar as it relates to any such representation or warranty; (g) any changes in the applicable laws or accounting rules or principles, including changes required by GAAP or interpretations thereof; (h) any failure in and of itself of any Partnership Entity to meet any internal or published projections, estimates or expectations of such Partnership Entity’s revenue, earnings or other financial performance or results of operations, or any failure by any Partnership Entity to meet its internal budgets, plans, or forecasts of its revenue, earnings, or other financial performance of results of operations (it being understood, in each case, that the facts, circumstances or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a Partnership Material Adverse Effect may be taken into account); and (i) any decline in (i) the market price or trading volume of the equity securities of any Partnership Entity or (ii) the credit rating of any Partnership Entity (it being understood, in each case of (i) and (ii), that the facts, circumstances, or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of a Partnership Material Adverse Effect may be taken into account); except, in the case of clauses (a) through (e) and (g), to the extent such event, change, fact, development, circumstance, condition or occurrence has a materially disproportionate adverse effect on the Partnership Entities as compared with other Persons operating in the same industry in the United States.

Consummation of the Merger requires the Partnership Unitholder Approval. The GP Board has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and authorized that the Merger Agreement be submitted to the limited partners for a vote by written consent. SCW is the record and beneficial owner of approximately 74% of the outstanding Common Units, a sufficient number to constitute a Unit Majority and to approve the Merger Agreement and the transactions contemplated thereby. Immediately following the execution of

the Merger Agreement, SCW delivered to the Partnership an irrevocable written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger, by a Unit Majority, which consent constitutes the Partnership Unitholder Approval. As a result, the Partnership has not solicited, and is not soliciting, your approval of the Merger Agreement, and does not plan to call a meeting of the holders of Common Units to approve the Merger Agreement.

The Merger Agreement provides that, at the Effective Time, each Common Unit issued and outstanding or deemed issued and outstanding as of immediately prior to the Effective Time, other than the SCW Units, will be converted into the right to receive $25.00 in cash, to be paid without interest thereon and reduced by any applicable tax withholding. As of the Effective Time, all of the Common Units converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be canceled and cease to exist.

Each (i) SCW Unit, (ii) General Partner Interest and (iii) Incentive Distribution Right issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger and shall be unchanged and remain outstanding, and no consideration will be delivered in respect thereof pursuant to the Merger Agreement or the transactions contemplated thereby.

Before the closing date, SCW will appoint a paying agent reasonably acceptable to the Partnership for the purpose of exchanging the Common Units, whether represented by certificates or in book-entry form only, for the Merger Consideration. As promptly as practicable after the Effective Time, SCW or its designee will send, or will cause the paying agent to send, to each record holder of Common Units, other than DTC, as of the Effective Time whose Common Units were converted into the right to receive the Merger Consideration, a letter of transmittal in a form as the Partnership and SCW or its designee may reasonably agree, including, as applicable, instructions for use in effecting the surrender of the Common Units to the paying agent in exchange for the Merger Consideration.

On or before the closing date, SCW will deposit or cause to be deposited with the paying agent in trust for the benefit of the holders of Common Units which are converting into the right to receive the Merger Consideration at the Effective Time, an amount of cash in U.S. dollars equal to the amount of the aggregate Merger Consideration payable pursuant to the Merger Agreement. The Parent Parties will also make available or cause to be made available, to the paying agent, from time to time as needed, cash sufficient to pay distributions pursuant to Section 3.1(d) of the Merger Agreement. All such cash deposited with the paying agent is referred to as the “Exchange Fund.” The paying agent will deliver the Merger Consideration and distributions contemplated to be paid pursuant to the Merger Agreement out of the Exchange Fund. Each holder of Common Units, other than DTC, that have been converted into the right to receive the Merger Consideration, upon delivery to the paying agent of a properly completed letter of transmittal and surrender of such Common Units, will be entitled to receive a check in an amount equal to the aggregate amount of cash that such holder has a right to receive under the Merger Agreement.

Prior to the Effective Time, the Merger Consideration will be appropriately adjusted to reflect fully the effect of any unit dividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, combination, exchange of units or similar transaction with respect to Common Units to provide the unitholders the same economic effect as contemplated by the Merger Agreement prior to such event.

Each of the Parent Parties, the surviving entity, the paying agent and their respective affiliates will be entitled to deduct and withhold from the consideration otherwise payable to a holder of Common Units such amounts, if any, as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder, or under any provision of applicable state, local or foreign tax law. To the extent that deduction and withholding is required, such withheld amounts will be treated for purposes of the Merger Agreement as having been paid to the former holder of Common Units in respect of whom such withholding was made.

See “Special Factors - Regulatory Approvals and Clearances Required for the Merger” for a description of the material regulatory requirements for the completion of the Merger.

The parties to the Merger Agreement have agreed to (i) make or cause to be made any filings to the extent required or requested of such party or any of its subsidiaries under any applicable laws or by any governmental authority with competent jurisdiction with respect to the Merger Agreement as promptly as is reasonably practicable; (ii) reasonably cooperate with the other parties and furnish all information in such party’s possession that is necessary in connection with any other party’s filings and requested by such other party; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant governmental authority with respect to the Merger Agreement as promptly as is reasonably practicable (including, with respect to the Parent Parties refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by the Merger Agreement) that would present a material risk of delaying or making it more difficult to secure such waiting period expiration or termination, clearance or approval); (iv) promptly inform the other parties of (and, at any other party’s reasonable request, supply to such other party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any governmental authority in respect of any applicable filings; (v) use commercially reasonable efforts to comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such party or any of its affiliates under any laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any governmental authority with respect to the Merger Agreement; and (vii) use commercially reasonable efforts to contest and resist any proceeding instituted (or threatened in writing to be instituted) by any governmental authority challenging the Merger Agreement as violative of any law. Notwithstanding the foregoing, in no event shall any of the Parent Parties or any of their respective affiliates be required to take any Divestiture Action (as defined in the Merger Agreement) on behalf of themselves, the Partnership Parties or any of their respective subsidiaries. The Partnership Parties have agreed to, or cause their respective subsidiaries to, take any Divestiture Action requested by SCW if such actions are only effective after the Effective Time and conditioned upon the consummation of the Merger.

The Partnership or SCW may terminate the Merger Agreement and abandon the transactions contemplated thereunder at any time prior to the Effective Time, by mutual written consent of Partnership (as authorized by the Conflicts Committee) and SCW.

In addition, either SCW or, the Partnership (as authorized by the Conflicts Committee), may terminate the Merger Agreement if (i) any Restraint is in effect and has become final and nonappealable; provided that the right to terminate pursuant to the foregoing is not available to a party if such Restraint was primarily due to the failure of such party (or, in the case of Partnership, either Partnership Party, and in the case of SCW, either Parent Party) to perform any of its obligations under the Merger Agreement or, (ii) the Merger has not occurred on or before the Outside Date; provided, that the right to terminate is not available to a party if the inability to satisfy such condition was due to the failure of such party (or, in the case of Partnership, either Partnership Party, and in the case of SCW, either Parent Party) to perform any of its obligations under the Merger Agreement or if any other party has filed and is pursuing an action seeking specific performance pursuant to the terms of the Merger Agreement.

The Partnership (as authorized by the Conflicts Committee) may terminate the Merger Agreement if either Parent Party has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement (or if any of the representations and warranties of such other party fail to be true) and such breach or failure would give rise to the failure of a condition to closing that is not capable of being cured, or is not cured, by the earlier of (A) thirty days following receipt of written notice from the other party of such breach or failure and (B) the Outside Date.

Parent may terminate the Merger Agreement if either Partnership Party has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement (or if any of the representations and warranties of such other party fail to be true) and such breach or failure would give rise to the failure of a condition to closing that is not capable of being cured, or is not cured, by the earlier of (A) thirty days following receipt of written notice from the other party of such breach or failure and (B) the Outside Date.

In addition, the Partnership (as authorized by the Conflicts Committee) may terminate the Merger Agreement if (i) two days have elapsed since all closing conditions have been met or waived, (ii) Partnership has delivered to SCW a Closing Failure Notice (as defined in the Merger Agreement) confirming that all closing conditions have and continue to be satisfied, and that each Partnership Party stands, willing and able to consummate the closing on the date of such notice and at all times during the five business days immediately after such notice is delivered, and (iii) SCW fails to consummate the transactions contemplated by the Merger Agreement (including the closing) within those five business days.

Generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the respective party incurring such fees and expenses. The expenses incurred in connection with the filing, printing and mailing of this information statement will be paid 50% by SCW and 50% by the Partnership.

Under the Merger Agreement, the Partnership and Partnership GP has undertaken certain covenants that place restrictions on it and its subsidiaries, including the Partnership, from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time. In general, the Partnership and Partnership GP has agreed to, and to cause each of its subsidiaries, including the Partnership, to, among other things, conduct their respective businesses in the ordinary course of business consistent with past practices. Subject to SCW’s written consent and other exclusions, each of the Partnership and Partnership GP will not, and will cause each of its subsidiaries, not to, as applicable:

The foregoing restrictions will not prohibit the Partnership Entities from taking commercially reasonable actions outside of the ordinary course of business or not consistent with past practice in response to (x) changes or developments resulting or arising from COVID-19 or any COVID-19 Measures (as defined in the Merger Agreement) or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to the Partnership to take commercially reasonable actions outside of the ordinary course of business or not consistent with past practice; provided, further, however, that prior to taking any such action outside of the ordinary course of business or not consistent with past practice, the Partnership Parties will consult with Parent and consider in good faith the views of Parent regarding any such proposed action.

Under the Merger Agreement, the Parent Parties have agreed (i) that all rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities existing in favor of any officer, director or manager of any Partnership Entity, or any person serving at the request of any Partnership Entity as an officer, director, member, general partner, fiduciary or trustee of another person, as provided in the organizational documents of such Partnership Entities will survive the closing and shall remain in full force and effect for a period of not less than six years following the closing date, and (ii) the Parent Parties will cause each Partnership Entity to honor and maintain in effect all such rights during such period. In addition, for a period of not less than six years, the Parent Parties agreed to not, and to cause any Partnership Entity to not, amend, restate, waive or terminate any organizational document of any Partnership Entities in any manner that would adversely affect the indemnification, exculpation or advancement rights of any such officer, director, manager or other covered person.

Under the Merger Agreement, the Parent Parties have agreed, during the period commencing on the closing date and extending to the sixth anniversary of the closing date, to maintain in effect the current directors and officers liability and fiduciary liability insurance policy or policies that such Partnership Entity has as of the date of the Merger Agreement provided that the Partnership Entities, or the Parent Parties on behalf of the Partnership Entities, may substitute therefor a “tail” or runoff policy (covering all claims, whether choate or inchoate, made during such six year period), in each case, providing coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the closing date that is no less advantageous to each covered person as in existence as of the date of the Merger Agreement, covering such acts, events, occurrences or omissions under the directors and officers liability and fiduciary liability insurance or similar policy maintained by the Partnership Entities as of the date of the Merger Agreement.

At any time prior to the Effective Time, whether before or after receipt of Partnership Unitholder Approval, the parties may, by written agreement, amend or supplement the Merger Agreement; provided, however, that:

Unless otherwise expressly set forth in the Merger Agreement, whenever a determination, decision, approval, consent, waiver or agreement of the Partnership or Partnership GP is required pursuant to the Merger Agreement, such determination, decision, approval, consent, waiver or agreement must be authorized by the Conflicts Committee and, unless otherwise required by the Partnership Agreement or applicable law, such action shall not require approval of the holders of Common Units.

At any time prior to the Effective Time, any party to the Merger Agreement may, subject to applicable law:

The Merger Agreement provides that termination of the Merger Agreement will relieve the parties from their respective duties and obligations arising under the Merger Agreement after the date of such termination and that the

parties will have no further liability under the Merger Agreement. Notwithstanding anything to the contrary therein, the Merger Agreement also provides that in the event that the Merger Agreement is terminated by the Partnership, or by the Partnership or SCW at a time when the Partnership could have terminated the Merger Agreement, under certain circumstances, SCW or its designee will pay, no later than ten business days after the date of such termination, the Parent Termination Fee in an amount in cash equal to $7,873,186.50 to the Partnership.

The Merger Agreement also provides that the parties are entitled to obtain an injunction to prevent breaches of the Merger Agreement and to specifically enforce the Merger Agreement. Under no circumstance will the Partnership Parties be permitted or entitled both to obtain specific performance and to receive all or any portion of the Parent Termination Fee. The Parent Termination Fee, together with the specific performance rights described in Section 9.8 of the Merger Agreement, are the sole and exclusive remedies of the Parent Parties and the Partnership Parties and any of their respective former, current and future affiliates, each of their former, current and future affiliates, partners, members, equityholders and representatives, and each of their respective heirs, executors, administrators, successors and assigns, and under no circumstances shall SCW be obligated to both specifically perform the terms of the Merger Agreement and pay the Termination Fee.

The Merger Agreement contains representations and warranties made by the Partnership and Partnership GP, on the one hand, and SCW and Merger Sub, on the other hand. These representations and warranties have been made solely for the benefit of the other parties to the Merger Agreement and:

The representations and warranties made by SCW and Merger Sub to the Partnership relate to, among other things:

Until the Effective Time or the earlier termination of the Merger Agreement, Partnership GP will not, without the prior written consent of SCW, declare or pay any distribution payable in cash, stock or property, other than regular quarterly distributions required to be paid by the Partnership and its subsidiaries pursuant to their organizational documents and as contemplated by the Merger Agreement. Partnership GP has agreed to declare, and to cause the Partnership to pay, regular quarterly cash distributions to the Partnership’s unitholders during the pendency of the Merger in the amount of available cash for each quarterly period, and to use its best efforts to cause such available cash amount to be sufficient to distribute to unitholders an amount equal to or greater than $0.50 per Common Unit (subject to proration for any shorter period in which the closing occurs).

The Merger Agreement also contains covenants relating to cooperation in the preparation of this information statement and additional agreements relating to, among other things, access to information, notice of specified matters, public announcements, the Partnership Parties’ reasonable cooperation with SCW and its affiliates to obtain financing to consummate the transactions contemplated by the Merger Agreement, and delisting from the NYSE and termination of trading of the Common Units at the closing.

On April 3, 2023, Messrs. Alec Gilbert Dreyer, Michael E. Ducey and Thomas W. Jasper, the non-employee directors of the Partnership GP, each acquired 2,986 Common Units of the Partnership as part of their annual compensation for service as non-employee directors of the Partnership GP, and as a result of such transactions, Messrs. Dreyer, Ducey and Jasper beneficially own 24,295, 39,360 and 32,104 Common Units of the Partnership, respectively. The aforementioned grants on April 3, 2023 did not involve the payment of any consideration by Messrs. Dreyer, Ducey and Jasper. The last reported sales price of the Common Units of the Partnership on the NYSE at the time of the grants was $25.12 per Common Unit. Except as set forth above, there have been no other transactions in the Common Units by the Partnership, Partnership GP, SCW or any other executive officer, director, or majority-owned subsidiary of the foregoing parties or by any pension, profit-sharing or similar plan of the foregoing parties within the past 60 days.

If the Merger is completed, the Common Units will be delisted from the NYSE and deregistered under the Exchange Act (via termination of registration pursuant to Section 12(g) of the Exchange Act). After the closing of the Merger, the Partnership will also file a Form 15 to suspend its reporting obligations under Section 15(d) of the Exchange Act. As a result, the Partnership will no longer be obligated to file any periodic reports or other reports with the SEC on account of the Common Units.

The following is a discussion of the material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Unitholders (as defined below). This discussion is based upon current provisions of the Code, Treasury regulations, court decisions and administrative rulings, all as in effect on the date of this information statement, and all of which are subject to change (possibly with retroactive effect) or are subject to differing interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below.

This discussion does not purport to be a complete discussion of all U.S. federal income tax consequences of the Merger and does not describe any tax consequences arising under the net investment income tax, the alternative minimum tax, U.S. federal estate or gift tax laws, any state, local or non-U.S. tax laws, tax treaties or any U.S. federal laws other than those pertaining to income taxes.

Further, with the exception of the discussion below on U.S. Withholding Tax Consequences to Non-U.S. Unitholders (as defined below), this discussion focuses on the Partnership’s unitholders who are individual citizens or residents of the United States (for U.S. federal income tax purposes) and has only limited application to corporations, estates, trusts, nonresident aliens, certain former citizens or other unitholders subject to specialized tax treatment, such as tax-exempt institutions, employee benefit plans, foreign persons, banks and other financial institutions, insurance companies, real estate investment trusts (“REITs”), individual retirement accounts (“IRAs”), mutual funds, traders in securities that elect mark-to-market, controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, persons who do not hold their Common Units as “capital assets” (generally, property held for investment), persons who hold Common Units as part of a hedge, straddle or conversion transaction, persons who acquired Common Units by gift, or directors, employees of and other service providers to the Partnership who received (or are deemed to receive) Common Units as compensation or through the exercise (or deemed exercise) of options, unit appreciation rights, phantom units or restricted units granted under a Partnership equity incentive plan. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Common Units, the tax treatment of a partner in such partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. A partner in a partnership (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding Common Units should consult its own tax advisor regarding the U.S. federal income tax consequences of the Merger.

For purposes of this discussion, the term “U.S. Unitholder” means a beneficial owner of Common Units that is for U.S. federal income purposes (1) an individual citizen or resident of the United States; (2) a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (3) a trust if (i) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more United States persons (as defined in the Code) are authorized to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable regulations to be treated as a United States person for U.S. federal income tax purposes; or (4) an estate, the income of which is subject to U.S. federal income tax regardless of its source.

The Partnership has not sought a ruling from the Internal Revenue Service (“IRS”) with respect to any of the tax consequences discussed below, and the IRS would not be precluded from taking positions contrary to those described herein. As a result, no assurance can be given that the IRS will agree with all of the tax characterizations and the tax consequences described below. Moreover, no assurance can be given that the tax characterizations and the tax consequences contained herein would be sustained by a court if contested by the IRS. Furthermore, the tax treatment of the Merger may be significantly modified by future legislative or administrative changes or court decisions. Any modifications may or may not be retroactively applied.

Accordingly, the Partnership strongly urges each unitholder to consult with, and rely upon, such unitholder’s own tax advisor in analyzing U.S. federal, state, local and foreign tax consequences of the Merger particular to the unitholder.

The Merger will cause each exchanging holder of Common Units to be treated as selling the unitholder’s Common Units for cash.

Generally, a U.S. Unitholder who receives cash in exchange for Common Units pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between the amount realized and the unitholder’s adjusted tax basis for the Common Units exchanged. The amount realized equals the sum of (i) the amount of any cash received by the unitholder and (ii) such unitholder’s share of the Partnership’s nonrecourse liabilities immediately prior to the Merger. Such unitholder’s adjusted tax basis for Common Units depends on many factors, including the amount the unitholder paid for the Common Units, the unitholder’s share of the Partnership’s nonrecourse liabilities immediately prior to the Merger, distributions from the Partnership to the unitholder, the unitholder’s share of the Partnership’s income and losses, and other considerations.

Except as noted below, gain or loss recognized by a U.S. Unitholder on the exchange of Common Units in the Merger will generally be taxable as capital gain or loss. However, to the extent the Partnership (directly and indirectly) holds “unrealized receivables” or to “inventory items” (both as defined in Section 751 of the Code), ordinary income attributable to “unrealized receivables” and “inventory items” ordinary income or loss may be realized with respect thereto (even if there is a net taxable loss realized on the exchange of the Common Units). Thus, a U.S. Unitholder may in some cases recognize both ordinary income and a capital loss upon the exchange of Common Units in the Merger.

Capital gain recognized by an individual on the sale of Common Units held for more than twelve months as of the date of the Merger will generally be taxed at the U.S. federal income tax rate applicable to long-term capital gains. Capital losses may offset capital gains and no more than $3,000 of ordinary income, in the case of individuals, and may only be used to offset capital gains, in the case of corporations.

The amount of gain or loss recognized by a U.S. Unitholder in the Merger will vary depending on the unitholder’s particular situation, including the unitholder’s adjusted tax basis of the Common Units, the unitholder’s holding period in its Units (which may be a blended holding period), the amount of any suspended losses that were not deductible by a holder of Common Units in prior taxable periods that may become available to offset all or a portion of the gain recognized by such unitholder and other factors.

Each holder of Common Units is strongly urged to consult its own tax advisor with respect to the specific tax consequences of the Merger, taking into account the unitholder’s own particular circumstances.

U.S. Unitholders will be allocated their share of the Partnership’s items of income, gain, loss and deduction for the taxable period of the Partnership ending on the date of the Merger. These allocations will be made in accordance with the terms of the Partnership Agreement. A U.S. Unitholder will be subject to U.S. federal income tax on any such allocated income and gain, even if such unitholder does not receive a cash distribution from the Partnership attributable to such allocated income and gain. Any income and gain allocated to a unitholder will increase the unitholder’s tax basis in the Common Units held and, therefore, will reduce the gain, or increase the loss, recognized by the unitholder resulting from the Merger. Any losses and deductions allocated to a unitholder will decrease the unitholder’s tax basis in the Common Units held and, therefore, will increase the gain, or reduce the loss, recognized by the unitholder resulting from the Merger.

For purposes of this discussion, the term “Non-U.S. Unitholder” means a beneficial owner of Common Units that is not a U.S. Unitholder. For dispositions of our Common Units occurring after December 31, 2022, generally withholding is required on the amount realized at a rate of 10% unless the disposing unitholder certifies that it is not a foreign person. The determination of a partner’s “amount realized” on the sale of a partnership interest generally includes any decrease of a partner’s share of the partnership’s liabilities, but Treasury Regulations provide that, in the case of a publicly traded partnership, the “amount realized” on a transfer of an interest in such entities, such as our Common Units, will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor, and thus will be determined without regard to any decrease in that partner’s share of a publicly traded partnership’s liabilities. The Treasury Regulations and recent guidance from the IRS further provide that, with respect to transfers occurring after December 31, 2022 that are effected through a broker, the obligation to withhold is imposed on the transferor’s broker. Non-U.S. Unitholders should consult a tax advisor regarding the impact of these rules on a disposition of our Common Units.

The Partnership was formed in April 2013 by SCW. The Partnership owns a controlling interest comprised of 51.0% membership interest in Sisecam Wyoming, which is one of the largest and lowest cost producers of natural soda ash in the world, serving a global market from our facility in the Green River Basin of Wyoming. Our facility has been in operation for more than 50 years.

The Partnership’s Common Units trade on the NYSE under the symbol “SIRE.” The Partnership’s mailing address is Five Concourse Parkway Suite 2500 Atlanta, Georgia 30328, and its telephone number is (770) 375-2300. A detailed description of the Partnership’s business is contained in the Form 10-K and the Forms 10-Q, all of which are incorporated by reference into this information statement.

During the past five years, neither the Partnership nor Partnership GP has been (1) convicted in a criminal proceeding or (2) party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the entity from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

The Partnership is a Delaware limited partnership formed in April 2013. The Partnership owns a controlling interest comprised of a 51.0% membership interest in Sisecam Wyoming, which is one of the largest and lowest cost producers of natural soda ash in the world, serving a global market from our facility in the Green River Basin of Wyoming. Our facility has been in operation for more than 50 years. In September 2013, the Partnership became a publicly traded master limited partnership (“MLP”), and its Common Units are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “SIRE.”

On December 21, 2021, Ciner Enterprises (which was the indirect owner of approximately 74% of the Common Units in the Partnership) completed the following transactions pursuant to the definitive agreement which Ciner Enterprises entered into with Sisecam USA, a direct subsidiary of Şişecam Parent on November 20, 2021:

On July 6, 2022, the Partnership received an unsolicited non-binding proposal from SCR pursuant to which SCR would acquire all of the outstanding Common Units of the Partnership that SCR and its affiliates do not already own in exchange for $17.90 in cash for each such Common Unit. The GP Board delegated authority to evaluate and negotiate the proposal to the Conflicts Committee.

For a further discussion of the recent developments regarding the Merger, see “Special Factors—Background of the Merger.”

The following table sets forth certain summary historical consolidated financial data of the Partnership for the periods ended and as of the dates indicated. The consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 and the reconciliation of Adjusted EBITDA to net income and to cash flow from operations as of December 31, 2022, 2021, and 2020 have been derived from the Partnership’s audited consolidated financial statements included in the Form 10-K. The data presented below should be read in conjunction with the consolidated financial statements and the related notes and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk” contained in the Form 10-K and the Form 10-Q incorporated by reference into this information statement.

The following table presents a reconciliation of Adjusted EBITDA to net income and to cash flow from operations, the most directly comparable GAAP financial measures, on a historical basis for each of the period indicated.

We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). We also present the non-GAAP financial measures of:

We define Adjusted EBITDA as net income (loss) plus net interest expense, income tax, depreciation, depletion and amortization, equity-based compensation expense and certain other expenses that are non-cash charges or that we consider not to be indicative of ongoing operations. Distributable cash flow is defined as Adjusted EBITDA less net cash paid for interest, maintenance capital expenditures and income taxes, each as attributable to Sisecam Resources LP. The Partnership may fund expansion-related capital expenditures with borrowings under existing credit facilities such that expansion-related capital expenditures will have no impact on cash on hand or the calculation of cash available for distribution. In certain instances, the timing of the Partnership’s borrowings and/or its cash management practices will result in a mismatch between the period of the borrowing and the period of the capital expenditure. In those instances, the Partnership adjusts designated reserves (as provided in the partnership agreement) to take account of the timing difference. Accordingly, expansion-related capital expenditures have been excluded from the presentation of cash available for distribution. Distributable cash flow will not reflect changes in working capital balances.

Adjusted EBITDA is a non-GAAP supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess the Partnership’s operating performance and liquidity. Adjusted EBITDA may provide an operating performance comparison to other publicly traded partnerships in our industry, without regard to historical cost basis or financing methods. Adjusted EBITDA may also be used to assess the Partnership’s liquidity including such things as the ability of our assets to generate sufficient cash flows to make distributions to our unitholders and our ability to incur and service debt and fund capital expenditures.

Distributable cash flow is a non-GAAP supplemental financial measures that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess the Partnership’s liquidity, including:

We believe that the presentation of Adjusted EBITDA provides useful information to our investors in assessing our financial conditions, results of operations and liquidity. Distributable cash flow provides useful information to investors in assessing our liquidity. The GAAP measures most directly comparable to Adjusted EBITDA is net income and net cash provided by operating activities. The GAAP measure most directly comparable to distributable cash flow is net cash provided by operating activities. Our non-GAAP financial measures of Adjusted EBITDA, distributable cash flow and distribution coverage ratio should not be considered as alternatives to GAAP net income,

operating income, net cash provided by operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all items that affect net income and net cash provided by operating activities. Investors should not consider Adjusted EBITDA and distributable cash flow in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA and distributable cash flow may be defined differently by other companies, including those in our industry, our definition of Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

The following table sets forth certain information regarding the beneficial ownership of our common units as of April 30, 2023, owned by:

each person known by us to be a beneficial owner of more than 5% of our units;

each of the directors of our general partner;

each of the named executive officers of our general partner; and

all directors and executive officers of our general partner as a group.

The amounts and percentage of units beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable.

Percentage of total units beneficially owned is based on 19,799,791 common units and 399,000 general partner units outstanding. The list of beneficial owners is presented in the following table below: