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Crestwood Midstream Partners LP Arrow Acquisition Overview October 10, 2013

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Page 1: Crestwood Midstream Partners LPs2.q4cdn.com/398504439/files/doc_presentations/... · Greenfield Development Projects Natural Gas Storage Facilities NGL Facilities Crude Oil Rail Facility

Crestwood Midstream Partners LP Arrow Acquisition Overview

October 10, 2013

Page 2: Crestwood Midstream Partners LPs2.q4cdn.com/398504439/files/doc_presentations/... · Greenfield Development Projects Natural Gas Storage Facilities NGL Facilities Crude Oil Rail Facility

Forward Looking Statements

2

The statements in this communication regarding future events, occurrences, circumstances, activities, performance, outcomes

and results are forward-looking statements. Although these statements reflect the current views, assumptions and expectations

of Crestwood Midstream and Crestwood Equity management, the matters addressed herein are subject to numerous risks and

uncertainties which could cause actual activities, performance, outcomes and results to differ materially from those indicated.

Such forward-looking statements include, but are not limited to, statements about the future financial and operating results,

objectives, expectations and intentions and other statements that are not historical facts. Factors that could result in such

differences or otherwise materially affect Crestwood Midstream’s or Crestwood Equity’s financial condition, results of operations

and cash flows include, without limitation, the risks that the Crestwood Midstream and Crestwood Equity businesses will not be

integrated successfully or may take longer than anticipated; the possibility that expected synergies will not be realized, or will not

be realized within the expected timeframe; fluctuations in oil, natural gas and NGL prices; the extent and success of drilling

efforts, as well as the extent and quality of natural gas volumes produced within proximity of Crestwood Midstream or Crestwood

Equity assets; failure or delays by customers in achieving expected production in their natural gas projects; competitive

conditions in the industry and their impact on the ability of Crestwood Midstream or Crestwood Equity to connect natural gas

supplies to Crestwood Midstream or Crestwood Equity gathering and processing assets or systems; actions or inactions taken or

non-performance by third parties, including suppliers, contractors, operators, processors, transporters and customers; the ability

of Crestwood Midstream or Crestwood Equity to consummate acquisitions, successfully integrate the acquired businesses,

realize any cost savings and other synergies from any acquisition; changes in the availability and cost of capital; operating

hazards, natural disasters, weather-related delays, casualty losses and other matters beyond Crestwood Midstream or

Crestwood Equity’s control; timely receipt of necessary government approvals and permits, the ability of Crestwood Midstream

or Crestwood Equity to control the costs of construction, including costs of materials, labor and right-of-way and other factors that

may impact either company’s ability to complete projects within budget and on schedule; the effects of existing and future laws

and governmental regulations, including environmental and climate change requirements; the effects of existing and future

litigation; and risks related to the substantial indebtedness of either company, as well as other factors disclosed in Crestwood

Midstream and Crestwood Equity’s filings with the U.S. Securities and Exchange Commission. You should read filings made by

Crestwood Midstream and Crestwood Equity with the U.S. Securities and Exchange Commission, including Annual Reports on

Form 10-K for the year ended December 31, 2012 and September 30, 2012, respectively, and the most recent Quarterly Reports

and Current Reports, for a more extensive list of factors that could affect results. Crestwood Midstream and Crestwood Equity do

not assume any obligation to update these forward-looking statements.

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Arrow Midstream Opportunity Overview

3

Crestwood Midstream Partners Expands Bakken Shale Footprint with $750 Million

Midstream Acquisition in Core of the Core of the Bakken play

Attractive acquisition valuation drives immediate accretion to Crestwood’s estimated

distributable cash flow per limited partner unit in 2014; committed financing in place to

close the transaction

Visible growth from substantial producer crude oil development and synergies with

Crestwood’s existing Bakken assets drives meaningful long-term accretion

Highlights the immediate benefits of the merger of Crestwood and Inergy Midstream,

which was completed on Monday, October 7, 2013

Natural extension of Crestwood’s liquids-focused strategy positioning Crestwood

among the largest full-service midstream players in the Bakken Shale

Transaction is expected to close in 4Q 2013

This transaction represents the next strategic step in our continued expansion of

Crestwood’s full suite of midstream services across the value chain in the most

prolific crude oil and liquids-rich shale basins in North America

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Primary focus on

execution of organic

growth “in hand”

(Marcellus, Bakken,

Niobrara)

Delivering current

projects on-time and on-

budget drives greatest

near-term accretion

Aggressive

commercial

development and

pursuit of

consolidation and bolt-

on opportunities

around existing assets

Capture $15 to $20

million of annual cost

and operational

synergies

One partnership culture

with centralized shared

services platform drives

economies of scale and

standardization

“Cross-selling”

services to maximize

fee / margin

opportunities

Leverage customer

relationships to link

supply with

fundamental demand

Growth balanced

between M&A and

organic development;

balance of near-term

accretion and long-

term growth

Leverage existing

platform for bolt-on

acquisitions and

expansions with

upstream and

downstream synergies

Capital allocation

towards opportunities

with greatest visibility

to growth; “Core of the

Core” unconventional

plays

Proactively manage

the balance sheet to

“front-run” capital

requirements

Focused on achieving

investment grade

credit ratings to lower

cost of capital

Dual equity currency to

facilitate

transformational growth

Significant track record

of raising capital to fund

growth opportunities

Crestwood Strategic Objectives

4

Pursue liquids-driven strategy around existing asset platform and geographic footprint

to deliver promised growth objectives; success will be primarily driven by execution

Execution &

Optimization

Integration &

Synergies

Future Growth &

Accretion

Financial

Flexibility

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Established Platform Where We Want to Be

5

Gathering and Processing

Greenfield Development Projects

Natural Gas Storage Facilities

NGL Facilities

Crude Oil Rail Facility

Existing platform in every premier shale play

in North America creates significant opportunity for

optimization, organic expansion, and strategic M&A

Asset Summary (1)

Natural Gas

1.3 Bcf/d natural gas transportation capacity

2.1+ Bcf/d gathering capacity

1,260+ miles of pipeline

~80 Bcf natural gas storage capacity

NGL & Crude Oil

NGL logistics business including trucks, terminals,

fractionation, NGL storage and marketing

8 natural gas processing plants; 600+ MMcf/d

processing capacity

110,000 BPD NGL trucking volumes

300 miles of crude and water gathering pipelines;

125,000 Bbl/d crude oil gathering capacity; 40,000

Bbl/d water gathering capacity

160,000 BPD crude oil rail terminal

Crude trucks, rail cars and marketing

(1) Includes announced expansion projects.

High Growth

Core Optimize

Core Stable

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Arrow Midstream: A Strategic Fit

Substantial footprint in the “core of the core” of the prolific Bakken Shale

Strong crude oil fundamentals drive robust producer economics translating into

accelerated development and significant expected production growth

Expanded platform positions Crestwood among the largest full-service Bakken Shale

midstream players

Service offerings in the Bakken expanded to include crude oil gathering, natural gas

gathering and water gathering along with truck, rail and pipeline transport

Over 150,000 net acres dedicated to Arrow gathering systems from blue-chip

producer customers under primarily fixed-fee contracts (~85% of Arrow gross margin

from fixed-fee services)

System located approximately 60 miles southeast of Crestwood’s existing COLT Hub

assets in Williams County, ND

Direct connectivity through Hiland and Tesoro crude oil pipeline provides significant

opportunity for synergies between COLT and Arrow

Exemplifies Crestwood’s long-term strategy of connecting supply with demand to

increase fee opportunities and optimize customer service solutions

Secured fully committed equity and debt financing required to close the transaction

>50% of acquisition consideration to come from issuance of long-term equity capital;

deleveraging to the Partnership with meaningful expected EBITDA growth in 2014

No financing contingencies to close the transaction

6

Highlights the immediate benefits of the merger of Crestwood and Inergy Midstream

Long-term

financing for long-

term assets

Optimization

opportunities

around existing

footprint

Expanding the

value chain with

fixed-fee service

offerings

Liquids-focused

strategy

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Arrow Midstream System Overview

7

Arrow Midstream’s assets located in some of the most active areas of the

Bakken Shale

Located on the Fort Berthold Reservation in Dunn and

McKenzie counties, North Dakota

The Arrow system consists of approximately 460 miles of

gathering pipeline:

150 miles of crude oil gathering lines (125,000 Bbl/d

of throughput capacity by 2015)

160 miles of natural gas gathering lines (100 MMcf/d

of throughput capacity by 2015)

150 miles of water gathering lines (40,000 Bbl/d of

throughput capacity by 2015)

23-acre CDP that is a central aggregation point for all

crude oil, natural gas and production water gathered:

Centrally located near multiple product markets in the

region providing significant customer optionality

Adjacent to Tesoro’s Johnson’s Corner Injection Point

with deliverability to Mandan Refinery, Ramberg to

Enbridge or COLT Hub and Stampede Rail Stations

Multiple pipeline interconnects, including connections with

the Tesoro, Hiland, and BakkenLink pipelines

Fully-automated truck loading facilities and crude oil

storage capacity

Asset Description Asset Map

Counties of Operations: Dunn and McKenzie Counties, ND

Approx. Current

Throughput:

50,000 MBbls/d crude oil; 15 MMcf/d of

gas; 8,500 MBbls/d of water

Current Wells

Connected:

~235 wells

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0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

900,000

1/1

/20

10

4/1

/20

10

7/1

/20

10

10

/1/2

010

1/1

/20

11

4/1

/20

11

7/1

/20

11

10

/1/2

011

1/1

/20

12

4/1

/20

12

7/1

/20

12

10

/1/2

012

1/1

/20

13

4/1

/20

13

7/1

/20

13

Bakken Shale a Core Area for Future Growth

8

Capital allocation to the “core of the core” of the most prolific liquids-rich and crude

oil plays

Original Oil in Place

… Continued Production Growth (Bbls/d)(2)

Expanding footprint in the core of the

Bakken

Over 150,000 acres dedicated to Arrow systems

including more than 1,000 total potential drilling

locations on the acreage

Dramatic production growth resulting from increased

drilling activity, improved completion techniques and

highly prolific wells

8 rigs currently operating in the dedicated acreage;

expecting 2 to 3 incremental rigs to be added by Q1

2014

Crestwood’s Bakken platform to service ~18% of current

Bakken production

(1) Source: Cawley, Gillespie & Associates.

(2) Source: North Dakota Department of Mineral Resources

Attractive Producer Economics Drive…(1)

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

$20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00

Ra

te o

f R

etu

rn -

%

Oil Price ($/Bbl)

ROR

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Liquids-Driven Value Chain Strategy

9

2014E Margin Mix by Commodity (1) Full Suite of Value Chain Services

Crestwood expands liquids-focused value chain services around Bakken Shale

footprint for blue-chip producer customers

(1) Represents Crestwood consolidated gross margin. Dry gas margin includes 2014E gross margin contribution from dry gas gathering and natural gas transportation and storage

assets. NGL and crude oil margin includes 2014E gross margin contribution from rich-gas gathering and processing, NGL logistics, NGL trucking, NGL terminals, NGL fractionation,

storage and marketing, crude oil gathering, crude oil rail terminals, and crude oil trucking assets.

Dry Gas Margin,

31%

NGL / Crude Oil Margin,

69%

Expanding Bakken service offerings up the

value chain to include crude oil gathering,

natural gas gathering and water gathering

Ability to source crude oil, natural gas and

NGLs at the wellhead and gather to central

liquidity point under primarily fixed-fee contracts

Provide central aggregation point for gathered

volumes and bulk sales connection to oil and

natural gas end-use markets

Full suite of take-away solutions in the region:

Pipeline interconnects

Rail terminal operations

Truck loading capacity

1.2 MMBbl of crude oil storage

Nationwide, Crestwood will be handling over

470,000 Bbls/d of crude oil and NGLs in

addition to over 2 Bcf/d of natural gas through

our gathering systems and transportation

assets

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Synergy Potential

COLT

Connector

Dry Fork Terminal

COLT

Terminal

Tesoro Corporation

Belle Fourche Pipeline Co.

Enbridge Pipelines North Dakota Inc.

Crude Pipelines

BNSF Railroad

Enbridge

Pipeline

Tesoro

Pipeline

BNSF

Mainline

Belle

Fourche

Beaver

Lodge

Arrow system is located approximately 60 miles

southeast of CMLP’s COLT Hub crude rail and

pipeline terminal, located in Williams County, North

Dakota

Provides regional operating scale and

synergies

Direct connectivity through Hiland and Tesoro

Logistics High Plains Pipeline provides access to

COLT Hub’s 1.2MM Bbl crude oil storage and

+140,000 Bbl/d (expanding to 160,000 Bbl/d) crude

oil by rail take-away capacity

Improves pricing and sales optionality for Arrow

producers

Largest customers at COLT Hub are also major

purchasers of crude oil at the Arrow CDP

Improves access to supply for COLT customers

Arrow system completes well-head to refinery value

chain link for customers, thus enhancing value for

both producers and refiners alike

Integrating the Bakken Footprint

10

Arrow’s CDP is a strategic liquidity hub south of the Missouri river, which

complements CMLP’s existing COLT Hub

Arrow System

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Significant Visibility to Long-term Growth

11

Core Arrow system poised for growth with system designed to “get ahead” of future

expected system throughput demand

Arrow’s oil, gas and water gathering systems have been engineered around modularly expandable stations

strategically located along its footprint; allows for highly capital-efficient capacity increases to match future

throughput requirements

Arrow undertook a significant 2013 capital investment program intended to provide core system capacity to “get

ahead” of future expected throughput system demand

Station build-outs

Line looping projects

Pump and compressor projects

System enhancements during 2013 will increase throughput capacity from 60,000 Bbl/d to over 100,000

Bbl/d in Q1 2014

The majority of Arrow’s large core system enhancement projects are either online currently or expected to be

online during 4Q-2013

Expansion projects to accelerate gathering of flared natural gas volumes; improves producer economics

Multiple identified growth opportunities

Immediately accretive to Crestwood’s estimated distributable cash flow per limited

partner unit in 2014, with growing accretion thereafter based upon projected

production growth from customers currently dedicated to Arrow

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Commitment to Operational Excellence

12

Because of the early integration efforts surrounding the Crestwood and Inergy

merger, Crestwood is well positioned to successfully integrate the Arrow system

Crestwood is an experienced gatherer across the US and a current operator in North

Dakota Bakken Shale

COLT Hub and significant gathering expertise provides a base of operations to quickly

integrate Arrow into the Crestwood operating model

Arrow has established a great local operating relationship with the Mandan, Hidatsa &

Arikara Nation (MHA) and Crestwood is committed to maintaining and nurturing this

relationship

Intend to work jointly with the MHA to expand the systems, benefitting both producers

and royalty owners

Existing relationships with Arrow’s customers should provide for a seamless transition

Like Crestwood, Arrow is committed to safe and reliable operations, first-class

customer service, and active involvement and support for the local communities and

environments

Transition Services Agreement further allows for a smooth integration of the Arrow

system into the Crestwood operating platform

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Financing Overview

13

Crestwood has arranged fully-committed debt financing from Citigroup Global Markets Inc.; No financing

contingencies to close the transaction

Fully-committed equity financing in the form of equity consideration paid directly to the seller as well as additional

equity financing from undisclosed accredited investors

Significant equity consideration demonstrates Seller’s strong support for Crestwood’s long-term growth

objectives with the acquired Arrow assets

>50% of acquisition consideration to come from issuance of long-term equity capital

Transaction is deleveraging to the Partnership with meaningful expected EBITDA growth in 2014

Pro Forma Capitalization

(1) Reflects capitalization as of 6/30/2013 adjusted for the NRGM 11.0mm unit offering and further adjusted for the closing of the Crestwood / Inergy merger as detailed in the pro forma

capitalization table included in the NRGM prospectus supplement dated September 10, 2013.

(2) Adjustments related to Arrow Midstream transaction close. Includes $12.5 million in estimated transaction fees and expenses and fully-committed debt and equity financing arrangements.

(3) Represents total capacity under the revolving credit facility less the outstanding balance.

Pro Forma

As Adjusted Arrow Transaction Adjusted

($ millions) 6/30/2013 (1) Adjustments (2) 6/30/2013

CMLP Cash & Cash Equivalents 0.1 – 0.1

CMLP Debt:

Revolving Credit Facility 479.1 12.5 491.6

7.75% Senior Notes Due 2019 350.0 – 350.0

6.0% Senior Notes Due 2020 500.0 – 500.0

Arrow Committed Acquisition Debt – 350.0 350.0

Other debt 6.3 – 6.3

Total CMLP Debt $1,335.4 $362.5 $1,697.9

Partners' capital 3,489.7 400.0 3,889.7

Total capitalization $4,825.1 $5,587.6

Total Liquidity (3)

$520.9 $508.4

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Liquids-focused strategy benefits from robust long-

term macro fundamentals

High quality asset base sufficient to drive long-term

growth objectives

Optimization opportunities around existing

footprint drive $15 to $20 million in annual

synergies

$1.1 billion in contracted and identified organic

growth opportunities around existing asset

base

~85% margin from fixed-fee contracts

6 to 10% targeted long-term distribution growth

Management team with significant experience in

building world-class midstream organizations and

delivering significant unitholder value

Substantial GP sponsor commitment creates strong

alignment of interest with our limited partners

Key Investor Highlights

14

Positioning Crestwood for long-term visibility to growth to create unitholder value