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Crestwood Midstream Partners LP Arrow Acquisition Overview
October 10, 2013
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.
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
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
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
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
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
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
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
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
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
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
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
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