15
April 2017

PowerPoint Presentation€¦ ·  · 2017-03-31Readers are cautioned not to place undue reliance on forward-looking statements, ... Tidewater continues to advance toward a final investment

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April 2017

2

Forward Looking Information

Advisory

In the interests of providing Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation”) shareholders andpotential investors with information regarding Tidewater, including management’s assessment of future plans and operations relating to the Corporation, this document contains certain statements and information that are forward-looking statements or information within the meaning of applicable securities legislation, and which are collectively referred to herein as “forward-looking statements”. Forward-looking statements in this document include, but are not limited to statements and tables (collectively “statements”) with respect to: the strategic acquisition and concurrent equity financing; subsequent acquisitions and strategies for acquisitions, capital projects and expenditures; strategic initiatives; anticipated producer activity and industry trends; and anticipated performance. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, as well as known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur and which may cause Tidewater’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by the forward-looking statements. These assumptions, risks and uncertainties include, among other things: receipt of third party, regulatory and governmental approvals and consents in respect of the strategic acquisition and concurrent equity financing; completion of the strategic acquisition and concurrent equity financing; Tidewater’s ability to successfully implement strategic initiatives and whether such initiatives yield the expected benefits; future operating results; fluctuations in the supply and demand for natural gas, NGLs, and iso-octane; assumptions regarding commodity prices; activities of producers, competitors and others; the weather; assumptions around construction schedules and costs, including the availability and cost of materials and service providers; fluctuations in currency and interest rates; credit risks; marketing margins; potential disruption or unexpected technical difficulties in developing new facilities or projects; unexpected cost increases or technical difficulties in constructing or modifying processing facilities; Tidewater’s ability to generate sufficient cash flow from operations to meet its current and future obligations; its ability to access external sources of debt and equity capital; changes in laws or regulations or the interpretations of such laws or regulations; political and economic conditions; and other risks and uncertainties described from time to time in the reports and filings made with securities regulatory authorities by Tidewater.

Readers are cautioned that the foregoing list of important factors is not exhaustive. The forward-looking statements contained in this document are made as of the date of this document or the dates specifically referenced herein. For additional information please refer to Tidewater’s public filings available on SEDAR at www.sedar.com. All forward-looking statements contained in thisdocument are expressly qualified by this cautionary statement.

Any financial outlook or future-oriented financial information, as defined by applicable securities legislation, has been approved by management of Tidewater as of March 29, 2017. Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management's current expectations and goals relating to the future of Tidewater. Readersare cautioned that reliance on such information may not be appropriate for other purposes.

Non-GAAP Financial Measures: This presentation refers to “EBITDA” and “cash available for distribution” (CAFD), which do not have any standardized meaning prescribed by generally accepted accounting principles in Canada (“GAAP”). We define EBITDA as meansearnings before interest, taxes, depreciation and amortization. We define “cash available for distribution” (CAFD) as the amount of cash generated from operations, before changes in working capital and after deducting sustaining capital expenditures, scheduledprincipal repayments of debt and distributions to non-controlling interests.

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Track Record of Success

➢ Previous two companies generated 20x returns for shareholders (Predator Midstream Ltd. and Predator Oil Ltd.)

High Growth, Pure Play NGL Infrastructure Business

➢ Pursuing Canadian natural gas liquids (“NGLs”) and natural gas market opportunities through the acquisition and optimization of strategic midstream, pipeline, storage, rail, downstream, and export assets

➢ Capitalizing on Management’s strong producer and downstream market access relationships, Tidewater can guarantee producers improved pricing for their NGLs

➢ > 10 acquisitions announced/completed since IPO and continue to see opportunity to purchase key midstream assets in strategic locations at deeply discounted valuations

➢ Q3 to Q4 2016 EBITDA/share growth of ~25% with continued EBITDA/share growth through 2018

➢ EBITDA increased from zero at IPO to current run rate of ~$56 million with visibility to over $80 million in the next 18-24 months while maintaining a strong balance sheet with Debt to EBITDA of 1-2x

➢ Current net debt of ~$25 MM with recently increased $180 MM credit facility

Established three core areas in strategic locations (Deep Basin, Montney and Edmonton)

➢ Deep Basin currently Tidewater’s largest core area where activity is at all time highs with 370 wells being licensed within 60 mile radius of Tidewater’s largest deep cut gas plant (BRC) in past 6 months. Tidewater scoping an expansion of the gas processing facility due to demand

➢ Edmonton assets continue to increase cashflow with the successful reactivation of the Fort Saskatchewan Ethane Extraction Plant and the build out of Tidewater’s first rail facility

➢ Tidewater continues to expand its Montney core area with a recent BC acquisition and its Pipestone Montney infrastructure/egress hub and is currently scoping its Pipestone Sour Gas Plant

Proven Capital Project Execution

➢ 10,000 bbl/day fractionation facility and relocation of turbo expander to BRC remain on-time and on-budget on industry leading timeline of 8 months and capital cost of $25MM for 10,000 bbl/day fractionation facility

➢ Phase I of Pipestone Montney infrastructure/egress hub on-time and on-budget with execution of initial injections. Tidewater continues to advance toward a final investment decision on Phase II of the project and has received significant interest from several investment grade counterparties to contract available capacity on a five-year basis, further diversifying Tidewater’s customer base

➢ Scoping Montney Pipestone sour gas plant with significant producer support

Continue to See Significant Acquisition, Organic Growth Opportunities and Synergies with Acquired Assets

Tidewater Summary

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Tidewater is a High Growth Midstream Company

NGL Connectivity Strategy

Acquire Strategic

Contracted

Infrastructure

Own key NGL/gas infrastructure and

gas plants with proximity to multiple

transportation options, coupled with

take-or-pay and/or reserve dedication

agreements

Opportunities to acquire top-tier

midstream assets in strategic locations at

discounted valuations. Ongoing review of

new opportunities to further enhance the

NGL Connectivity Strategy

Optimize Through

Organic

Investments

Enable Tidewater to own a strategic

integrated value chain from well head

to end market and/or tidewater

Opportunities to invest organically to fill

gaps in existing network

Significant opportunities within acquired

assets to continue to generate incremental

EBITDA at > 20% IRR

Increase

Capabilities of

Infrastructure

Increase third party throughput and/or

improve liquids capture/pricing of

NGLs for all related parties

Nearing completion of construction of

10,000 bbl/d fractionation facility for $25-

$27MM, generating $6-$7MM of annualized

EBITDA in Q2 2017

Relocation of existing acquired and idled

turbo expander and now scoping expansion

at BRC

Commence construction of first NGL rail

loading facility

Focused on building out large scale

Montney infrastructure and related egress

Enhance Logistics

Network & Market

Access

Infrastructure

Various logistics infrastructure

including rail, pipelines and trucking

Various port and pipeline

infrastructure to get us to export

markets

Improve cost structure and realized pricing

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2

3

4

5

Maintaining a low-risk and highly flexible

capital structure

Current net debt ~$25 million on $180

million dollar credit facility

Minimal debt vs. comparable average of

4.5x, payout ratio of ~25% vs. average of

~70%

m

Protection obtained from vendors,

contracts, competitive positioning to

ensure go forward cash flow

> 60% of EBITDA backed by take-or-pay

contracts, long term agreements and/or

reserve dedications

Continue to increase long term contracts

and diversify to customers with strong

balance sheets

Taking advantage of ongoing pipeline of

acquisition and organic growth

opportunities to increase per share value

via creativity of management team

Since the April 2015 IPO, EBITDA increased

from zero to current proforma EBITDA of

~$56 million

Visibility to over $80 million in the next 18-

24 months while maintaining a strong

balance sheet with Debt to EBITDA of 1-2x

through the execution and commissioning

of capital program

Currently trading at an overly large

discount to the comparables given more

conservative capital structure and more

easily achieved relative growth rates

EV/EBITDA multiple of 6.5x vs. peer

average of 12.0x

... That Currently Provides a Low-Risk Attractive Investment

Opportunity

Very Conservative

Capital Structure

Underlying Stable

Cash Flow

Producing

Infrastructure

Assets

Growing EBITDA,

CFPS and Share

Value

Relatively

Undervalued versus

Comparable

Companies

Attractive Investment Opportunity

1

2

3

4

66

Tidewater Facilities and Connectivity

77

Overview of Deep Basin Assets

Deep Basin Processing Facilities & Pipelines

Brazeau River Complex continues to be Tidewater’s core asset where activity is at all-time highs with 370 wells being licensed in last 6 months

Tidewater recently completed the acquisition of the remaining 37% working interest in the Brazeau River Complex (“BRC”) gas plant, the remaining 60% working interest in 105 km of gas gathering pipelines connected to the BRC and the remaining working interest in three proven natural gas storage reservoirs for $30 million

Tidewater also recently acquired a ~50% working interest in 150 km of gas gathering pipelines connected to the BRC

Tidewater has entered into a second processing agreement inprinciple with a customer who is a well capitalized, medium sized producer on a 10 year basis for the majority of the remaining capacity of the BRC

➢ Tidewater is also marketing all related NGLs for the producer, consistent with Tidewater’s goal of working with producers to achieve improved NGL netback pricing, while also diversifying its customer base and strengthening its related contracts

➢ Includes a 3-4 well commitment and reserve dedication on 55,000 acres of highly prospective lands

Tidewater near completion on 10,000 bbl/day fractionation facility at the BRC immediately at a significantly lower cost than it’s peers and on a industry leading timeline and is on-time and on-budget

➢ Fractionation facility is expected to cost $25-$27 million and generate $6-$7 million of annualized EBITDA once commissioned in Q2 2017

Tidewater is working on multiple egress/takeaway options on both natural gas and NGLs in and around the BRC to tie producers into Tidewater’s own network at Edmonton

Tidewater now scoping an expansion at BRC due to demand

Tidewater recently expanded Alder Flats by 10 MMcf/day and Alder Flats is currently processing all-time high amounts of natural gas and NGLs

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Overview of Edmonton Assets

Edmonton Processing Facilities & Pipelines

Tidewater has over 500 km of key pipelines and valuable rights of ways at Edmonton, 600 acres of heavy industrial land at Edmonton/Fort Saskatchewan, and 3 key extraction plant licenses

Edmonton assets provide egress/takeaway options for natural gas and NGL production throughout the Deep Basin and Tidewater is now tied into some of the largest industrial consumers of natural gas in Western Canada

Over the next 2 to 3 years, Tidewater plans to build out its Edmonton Energy Hub on its 600 acres of heavy industrial land and improve connectivity to major hubs at Edmonton

➢ Includes the potential for propylene and polypropylene production and/or iso-octane production as Tidewater has received several expressions of interest from various off-take and joint venture parties who Tidewater management has worked with in the past for these products

Tidewater is currently railing in NGLs from refiners through a third party rail facility and trucking the NGLs to the BRC. Tidewater anticipates a significant improvement in margins by eliminating third party rail transloading fees, eliminating trucking costs and reduced pipeline tariffs at the Acheson facility

Fort Saskatchewan Ethane Extraction plant successfully reactivated and online and on-time and on-budget at > 100% IRR

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Overview of Montney Assets

Montney Processing Facilities & Pipelines

Tidewater continues to receive interest to expand it’s natural gas processing, NGL Marketing and various egress options at its core Montney area

Tidewater finished construction of phase one of its TransCanada and Alliance connected infrastructure and related natural gas liquids hub and natural gas storage project on-time and on-budget and has commenced injections

Tidewater has received significant support from multiple producers in the Pipestone area to license and construct a 50-100 MMcf/d sour gas plant which would be backed by take-or-pay contracts and/or reserve dedications

Tidewater has received multiple term sheets from investment grade counterparties and potential financial partners to develop a large scale Montney infrastructure/egress hub near Grande Prairie

Tidewater closed NEBC Montney acquisition where it acquired 40% in an operating 30 MMcf/day sour plant in the heart of the Montney at Parkland as well as ~1,000 acres of surface land

➢ Tidewater has received significant producer support of other organic capital projects including material egress options for producers in the Deep Basin and Montney and expansion into the Montney in British Columbia. Over the next 2 to 3 years, Tidewater will attempt to tie in new British Columbia Montney NGL and station 2 natural gas infrastructure into its existing Pipestone Alliance and TransCanada connected Montney infrastructure

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5

5

6

6

6

6

9

11

18

18

20

25

65

90

Producer #13

Producer #12

Producer #11

Producer #10

Producer #9

Producer #8

Producer #7

Producer #6

Producer #5

Producer #4

Producer #3

Producer #2

TCPL Extraction

Producer #1

Tidewater has a Solid Infrastructure Business With a Strengthening

Customer Base

> 60% of EBITDA backed by take-or-pay contracts, long term agreements and/or reserve dedications with > 50 customers

Interest from several new investment grade counter parties to backstop Tidewater infrastructure

Tidewater continues to work hard to strengthen customer base and contracts

Top Producers Utilizing the Core Facilities

Take-or-pay Reserve DedicationTake or Pay:

Years Remaining

Yes Yes 2

Yes No 10+

Yes Yes n.a.

Yes No 1

Yes Yes 5

Yes No 1

No Yes n.a.

No Yes n.a.

Yes Yes 4

Yes No 2

Yes No 5

Yes No 10

Yes Yes 7

Yes No 5-10

Core Facility Throughput (MMcf/d)

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EBITDA Growth Since Inception

Focused on per share EBITDA growth with 25% per share EBITDA growth from Q3 2016 to Q4 2016

Research analysts forecasting further EBITDA growth through 2017

EBITDA Growth1

($0.2)

$5.0

$7.1 $7.3

$9.3 $9.5

$11.8

$13.9 $14.7

$16.2

$17.4

($0.02)

$0.02

$0.04

$0.06

$0.08

($5.0)

$5.0

$10.0

$15.0

$20.0

2015-Q2 2015-Q3 2015-Q4 2016-Q1 2016-Q2 2016-Q3 2016-Q4 2017-Q1 2017-Q2 2017-Q3 2017-Q4

EBIT

DA

per S

hare

($/sh.)

EBIT

DA($MM)

EBITDA EBITDA per Share

1 Forward looking EBITDA estimates as per FactSet street consensus as at Mar. 29, 2017.

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$54

-

$24 $24 $26

$28 $28

$42 $42

$46 $49

$54 $54 $56

$61

$69 $71 $71

$87

($5)

($25)

($17)

($12)

$20

$25

$55

($23)($21)

$20

$50

($15)

($2) ($2)

$38

$44

$44

$98

($30)

($20)

($10)

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

IPO BRCAcquisition &

Financing

PipelineAcquisition

Peace RiverArch Gas

PlantAcquisition

Gas Plant &Propane

Acquisitions

EdmontonArea

InfrastrucutreAcquisition

AltaGasAcquisition

$80.5 MMFinancing

AchesonPlant, Landand PipelineAcquisition

and RailFacility

BRC Infra.Acquisition

RemainingBRC Interest,

GatheringPipelines, NatGas Storage

$69 MMFinancing

NEBCProcessing

Plant / NGLTrucking

Q4 ProcessingAgreement /

PembinaRestrictionsLifted / Fort

SaskatchewanReactivation

FractionationFacility &

Relocation ofTurbo

Expander

TransCanadaand AllianceConnected

Infrastructure

Total RemainingCapital OverNext 12-24

Months

C$ M

illions

Positioned for Organic Growth Outperformance

Balance sheet is well positioned to execute on un-risked organic growth opportunities

Potential to add significant shareholder value over the next 2 years

… While maintaining a low risk capital structure with minimal debt

EBITDA Growth

EBITDA from previously announced acquisitions

Total EBITDA

Net Debt

Pro Forma EBITDA

Capital Spent/

Required Capital$180 $8 $12 $22 $10 $87 n.a. $17 n.a. $2 $40 $6 $442

Current TWM Status

$80-$150

1 Cash flow for forward looking net debt calculated as EBITDA less growth capex, maintenance capex and dividends.

1

$15 $30 $13

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Tidewater Q4 2016-2017 Capital Budget Review

Up to an additional $80-$150 MM to be spent over the next 18-24 months generating similar returns

Tidewater Capital Projects

Project Capital EBITDA Description

Acheson Facility and

Rail Terminal$17 MM $4 MM

Acquisition of sour gas processing plant ($11 MM) and construction of operated rail facility ($6 MM)

BRC Infrastructure

Acquisition$15 MM $3 MM

Acquisition of network of gathering lines connected to the BRC and Windfall processing facilities, related E&P assets and working interest in three EOR/storage pools

Remaining BRC Interest,

Gathering Pipelines,

Natural Gas Storage

$30 MM $4 MM Acquisition of remaining working interest in

BRC facility and related upstream assets

Fractionation Facility $25-$27 MM $6-7 MM

10,000 bbl/d fractionation facility at the BRC backed by existing throughput commitments and take-or-pay contracts. Capable of producing premium HD2 and HD5 propane. On-time and o- budget on industry leading timeline of 8 months

Relocation of Deep-cut

Turbo Expander$12-$15 MM $3 MM

Relocate the currently idled 40 MMcf/d deep-cut turbo expander from the Edmonton area assets acquired in January 2016. On-time and on-budget.

TransCanada and Alliance

Connected Infrastructure$6 MM $2 MM

Completed construction of Phase 1 of TransCanada and Alliance connected infrastructure and related NGL hub and natural gas storage project on-time and on-budget

Total $105-$110 MM $22-$23 MM

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Stock Symbol TSXV: TWM

Common Shares Outstanding ~328 million

Insider Ownership (Fully Diluted) ~5.0%

Market Capitalization1 $450 million

Net Debt $25 million

Enterprise Value $475 million

Total Midstream Processing

Capacity (gross/net) and Length of

Pipelines (gross/net)

~1 Bcf/day / ~650 MMcf/day

~3,500 km / ~2,500 km

Replacement Value of Midstream

Assets> $1.5 billion

Annual Dividend $0.04/sh.

Current Yield1 ~2.9%

Tidewater Corporate Profile

1 As at Mar. 29, 2017.

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Tidewater Midstream Trading Comparables

Source: Company reports and Bloomberg. Estimates based on consensus equity research; management estimate for 2017E EBITDA.1 As at Mar. 29, 2017.2 Includes options and warrants using the Treasury Method.3 EV includes non-recourse debt and preferred shares. TWM net debt includes produces from assumed exercise of over-allotment option.4 Based on consensus equity research estimates. TWM 2017E EBITDA based on management estimates.5 Cash available for distribution (“CAFD”) defined as cash from operations less maintenance capex, preferred dividend, non-controlling interest

and amortization of debt payments.6 Total capitalization value based on book value of equity plus net debt.

Tidewater is trading at a large discount to comparables despite a more conservative capital structure

Tidewater’s EV/EBITDA multiple of 6.5x trades at a large discount to its peer mean of 12.0x EV/EBITDA

Tidewater Midstream Trading Comparables

18E / 17E Payout Net Debt /

Share Market Enterprise EBITDA EV / EBITDA Ratio Dividend CAFD Yield EBITDA Debt/ Credit

Company Price1

Cap.2

Value2,3

Growth4

2018E4

2018E4 Yield 2018E

4,52018E

4Total Cap.

6 Rating

($/Sh.) ($MM) ($MM) (%) (x) (%) (%) (%) (x) (%)

Enbridge Income Fund Holdings Inc. $33.20 $25,223 $39,690 10% 13.3x 74% 6.2% 8.4% 5.4x 51% Baa2

Pembina Pipeline Corp. $42.46 $17,180 $22,698 20% 12.4x 56% 4.5% 8.1% 2.6x 36% BBB

Inter Pipeline Ltd. $28.37 $10,463 $16,248 3% 13.6x 65% 5.7% 8.8% 5.1x 65% BBB+

AltaGas Ltd. $31.04 $5,229 $10,117 40% 9.5x 95% 6.8% 7.1% 7.1x 44% BBB

Keyera Corp. $39.15 $7,285 $9,001 17% 10.9x 47% 4.1% 8.7% 2.6x 48% n.a.

Veresen Inc. $14.64 $4,592 $7,972 14% 12.3x 82% 6.8% 8.4% 4.3x 57% BBB

Mean 18% 12.0x 70% 5.7% 8.2% 4.5x 50%

Median 16% 12.4x 70% 5.9% 8.4% 4.7x 50%

Tidewater Midstream $1.37 $450 $475 14% 6.5x 23% 2.9% 12.5% 0.3x 6% n.a.