First Quarter EnergyIQ. Summary of Energy Industry M&A and Capital Markets Activity. AmherstPartners.com

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1 First Quarter 2015 EnergyIQ Summary of Energy Industry M&A and Capital Markets Activity

2 Recent Deal Activity 1Q 2015 January 12, 2015 Dallas, Texas-based EnLink Midstream Partners, LP (NYSE:ENLK) signed a definitive agreement to acquire Midland, Texas based LPC Crude Oil Marketing LLC. LPC engages in gathering, marketing and transporting crude oil and condensate in the Permian Basin. The company transports/disperses crude oil and condensate to owners on leases in West Texas, Eastern New Mexico, and Colorado. The acquisition will expand EnLink s capabilities in the prolific oil producing region of West Texas and New Mexico. The announced transaction value of $100 million implies an EBITDA multiple of 8.0x. January 21, Kinder Morgan, Inc. (NYSE:KMI) agreed to acquire Enid, Oklahoma based Hiland Partners, LP. Hiland purchases, gathers, compresses, dehydrates, treats, processes and markets natural gas; markets natural gas liquids (NGLs); and purchases, gathers, blends, stores and markets crude oil, primarily in the Mid-Continent and Rocky Mountain regions of the United States. This transaction establishes a premier midstream platform in the Bakken for Kinder Morgan, with a significant amount of acreage dedicated under long-term gathering agreements. The implied transaction value was $3 billion. January 25, 2015 Dallas, Texas-based Energy Transfer Partners, L.P. (NYSE:ETP) signed a definitive agreement to acquire the remaining equity of Dallas, Texas-based Regency Energy Partners LP (NYSE:RGP) that it did not already own. Regency engages in the gathering and processing, compression, treating and transportation of natural gas; and transportation, fractionation and storage of natural gas liquids (NGLs). The deal simplifes the partnership s structure and represents a $19 billion transaction value. February 2, 2015 Dallas, Texas-based EnLink Midstream Partners, LP (NYSE:ENLK) agreed to acquire Coronado Midstream Holdings LLC. Coronado owns natural gas gathering and processing facilities in the Permian Basin. This transaction builds on EnLink s growing midstream platform in West-Texas and carried a transaction value of $600 million. February 9, Tulas, Oklahoma-based NGL Energy Partners LP (NYSE:NGL) entered into a definitive purchase agreement to acquire- Holladay, Utah-based Magnum NGLs. Magnum owns and operates a NGLs storage facility with multiple existing salt caverns and a potential capacity of greater than 10 million barrels. The facility is strategically located southwest of Salt Lake City, Utah with rail and truck access to Western U.S. markets. This acquisition will enhance NGL s existing asset footprint to better support Western U.S. customers, while increasing the Partnership s fee-based revenue stream from current and future contracts on the facility. The transaction carried a value of $280 million. February 9, 2015 Tulsa, Oklahoma-based Rose Rock Midstream, L.P. (NYSE:RRMS) agreed to acquire 50% of Glass Mountain Pipeline LLC and 100% of Wattenberg Holding, LLC from SemGroup Corporation (NYSE:SEMG). Glass Mountain owns a 210-mile crude oil pipeline and Wattenberg owns and operates a 75-mile crude oil pipeline system. The transaction strengthens and diversifies Rose Rock s asset base while immediately increasing distributable cash flow on a per unit basis. The transaction value was $325 million. February 16, Houston, Texas-based Phillips 66 Partners LP (NYSE:PSXP) entered into an agreement to acquire 19.46% of Explorer Pipeline Company and a 33.33% stake in DCP Sand Hills Pipeline and DCP Southern Hills. The three acquirees own and operate gas pipelines. This acquisition will expand Phillips fee-based portfolio into NGL transportation and provide them with an interest in one of the largest refined products pipeline systems in the U.S. The implied transaction value was $1.1 billion. February 25, Seattle, Washington-based Legend Oil and Gas, Ltd. (OTCPK:LOGL) entered into a nonbinding letter of intent to acquire Black Diamond Energy Holdings, LLC (dba Maxxon Energy). The acquisition of Maxxon moves Legend from its historic dependence on the upstream portion of the oil Industry, squarely into the midstream. Maxxon is a last mile trucking company in North Dakota (The Bakken), transporting oil for various companies, many of which are some of the largest oil producing operators in the region. A transaction value of $5 million implied an EBITDA multiple of 3.5x. February 27, San Antonio Texas-based Valero Energy Partners LP (NYSE:VLP) agreed to acquire Valero Partners Houston, LLC and Valero Partners Louisiana, LLC. Valero Partners Houston and Valero Partners Louisiana own and operate crude oil, intermediates and refined petroleum products terminals which also include storage tanks. Valero indicated that the acquisition is part of its identified accelerated growth strategy. The deal implied a transaction value of $674 million. March 10, Pittsburgh, Pennsylvania-based EQM Gathering Opco, LLC entered into an agreement to acquire Northern West Virginia Marcellus Gathering System. The company comprises 100 miles of gathering pipeline and nine compressor units providing approximately 25,000 horsepower and offers natural gas gathering and compression. The announced transaction value was $926 million. March 13, 2015 Pittsburgh, Pennsylvania-based LB Foster Co. (NasdaqGS:FSTR) acquired Houston, Texas-based IOS Holdings Inc. IOS provides tubular management services to oil and gas producing regions in the United States. The company offers services in the areas of pipe inspection, cleaning and reconditioning, drill tool inspection, fabrication and pipe straightening. LB management indicated that IOS s national footprint was a key driver behind the transaction. The transaction value was $230 million. March 19, San Antonio, Texas-based Howard Midstream Energy Partners, LLC executed a definitive purchase and sale agreement to acquire gathering assets located in Bradford and Lycoming counties from Southwestern Energy Co. (NYSE:SWN). The gathering systems, serving the Marcellus Shale region, include approximately 100 miles of natural gas gathering pipeline, with nearly 600 million cubic feet per day of capacity and 53,000 horsepower of compression. Howard management indicated that the transaction places the company in the heart of the prolific Marcellus Shale. The deal implied a $500 million transaction value.

3 U.S. Energy Company Trading Multiples (as of March 31, 2015). (1) Total EV ( Enterprise Value ) is defined as market capitalization plus net debt, preferred equity, and minority interest; (2) Median and mean values exclude all non-meaningful values; (3) EBITDA growth represents growth in EBITDA from to 2015, based on analyst consensus estimates. * Represents gas-focused exploration & production companies, with more than 70% natural gas production. Energy Indices Median Enterprise Value/NTM EBITDA 15x 10x 5x 0x Q Q Q Q Q Q Q Q Q Q Q Majors/Integrated Oil Exploration & Production Midstream MLPs Refining & Marketing Oilfield Services Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Energy Indices Median Net Debt/LTM EBITDA 6x 4x 2x 0x Q Q Q Q Q Q Q Q Q Q Q Q Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q Majors/Integrated Oil Exploration & Production Midstream MLPs Refining & Marketing Oilfield Services

4 Aggregate Transactions (Number of Deals) U.S. Energy M&A Activity Q 1Q $240 $200 $160 $120 $80 $40 Aggregate Trans. Value ($s in Billions) 400% Aggregate Transactions Aggregate Transaction Value Search Criteria: (1) Oil and Gas Drilling, Oil and Gas Equipment and Services, Integrated Oil and Gas, Oil and Gas Exploration and Production, Oil and Gas Refining and Marketing, Oil and Gas Storage and Transportation; (2) Acquisition of Majority Stake Amherst Partners Energy Indices 300% Index Value 200% 100% USD/Bbl Millions of Barrels of Oil Equivalent 0% U.S. Energy Prices $150 $120 $90 $60 $30 2,000 1,750 1,500 1,250 1, /10 03/10 U.S. Oil & Gas Production Majors/Integrated Oil Exploration & Production Midstream MLPs Refining & Marketing Oilfield Services S&P 500 Stock Index Crude oil and natural gas prices remained at near-term lows as supply growth continued to build 05/10 07/10 09/10 11/10 01/11 03/11 05/11 07/11 09/11 11/11 01/12 03/12 05/12 Crude Oil (WTI) 07/12 09/12 11/12 Natural Gas (NYMEX) 3/31/15: $ /31/15: $ /13 03/13 05/13 07/13 09/13 11/13 01/14 03/14 05/14 07/14 09/14 11/14 01/15 03/15 $12 $9 $6 $3 Q4: +3.3% USD/MMBtu 250 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q Crude Oil Natural Gas 2Q 3Q 4Q 1Q 2Q 3Q 4Q Source: U.S. Energy Information Administration

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