Master Limited Partnerships

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1 ONLINE REPORT September 2014 Master Limited Partnerships Seeking Yield in a Low Interest Rate Environment Norman E Nabhan CIMA Managing Director Institutional Consulting Director CONSULTING GROUP An Attractive Asset Class A Brief History and View of the Future In 2008, at a Conference for Foundations in Boston, one of the speakers represented a firm that specialized in managing portfolios of daily traded Master Limited Partnerships (MLP's). Intrigued with the story of high yields, increasing cash distributions, and appreciation driven by higher cash flows we initiated a manager search to see if the results were as compelling as the story. At the time, it turns out there were only 4 firms in the U.S. that we could identify that managed MLP Portfolios. It was a relatively unknown, under owned asset class that was dominated predominantly by companies that owned oil and gas pipelines. The asset class had a total market capitalization of $40 Billion, and today it has grown to over $500 Billion and we are regularly hearing of Institutions initiating searches to place $200 to $400 Million in the asset class. MASTER LIMITED PARTNERSHIPS questions. What has driven this phenomenal growth, and more importantly, is there any opportunity left? Since April 30, 2007, through April , the Alerian Index has had a total return of 130% and an annualized total return of 13%. In addition to appreciation of the unit prices, distributions have increased significantly. Both of these things have attracted attention to the asset class. Domestic Oil and Gas boom on the U.S. economy. Because of hydraulic fracturing, the U.S. now finds itself with significant increases in both reserves and production of both oil and natural gas. The global energy landscape is changing, and largely in favor of the United States. Domestic production is growing; the U.S. is poised to become a net exporter of natural gas as early as 2018, as well as the top oil producer in the world (ahead of both Saudi Last month, Morgan Stanley's Global Investment Committee designated MLP's as an official asset class and added it to our asset allocation models in the "alternative category." This causes us to ask two What s the Outlook? Only in the past 2 years have people begun to grasp the significant impact of the Arabia and Russia) by Much of this production is coming from areas that are either remote or are underserved by 1 Brookings Institute 5/27/14 Bruce Jones CONSULTING GROUP MORGAN STANLEY 1

2 pipelines needed to transport the product as a result of this significant increase in output. All of these wells will need, at some point, to be connected to a centralized delivery system. Due to the lack of pipelines in and out of these areas there has been a logjam of product in areas such as North Dakota and Cushing, Oklahoma. Several pipelines have recently been completed that have eased this backlog; however, there is still a significant need for expansion of U.S. pipeline infrastructure. A recent study by IHS Global for the American Petroleum Institute estimates are that there may be $568 Billion in pipeline construction over the next seven years to provide for efficient movement of oil and natural gas from the producing fields to refineries and terminals on the Gulf Coast. This should provide for the potential for continued growth in the Mid-stream pipeline companies and their distributions. In the past four years, chemical companies announced nearly 200 projects worth $124 Billion in the United States, with much of the proposed investment targeted for the Gulf Coast Region, according to the American Chemical Council 2. As a result of this, the GIC believes that we could see median distributions grow by 8% in The preponderance of MLPs are in what is called the "Mid-Stream" sector, which refers to pipelines that transport product from one location to another. There are also MLP's that own storage, refining and also that engage in exploration and production. Morgan Stanley's Global Investment Committee favors mid-stream MLP's believing that they will benefit from growing commodity consumption, without the exposure to commodity prices. They act like a toll road collecting tolls as the product is shipped through them 2 Houston Chronicle-Energy 8/24/14 Rhiannon Myers 3 Morgan Stanley 2/18/14 Steven Monesca Barrons 2/9/14 Steven Monesca regardless of the price of the product. Of course, substantially lower oil and gas prices could cause producers to begin shutting in wells and stopping production. Most pipeline operators have take or pay contracts that theoretically would cause producers to continue to have to pay them even if they were not shipping petroleum product through the pipelines. On the positive, side many of the rates charged for transportation include CPI escalators that contribute to increasing distribution streams, as well as increases from the future expansion of the pipeline networks. While the GIC believes that MLP's are no longer undervalued, they believe that the relatively insulated "utility-like" business model has attractive yields with potentially growing cash flow over time, and a low correlation to equity and bond markets. Offsetting this is the perceived complexity of the asset. To qualify for "partnership" status MLP's must have 90% of their gross income qualifying under section 7704 of the IRS code. The code defines qualifying as income and gains derived from the exploration, development, mining or production, processing, refining, transportation (including pipelines) or the marketing of any mineral or natural resource. This allows them to pay no income tax at the corporate level and pass through more of their earnings to unit holders. Much like utilities, they have traditionally had very high yields on a relative basis. If MLP's are owned directly by an investor or through a separately managed account, there are both some tax advantages and some complications. Because partnerships Source: Salient Capital Advisors are pass-through entities, they can also pass through for tax purposes the depreciation of the pipelines for accounting purposes, which can offset some or all of the taxability of the distributions. Because of the fact that they are partnerships, they must issue a K- 1 to investors rather than the 1099 that corporations issue when they pay dividends. The K-1 delineates how much of the income (if any) is taxable and what adjustments to the "cost basis" must be made. Many investors do not like to deal with multiple K-1's when they file their tax returns and for non-profits or foundations there can potentially be Unrelated Business Taxable Income (UBTI). Because of this, many other structures for owning MLP's have proliferated including closed CONSULTING GROUP MORGAN STANLEY 2

3 end funds, ETF's, ETN's and open ended mutual funds. While most of these generate a 1099 for tax purposes, there are different types of risks inherent in each form of ownership. Options for Ownership Direct ownership of MLP's is the most common method of ownership however, as mentioned; this involves the owner receiving potentially multiple K-1's that must be filed for tax purposes. Unlike K-1's from more complex partnerships like Private Equity and Real Estate, MLP K-1's are generally available by Feb 15 and are often downloadable from the company website. For tax-exempt investors some of the income can be classified as UBTI, however many have excess depreciation that can eliminate any taxable income. This feature could disappear gradually as construction programs diminish and less depreciation is available. There are sometimes vehicles that can block any UBTI; however, the costs must be weighed against the benefits. There are some commingled MLP investment pools that would produce the flow-through of the tax benefits and a single K-1, however, those vehicle tend to have monthly or quarterly liquidity and their expenses vary widely. Exchange Traded Notes (ETN's) are unsecured debt obligations generally issued by a bank, and they receive the income of an underlying MLP basket or index, net of fees. While this structure generally issues a 1099 and avoids UBTI, investors assume the counter-party risk of the issuer and lose some of the return of capital benefits in direct ownership. MLP Closed-end mutual funds also have the convenience of issuing 1099's, however, because they are subject to the fund level taxes, many of them use leverage to pay the tax bills, or must accrue and save for the taxes, which can add additional expenses and volatility in the share prices. Shares trade daily on one of the exchanges. Exchange Traded MLP Funds (MLP ETF's) and open-ended mutual funds offer daily liquidity and 1099's for tax reporting, however unless they limit their ownership of MLP's to no more than 25% of the portfolio, they are NOT considered to be a Regulated Investment Company under Subchapter M of the IRS code and they are subject to the fund-level taxation. As a result, they must accrue for the taxes within the fund to pay the taxes at the corporate tax rate of up to 35%. The tax can be a significant drag on performance. It should be noted that many open-ended mutual funds and separate accounts will buy shares of the publically traded General Partners of some of the Master Limited Partnerships. The General partners tend to have lower yields as they participate in some of the cash distributions from the MLP s as well as Incentive Distribution Rights (IDR s). This has the effect of leverage, in that, variation of the cash flows to limited partners are magnified at the General Partner level. This can both, enhance or detract from the growth prospects of the General partner and can add risk to a portfolio. In the Institutional marketplace we are seeing most organizations opt for direct ownership of the MLP's and utilization of the tax benefits to offset the taxable income and/or usage of UBTI blockers, In the individual marketplace, because of the tax benefits that "flow through" to shelter the current distributions, these distributions become a "return of capital". This means that the cost basis of the units is reduced by each distribution. This has the effect of lowering the cost basis for tax purposes. Upon sale the benefit of previous years depreciation must be recaptured at ordinary income tax rates. Gaines above the amount recaptured are generally taxed at capital gain rates. There may be a benefit to the estate of an elderly taxpayer who passes away and receives a "step up in basis" and therefore is forgiven the capital gain taxes. This, of course should be discussed with an investor's tax advisor. Morgan Stanley s Global Investment Committee believes that MLP s are an attractive Investment Strategy that provide exposure to attractive and potentially increasing yields and exposure to two secular trends in the U.S.; growing commodity consumption and the U.S. energy infrastructure build 4. 4 GIC Primer 9/14 MLP s Have Provided Attractive Yields and Secular Trends CONSULTING GROUP MORGAN STANLEY 3

4 Important Disclosures The views and opinions contained in this material are those of the author(s) and may differ materially from the views and opinions of others at Morgan Stanley Smith Barney LLC ( Morgan Stanley ) or any of its affiliate companies. This material has been prepared for informational purposes only and is not an offer to buy or sell or a solicitation of any offer to buy or sell any security/instrument, or to participate in any trading strategy. This material is based on public information as of the specified date, and may be stale thereafter. We have no obligation to tell you when information herein may change. We make no representation or warranty with respect to the accuracy or completeness of information obtained from third parties. Morgan Stanley has no obligation to provide updated information on the securities/instruments mentioned herein. The securities/instruments discussed in this material may not be suitable for all investors. The appropriateness of a particular investment or strategy will depend on an investor s individual circumstances and objectives. Morgan Stanley recommends that investors independently evaluate specific investments and strategies, and encourages investors to seek the advice of a financial advisor. The value of and income from investments may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities/instruments prices, market indexes, operational or financial conditions of companies and other issuers or other factors. Other events not taken into account may occur and may significantly affect the projections or estimates. Certain assumptions may have been made for modelling purposes only to simplify the presentation and/or calculation of any projections or estimates, and Morgan Stanley does not represent that any such assumptions will reflect actual future events. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or performance results will not materially differ from those estimated herein. This material should not be viewed as advice or recommendations with respect to asset allocation or any particular investment. This information is not intended to, and should not, form a primary basis for any investment decisions that you may make. Morgan Stanley and its affiliates do not render advice on tax and tax accounting matters to clients. Each client should consult his/her personal tax and/or legal advisor to learn about any potential tax or other implications that may result from acting on a particular recommendation. The indices are unmanaged. An investor cannot invest directly in an index. They are shown for illustrative purposes only and do not represent the performance of any specific investment. Index returns include the reinvestment of all dividends, but do not reflect the payment of transaction costs, advisory fees or expenses that are associated with an investment in any fund. The indices selected by Morgan Stanley to measure performance are representative of broad asset classes. Morgan Stanley retains the right to change representative indices at any time. Performance of indices may be more or less volatile than any investment product. The risk of loss in value of a specific investment is not the same as the risk of loss in a broad market index. Therefore, the historical returns of an index will not be the same as the historical returns of a particular investment a client selects. Asset allocation and diversification do not assure a profit or protect against loss. Because of their narrow focus, sector investments tend to be more volatile than investments that diversify across many sectors and companies. International investing entails greater risk, as well as greater potential rewards compared to US investing. These risks include political and economic uncertainties of foreign countries as well as the risk of currency fluctuations. These risks are magnified in countries with emerging markets, since these countries may have relatively unstable governments and less established markets and economies. Master Limited Partnerships (MLPs) are limited partnerships or limited liability companies whose interests (limited partnership or limited liability company units) are generally traded on securities exchanges like shares of common stock. Investment in MLPs entails different risks, including tax risks, than is the case for other types of investments. Currently, most MLPs operate in the energy, natural resources or real estate sectors and are subject to the risks generally applicable to companies in those sectors, including commodity pricing risk, supply and demand risk, depletion risk and exploration risk. Depending on the ownership vehicle, MLP interests are subject to varying tax treatment. Investors in MLPs hold units of the MLP (as opposed to a share of corporate stock) and are technically partners in the MLP. Holders of MLP units are also exposed to the risk that they will be required to repay amounts to the MLP that are wrongfully distributed to them. Almost all MLPs have chosen to qualify for partnership tax treatment. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner of a partnership, in computing its U.S. federal income tax liability, must include its allocable share of the partnership s income, gains, losses, deductions, expenses and credits. A change in current tax law, or a change in the business of a given MLP, could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in such MLP being required to pay U.S. federal income tax on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP and could cause any such distributions received by the an investor to be taxed as dividend income. If you have any questions about the tax aspects of investing into an MLP, please discuss with your tax advisor. Investors in MLP portfolios will receive a Schedule K-1 for each MLP in the CONSULTING GROUP MORGAN STANLEY 4

5 portfolio, so they will likely receive numerous Schedule K-1s. Investors will need to file each Schedule K-1 with their federal tax return. Also, investors in MLP portfolios may be required to file state income tax returns in states where the MLPs in the portfolio operate. Since some Schedule K-1s may not be provided until after the due date for the federal or state tax return, investors in MLP portfolios may need to obtain an extension for filing their federal or state tax returns. Please discuss with your tax advisor how an investment in MLPs will affect your tax return. Tax laws impacting MLPs may change, and this could impact any tax benefits that may be available through investment in an MLP portfolio. In addition to the risks outlined above relating to MLPs, mutual funds and exchange-traded funds (ETFs) that primarily invest in MLPs generally accrue deferred tax liability. The fund s deferred tax liability (if any) is reflected each day in the fund s net asset value. As a result, the fund s total annual operating expenses may be significantly higher than those of funds that do not primarily invest in MLPs. An investment in an exchange-traded fund involves risks similar to those of investing in a broadly based portfolio of equity securities traded on exchange in the relevant securities market, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in stock prices. The investment return and principal value of ETF investments will fluctuate, so that an investor's ETF shares, if or when sold, may be worth more or less than the original cost. While a particular Exchange Traded Note s (ETN s) key terms and risk factors are described in its prospectus, the following are several key investment considerations that generally apply to all ETNs: Issuer Credit Risk - ETNs are senior, unsecured debt obligations of the Issuer. As debt obligations, all ETNs are subject to default risk of the Issuer. Investors should monitor an issuer s credit quality, strive for credit diversification and limit their exposure to any one particular issuer. Any decline in the issuer s credit ratings may adversely affect the market value of an ETN. The Issuer s credit rating is intended to provide an indication of the likelihood the Issuer will have the capacity to fulfill its outstanding debt obligations at maturity or upon early redemption and does not relate to the expected performance of the underlying asset or the ETN. ETNs do not offer protection of principal. Structural Risk - When considering an investment in an ETN it s important to understand the specific attributes of the structure, including its risks and potential rewards. For example, some ETNs may provide leveraged exposure, designed to express either a bullish or bearish view on the underlying. Investing in leveraged investment strategies involves significant additional downside risk. Market Risk - ETN investors are fully exposed to changes in the underlying asset to which the ETN is linked. ETNs are structured to reflect the appreciation or depreciation of the underlying asset in their trading price, redemption price, and value at maturity. Depending on the performance of the underlying asset over the term of the ETN and the value of the underlying asset on the applicable valuation date(s), investors could lose a substantial portion or even all of their investment. It is important to note ETNs can be linked to the performance of many different underlyings with varying degrees of market risk. In particular, commodities, futures and currencies may present significant risks. Liquidity Risk - Even though ETNs are listed on major U.S. exchanges, there is no guarantee that an active and liquid trading market will develop for all ETNs. It is also important to recognize that any early redemption request by the investor may be subject to a minimum size requirement. Investor Fees Investor fees, which are calculated on a daily basis and aggregated over the investment term, reduce the amount of payment the investor will receive upon sale, at maturity or upon earlier redemption. Accordingly, to avoid a loss upon sale, maturity or redemption, the value of the underlying asset must increase sufficiently to offset these fees. For a more complete description of how the investor fee is calculated, please refer to the prospectus and/or other offering materials of the particular ETN you are considering. Distributions and Voting Rights Typically, ETNs do not provide for any periodic interest payments or cash dividends. Any appreciation in the value of an ETN is not realized until sale, redemption, or maturity. Because ETNs are debt securities, they do not have any voting rights. Investing in ETNs linked to commodities entails significant risks. Investments linked to the prices of commodities or the values of commodity indices are considered speculative, and prices for commodities and related contracts and values of commodity indices may fluctuate significantly over short periods, affecting the value of the ETNs. Commodity prices may be affected by a variety of factors at any time, including but not limited to, (i) changes in supply and demand relationships, (ii) governmental programs and policies, (iii) national and international political and economic events, (iv) changes in interest and exchange rates, (v) trading activities in commodities and related contracts, (vi) pestilence, technological change and weather, and (vii) the price volatility of a commodity, which affects the value of the forwards and forward contracts related to that commodity and, therefore, its price at any time. In addition, the commodities markets are subject to temporary distortions or other disruptions due to various factors, including lack of liquidity, participation of speculators and government intervention. As a result, the market value, of the ETNs at any time will vary and investors may incur a loss upon a sale, early redemption or at maturity Morgan Stanley Smith Barney LLC. Member SIPC. Graystone Consulting is a business of Morgan Stanley. CRC# (10/2014) CONSULTING GROUP MORGAN STANLEY 5

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