AN IN-DEPTH INTRODUCTION TO MASTER LIMITED PARTNERSHIPS

Transcription

1 CONFERENCE AN IN-DEPTH INTRODUCTION TO MASTER LIMITED PARTNERSHIPS Houston Marriott West Loop by The Galleria Sponsor is authorized by IACET to offer 0.8 CEUs for the course. is authorized by CPE to offer 9 credits for this program. This course has been approved by the State Bar of Texas for 6.75 CLE credits 1

2 OVERVIEW This program provides a comprehensive overview of Master Limited Partnership (MLPs). Various aspects of MLPs will be explored, including tax issues, financial considerations, how governance of MLPs works and the process by which MLPs obtain public investors. The goal of the program is to provide a working knowledge of the MLPs for those who are considering accessing public capital through an MLP structure, those who have recently become an MLP, those who are considering doing transaction with MLPs and those who encounter MLPs in the marketplace. WHO SHOULD ATTEND Executives of companies considering investing in energy infrastructure In-house counsel Business development personnel Tax and finance personnel Auditing and consulting firms Institutional investors Registered investment advisors Financial planners MLP executives Investment & private bankers Securities analysts Retail and institutional brokers Industry specialists & analysts LEARNING OUTCOMES Review MLPs: Why they are important, why they are used, and common MLP features Describe MLP structures, business processes and maximizing automation Discuss tax and valuation issues, including taxation benefits, qualifying income and tax shield Examine the IPO process and common control Evaluate tax and accounting issues in dropdown acquisitions Appraise opportunities to fund dropdown acquisitions, including debt offerings, follow-on equity, and debt-equity ratios Discuss disclosure in dropdown acquisitions, including SEC reporting requirements and market expectations Review the MLP K-1 process, including data requirements, investor data gathering process and pitfalls REGISTER 4601 TODAY! DTC Blvd., CALL Suite OR VISIT 2

3 AGENDA Monday, 7:30 8:00 a.m. Registration and Continental Breakfast 8:00 8:45 a.m. Overview: Background and Context What are MLPs? Why are MLPs important? Why are MLPs used? Who owns MLPs? Industries served and common MLP assets Differences between MLPs and other business entities Common MLP features Quarterly distributions of available cash/minimum quarterly distributions Subordinated units Incentive distribution rights IDR resets - Rob Baldwin, National MLP Tax Partner, PwC 8:45 9:30 a.m. Structural Matters, Business Processes and Maximizing Automation Structural Matters o The business relationship between the General Partner (GP) and the MLP o The impact of the business relationship on the financial reporting structure o Will the GP own and/or operate a portion of the MLP assets? o Is the business activity of the MLP dependent on related business activities of the GP? o How interdependent is the accounting system between the GP and MLP? How are People Preparing For and Integrating Asset Drops From the GP Into Their Accounting Practices? (Business Processes) o Who are the decision makers driving the drop process and timing the transaction? o How do decisions get pushed out to your department and then how does the planning and eventual integration materialize? o Planning tools and structures Maximizing Automation o Utilizing spreadsheets and their functionalities o Other system generated opportunities to consider - David Shebay, Partner, PwC - John Covey, Director, PwC 9:30 10:15 a.m. Tax and Valuation Issues Taxation benefits Qualifying income Tax shield Remedial allocations & 743 adjustments Variable distribution MLPs C-Corp MLPs Public GP Holdcos - James D. Jones, Vice President- Tax, Boardwalk Pipeline Partners - Sean Brennan, Partner, Deloitte 10:15 10:45 a.m. Morning Break This hands-on course provided a thorough review of the specific topic. General Counsel, Tauber Oil Company 3

4 AGENDA Monday, (Continued) 10:45 a.m. 12:00 p.m. IPO Process and Common Control IPO Process Well organized, carried o Assembling the right team out. Congratulations. o Timing considerations o Due diligence Managing Director, o Writing the S-1 Yorkville Capital Management o Crafting the roadshow presentation o The roadshow o Managing publicity o The registration statement - Drafting - Timing - SEC comments o Stock exchange listing: choosing market maker and transfer agent o Marketing and pricing the deal o How long does this all take? o Public company reporting, disclosure and governance o New developments affecting IPOs Common Control o GP may be deemed to control the MLP including requirement to consolidate the MLP o What accounting issues does this create upon formation? o What accounting issues does this create in subsequent transactions? - J. Michael Anderson, Senior Vice President and Chief Financial Officer, Southcross Energy Partners 12:00 1:00 p.m. Group Luncheon 1:00 12:15 p.m. Tax & Accounting Issues in Dropdown Acquisitions Disguised sale tax rules, including capital expenditure reimbursements, debt-financed distributions Recent regulatory developments Accounting challenges in public GP, private company or other sponsored MLP Decision makers Timing Planning Making integration happen Available planning tools and support structures Creating historical and pro-forma financial statements Common control transactions Cost allocations, including SAB Topic 1B1 Periods to be presented - Zac McGinnis, Director - Capital Markets & Accounting Advisory Services, PwC - Tracy Herrmann, Partner - Capital Markets & Accounting Advisory Services, PwC 4

5 AGENDA Monday, (Continued) 2:15 2:45 p.m. Afternoon Break 2:45 3:30 p.m. Funding Dropdown Acquisitions Timing first dropdown relative to IPO date Debt-equity ratios Follow-on equity, including 1-day-bookbuild vs. overnight marketed offering, size and frequency, cost, timing Debt offerings, including credit rating process for debt offerings, bond versus term loan versus revolver draws Accretion - Daniel Klausner, Managing Director, PwC 3:30 4:15 p.m. Disclosure in Dropdown Acquisitions SEC reporting requirements Materiality Visibility Transparency Market expectations 4:15 5:00 p.m. MLP K-1 s Overview of MLP K-1 process Time frames Data requirements Investor data gathering process Pitfalls MLP tax conventions Federal vs. state filing requirements Investor relations support Impact on MLP s tax department - Sean Brennan, Partner, Deloitte - Vanessa Stucky, Senior Manager, Deloitte 5:00 6:00 p.m. Networking Reception Hosted by PwC 5

6 SPEAKERS J. Michael Anderson / Senior Vice President and Chief Financial Officer / Southcross Energy Partners J. Michael Anderson was appointed Senior Vice President and Chief Financial Officer of Southcross Energy Partners General Partner in April Prior to joining Southcross Energy LLC, Mr. Anderson served as senior vice president and chief financial officer of Exterran Holdings from 2003 until 2011, and as senior vice president of Exterran Partners GP LLC, the general partner of Exterran Partners, L.P., from 2011 until April Prior to his tenure with Exterran, Mr. Anderson was chief financial officer of Azurix Corp., a diversified water company, and later served as the company s chairman and chief executive officer. Mr. Anderson also spent 10 years at J.P. Morgan Chase & Co. in the global investment banking business where he specialized in mergers and acquisitions. Mr. Anderson holds a bachelor s degree in finance from Texas Tech University and an MBA in finance from The Wharton School of the University of Pennsylvania. Robert Baldwin / National MLP Tax Partner / PwC Rob Baldwin joined PwC as a tax partner in the MLP practice in Since joining PwC, Rob has assisted MLPs with modeling and structuring the impacts of mergers, acquisitions and dispositions, as well as tax shield calculations, partnership agreement interpretations, technical termination analysis, basis adjustment calculations, Section 704(c) remedial income allocations and compliance reporting to various federal and state governmental agencies. Prior to joining PwC, Rob served as the Vice President of Tax at Kinder Morgan Inc., the genral partner of Kinder Morgan Energy Partners, one of the largest MLPs. Rob was responsible for tax due diligence functions including strategy and structure identification and implementation for domestic and international acquisitions/dispositions. His responsibilities also included the management of corporate and partnership federal, state and international planning, compliance and examinations. 6

7 SPEAKERS Sean Brennan / Partner / Deloitte Sean is a Partner in Deloitte s national Partnership Solutions Group and a leader in our national Publicly Traded Partnership (PTP) tax practice. He has more than 14 years of experience working with a variety of domestic partnerships, limited liability companies, PTPs, hedge funds, private equity partnerships, and corporate joint ventures. Sean has modeling experience with PTP IPOs, partnership formations, allocations, terminations, dissolutions, tax receivable agreements, and various tax adjustments in accordance with U.S. federal income tax principles. Sean is primarily involved in planning, supervising, and executing large-scale transaction, modeling, and compliance projects in the energy and oil & gas industries. John Covey / Director / PwC John is a Director in PwC s Energy Advisory Practice and specializes in leading large business transformational initiatives. He has played a key role in a number of divestitures and merger integrations, including Fortune 100 companies, as well as functional-specific transformations in energy trading and financial risk. John s energy trading expertise has focused on enhancement of front-, middle- and back-office processes and technology associated with trading of commodity derivatives. His financial risk expertise includes a focus on liquidity management and financial derivatives, as well as selection and implementation of supporting technology solutions. Most recently, John has led the PwC team assisting Hess Corporate Risk Controls department in preparing their processes and systems to comply with the Dodd Frank financial reform regulations. Prior to joining PwC, John worked for six years as a chemical engineer in the petrochemical industry for Bechtel and Lyondell. He has a MBA from Cornell University and a B.S. in Chemical Engineering from the University of Houston. Tracy Herrmann / Director Capital Markets and Accounting Advisory Services / PwC Tracy is a Director in PwC s Deals practice based out of the Houston office. Tracy assists US and International companies to enter the US capital markets and to complete both domestic and cross border transactions. Tracy also provides ongoing advice and consultation on complex US GAAP/GAAS and SEC rules and regulations, which includes assisting audit teams in their audit testing and review of foreign private issuers and their mid-year and year-end filings with the US SEC under both IFRS and US GAAP. Tracy has assisted companies in each of the respective regions in meeting their financial reporting needs with the US SEC including the preparation or review of their SEC Comment Letter Responses, and assisting management in identifying and documenting complex US GAAP technical accounting issues. Tracy has been with PwC for more than 10 years assisting companies in numerous industries including oil and natural gas exploration and development, midstream and gathering, natural gas storage, oil field services, financial services and banking, logistics and transportation, telecommunications, retail and grocery companies, salt mining, and general contracting and infrastructure construction. Tracy is a Certified Public Accountant in Texas and graduated from the School of Business at the Lamar University. James D. Jones / Vice President-Tax / Boardwalk Pipeline Partners James Jones is the Vice President Tax, at Boardwalk Pipeline Partners, LP, in Houston, Texas. Prior to joining Boardwalk, Mr. Jones worked with Deloitte in Stamford, Connecticut and New York, New York. He received his Bachelor of Science degree in accounting, magna cum laude, from Ball State University, a law degree from the University of Virginia, and a Master of Laws in Taxation from New York University. Mr. Jones is a Certified Public Accountant in Maryland and Indiana and a member of the New York and Indiana State Bars. 7

8 SPEAKERS Daniel Klausner / Managing Director / PwC Daniel is responsible for delivery of our Capital Markets Advisory services. As a part of PwC s Deals group, Daniel focuses on advising companies on equity capital alternatives, investment bank and equity research analyst selection, development of the equity story, preliminary independent views on valuation, and the IPO/equity raising process in general. Prior to joining PwC, Daniel was Head of Equity Corporate Finance, Americas in Equity Capital Markets Origination at UBS Investment Bank where he led the origination and execution of leadmanaged equity products. He advised clients on structuring, capitalization, projections, pre-ipo readiness, due diligence, corporate governance, timing, positioning, valuation and pricing strategy. Daniel has advised 150+ clients on more than $150 billion of financings across a wide array of strategic financing activities including IPOs, follow-on offerings, carve-outs, spin-offs, equity-linked and private placements. He also brings broad expertise across a range of industries to the firm, including oil and gas, consumer and retail, financial institutions, industrials, healthcare, technology and media. At UBS Investment Bank, Daniel was a permanent member of the Equity Commitment Committee which approved all lead-managed bookrun equity transactions at UBS Investment Bank. Daniel previously worked at Morgan Stanley and Merrill Lynch in Investment Banking. He also worked at FTI Capital Advisors in Capital Advisory. Daniel holds a B.S. in Economics from The Wharton School at The University of Pennsylvania where he graduated magna cum laude and an MBA from The Tuck School of Business at Dartmouth College. Zachary McGinnis / CMAAS Director / PwC Zac is a Director in PwC s CMAAS practice based in Houston, Texas. Zac specializes in providing accounting advisory services to public and private clients seeking to access the capital markets. Zac s areas of specialty include Initial Public Offerings (IPOs), Master Limited Partnerships (MLPs) and SEC financial reporting and registration matters. Zac primarily supports companies in the energy sector. Over the last three years, Zac has assisted a number of MLPs with the preparation of their registration statements, including of pro forma financial information, Management s Discussion and Analysis (MD&A), SEC pre-clearance matters and the SEC comment letter process. Additionally, he has assisted a number of newly public registrants with their periodic SEC financial reporting requirements. Zac has worked with a mix of public, private and private equity-backed companies. During his career, Zac also has worked with multinational companies in locations throughout Europe and Asia while living overseas from 2007 to 2011 in Amsterdam and Tokyo. Prior to 2007, Zac spent seven years in the U.S audit practice. Vanessa Stucky / Senior Manager- Denver / Deloitte Vanessa is a Senior Manager with more than 10 years of experience working with partnerships. She is one of the founding members of Deloitte s national Partnership Solutions Group. She has extensive PTP experience with partnership formations, PTP IPOs, allocations, projections, terminations, and dissolutions. Vanessa s primary focus is on energy and financial service PTPs and currently serves several of the largest PTP clients of Deloitte Tax. In addition to her work with PTPs, Vanessa provides transactional services to the firm s most complex partnerships. 8

9 EVENT LOCATION A room block has been reserved at the Houston Marriott West Loop by The Galleria, 1750 W Loop S Fwy, 77027, for the nights of August 23-24, Room rates are $146 for single & double occupancy, plus applicable tax. Call for reservations and mention the course to get the group rate. The cutoff date to receive the group rate is July 23, 2015, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. INSTRUCTIONAL METHODS Case studies and PowerPoint presentations will be used in this program. REQUIREMENTS FOR SUCCESSFUL COMPLETION OF PROGRAM Participants must sign in/out each day and be in attendance for the entirety of the program to be eligible for IACET continuing education credit. IACET CREDITS CPE CREDITS CLE CREDITS PROCEEDINGS has been accredited as an Authorized Provider by the International Association for Continuing Education and Training (IACET). In obtaining this accreditation, has demonstrated that it complies with the ANSI/IACET Standard which is recognized internationally as a standard of good practice. As a result of their Authorized Provider status, is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standard. is authorized by IACET to offer 0.8 CEUs for the course. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: Upon successful completion of this event, program participants interested in receiving CPE credits will receive a certificate of completion. is authorized by CPE to offer 9 credits for this program. There is no prerequisite for this course. Program Level: Beginner Delivery Method: Group-Live Advanced Preparation: None This course has been approved by the State Bar of Texas for 6.75 CLE credits The proceedings of the conference will be published, and one copy will be distributed to each registrant at the event. REGISTER 4601 TODAY! DTC Blvd., CALL Suite OR VISIT 9

10 REGISTRATION INFORMATION EVENT LOCATION Mail Directly To: Electric Utility Consultants, Inc. () 4601 DTC Blvd., Ste. 800 OR, scan and to: PLEASE REGISTER THE FOLLOWING DISCOUNT FOR ATTENDING BOTH AN IN-DEPTH INTRODUCTION TO MASTER LIMITED PARTNERSHIPS, AUGUST 24, 2015 AND STATE OF MLPs: INVESTMENT TRENDS, REGULATORY COMPLIANCE & MARKET OUTLOOK, AUGUST 25, 2015: US $2095 EARLY BIRD ON OR BEFORE AUGUST 14, 2015: US $1895 AN IN-DEPTH INTRODUCTION TO MASTER LIMITED PARTNERSHIPS CONFERENCE ONLY AUGUST 24, 2015: US $1095 EARLY BIRD ON OR BEFORE AUGUST 14, 2015: US $995 A room block has been reserved at the Houston Marriott West Loop by The Galleria, 1750 W Loop S Fwy, 77027, for the nights of August 23-24, Room rates are $146 for single & double occupancy, plus applicable tax. Call for reservations and mention the course to get the group rate. The cutoff date to receive the group rate is July 23, 2015, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. ENERG ZE WEEKLY s Energize Weekly newsletter compiles and reports on the latest news and trends in the energy industry. Newsletter recipients also receive a different, complimentary conference presentation every week on a relevant industry topic. The presentations are selected from a massive library of more than 1,000 current presentations that has gathered during its 28 years organizing conferences. Sign me up for Energize Weekly. How did you hear about this event? (direct , colleague, speaker(s), etc.) Print Name Job Title Company What name do you prefer on your name badge? Address City State/Province Zip/Postal Code Country Telephone List any dietary or accessibility needs here CREDIT CARD Name on Card Account Number Billing Address Billing City Billing State Billing Zip Code/Postal Code Exp. Date Security Code (last 3 digits on the back of Visa and MC or 4 digits on front of AmEx) OR Enclosed is a check for $ to cover registrations. CANCELLATION POLICY All cancellations received on or before July 24, 2015, will be subject to a US $195 processing fee. Written cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other event or publication. This credit will be good for six months. In case of event cancellation, s liability is limited to refund of the event registration fee only. For more information regarding administrative policies, such as complaints and refunds, please contact our offices at reserves the right to alter this program without prior notice. 10