Overview of Gavilon Acquisition

Transcription

1 Overview of Gavilon Acquisition

2 Forward Looking Statements This presentation includes forward looking statements within the meaning of federal securities laws. All statements, other than statements of historical fact, included in this presentation are forward looking statements, including statements regarding the Partnership s future results of operations or ability to generate income or cash flow, make acquisitions, or make distributions to unitholders. Words such as anticipate, project, expect, plan, goal, forecast, intend, could, believe, may, "will" and similar expressions and statements are intended to identify forward-looking statements. Although management believes that the expectations on which such forward-looking statements are based are reasonable, neither the Partnership nor its general partner can give assurances that such expectations will prove to be correct. Forward looking statements rely on assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside of management s ability to control or predict. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Partnership s actual results may vary materially from those anticipated, estimated, projected or expected. Additional information concerning these and other factors that could impact the Partnership can be found in Part I, Item 1A, Risk Factors of the Partnership s Annual Report on Form 10-K for the year ended March 31, 2013 and in the other reports it files from time to time with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this presentation, which reflect management s opinions only as of the date hereof. Except as required by law, the Partnership undertakes no obligation to revise or publicly update any forward-looking statement. 2

3 Senior Management Representatives H. Michael Krimbill Chief Executive Officer NGL James J. Burke Chief Executive Officer High Sierra David C. Kehoe Chief Operating Officer Atanas H. Atanasov Chief Financial Officer 3

4 Overview of Gavilon Acquisition NGL has agreed to acquire Gavilon, LLC ("Gavilon"), the diversified midstream energy business owned by funds managed by Ospraie Management, General Atlantic and Soros Fund Management Summary Gavilon is principally comprised of crude oil storage, terminal and pipeline assets, along with crude oil and refined products marketing, supply and logistics businesses Gavilon is the energy business retained by the sellers of Gavilon Holdings, LLC subsequent to the sale of its agriculture business Financial Terms Purchase price of $890 million in cash Purchase price represents 7.5x 2014E run-rate EBITDA Purchase price includes ~$200 million of working capital NGL has increased its credit facility by $621 million to $1.671 billion NGL has raised $240 million (8.1 million units) in a PIPE with a group of institutional investors Financing Sources for Acquisition 1 Credit Facility Borrowings $650 Equity Issued in PIPE 240 Total Sources $890 Uses 1 Purchase Price for Gavilon $890 Total Uses $890 NGL intends to retain Gavilon's personnel Other Terms NGL will adopt Gavilon's transition services agreement, which extends through 12/31/14 Customary closing conditions, including clearance of Hart-Scott-Rodino Acquisition is expected to close before the end of the year Note (1) Excludes transaction fees & expenses. Dollars in millions. Purchase price subject to working capital adjustments at the time of closing. 4

5 Acquisition is a Continuation of NGL's Rapid and Successful Growth Since NGL's IPO in May 2011, NGL has consumated and integrated 26 acquisitions totaling ~$2 billion (~$2.9 billion including Gavilon) The acquisition of Gavilon is transformative and a highly complementary transaction for NGL The combination is expected to be immediately accretive to NGL's DCF/LP unit and to enhance the future growth and success of NGL NGL has delivered a total return of 68% since IPO Key Growth Metrics and Performance Adjusted EBITDA ($mm) Excludes Gavilon $178 $211 $305 Excludes Gavilon $ $ $ $ $ Distribution Per Unit ($) $ $ $ $ $ $ Enterprise Value ($mm) $3,909 $3,019 $890 $769 $769 $24 $319 $2,250 $2,250 IPO (May 2011) 2013 (3/31/13) LTM (6/30/13) FYE 3/31/14 Run-rate(1) MQD at 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 IPO (2) IPO (May 2011) 6/30 Pro Forma(3) Pro Forma Gavilon Equity Net Debt Gavilon Transaction Note: Market data as of November 1, 2013 (1) Includes incremental EBITDA contribution from acquisitions completed post 6/30/2013 (2) Pro rated for a full quarter (3) Pro forma 6/30/13 debt reflects adjustments for equity transactions on 7/9/13 and 9/20/13, high yield transaction on 10/10/13, and acquisitions made to date (not including the Gavilon acquisition) 5

6 Gavilon Transaction Merits Integrated Platform with Attractive Growth Profile Immediate Accretion and Attractive Valuation Complementary Assets that Enhance NGL's Scale / Diversity Cash Flow Stability Expanded Talent Base Exceptional crude oil platform with integrated storage, terminal and pipeline assets Complementary supply, marketing and logistics ("SM&L") businesses in crude oil and refined products Platform provides NGL with an attractive portfolio of organic growth opportunities ~$65 million of organic growth capex in associated with buildout of pipeline and storage assets Expected to be immediately accretive to NGL's distributable cash flow per LP unit Purchase price represents 7.5x 2014E run-rate EBITDA Similarity of business lines will create synergistic value, while also providing NGL with fee-based infrastructure assets NGL owns rail cars, trucks and barges while Gavilon currently leases such assets Combining of the two companies provides organic growth and reduced operational risk Assets are strategically located and highly complementary with NGL's operations Gavilon's operational footprint spans across numerous prolific, liquids-focused basins Bakken, Niobrara, Anadarko, Permian, Eagle Ford, Granite Wash and Mississippi Lime Pipeline and storage assets generate substantial fee-based cash flows that grow over time Maintenance capex is <5% of EBITDA as assets are newly constructed Relatively stable SM&L margin-based business focusing on long-term relationships with credit-worthy customers NGL intends to retain Gavilon's personnel 6

7 Gavilon Adds Scale, Diversity and Hard Assets Crude Oil Platform Hard Assets Illustrative Asset Contribution 50% interest in Glass Mountain Pipeline ("GMP") 210-mile pipeline with ~147 MMbbls/d capacity Pipeline has expansion capacity to 175 MMbbls/d 440 MMbbls of intermediate storage capacity 7.99 MMbbls of storage in Cushing 4.14 MMbbls owned / 3.85 MMbbls leased Expansion capacity exists for incremental 3.0 MMbbls 3 Gulf Coast terminals with aggregate capacity of 650 Mbbls Newly constructed or pending construction 9 truck terminals including 22+ LACT units Two 10-bay truck terminal associated with GMP Crude Pipelines, Terminals & Storage Fuels Crude Oil Marketing & Supply Crude Oil Platform Supply, Marketing and Logistics Fuels Gathering and Transportation Markets and Supply Leases a network of over ~200 trucks, 350 railcars and 8 barges to transport crude oil for customers Fixed margin and fixed fee contracts Fee/margin based on distance, mode and volume transported Provides a fully-integrated marketing and supply solution to its producer and refinery customers National scale of over 300 distribution terminals across 39 states Markets and supplies refined products Primarily gasoline and diesel Sells wholesale NGLs, primarily propane Blends, markets and supplies ethanol and biodiesel Natural Gas Buys natural gas from producers and markets directly to wholesale buyers 7

8 Integrated, Customer-Focused Midstream Platform Glass Mountain Pipeline 8.1 Bcf and 25 MMcf/d leased storage and transportation capacity Gavilon Customers Pipeline Natural Gas Pipeline Transportation Natural Gas Pipeline Transportation Gavilon Customers Natural Gas Processing & Fractionation Electricity Generation & Power Plants Truck Propane marketing and supply Natural Gas Storage Gavilon Customers Jet Fuel Gasoline Crude Oil & Natural Gas Producers Rail Crude Oil Transportation Crude Oil Storage, Blending and Terminal Operations Crude Oil Transportation Refiners Refined Products Storage & Terminaling Distillate Fuel Oil Barge Cushing, Seadrift, and proposed Gulf Coast Terminals Refined products and renewables marketing and supply Other 9 truck terminals and 22+ LACT units; leased truck, railcar and barge fleets Gavilon Customers 8

9 Strategically Located and Complementary Operations Gavilon's assets are located in key U.S. transportation and marketing centers Legend Truck Terminal 4 Seadrift Terminal Truck/Marine Terminal Storage Hub and Terminal Multi-mode Terminal Glass Mountain Pipeline Shale Plays Used by Gavilon for loading Texas crude oil supply and transporting to higher value markets along the Gulf Coast Capacity of 20,000 bbls/d before expansion 1 Cushing Terminal 4.14 MMbbls of owned and 3.85 MMbbls of leased shell capacity at Cushing Connections to all major pipelines and downstream customers 5 Proposed Terminal 1 Crude oil rail terminal in the heart of the southeast refining corridor connecting Bakken, Niobrara and Canadian supply to refining demand via rail 2 Glass Mountain Pipeline mile crude oil pipeline with initial capacity of ~147 MMbbls/d 3 Truck Terminals 9 truck terminals including 22+ LACT units and ~200 leased crude oil trucks, 350 leased crude oil railcars and 8 leased barges Proposed Terminal 2 Connects truck, rail, pipeline and barge distribution networks for the import and export of crude oil 9

10 Cushing Terminal and Glass Mountain Pipeline Cushing Terminal Overview Cushing Terminal Connection Matrix 7.99 MMbbls of storage capacity (1) 200 acres with expansion capability of 3.0 MMbls of additional storage 8-bay Truck Terminal Transformation from storage terminal into high throughput gathering and blending hub Multiple inbound / outbound connections Fixed-fee contracts with variable service fees providing upside for blending GMP Overview (50% Interest) 210-mile pipeline ~147 MMbbls/d pipeline with Mississippi Lime and Granite Wash producers Expandable to 175 MMbbls/d Volumes expected to grow over next 5 years Stable fee-based cash flow Transportation and truck unloading fee income Customers Glass Mountain Pipeline Cushing Terminal (Storage capacity, MMbbls) GMP 1.0 Blending Agreement 1.5 GMP Shipper / Merchant 1.6 Total: 4.14 MMbbls NYMEX Delivery Point Mid-Continent Refineries Seaway Pipeline Pending New Cushing Connection Under Construction 2 Bidirectional Pipelines To Gulf Coast Refineries Note: (1) Includes 4.0 MMbbls of leased capacity 10

11 Crude Oil Supply Marketing & Logistics SM&L gross margin growth will be primarily driven by growth in blending and transport; marketing expected to remain flat Marketing and Supply Gathering and Transportation Overview Fully integrated marketing and supply solution to producer and refiner customers Purchase crude oil at the lease from producers and use fleet of trucks, railcars, barges and pipelines for transport Provide crude oil to refiners, upgrading different grades and creating blends optimized for each customer Pick up, transport and deliver crude oil between specified origin(s) and destination(s) or arrange storage as needed Earnings Model Margin-based Average customer has been active for most of the SM&L group's 3- year history Stable and moderate working capital needs 10 year blending agreement with producer Fee-based Fixed, margin-based income, economically equivalent to a fee 1 year to 5 year contracts with 3 rd parties 11

12 Fuels Overview Gavilon's Distribution Terminals Refined Products Renewables Marketing and supply of gasoline and diesel (94 Mbbls/d moved) Access to over 230 fuels distribution terminals Marketing and supply of ethanol and biodiesel (9 Mbbls/d moved) Includes blending of ethanol and biodiesel with refined products US. Fuels Movement NGLs Wholesale marketing of propane (12 Mbbls/d moved) Purchase in bulk and sell to wholesale customers for industrial, commercial, residential or agricultural applications Access to over 80 NGL terminals Note: LTM as of 06/30/

13 Purchase Price is Fully Funded Acquisition is fully funded through credit facility borrowings and a private placement of common units Pro forma credit profile remains within NGL's target leverage range No additional equity is required to finance this acquisition Acquisition bolsters NGL's distribution coverage and future growth; target distribution growth of 10% - 12% annually with total distribution coverage of 1.5x Summary PIPE Terms 8.1 million primary common units Offering price of $29.59 Total gross proceeds of $240 million Common units to be issued concurrent with acquisition closing Will file resale shelf registration statement within 90 days following closing Credit Facility Increase Increased total capacity from $1.05 billion to $1.671 billion Working capital line increased from $325 million to $885.5 million of capacity Acquisition line increased from $725 million to $785.5 million of capacity Extended maturity to 11/5/2018 Standard piggyback rights No demand rights 13

14 Key Takeaways The Gavilon transaction is a transformative acquisition that results in immediate accretion at an attractive multiple Gavilon provides NGL an exceptional crude oil platform with integrated storage and pipeline assets, and complementary supply, marketing and logistics businesses in crude oil and refined products The acquisition is fully financed and no additional equity is required for the purchase / integration of Gavilon NGL continues to be a compelling investment opportunity with attractive combination of yield and growth Targeted distribution growth of 10% - 12% annually 52% distribution per unit increase since IPO NGL total return 68% since IPO vs. 42% for Alerian index over the same period Target strategic acquisitions that are accretive and have future growth prospects Focus on Crude Oil Logistics and Water Treatment Services Completed ~$2.9 billion of acquisitions since IPO (including pending Gavilon transaction) Multiple growth platforms that provide acquisition and organic growth opportunities Diverse geographic and operational footprint reduces risk Experienced, highly regarded management team 14