Master Limited Partnerships (MLPs)

Transcription

1 conference Master Limited Partnerships (MLPs) Governance, Tax Issues, Financial Considerations and IPO Process August 26, 2014 Holland & Hart Office - Downtown Denver EUCI is authorized by IACET to offer 0.6 CEUs for the course. EUCI is authorized by CPE to offer 7.5 credits for this program. 1

2 Overview This seminar provides an introduction to Master Limited Partnerships (MLPs). The seminar will explore various aspects of MLPs, including tax issues, financial considerations, how governance of MLPs works, and the process by which MLPs obtain public investors. The goal of the seminar is to provide a working knowledge of MLPs to those who are considering accessing public capital through an MLP structure, those who are considering doing transactions with MLPs, and those who encounter MLPs in the marketplace. Who Should Attend Tax and finance personnel In-house counsel Business development personnel Executives of companies considering investing in an MLP Learning Outcomes Discuss what MLPs are, why they are important, and how they are used Review tax issues including benefits, drop-downs, remedial allocations and K-1 preparation Identify finance and governance issues such as: Incentive distribution rights, growth with and without a sponsor, separation of general partner, and fiduciary duty issues Discuss the IPO process Yowzers! What an MLP conference! Financial Analyst, CenterPoint Energy 2

3 Agenda Tuesday, August 26, :00 8:30 a.m. registration and Continental Breakfast 8:30 9:15 a.m. overview What are MLPs? Why are MLPs important? Why are MLPs used? Who owns MLPs? History of MLPs 9:15 10:15 a.m. tax Issues Industries served and common MLP assets Differences between an MLP and other business entities Common MLP features - Adam Cohen, Partner, Tax, Holland & Hart LLP - Lucy Stark, Partner, Securities, Holland & Hart LLP Taxation benefits Qualifying income (including discussion of tax reform proposals) Tax shield 10:15 10:45 a.m. networking Break 10:45 a.m. 12:15 p.m. Finance Issues Quarterly distributions of available cash Subordinate units Incentive distribution rights IDR resets Need for accretive transactions Growth with and without a sponsor Expected distribution growth rate MLP equity market Market for nontraditional MLPs Variable distribution MLPs C-Corp MLPs Yieldcos Public GP Holdcos Credit ratings 12:15-1:15 p.m. Group Luncheon - Seth Belzley, Vice President and Senior Attorney, TransMontaigne, Inc. - Lucy Stark, Partner, Securities, Holland & Hart LLP - John Nesland, Managing Director, UBS 3

4 Agenda Tuesday, August, 26, 2014 (CONTINUED) 1:15 2:00 p.m. Governance Issues Structure of the MLP (e.g., limited partnership with operating company and operating subsidiaries) Separation of general partner Employees Conflicts committee Fiduciary duty issues 2:00 2:45 p.m. ipo Process NYSE and NASDAQ rules - Amy Bowler, Partner, Holland & Hart LLP Assembling the right team Timing considerations Due diligence Writing the S-1 Crafting the roadshow presentation The roadshow Managing publicity The registration statement (drafting, timing, and SEC comments) Stock exchange listing; choosing a market maker and transfer agent Marketing and pricing the deal How long does this all take? 2:45 3:15 p.m. networking Break Public company reporting, disclosure and governance New developments affecting IPOs - Scott Berdan, Partner, Holland & Hart llp 3:15 4:30 p.m. General and Corporate Counsel Panel and Interactive Group Discussion In this session, we begin by talking with a panel of seasoned MLP counsels to discuss hot topic issues. Attendees will then have the opportunity to ask legal and industry experts specific MLP questions in an open forum setting. Moderator: Lucy Stark, Partner, Securities, Holland & Hart LLP - Michael Hammell, Executive Vice President, General Counsel, TransMontaigne - Bill Mathews, VP & General Counsel, American Midstream, LLC 4:30 4:45 p.m. course Assessment and Adjournment 4

5 speakers Seth Belzley / Vice President and Senior Attorney / TransMontaigne Inc. Seth Belzley is Vice President and Senior Attorney at TransMontaigne Inc., a subsidiary of Morgan Stanley engaged in trading, distribution, storage and logistics of crude oil and refined petroleum products throughout the United States as well as in Mexico and Canada including through its affiliated master limited partnership, TransMontaigne Partners L.P. Prior to joining TransMontaigne, Seth was an attorney in the Denver office of Hogan & Hartson LLP (now Hogan Lovells), an international law firm based in Washington D.C., where he practiced in the areas of corporate finance, mergers and acquisitions, political finance and other general regulatory matters. Seth received his law degree with high honors from the University of Texas School of Law and was awarded Order of the Coif. While at UT Law, Seth was the managing editor of the Texas Law Review, a fellow in the Center for Business, Law and Economics, and a Chancellor, the highest academic honor at UT Law. Seth has published articles in the William and Mary Law Review (on internet policy) and the Virginia Journal of Law and Technology (on copyright policy) and has been a guest speaker at Harvard Law School. Scott Berdan / Partner / Holland & Hart LLP Mr. Berdan provides practical solutions to complex issues associated with corporation finance and merger and acquisition transactions, helping large and small businesses and their owners efficiently achieve their goals and objectives. He also counsels management teams and boards of directors with respect to public disclosure matters and their fiduciary duties generally, including in relation to unsolicited and hostile acquisition proposals. Mr. Berdan focuses his transactional practice on negotiated purchase and sales agreements, public and private equity and debt securities offerings, and leveraged buyouts. He regularly counsels clients regarding their most significant corporate events, including issuers in connection with their initial public offerings and follow-on offerings of equity securities, institutional high-yield and convertible debt financings, senior secured credit facilities, going private and going dark transactions, and tender offers and consent solicitations. Amy Bowler / Partner / Holland & Hart LLP Amy Bowler is a partner at Holland & Hart LLP and has extensive experience with corporate finance transactions, mergers and acquisitions, and general corporate governance matters. Ms. Bowler advises boards of directors of public and private companies regarding fiduciary duties and general corporate governance matters. She also represents special committees of boards considering certain transactions. Her equity transaction experience has included initial public offerings, secondary public offerings, PIPE transactions and private offerings for companies in a broad range of industries. Adam M. Cohen / Partner, Tax / Holland & Hart LLP Adam Cohen is a Tax Partner at Holland & Hart LLP. Mr. Cohen addresses the tax aspects of structuring the formation, acquisition, disposition, operation, and liquidation of businesses of all sizes, from startup ventures to sophisticated public companies. His experience extends to E&P and midstream oil and gas, real estate, and finance industries. He has been integrally involved in structuring billion-dollar transactions. The vast majority of his practice involves handling tax issues for partnerships and LLCs. 5

6 speakers Michael A. Hammell / Executive Vice President, General Counsel / TransMontaigne Mr. Hammell has served as the Senior Vice President, Assistant General Counsel and Secretary of each of the TransMontaigne entities since July 2011; as Vice President, Assistant General Counsel and Secretary from January 2011 to July 2011; as Vice President, Assistant General Counsel and Assistant Secretary from November 2007 until January 2011 and as Assistant General Counsel from April 2007 to November Prior to joining TransMontaigne, Mr. Hammell spent eight years as a practicing attorney, most recently at the legal firm Hogan & Hartson LLP (now Hogan Lovells). Mr. Hammell received a B.S. in Business Administration from the University of Colorado at Boulder and a J.D. from Northwestern University School of Law. He is admitted to the practice of law in Colorado and is a member of local and national bar associations. He is also a member of the American Association of Corporate Counsel. Bill Mathews / VP & General Counsel / American Midstream, LLC John Nesland / Managing Director / UBS Lucy Stark / Securities Partner / Holland & Hart LLP Lucy Stark is a Securities Partner at Holland & Hart LLP. Ms. Stark focuses on corporate finance transactions including public and private debt and equity offerings; corporate governance and disclosure issues; mergers, acquisitions and divestitures; and venture capital financing. She has represented multiple MLPs in connection with IPOs, drop-down transactions, and debt and equity securities offerings. EVENT LOCATION Holland & Hart Conference Area Holland & Hart LLP th St. Suite nearby hotels Grand Hyatt Denver 1750 Welton St (300 feet north of conference location) Comfort Inn Downtown th St (400 feet southeast) The Brown Palace Hotel th St (0.1 miles southeast) The Denver Marriott City Center 1701 California St (0.1 miles northwest) 6

7 Instructional Methods 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 EUCI has been accredited as an Authorized Provider by the International Association for Continuing Education and Training (IACET). In obtaining this accreditation, EUCI 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, EUCI is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standard. EUCI is authorized by IACET to offer 0.6 CEUs for the course. CPE Credits PROCEEDINGS EUCI 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. EUCI is authorized by CPE to offer 7.5 credits for this program. There is no prerequisite for this course. Program Level: Beginner Delivery Method: Group-Live Advanced Preparation: None The proceedings of the course will be published, and one copy will be distributed to each registrant at the course. 7

8 EVENT LOCATION please register the following discount for attending both Master Limited Partnerships (MLPs) Governance, Tax Issues, Financial Considerations and IPO Process, August 26, 2014 And Master Limited Partnerships (MLPs): You re an MLP Now What? Maximizing Data, Reporting, Process Controls and Accounting, August 27, 2014: US $1895 Early bird on or before August 18, 2014: US $1695 Master Limited Partnerships (MLPs) (Governance, Tax Issues, Financial Considerations and IPO Process) conference only August 26, 2014: US $995 Early bird on or before August 18, 2014: US $895 Holland & Hart Conference Area Holland & Hart LLP th St. Suite Nearby hotels listed on page 6 EUCI s E N EUCI has gathered during its 26 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 25, 2014, 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 EUCI event or publication. This credit will be good for six months. In case of event cancellation, EUCI 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 our offices at EUCI at (201) reserves the right to alter this program without prior notice. 8