MASTER LIMITED PARTNERSHIPS: STATE OF THE MLPs

CONFERENCE MASTER LIMITED PARTNERSHIPS: STATE OF THE MLPs Houston Marriott West Loop by The Galleria Sponsors EUCI is authorized by IACET to offer 0.8 CEUs for the course. EUCI is authorized by CPE to offer 9 credits for this program. This course has been approved by the State Bar of Texas for 6.5 CLE credits 1

OVERVIEW This conference will cover major topics of industry interest including recent developments regarding taxes, legislation and MLP markets. Attendees will receive both MLP and investor perspectives. Expert panels will provide fresh insight and give attendees the opportunities to ask questions and learn from one another. This conference will provide plentiful networking opportunities and allow professionals from throughout the industry to build and enhance relationships. Attendees will leave this event with practical strategies, insights and guidance regarding many aspects of MLP management and investing. 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 Discuss the current state of the MLP sector Explore MLP tax considerations and updates Analyze the MLP market Evaluate MLP regulatory and reporting updates Discuss MLPs from an investment standpoint Describe an MLP case study Discuss MLP developments, trends & sector outlooks Great coverage of all aspects of an MLP. Dallas Market Leader VBM, Ernst & Young LLP 2

AGENDA Tuesday, 8:00 8:30 a.m. Registration and Continental Breakfast 8:00-8:45 a.m. State of the MLP Sector 2015 8:45-10:00 a.m. MLP Tax Forum This Q&A panel will focus on new and emerging considerations regarding MLP taxes. - James D. Jones, Vice President-Tax, Boardwalk Pipeline Partners - Tim Fenn, Partner, Latham & Watkins - Greg Matlock, Partner, Ernst & Young 10:00-10:30 a.m. Morning Break 10:30-11:15 a.m. MLP Market Analysis 2015 is a year that has brought a lot of upheaval and change to the oil & gas industry. This session will take a look at the current state of the MLP market and address the various factors impacting the market. - Joe Dunleavy, Transaction Services Partner, PwC - Daniel Klausner, Managing Director, PwC 11:15 a.m. - 12:00 p.m. MLP Legislative Updates Potential legislation can have a huge impact on the oil & gas industry in general and MLPs in particular. This session will go into depth about current and possible future legislation as it relates to MLPs. - Yana Storms, Partner, PwC - Mary Lyman, Executive Director, National Association of Publicly Traded Partnerships 12:00-1:00 p.m. Group Luncheon 1:00-2:00 p.m. MLPs: Investor Perspective MLPs can be an attractive investment from both a growth and an income perspective. This Q&A session will allow attendees to learn from investors and investment experts. - Robert Bobby Stillwell, Vice President & CEO, Memorial Partners LP - Ryan Maierson, Partner, Latham & Watkins - Alan Boswell, Senior Vice President, Kayne Anderson Capital Advisors 2:00-2:30 p.m. Networking Break 3:00-4:00 p.m. MLPs: A Case Study This session will walk attendees through an up-to-date case study of an MLP with detailed information regarding current opportunities and challenges. - Zachary McGinnis, CMAAS Director, PwC - Tracy Hermann, Director- Capital Markets & Accounting Advisory Services, PwC 4:00-5:00 p.m. Panel: Developments, Trends & Sector Outlooks This panel will give attendees the opportunity to ask expert professionals questions regarding current MLP developments. The panelists will address trends common to the industry and discuss the short-term outlook for MLPs. - Richard Robert, Executive Vice President, Chief Financial Officer & Board of Director, Vanguard Natural Resources, LLC (NASDAQ: VNR) - Lowry Barfield, Senior Vice President- Legal, Western Refining - Sean Wheeler, Partner, Latham & Watkins - Alan Boswell, Senior Vice President, Kayne Anderson Capital Advisors 3

SPEAKERS Lowry Barfield / Senior Vice President - Legal / Western Refining Alan Boswell / Senior Vice President / Kayne Anderson Capital Advisors Alan Boswell is a Senior Vice President for Kayne Anderson Capital Advisors, L.P., where he is part of the Energy Marketable Securities and Closed-End Funds teams. He is responsible for providing analytical support for investments in the MLP and broader energy sectors. Prior to joining Kayne Anderson in 2012, Mr. Boswell was a Vice President in the global energy group at Citigroup Global Markets Inc. where he focused on securities underwriting and mergers and acquisitions, primarily for MLPs. Prior to joining Citigroup, Mr. Boswell practiced corporate securities law for Vinson & Elkins L.L.P. Mr. Boswell received an A.B. in Economics from Princeton University and a J.D. from The University of Texas School of Law. Joe Dunleavy / Transaction Services Partner / PwC Joe is a partner in the Houston office of PwC, where he primarily serves clients in the energy industry. Joe specializes in initial public offerings (IPOs), Master Limited Partnerships (MLPs), debt and equity offerings, accounting advisory services and financial reporting issues. Joe currently leads PwC s US Energy Sector Capital Markets and Accounting Advisory Services (CMAAS) Practice. He has served clients in the energy industry for the last 20 years. His clients have included large multi-national SEC registrants, independent oil and gas companies, midstream companies and development stage enterprises. Tim Fenn / Partner / Latham & Watkins Charles Timothy ( Tim ) Fenn is a partner at Latham Watkins with a particular focus in business taxation as it applies to partnerships. His tax practice focuses on early stage structuring and advice with respect to market-related issues and tax issues. Mr. Fenn handles tax-related issues involving mergers, acquisitions, restructurings and capital market transactions for clients in the energy sector including: publicly traded partnerships, master limited partnerships, corporations, private equity firms, and investment banks In addition to representing clients in connection with transactional matters, Mr. Fenn has successfully represented clients before the Internal Revenue Service, the US Tax Court and several US appellate courts. Mr. Fenn spent several years as an investment banker with Goldman Sachs & Co. where he was part of the natural resources group. 4

SPEAKERS 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. 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. 5

SPEAKERS Mary Lyman / Executive Director / National Association of Publicly Traded Partnerships Mary S. Lyman serves as Executive Director of the National Association of Publicly Traded Partnerships (NAPTP), a trade association of publicly traded ( master ) limited partnerships and those who work with them. As Executive Director Ms. Lyman directs NAPTP s efforts with regard to federal and state government affairs, public and investor relations, and other matters of common concern to MLPs and their investors. A recognized expert on MLPs who has been working with them for almost thirty years, Ms. Lyman has spoken about them in a number of forums. Ms. Lyman is a Director at Gnarus Advisors, LLC, a consulting firm providing expert services to businesses, governmental agencies, law firms, and associations which is retained by NAPTP to provide it with management services. Prior to joining Gnarus Advisors, Ms. Lyman was employed by Navigant Consulting, Inc., and its predecessor Chambers Associates Inc., where she similarly served as Executive Director (2005 to present) and Tax Counsel (1985-2004) to NAPTP. She provided clients of those firms with research and analysis on complex legislative matters as well as legislative drafting and advocacy materials and legislative representation. Ms. Lyman began her Washington career as a legislative assistant for tax issues in the House of Representatives, working for a member of the House Ways and Means Committee. She received her B.A. from Dickinson College and her J.D. from Harvard Law School. Ryan Maierson / Partner / Latham & Watkins Ryan Maierson is a partner in the Houston office, where he specializes in corporate finance and M&A transactions in the energy industry, with an emphasis on master limited partnerships. His experience includes: - Underwriters in the US$500 million initial public offering of Enable Midstream Partners, the largest entity at IPO in the history of the MLP sector - Cypress Energy Partners, L.P. in its US$86.25 million initial public offering - Southcross Energy Partners in its US$180 million initial public offering - Global Infrastructure Partners in its US$2.0 billion acquisition from Chesapeake Energy of general partner and limited partner interests in Chesapeake Midstream Partners - Exterran Holdings, Inc. in multiple sales of compression and processing assets to its affiliated master limited partnership, Exterran Partners - Quantum Resources Energy Fund in its US$580 million sale of oil and natural gas fields in Texas, Oklahoma and New Mexico, to its affiliated master limited partnership, QR Energy - Underwriters in the US$1.5 billion offering of senior notes for WPX Energy - Underwriters in multiple debt and equity offerings of MarkWest Energy Partners, Eagle Rock Energy, Vanguard Natural Resources, QR Energy, LP and other master limited partnerships and energy companies Mr. Maierson is an adjunct professor at the University of Houston Law Center, where he co-teaches Doing Deals, a course on M&A practice, with Professor Douglas Moll. Greg Matlock / Partner / Ernst & Young Greg Matlock is a Partner in EY s Transaction Advisory Services group, and serves as the US MLP Leader. Greg s practice is focused on U.S. federal income tax planning and structuring for business transactions involving partnerships (including MLPs) and corporations, with particular emphasis on energy-related investments. Greg has represented investors and companies in various types of inbound and domestic oil and gas investments and transactions, including tax partnerships, limited partnerships, and other joint venture structures, including tax issues related to such structures. Greg has lead numerous, significant MLP and public monetization feasibility projects and analysis (including MLP IPO structure analysis, qualifying income analysis, as well as other tax and economic planning matters), and has worked on MLPs and public transactions both as a lawyer and in his current role in EY. Similarly, Greg has assisted companies in evaluating various public monetization structures, including MLPs, Up-C transactions, C Corporation IPOs, YieldCos, and REITs. 6

SPEAKERS 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. Richard Robert / Executive Vice President, Chief Financial Officer& Board of Director, Vanguard Natural Resources, LLC Richard Robert is the executive vice president, CFO, and secretary of Vanguard Natural Resources, LLC (NASDAQ: VNR) and has served in such capacities since January of 2007. In June of 2014 Mr. Robert was also elected to our Board of Directors. In 2011, Mr. Robert also served as the EVP and CFO of Encore Energy Partners LP (NYSE: ENP) until its merger completion with VNR on December 1, 2011. Prior to joining VNR, he was involved in a number of entrepreneurial ventures and provided financial and strategic planning services to a variety of energy-related companies since 2003. Mr. Robert was vice president of finance for Enbridge US, Inc., a natural gas and oil pipeline company, after its acquisition of Midcoast Energy Resources, Inc. in 2001 where he was CFO and treasurer. He held these positions from 1996 through 2002 and was responsible for acquisition and divestiture analysis, capital formation, taxation and strategic planning, accounting and risk management, and investor relations. Mr. Robert is a certified public accountant. Robert Bobby Stillwell / Vice President & CFO / Memorial Partners LP Robert L. Stillwell, Jr. has served as Vice President and Chief Financial Officer of the general partner of Memorial Production Partners LP since January 2015 and Vice President, Finance from July 2014 to January 2015. Previously, he served as Treasurer of Memorial Resource Development LLC from June 2012 to July 2014. From January 2011 to June 2012, he served as an investment banker at Citigroup in the Global Energy Group. From June 2010 to December 2010 and from July 2007 to June 2010, he worked in investment banking with UBS and Scotia Waterous, respectively. Mr. Stillwell began his career in the corporate finance group of EXCO Resources, Inc. 7

SPEAKERS Yana Storms / Partner / PwC Yana has 16 years experience serving clients within the natural gas and crude oil gathering, transportation, processing and storage businesses. She has worked extensively in the energy sector primarily serving midstream and upstream companies. For the last several years, Yana has had responsibility for multiple SEC registrants and their extensive capital transactions, including stock and debt offerings and private placements. She has dealt with numerous complex accounting and SEC filing matters, including business combinations, derivative instruments, impairment analyses and fair value. Her background includes providing services related to the annual audit process, as well as the design, documentation and evaluation of internal controls over financial reporting in accordance with SOX 404. She currently is the one of the lead subject matter specialist in our US energy practice for technical accounting matters related to the midstream sector and MLPs, as well as one of our FERC reporting specialists. Yana is a member of the American Institute of Certified Public Accountants and a licensed CPA in the states of Texas and Maine. Sean Wheeler / Partner / Latham & Watkins Sean T. Wheeler is a partner in the Houston office and Vice Chair of the Corporate Department as well as Co-chair of the Oil & Gas Industry Team. His practice focuses on corporate transactions in the oil and gas industry including substantial experience representing master limited partnerships. In the last two years, Mr. Wheeler represented energy clients in transactions with a combined value of over US$80 billion. His experience includes: - Athlon Energy Inc. US$7.1 billion sale to Encana Corporation - BreitBurn Energy Partners L.P. US$3 billion acquisition of QR Energy, LP - LinnCo LLC US$4.3 billion acquisition of Berry Petroleum Co. - Plains Exploration & Production Company US$9 billion acquisition by Freeport-McMoRan Copper & Gold Inc. of Plains Exploration & Production Company and McMoRan Exploration Company - Energy Transfer Partners LP US$5.3 billion acquisition of Sunoco Inc. - Suburban Propane Partners LP US$1.8 billion acquisition of Inergy Propane LLC - Energy Transfer Equity, L.P. US$9.2 billion acquisition of Southern Union Company - Rowan Companies, Inc. US$1.1 billion sale of LeTourneau Technologies to Joy Global, Inc. - K-Sea Transportation Partners L.P. US$600 million sale to Kirby Corporation - Schlumberger Limited US$11.3 billion acquisition of Smith International, Inc. - Representing master limited partnerships as issuer s and underwriter s counsel in securities offerings - VTTI Energy Partners LP US$422 million initial public offering - Underwriters US$818 million 10 MLP Governance Facts Mr. Wheeler graduated summa cum laude from the University of Alabama at Birmingham and earned his JD from Harvard Law School. 8

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, 2015. Room rates are $146 for single & double occupancy, plus applicable tax. Call 1-713-960-0111 for reservations and mention the EUCI 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 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 0.8 CEUs for the course. 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: www.learningmarket.org. 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 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 6.5 CLE credits The proceedings of the conference will be published, and one copy will be distributed to each registrant at the event. 9

Please make checks payable to: PMA" WWW.EUCI.COM P: 303-770-8800 F: 303-741-0849 PLEASE REGISTER THE FOLLOWING 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, 2015. Room rates are $146 for single & double occupancy, plus applicable tax. Call 1-713-960-0111 for reservations and mention the EUCI 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. DISCOUNT FOR ATTENDING BOTH AN IN-DEPTH INTRODUCTION TO MASTER LIMITED PARTNERSHIPS, AUGUST 24, 2015 AND MASTER LIMITED PARTNERSHIPS: STATE OF THE MLPs, AUGUST 25, 2015: US $2095 EARLY BIRD ON OR BEFORE AUGUST 14, 2015: US $1895 MASTER LIMITED PARTNERSHIPS: STATE OF THE MLPs CONFERENCE ONLY AUGUST 25, 2015: US $1095 EARLY BIRD ON OR BEFORE AUGUST 14, 2015: US $995 EUCI s Energize Weekly e-mail 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 EUCI has gathered during its 28 years organizing conferences. Sign me up for Energize Weekly. How did you hear about this event? (direct e-mail, 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 Email 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 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 offices at at 303-770-8800.EUCI (201) 871-0474. reserves the right to alter this program without prior notice. 10