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Tall Oak Midstream Acquisition December 7, 2015 Strong. Innovative. Growing.

EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

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Page 1: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Tall Oak Midstream Acquisition

December 7, 2015

Strong. Innovative. Growing.

Page 2: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Forward-Looking Statements

This presentation contains forward-looking statements within the meaning of the federal securities laws. Although these

statements reflect the current views, assumptions and expectations of our management, the matters addressed herein

involve certain assumptions, risks and uncertainties that could cause actual activities, performance, outcomes and results to

differ materially than those indicated herein. Such forward-looking statements include, but are not limited to, statements

about future financial and operating results, guidance, projected or forecasted financial results, objectives, project timing,

expectations and intentions and other statements that are not historical facts. Factors that could result in such differences or

otherwise materially affect our financial condition, results of operations and cash flows include, without limitation, (a) our

failure to consummate the transactions, (b) the risk that we do not complete our financing transactions to fund the

transactions, (c) the risk that the entities and assets to be acquired will not be successfully integrated or that such

integration will take longer than expected, (d) the risk that the entities and assets to be acquired will not perform as

expected, (e) the risk that the assets to be acquired fail to generate follow-on investment opportunities, (f) the risk that the

transaction does not result in expected synergies, (f) the risk that we fail to enter into an arrangement with Devon regarding

minimum volume commitments, (g) the risk that the contemplated construction projects are not completed on time or at

all,.(h) the risk that we fail to maintain our investment grade credit rating, (i) changes in the availability and cost of capital, (j)

competitive conditions in our industry and their impact on our ability to connect hydrocarbon supplies to our assets, (k)

operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control, and (l)

the effects of existing and future laws and governmental regulations, including environmental and climate change

requirements and other uncertainties. These and other applicable uncertainties, factors and risks are described more fully in

EnLink Midstream Partners, LP’s and EnLink Midstream, LLC’s filings (collectively, “EnLink Midstream”) with the Securities

and Exchange Commission, including EnLink Midstream Partners, LP’s and EnLink Midstream, LLC’s Annual Reports on

Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Neither EnLink Midstream Partners, LP nor

EnLink Midstream, LLC assumes any obligation to update any forward-looking statements contained herein. The

assumptions and estimates underlying the forecasted financial information included in the guidance information in this

presentation are inherently uncertain and, though considered reasonable by the EnLink Midstream management team as of

the date of its preparation, are subject to a wide variety of significant business, economic, and competitive risks and

uncertainties that could cause actual results to differ materially from those contained in the forecasted financial information.

Accordingly, there can be no assurance that the forecasted results are indicative of EnLink Midstream’s future performance

or that actual results will not differ materially from those presented in the forecasted financial information. Inclusion of the

forecasted financial information in this presentation should not be regarded as a representation by any person that the

results contained in the forecasted financial information will be achieved. 2

Page 3: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Non-GAAP Financial Information

This presentation contains a non-generally accepted accounting principle financial measure that we refer to as

adjusted EBITDA. Adjusted EBITDA is defined as net income from continuing operations plus interest expense,

provision for income taxes, depreciation and amortization expense, impairment expense, unit-based compensation,

(gain) loss on noncash derivatives, transaction costs, distribution of equity investment and non-controlling interest and

income (loss) on equity investment. The amounts included in the calculation of this measure are computed in

accordance with generally accepted accounting principles (GAAP).

EnLink Midstream believes this measure is useful to investors because it may provide users of this financial

information with meaningful comparisons between current results and prior-reported results and a meaningful measure

of EnLink Midstream's cash flow after satisfaction of the capital and related requirements of its operations.

Adjusted EBITDA, as defined above, is not a measure of financial performance or liquidity under GAAP. It should not

be considered in isolation or as an indicator of EnLink Midstream’s performance. Furthermore, it should not be seen as

measures of liquidity or a substitute for metrics prepared in accordance with GAAP.

Investor Notice:

The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible

reserves that meet the SEC's definitions for such terms, and price and cost sensitivities for such reserves, and

prohibits disclosure of resources that do not constitute such reserves. This presentation may contain certain terms,

such as resource potential and exploration target size and risked resource. These estimates are by their nature more

speculative than estimates of proved, probable and possible reserves and accordingly are subject to substantially

greater risk of being actually realized. The SEC guidelines strictly prohibit us from including these estimates in filings

with the SEC. Investors are urged to consider closely the disclosure in Devon Energy Corporation’s Form 10-K,

available at Devon Energy Corporation, Attn. Investor Relations, 333 West Sheridan, Oklahoma City, OK 73102-5015.

You can also obtain this form from the SEC by calling 1-800-SEC-0330 or from the SEC’s website at www.sec.gov.

3

Page 4: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Tall Oak Midstream Transaction

4

Growth Alignment with Devon: sponsor to be largest customer on the system; supporting with minimum volume commitments

Top-Tier Assets in Cores of STACK & CNOW1: new assets in plays offering among the best drilling economics in North America

Focused Producer Customers: currently serving 15 customers; majority of top customers focused on STACK

Long-Term, Fee-Based Contracts: ~500,000 net acres dedicated; weighted average remaining contract term of ~15 years

Expanded Growth Platform: complements Cana gas system; longer-term potential for crude, condensate & NGL development

Strategic

Benefits

Flexible financing structure

$1.05 B to be paid at closing: $750 MM of convertible preferred equity; $250 MM of ENLC equity; $50 MM of debt

Remaining $500 MM installment to be paid within 12 months of closing

• EnLink has the option to defer $250 MM of the installment payment to 24 months

Expect financing structure to enable EnLink to maintain its investment grade credit profile

Line-of-sight to significant growth; expect ~7.5 - 8x consolidated adjusted EBITDA multiple of Tall Oak assets by 2018

Accretive acquisition and financing structure designed to support EnLink’s ability to grow distributions at ENLK and ENLC

Financial

Benefits

EnLink Midstream and Devon Energy Corporation plan to acquire two separate private companies in related transactions

Tall Oak Midstream – a gathering and processing midstream company with assets that support Felix Energy and

other producers; being purchased by EnLink for $1.55 B

Felix Energy – an E&P company with operations in the STACK play and an anchor producer to Tall Oak

Midstream; being purchased by Devon for $1.9 B

Transaction

Summary

EnLink and Devon are executing on two highly strategic acquisitions that strengthen their relationship,

diversify their underlying businesses and further align growth plans

1. STACK: “Sooner Trend (oil field), Anadarko (Basin), Canadian and Kingfisher (counties)”; CNOW: Central North Oklahoma (location), and Woodford (resource)

Page 5: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Strategic Benefits

Page 6: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Growth Alignment With Devon

6

Aligns Devon’s & EnLink’s Growth Plans

Devon to Acquire Felix Energy for $1.9 B

— Acreage in economic “core” with highest returns in

STACK

— ~ 80,000 net surface acres

— Devon expects to spend ~$500MM in 2016 to drive

STACK growth of >30% year-over-year

— Accelerating activity to ~10 rigs (includes partner activity)

Best in Class STACK Position

— Largest and best position in the play

— ~ 430,000 net surface acres (Devon and Felix included)

— ~ 5,300 risked locations (Devon and Felix included)

Alignment with EnLink

— 100% of Felix acreage dedicated to Tall Oak

— Largest customer on Tall Oak system

— 15-year acreage dedication

— 5-year minimum volume commitments that cover

gathering and processing for dedicated Felix acreage

Page 7: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Tall Oak Assets

EnLink’s Central Oklahoma System Post-Closing 1

Chisholm Plant: 100 MMcf/d cryogenic processing plant

‒ Additional 200 MMcf/d cryogenic plant to be in-service

by third quarter 2016

‒ Chisholm site expandable up to 700 MMcf/d

Battle Ridge Plant: 75 MMcf/d cryogenic processing

Over 500 miles of pipeline in service or under construction

Currently constructing 42-mile, 16” pipeline that will

connect Battle Ridge and Chisholm plant systems

‒ Expected to be completed by year-end 2015

‒ Allows gas to be processed at either processing plant

‒ Allows movement of gas from STACK to eastern residue

markets, which trade at a premium

Top-Tier Assets in Core of STACK & CNOW

7

Creates Franchise Position in Central Oklahoma

Central Oklahoma System Map Post-Closing 1

3 processing plants with 525 MMcf/d of capacity

– Expanding to 725 MMcf/d upon completion of

Chisolm Plant expansion in Q3 2016

~715 miles of pipeline in-service with additional

pipelines under construction

(1) Includes EnLink’s Cana processing plant and gathering pipelines and assumes completion of the Tall Oak Midstream acquisition.

STACK Play CNOW Play

Chisolm

Battle Ridge

Page 8: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Top-Tier Assets in Core of STACK & CNOW

8

Early-Stage, Rapidly Developing Growth Plays

STACK Overview

Oklahoma’s STACK and CNOW are early-stage growth plays with strong well results

Two main stacked producing formations

‒ Meramec

‒ Woodford Shale

Well performance has improved rapidly as large

independents have applied learnings from other basins

Meramec and Woodford shales range in depth from

6,500’ to 11,000’

‒ Low economic break-evens supporting recent

movement of rigs to the area

27 rigs active in the STACK play as of November

2015(1)

CNOW Overview

Two main stacked producing formations

‒ Mississippi Lime

‒ Woodford Shale

Shallow zones at 4,000’ to 5,000’ cost at less than

~$2MM per well to drill and complete

3 rigs active in the CNOW play as of November 2015(1)

(1) Source: RigData as of 11.24.2015; active rigs during month of November in counties where Tall Oak has acreage dedications.

Tall Oak Core Counties Rig Count

WT

I S

po

t P

rice

31

35

37

41

36

28

24

26

29

32 33

35

30 30

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

0

5

10

15

20

25

30

35

40

45

Oct-14

Nov-14

Dec-14

Jan-15

Feb-15

Mar-15

Apr-15

May-15

Jun-15

Jul-15

Aug-15

Sep-15

Oct-15

Nov-15

Blaine County Canadian CountyKingfisher County Lincoln CountyPayne County WTI Price

# o

f R

igs

Page 9: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Top-Tier Assets in Core of STACK & CNOW

9

Robust Drilling Economics

Tall Oak footprint encompasses an area containing some

of the most economic upstream assets in North America

Breakeven prices compare favorably with Permian Basin

and Eagle Ford

STACK play represents multiple pay zones with

significant inventory of drilling locations

Historical vertical development provides insight into the

entire stratigraphic column and de-risks the play

significantly

The STACK Is One of the Most Economic Resource Plays in North America

(1) Source: RigData as of 11.24.2015

(2) Source: Jefferies research. Uses NYMEX strip oil pricing as of November 13, 2015 and assumes constant natural gas pricing of $3.00 / MMBtu

Oil-Weighted Breakeven Summary 2

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

$50

LowerSpraberry

Dewitt SuperRich

Condensate

MeramecVol. Oil Core

Wolfcamp A- Howard

Co.

2nd BoneSpring - East

Dewitt RichCondensate

MeramecBlack Oil

WoodfordSouth

Canadian

Dewitt Vol.Oil

MeramecVol. Oil

WoodfordBlack Oil

CNOW

Rig Count % Decline Across US Oil Plays 1

-80%

-60%

-40%

-20%

0%

20%

40%Tall Oak CoreCountiesWTI Price

Total US

Permian Basin

Bakken

Eagle Ford

Page 10: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Acreage map

STACK Play

CNOW Play

Superior Contracts, Focused Producers

10

Providing Long-Term, Stable Cash Flows

Tall Oak’s Customers

15 customers

Largest customers include Devon (subject to its

acquisition of Felix Energy), PayRock Energy,

American Energy-Woodford and other major

producers in the area

Contract Terms

Fee-based contract structure

Weighted-average remaining contract term of

~15 years

~220,000 net acres dedicated in the STACK

~280,000 net acres dedicated in the CNOW

Minimum volume commitments from Devon (through

acquisition of Felix Energy) and American Energy -

Woodford

Page 11: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Expanded Growth Platform

11

Long-Term Growth Opportunities

Crude/condensate opportunities

– Holds crude dedications from select producers

including Felix Energy

– Close proximity to Cushing and local refineries

– Devon and EnLink exploring crude development

opportunities in the STACK

NGL development opportunities

– Liquids rich plays create significant NGL production

at processing facilities

– NGL pipeline and fractionation opportunities with

expanded processing footprint

Oklahoma Express Project

– Potential to link Oklahoma and North Texas assets

– Will de-bottleneck production growth from the

Midcontinent and utilize capacity and market

access in North Texas

Goal to interconnect with demand-driven

markets on Gulf Coast

– Access EnLink’s Louisiana system

Page 12: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Financial Benefits

Page 13: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Tall Oak Acquisition Structure Focus on Financial Flexibility & Strong Balance Sheet

Manage leverage by minimizing debt

Limit near-term execution risk of financing plan

Create flexibility through installment sale by providing EnLink with

options to fund remaining purchase price including:

- Equity issuance

- Additional ENLK convertible preferred equity

- Potential non-core asset sales

EnLink developed a flexible financing plan to manage the near-term impact of a large acquisition

Sources of Funds Illustration ($MM)

Financing Plan Goals

1 ENLK Revolving Credit Facility $50

2 ENLC Common Equity $250

3 Convertible Preferred Equity $750

4 Cash & Units to Seller at Closing $1,050

5 Cash Due Within 1 Year1 $500

6 Total Consideration to Seller $1,550

$750 million funded by newly issued ENLK convertible preferred equity

- Annual coupon of 8.5% PIK for the first six quarters

- Coupon thereafter set to the greater of (a) 7.5% cash + 1.0% PIK or

(b) 7.5% cash + PIK amount above the cash payment that achieves

in total the same distribution as the underlying common units

$250 million funded by issuing ENLC common equity to sellers

- ~16% interest in Tall Oak owned by ENLC

$50 million funded with ENLK Revolving Credit Facility

$500 million installment payment not due at time of acquisition

- Cash payment due to sellers not later than 12 months from close

• EnLink has the option to defer $250 MM to 24 months

Tall Oak Acquisition ($1.55 billion)

13 (1) EnLink has the option to defer $250 MM to 24 months from close.

Page 14: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Tall Oak Acquisition Structure

14

Flexibility with Financing Structure

~$750MM

Convertible

Preferred

EnLink Midstream, LLC

Devon

Energy

Public

Unitholders

~63.0% ~37.0%

~0.5% GP

~26.5% LP

~28.4%

LP

~44.6%

LP

Tall Oak

TPG/Goldman(2)

EnLink Midstream

Partners, LP

TPG/Goldman(2) is investing in EnLink via convertible preferred equity

With the opportunity to expand preferred investment by $500 million to fund Tall Oak capital expenditures or to fund installment purchase

EnLink expects to maintain its investment grade credit rating at Moody’s and S&P

Devon continues to hold majority ownership at ENLC

Pro Forma Organizational Chart (1)

(1) Devon and Public ownership in ENLC is pro forma

(2) Represents TPG Capital and funds managed by the Merchant Banking Division of Goldman Sachs

~84%

~16%

Page 15: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Acquisition Considerations

Financial Benefits

15

Strong Sponsor Support

Tall Oak expected to add ~ $75 - 85 MM incremental consolidated

adjusted EBITDA1 in 2016 (assuming a 1/1/2016 transaction close) with

expected 2016 system volumes of ~ 130 MMcf/d

Pro-forma transaction multiple of ~ 7.5 – 8.0x consolidated adjusted

EBITDA1 of Tall Oak expected by 2018, which represents expected 2018

adjusted EBITDA1 of ~$300 MM

Devon minimum average volume commitments for 5 years

3 year expected Tall Oak capital expenditures of ~$650 MM, including:

- 2016 capital expenditures of ~$350 MM

• First quarter 2016 capital expenditures of ~$150 MM to be funded

with revolving credit facility

- Capability to use convertible preferred equity to fund additional Tall

Oak capital as needed

Minimal maintenance capital expected given Tall Oak system is newly built

Impact to EnLink

For 2016, the transaction is expected to provide low single digit accretion to distributions at ENLK and mid-single

accretion to distributions at ENLC on a percentage basis

Positive 2016 accretion on fully diluted basis also

Results based upon current commodity price environment

Ownership at ENLC provides tax benefits as well as dropdown opportunities

Devon Minimum Volume Commitments

0

50

100

150

200

250

2016 2017 2018 2019 2020

MM

cf/

d

Devon Daily Minimum Average Volume Commitments

(1) Adjusted EBITDA is a non-GAAP financial measure and is explained on page 3.

Page 16: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Closing Remarks

Page 17: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

17

Sponsor Driven Growth Transaction highlights strong sponsorship, alignment and synergistic relationship with Devon

Devon’s proposed acquisition of Felix acreage will make it an anchor customer on the Tall Oak system

Top-Tier Assets in Core of STACK and CNOW The STACK is a premier resource play with drilling economics that are among the most favorable in U.S.

The CNOW is an emerging play with two stacked producing formations and low-cost wells

Focused Producer Customers Acquisition will diversify EnLink’s customer base with 15 active customers on dedicated acreage

Majority of top producers are focused on acreage underlying Tall Oak system

Long-Term, Fee-Based Contracts Tall Oak’s customer contracts are fee-based with weighted average contract term of ~15 years

Devon to support the STACK system with 5-year minimum volume commitments

Acquisition of Tall Oak Midstream Strategic Benefits

Enhanced Financial Strength Prudent financing is consistent with goal to maintain ENLK’s investment grade credit rating and strong balance sheet

Transaction accretive to distributable cash flow with expected ~7.5 - 8x adjusted EBITDA multiple by 2018

Expanded Growth Platform Tall Oak’s assets complement to EnLink’s Cana assets; allows EnLink to create super-system in Central Oklahoma

Longer-term plans include crude, condensate & NGL development and interconnecting to North Texas or Gulf Coast

Page 18: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

EnLink’s Focused Areas for Growth

18

Strategically Positioned MLP

The Tall Oak acquisition is the next step in positioning EnLink as a midstream leader in

North America’s best resource plays

Matador acquisition

established platform

for growth

Lobo II opportunity

Delaware Permian

Leading midstream

position in Midland

Basin

Coronado and LPC

acquisitions

expanded developing

platforms

Riptide plant under

construction

Midland Permian

Tall Oak acquisition

creates a strong

position in STACK and

Cana-Woodford

Years of organic

follow-on investment

given early stage of

development of the

play

Mid-Continent

Demand-driven

market

Franchise NGL

position supported by

Cajun-Sibon

Franchise natural gas

position

Opportunities to

interconnect with

other growth areas

Louisiana

Page 19: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Appendix

Page 20: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Devon’s Results Validate Core Position

20

Woodford Well Results

Woodford Attributes According to Devon

Discovered Cana field in 2007

Best position in play

>800 producing wells

Significant inventory: 3,700

risked locations

Results recently boosted with

larger completion design

Achieving significant

efficiencies

Source: Devon Energy Corp. presentation on December 7, 2015

Page 21: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Devon’s Results Validate Core Position

21

Upper Meramec Well Results

Upper Meramec Attributes According to Devon

Tremendous reservoir qualities

— Up to 500’ of pay

— 3 landing zones

— Matrix porosity/over-pressured

— Very low water cuts

Consistent results

Extended lateral potential

Applying Woodford learnings to

drive productivity gains

Source: Devon Energy Corp. presentation on December 7, 2015

Page 22: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Devon’s Results Validate Core Position

22

Lower Meramec Well Results

Lower Meramec Attributes According to Devon

Formation thickens to northwest

Attractive reservoir qualities

— Up to 250’ of pay

— High reservoir pressure

— Potential for multiple zones

— Very low water cuts

Production levered towards oil

Extended-reach lateral potential

Source: Devon Energy Corp. presentation on December 7, 2015

Page 23: EnLink Midstream / Tall Oak Midstream Acquisition Investor Call

Devon’s STACK Productivity Improving

23

Driven by improved completion design

— Average lateral length is increasing

— More than double frac stages (>30 stages)

— Conversion to slick water with diversion

— Higher proppant volumes

Further visible improvements ahead

— Lateral placement

— Stimulation design

— Lateral length optimization

— Flow-back procedures

0

200

400

600

800

1,000

1,200

0 100 200 300 400 500 600

Initial 90-day production rates

up ≈40% since 2013

Days Produced

2015 (56 wells)

2014 (20 wells)

2013 (3 wells)

Rate

(B

OE

D)

Source: Devon Energy Corp. presentation on December 7, 2015