Investor Presentation August 2015

Transcription

1 Investor Presentation August 2015

2 Disclaimer This presentation includes certain forward-looking information to provide information about the Company and management's assessment of its future plans and operations, which may not be appropriate for other purposes. Forward-looking information is typically identified by words such as "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this presentation include statements regarding (i) the Company s ability to consummate the transactions with Marlin described herein, (ii) the benefits such transactions will provide to the Company, including Marlin, including the ability to successfully make future acquisitions and to capitalize on certain commercial and operational synergies and the ability of Marlin to maintain or increase future distributions and (iii) the anticipated financial performance of the Company, including Marlin, following the completion of the transactions. Although we believe that our forward-looking information is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on forward-looking information. Forward-looking information inherently involves a variety of assumptions, risks, uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied in our forward-looking information. Material assumptions include: expected supply and demand for crude oil, natural gas and natural gas liquids; prices of crude oil, natural gas and natural gas liquids; expected exchange rates; inflation; interest rates; availability and price of labor and pipeline construction materials; operational reliability; customer project approvals; maintenance of support and regulatory approvals for the Company s projects; anticipated in-service dates; and weather. Our forward-looking information is subject to risks and uncertainties pertaining to operating performance, regulatory parameters, project approval and support, construction schedules, weather, economic and competitive conditions, exchange rates, interest rates, commodity prices and supply and demand for commodities. The impact of any one risk, uncertainty or factor on any particular forward-looking information is not determinable with certainty as these are interdependent and our future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by law, the Company assumes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. All forward-looking information in this presentation is expressly qualified in its entirety by these cautionary statements. This presentation may make reference to certain financial measures which are not recognized under U.S. generally accepted accounting principles.

3 Azure Enterprise Overview

4 Azure Midstream Enterprise Overview Azure Midstream Enterprise Overview The Azure Midstream Enterprise is comprised of Azure Midstream Partners, LP (NYSE: AZUR) and its parent company Azure Midstream Holdings, LLC ( Azure Holdings ) and affiliate NuDevco Partners, LLC ( NuDevco ) The Azure Midstream Enterprise is a growth oriented midstream organization focused on: Owning, operating, developing, and acquiring midstream energy infrastructure located in core producing areas in the United States The Azure Midstream Enterprise will provide natural gas gathering, transportation, compression, treating, processing, NGL transportation, and crude oil transloading services in: Prolific dry gas Haynesville and Bossier shale formations Liquids rich high Btu Cotton Valley formation, and Crude oil fields in Utah, Wyoming, and New Mexico ~1,430 miles of pipeline with access to 17 major pipelines and plants (collective throughput capacity of ~3,500 MMcf/d) 3 crude oil transloading facilities 310 MMcf/d processing capacity 2 NGL transportation pipelines with 20,000 Bbls/d takeaway capacity (1) As of June 30, Azure Midstream Partners, LP In millions, except per unit data, as of 6/30/15 Common Units Subordinated Units 8.72 Total Units Outstanding (1) Price as of 7/30/15 $10.60 Market Capitalization $227.1 Cash (1) $5.2 Revolving Credit Facility Borrowings (1) Enterprise Value $ Week Price Range as of 6/30/15 High $24.18 Low $11.86 Current Yield 14.0% AZUR Units Ownership % of AZUR LP Units Public ~50% % of AZUR LP Units NuDevco ~50% % of AZUR IDRs Azure Holdings 90% % of AZUR IDRs NuDevco 10% 1

5 Diversified Midstream Operating Footprint Gas Gathering & Processing in East TX & North LA and Crude Logistics in the San Juan, Powder River and Uinta Basins Azure Midstream Assets Big Horn Wildcat Sandoval Legacy Marlin Holly Center Gas Gathering: Legacy Gathering System, Lake Murvaul and Oak Hill Lateral Gas Processing: Panola 1 and 2 and Tyler NGL Pipelines: Turley Creek Logistics Transloaders: Wildcat, Bighorn and Sandoval facilities Azure Holdings Assets Holly, East Texas Gathering and Shelby systems 2 Note: Center gathering system is comprised of the ETG gathering system and the Shelby gathering system.

6 ETG System Overview Adds Strong Fee-Based Cash Flow ETG System Highlights Azure Midstream Partners, LP to acquire from Azure Holdings in the third quarter of 2015 ETG System Map $83.0 million total consideration 1.2 Bcf/d throughput capacity 255 miles of gathering pipeline and 336,000 gross dedicated acres Spans entire distance between Shelby and Legacy Systems 1.75 Bcf/d market access through four interconnects with major interstate pipelines NGPL Gulf South 30 Gulf South 42 Centerpoint Five amine treating plants with combined capacity of 1.45 Bcf/d treating capacity (2 leased & 3 owned) Gas Processing: Fairway Plant liquids processing capacity of 10MMcf/d Formations Gathered: Haynesville, Bossier, James Lime High quality, diversified customer base 23 producer contracts Substantial minimum revenue commitment (1) June, 2015 Volumetric Throughput (2) Combines producers that represent less than 10% into Other. ETG System Customer Base (1) Other 16% Company D 11% Company C 16% Company A 36% Company B 20% 3

7 ETG Acreage Dedication 4

8 ETG System Overlays Two Producing Horizons Haynesville Shelby Trough The Shelby Trough sub-play is a commercially recognized area where wells are deeper and more expensive than Louisiana Haynesville wells o Average later lengths tend to be longer in Texas where laws concerning cross-unit drilling have been more favorable Consists of areas in Shelby, San Augustine and Nacogdoches counties in Texas The area is south of the Mt Enterprise fault zone EOG Resources and ExxonMobil have been the most active drillers in the Shelby Trough area Shelby Trough IP by Producer Shelby Trough Wells Completed By Year By Operator Shelby Trough Top Five Drillers Source: Wood Mackenzie November 2014 Haynesville Key Play Report 5

9 ETG System Overlays Two Producing Horizons Bossier Shale Some operators have drilled Bossier Shale wells in the Shelby Trough subplay in addition to Haynesville wells Geologically similar to the Haynesville, promoting some producers to refer to the play as the Upper Haynesville o Bossier Shale is most prominent in the Shelby Trough and Spider sub-plays Many notable Bossier Shale wells (IP rates greater than 10 Mmcfd) have been drilled in the Shelby Trough sub-play Favorable lease terms make it possible for operators to hold shallower formations, such as the Bossier, through production from their Haynesville drilling activities Bossier Shale Source: Wood Mackenzie November 2014 Haynesville Key Play Report 6

10 Azure Midstream Enterprise Organizational Structure Co Investors Azure Midstream Management 33% 29% 29% 3.5% 3.5% 2% Azure Midstream Holdings, LLC 100% Public Unitholders NuDevco Midstream Development, LLC ~50% LP Units 10% of IDRs & ~50% LP Units 90% of IDRs & 2% GP Interest Azure Midstream Energy, LLC 100% $250MM Revolving Credit Facility Azure Midstream Partners, LP (NYSE: AZUR) Operating Subsidiaries 100% 100% Publicly Traded MLP Marlin Midstream, LLC Marlin Logistics, LLC 100% Legacy System East Texas Gathering System Shelby System Holly System Note: Simplified organizational structure pro forma for Azure Midstream Energy, LLC s acquisition of the Marlin Midstream Partners, LP s GP and 90% IDRs and sale of the Legacy gathering system by Azure Midstream Energy, LLC to Azure Midstream Partners, LP (formerly Marlin Midstream Partners, LP). 7

11 Investment Highlights Strong Sponsor Support / Aligned Interests Increased Size, Scale and Diversity Greater Cash Flow Stability and Visibility Double Digit Distribution Growth Potential Azure Sponsorship: Azure is financially incentivized to support the Partnership s growth through additional dropdowns Strong Senior Leadership: Experienced leadership team brings over 130 years of experience with history of growth execution and successful value creation at public MLP s Complementary Assets: Azure s Haynesville and Cotton Valley focused Legacy gas gathering system complements existing gas gathering and processing asset base Financial Scale: Total market value of combined Partnership is ~$365 million Financial Benefits: Substantially improved cost of capital and greater access to capital markets Customer Base Diversification: The Legacy system brings additional customers to Marlin s midstream natural gas segment Limited Commodity Price and Volumetric Risk: Approximately 90% of AZUR s 2015 forecasted margin is contracted under fixed fee agreements and approximately 50% is contracted under firm, minimum volume commitment agreements with no volumetric or commodity price risk Potential Dropdowns from Sponsor: Azure s remaining midstream assets are expected to be dropped down into AZUR over time Organic Growth: Experienced management team with established track record of organic growth project development and execution Third Party Acquisitions: Prepared to structure and execute material and complex acquisitions, restructurings, financings and major midstream development infrastructure 8

12 Experienced Senior Leadership and Commercial Team I.J. ( Chip ) Berthelot President Eric T. Kalamaras Chief Financial Officer David Garrett Vice President of Commercial Jeremy Ham Vice President of Business Development Amanda Bush VP of Strategic Planning President of Azure Midstream since July 2012 Founded Laser Midstream Company (Laser II), which developed a 1.4 Bcf/d gas gathering system in Northeast Pennsylvania and Southern New York Founded Laser Midstream Company (Laser I) which focused on natural gas gathering and processing in Texas and Louisiana and sold to Eagle Rock Energy Partners, L.P. in 2007 President of a privately owned midstream company ( ) Served as Chief Operating Officer, Executive VP, and a member of the Board of Directors at MidCoast Energy Resources, Inc, the predecessor gathering and processing business of Enbridge Energy Partners, L.P. Chief Financial Officer of Azure Midstream since January 2014 Senior Vice President and CFO for Valerus Energy Holdings, L.P., a multi billion dollar field service company Executive Vice President & Chief Financial Officer for Delphi Midstream Partners, LLC (Principle asset Laser Northeast Gathering Company was sold to Williams Partners, L.P. for $750 MM in 2011) Executive Vice President & CFO of Atlas Pipeline Partners (NYSE: APL) from Previous investment banker with Wells Fargo and Bank of America with extensive transactional and capital raising background with placement of over $30 billion of debt and equity, primarily focused on Master Limited Partnerships Vice President of Business Development for Azure Midstream since July 2012 Senior Vice President for DCP Midstream Partners, L.P. (NYSE: DPM) 21 years with DCP Midstream as Director of Gas Supply and Commercial Vice President Previous roles at Texas Oil and Gas, Acadian Gas Pipeline and McRae Oil and Gas >10 years of commercial, corporate development and financial experience VP of Business Development for NuDevco Development Partners Commercial Representative at Enterprise Products Partners VP of Hoover Energy Partners, an Energy Spectrum midstream portfolio company >10 years of finance and accounting experience in the oil and gas industry Previously served as CFO of Spark Energy and Marlin Midstream Partners LP Former public accountant at PricewaterhouseCoopers, LLC Certified Public Accountant licensed in the State of Texas 9

13 Azure Midstream Partners, LP Overview

14 Azure Midstream Partners, LP Overview Growth oriented midstream MLP engaged in natural gas gathering, transportation, compression, dehydration, treating, processing, NGL transportation, and crude oil transloading services Investment Highlights (1) Current AZUR Operating Footprint Stable and Predictable Fee based Cash Flows ~90% fee based margin Over 400,000 long term dedicated acres on Legacy and ETG systems ~50% of margin has minimum volume commitments ( MVC ) or minimum revenue commitments ( MRC ) Modern, Strategically Located Asset Base Visible Growth From Drop Downs NGL Rich Gas Assets Capitalize on the long lived, natural gas production from East TX Assets well positioned in the liquids rich Cotton Valley Formation Favorable drilling economics in various commodity price environments ~100% of margin from remaining Azure Holdings assets are fixed fee Upon full drop of the assets, AZUR s fee based margin will increase to 96% Pursue growth opportunities developing midstream projects and acquiring complementary systems within current areas of operation 2Q 2015 AZUR Operating Data Gas Gathering Gas Processing NGL Pipelines Legacy Marlin ETG Total Gas Total Gas Turkey Creek Total NGL System System System Gathering Panola 1 Panola 2 Tyler (2) Fairway Processing (Bbls/d) Pipeline Total Miles ,002 N/A N/A N/A N/A N/A ,015 Gas Compress ion (bhp) 14,125 6, ,425 8,220 10,400 4,640 N/A 23,260 N/A N/A 43,685 Logistics Total Wildcat Bighorn Sandoval Logistics Transloaders MVC (Bbls/hr) 10,120 8,860 3,548 22,528 Capacity (MMcf/d except as noted) ,200 1, ,000 20,000 (1) For the quarter ending June 30, 2015, Pro Forma for ETG Dropdown. (2) The Tyler processing facility includes three trains: one 40 MMcf/d, which is active and two idled 20 MMcf/d trains. 10

15 Azure Midstream s Fee-Based Cash Flows Limit Commodity Exposure Revenues Backed by Fee based Contracts with Minimum Volume Commitments Fee based contracts with annual inflation adjustments and remaining lives ranging from 1 to 5 years Segment Gross Margin Pro Forma (1) Twelve months ended June 30, 2015 Nearly 100% of gross margin is generated under fee based commercial agreements, with a substantial amount underpinned by minimum volume commitments Midstream Natural Gas 82% 18% Fee based gathering and processing agreements with additional recovery economics Gathering and Processing Logistics Midstream segment representing approximately 82% of the total gross margin for the twelve months ending June 30, 2015 Logistics 100% fee based transloading services agreements with AES containing minimum volume commitments through February 2020 % Fee Based Gross Margin Pro Forma (1) Twelve months ended June 30, % 91% Logistics segment representing approximately 18% of the total gross margin for the twelve months ending June 30, 2015 (1) Pro Forma for Legacy acquisition and ETG dopdown. No Direct Commodity Exposure Commodity Price Exposure 11

16 Legacy System Asset Overview 658 miles of high and low pressure gathering lines, serving more than 65,000 dedicated acres with access to seven major downstream markets Asset Summary Located in Harrison, Panola and Rusk counties in Texas and Caddo parish in Louisiana Legacy System Footprint Serves the Cotton Valley formation, the Haynesville Shale formation and the shallower producing sands in the Travis Peak formation 10 compressors providing 14,125 horsepower of compression Access to 7 major downstream markets via 750 MMcf/d interconnect capacity (~3.5x current throughput) provides best in class producer marketing flexibility $10,249 Access to AZUR s processing and 3 other third party processing plants, including the Carthage Hub 163 MMcf/d current throughput as of June 30, 2015 Azure Midstream Partners, LP completed the acquisition of the Legacy Gathering system from Azure Holdings on February 27, 2015 $162.5 million cash consideration (1) June, 2015 Volumetric Throughput (2) Combines producers that represent less than 10% into Other. Legacy System Customer Base (1) Other (2) 33% Co. D 10% Co. C 12% Co. B 12% Company A 42% 12

17 Gas Processing Plants Asset Overview Panola County: 2 cryogenic processing plants (220 MMcf/d capacity), NGL pipeline (10,000 Bbls/d takeaway capacity) Tyler County: 1 cryogenic processing plant (40 MMcf/d operating capacity expandable to 80 MMcf/d nameplate capacity) Asset Summary Gas Processing System Footprint Panola County Plants 1 & 2 came into service April 2007 and May 2012, respectively The two plants, are operated as a single integrated facility, processing primarily Cotton Valley Sands and Haynesville Shale gas 18,620 bhp gas compression from 11 total dedicated units Ability for deep cryo or ethane rejection recoveries 89 miles of gathering pipeline Tyler County Tyler plant was constructed in two phases by F&C, with Phases I and II becoming fully operational in April 2006 and 2007, respectively Located on 10 acres northeast of Woodville, TX, processing natural gas from the Austin Chalk and Eaglebine Formations 4,640 bhp gas compression from 3 total compressor units Two 200 GPM amine units Ability for deep cryo or ethane rejection recoveries (1) Q processed volumes (2) Combines producers that represent less than 10% into Other. Gas Processing Customer Base (1) Other (2) 12% Company B 44% Company A 43% 13

18 Logistics Asset Overview 6 total transloaders with minimum volume commitments of 22,528 Bbls/d across Utah, Wyoming and New Mexico Asset Summary Logistics Footprint AZUR s logistics assets contribute ~20% of pro forma 2014 EBITDA with 100% MVC AZUR s transloaders unload crude oil from tanker trucks and load crude oil into railcars Skid transloaders were custom made to AZUR s specifications to maximize capacity and flexibility of operations $10,249 6 total transloaders with minimum volume commitments of 22,528 Bbls/d Wildcat facility: 3 transloaders with minimum volume commitments of 10,120 Bbls/d Bighorn facility: 2 transloaders with minimum volume commitments of 8,860 Bbls/d Sandoval facility: 1 transloader with minimum volume commitments of 3,548 Bbls/d AZUR s top loading, heated skid transloaders handle multiple grades of crude oil, including heavy and waxy crudes 14

19 Azure Midstream Has Stable Fee-based Cash Flows Low Direct Commodity Price Exposure Risk Relative to Selected Peers MIDSTREAM ENERGY LLC 1% (1) 9% (1) 26% 91% No direct commodity exposure 99% 99% 74% 50% 50% 50% 50% 55% 45% No Direct Commodity Exposure Commodity Price Exposure (1) Azure twelve month ending June 30, 2015 others based on Investor presentations, company filings and Wall Street Resources. 15

20 Well Positioned To Capitalize on Expanding LNG and NGL Markets LNG and NGL Demand Creates Substantial Opportunity for Growth Majority of the approved and proposed LNG export facilities in the United States are situated on the Southeast Texas and Southwest Louisiana gulf coast Increasing demand for natural gas driven by robust North America LNG exports Up to 6 Bcfd of LNG liquefaction capacity foreseeable Supply and demand imbalance for natural gas in Asia provides significant opportunities for U.S. export EIA forecasts the U.S. to begin exporting LNG by 2016 High quality off take agreements already in place for proposed projects Additionally, AZUR s wet gas benefits being close to Mont Belvieu Global LNG Market Demand (2015E 2025E) Bcf/d E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E Source: Wood Mackenzie. TX Lavaca Bay OK Cameron Golden Pass Freeport Corpus Christi AR LA Lake Charles Sabine Pass LNG Export Terminals NGL Fractionator MS Gulf LNG AL 16

21 Logistics Business Upside in the Uinta Basin Uinta Basin Significant Oil Resource Provides Meaningful Upside for AZUR s Wildcat Transloading Facility Due to the high paraffin content in Uinta oil, the crude has traditionally been transported from the wellhead in heated trucks to refineries within a 300 mile radius Given that the five Salt Lake City refineries are the only refineries within this radius, the Uinta Basin waxy crude typically trades at a discount to WTI of around 15 20%; leading to higher net backs for complex refineries capable of handling high paraffin crudes There has been a consistent trend of crude by rail transportation to markets outside of the typical Salt Lake City refineries Crude by rail transportation out of the Rocky Mountain area has held constant in the recent year, with ~67% of the crude going to the Gulf Coast and away from Salt Lake City refineries The increase in potential end markets outside of The Salt Lake City refineries provides an opportunity to drive increased throughput at our Wildcat facility to capitalize on subsequent increases in production in the area MMBbl Historical Uinta Production and Projected 2015E Production (1) Production (MMBbls) 22.8 Annualized 2015E Production E (1) Utah Division of Oil, Gas and Mining Department of Natural Resources as of February (2) 2015 data through February, full year 2015E annualized. (3) EIA report dated June 30, 2015 (2) Significant Increase in Crude by Rail Transportation out of the Rocky Mountain Region (PADD 4) (3) MBbl/d year ago 1 month ago Apr East Coast Midwest Gulf Coast West Coast Total Shipment Destinations 17

22 Azure Holdings Drop Down Inventory

23 Azure Midstream Holdings Overview Gas gathering and processing assets with a book value of ~$800 million focused on the Haynesville, Cotton Valley and Bossier formations Investment Highlights Current Azure Holdings Footprint Top Tier Assets Long Term Visible Growth Opportunities for Expansion Relationships with Large and Committed Sponsors Premier footprints in dynamic shale plays Growth underpinned by high quality producers and ~100% fee based contracts Significant potential EBITDA contribution to AZUR via drop downs Incubating assets at Azure Holdings creates financial flexibility for AZUR Organic capital expenditures create ongoing opportunities within each basin Commercial presence increases economies of scale Large equity commitment from two experienced energy investors Energy Spectrum and Tenaska Capital Management Overview of Azure Holdings Assets Current Throughput Throughput Treating Gross Dedicated Primary System Miles of Pipeline (MMcf/d) (1) Capacity (Bcf/d) Capacity (Bcf/d) Acreage Formations Holly ,000 Haynesville, Bossier, Cotton Valley Shelby ,000 Haynesville, Bossier Total ,000 (1) As of June

24 Holly System Asset Overview 345 miles of high and low pressure pipeline serving ~69,000 dedicated gross acres with throughput of ~416 MMcf/d Holly System Summary 416 MMcf/d throughput (June, 2015) Holly System Map 345 miles of gathering pipeline with ~69,000 gross dedicated acres 96% Haynesville/Bossier shale and 4% conventional Cotton Valley gas Estimated ultimate recovery ( EUR ) ~10 Bcf per well Significant market access via 3.4 Bcf/d interconnect capacity (>3x throughput) Four amine treating plants with combined capacity of 920 MMcf/d, two 1,340 horsepower compressors and connects to eight downstream access points Holly System Customer Base (1) EXCO Resources, Inc. and BG Group acreage is 99% held by production and is contracted by Azure for the life of lease Contract includes an aggregate MVC of 600,000 MMBtu/d (584 MMcf/d) for the Holly and Shelby System Other (2) 18% Company B 41% Company A 41% (1) June, 2015 Volumetric Throughput (2) Combines producers that represent less than 10% into Other. 19

25 Shelby System Asset Overview 118 miles of high and low pressure pipeline serving ~34,000 dedicated gross acres with throughput of ~89 MMcf/d Shelby System Summary 89 MMcf/d throughput (June, 2015) Shelby System Map 118 miles of gathering pipeline with ~34,000 gross dedicated acres 600 MMcfd throughput capacity Provides gathering, compression and treating services for production Haynesville/Bossier in the Shelby Trough Significant downstream market access TETCO NGPL East Texas Gathering ETC Lumberjack Shelby System Customer Base (1) One 2,680 horsepower compressor station EXCO Resources, Inc. and BG Group acreage is 99% held by production and is contracted by Azure for the life of lease Contract includes an aggregate MVC of 600,000 MMBtu/d (584 MMcf/d) for the Holly and Shelby System (1) June, 2015 Volumetric Throughput (2) Combines producers that represent less than 10% into Other. Company A 50% Company B 50% 20

26 MLP Financial Overview

27 AZUR s Sustainable and Growing Cash Flow Historical Adjusted EBITDA Historical Distributable Cash Flow In Millions Distribution Coverage Ratio (1) Distribution Coverage Ratio (RHS) Sustainable and growing EBITDA stream Low maintenance capital supports high distributable cash flow and reduces recurring funding requirements Continued focus on stable distributable cash flows from existing assets Consistently overachieved minimum coverage ratio of 1.00x each quarter since the IPO 21

28 AZUR Retains Financial Flexibility To Fund Forward Growth IPO Long Term Debt in millions Outstanding debt as of June 30, 2015: $143.0 million $225.7 million pro forma for ETG transaction AZUR currently has lower leverage relative to its peer universe and the industry average AZUR will maintain a disciplined financial strategy targeting long term total leverage of 3.0x to 4.0x and will initiate the following actions to reduce leverage Potential for an at the market equity program to create a structural and perpetual debt reduction mechanism Leverage Comparison Total Debt / 2015E EBITDA (1) G&P Peers (1) Azure Leverage as of Q2 2015, pro forma for ETG transaction, others based on Investor presentations, company filings and Wall Street Resources. 22

29 10 Year Historical Commodity Prices Historically, troughs in West Texas Intermediate (WTI) and Henry Hub (HH) prices have not lasted more than months ~9.5 months (HH) ~4.5 months (WTI) ~14 months (HH) ~5 months (WTI) ~10.5 months (HH) ~8 months (WTI and HH) WTI ($) Henry Hub ($) $59.63 $2.77 Source: Bloomberg as of May 15, WTI Henry Hub 23

30