Investor Presentation UBS MLP Conference January 10 & 11, 2017

Transcription

1 Investor Presentation UBS MLP Conference January 10 & 11, 2017

2 Legal Cautionary Disclaimer Statement This presentation includes forward-looking statements. These statements relate to, among other things, projections of operational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words "anticipate, "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "potential," and similar terms and phrases to identify forward-looking statements in this presentation. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations and future growth involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors, which are described in greater detail in our filings with the SEC. Construction of projects described in this presentation is subject to risks beyond our control including cost overruns and delays resulting from numerous factors. In addition, we face risks associated with the integration of acquired businesses, decreased liquidity, increased interest and other expenses, assumption of potential liabilities, diversion of management s attention, and other risks associated with acquisitions and growth. Please see our Risk Factor disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 7, 2016 and on Form 10-Q for the quarter ended September 30, 2016 filed on November 08, All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. This presentation speaks only as of the date on the cover page. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this presentation. is presentation includes forward-looking statements. These statements relate to, among other things, projections of operational "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," 2 2

3 Overview Legal American Disclaimer Midstream Overview American Midstream Partners, LP ($ millions except unit) Key Business Highlights Market capitalization¹ $ 569 Distribution coverage² 1.9x Equity yield¹ 9.0% 8.5% 2021 senior unsecured note yield¹ 8.1% TTM compliance Adjusted EBITDA⁵ $ 154 Total indebtedness² $ 673 Pro forma leverage³ 4.0x Total outstanding units (millions)⁴ Guidance ($ millions) Adjusted EBITDA $125 - $135 Distributable Cash Flow Growth Capital Expenditures % 150% 100% 50% 0% 2016 Total Return -50% 1/1/2016 4/1/2016 7/1/ /1/ /31/2016 1/1/2017 Alerian Index S&P Index American Midstream Third quarter 2016 Adjusted EBITDA of $35.8 million and Distributable Cash Flow of $24.4 million, an increase of 126% and 121%, from third quarter 2015 Top-tier, third quarter distribution coverage of 1.9 times On October 24, 2016, American Midstream ( AMID ) announced merger with JP Energy Partners creating a $2 billion enterprise value partnership On November 1, 2016, AMID announced the acquisition of an incremental 6.2% interest in Delta House, a floating production system, bringing total owned interest to 20.1% AMID issued $300 million of 8.5% senior notes, upon closing of the merger, net proceeds will be used to fully repay and terminate the JPEP credit facility and to partially repay outstanding indebtedness under AMID s credit facility AMID asset footprint covers 10,000 square miles of Gulf of Mexico production, and transports a total of 1.6 Bcf/d of natural gas, over 100,000 barrels per day of oil crude, and 45,000 barrels per day of NGLs Terminals segment contracted capacity averaged over 2.2 million barrels ¹ - as of 01/04/2017 ² - at quarter end 9/30/2016 ³ - at quarter end 9/30/2016 inclusive of Series D preferred issuance and acquisition of incremental 6.2% Delta House interest ⁴ - Inclusive of series A, C and D preferred units ⁵ - For the quarter ended 9/30/2016. See slide 36 for reconciliation of non-gaap Adjusted EBITDA to GAAP net income. 3

4 AMID has Stable, Fee-based Cash Flow 92% of gross margin expected to be derived from fee-based and fixed-margin contracts, minimizing direct commodity exposure Cash flow supported by significant acreage / life-oflease dedications and firm transportation and storage contracts Diverse and creditworthy customer base includes supermajors, independent producers, LDCs, utilities, industrial end-users, refiners, chemical manufacturers and marketers Fee-based cash flow information from Wells Fargo January 2017 MLP Monthly 4

5 American Midstream / JP Energy Transaction Overview

6 Transaction at a Glance AMID to issue units to JPEP unitholders at x exchange ratio Transaction Overview AMID units issued to JPEP public unitholders at x:1 exchange ratio General partner of JPEP merged into AMID general partner, AMID IDRs unchanged AMID Series A Preferred Units restructured to pay distributions equal to common units Annual synergies of at least $10 million from elimination of duplicative public company costs and certain operational benefits Sponsor Support ArcLight affiliates to provide merger support up to $25 million to target ~5% DCF per unit accretion to unitholders in 2017 and 2018 ArcLight affiliates will also reimburse JPEP s transaction and transition costs AMID exchange ratio for ArcLight s JPEP units of x:1, adding further value to JPEP public unitholders by enabling them to receive a higher exchange ratio ArcLight Management & Affiliates American Midstream Partners GP ( AMID GP ) Sponsor commitment up to $25 million to support DCF accretion American Midstream Partners LP (NYSE: AMID) New AMID units issued at x:1 exchange ratio for JPEP public unitholders JP Energy Partners LP (NYSE: JPEP) Other Investors JPEP transaction and transition cost support Contribution of assets / interests 6 6

7 Increase Scale & Diversification Larger scale grows our opportunity in the market Enhancing Our Competitive Position Through Scale Significantly expands company size and service offerings - ~$185 million expected pro-forma 2016 Adjusted EBITDA - ~$2.1 billion pro-forma enterprise value Meaningfully expands our reach and value to current and potential customers Stronger marketplace liquidity; better access to long-term capital; pro-forma float of ~$644 million Increases number and type of potential acquisitions, improves competitiveness in the market Diversification Across Segments Strong & Expanding Customer Base % of FY17 Pro Forma Adjusted EBITDA Producers End Markets NGL Distribution, 12% Onshore G&P, 23% Terminals, 17% Transmission, 6% Offshore, 42% Note: Expected pro-forma Adjusted EBITDA represents combined 2016 announced midpoint of guidance and run-rate synergies of at least $10 million. Pro-forma enterprise value as of 14/2017. Pro-forma float based on pro-forma public common unit count of 35.3 million and unit price of $18.25 per unit as of 1/4/

8 Leverage Complementary Assets A clear strategy for midstream opportunities across the value chain Develop Commercial and Acquisition Opportunities Enhance critical mass with robust pipeline of commercial and M&A opportunities adjacent to existing footprint Participate in Entire Value Chain Link wellhead gathering, gas processing, and NGL production with direct access to downstream consumers (seasonal butane supply for gasoline blending, year-round propane supply) Extend Customer Reach Leverage trucking capacity to optimize costs and secure additional NGL and condensate barrels for processing Integrate commercial, logistics and operations in Eagle Ford and Permian Segment Level Strategy Onshore G&P Combine pipeline and truck transportation capabilities to increase upstream connections, processing capabilities, and downstream market options Offshore Actively build an integrated system with multiple market options particularly in the deep-water Transmission Capitalize on access to Northeast supply to increase market demand and expand footprint Capture Southeast and Louisiana market share traditionally served by Gulf Coast pipelines Terminals NGL Distribution Pursue additional storage infrastructure in proximity to crude/refined product /chemical flows and near demand centers Expand geographically and rationalize logistics costs Leverage JPEP logistics/trucking expertise within AMID s East Texas operations to expand footprint 8 8

9 AMID and JPEP Partnership Overview Diversification and integration along midstream value chain maximizes molecular control Offshore Deep-water and shallow-water Gulf of Mexico and Gulf Coast natural gas, crude oil, NGL and saltwater pipelines 2016E Cash Flow by Division 1 Fee-based, semi-submersible floating production system in prolific Mississippi Canyon Onshore G&P 11 natural gas and crude oil gathering systems, 7 processing plants, 4 fractionation facilities and a fleet of crude oil gathering trucks Primarily located in the Permian, Cotton Valley / Haynesville, Eagle Ford and Bakken 17% 14% 40% Transmission 3 interstate and 7 intrastate natural gas transmission systems with 2.5 Bcf/d of capacity Located in Alabama, Louisiana, Mississippi and Tennessee 13% 16% Offshore Terminals 6.7 MMBbls of above-ground liquids storage capacity across 3 marine terminals, 2 refined products terminals and one crude oil storage facility Onshore G&P Transmission Terminals NGL Distribution & Sales NGL Distribution & Sales Distribution network of 43 customer service locations and 28 regulated central distribution systems 3rd largest cylinder exchange business in the U.S. 9 1 Based on 2016E Adjusted EBITDA before G&A 9

10 A Merger of Growth and Diversification AMID and JPEP to merge, creating a diversified midstream partnership AMID and JPEP have executed a merger agreement, whereby AMID will merge with JPEP in a unit-for-unit exchange Transformational combination creates a diversified partnership with an ~$2.1 billion enterprise value 1 Transaction improves financial position, consolidates GP ownership and accelerates growth trajectory Increased scale enhances access to capital and improves ability to pursue organic growth opportunities and accretive acquisitions Pro forma net leverage of 3.8x Large platform enhances ability to drive efficiencies; complementary business activities provide attractive synergy opportunities Establish path to mid-single digit distribution growth over the long-term Expect transaction to close in Q Merger has been unanimously approved by special committee of AMID plus full Board of AMID and JPEP Targeting Q closing, pending required approvals and JPEP unitholder vote 1 Pro forma enterprise value as of 1/4/

11 Strategically Located Assets Strong asset footprint in leading basins: Permian, Eagle Ford, Bakken, East Texas and Gulf Coast 11 11

12 Track Record of Tactical Growth at Attractive Multiples High Point System MPOG Delta House Delta House Concurrent with ArcLight s purchase of 90% of AMID GP and 100% of AMID subordinated units Drop-down of High Point System along with $15MM cash in exchange for $90MM of Series A Preferred Units issued to ArcLight Acquisition of 66.7% interest in offshore crude oil gathering system for $12MM Financed with AMID credit facility Lavaca System Acquisition of Lavaca System for $104MM Financed with public equity offering and Series B Units issued to ArcLight Drop-down of 12.9% interest in Delta House for $162MM Financed with public equity offering and AMID credit facility Drop-down of incremental 1% interest in Delta House for $10MM GoM Assets Acquisition of 49.7% interest in Destin pipeline, 66.7% in Okeanos pipeline, 60% interest in American Panther for Tri-States and Wilprise Acquisition of 16.7% interest in Tri-States pipeline and 25.3% interest in Wilprise pipeline $214MM aggregate purchase price financed with $120MM Series C Preferred Units issued to ArcLight and AMID credit facility Blackwater Terminal Drop-down of 4 marine terminal sites for $64MM Financed with public equity offering, equity issued to ArcLight and AMID credit facility Drop-downs Costar $470MM acquisition of Costar, including assets in East Texas, Permian and Bakken Financed with equity issued to seller, PIPE offering and AMID credit facility Delta House (4Q16) Acquisition of incremental 6.2% interest in Delta House for $49MM Financed with Series D Preferred Units issued to ArcLight and AMID credit facility 3 rd party acquisitions Over $1.1 billion of growth transactions completed at ~8x multiple 12 12

13 Strategic Asset Portfolio

14 AMID s Integrated Gulf of Mexico Platform Integrated midstream platform focused on the Deepwater Gulf of Mexico (Mississippi Canyon, Viosca Knoll and Main Pass) Ability to interconnect with various AMID systems located in the shallow water and Gulf coast regions AMID s pipeline assets cover 10,000 square miles of offshore production, with a focus on the Mississippi Canyon region: Most prolific development area, accounting for 31% of GoM reserves and 31% of GoM production 1 Most active development area, with 8 out of 22 GoM drilling rigs currently operating in the region 2 AMID s integrated offshore assets provide deepwater producers with downstream optionality, with ability to access natural gas processing markets at Destin/Pascagoula (via Destin Pipeline) as well as Venice and Toca (both via High Point) Deepwater Systems Asset Ownership Asset Type Division Delta House 20.1% FPS Offshore Destin 49.7% Gas Pipeline Offshore Okeanos 66.7% Gas Pipeline Offshore Main Pass Oil Gathering 66.7% Oil Pipeline Offshore Shallow Water Systems Asset Ownership Asset Type Division High Point 100.0% Gas Pipeline Transmission Quivira 100.0% Gas Pipeline Onshore G&P American Panther 60.0% Gas / Oil Pipelines Offshore Burns Point 50.0% Processing Plant Onshore G&P Gulf Coast Systems Asset Ownership Asset Type Division Tri-States 16.7% NGL Pipeline Offshore Wilprise 25.3% NGL Pipeline Offshore Chalmette 100.0% Gas Pipeline Transmission Gloria & Lafitte 100.0% Gas Pipeline Onshore G&P 1 Based on reserves as of 12/31/2014 and 2015 production statistics (as reported by the Bureau of Ocean Energy Management). 2 As of 12/1/2016 (as reported by Baker Hughes) 14

15 Gulf of Mexico Development Activity Approximately 40% of active Gulf of Mexico rigs are near AMID s assets in the Mississippi Canyon Companies are citing break-even economics of <$50/Bbl for standalone projects and <$40/Bbl for tie-backs 10 major standalone projects where FID could be taken in the next 12 to 18 months with >4BBoe and 20 potential tie-backs with >2BBoe In 2016, GOM production has risen by 11% y/y to 1.6 MMBbl/d; GOM production rose by 10% in

16 MBbbl/d MMcf/d Delta House Overview Fee-based, semi-submersible floating production system and associated oil and gas export pipelines located in the highly prolific Mississippi Canyon region (MC254) of the deepwater Gulf of Mexico Operated by LLOG, one of the leading producers in the Gulf of Mexico AMID owns a 20.1% interest Nameplate capacity: 80 MBbl/d oil and 200 MMcf/d gas Peak capacity: 100 MBbl/d oil and 240 MMcf/d gas Commenced operations in April th LLOG-operated tie-back completed mid-october Historical Volume Throughput (Gross) 2016, bringing Delta House to peak capacity Additional tie-backs currently being evaluated, which would keep Delta House operating at peak capacity for the foreseeable future Supported by long-term, volumetric-tiered, fee-based tariffs with ship-or-pay components and life-of-lease dedications with investment grade, well positioned counterparties Nameplate capacity (gas): 200 MMcf/d Nameplate capacity (oil): 80 MBbl/d Directly connected to the Destin Pipeline, providing AMID additional fee-based revenue streams - Q Q Q Q Q Q Oct-16 Crude Oil (left axis) Natural Gas (right axis) Note: Q volumes affected by scheduled pipeline maintenance during June (11 days) - Operating at peak capacity and underpinned by some of the leading Gulf of Mexico producers 16

17 thousand mmbtu/d Integrated Deepwater Gulf of Mexico Platform Deepwater Systems AMID Receipt Points Development Activity Asset Ownership Asset Type Mileage Capacity Delta House 20.1% FPS NA 100 MBbl/d / 240 MMcf/d Destin 49.7% Gas Pipeline Bcf/d Okeanos 66.7% Gas Pipeline Bcf/d Main Pass Oil Gathering 66.7% Oil Pipeline MBbl/d Destin Pipeline Recently Completed Platform / Interconnect Operator Block Field Onstream Operator Block DH Delta House LLOG MC 254 A Marmalard 2Q 2015 LLOG MC Pompano Stone Energy VK 989 B Son of Bluto 2 2Q 2015 LLOG MC Gemini Cox Operating VK 900 C Big Bend 4Q 2015 Noble Energy MC Main Pass 281 EnVen Energy MP 281 D Dantzler 4Q 2015 Noble Energy MC Main Pass 283 W & T Offshore MP 283 E Amethyst 4Q 2015 Stone Energy MC 26 6 Horn Mountain Freeport McMoRan 1 MC 127 F Otis 2Q 2016 LLOG MC 79 7 Marlin Freeport McMoRan 1 VK 915 G Odd Job 4Q 2016 Deep Gulf Energy MC 214/215 8 Spirit Fieldwood Energy VK Canyon Station (Transco) Williams Partners MP Viosca Knoll Gathering Genesis Energy MP 260 Okeanos Pipeline Ongoing Platform / Interconnect Operator Block Field Onstream Operator Block 11 Na Kika BP MC 474 H Horn Mountain Deep 2016E Freeport McMoRan 1 MC 126/ Thunder Hawk Noble Energy MC 736 I Thunder Horse South 2017E BP MC 777/ Thunder Horse BP MC 777/778 J Crown and Anchor 2017/18E LLOG VK 959 K Appomattox 2020E Shell MC Acquisition by Anadarko Petroleum pending Historical Natural Gas Volume Throughput 3 2 E DH F A H G 6 7 J B 11 K DH Delta House FPS Destin Pipeline Okeanos Pipeline High Point I D C Q Q Q Oct-16 Third-Party Pipelines Destin (Offshore) Okeanos High Point 17

18 Onshore G&P Overview Business Overview Assets located in some of the most prolific producing basins including the Permian, Cotton Valley / Haynesville, Eagle Ford and Bakken Over 1,565 miles of high- and low-pressure natural gas and crude oil gathering systems 7 processing plants with ~325 MMcf/d of capacity 4 fractionation facilities with 17 MBbl/d of capacity Fleet of 62 crude oil gathering trucks Significant acreage dedications in the Permian, Eagle Ford and Bakken Connectivity to production fields, processing and fractionation facilities and end-users via pipelines, truck and rail Diversified customer base across the value chain Top Onshore G&P Customers G&P NGL Supply Liquid Sales 18

19 Expanding Permian Position Silver Dollar Pipeline ~157-mile, crude oil gathering system with ~130 MBbl/d of throughput capacity and ~140 MBbls of storage capacity Serves production from the Spraberry and Wolfcamp formations in the Midland Basin Anchor producers control ~360,000 net acres and are accelerating drilling and completion activity in 2H 2016 with additional growth potential from nearby producers 3 interconnects to 3 rd party, long-haul pipelines (Plains Spraberry, Occidental Centurion Cline Shale and Magellan Longhorn pipelines) Yellow Rose ~47-mile rich-gas gathering system and 40 MMcf/d cryogenic processing plant located in Martin County, TX Mesquite Contractual agreement with EnLink Midstream Partners for fractionalization and stabilization services at EnLink s Mesquite facility: Rail terminal, 5 MBbl/d condensate stabilization facility and 5 MBbl/d off-spec NGL fractionator Silver Dollar Pipeline Yellow Rose / Mesquite Ability to leverage JPEP s trucking capabilities to drive increased utilization Note: Rig locations as reported by Baker Hughes (as of 12/1/2016) 19

20 East Texas Capturing the Full Value Chain Longview & Chapel Hill XTO Y-Grade Rich & Lean Gas from Local Producers Chapel Hill Gas Processors Truck and rail C3 C4 / C5 Off and Onspec NGLs Residue Gas Condensate Longview Residue Gas Inflow to AMID Gulf South HPL Local Markets Producers Truck and rail B / G Mix Eastman E / P Stabilized Condensates Local Markets Outflow from AMID Mount Belvieu Beaumont Process for over 30 rich and lean gas producers Over 50 truck NGL supply sources Rail terminal commissioned 1Q supply sources to date Key delivery source to Eastman s local ethylene production Eastman will support more C2 production 1 2 rigs planned in area (Cotton Valley / Haynesville Shale) Growth Secure gas processing and control of liquids from new drilling Consolidate Chapel Hill into Longview to increase NGL recoveries Enhance overall C2 recoveries Increase on-spec processing and rail volumes Increase selling prices for C2 to local outlets and for BG Mix into winter gasoline blending market 20

21 MMcf/d Transmission Overview Business Overview Transmission assets supply natural gas to industrial end-users, local distribution companies, municipalities, power plants and other interstate pipelines throughout Alabama, Louisiana, Mississippi and Tennessee FERC-regulated interstate and unregulated intrastate pipelines with 2.5 Bcf/d of capacity 100% fixed-fee revenue with investment-grade counterparties 1.1 Bcf/d contracted under long-term firm transportation agreements with weighted-average remaining life of 3 years TENNESSEE AlaTenn Bamagas Trigas MISSISSIPPI Magnolia ALABAMA Midla Quarterly Average Transmission Throughput LOUISIANA MLGT Chalmette High Point Q15 3Q15 4Q15 1Q16 2Q16 3Q16 Note: Quarterly average transmission throughput excludes Magnolia system 21

22 Terminals Asset Overview Business Overview Strategically located storage terminals in key demand markets, primarily serving local refiners and chemical manufacturers 6.7 MMBbls of above-ground liquids storage capacity across 6 terminal sites Ability to store a wide variety of products including refined products, agricultural products, specialty chemicals and crude oil Terminals accessible by pipeline, ships, barges, railcars and trucks 100% of cash flow is fee-based, primarily under take-or-pay firm storage contracts Additional fee-based cash flow generated via receipt and disbursement throughput and ancillary services such as blending, steam heating, truck weighing, etc. Cushing North Little Rock Caddo Mills Brunswick Westwego Harvey AMID legacy terminals JPEP legacy terminals 22

23 Harvey Organic Growth Project Harvey Terminal Summary Currently 1.1 MMBbls of storage capacity, with a utilization rate of greater than 98% Steady demand for storage capacity in the Port of New Orleans Well-positioned on the Mississippi River to serve a diverse customer base, including local refiners, chemical manufacturers and product distributors Flexibility to store a wide variety of products including distillates, fuel oil, petroleum feedstocks, commodity, agricultural and specialty chemicals Full modal access for ships, barges, railcars and tank trucks to serve both the domestic and import/export markets Expansion Project Management is evaluating the development of 1.35 MMBbls of additional tank storage (8) 100 MBbl tanks (11) 50 MBbl tanks Additional rail capacity and second deep water ship berth that will have a draft of greater than 50 feet Site plan approval received from Jefferson Parish in mid- October 2016 $50 to $60 million capital cost over the next 3 years could bring total site capacity to ~2.5 MMBbls Harvey Terminal 23

24 Financial Strength

25 Conservative Financial Profile Target long-term leverage of 3.5x and liquidity of $250+ million Potential non-core asset sales further enhance liquidity Target ~ x distribution coverage with ~5% distribution growth in 2017 and 2018 Continue to finance growth opportunities with a conservative mix of debt and equity ($ in millions) $250 $200 $150 $100 $50 $0 Adjusted EBITDA 1 Synergies $225 $10 JPEP $50 AMID $113 $66 $77 $47 $165 $34 $32 $32 $46 $66 FY 2013 FY 2014 FY 2015 PF 9/30/16 Net Leverage 2 Liquidity 2 5.0x 4.0x 3.0x 3.1x 4.5x 3.8x 3.5x ($ in millions) $300 $240 $180 $181 $ x $120 $103 $75 1.0x $60 0.0x JPEP AMID Pro Forma Long-Term Target $0 JPEP AMID Pro Forma Long-Term Target 1 Pro forma 9/30/16 EBITDA is AMID LTM 9/30/16 compliance EBITDA plus $11 million adjustment for Delta House acquisition on 10/31/16; JPEP LTM 9/30/16 Adjusted EBITDA; and $10 million in estimated run-rate synergies based on current Management assumptions, which may be materially different than actual results. Compliance EBITDA and Adjusted 25 EBITDA are non-gaap measures. See slides 37 and 37 for a reconciliation to Net Income 2 Net leverage and liquidity as of 9/30/16; long-term target leverage and liquidity are pro forma for the merger 25

26 Financial Strategy Designed for Growth Leverage Liquidity Pro forma for JP Energy merger, additional 6.2% interest in Delta House and Series D preferred issuance, net leverage would be approximately 3.8x Long-term target leverage of 3.5x Pro forma for bond issuance and JP Energy merger, liquidity would be approximately $181 million and long-term target of $250+ million provides flexibility to opportunistically pursue organic growth projects or bolt-on acquisitions with a conservative mix of debt and equity Optionality to divest non-core assets to enhance liquidity and re-deploy into core areas Distribution Coverage 2017E and 2018E target distribution coverage of ~ x ArcLight to provide up to $25 million of merger support to target ~5% DCF per unit accretion in 2017 and 2018 Capital Markets Over $1.1 billion of drop-downs and acquisitions since 2013 at approximately an eight times multiple Increased scale provides access to multiple capital markets options Merger increases trading liquidity and public float that accommodates greater institutional float Strong Support from Strategic Sponsor ArcLight Will own 100% of the GP/IDRs and 49% of the LP units pro forma for the merger Restructured Series A preferred units to reduce minimum annual distribution to LP unit MQD Proven willingness to finance strategic transaction with equity investments, including convertible preferred units with paid-in-kind distribution features 26

27 Demonstrated Support from Strategic Sponsor ArcLight Capital Partners, LLC is a leading energy-focused investment firm formed in person investment team that targets midstream, power and production opportunities with significant current income and meaningful downside protection and substantial growth potential Since inception, ArcLight has invested approximately $17 billion in 101 transactions generating strong realized returns across diverse market cycles The firm has invested over $6.5 billion in 21 deals in the midstream infrastructure sector, including pipelines, storage terminals and gathering / processing systems Select Portfolio Companies AMID Support Pro forma for the merger, ArcLight will own 94% of AMID GP and 50% of AMID LP units Highly supportive of merger with agreement to exchange JPEP LP units at 3.6% premium (vs. 14.5% public premium), provide merger support up to $25 million and reimburse JPEP s transaction and transition costs Restructured Series A Preferred Units to reduce minimum distribution to LP unit MQD ($ per unit) Forgone IDR distributions until AMID returns to LP unit distribution growth $0.5 $1.0 billion M&A pipeline actively supported by ArcLight; inventory of potential drop-down assets, including additional interests in Delta House Previous drop-downs and 3 rd party acquisitions funded with equity issued to ArcLight, including convertible preferred units with the ability to PIK distributions $75 million AMID LP unit repurchase program ($12 million repurchased to date) 27 Note: Logos represent selected current portfolio companies. Not all ArcLight portfolio investments have the characteristics of these listed above. For more information on current and former ArcLight investments, please visit 27

28 Appendix: Partnership Overview

29 Offshore Assets High Point Quivira / Burns Point Destin & Okeanos Delta House Main Pass Oil American Panther (1) Product Gas Gas Gas Oil & Gas Oil Oil & Gas Ownership 100.0% Operator AMID Quivira 100.0% Burns Point 50.0% AMID (Quivira) EPD (Burns Point) Destin 49.7% Okeanos 66.7% Capacity 1.1 Bcf/d 160 MMcf/d 1.2 Bcf/d Location Facilities Key Customers SE Louisiana, Main Pass, Mississippi Canyon, Viosca Knoll, West Delta 800 miles of FERC-regulated & unregulated gathering pipelines Phillips 66, W&T, Energy XXI, Fieldwood, Stone, Cox Operating, Enven, Upstream SE Louisiana 35 miles of gathering pipelines, cryogenic processing plant Contango Oil & Gas, PetroQuest, Cox Operating 20.1% 66.7% 60.0% AMID LLOG Panther Midstream Mississippi, Viosca Knoll, Main Pass, Mississippi Canyon 360 miles of FERC-regulated & unregulated gathering pipelines BP, Exxon, Anadarko, LLOG, Eni, Stone, Shell, FPL, Duke, Chevron 80,000 Bbl/d 200 MMcf/d Mississippi Canyon Semi-submersible floating production system; 60 miles of oil and gas gathering pipelines, 11 wells online with life-of-lease dedication Panther (Oil) AMID (Gas) 160,000 Bbl/d Various Mississippi Canyon, Main Pass, Viosca Knoll 100 miles of oil gathering pipelines SE Louisiana and GOM Shelf 200 miles of oil and gas gathering pipelines AMID operates ~110 miles of natural gas and saltwater pipelines, including HGGS LLOG, Ridgewood, Deep Gulf Anadarko, LLOG, Noble Cox Operating Contract >75% long-term; life-of-lease dedication 90% life-of-lease dedication 90% long-term; life-of-lease dedication 100% long-term; life-of-lease dedication 100% life-of-lease dedication 100% long-term (1) AMID expected to acquire the remaining interest in American Panther in Q and assume operatorship of all assets Delta House Lake Washington South Facility Gate 6 Facility 29

30 Onshore G&P Assets Eagle Ford East Texas Bakken Permian Gulf Coast Product Gas Gas, NGLs, Condensate Oil Gas, NGLs, Condensate Gas, NGLs, Condensate Capacity 220 MMcf/d 70 MMcf/d gas processing, 10 MBbl/d NGL fractionation 40 MBbl/d 40 MMcf/d gas processing, 8 MBbl/d NGL processing 25 MMcf/d gas processing, 2 MBbl/d NGL fractionation Location Lavaca County, TX Gregg, Rusk, Smith Counties, TX McKenzie County, ND Martin, Andrews, Dawson, Gaines Counties, TX Chatom, AL Bazor, MS South LA and MS Facilities 200 mile gathering system, 30,000 HP compression 710 mile low & high pressure gathering system, gas well & oil processing, depropanizer 50 mile gathering system, truck rack, H2S removal, refinery & pipe connectivity 50 mile gathering system, 5,000 HP compression, off-spec NGL processing, pipeline connectivity, H2S treating 100 mile gathering system, sour gas processing, depropanizer and debutanizer, 90 MBbl/d NGL pipeline, 191-mile FERC-regulated NGL pipelines Key Customers Penn Virginia, Devon XTO, Linn, Targa, Eastman Newfield, Trafigura AJAX, Energy Transfer Venture, Enterprise Acreage Dedication 70,000 acres -- 24,000 acres 30,000 acres -- Longview Longview Rail Chatom 30

31 Terminals Asset Overview AMID Quarterly Terminal Utilization JPEP Quarterly Terminal & Storage Throughput 1 MBbls 2,750 2,200 1,650 1, % 89% 88% 84% ,449 1,588 1,589 1,519 94% 95% ,018 2, % 80% 60% 40% 20% Utilization (%) MBbls/d Q15 3Q15 4Q15 1Q16 2Q16 3Q16 0% 0 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 Contracted Capacity Uncontracted Capacity Storage Utilization Harvey Westwego Brunswick Caddo Mills North Little Rock Cushing Location Harvey, LA (Port of New Orleans) Westwego, LA (Port of New Orleans) Brunswick, GA (Port of Brunswick) Caddo Mills, TX (Dallas / Ft. Worth Area) North Little Rock, AR Cushing, OK Product Petroleum / Chemical Chemical / Agricultural Chemical / Agricultural Refined Products Refined Products Crude Oil Current Capacity 1,110 MBbls 1,045 MBbls 221 MBbls 770 MBbls 550 MBbls 3,000 MBbls Facilities 33 above-ground storage tanks 48 above-ground storage tanks 5 above-ground storage tanks 10 above-ground storage tanks 11 above-ground storage tanks 5 above-ground storage tanks Transportation Modes Truck, railcar, water vessel Truck, railcar, water vessel Truck, railcar, water vessel Truck and pipeline Truck, railcar, pipeline Pipeline Key Customers Commodity brokers, refiners and chemical manufacturers Commodity brokers, refiners and chemical manufacturers 1 Includes Caddo Mills and North Little Rock. Does not include Cushing Commodity brokers, refiners and chemical manufacturers Retail fuel distributors, refiners and marketers Retail fuel distributors, refiners and marketers Crude marketer and trader 31

32 Transmission Assets & Organic Growth Projects Location High Point Midla/MLGT AlaTenn/Bamagas/TriGas Magnolia Onshore and Offshore Southeast Louisiana Louisiana and Mississippi North Alabama South Alabama Product Natural gas Natural gas Natural gas Natural gas Capacity 1,120 MMcf/d 518 MMcf/d 710 MMcf/d 120 MMcf/d Facilities 574 miles of FERC-regulated interstate pipelines and nonjurisdictional gathering pipelines that primarily serve Gulf of Mexico producers 432 miles of FERC-regulated interstate and intrastate pipelines that serve various power plants, local distribution companies and industrial end-users 383 miles of FERC-regulated interstate and intrastate pipelines that serve various power plants, local distribution companies and industrial end-users 116 miles of intrastate pipelines that provides FERC jurisdictional interstate service, transports gas from central Alabama to SE markets Key Customers BP, Cox, Fieldwood, Noble, Shell, Stone, W&T Exxon, Entergy, Atmos, Georgia Pacific, Sequent Huntsville, Athens, NAGD, Ascend Chemical, BP, TVA, Calpine, LS Power Tenaska, Interconn, Spotlight, PGP, Infinite, Rainbow, Saga Petroleum Interconnects Leverage existing interconnects with Texas Eastern, Tennessee Gas, Columbia Gas, and Transco to supply cheaper North East natural gas supply to other large long-haul pipelines serving Southeast markets AlaTenn interconnects will increase overall firm transportation agreements by 35% Repurpose Assets Midla-Natchez Lateral FERC approved retirement and replacement of 12, 50-mile Midla pipeline underpinned by multiple long-term firm transportation agreements High Point filed FERC application to repurpose an underutilized gas pipeline and convert to NGL service Note: Chart excludes the Chalmette System, a 39-mile intrastate pipeline with 125 MMcf/d of capacity 32

33 Legal Gulf of Mexico Disclaimer Joint Ventures and Investments Interest Overview Delta House Floating production system located in the Mississippi Canyon region in deepwater Gulf of Mexico; operated by LLOG exploration 10 wells online with life-of-lease dedication for production handling and a fixed fee-based structure on oil and gas export pipelines Nameplate capacity of 80,000 Bbl/d oil and 200 MMcf/d of gas and peak processing capacity of 100,000 Bbl/d oil and 240 MMcf/d of gas Destin FERC-regulated gas pipeline 120-mile offshore portion moves gas from producing platforms, including Delta House to MP260 and continuing to Pascagoula processing plant 135-mile onshore portion transports gas to multiple pipelines and storage facilities in Mississippi Okeanos Gas gathering system that connects multiple producer platforms to MP260 Tri-States and Wilprise FERC-regulated NGL pipelines Tri-States receives gas from three plants and terminates at Kenner Junction, feeding one fractionation facility and two NGL pipelines Tri-States connects to Wilprise pipeline at Kenner Junction and terminates in Sorrento, Louisiana Other Joint venture with Panther of natural gas, oil, and saltwater pipelines; acquired from Chevron AMID to operate ~110 miles of natural gas and saltwater pipelines, including Henry Gas Gathering System Main Pass Oil Gathering Joint venture with Panther Crude gathering system located offshore southeast Louisiana System Interest Held Pipeline (miles) Product Design Capacity Delta House 13.9% Destin 49.7% 255 Natural Gas 1.2 Bcf/d Okeanos 66.7% 100 Natural Gas 1.0 Bcf/d Wilprise 25.3% 30 Liquids 60,000 Bbls/d Tri-States 16.7% 161 Liquids 80,000 Bbls/d Other 60.0% 200 Natural Gas / Saltwater Main Pass Oil Gathering n/a 66.7% 98 Oil 160,000 Bbls/d 33 Delta House Floating Production System

34 Appendix: Non-GAAP Financial Measures

35 This presentation includes forecasted and historical non-gaap financial measures, including Gross Margin, Adjusted EBITDA and Distributable Cash Flow. Each has important limitations as an analytical tool because it excludes some, but not all, items that affect the most directly comparable GAAP financial measures. Management compensates for the limitations of these non-gaap financial measures as analytical tools by reviewing the nearest comparable GAAP financial measures, understanding the differences between the measures and incorporating these data points into management s decision-making process. You should not consider any of gross margin, Adjusted EBITDA or DCF in isolation or as a substitute for or more meaningful than our results as reported under GAAP. Gross margin, Adjusted EBITDA and DCF may be defined differently by other companies in our industry. Our definitions of these non-gaap financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. We define Adjusted EBITDA as net income (loss) attributable to the Partnership, plus interest expense, income tax expense, depreciation, amortization and accretion expense, certain non-cash charges such as non-cash equity compensation expense, unrealized losses on commodity derivative contracts, debt issuance costs, return of capital from unconsolidated affiliates, transaction expenses and selected charges that are unusual or nonrecurring, less interest income, income tax benefit, unrealized gains on commodity derivative contracts, and selected gains that are unusual or nonrecurring. The GAAP measure most directly comparable to our performance measure Adjusted EBITDA is Net income (loss) attributable to the Partnership. DCF is a significant performance metric used by us and by external users of the Partnership's financial statements, such as investors, commercial banks and research analysts, to compare basic cash flows generated by us to the cash distributions we expect to pay the Partnership's unitholders. Using this metric, management and external users of the Partnership's financial statements can compute the coverage ratio of estimated cash flows to planned cash distributions. DCF is also an important financial measure for the Partnership's unitholders since it serves as an indicator of the Partnership's success in providing a cash return on investment. Specifically, this financial measure may indicate to investors whether we are generating cash flow at a level that can sustain or support an increase in the Partnership's quarterly distribution rates. DCF is also a quantitative standard used throughout the investment community with respect to publicly traded partnerships and limited liability companies because the value of a unit of such an entity is generally determined by the unit's yield (which in turn is based on the amount of cash distributions the entity pays to a unitholder). DCF will not reflect changes in working capital balances. We define DCF as Adjusted EBITDA plus interest income, less cash paid for interest expense, normalized maintenance capital expenditures, and dividends related to the Series A and Series C convertible preferred units. The GAAP financial measure most comparable to DCF is Net income (loss) attributable to the Partnership. The GAAP measure most directly comparable to forecasted Adjusted EBITDA and DCF is forecasted net income (loss) attributable to the Partnership. Net income (loss) attributable to the Partnership is forecasted to be approximately $20 million to $25 million in Segment gross margin and gross margin are metrics that we use to evaluate our performance. We define segment gross margin in our Gathering and Processing segment as revenue generated from gathering and processing operations and realized gains or (losses) on commodity derivatives, less the cost of natural gas, crude oil, NGLs and condensate purchased and revenue from construction, operating and maintenance agreements ("COMA"). Revenue includes revenue generated from fixed fees associated with the gathering and treatment of natural gas and crude oil and from the sale of natural gas, crude oil, NGLs and condensate resulting from gathering and processing activities under fixed-margin and percent-of-proceeds arrangements. The cost of natural gas, NGLs and condensate includes volumes of natural gas, NGLs and condensate remitted back to producers pursuant to percent-of-proceeds arrangements and the cost of natural gas purchased for our own account, including pursuant to fixed-margin arrangements. We define segment gross margin in our Transmission segment as revenue generated from firm and interruptible transportation agreements and fixed-margin arrangements, plus other related fees, less the cost of natural gas purchased in connection with fixed-margin arrangements. Substantially all of our gross margin in this segment is fee-based or fixed-margin, with little to no direct commodity price risk. We define segment gross margin in our Terminals segment as revenue generated from fee-based compensation on guaranteed firm storage contracts and throughput fees charged to our customers less direct operating expense which includes direct labor, general materials and supplies and direct overhead. We define gross margin as the sum of our segment gross margin for our Gathering and Processing, Transmission and Terminals segments. The GAAP measure most directly comparable to gross margin is net income (loss) attributable to the Partnership. 35

36 Appendix: Non-GAAP Financial Measures ($ in thousands) Year Ended Nine Months Ended LTM 12/31/2015 9/30/2015 9/30/2016 9/30/2016 Reconciliation of Net income (loss) attributable to the Partnership to Compliance EBITDA: Net income (loss) attributable to the Partnership ($127,480) ($5,899) ($7,051) ($128,632) Add: Depreciation, amortization and accretion expense 38,014 28,099 31,531 41,446 Interest expense 13,631 9,029 16,854 21,456 Debt issuance costs paid 2,238 1,984 3,987 4,241 Unrealized (gain) loss on derivatives, net 71 (523) 1,430 2,024 Non-cash equity compensation expense 3,863 2,891 2,213 3,185 Transaction expenses 1,426 1,368 9,557 9,615 Income tax expense ,301 1,378 Distributions from unconsolidated affiliates 20,568 6,568 62,797 76,797 General Partner contribution for cost reimbursement Loss on impairment of Goodwill 118, ,592 Deduct: AMID Compliance EBITDA Reconciliation Earnings in unconsolidated affiliates 8,201 1,265 29,983 36,919 Construction and operating management agreement income Other post employment benefits plan, net periodic benefit Gain (loss) on sale of assets, net (3,161) (3,160) Adjusted EBITDA $66,311 $45,907 $92,192 $112,596 Material Project Adjustments 10,288 Adjustment for Acquisition TTM EBITDA 30,646 Compliance EBITDA 1 $ 153,530 1 For reporting purposes under our revolving credit facility, we are required to report Adjusted EBITDA as calculated under our revolving credit facility on a last twelve month basis. We refer to this metric as Compliance EBITDA. Compliance EBITDA is defined as Adjusted EBITDA (as defined above) plus annualized cash flow attributable to material projects completed during such twelve-month period and pre-acquisition EBITDA for the last twelve months of acquisitions completed during such period, including $11 million Delta House adjustment for October 2016 acquisition 36 36

37 Appendix: Non-GAAP Financial Measures ($ in thousands) Twelve Months Ended Nine Months Ended LTM 12/31/ /31/ /31/2015 9/30/2015 9/30/2016 9/30/2016 Net Loss ($14,221) ($53,023) ($58,656) ($12,720) ($12,484) ($58,420) Depreciation and amortization 30,987 40,230 46,852 34,055 34,663 47,460 Goodwill impairment , ,896 Interest expense 8,245 8,981 5,375 3,848 5,216 6,743 Loss on extinguishment of debt -- 1, Income tax expense Loss on disposal of assets, net 1,492 1, ,402 2,451 1,958 Unit-based compensation 790 1,658 1, ,393 1,807 Total (gain) loss on commodity derivatives (902) 13,762 3,057 1, ,714 Net cash payments for commodity derivatives settled during the period (209) (1,071) (14,821) (14,400) (1,082) (1,503) Early settlement of commodity derivatives ,745 8, Non-cash inventory costing adjustment Corporate overhead support from general partner ,500 3,000 5,000 7,500 Transaction costs and other 1,286 3,766 1,877 2,930 (412) (1,465) Discontinued operations 3 6,608 14,277 16,160 2, ,609 Adjusted EBITDA $34,284 $31,651 $46,865 $32,700 $36,318 $50,483 1 Due to its non-recurring nature, JPE excluded this transaction in calculating Adjusted EBITDA 2 Represents expenses incurred by JPE that were absorbed by JPE GP and not passed through to JPE 3 In February 2016, JPE completed the sale of its crude oil supply and logistics operations in the Midcontinent region of Oklahoma and Kansas. In June 2014, JPE completed the sale of its crude oil logistics operations in the Bakken region of North Dakota, Montana and Wyoming JPEP Adjusted EBITDA Reconciliation 37 37

38 Additional Information and Where to Find it A portion of this communication relates to a proposed business combination between American Midstream and JP Energy. In connection with the proposed transaction, American Midstream has filed a proxy statement/prospectus and other documents with the Securities and Exchange Commission ( SEC ). WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to unitholders of JP Energy. Investors and security holders will be able to obtain these materials (if and when they are available) free of charge at the SEC s website, In addition, copies of any documents filed with the SEC may be obtained free of charge from American Midstream's investor relations website at Investors and security holders may also read and copy any reports, statements and other information filed by American Midstream with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C Please call the SEC at SEC-0330 or visit the SEC s website for further information on its public reference room. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Participation in the Solicitation of Votes American Midstream and its directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed merger with JP Energy. Information regarding American Midstream s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 7, Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. 38