A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the

Transcription

1 A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement 0 for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

2 FORWARD-LOOKING INFORMATION Certain information contained herein may constitute forward-looking statements that involve risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements, including, but not limited to, statements the anticipated benefits of the NuStar Europe acquisition and growth opportunities associated with the NuStar Europe acquisition including, without limitation, NuStar Europe's annual average EBITDA over the next several years, the completion, size, funding and timing of the NuStar Europe acquisition and the completion, size and timing of the offering of common shares. Such statements reflect the current views of Inter Pipeline with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause the results of Inter Pipeline to differ materially from those expressed in the forward-looking statements. Factors that could cause actual results to vary from forward-looking information or may affect the operations, performance, development and results of Inter Pipeline's businesses include, among other things: risks relating to closing of the NuStar Europe acquisition; the potential for undisclosed liabilities associated with the NuStar Europe acquisition and realizing the expected benefits from the NuStar Europe acquisition; risks and assumptions associated with operations, such as Inter Pipeline's ability to successfully implement its strategic initiatives and achieve expected benefits. With respect to the anticipated benefits from the NuStar Europe acquisition and statements with regards to NuStar Europe's annual average EBITDA over the next several years, such factors also include, but are not limited to: synergies may not be realized in the time frame anticipated, the ability to promptly and effectively integrate the businesses, reputational risks, and diversion of management time on acquisition-related matters. Such information, although considered reasonable by Inter Pipeline at the time of preparation, may later prove to be incorrect and actual results may differ materially from those anticipated in the statements made. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements often contain terms such as "may", "will", "should", "anticipate", "expects" and similar expressions. Such risks and uncertainties include, but are not limited to, risks associated with operations, such as loss of markets, regulatory matters, environmental risks, industry competition, potential delays and cost overruns of construction projects, and the ability to access sufficient debt or equity capital from internal and external sources. You can find a discussion of those risks and uncertainties in Inter Pipeline's securities filings at The forward-looking statements contained in this news release are made as of the date of this document, and, except to the extent required by applicable securities laws and regulations, Inter Pipeline assumes no obligation to update or revise forward-looking statements made herein or otherwise, whether as a result of new information, future events, or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary note. NON-GAAP FINANCIAL MEASURES Certain financial measures referred to in this presentation including EBITDA are not measures recognized by Canadian generally accepted accounting principles (GAAP), as outlined in the Chartered Professional Accountant (CPA) Handbook Part I, and used by management to evaluate the performance of Inter Pipeline and its business segments. Since certain non-gaap financial measures may not have a standardized meaning, securities regulations require that non-gaap financial measures are clearly defined, qualified and reconciled with their nearest GAAP measure. See the "Non-GAAP Financial Measures" section in Inter Pipeline's most recently filed management's discussion and analysis available at for further information on the definition, calculation and reconciliation of non-gaap financial measures. 1

3 ACQUISITION SUMMARY IPL is acquiring NuStar Energy L.P. s European bulk liquid storage business (NuStar Europe) for USD$270 million, or ~CAD$354 million Attractive purchase price multiple of ~8.9x expected average annual EBITDA Transaction expected to close in Q4 2018, subject to customary closing conditions Supports IPL s disciplined European bulk liquid storage growth strategy Strengthens Inter Terminals position as a leading independent storage business in Western Europe Materially increases overall storage capacity by ~33% to 37 million barrels Provides meaningful entry into the Amsterdam-Rotterdam-Antwerp (ARA) area IPL has concurrently entered into a CAD$200 million underwritten equity offering Remainder of acquisition to be financed using available capacity under existing CAD$1.5 billion committed credit facility 2

4 ASSET OVERVIEW Existing Inter Terminals NuStar Europe Terminals Seven strategically located coastal terminals in the Netherlands and SWEDEN High-quality, modern asset base of 321 tanks 9.1 million barrels of total capacity Grangemouth Clydebank Belfast IRELAND Runcorn Eastham Amsterdam ENGLAND NETHERLANDS Grays DENMARK GERMANY Positioned to capitalize on long-term regional trade imbalances Amsterdam terminal located in the world s largest gasoline blending hub Capable of handling multiple products and grades: Gasoline blend components, fuel oil, distillates Refined products Chemicals 3

5 STRATEGIC RATIONALE Complimentary to Inter Terminals existing storage business Increases storage capacity by over 85%, establishing Inter Terminals as the largest independent storage operator in the United Kingdom Stable cash flow, historically not materially impacted by backwardated commodity markets Structural storage services that further diversify Inter Terminals and reduce its overall contango exposure High-quality, modern and long-life energy infrastructure assets NuStar Europe primarily composed of inland distribution and blending, which serve a welldiversified customer base Significant increase to Inter Terminals EBITDA Acquired assets expected to generate ~CAD$40 million in average annual EBITDA over the next several years, representing a 52% increase to Inter Terminals EBITDA* Amsterdam and Grays terminal well-positioned to take advantage of IMO** 2020 regulations to reduce sulphur levels in marine bunker fuel Potential to drive future demand for storage, blending and product segregations *Trailing annual EBITDA for the period Q to Q **International Maritime Organization 4

6 COMMERCIAL OVERVIEW Well-diversified customer base with over 35 customers Long-standing relationships with majority of customers Largest customer accounts for less than 20% of total revenue Customers include: Integrated supermajors Multinational chemical suppliers Major petroleum traders Utilization has averaged ~85% over the past three years Amsterdam and Grays terminal ~100% utilized and represent ~70% of historical total EBITDA 5

7 ASSET OVERVIEW Amsterdam Netherlands Eastham Grays 3.8 million barrels 44 tanks in service 1.9 million barrels 126 tanks in service 1.9 million barrels 49 tanks in service Gasoline components Fuel oil Distillates Refined products Chemicals Base oils Refined products 6

8 ASSET OVERVIEW Grangemouth Belfast Clydebank Runcorn 0.7 million barrels 45 tanks in service 0.4 million barrels 41 tanks in service 0.3 million barrels 14 tanks in service 0.1 million barrels 2 tanks in service Refined products Chemicals Refined products Refined products Sulphur 7

9 SUMMARY Transaction further supports IPL s disciplined European growth strategy Materially increases overall storage capacity by ~33% or 9.1 million barrels Complimentary to Inter Terminals existing bulk liquid storage operations Provides meaningful entry into the ARA area High-quality, modern and long-life energy infrastructure assets Stable cash flow that is underpinned by 100% cost-of-service and fee-based contracts Strong utilization, with historically high contract renewal rates 8

10 CONTACT INFORMATION SUITE 3200, 215 2ND STREET SW CALGARY, ALBERTA T2P 1M4 PHONE: 1 (866) PHONE: 1 (403) FAX: 1 (403) WEB: INTERPIPELINE.COM INVESTORRELATIONS@INTERPIPELINE.COM 9