COURSE MASTER LIMITED PARTNERSHIPS (MLPS): GOVERNANCE, FINANCE, TAX ISSUES, FINANCIAL CONSIDERATIONS AND THE IPO PROCESS December 14, 2015 Denver Marriott City Center Denver, CO EUCI is authorized by IACET to offer 0.8 CEUs for the course. EUCI is authorized by CPE to offer 9 credits for this program. 1
OVERVIEW This seminar provides an introduction to Master Limited Partnerships (MLPs). The seminar will explore various aspects of MLPs, including tax issues, financial considerations, how governance of MLPs works, and the process by which MLPs obtain public investors. The goal of the seminar is to provide a working knowledge of MLPs to those who are considering accessing public capital through an MLP structure, those who are considering doing transactions with MLPs, and those who encounter MLPs in the marketplace. WHO SHOULD ATTEND Tax and finance personnel In-house counsel Business development personnel Executives of companies considering investing in an MLP LEARNING OUTCOMES Discuss what MLPs are, why they are important, and how they are used Review tax issues including benefits, drop-downs, remedial allocations and K-1 preparation Identify finance and governance issues such as: Incentive distribution rights, growth with and without a sponsor, separation of general partner, and fiduciary duty issues Discuss the IPO process Address hot topics within MLPs SPEAKERS Mike Bellin, Capital Markets Director, PwC Scott Berdan, Partner, Holland & Hart, LLP Amy Bowler, Partner, Holland & Hart, LLP Adam M. Cohen, Partner, Tax, Holland & Hart, LLP Michael Cormier, Managing Director, Barclays Capital Rick Gross, Barclays Capital Tiffany Kenyon, MarkWest Bill Mathews, VP & General Counsel, American Midstream, LLC John Nesland, Managing Director, UBS Lucy Stark, Partner, Securities, Holland & Hart, LLP 2
AGENDA Monday, December 14, 2015 8:00 8:30 a.m. Registration and Continental Breakfast 8:30 9:15 a.m. Overview What are MLPs? Why are MLPs important? Why are MLPs used? Who owns MLPs? History of MLPs Industries served and common MLP assets Differences between an MLP and other business entities Common MLP features - Adam M. Cohen, Partner, Tax, Holland & Hart, LLP 9:15 10:15 a.m. Tax Issues Taxation benefits Qualifying income (including discussion of tax reform proposals) Tax shield - Adam M. Cohen, Partner, Tax, Holland & Hart, LLP 10:15 10:45 a.m. Morning Break 10:45 a.m. 12:15 p.m. Finance Issues Quarterly distributions of available cash Subordinate units Alternative unit structures Incentive distribution rights IDR resets Need for accretive transactions Growth with and without a sponsor Expected distribution growth rate MLP equity market Market for nontraditional MLPs Variable distribution MLPs C-Corp MLPs Yieldcos Public GP Holdcos Credit ratings - Rick Gross, Barclays Capital - John Nesland, Managing Director, UBS - Lucy Stark, Partner, Securities, Holland & Hart, LLP 12:15 1:15 p.m. Group Luncheon This hands-on course provided a thorough review of the specific topic. General Counsel, Tauber Oil Company 3
AGENDA Monday, December 14, 2015 (Continued) 1:15 2:00 p.m. Governance Issues Structure of the MLP (e.g., limited partnership with operating company and operating subsidiaries) Separation of general partner Employees Conflicts committee Fiduciary duty issues 2:00 2:45 p.m. IPO Process NYSE and NASDAQ rules - Amy Bowler, Partner, Holland & Hart, LLP Assembling the right team Timing Considerations Due diligence Writing the S-1 Crafting the roadshow presentation The Roadshow Managing publicity The registration statement (drafting, timing, and SEC comments) Stock exchange listing; choosing a market maker and transfer agent Marketing and pricing the deal How long does this all take? 2:45 3:15 p.m. Networking Break Public company reporting, disclosure and governance New developments affecting IPOs - Scott Berdan, Partner, Holland & Hart, LLP - Michael Cormier, Managing Director, Barclays Capital - Mike Bellin, Capital Markets Director, PwC 3:15 4:30 p.m. Hot Topics Panel: General and Corporate Counsel Panel and Interactive Group Discussion In this session, we begin by talking with a panel of seasoned MLP counsels to discuss hot topic issues. Attendees with then have the opportunity to ask legal and industry experts specific MLP questions in an open forum setting. Moderator: Lucy Stark, Partner, Securities, Holland & Hart, LLP Panelists: - Bill Mathews, VP & General Counsel, American Midstream, LLC - Tiffany Kenyon, MarkWest 4:30 4:45 p.m. Course Assessment and Adjournment Well organized, carried out. Congratulations. Managing Director, Yorkville Capital Management 4
EVENT LOCATION A room block has been reserved at the Denver Marriott City Center, 1701 California St., Denver, CO 80202, for the nights of December 13-14, 2015. Room rates are $169 for single & double occupancy, plus applicable tax. Call 1-303- 297-1300 for reservations and mention the EUCI course to get the group rate. The cutoff date to receive the group rate is November 29, 2015, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. INSTRUCTIONAL METHODS Case studies and PowerPoint presentations will be used in this program. REQUIREMENTS FOR SUCCESSFUL COMPLETION OF PROGRAM Participants must sign in/out each day and be in attendance for the entirety of the program to be eligible for IACET continuing education credit. IACET CREDITS CPE CREDITS EUCI has been accredited as an Authorized Provider by the International Association for Continuing Education and Training (IACET). In obtaining this accreditation, EUCI has demonstrated that it complies with the ANSI/IACET Standard which is recognized internationally as a standard of good practice. As a result of their Authorized Provider status, EUCI is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standard. EUCI is authorized by IACET to offer 0.8 CEUs for the course. EUCI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org. Upon successful completion of this event, program participants interested in receiving CPE credits will receive a certificate of completion. EUCI is authorized by CPE to offer 9 credits for this program. There is no prerequisite for this course. Program Level: Beginner Delivery Method: Group-Live Advanced Preparation: None PROCEEDINGS The proceedings of the course will be published, and one copy will be distributed to each registrant at the event. 5
Please make checks payable to: PMA" EVENT LOCATION WWW.EUCI.COM P: 303-770-8800 F: 303-741-0849 PLEASE REGISTER THE FOLLOWING A room block has been reserved at the Denver Marriott City Center, 1701 California St., Denver, CO 80202, for the nights of December 13-14, 2015. Room rates are $169 for single & double occupancy, plus applicable tax. Call 1-303-297-1300 for reservations and mention the EUCI course to get the group rate. The cutoff date to receive the group rate is November 29, 2015, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. DISCOUNT FOR ATTENDING BOTH MASTER LIMITED PARTNERSHIPS (MLPS): GOVERNANCE, FINANCE, TAX ISSUES, FINANCIAL CONSIDERATIONS AND THE IPO PROCESS, DECEMBER 14, 2015 AND MASTER LIMITED PARTNERSHIPS (MLPS): YOU RE AN MLP NOW WHAT? MAXIMIZING DATA REPORTING, PROCESS CONTROLS AND ACCOUNTING, DECEMBER 15, 2015: US $2095 EARLY BIRD ON OR BEFORE DECEMBER 4, 2015: US $1895 MASTER LIMITED PARTNERSHIPS (MLPS): GOVERNANCE, FINANCE, TAX ISSUES, COURSE ONLY DECEMBER 14, 2015: US $1095 EARLY BIRD ON OR BEFORE DECEMBER 4, 2015: US $995 EUCI s Energize Weekly e-mail newsletter compiles and reports on the latest news and trends in the energy industry. Newsletter recipients also receive a different, complimentary conference presentation every week on a relevant industry topic. The presentations are selected from a massive library of more than 1,000 current presentations that EUCI has gathered during its 28 years organizing conferences. Sign me up for Energize Weekly. How did you hear about this event? (direct e-mail, colleague, speaker(s), etc.) Print Name Job Title Company What name do you prefer on your name badge? Address City State/Province Zip/Postal Code Country Telephone Email List any dietary or accessibility needs here CREDIT CARD Name on Card Account Number Billing Address Billing City Billing State Billing Zip Code/Postal Code Exp. Date Security Code (last 3 digits on the back of Visa and MC or 4 digits on front of AmEx) OR Enclosed is a check for $ to cover registrations. CANCELLATION POLICY All cancellations received on or before November 13, 2015, will be subject to a US $195 processing fee. Written cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other EUCI event or publication. This credit will be good for six months. In case of event cancellation, EUCI s liability is limited to refund of the event registration fee only. For more information regarding administrative policies, such as complaints and refunds, please contact our offices at (201) 303-770-8800.EUCI 871-0474. reserves the right to alter this program without prior notice. 6