Disclaimer Forward-Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as may, assume, forecast, position, predict, strategy, expect, intend, plan, estimate, anticipate, believe, project, budget, potential, or continue, and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. You are cautioned not to place undue reliance on any forward-looking statements. We caution you that these forward-looking statements are subject to all of the risks and uncertainties incident to our business, most of which are difficult to predict and many of which are beyond our control. We disclose important factors that could cause our actual results to differ materially from our expectations in the Risk Factors set forth in the prospectus dated June 3, 2015 relating to our initial public offering and filed with the Securities and Exchange Commission on June 4, 2015. These risks include, but are not limited to, the inability of our primary customer to meet its drilling and development plan; our ability to successfully implement our business strategy; fluctuations in commodity prices, including realized natural gas, NGLs and oil prices; actions taken by third-party producers, operators, processors and transporters; general economic conditions; credit markets; regulatory changes; the uncertainty inherent in projecting future rates of production, cash flow and access to capital; and others. Should one or more of the risks or uncertainties associated with our midstream business occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this presentation. 2
PTXP Investment Highlights Targeting strong distribution growth Growth Opportunities! Visible and growing backlog of potential projects to serve growing production! ROFO on PennTex Development s 100% equity interest in PennTex Permian Financial Strength and Flexibility! $275MM revolving credit facility Strong Agreements and Contracts Alignment with Growing Anchor Producer Strong Sponsorship Seasoned and Successful Management Team! 15-year exclusivity agreement with Memorial Resource Development Corp. ( MRD ) in north Louisiana! 100% fee-based contracts with minimum volume commitments ( MVCs ) and pipeline reservation fees contributing more than 75% of forecast revenue for the twelve month period ending June 30, 2016! Strategic alignment with MRD! Growing producer in prolific basin with strong basin economics! Natural Gas Partners ( NGP ) is a leading energyfocused private equity firm with over $16.5 billion in energy capital under management and over 50 upstream portfolio companies! Significant experience building, operating and integrating midstream businesses! Successful history of acquiring, growing and financing midstream operations 3
PennTex Overview PennTex Midstream Partners, LLC ( PennTex Development ) 92.5% GP interest 39.4% LP interest PennTex Midstream Partners, LP (NASDAQ: PTXP) ROFO (1) 100% interest PennTex Permian, LLC ( PennTex Permian ) Integrated processing and pipeline complex, primarily serving the Terryville Complex in north Louisiana operated by Memorial Resource Development Corp. (NASDAQ: MRD)! Assets in service: 400 MMcf/d cryogenic processing capacity 35 mile rich natural gas gathering system 15 mile residue natural gas pipeline 40 mile NGL pipeline PennTex Permian is PennTex Development s subsidiary in Reeves County, Texas in the Delaware sub-basin of the Permian Basin! Assets in service: 60 MMcf/d cryogenic processing capacity 82 mile low- and intermediatepressure gas gathering pipelines 24 mile NGL pipeline 1) PTXP has a ROFO on PennTex Development s equity interest in PennTex Permian 4
Focused Execution Formed PennTex North Louisiana and signed joint venture and exclusivity agreement with MRD Began constructing Plant I (200 MMcf/d cryogenic processing plant) PennTex signs deal with MRD to construct Plant II (200 MMcf/d cryogenic processing plant) PennTex begins construction on Plant II PennTex places Plant I into service PennTex closes $225MM IPO of North Louisiana platform (Nasdaq:PTXP) PennTex places Plant II into service PennTex was founded by NGP and management in January 2014 PennTex North Louisiana Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 PennTex Permian Formed PennTex Permian by acquiring a 60 MMcf/d cryogenic processing plant and associated pipelines under construction PennTex Permian cryogenic processing plant placed into service 5
PTXP Asset Overview Phase I Assets (In-Service May 2015) Phase II Assets (In-Service September 2015)! Lincoln Parish Plant: 200 MMcf/d cryogenic processing plant! PennTex Gathering Pipeline: 35 mile rich natural gas gathering system! PennTex Residue Gas Pipeline: 1 mile residue natural gas header! Mt. Olive Plant: 200 MMcf/d cryogenic processing plant! PennTex Residue Gas Extension: 14 mile residue natural gas pipeline! PennTex NGL Pipeline: 40 mile NGL pipeline North Louisiana Area of Exclusivity with MRD Lincoln Parish Plant PennTex Gathering Pipeline PennTex Residue Gas Pipeline PennTex NGL Pipeline Mt. Olive Plant 1) Represents approximately 45,807 gross (45,121 net) acres acquired by MRD in Lincoln and Jackson Parishes in October 2015 6
PTXP Contract Strength Revenue assuming no volume throughput, 100% MVC and demand charge revenue (MMBtu/d) ($MM) On July 1, 2016, MRD s gathering and processing minimum volume commitments increase from 345,000 MMBtu/d to 460,000 MMBtu/d MRD s gathering and processing minimum volume commitments increased from 115,000 MMBtu/d to 345,000 MMBtu/d effective October 1, 2015 (1,2) 1) Full quarter annualized. Total billed revenue assuming no physical volumes are delivered by MRD 2) Total firm revenue includes 460,000 MMBtu/d of gathering demand charge volume 7
PennTex Organizational Structure PennTex Midstream Partners, LLC MRD WHR LA (1) 92.5% Membership 7.5% Membership 100% Membership 100% Membership 26.4% LP (1) PennTex Midstream GP, LLC Non-economic General Partner Public Unitholders 34.2% LP 39.4% LP PennTex Midstream Management Company, LLC PennTex Permian, LLC ROFO Asset PennTex Midstream Partners, LP (NASDAQ: PTXP) $275MM Credit Facility Services and Secondment Agreement 100% Membership Operating Subsidiaries 1) Represents units issued to/ownership by MRD WHR LA Midstream LLC at IPO (giving effect to partial exercise of underwriters overallotment option), which was subsequently distributed to members 8
PTXP Investment Highlights Targeting strong distribution growth Growth Opportunities! Visible and growing backlog of potential projects to serve growing production! ROFO on PennTex Development s 100% equity interest in PennTex Permian Financial Strength and Flexibility! $275MM revolving credit facility Strong Agreements and Contracts Alignment with Growing Anchor Producer Strong Sponsorship Seasoned and Successful Management Team! 15-year exclusivity agreement with Memorial Resource Development Corp. ( MRD ) in north Louisiana! 100% fee-based contracts with minimum volume commitments ( MVCs ) and pipeline reservation fees contributing more than 75% of forecast revenue for the twelve month period ending June 30, 2016! Strategic alignment with MRD! Growing producer in prolific basin with strong basin economics! Natural Gas Partners ( NGP ) is a leading energyfocused private equity firm with over $16.5 billion in energy capital under management and over 50 upstream portfolio companies! Significant experience building, operating and integrating midstream businesses! Successful history of acquiring, growing and financing midstream operations 9