An In-Depth Introduction to

course An In-Depth Introduction to Master Limited Partnerships Hotel ICON 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 program provides a comprehensive overview of Master Limited Partnerships (MLPs). Various aspects of MLPs will be explored, including tax issues, financial considerations, how governance of MLPs works and the process by which MLPs obtain public investors. The goal of the program 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 Tax and finance personnel Executives of companies considering in investing in an MLP Petroleum accountants Auditing and consulting firms Learning Outcomes Discuss the history of MLPs and why they are important Review industries served and common MLP assets Distinguish between an MLP and other business entities 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 2

Agenda Thursday, 8:00 8:30 a.m. registration and Continental Breakfast 8:30 8:45 a.m. Welcome and Introduction 8:45 9:45 a.m. overview: Background and Context History What are MLPs? Why are MLPs important? Who owns MLPs? Industries served and common MLP assets Differences between MLPs and other business assets Common MLP features Quarterly distributions of available cash Minimum quarterly distributions Subordinated units Incentive distribution rights IDR resets 9:45 10:00 a.m. Morning Break 10:00 11:00 a.m overview: Structural Matters, Business Processes and Maxmizing Automation Structural Matters o The business relationship between the General Partner (GP) and the MLP o The impact of the business relationship on the financial reporting structure o Will the GP own and/or operate a portion of the MLP assets? o Is the business activity of the MLP dependent on related business activities of the GP? o How interdependent is the accounting system between the GP and MLP? How are People Preparing For and Integrating Asset Drops From the GP Into Their Accounting Practices? (Business Processes) o unique challenges in executing an asset drop from an accounting perspective o Who are the decision makers driving the drop process and timing the transaction? o How do decisions get pushed out to your department and then how does the planning and eventual integration materialize? o Planning tools and structures Maximizing Automation o utilizing spreadsheets and their functionalities o Other system generated opportunities to consider 11:00 11:30 a.m. Integration Issues 11:30 a.m. 12:30 p.m. group Luncheon 3

Agenda Thursday, (CONTINUED) 12:30 2:00 p.m. Tax Issues Taxation benefits Qualifying income Tax Shield Drop-downs o Qualified debt o Debt-financed distributions o Cap-ex reimbursements Remedial allocations & 743 adjustments K-1 preparation Variable distribution MLPs C-Corp MLPs Public GP Holdcos 2:00 2:15 p.m. Afternoon Break 2:15 3:15 p.m. Finance Issues Need for accretive transactions Growth with and without a sponsor (dropdown, organic growth, acquisitions) Expected distribution growth rate Debt/equity ratio and debt structures MLP equity market Market for nontraditional MLPs Credit ratings Current trends (variable distribution MLPs) 3:15 4:15 p.m. Banking Panel Discussion: Corporate vs. MLP Road show issues Pricing Distributions 4:15 5:15 p.m. IPO Executive Panel Discussion 5:15 5:30 p.m. Assessment and Closing Discussion 4

speakers Seenu Akunuri / Valuation Principal / PricewaterhouseCoopers Seenu is a principal in PwC s Transaction Services Valuation practice and has more than 16 years of experience in the valuation of businesses in a variety of industries. He currently leads PwC s US Energy and Mining Valuation practice from Houston, Texas. Seenu has consulted with clients on complex valuation issues for structuring, buy-side, sell-side, U.S. and international tax purposes (IRC Section 338 and 1060) and financial reporting purposes, including purchase price allocations, goodwill and intangible asset impairments (ASC 805, ASC 350, ASC 360). He also has extensive experience in performing valuations of businesses, legal entities, intangible assets, and financial instruments. Seenu is a contributing author to the valuation chapter of Professional Development Institute and PwC s Petroleum Accounting textbook. He also co-authored a thought leadership article for the Oil and Gas Journal in 2009 related to the implementation and impact of the new accounting rules on the energy industry. Seenu has also published articles on various valuation topics, most recently on valuation issues on U.S. shale gas acquisitions. Seenu was a director in Standard & Poor s Corporate Value Consulting before rejoining PwC in October 2005. Seenu holds an MBA with a concentration in Finance and Accounting from Tulane University and is an Accredited Senior Appraiser. Robert Baldwin / National MLP Tax Partner / PricewaterhouseCoopers Rob Baldwin joined PwC as a tax partner in the MLP practice in 2007. Since joining PwC, Rob has assisted MLPs with modeling and structuring the impacts of mergers, acquisitions and dispositions, as well as tax shield calculations, partnership agreement interpretations, technical termination analysis, basis adjustment calculations, Section 704(c) remedial income allocations and compliance reporting to various federal and state governmental agencies. Prior to joining PwC, Rob served as the Vice President of Tax at Kinder Morgan Inc., the genral partner of Kinder Morgan Energy Partners, one of the largest MLPs. Rob was responsible for tax due diligence functions including strategy and structure identification and implementation for domestic and international acquisitions/dispositions. His responsibilities also included the management of corporate and partnership federal, state and international planning, compliance and examinations. Scott Dillow / National MLP Tax Partner / PricewaterhouseCoopers Scott is a Tax Partner in PwC s National Master Limited Partnership ( MLP ) practice in Dallas, where he focuses exclusively on issues facing publicly traded partnerships ( PTPs ). Scott has significant experience in capital transactions, including asset acquisitions and public offerings. Scott works with partnerships seeking access to public capital markets to identify issues and structure transactions appropriately. In this capacity, Scott provides clients with insight into the economic and tax costs of public transactions and planning for future compliance obligations. Prior to joining the MLP Practice, Scott was a Director in the Mergers & Acquisitions group of PwC s Washington National Tax Services ( WNTS ) office. In that role, Scott consulted on various partnership issues including capital transactions, acquisition integration, partnership allocations, debt workouts, and equity compensation structuring. Scott began his career in PwC s Houston office working in the Energy & Utilities sector. In Houston, Scott advised clients across a wide spectrum of the energy industry, including Fortune 500 companies, privately held organizations, private equity firms, mining entities, exploration and production ( upstream ) ventures, transportation ( midstream ) partnerships, and refining ( downstream ) operations. Scott is a Certified Public Accountant licensed in Texas and the District of Columbia, and a member of the AICPA. 5

speakers Joe Dunleavy / Capital Markets and Accounting Advisory Partner / PricewaterhouseCoopers Joe Dunleavy is an assurance partner, who has worked on the audit engagements of energy companies for over 18 years. During the course of his career, Joe spent approximately five years in Moscow, Russia, assisting Russian energy companies convert their local GAAP financial statements to International Accounting Standards in order to assist these clients to access International capital markets. After his tour in Russia, Joe was selected for a two-year tour in the US National Professional Services Group of PwC. During his tour, Joe assisted numerous energy clients with their periodic SEC reporting and provided guidance on SEC reporting and accounting issues. Joe has assisted various audit engagement teams as a revenue recognition subject matter specialist. Joe has instructed various IFRS training courses in the US and overseas and currently is at the forefront of PwC s US Energy IFRS conversion efforts. Kasey Dunn / Tax Partner / PricewaterhouseCoopers Dunn has worked with large multinational companies providing domestic and international tax consulting services for more than 13 years. As a member of PwC s Energy sector, she advises oil and gas, pipeline transportation and drilling companies. Dunn is a Certified Public Accountant in the state of Texas. She received both Bachelor s and Master s degrees from the University of Texas - Austin. Joe Nuzzolo / Managing Director / PricewaterhouseCoopers Joe Nuzzolo is a Managing Director in the PwC Capital Markets Advisors group and has over twelve years of experience in global investment banking, corporate finance, and capital markets. He works on a broad range of corporate finance, capital structure, capital markets, and valuation advisory assignments. Joe joined PwC in 2013 from Lazard Frères & Co. LLC, where he played an instrumental role in building Lazard s global Corporate Finance & Capital Markets Advisory practice. While at Lazard, he provided clients with independent and objective advice on a broad range of corporate finance and capital markets topics. Prior to Lazard, Joe was a Director in the Corporate Finance Group in Investment Banking at Merrill Lynch. While at Merrill Lynch, he advised clients on capital structure and corporate finance issues, executed financings, and developed value-enhancing structures for M&A and capital markets transactions. Previously, Joe has held positions in M&A and investment banking at Merrill Lynch and JPMorgan. Joe has a MBA in Finance from MIT Sloan School of Management, a M.S. in Chemical Engineering from University of California, Los Angeles, and a B.S. in Chemical Engineering from Tufts University. 6

speakers Barrett Shipman / Partner, Mergers and Acquisitions / PricewaterhouseCoopers Shipman has more than 15 years of transaction consulting experience in merger integration, divestitures, M&A process improvement, and large-scale corporate change. Shipman is a Chartered Financial Analyst and has served clients in the technology, life sciences, consumer products, entertainment and media, financial services, healthcare, and hospitality sectors. Mark Smith / Partner, Advisory Practice / PricewaterhouseCoopers Mr. Smith is an energy industry professional with over 25 years of industry and consulting experience across the entire energy value chain. Expertise in: oil, gas and power markets; commodity trading; supply and distribution operations; risk management; trading & risk management systems; regulatory compliance; commercial optimization; refinery operations; operations planning; marketing and pricing. EVENT LOCATION A room block has been reserved at the Hotel ICON, 220 Main, 77002, for the nights of September 17-18, 2014. Room rates are $179 for single & double occupancy, plus applicable tax. Call 1-713-224-4266 for reservations and mention the EUCI course to get the group rate. The cutoff date to receive the group rate is August 17, 2014, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. 7

Instructional Methods Case studies, PowerPoint presentations and classroom discussions will be used in this seminar. 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 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. CPE Credits 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 course. 8

EVENT LOCATION please register the following A room block has been reserved at the Hotel ICON, 220 Main, 77002, for the nights of September 17-18, 2014. Room rates are $179 for single & double occupancy, plus applicable tax. Call 1-713-224-4266 for reservations and mention the EUCI course to get the group rate. The cutoff date to receive the group rate is August 17, 2014, 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 An In-Depth Introduction to Master Limited Partnerships, And A Master Limited Partnership: Reporting, Process Controls and Accounting, September 19, 2014: US $1895 Early bird on or before September 5, 2014: US $1695 EUCI s E An In-Depth Introduction to Master Limited Partnerships course only : US $995 Early bird on or before September 5, 2014: US $895 EUCI has gathered during its 26 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 August 15, 2014, 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 303-770-8800.EUCI (201) 871-0474. reserves the right to alter this program without prior notice. 9