May 2016 - Tidewater Midstream and Infrastructure Ltd.
Transcription
May 2016 - Tidewater Midstream and Infrastructure Ltd.
May 2016 Forward Looking Information Advisory In the interests of providing Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation”) shareholders and potential investors with information regarding Tidewater, including management’s assessment of future plans and operations relating to the Corporation, this document contains certain statements and information that are forward-looking statements or information within the meaning of applicable securities legislation, and which are collectively referred to herein as “forwardlooking statements”. Forward-looking statements in this document include, but are not limited to statements and tables (collectively “statements”) with respect to: the strategic acquisition and concurrent equity financing; subsequent acquisitions and strategies for acquisitions, capital projects and expenditures; strategic initiatives; anticipated producer activity and industry trends; and anticipated performance. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, as well as known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur and which may cause Tidewater’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by the forward-looking statements. These assumptions, risks and uncertainties include, among other things: receipt of third party, regulatory and governmental approvals and consents in respect of the strategic acquisition and concurrent equity financing; completion of the strategic acquisition and concurrent equity financing; Tidewater’s ability to successfully implement strategic initiatives and whether such initiatives yield the expected benefits; future operating results; fluctuations in the supply and demand for natural gas, NGLs, and iso-octane; assumptions regarding commodity prices; activities of producers, competitors and others; the weather; assumptions around construction schedules and costs, including the availability and cost of materials and service providers; fluctuations in currency and interest rates; credit risks; marketing margins; potential disruption or unexpected technical difficulties in developing new facilities or projects; unexpected cost increases or technical difficulties in constructing or modifying processing facilities; Tidewater’s ability to generate sufficient cash flow from operations to meet its current and future obligations; its ability to access external sources of debt and equity capital; changes in laws or regulations or the interpretations of such laws or regulations; political and economic conditions; and other risks and uncertainties described from time to time in the reports and filings made with securities regulatory authorities by Tidewater. Readers are cautioned that the foregoing list of important factors is not exhaustive. The forward-looking statements contained in this document are made as of the date of this document or the dates specifically referenced herein. For additional information please refer to Tidewater’s public filings available on SEDAR at www.sedar.com. All forward-looking statements contained in this document are expressly qualified by this cautionary statement. Any financial outlook or future-oriented financial information, as defined by applicable securities legislation, has been approved by management of Tidewater as of March 25, 2016. Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management's current expectations and goals relating to the future of Tidewater. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Non-GAAP Financial Measures: This presentation refers to “EBITDA” and “cash available for distribution” (CAFD), which do not have any standardized meaning prescribed by generally accepted accounting principles in Canada (“GAAP”). We define EBITDA as means earnings before interest, taxes, depreciation and amortization. We define “cash available for distribution” (CAFD) as the amount of cash generated from operations, before changes in working capital and after deducting sustaining capital expenditures, scheduled principal repayments of debt and distributions to non-controlling interests. 2 Tidewater Is A Newly Formed, High Growth Midstream Company… NGL Connectivity Strategy 1 Acquire Strategic Contracted Infrastructure 2 Connect to Existing Infrastructure Key NGL/gas infrastructure and gas plants with proximity to multiple transportation options, coupled with take-or-pay and/or reserve dedication agreements Any and all acquisitions and organic opportunities which enable Tidewater to own more of the value chain from well head to end market and/or tidewater Ability to increase third party throughput and/or improve liquids capture / pricing of NGLs for all related parties 3 Optimize Through Organic Investments 4 Enhance Logistics Network Various logistics infrastructure including rail, pipelines and trucking 5 Market Access Infrastructure Various port and pipeline infrastructure to get us to export markets 3 ... That Currently Provides a Low-Risk Attractive Investment Opportunity Attractive Investment Opportunity 1 Very Conservative Capital Structure Maintaining a low-risk and highly flexible capital structure Pro forma AltaGas acquisition and March equity financing results in zero debt with ~$25 million cash on hand 2 Underlying Stable Cash Flow Producing Infrastructure Assets Protection obtained from vendors, contracts, competitive positioning to ensure go forward cash flow Asset vendors committed to forward 12 month cash flow minimums including reserve dedications and processing agreements ranging from 2 to 10 years Taking advantage of ongoing pipeline of acquisition and organic growth opportunities to increase per share value via creativity of management team Currently trading at an overly large discount to the comparables given more conservative capital structure and more easily achieved relative growth rates Once in a career opportunities to acquire toptier midstream assets in strategic locations at discounted valuations. Ongoing review of new opportunities to further enhance the NGL Connectivity Strategy, with ability to finance via available free cash flow, credit capacity and access to capital markets 3 Growing EBITDA, CFPS and Share Value 4 Relatively Undervalued versus Comparable Companies Poised for Continued Low-Risk Growth in Opportunity Rich Environment 5 1 Late 2016 run-rate EBITDA and CFPS includes organic improvements of existing facilities. Since the April 2015 IPO EBITDA increased from zero to expected pro forma late 2016E run-rate of ~$501 million Tidewater has zero leverage vs. comparable average of 4.6x, payout ratio of <30% vs. average of 75%, and a EV/EBITDA multiple of 8.0x vs. average of 13.3x New opportunities being brought regularly to Tidewater’s creative and experienced management team Executed on seven acquisitions in eight months 4 Commitment to the NGL Value Chain And Execution of Business Plan Tidewater will aggressively grow its NGL business through both organic opportunities as well as acquisitions P P P P Closed initial public offering April 2015 Closed acquisition of initial 185 MMcf/day deep cut gas plant within liquids rich fairway in addition to $210 million equity financing July 2015 Extend largest take or pay contract and work to diversify customer base Announced acquisition of 2nd gas plant and new core area in one of the most active liquids rich regions in Western Canada Announced acquisition of 3rd operated gas plant (100% WI) in additional to propane retail acquisition and 5 year supply deal with vendor of gas plant. $70 million credit facility finalized P P November 2015 Announced acquisition of 3 operated deep-cut gas /extraction plants (100% WI) with total processing capacity of 142 MMcf/day in addition to 250km of pipelines and key infrastructure at Fort Saskatchewan January 2016 Announced agreement to acquire 100% of AltaGas’ working interest in select Deep Basin gas processing facilities and related infrastructure for cash and 43.7 MM shares of TWM stock February 2016 In Progress November 2015 Install truck racks at BRC to obtain better pricing for producers NGLs and commence NGL Marketing Operations P In Progress October 2015 P P September 2015 Closed $80.5 million equity financing, which included a fully exercised over-allotment option NGL Export Terminal Expand NGL infrastructure, related network and new downstream markets for NGLs. Continue to offer producers improved pricing for their NGLs and related netbacks March 2016 T+12 months Ongoing 5 Tidewater Summary Track Record of Success Proven team can leverage upstream and downstream relationships and partner with producers to share upside with NGL pricing while securing take-or-pay or reserve dedication volume contracts Former Predator Midstream management and board of directors (sold to Secure Energy Services in Aug 2014 for ~$107 MM) and generated 20 fold returns in both Predator Midstream Ltd. and Predator Oil Ltd. High Growth, Pure Play NGL Infrastructure Business Pursuing Canadian natural gas liquids (“NGLs”) market opportunities through the acquisition and optimization of strategic midstream, pipeline, storage, rail, downstream, and export assets Capitalizing on Management’s strong producer and downstream market access relationships, Tidewater can guarantee producers improved pricing for their NGLs Seven acquisitions announced/completed in eight months and continue to see once in a generation opportunity to purchase key midstream assets in strategic locations EBITDA increased from zero at IPO to late 2016E run-rate of ~$50 million1 via multiple gas plants, pipe gathering systems and pipe and rail takeaway capacity Buildout of Deep Basin NGL, gas processing and natural gas network continues in one of the most active areas in North America January acquisition provides the potential for immediate takeaway and egress for natural gas producers and will form the backbone of Tidewater’s natural gas and NGL network 1 142 MMcf/day of 100% owned deep cut processing capacity with 250km of pipelines and key infrastructure in the Edmonton area at < 5% of replacement value Strategic partnership with AltaGas announced in February adds 8 key processing facilities within the Deep Basin and enables Tidewater to continue to build out it’s NGL and natural gas network Tidewater has acquired a network of > 15 gas processing plants, 2500 kilometers of pipelines in an attempt to provide an NGL/natural gas network which can guarantee producers better pricing for their NGLs and natural gas egress options > 400 MMcf/day of processing capacity and > 2000 kms of pipelines Continue to See Significant Acquisition and Organic Growth Opportunities and Synergies with Acquired Assets Late 2016E run-rate EBITDA includes organic improvements of existing facilities. 6 Board & Management Has A Strong Track Record Energetic and motivated team, which has previously achieved 20 fold returns in prior companies; most recently, Predator Midstream Ltd. (crude-by-rail) and Predator Oil Ltd. (upstream oil)1 Team Member Position Background Joel MacLeod, CA Chairman, President & CEO Founding CEO of Predator Oil Ltd., Founding CEO and majority shareholder of Predator Midstream Ltd., Former CFO SkyWest Energy Corp., PrimeWest Energy Trust/TAQA Toby McKenna VP, Business Development & Commercial VP Business Development Predator Oil Ltd., VP Natural Gas Trading Castelton Commodities Canada, Co-Founder Louis Dreyfus Energy Canada Joel Vorra, CA CFO Former Controller Predator Midstream Ltd., former CFO Predator Oil Ltd., Collins Barrow Calgary LLP Jarvis Williams VP, Logistics and Midstream Operations Former VP Logistics and Midstream Operations of Predator Midstream Ltd., VP Predator Oil Ltd., Skywest Energy Corp/Marquee Energy, Primewest Energy Trust/TAQA Jeff Ketch VP, Field Operations Former VP Operations Predator Midstream Ltd., VP Operations Predator Oil Ltd., Equal Energy Ltd., 20+ years field operations Greg MacDonald, P. Eng VP, Engineering Former VP Engineering Predator Midstream Ltd., President & COO Predator Oil Ltd., Molopo Energy, Compton Petroleum Reed McDonnell VP, Acquisitions & Joint Venture Former Senior Business Analyst Predator Midstream Ltd., Predator Oil Ltd., Cormark Securities Inc., Wellington West Capital Markets Brent Booth VP, NGL Marketing Former NGL Trader / Manager, Ethane and Natural Gas and Risk Management Groups at Plains Midstream Canada, PricewaterhouseCoopers LLP Former CFO of Abu Dhabi National Energy Company PJSC (“TAQA”), where he oversaw oil and gas and infrastructure assets with a value of greater than $30 billion. Prior to TAQA, Mr. Fraser was the CFO of PrimeWest Energy Trust at the time of its acquisition by TAQA for approximately $5 billion in cash. Also, formerly CFO of Husky Energy Inc. and held senior roles at Petro-Canada and Imperial Oil Limited Partner DLA Piper (Canada) LLP, current Corporate Secretary Predator Oil Ltd., former Corporate Secretary Predator Midstream Ltd. VP Drilling & Completions Tangle Creek Energy, current Board Member Predator Oil Ltd., former Board Member Predator Midstream Ltd., former VP Operations SkyWest Energy Corp and former Manager, Drilling & Completions at Berens Energy Ltd. Former Executive Vice President, Strategy and Corporate Development at AltaGas and has over 30 years of experience in energy, power, infrastructure, utility and legal businesses Doug Fraser, CA Director Trevor WongChor, LLB Director Steve Holyoake, P.Eng Director David R. Wright Director 7 1 Past successes are not necessarily indicative of future performance. Adding Value Through All Parts of the Value Chain Tidewater Owned Future Potential Third-Party 8 Tidewater Facilities and Connectivity 9 Strategic Acquisition of Core Deep Basin Natural Gas Gathering and Processing Network Tidewater closed an agreement to acquire 100% of AltaGas’ working interests in select Deep Basin and central Alberta gas processing facilities and related infrastructure (the “Acquisition” or the “Assets”), which includes a pipeline network of > 2,000 km and > 400 MMcf/day of processing capacity The purchase was funded through a combination of Tidewater common shares and availability under Tidewater’s existing credit facility Concurrently, Tidewater has entered into a strategic partnership with AltaGas for potential subsequent contributions of assets to Tidewater The Assets are forecast to generate EBITDA of $14.4 MM in 2016 with ~50% of 2016E volumes generated from take-or-pay or reserve dedication contracts The Acquisition is expected to be immediately accretive to cash available for distribution by ~11% in 2016 Tidewater expects to undertake initiatives such as adding truck racks, NGL marketing and building out producer relationships to significantly increase accretion in 2017E and beyond with small capital additions Core Facility Overview Map of Assets The Acquisition is heavily concentrated in the Deep Basin and includes facilities at Marlboro/Edson, Alder Flats, Sylvan Lake, Gilby, Windfall/Kaybob, Bonnie Glenn, Malmo and Manola (the “Core Facilities”) The Core Facilities generated ~77% of 2015 total EBITDA The Core Facilities are contiguous to the BRC, which complements Tidewater’s existing natural gas network 10 Core Facilities Experience Resilient Drilling Activity and Sustained Throughput The Deep Basin is one of the most economic plays in the Western Canadian Sedimentary Basin, with drilling activity continuing through the commodity price downturn 15 producers have released >2,000 rigs in the Deep Basin between 2014 and 2015 The Deep Basin is a multi-zone producing region and continued drilling activity will allow Tidewater to increase throughput and utilization rates at the Core Facilities The most active drillers in the Deep Basin include Peyto, Tourmaline, Bonavista, CNRL and Bellatrix Select Deep Basin Rig Releases1 (2014-2015) Peyto 297 Tourmaline 271 Bonavista 202 CNRL 147 Bellatrix 145 Penn West 133 ConocoPhillips 124 Shell 110 Repsol 109 Paramount 1 100 ARC 90 Encana 87 Vermilion 63 Bonterra 63 Whitecap 63 Source: GEOscout. Deep Basin Drilling Activity 11 AltaGas Acquisition Holds Diverse Customer Base The Asset’s customer list exceeds 60 producers Provides reduced customer concentration risk on variable volumes 3 of the top 10 producers utilizing the Core Facilities are under take-or-pay contracts and 6 are under reserve dedication contracts Top 10 Producers Utilizing the Core Facilities Core Facility Throughput1 (Mcf/d) Producer #1 17,404 Rig Releases (20142015) Take-orPay Reserve Dedication EV2 (C$B) Net Debt / 2016E Cash Flow3 (x) 2016E Production3 (boe/d) 191 $2 4.3x 70,000 Investment Grade Producer #2 8,645 127 $80 5.0x 1,530,000 Producer #3 8,617 146 $1 10.3x 38,000 Producer #4 8,586 24 $1 nmf 23,000 52 $28 7.2x 89,000 Producer #5 2,597 Producer #6 1,585 63 $1 4.2x 12,500 Producer #7 1,213 49 $0.5 1.1x 9,300 Producer #8 896 62 $20 2.6x 330,000 Producer #9 752 53 $1 1.1x 18,000 $4 nmf 42,500 Producer #10 1 2 3 152 Figures based on the month of November 2015. As at May 5, 2016. Street Research consensus estimates. 37 12 Acquired Pipeline Network adds to Tidewater’s Core Deep Basin Operations The Acquisition adds >2,000 kms of operational pipelines and 400 MMcf/day or processing capacity Further build out of Tidewater’s natural gas and NGL network offers egress and take away for producers. Further enhances Tidewater’s ability to guarantee producers improved pricing for their NGLs The Acquisition includes significant pipeline connectivity in the Deep Basin, complementing existing BRC framework 1 Tidewater Deep Basin Pipeline Network1 Tidewater will be able to achieve greater NGL marketing optionality, benefitting Tidewater and producers Source: GEOscout. 13 January Acquisition Forming Backbone of Tidewater NGL and Natural Gas Network On January 4, Tidewater announced the acquisition of three 100% owned and operated gas/natural gas liquids extraction facilities with deep cut processing capacity of 142 MMcf/day in addition to 250 km of pipelines and key infrastructure at Fort Saskatchewan Acquisition provides the potential for immediate takeaway and egress for natural gas producers and will form the backbone of Tidewater’s natural gas and NGL network Acquired at or near bottom of market at a price equal to 3.5% or approximate replacement value of key infrastructure at approximately $200 million Large upside in connecting existing Tidewater infrastructure to newly acquired infrastructure around Edmonton With recovery in liquids prices and Tidewater’s ability to market spec product, significant upside in asset Key infrastructure and right of ways including land and rail access at Fort Saskatchewan 14 Production in Area of Oct. 15th Acquisition Continues to Grow From Diverse Producer Group Production still growing in depressed pricing environment, indicating strong play economics Area production dominated by Encana (ECA), with other producers such as Birchcliff (BIR), Advantage (AAV) and ARC Resources (ARX) experiencing high growth Producers pushing development north into liquids-rich window due to superior economics of liquids vs gas ~8% production growth year-to-date from the Montney1 Peace River Area Production Profile – Top 15 Producers2 2,000 1,800 Daily Production (MMcf/d) 1,600 1,400 1,200 1,000 800 600 400 200 Jan-10 Jan-11 ECA COP Direct Energy Jan-12 BIR MUR WCP Source: GEOscout as at March 18, 2016. 1 2016 year-to-date average production over 2014-2015 average production. 2 “Area” defined as 10 x 10 township area centered around facilities. Jan-13 AAV Exshaw Oil SGY Jan-14 ARX TAQA Insignia Jan-15 Jan-16 CNQ KEL POU 15 Overview of Original July 2015 Strategic Acquisition of a Deep Cut Gas Processing Facility In July 2015, Tidewater closed the acquisition of a 63% operated working interest in a deep cut gas processing facility (BRC) in the West Pembina region of Alberta, including related pipelines for $180 MM The West Pembina region is a prolific producing multi-zone area of the Deep Basin Though gas production in the area has historically come primarily from the Cardium, yearover-year growth of 11% has largely come from Mannville plays such as the Spirit River (Notikewin, Fahler and Wilrich) and the Lower Mannville (Ellerslie) Acquisition Overview 185 MMcf/d gas processing facility and ownership and/or access to 400 kilometers of associated gathering pipeline One of the largest processing facilities in the Pembina area with current throughput of ~140 MMcf/d (100% from third party producer customers post acquisition) EBITDA of ~C$28 MM1 with enhancement potential through optimization and growth Acquisition at 6.5x EBITDA based on ~C$28 MM1 of EBITDA 70% of facility EBITDA contracted under takeor-pay contracts ranging from 3 to 10 years backed by credible counterparties / producers Acquisition Location Edmonton Calgary “Deep-cut” gas processing capability for both sweet and sour throughput, enabling producers to realize a higher margin on their production via NGL extraction Medicine Hat Lethbridge 1 EBITDA before G&A. 16 Production in Area of Original Acquisition Continues to Grow From Diverse Producer Group Liquids rich gas production by large producers driving strong demand for deep cut facilities 15+ producers have active production in the area No single producer dominance West Pembina Area Production Profile – Top 15 Producers1 1,200 Daily Production (MMcf/d) 1,000 800 600 400 200 Jan-10 Jan-11 COP TOU HSE Jan-12 BXE VET BTE Source: GEOscout as at March 18, 2016. 1 “Area” defined as 10 x 10 township area centered around facilities. Jan-13 TAQA APA Velvet Jan-14 Direct Energy Sinopec LTS Jan-15 Jan-16 PWT Westbrick PMT 17 Positioned for Organic Growth Outperformance Balance sheet is well positioned to execute on un-risked organic growth opportunities Potential to add significant shareholder value over the next 2 years … While maintaining a low risk capital structure with minimal debt Organic EBITDA Growth $120 Year End EBITDA Incremental EBITDA Growth Range $100 Upper Range Cumulative Capex Lower Range Cumulative Capex $23.5 – $36.0 C$ Millions $80 $0.5 - $1.0 $8.0 - $10.0 $60 $50.0 $15.0 – $25.0 $50.0 $40 $20 $0 Exit 2016E Run-Rate EBITDA Frac / Rail Facility / Spec Propane AECO / Alliance Infrastructure / at Select Existing TWM Facilities Pipelines / NGL Terminals Reactivate Fort Sask. Extraction Incremental Organic 2017E - 2018E Plant EBITDA Growth 18 Tidewater Relative Performance Tidewater Relative Performance1 (Share Price Performance Since Inception) Tidewater 120% S&P / TSX Composite 100% TSX Energy CDN Midstream Index(2) 80% US MLP Midstream Index(3) 60% 39% Return (%) 40% TWM IPO @ $1.00/Sh. 20% 0% (20%) (11%) (21%) (25%) (40%) (41%) (60%) (80%) Apr-15 1 2 3 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16 Source: Bloomberg as at May 5, 2016. CDN Midstream Index includes Enbridge Income Fund, Pembina, Inter Pipeline, AltaGas, Keyera, and Veresen. US MLP Midstream Index includes EnLink Midstream Partners, Crestwood Equity Partners, DCP Midstream Partners, American Midstream Partners, Enbridge Energy Partners, and Energy Transfer Partners. May-16 19 Tidewater Midstream Trading Comparables Tidewater’s EV/EBITDA multiple of 8.0x trades at a large discount to its peer average of 13.3x EV/EBITDA Tidewater Midstream Trading Comparables Share Pric e 1 Market Cap Enterprise V alue 2,3 EV / EBITDA 2016E' 4 Dividend Y ield Net Debt / 2016E EBITDA 4 Debt / Total Cap ($ /Sh.) ($ M M ) ($ M M ) (x) (%) (%) (x) (%) Enbridge Income Fund Holdings Inc. $28.29 $22,663 $37,544 14.1x 74% 6.6% 5.6x 82% Baa2 Pembina Pipeline Corporation $37.82 $14,517 $18,347 14.9x 82% 5.1% 3.1x 23% BBB Inter Pipeline Ltd. $25.39 $8,546 $13,674 13.5x 74% 6.1% 5.1x 60% BBB+ AltaGas Ltd. $29.56 $4,333 $9,210 13.2x 68% 6.7% 7.0x 50% BBB Keyera Corp. $38.57 $6,623 $8,240 12.3x 51% 3.9% 2.4x 54% n.a. Veresen Inc. $8.86 $2,649 $4,353 11.8x 99% 11.3% 4.6x 30% BBB Mean 13.3x 75% 6.6% 4.6x 50% Median 13.4x 74% 6.4% 4.8x 52% 8.0x 27% 2.9% n.a. n.a. Company Tidew ater Midstream $1.39 $396 $371 '16E Payout Ratio 4 Credit Rating n.a. Tidewater is trading at a large discount to comparables despite a more conservative capital structure Source: Company reports and Bloomberg. Estimates based on consensus equity research. 1 As at May 5, 2016. 2 Includes options and warrants using the Treasury Method. 3 EV includes non-recourse debt and preferred shares. 4 Based on consensus equity research estimates. TWM value calculated using Exit 2016E Run-Rate EBITDA of $50 MM. 20 Tidewater Corporate Profile Stock Symbol TSXV: TWM Common Shares Outstanding ~285 million Insider Ownership (Fully Diluted) Market Capitalization1 Positive Working Capital incl. Cash Enterprise Value Total Midstream Processing Capacity (gross/net) and Length of Pipelines (gross/net) Replacement Value of Midstream Assets Annual Dividend Current Yield1 1 As at May 5, 2016. ~5.0% $396 million $25 million $371 million ~1 Bcf/day / ~600 MMcf/day ~2,900 km / ~1,900 km > $1 billion $0.04/sh. ~2.9% 21