Crestwood Midstream Partners LP RBC Capital Markets 2013 MLP Conference November 21-22, 2013
Crestwood Midstream Partners LPRBC Capital Markets 2013 MLP Conference
November 21-22, 2013
Forward Looking Statements
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The statements in this communication regarding future events, occurrences, circumstances, activities, performance, outcomes and results are forward-looking statements. Although these statements reflect the current views, assumptions and expectations of Crestwood Midstream and Crestwood Equity management, the matters addressed herein are subject to numerous risks and uncertainties which could cause actual activities, performance, outcomes and results to differ materially from those indicated. Such forward-looking statements include, but are not limited to, statements about the future financial and operating results, objectives, expectations and intentions and other statements that are not historical facts. Factors that could result in suchdifferences or otherwise materially affect Crestwood Midstream’s or Crestwood Equity’s financial condition, results of operations and cash flows include, without limitation, the risks that the Crestwood Midstream and Crestwood Equity businesses will not be integrated successfully or may take longer than anticipated; the possibility that expected synergies will not be realized, or will not be realized within the expected timeframe; fluctuations in oil, natural gas and NGL prices; the extent and success of drilling efforts, as well as the extent and quality of natural gas volumes produced within proximity of Crestwood Midstream or Crestwood Equity assets; failure or delays by customers in achieving expected production in their natural gas projects; competitive conditions in the industry and their impact on the ability of Crestwood Midstream or Crestwood Equity to connect natural gas supplies to Crestwood Midstream or Crestwood Equity gathering and processing assets or systems; actions or inactions taken ornon-performance by third parties, including suppliers, contractors, operators, processors, transporters and customers; the ability of Crestwood Midstream or Crestwood Equity to consummate acquisitions, successfully integrate the acquired businesses, realize any cost savings and other synergies from any acquisition; changes in the availability and cost of capital; operatinghazards, natural disasters, weather-related delays, casualty losses and other matters beyond Crestwood Midstream or Crestwood Equity’s control; timely receipt of necessary government approvals and permits, the ability of Crestwood Midstream or Crestwood Equity to control the costs of construction, including costs of materials, labor and right-of-way and other factors that may impact either company’s ability to complete projects within budget and on schedule; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; the effects of existing and future litigation; and risks related to the substantial indebtedness of either company, as well as other factors disclosed in CrestwoodMidstream and Crestwood Equity’s filings with the U.S. Securities and Exchange Commission. You should read filings made by Crestwood Midstream and Crestwood Equity with the U.S. Securities and Exchange Commission, including Annual Reports on Form 10-K for the year ended December 31, 2012 and September 30, 2012, respectively, and the most recent Quarterly Reports and Current Reports, for a more extensive list of factors that could affect results. Crestwood Midstream and Crestwood Equity donot assume any obligation to update these forward-looking statements.
Merger Creates Unique Mid-Cap MLP
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Crestwood Equity Partners LP(NYSE: CEQP)
− $2.7 BB Market Cap− 185.5 MM units outstanding− Owns CMLP GP IDRs and ~4% CMLP
LP interest − NGL logistics and natural gas storage
Crestwood Midstream Partners L.P. (NYSE: CMLP)
− $3.9 BB Market Cap− 186.4 MM units outstanding− Natural gas gathering, processing,
treating and compression− Natural gas storage & transportation − Crude oil gathering, rail terminals and
storage + NGL storage
New Crestwood’s unique structure provides the size and scale of alarge-cap, diversified MLP with the targeted growth potential of a small-cap MLP
First Reserve/Crestwood Holdings
− ~29% LP interest in CEQP− ~11% LP interest in CMLP
Consolidation of Crestwood Holdings and NRGY completed June 19, 2013
Merger of CMLP and NRGM completed Oct 7, 2013 (entities renamed at merger date)
Mid-Cap combined enterprise value of ~$8.5 BB Strong balance sheet: BB Stable / Ba3 Stable
Strategic merits of merger in-tact Diversified US midstream portfolio Complete value chain services
Visible growth profile in premier shale plays $750 MM Arrow/Bakken acquisition closed +$1.1 BB backlog of new organic projects ~$1.4 BB new capital raised since Sept 2013 to
fund Arrow and 2014 capital plan Underlying distribution growth at CMLP to drive long
term growth at CEQP through IDR’s 6% to 10% targeted CMLP distribution growth
Merger creates premier mid-cap MLP with access to the industry’s leading shale plays Over 2 Bcf/d of natural gas and ~ 500,000 Bbls/d of
NGLs and crude oil handled Merger optimization to drive $15 to $20 MM in
annual synergies
Diversified portfolio of midstream assets offers near and long term growth: Gathering & Processing Storage and Transportation NGL and Crude Services
Stable cash flows with ~84% margin from fixed-fee and take or pay type contracts NE Storage & Transportation assets fully
subscribed with firm demand contracts COLT Hub take or pay contracts Marcellus minimum volume commitments
Liquids-focused growth strategy benefits from robust long-term macro fundamentals Bakken, Marcellus, PRB Niobrara, Permian basin
Key Investor Highlights
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Positioning Crestwood for long-term visibility to growth to create unitholder value
Diversified US Midstream Portfolio
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Gathering and Processing
Greenfield Development Projects
Natural Gas Storage Facilities
NGL Facilities
Crude Oil Rail Facility
Existing platform in every premier shale play in North America creates significant opportunity for optimization, organic expansion, and strategic M&A
Asset Summary (1)
Natural Gas 1.3 Bcf/d natural gas transportation capacity 2.1+ Bcf/d gathering capacity 8 natural gas processing plants; 600+ MMcf/d
processing capacity 1,260+ miles of pipeline ~80 Bcf natural gas storage capacityNGL & Crude Oil NGL logistics business including trucks, terminals,
fractionation, NGL storage and marketing 110,000 BPD NGL trucking volumes 300 miles of crude and water gathering pipelines;
125,000 Bbl/d crude oil gathering capacity; 40,000 Bbl/d water gathering capacity
160,000 BPD crude oil rail terminal Crude trucks, rail cars and marketing
(1) Includes announced expansion projects.
High Growth
Core Optimize
Core Stable
Firm Contracts 51%Fixed‐Fee
33%
Un‐Contracted16%
Cash Flow Stability and Visibility Significant diversification provides
greater cash flow stability
Within the core operating segments; 10+ different assets with diversified fundamental growth drivers generating ~$20 MM of EBITDA
No single customer, asset or business unit constituting more than ~15% of total cash flows
Significant gross margin supported by long-term (take or pay and equivalent) contracts
~51% of pro forma consolidated 2013E gross margin guaranteed under firm take-or-pay style contract
~84% margin fixed-fee (no direct commodity price exposure)
No speculative commodity positions
2013E EBITDA Mix
2013E Margin Profile
Gathering & Processing
40%
Storage & Transportation
28%
NGL & Crude Services32%
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Stagecoach
Barnett Rich
Marcellus
Inergy ServicesCOLT
Hub
Barnett Dry
Marc I
Arrow Midstream
Fayetteville
US Salt Other
Linking New Shale Supply to Demand
Nat Gasoline
Iso-ButaneButane
PropaneEthane
Gas Storage
NGLFractionation
NGLStorage & NGL
Pipelines
Crude Gathering, Trucks, Rail & Pipelines
Crude Storage & Terminals
Crude Oil Refining Storage
Barges & Refined
Products Pipelines
Denotes current services offerings and/or operational capacity
Mixed NGL Pipeline &
Trucks
CO2 Treating
Rich Gas Gathering Pipelines
Gas Processing
Dry Gas Gathering Pipelines
Intrastate & Interstate Pipelines
Intrastate & Interstate Pipelines
Serving Blue-Chip Customers Across the Value Chain to Link Fundamental Supply & Demand
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Focus on High Growth assets in 2013/14
Bakken Shale, Marcellus Shale, PRB Niobrara Shale, Permian Basin Bakken assets to become largest margin contributor in 2014 Marcellus assets benefit from another year of strong Antero growth
to become largest margin contributor in 2015 Focused on capital allocation to assets with highest growth rate
NE gas storage and transportation strategically located to benefit from new Marcellus gas supplies and growing NE gas demand
NGL logistics and Crude services assets link new shale supplies to markets; expandable with limited capital investment relative to margin opportunities
Focused on optimization through cross-selling services
Dry gas gathering systems continue to make a meaningful margin contribution waiting on higher gas prices
Stable / mature assets at cyclical bottom with significant upside potential
Focused on cost reduction -- limited allocation of capital
Core Assets –Optimization
Core Assets –Stable
Core Assets –High‐Growth
$1.1 billion backlog of contracted and identified organic projects drive growth; bolt on acquisitions and drop-downs from CEQP to supplement growth when appropriate
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0100,000200,000300,000400,000500,000600,000700,000800,000900,000
1/1/
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10/1
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10/1
/201
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1/1/
2012
4/1/
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10/1
/201
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1/1/
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Core High Growth - Bakken Shale
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Established strategic position in the core of one of the industry’s most prolific liquids-rich and crude oil plays
Original Oil in Place
… Continued Production Growth (Bbls/d)(2)
Expanding footprint in the core of the
Bakken
Positioning Crestwood to be a full value chain midstream services provider for the Bakken Shale COLT Hub Crude Rail Facility - connects
premier East Coast and West Coast refiners with growing Bakken Shale crude supplies
Arrow Crude Gathering System - adds >150,000 acres dedicated with >1,000 total potential drilling locations in the core of the core of the Bakken Shale
Crestwood’s Bakken platform to service ~18% of current
Bakken production
(1) Source: Cawley, Gillespie & Associates.(2) Source: North Dakota Department of Mineral Resources
Attractive Producer Economics Drive…(1)
0%10%20%30%40%50%60%70%80%90%
$20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00
Rate
of R
etur
n -%
Oil Price ($/Bbl)
ROR
Arrow Midstream Acquisition
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$750 MM accretive Arrow Midstream acquisition closed November 8, 2013
Located on the Fort Berthold Reservation Long term gathering contracts with committed
Bakken Shale producers: WPX, QEP, XTO, Halconand Kodiak
460 miles of gathering pipeline systems 150 miles of crude oil gathering lines (125,000
Bbl/d of throughput capacity by 2015) 160 miles of natural gas gathering lines (100
MMcf/d of throughput capacity by 2015) 150 miles of water gathering lines (40,000 Bbl/d of
throughput capacity by 2015) Multiple crude pipeline interconnects (Tesoro,
Hiland and Bakken Link) and natural gas pipeline and processing connect with OneOk
Fully-automated truck loading facilities and crude oil storage capacity at CDP
Substantial gathering system expansion underway Commissioning 5 new compressor stations to
capture flared associated gas in 4Q 2013 9-10 rigs operating in area to drive 2014 volumes
Asset Description Asset Map
Operations: Dunn and McKenzie Counties, ND
Volumes: ~ 50,000 MBbls/d crude oil; ~15 MMcf/dof gas; ~ 8,500 MBbls/d of water
Wells Connected: ~235 wells
COLTConnector
Dry Fork Terminal
COLTTerminal
Tesoro CorporationBelle Fourche Pipeline Co.Enbridge Pipelines North Dakota Inc.
Crude PipelinesBNSF Railroad
Enbridge Pipeline
BNSF Mainline Beaver
Lodge
Synergy Potential
Arrow system is ~ 60 miles southeast of CMLP’s COLT Hub crude rail and pipeline terminal
COLT Hub is North Dakota’s most active crude by rail facility; expansion to be completed in 1Q 2014
160,000 BPD unit train capacity; 1.2 MMBlscrude oil storage; 105,000 BPD pipeline capacity; 95,000 BPD truck rack unloading capacity
130,000 BPD rail loading take or pay contracts with refiners (70% of flow to Pacific NW)
Direct connectivity between Arrow and COLT Hub through Hiland and Tesoro Pipelines
Improves pricing and sales optionality for Arrow producers
Improves access to new wellhead supplies for COLT customers
Integrating the Bakken Footprint
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Arrow’s CDP is a strategic liquidity hub south of the Missouri river, which complements CMLP’s existing COLT Hub
ArrowSystemTesoro
Pipeline
Antero Resources/Crestwood Agreements 20-year, 100% fixed-fee contract with annual
escalators for low pressure natural gas gathering and compression services
~136,000 net acres area of dedication 7 year East AOD minimum volume
commitments underpins Crestwood’s capital outlay; 7 year ROFO on Antero’s Western Area
Antero Resources 2013 Update 15 drilling rigs operating in WV; >$1.2 BB of
D&C capex in WV Marcellus Signed contracts for 1.0 Bcf/d processing and
1.3 Bcf/d pipeline take-away capacity to support WV drilling program
Completed Largest E&P IPO ever in the US markets raising ~$1.6 BB in gross proceeds
Accelerating Antero development plans drive significant Crestwood 2013/14 system growth Exit 2013 at ~ 500 MMcf/d (+25% YTD) Exit 2014 at ~ 750 MMcf/d (+50% YTD)
East AOD
Western Area
Existing pipeline2013 PipelinesPlanned build out 2014-20163rd Party take away
Area of Dedication (AOD)CMM compressor stations3rd Party comp stationsMWE Sherwood Plant
West Union
Core High Growth - Marcellus Shale
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Greenbrier Area
Growing rich gas gathering and compression assets in the core Southwest portion of the Marcellus Growing rich gas gathering and compression assets in the core Southwest portion of the Marcellus
Victoria
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Antero is the Most Active Driller in the Marcellus Shale
> 2,900 well inventory of future Marcellus Shale drilling locations from Antero> 2,900 well inventory of future Marcellus Shale drilling locations from Antero
Source: Antero Resources Company Overview Presentation – September 2013
Marcellus Projects Update Recently completed the Zinnia 20” Trunkline
integrating the Greenbrier Area with the Eastern AOD system
14 laterals under construction or recently completed connecting multiple Antero well pads 2H 2013 to early 1Q 2014 in-service dates
11 new laterals in early planning stages 2H 2014 to early 1Q 2015 in-service dates
Recently completed the West Union Phases 1 & 2 (Western Area) and Morgan Phase 1 (East AOD) Stations adding 184 MMcfd of compression capacity
5 additional compression projects totaling 263 MMcfd under construction and expected to come on line over next 6 months New 120 MMcfd Banner station plus 2 additional
compressor stations on the planning horizon over remaining 18 month Antero development period
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PRB Niobrara Shale 3Q 2013 Acquisitions Add to Rich Gas Growth Potential
CHK/RKI Leasehold
CHK Operated Rigs
Industry Rigs
Non‐Operated Rigs
Jackalope AMI (311,000 acres)
Acquired 50% interest in Jackalope Gas Gathering System (“JGGS”) on 7/19/2013 for ~$108 MM
Rich gas gathering and processing for Chesapeake (CHK), RKI (First Reserve affiliate) and CNOOC on 300,000+ acres
111 miles of pipeline / 15,600 HP of compression; 51 wells currently connected to JGGS system
Initial 120 MMcf/d processing plant in-service 3Q 2014 Acquisition financed by $150 MM preferred equity with
GEFS
Acquired 50% interest in Enserco Crude Oil Rail Terminal (Powder River Basin Industrial Complex) on 9/4/2013 for $22.5 MM
Early stage crude oil rail terminal (similar start up to COLT HUB)
Anchored by long term contract with CHK from JGGS area
Expanding for crude by rail unit-train service to 20,000 BPD in 1Q 2014
Integrated gathering, processing NGL pipeline and rail potential In the Powder River Basin (PRB)
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Jackalope Area (Converse County, WY) Development Activity 9 CHK operated rigs active within Jackalope AMI (deep Niobrara and Turner rich gas targets) 3 RKI operated rigs in Jackalope area (shallow Parkman and Sussex crude oil targets) Substantial CHK/RKI acreage position (~750,000) offers long term growth potential for JGGS and PRBIC ~$480 MM drilling carry from CNOOC drives CHK activity in Jackalope AMI through 2014 ~250 total well connects expected by year-end 2014; ~1,000+ drilling locations (>10 year drilling inventory)
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Niobrara Shale - Strong Producer Economics Accelerates Supply Growth
Source: Tudor Pickering Research
$34 $42 $43 $44 $47 $48 $50 $50 $52 $52 $53 $53 $56 $56 $59 $60 $60 $61 $61 $61 $63 $64
$68 $69 $72 $72 $81
$91
$0$10$20$30$40$50$60$70$80$90
$100
Breakeven Prices to Earn 10% Single Well IRR
Core Optimization - NE Storage & Transportation
(1) Stagecoach and Thomas Corners are 100% contracted based on operational capacity. (2) Steuben facility granted market-based rate structure beginning April 1, 2013.
Storage Contract Profile
Transportation Contract Profile
NE Assets are fully subscribed through March 31, 2014 Significant re-contracting progress made during 3Q 2013:
NE 2014 storage renewal capacity largely re-contracted at existing 18¢/MSQ rates; latest Stagecoach capacity renewed at 25¢/MSQ showing strong NE market demand for multi-turn storage
100 MMcfd of MARC I capacity (originally turned back due to project delays) marketed through end of 1Q 2015 at 12¢/Dthd; Marc I fully subscribed and evaluating an expansion project
Transporation AssetCommodity Transported
Percentage Contractually
CommittedWeighted Avg. Maturity (Year)
North-South Facilities Natural Gas 325.0 MMcf/d 100% 2016MARC I Pipeline Natural Gas 550.0 MMcf/d 100% 2021East Pipeline Natural Gas 30.0 MMcf/d 100% 2021
Transportation Capacity
FacilityCommodity
Stored
Percentage Contractually
CommittedWeighted Avg. Maturity (Year)
Stagecoach (1) Natural Gas 26.3 Bcf 100% 2016Thomas Corners (1) Natural Gas 7.0 Bcf 100% 2015Seneca Lake Natural Gas 1.5 Bcf 100% 2016Steuben (2) Natural Gas 6.2 Bcf 100% 2017
Tres Palacios (3) Natural Gas 38.4 Bcf 64% 2014
Working Storage Capacity
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Core Optimization – Crude Services and NGL Facilities & Logistics
Key NGL Facilities and Assets
Nationwide, Crestwood is handling over 500,000 BPD of NGL’s and Crude Oil through our facilities and transportation assets
~180,000 BPD of NGL’s through NGL facilities and transport assets ~186,000 BPD of NGL’s controlled by Crestwood’s supply and logistics business ~160,000 BPD crude through COLT Hub and Arrow Midstream
Truck & Rail Car Fleet – 500 trailers (450 NGL) and 1,100 rail cars largely servicing the Marcellus and Utica Shale regions
West Coast Assets – 25,000 BPD fractionation, isomerization, storage and terminaling
Bath/NE Storage – 1.7 MMBbl propane and butane storage cavern
South Jersey Terminal – rail to truck serving refiners and blenders in Eastern US markets
Seymour, Indiana – proprietary NGL marketing terminal on Enterprise’s Teppco Pipeline with 500,000 Bbl storage cavern
Refiner Services – includes keep dry agreements, butane blending services, emerging crude marketing business
Producer Services – Exclusive NGL marketer for Williams and Total in Marcellus/Utica region
US Salt – produces ~400,000 tons per year; provides access to growing NE storage cavern space
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Historical Adjusted EBITDA (1)
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$90 $100 $125
$184
$77
$110
$132
$155
$-
$50
$100
$150
$200
$250
$300
$350
2010 2011 2012 3Q 2013Annualized
NRGM CMLP
($MMs)
Positioning CEQP as pure-play GP when timing for drop-downs to CMLP is appropriate
Future growth primarily driven by CMLP IDRs
CMLP
CEQP
Combined Legacy CMLP and Legacy NRGM have generated 103% growth in Adjusted EBITDA since 2010
$750 MM Arrow acquisition completed in 4Q 2013 at 10-10.5x multiple will drive significant EBITDA growth in 2014
$1.1 BB backlog of contracted and identified organic capital opportunities drive significant growth going forward
Larger post merger balance sheet and improving credit metrics allows for consideration of larger acquisitions
(1) Adjusted EBITDA for Legacy CMLP and Legacy NRGM based on public filings. The quarter ending December 31, 2013, will mark the first quarter end following completion of the Crestwood / Inergy Merger, which closed on October 7, 2013, and as such, will be the first quarter in which CMLP will report fully consolidated results.
Past Performance Drives Growth Expectations
Merger creates premier mid-cap MLP with access to the industry’s leading shale plays Over 2 Bcf/d of natural gas and ~ 500,000 Bbls/d of
NGL’s and crude oil handled Merger optimization to drive $15 to $20 MM in
annual synergies
Diversified portfolio of midstream assets offers near and long term growth: Gathering & Processing Storage and Transportation NGL and Crude Services
Stable cash flows with ~85% margin from fixed-fee and take or pay type contracts NE Storage & Transportation assets fully
subscribed with firm demand contracts COLT Hub take or pay contracts Marcellus minimum volume commitments
Liquids-focused growth strategy benefits from robust long-term macro fundamentals Bakken, Marcellus, PRB Niobrara, Permian basin
Key Investor Highlights
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Positioning Crestwood for long-term visibility to growth to create unitholder value
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Appendix
Legacy Crestwood Midstream Partners LP Non-GAAP Reconciliations
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Legacy Crestwood Midstream Partners LP defines Adjusted EBITDA as net income adjusted for depreciation, amortization and accretion expense, interest expense, and expenses related to certain significant items, including but not limited to items such as gains/losses on property, plant and equipment and significant transaction related expenses. Adjusted EBITDA is commonly used as a supplemental financial measure by senior management and by external users of our financial statements, such as investors, research analysts and rating agencies, to assess the financial performance of our assets without regard to financing methods, capital structures or historical cost basis.
Three MonthsYear Ended December 31, Ended
2010 2011 2012 9/30/2013(in MMs) (audited) (audited) (audited) (unaudited)
Net income 34.9$ 45.0$ 38.9$ 6.3$ Depreciation and amortization 22.4 33.8 51.9 14.5
Interest expense, net 13.5 27.6 35.8 11.7 Income tax expense (benefit) (0.6) 1.3 1.2 0.3
EBITDA 70.2$ 107.7$ 127.8$ 32.8$ Loss from unconsolidate affiliate - - - 0.4
EBITDA from unconsolidated affiliate - - - 0.6
Gain from property, plant and equipment - (1.1) - (4.4)
Goodwill impairment - - - 4.1 Expenses associated with significant items 6.3 3.4 4.7 5.2
Adjusted EBITDA 76.5$ 110.0$ 132.5$ 38.7$
Legacy Inergy Midstream, L.P. Non-GAAP Reconciliations
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Legacy Inergy Midstream, L.P. defines Adjusted EBITDA as net income adjusted for depreciation and amortization expense, interest expense and certain significant expenses, including but not limited to items such as long-term incentive and equity compensation expense, gains/losses on disposal of assets, reimbursement of certain costs by Crestwood Equity Partners LP (formerly Inergy, L.P.) and transaction related expenses. Adjusted EBITDA is commonly used as a supplemental financial measure by senior management and by external users of our financial statements, such as investors, research analysts and rating agencies, to assess the financial performance of our assets without regard to financing methods, capital structures or historical cost basis.
(1) On May 14, 2012, Legacy NRGM acquired 100% of the membership interests in US Salt from Crestwood Equity Partners LP, formerly Inergy, L.P. (“US Salt Acquisition”). The US Salt Acquisition is reflected in Legacy NRGM’s consolidated financial statements based on the historical values, and periods prior to the acquisition have been retrospectively adjusted to include the historical balances of US Salt. This accounting treatment is required as the transaction is amongst entities under common control.
Three MonthsFYE Sept. 30 Ended
2010(1) 2011(1) 2012 9/30/2013(in MMs) (audited) (audited) (audited) (unaudited)
Net income 43.2$ 53.5$ 65.7$ (1.0)$ Depreciation and amortization 42.4 43.9 50.5 25.2
Income tax expense - - - 0.1 Interest expense, net - - 1.8 8.5
EBITDA 85.6$ 97.4$ 118.0$ 32.8$ Long-term incentive and equity compensation expense 3.5 1.8 6.5 4.1
Loss on disposal of assets 0.9 - - -
Reimbursement of certain costs Crestwood Equity Partners - - - 5.5 Transaction costs 0.2 0.4 0.7 3.5
Adjusted EBITDA 90.2$ 99.6$ 125.2$ 45.9$