Inaugural Drop Down Transaction Overview June 21, 2017 - - PowerPoint PPT Presentation

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Inaugural Drop Down Transaction Overview June 21, 2017 - - PowerPoint PPT Presentation

Inaugural Drop Down Transaction Overview June 21, 2017 www.nblmidstream.com Forward Looking Statements and Non-GAAP Measures This presentation contains certain forward -looking statements within the meaning of the federal securities law.


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Inaugural Drop Down

Transaction Overview June 21, 2017

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Forward Looking Statements and Non-GAAP Measures

This presentation contains certain “forward-looking statements” within the meaning of the federal securities law. Words such as “anticipates”, “believes”, “expects”, “intends”, “will”, “should”, “may”, “estimate” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Noble Midstream Partners LP’s (“the Partnership” or “Noble Midstream”) current views about future events. No assurances can be given that the forward-looking statements contained in this presentation will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, without limitation, the ability of Noble Energy, Inc. (“NBL”) to meet its drilling and development plans, changes in general economic conditions, competitive conditions in the Partnership’s industry, actions taken by third-party operators, gatherers, processors and transporters, the demand for crude oil and natural gas gathering and processing services, the Partnership’s ability to successfully implement its business plan, the Partnership’s ability to complete internal growth projects on time and on budget, the price and availability of debt and equity financing, the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels, and other risks inherent in the Partnership’s business, including those described under “Risk Factors” and “Forward-Looking Statements” in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in the other reports the Partnership files with the Securities and Exchange

  • Commission. These reports are also available from the Partnership’s office or website, www.nblmidstream.com. Forward-looking

statements are based on the estimates and opinions of management at the time the statements are made. Noble Midstream does not assume any obligation to update forward-looking statements should circumstances or management's estimates or

  • pinions change.

This presentation also contains certain measures of financial performance that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) that management believes are good tools for internal use and the investment community in evaluating Noble Midstream’s overall financial performance. In this presentation, we refer to certain results as “attributable to the Partnership.” Unless otherwise noted herein, all results included in this release reflect the results of our predecessor for accounting purposes, for periods prior to the closing of our initial public offering (“IPO”) on September 20, 2016, as well as the results of our Partnership, for the period subsequent to the closing of the IPO. We refer to certain results as “attributable to the Partnership,” which excludes the non-controlling interests in the development companies (“DevCos”) retained NBL. We believe the results “attributable to the Partnership” provide the best representation of the ongoing operations from which our unitholders will benefit.

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  • NBLX is acquiring the remaining 20% interest in Colorado River DevCo LP and an additional 15% interest in Blanco River

DevCo LP from NBL

  • $270mm purchased price; expected to close concurrent with PIPE offering
  • $143mm PIPE offering , $25mm placed to NBL, and $102mm borrowings under NBLX’s credit facility
  • Second transaction of the year (Advantage JV); combined financing of the two transactions of ~50% equity / 50% cash and credit facility
  • Attractive purchase price valuation of ~ 8.2x - 9.2x NTM EBITDA1
  • Immediately accretive to distributable cash flow per unit
  • Management has recommended to the Board of Directors a one-time distribution increase of ~8.5% per LP unit in 2Q172
  • ~$180mm pro forma liquidity to fund future midstream development
  • Preserves liquidity to support future growth capex at attractive organic build multiples and other complimentary growth opportunities

Acquisition Summary

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Colorado River DevCo (DJ Basin)

  • Acquiring remaining 20% interest
  • Generated substantially all of the Partnership’s 1Q 2017 Gathering

Revenue

  • Mature but growing cash flows at current activity levels
  • Forecasting 15% growth 2Q vs 1Q 2017 in oil and gas throughput
  • ~125 miles of total gathering pipelines in Wells Ranch and East Pony
  • Wells Ranch facility oil gathering capacity: 45 MBPD

DevCo NBLX Ownership IDP Dedicated Acres (~) Crude Oil Gathering Gas Gathering Prod. Water Gathering Fresh Water Delivery Current Pro Forma Colorado River 80% 100% DJ Basin: Wells Ranch 78k

   

DJ Basin: East Pony 44k

Blanco River 25% 40% Delaware Basin 111k

  

Blanco River DevCo (Delaware Basin)

  • Acquiring additional 15% interest
  • Increases attractive single digit organic build exposure to

Delaware Basin

  • Contributes to Partnership goal of ~50% Permian EBITDA

contribution by 2020

  • 40 - 50% of 2017 Gross Capital Budget
  • ~180 miles total gathering pipelines by 2018
  • Planned facilities oil capacity: 120 MBPD by 2018

1. Includes Non-GAAP measures; see reconciliations to GAAP measures in Appendix. 2. Subject to close of the acquisition and formal approval from Noble Midstream GP LLC Board of Directors at the second quarter board meeting

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Transaction Rationale

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Accretive Transaction Provides Scale and Additional Delaware Basin Exposure

  • Immediately accretive to distributable cash flow per unit
  • Drop down of interest from both Colorado River DevCo and Blanco River Devco provides unique opportunity to

immediately add scale and additional organic build exposure to high growth Delaware Basin at combined 8.2x – 9.2x NTM EBITDA1 multiple

Management has recommended a 2Q ’17 DPU increase of 8.5% above 1Q ’17 of $.4108 per unit2

  • One time distribution step-up
  • To resume 20% long-term distribution per unit (“DPU”) growth objective in 3Q ’172

Preserves Liquidity and Financial Flexibility

  • Supports future growth capital requirements for projects expected to generate attractive organic build multiples
  • Enables NBLX to remain positioned for complimentary growth opportunities

Strong Sponsor Support

  • NBL’s election to take units shows continued commitment
  • Maintains over 50% LP ownership

Recent Well Performance Provides Upside to Outlook

  • Anticipating 15% higher NBLX volume throughput in 2Q 2017 as compared to 1Q 2017 with consistent rig activity

1. Includes Non-GAAP measures; see reconciliations to GAAP measures in Appendix 2. Subject to close of the acquisition and formal approval from Noble Midstream GP LLC Board of Directors at the second quarter board meeting

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NBLX Structure (Pro Forma Drop Down)

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Laramie River Blanco River Green River San Juan River Gunnison River Trinity River Colorado River Controlling Interest Non-Controlling Interest Noble Midstream Services, LLC Public Unitholders (LP) White Cliffs Pipeline L.L.C. ROFR Assets:

  • East Pony Gas Gathering
  • East Pony Gas Processing
  • Eagle Ford Shale Midstream
  • Additional DJ Acreage
  • Additional Delaware Basin Services

Noble Energy NYSE: NBL Noble Midstream Partners LP NYSE: NBLX Noble Midstream GP LLC 50.1% Limited Partner Interest 100% 100% 5% 25% 25% 40% 100% 100% 60% 75% 75% 3.33% Non-Operating Membership Interest 49.9% Limited Partner Interest 100% Non-Economic General Partner Interest 95%

Drop down assets

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1Q 2017 Actuals Prior Guidance (May 1) Revised Guidance 2Q 2017 (E) FY 2017 (E) FY 2017 (E) Financials ($MM) (1) Gross EBITDA $37 $33 – $36 $146 – $162 $155 – $168 Net EBITDA $26 $25 – $28 $110 – $122 $130 – $145 Distributable Cash Flow $24 $22 – $25 $96 – $107 $112 – $125 Distribution Coverage (2) 1.8x 1.6x – 1.8x 1.7x – 1.9x 1.8x – 2.0x Gross Capex (3) $77 $110 – $125 $365 – $405 $365 – $405 Net Capex (3) $60 $65 – $75 $185 – $205 $215 – $235

2017 Guidance Detail

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1. Includes Non-GAAP measures, see reconciliations to GAAP measures in Appendix 2. Estimates include a forecasted DPU annual growth 3. Excludes $66.5 million for Advantage JV acquisition, includes Advantage integration capital, excludes drop down purchase price

  • Proposed acquisition is immediately accretive to distributable cash flow per unit
  • Gross EBITDA increases ~5% at midpoint to prior FY expectations
  • Net EBITDA up ~19% for 2017 due to:
  • ~6-months of contribution from drop down transaction
  • YTD performance and impact to balance of year
  • Distributable Cash Flow increases ~17% at midpoint from prior FY guidance
  • Assuming 8.5% 2Q 2017 distribution increase (vs. 1Q 2017), FY coverage expected at 1.8x – 2.0x

from 1.7x – 1.9x

  • Highlights the accretive nature of the transaction
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www.nblmidstream.com Trinity River* 10% Green River 8% Laramie River 41% 10% 31%

$215 - $235 MM

10% Laramie River 47% Green River 10% Trinity River* 11% 22%

$185 - $205 MM

  • Expected 2017 Net Capital increases

approximately $30MM for acquired DevCo interest adjustments

  • Expected net capital allocation of ~40% to

Delaware Basin post acquisition

  • Blanco River: 31%
  • Trinity River: 10%
  • Colorado River 2017 Capital Projects
  • ~24 miles of gathering lines
  • Wells Ranch produced water expansion
  • Blanco River 2017 Capital Projects
  • 4 central gathering facilities and

infrastructure build out

  • 1st CGF est. to be complete in June 2017
  • 2nd CGF est. to be complete 4Q 2017
  • 3rd and 4th CGF est. to be complete in

1H 2018

Colorado River 6% Laramie River 24% Green River 21% Trinity River* 6% Blanco River 43%

Gross Capital * $365 - $405 MM

2017 Capital Budget

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* Excludes $66.5 million Advantage acquisition, includes capital for Advantage integration, excludes drop down purchase price

Net Capital *

(attributable to the Partnership)

Pre Drop Down Drop Down Adjusted

DevCo Associated with Drop Down

22% Blanco River 31% 10% Colorado River 10%

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2020 Outlook

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2H 2017 - 2020 CAGR(1) Pro Forma Drop Down Net EBITDA > 20%

P

Distributable Cash Flow > 20%

P

Distribution per Unit 20%

P

Coverage (in all years) > 1.3x

P

Leverage (in all years) < 2.5x

P

1. Non-GAAP measures

Growth outlook is reaffirmed following inaugural drop down transaction

  • Maintaining 20% distribution growth forecast through 2020+
  • 8.5% quarterly distribution increase in Q2-17 resets distribution at higher base level

$1.76 $2.11 $2.54 $3.04 $1.81 $2.19 $2.63 $3.16 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 2017 2018 2019 2020 Pre-Drop Updated Guidance

Distribution / L.P. Unit

NOTE: Does not include future potential drop downs

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Consistently Enhancing Top-Tier Growth Outlook

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2017 – 2020 DPU Growth Objective (Sep. 2016) 20% Enhancements Since IPO:

 Fresh Water Delivery Per Well Demand Nearly Triples

Enhanced completions driving increased fresh water demand

 NBL USO Update

Higher activity + increased type curves in both DJ and Delaware

 Advantage Pipeline JV Acquisition

Delaware Basin crude transmission added to portfolio

 Delaware Basin Gas Gathering Dedication

NBL’s legacy 47,000 Delaware Basin acres

 Clayton Williams Gathering Dedication

Oil, gas and produced water gathering on 64,000 Delaware Basin acres

 Record Oil and Gas System Throughput

Enhanced completions driving record May throughput

 Announced Inaugural Drop Down Transaction

Accretive transaction that increases exposure to accelerating Permian activity

Proposed 8.5% 2Q Distribution Increase Above 1Q Distribution

Increases the base distribution for long-term 20% DPU target

2017 – 2020+ DPU Growth Objective (June 2017) 20%

  • Extends 20%

Growth Horizon

  • Durability to

Distribution Through Commodity Cycles

  • Improves

Already Strong Coverage and Leverage Outlook

  • Provides

Financial Flexibility for Complementary Growth Opportunities

  • Sep. ’16
  • Nov. ’16
  • Feb. ’17
  • Apr. ’17
  • Apr. ’17

May ’17 June ‘17

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Appendix

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($ in millions) Status Quo Adj. Pro Forma Cash $ 20 $ 20 NBLX Debt Revolving Credit Facility $ 90 $ 102 $ 192 Capital Lease 4 4 Total Debt $ 94 $ 102 $ 196 Liquidity Revolving Credit Facility $ 350 $ 350 Amount Drawn (90) (102) (192) Cash 20 20 Total Liquidity $ 280 $ 178

Pro Forma Financial Overview

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1. Excludes all transaction fees and expenses 2. Includes Non-GAAP measures; see reconciliations to GAAP measures in Appendix

Drop Down Metrics NBLX – 6/30/2017 (E) Sources and Uses (1) Debt and Liquidity (1) Value NTM EBITDA2 Multiple Purchase Price $ 270 8.2x – 9.2x Sources PIPE Offering Proceeds $ 143 Common Units Issued to NBL 25 Revolver Borrowings 102 Total Sources $ 270 Uses Purchase Price $ 270 Total Uses $ 270

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Delaware Basin

Midstream Services Portfolio

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Dedicated Service DevCo NBLX Ownership IDP Producer Dedicated Acres (~) Crude Oil Gathering Gas Gathering

  • Prod. Water

Gathering Fresh Water Delivery Crude Oil Transmission Colorado River 100% Wells Ranch NBL 78k

   

East Pony 44k

Blanco River 40% Delaware Basin NBL 111k

  

Trinity River 100% Delaware Basin

*

Laramie River 100% Greeley Crescent SRCI 33k

  

NBL 32k

  

Green River 25% Mustang NBL 75k

   

San Juan River 25% East Pony NBL 44k

Gunnison River 5% Bronco NBL 36k

  

Blanco River 40% Interest

DJ Basin

* NBL Legacy Delaware Basin Acres (~47k) Dedicated to Advantage Pipeline JV ; Remaining 64k Acres Dedicated to NBLX

Advantage Pipeline Trinity River 100% Interest

Drop down assets

Colorado River 100% Interest Laramie River 100% Interest Gunnison River 5% Interest Green River 25% Interest San Juan River 25% Interest

EAST PONY MUSTANG BRONCO GREELEY CRESCENT WELLS RANCH

NBL Acreage 3rd Party Acreage NBL ROFR Acreage Existing NBLX Pipelines Planned NBLX Pipelines Central Gathering Facility Oil Treating Facility Integrated Development Plan Areas (“IDPs”)

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EBITDA Reconciliation

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Non-GAAP Financial Measures

This presentation includes EBITDA, Distributable Cash Flow, and Distribution Coverage, all of which are non-GAAP measures that management believes are good tools for internal use and the investment community in evaluating our overall financial performance. The following presents a reconciliation of each of these non-GAAP financial measures to their nearest comparable GAAP measure. We define EBITDA as net income before income taxes, net interest expense, depreciation and amortization. EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

  • ur operating performance as compared to those of other companies in the midstream energy industry, without regard to financing methods, historical cost basis or capital structure;
  • the ability of our assets to generate sufficient cash flow to make distributions to our partners;
  • ur ability to incur and service debt and fund capital expenditures; and
  • the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We define Distributable Cash Flow as EBITDA less estimated maintenance capital expenditures and cash interest expense. Distributable Cash Flow is used by management to evaluate our overall

  • performance. Our partnership agreement requires us to distribute all available cash on a quarterly basis, and Distributable Cash Flow is one of the factors used by the board of directors of our

general partner to help determine the amount of available cash that is available to our unitholders for a given period. We calculate our Distribution Coverage ratio as Distributable Cash Flow for a given quarter divided by the aggregate amount of distributions declared in respect of such quarter. The Distribution Coverage ratio is used by management to illustrate our ability to make our distributions each quarter. We believe that the presentation of EBITDA and Distributable Cash Flow provide information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and Distributable Cash Flow are net income and net cash provided by operating activities. EBITDA and Distributable Cash Flow should not be considered alternatives to net income, net cash provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and Distributable Cash Flow exclude some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, EBITDA and Distributable Cash Flow as presented in the following pages may not be comparable to similarly titled measures of other companies. EBITDA and Distributable Cash Flow should not be considered as alternatives to GAAP measures, such as net income, operating income, cash flow from operating activities, or any other GAAP measure of financial performance.

Revised Guidance 1Q '17 2Q '17 (E) 2017 (E) 2017 (E) Net Income 35 $ $31 - $33 $135 - $147 $145 - $152 Add: Depreciation and Amortization 2 2 - 3 10 - 14 10 - 14 Add: Interest Expense, Net of Amount Capitalized 1 0 - 2 Add: Income Tax Provision

  • EBITDA

37 $ $33 - $36 $146 - $162 $155 - $168 Less: EBITDA Attributable to Noncontrolling Interests 11 8 36 - 40 25 - 23 EBITDA Attributable to NBLX 26 $ $25 - $28 $110 - $122 $130 - $145 Less: Maintenance Capital Expenditures & Cash Interest 2 3 14 - 15 18 - 20 Distributable Cash Flow of NBLX 24 $ $22 - $25 $96 - $107 $112 - $125 Distribution Coverage 1.8x 1.6x - 1.8x 1.7x - 1.9x 1.8x - 2.0x Prior Guidance (May 1)

Attributable to the Partnership Net Income $27.5 - $29.9 Add: Depreciation and Amortization 2 - 3 Add: Interest Expense, Net of Amount Capitalized Add: Income Tax Provision

  • EBITDA

$29.5 - $32.9 Next Twelve Months July 2017 - June 2018

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1001 Noble Energy Way Houston, TX 77070 www.nblmidstream.com

Contact Information

Chris Hickman VP, Investor Relations chris.hickman@nblmidstream.com 281.943.1622