Tallgrass Investor Presentation July 2018 Cautionary Statements - - PowerPoint PPT Presentation
Tallgrass Investor Presentation July 2018 Cautionary Statements - - PowerPoint PPT Presentation
Tallgrass Investor Presentation July 2018 Cautionary Statements This presentation contains forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts.
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Cautionary Statements
This presentation contains forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results or the ability to generate revenues, income or cash flow or to make distributions or pay dividends are forward- looking statements. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations of Tallgrass Energy, LP or Rockies Express Pipeline LLC and their respective affiliates may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond Tallgrass Energy, LP’s and Rockies Express Pipeline LLC’s ability to control or predict and are necessarily based upon various assumptions involving judgements with respect to the future. Forward-looking statements contained in this presentation specifically include, without limitation, statements regarding the expected benefits of the simplification transactions, the feasibility, cost, execution and in-service timing of capital and other growth projects at Rockies Express Pipeline LLC and Tallgrass Energy, LP, and their respective affiliates, including, without limitation, the Cheyenne Connector pipeline, the Cheyenne Hub enhancements, the Iron Horse pipeline, the Grasslands and Guernsey Terminals, additional gathering pipeline and compression in the PRB, and additional pipeline and water disposal facilities in the Bakken, DJ and PRB, the components of the Tallgrass Energy EBITDA by Asset in 2020, and the 2020 contracted EBITDA at Rockies Express Pipeline LLC. These statements also include, among others, Tallgrass Energy, LP’s and Rockies Express Pipeline LLC’s respective ability to complete and integrate acquisitions, implement their respective business plans and complete internal growth projects; changes in general economic conditions; competitive conditions; actions taken by third-party operators, processors and transporters; demand for natural gas transportation, storage and processing services and crude oil transportation services; price and availability of debt and equity financing; availability and price of natural gas and crude oil compared to alternative fuels; energy efficiency and technology trends; operating hazards and other risks incidental to the business; natural disasters, weather-related delays and casualty losses; interest rates; labor relations; customer defaults; changes in tax status; effects of existing and future laws and governmental regulations; effects of future litigation; and other uncertainties. There is no assurance that any of the actions, events or results of the forward-looking statements will occur, or if any of them do, what impact they will have on our results of operations or financial condition. Because of these uncertainties, you are cautioned not to put undue reliance
- n any forward-looking statement.
This presentation does not constitute an offer to sell any securities of Tallgrass Energy, LP or its respective affiliates or a solicitation of an
- ffer to buy any securities of Tallgrass Energy, LP or its respective affiliates.
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Non-GAAP Measures
Adjusted EBITDA (“EBITDA”) and Distributable Cash Flow (“DCF”) are non-GAAP supplemental financial measures that management and external users of our consolidated financial statements and financial statements of our subsidiaries and unconsolidated investments, such as industry analysts, investors, lenders and rating agencies, may use to assess:
- Our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical
cost basis or, in the case of EBITDA, financing methods;
- The ability of our assets to generate sufficient cash flow to make distributions to our shareholders;
- Our 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 expansion and growth
- pportunities.
Management believes that the presentation of EBITDA and DCF in these materials provides useful information to investors in assessing our financial condition and results of operations. EBITDA and DCF should not be considered alternatives to net income, operating income, net cash provided by
- perating activities or any other measure of financial performance or liquidity presented in accordance with GAAP, nor should EBITDA and DCF be
considered alternatives to available cash or other definitions in Tallgrass Energy, LP’s partnership agreement. EBITDA and DCF have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. Additionally, because EBITDA and DCF may be defined differently by other companies in our industry, our definition of EBITDA and DCF may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. We generally define EBITDA as net income excluding the impact of interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments. We also use DCF, which we generally define as EBITDA, plus deficiency payments received from or utilized by our customers, less cash interest costs, maintenance capital expenditures, distributions to noncontrolling interests in excess of earnings allocated to noncontrolling interests, and certain cash reserves permitted by our partnership agreement, to analyze our performance. For a reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, please see EBITDA and DCF Reconciliations in the appendix. Tallgrass Energy is unable to project future net cash provided by operating activities or net income attributable to partners to provide the related reconciliation of projected EBITDA to the most comparable financial measures calculated in accordance with GAAP, because the impact of changes in operating assets and liabilities and the volume and timing of deficiency payments received and utilized from our customers are out of our control and cannot be reasonably predicted. Tallgrass Energy provides ranges or approximations for future estimates of EBITDA to allow for the variability in the timing of cash receipts and disbursements, customer utilization of our assets, and the impact on the related reconciling items, many of which interplay with each other. Therefore, the reconciliation of future EBITDA to projected net cash provided by operating activities and net income attributable to partners is not available without unreasonable effort.
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Tallgrass Energy Presenters
Gary J. Brauchle
Executive Vice President, Chief Financial Officer
David G. Dehaemers, Jr.
President, Chief Executive Officer, Director 20+ years of industry experience Involved in >$14.0 billion of midstream M&A transactions Executive Vice President of Corporate Development at Inergy, LP from 2003 to 2007 Vice President of Corporate Development at Kinder Morgan from 2000 to 2003 Chief Financial Officer of Kinder Morgan from 1997 to 2000 JD – University of Missouri-Kansas City; CPA; BBA – Creighton University 20+ years of industry experience Served in various capacities with McDermott International, Inc. from 2003 to 2012, most recently as Vice President and Chief Accounting Officer PricewaterhouseCoopers’ energy and utilities audit practice from 1997 to 2003 CPA; MS, Accounting – Texas A&M University; BBA, Accounting – Texas A&M University
Nathan S. Lien
Vice President, Treasurer & Investor Relations ~6 years of industry experience Served in various capacities within banking from 2004 – 2012, most recently as Chief Financial Officer BA, Management – University of Northern Iowa
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Agenda
I. Tallgrass Energy Overview II. Major Commercial and Financial Updates III. Appendix a) Segment and Asset Overview b) EBITDA & DCF Reconciliations
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Tallgrass Energy Overview
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Tallgrass Energy Overview
Natural Gas Transportation 58% Crude Oil Transportation 32% G&P and Terminalling 10% 2017 TEP EBITDA Breakdown
Consolidated Footprint
(1) REX leases capacity on Overthrust Pipeline, which is owned by Dominion and consists of 255 miles of pipeline. (2) Tallgrass Terminals owns a ~60% interest in a joint venture, which owns an oil terminal facility in Cushing, OK. (3) Tallgrass Terminals owns a 51% interest in a joint venture, which owns an oil terminal facility in Pawnee, CO.
Other 1% Commodity Exposed 1% Volumetric Fee 3% Firm Fee 95%
- 3 FERC-regulated natural gas transportation & storage systems totaling
>6,800 miles of pipe
- REX Pipeline: ~4.4 Bcf/d long haul capacity
- TIGT and Trailblazer: ~2.0 Bcf/d of transportation and ~16 Bcf/d of storage
design capacity
- 769-mile FERC-regulated crude oil pipeline system with ~320,000 bbl/d of
design capacity
- Gathering and Processing: ~1,500 miles of natural gas gathering and ~190
MMcf/d of processing capacity
- Water services: Fresh water transportation, recycling, and/or salt water
gathering and disposal systems across 5 active basins
- Terminalling: 5 terminals serving the Pony Express Crude Oil System
Represents % of PF Q1 2018 Consolidated EBITDA by segment
(2) (3) (1)
(75% Ownership)
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Key Investment Highlights
Tallgrass Energy is a core midstream infrastructure company with a solid platform providing a unique combination of both stability and growth Simple organizational structure, taxed as a C-corp Stable cash flows, backed by long-term, fee based, firm commitments
1 2
History of investment in high return midstream infrastructure projects
3
Conservative financial profile
4
1 public company with no IDR burden 1099 instead of K-1 98% of TEP’s 2017 EBITDA was fee based 95% was from firm fee commitments Over $3bn invested in core midstream assets from 2013-2017 at an average multiple of 5.8x Additional ~$630mm of projects completed or under construction in 2018(1)
(1) Projects under construction expect to have capital spend in 2018 and 2019. See page 16 for details. (2) TEP as of Q1 2018. (3) PF Q1 2018 consolidated figure.
Debt / EBITDA of 3.1x(2) Dividend coverage ratio of 1.21x(3)
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Simplified Tallgrass Structure
End of Year 2017
Management, EMG and Kelso TEGP Public Investors Tallgrass Energy GP, LP (NYSE: TEGP) Tallgrass Equity, LLC (“Tallgrass Equity”) Tallgrass Energy Partners, LP (NYSE: TEP) Operating Subsidiaries TEP Public Investors
~58.1mm Class A Shares (~37% interest) ~99.2mm Class B Shares (~63% non-economic interest) ~99.2mm units (~63% economic interest) ~20mm LP Units (~27% LP interest), ~1.1% GP interest, IDRs ~47.6mm LP Units (~65% LP interest) ~58.1mm units (~37% economic interest)
Pony
~5.6mm LP Units (~8% LP interest)
2%
Current
Management, EMG and Kelso Tallgrass Equity, LLC (“Tallgrass Equity”) Operating Subsidiaries
~125.3mm Class B Shares (~45% non-economic interest) ~125.3mm units (~45% economic interest) ~154.9mm units (~55% economic interest)
TGE Public Investors
~154.9mm Class A Shares (~55% interest)
Tallgrass Energy Partners, LP
100% interest
Tallgrass Energy, LP (NYSE: TGE) Tallgrass Energy has reduced complexity, eliminated IDRs and fully aligned investors’ interests
Tallgrass Development, LP (“TDEV”) REX
25.01%
(1) (1) As of July 2, 2018
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Benefits of Simplification
Tallgrass Energy has moved from 2 public companies to 1 Full alignment among all equity owners 1099 Dividends (expect less than 10% taxable)
Reduced Complexity Increased Alignment Reduced Cost
- f Capital
Increased Equity Market Depth
Elimination of IDRs provides immediate cost of capital improvement, enhancing the ability to grow through large projects and/or acquisitions Increased scale and reduced complexity could potentially improve Tallgrass’s credit rating, which would reduce cost of debt (recent positive watch from S&P) No cash federal taxes expected at TGE for at least 10 years TGE is a partnership taxed as a C-corp (1099 instead of K1) Larger pro forma market capitalization has increased liquidity and will likely appeal to a broader group of investors Will make future equity raises (if any) more efficient and cost effective
Simplified structure better positions Tallgrass Energy for long-term success
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Illustration of Cost of Capital Improvement
Reduced Cost of Capital greatly increases the accretion to equity holders
1.8% 7.0%
0.0% 2.0% 4.0% 6.0% 8.0%
11.0x
Previous LP/GP Structure Current Structure
64% 36%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% LP GP
LP / GP Structure distributed >35% of all cash flow to the GP With no GP burden, DCF / share grows substantially faster from growth projects and acquisitions
Distributions to LP / GP (1) Accretion from Growth Projects / Acquisitions(2)
(1) Based on TEP’s Q4 2017 distribution per common unit. (2) Assumes a hypothetical $1.0 Bn growth project / acquisition at a 7.0x EBITDA multiple, financed 50% equity, 50% debt. Debt cost of 5.5%. Equity cost based on 6/29/2018 TEP and TGE (formerly TEGP) closing prices.
Eliminating the GP Burden…
Previous Current
…Enhances Equity Value
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Tallgrass Strategic Updates
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Tallgrass Energy’s Next Chapter
First Chapter – High Growth
Tallgrass is beginning the next chapter of its story
Develop a platform of core midstream infrastructure, poised for long-term success
Corporate Level ▪ Drop down story highlights growth ▪ LP / GP structure ▪ Selective M&A Operations / Asset Level ▪ Build Pony ▪ Connect Rockies Express to Appalachian supply ▪ Stay within the footprint
Next Chapter – Measured Growth
Build off of that platform to enhance long-term value for all shareholders
Corporate Level ▪ Simplified organizational structure with no IDRs ▪ Organic growth projects ▪ Additional strategic M&A Operations / Asset Level ▪ Continue asset enhancement projects ▪ Develop additional core infrastructure ▪ Expand into new basins / markets
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Tallgrass Energy Key Accomplishments
Drop Down Acquisition Other Project Financing
2015 2016 2013 2014
Contract REX’s Seneca Lateral 20% interest in Cushing Terminal Acquisition Pony Northeast Colorado Lateral Open Season Contract Trailblazer’s Redtail Lateral TEP IPO TMID Casper Expansion TMID Douglas Expansion TIGT West End Expansion TMID Keep Whole Contract Conversion REX Refinances Notes File REX PDO For Zone 3 East-to-West Transportation
2018
REX Repays $450mm 2015 Notes Seneca Lateral Achieves Full Capacity REX Zone 3 E2W Project placed into service REX Settles with final MFN Shipper 33.3% Pony Acquisition ~$570mm TEP follow-on Equity Offering TEGP IPO Pony Expansion Project placed into service Whiting Water Business Acquisition TMID Redtail NGL Pipeline placed into service 3rd Party Acquisition BNN Water Business Acquisition Trailblazer Acquisition ~$330mm TEP follow-on Equity Offering 33.3% Pony Acquisition Commence ATM Equity Program REX Signs E2W PAs REX Settles with 3 MFN Shippers REX Signs Capacity Enhancement PAs TMID POP Contract Conversion Pony placed into service Settle Trailblazer Rate Case Sterling Terminal Constructed Financing Terminals and NatGas Operator Acquisition REX reaches settlement with Ultra REX Capacity Enhancement placed into service 24.99% REX Acquisition Successful Open Seasons for Cheyenne Connector & Cheyenne Hub PRB Gas Gathering System Acquisition PRB & DJ Water Asset Acquisitions North Sterling Water Pipeline placed into service PRB Oil Gathering System Acquisition Successful Platteville Extension Open Seasons Announced new Pony Refinery & Supply Connections Acquired additional 49% interest in Deeprock Development $350mm & $500mm TEP Senior Notes Offerings 31.3% Pony Acquisition TEP increases Revolver to $1.75bn 25.0% REX Acquisition from Sempra REX modifies Encana contract $400mm TEP Senior Notes Offering Buckingham Terminal Constructed REX Capacity Enhancement Project Fully Contracted Settle TIGT Rate Case
2017
14
PXP modifies CLR contract Announced Iron Horse Pipeline JV and Sale of PRB Oil Gathering System Acquired 51% interest in Pawnee Terminal Acquired 38% interest in Deeprock North Cushing Terminal Buckhorn Bakken Water Acquisition 25.01% REX Acquisition REX Repays $550mm 2018 Notes TGE/TEP Merger 2% Pony Acquisition REX Upgraded to Investment Grade Credit
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Consistent Infrastructure Investment
$446 $875 $653 $701 $446
$3,121
$0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $0 $250 $500 $750 $1,000 $1,250 2013 2014 2015 2016 2017
Tallgrass Energy EBITDA Tallgrass Energy Invested Capital
Growth Capex 3rd Party Acquisitions REX Debt Repayment
All $ in millions (1) Excludes $150mm Ultra settlement payment to REX (2) See slide 16 for additional details.
$231 $287 $564 $675 $770 $0 $100 $200 $300 $400 $500 $600 $700 $800 2013 2014 2015 2016 2017 (1) Cumulative Investment
Tallgrass has made significant investments over the last 5 years to build a platform of core midstream infrastructure Capital Investment Summary
(2)
2013-2017 Current Total Invested Capital $3,121 $628 $3,749 (÷) Growth EBITDA 539 106 645 Multiple on Invested Capital 5.8x 5.9x 5.8x
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Active Growth Projects
Large inventory of growth projects recently completed or under construction
Large number of small to mid-size investment opportunities connected to Tallgrass’s existing asset base Provide solid standalone economics and also serve to enhance the services offered on other Tallgrass assets
All $ in millions 1) Net to Tallgrass, assuming 3rd parties exercise applicable JV options.
(1) (1)
Project / Asset Segment Type Description Cheyenne Connector Natural Gas New Build ~70-mile natural gas pipeline in the DJ Basin Cheyenne Hub Natural Gas New Build Compression and associated facilites to enhace the REX Cheyenne Hub Iron Horse Crude Oil New Build ~80-mile crude oil pipeline in the PRB Grasslands Terminal Terminals New Build New terminal in Platteville, CO serving as a Pony receipt point Guernsey Terminal Terminals New Build New terminal in Guernsey, WY serving as a Pony receipt point Gathering and Processing Infrastructure G&P New Build New gathering pipeline and compression in the PRB Water Infrastructure Water New Build Additional pipeline and water disposal facilities in the Bakken, DJ, and PRB Under Construction Platteville Extension Crude Oil New Build ~60-mile crude oil pipeline extension of the Pony system Pawnee Terminal Terminals Acquisition Acquisition of a 51% interest in the Pawnee, CO Terminal Natoma Terminal Terminals New Build New Terminal in Natoma, KS serving as a Pony Receipt point Buckhorn Water Disposal Water Acquistion / New Build Acquisition and buildout of water pipelines and disposal facilities in the Bakken Water Infrastructure G&P New Build Additional pipeline and water disposal facilities in the Bakken, DJ, and PRB Placed In-Service 1H 2018
Total Capital Investment $628 Total EBITDA $106
(1) (1)
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Stable Dividend with Room for Growth
Stable dividend with cash flow available to fund growth projects or increase dividend
– $250 $500 $750 $1,000 $1,250
REX @ ~$690mm
(8/8ths EBITDA)
Other Assets(1) Pony @ ~$275mm Other Assets(1) REX @ $500mm
(Currently Contracted 8/8ths EBITDA)
Growth Projects(2)
Q1 2018 Annualized Illustrative 2020
EBITDA by Asset
REX @ $600mm(3) Pony @ $150mm Pony @ $250mm Pony @ $300mm Pony @ $200mm
Additional Growth Projects
Room for Growth
Current Dividends, Interest Expense and Maintenance Capital(4)
All $ in millions (1) Other Assets includes TIGT, Trailblazer, Tallgrass Midstream, Tallgrass Terminals, and BNN. 2020 figures assume these assets produce 2020 EBITDA equal to Q1 2018 annualized figures. (2) Growth Projects only includes cash flow for projects currently under construction or recently placed into service. See page 16 for a detailed list. (3) See page 18 for hypothetical recontracting assumptions to attain REX’s 8/8ths EBITDA figure. (4) TGE Q2 2018 declared dividend per share and projected Q2 2018 interest expense annualized, plus annual interest expense associated with the Q3 2018 REX debt repayment, plus 2018 forecasted maintenance capital as disclosed in TEP’s Q1 2018 10-Q. (5) Includes net deficiency payments.
REX @ $650mm(3) Draconian Street recontracting assumption – still achieves dividend coverage
(5)
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8/8ths TGE (75%) REX Currently Contracted EBITDA $500 (–) Interest Expense (127) (–) Maintenance Capital (15) REX Currently Contracted DCF $358 $268 Hypothetical Recontracting 1 REX Currently Contracted DCF $358 Recontracting Cash Flow $100 REX DCF 458 $343 Hypothetical Recontracting 2 REX Currently Contracted DCF $358 Recontracting Cash Flow $150 REX DCF 508 $381
18
Securing Visible REX Cash Flow
REX is currently expected to have ~$500mm of contracted EBITDA in 2020
East End ▪ ~2.7 Bcf/d of East End volume contracted long-term ▪ Evaluating additional expansion opportunities West End ▪ ~0.7 Bcf/d of West End volume contracted long-term ▪ Discussing post-2019 contracting with multiple parties across multiple basins
REX 2020 EBITDA REX West End Recontracting
Incremental revenue from West End recontracting:
(1) All $ in millions (1) For illustrative purposes, assumes no additional debt is reduced at REX.
Volume (mmcf/d) Currently Contracted 706 (+) Recontracted: 1,094 Total 1,800 $/Mcf 8/8ths Incremental REX CF $0.250 $100 0.300 120 Average 0.375 150 Recontracting 0.400 160 Rate 0.500 200 0.600 240 0.700 280 0.800 319
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Growing Crude Volumes in Pony’s Footprint
19 Pony is directly connected to 3 of the highest growing crude oil production basins in the country 600 -1,500 kbpd growth expected across the basins in the next 5 years Expansion capacity available to meet growing production
Crude Oil Footprint Production Growth(1)
– 500 1,000 1,500 2,000 2,500
Bakken
2017 2022
kbpd
- Approx. Pipeline Capacity + Local Refiner Demand
Production
(3) (3) (2) (2) (2)(3)
1) Production data is based on internal Tallgrass estimates 2) Under construction. 3) Tallgrass owns a 75% interest in Iron Horse, a 51% interest in Pawnee, and a ~60% interest in the Cushing Terminal. 4) Bakken pipeline capacity includes an ~100kbpd Dakota Access Pipeline Expansion project
DJ
kbpd
2017 2022 – 250 500 750 1,000 – 100 200 300 400 500
kbpd
PRB
2017 2022 – 500 1,000 1,500 2,000 2,500 3,000 3,500
kbpd
Combined
2017 2022
(4)
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Appendix
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Segment and Asset Overview
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Summary of Segments
769-mile FERC-regulated crude oil pipeline system from Guernsey, WY / NE Colorado to Cushing, OK Total transportation design capacity of ~320,000 bbls/d with available expansion capacity Take or pay contracts for a total of ~300,000 bbls/d
Natural Gas Transportation Segment Gathering, Processing and Terminalling Segment Crude Oil Transportation Segment
(1) Tallgrass owns a 75% membership interest in REX
Consists of 3 FERC-regulated natural gas transportation & storage systems (REX, TIGT and Trailblazer) ▪ >6,800 miles of pipelines ▪ ~6.6 Bcf/d of transportation design capacity Access to multiple high-growth basins in the Rockies and Appalachia, and multiple large demand centers across the northern US REX Pipeline(1) ▪ Placed in service in November 2009 ▪ ~1,712 miles of 42” and 36” pipeline ▪ ~1.8 Bcf/d of West-to-East long-haul capacity ▪ ~2.6 Bcf/d of Zone 3 East-to West capacity ▪ Contracted capacity supports stable cash flow ▪ Access to substantially all major natural gas supply basins in the Rocky Mountain region, Ohio and Pennsylvania corridors ▪ Favorable proximity to numerous major end- use markets with significant demand load
Processing and treating ▪ ~ 1,500 miles of natural gas gathering pipeline through the core of the Powder River Basin ▪ ~190 MMcf/d of processing capacity in the PRB and Wind River Basin in Wyoming Water business services ▪ Fresh water transportation and salt water gathering and disposal systems in the DJ Basin ▪ Water disposal and gathering in the Bakken ▪ Water disposal infrastructure in the PRB and Permian ▪ Effluent management operations in the Eagle Ford Shale and Permian Terminals ▪ 5 terminals serving the Pony Express System ▪ 2 additional terminals under construction
1 3 2
Sizable asset footprint which services some of the largest, most economic domestic basins
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Natural Gas Transportation
Current Footprint Asset Overview Stable Cash Flow
~97% of 2017 segment EBITDA was take-or-pay REX contracted an additional 105 mmcf/d of East-to-West capacity for 3 - 5 years REX Cheyenne Hub and Cheyenne Connector filed 7(c) applications with FERC on 3/5/2018. On schedule for late 2019 in-service
Recent Updates
Consists of 3 FERC-regulated natural gas transportation & storage systems (REX, TIGT, and Trailblazer) ▪ >6,800 miles of pipelines ▪ ~6.6 Bcf/d of transportation design capacity Access to multiple high-growth basins in the Rockies and Appalachia, and multiple large demand centers across the northern US
Firm Fee 97% Volumetric Fee 1% Other 2%
23
(1)
1) Cheyenne Connector on schedule for late 2019 in-service.
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Note: Overthrust Pipeline is owned by Dominion and consists of ~255 miles of pipeline (1) As of 12/31/2017
Rockies Express Pipeline Overview
REX has become the nation’s northernmost natural gas header system Attractive access to both supply basins and large end user markets with significant demand load Currently moving both Rocky Mountain and Appalachian production Long-term West-end contracts ▪ 706 mmcf/d West-to-East contracted post-2019 at an average rate of $0.673 ▪ Recontracting conversations with current and potential new west-end shippers underway Cheyenne Hub ▪ Contracted 600 mmcf/d for firm hub service ▪ Discussing expansion opportunities with multiple shippers ▪ Provides access to DJ basin gas into REX East-end Incremental Contracts ▪ Incremental 105 mmcf/d contracted for 3-5 year terms ▪ Brings total contracted capacity on East-end to >2.7 Bcf/d >95% of the 2019 recontracting cash flow risk has been mitigated, based on FY2013 revenue 97% of 2017 revenue was take or pay Weighted Average Contract Life(1) ▪ East-to-West Contracts: ~15 years ▪ West-to-East Contracts: ~3 years Repaid $550mm of debt in July 2018 through partner capital contributions
Highlights
Provides natural gas transportation service for North American energy markets
Wamsutter Kanda Meeker Opal Cheyenne Lebanon Clarington
Zone 1 Zone 2 Zone 3 “Shale to Shining Shale”
ROCKIES EXPRESS PIPELINE SENECA LATERAL LEASE OF OVERTHRUST CAPACITY REX COMPRESSOR STATION
24
>2.6 Bcf/d
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Crude Oil Transportation
Current Footprint Updates and Growth Opportunities Pony System Overview
769-mile FERC regulated crude oil pipeline system from Guernsey, WY / NE Colorado to Cushing, OK Total transportation design capacity of ~320,000 bbls/d with additional DRA capacity available today Take or pay contracts for a total of ~300,000 bbls/d
1) Under construction. 2) Tallgrass owns a 75% interest in the Iron Horse Pipeline. 3) Tallgrass Terminals owns a ~60% interest in a joint venture, which owns an oil terminal facility in Cushing, OK. 4) Tallgrass Terminals owns a 51% interest in a joint venture, which owns an oil terminal facility in Pawnee, CO.
(4) (3) (1) (1)
25
(1)
In May 2018, White Cliffs announced the planned conversion of one of its 12-inch crude oil pipelines to NGL service, removing takeaway capacity from the DJ Basin Q1 2018 throughput averaged ~290,000 bbls/d, April throughput was ~335,000 bbls/d and May was ~350,000 bbls/d Current expansion of pumps will take design capacity to ~400,000 bbls/d Additional capacity available beyond the next ~100,000 bbls/d for moderate capital expenditure New demand interconnects in-service ▪ Holly Frontier El Dorado refinery ▪ CHS McPherson refinery New supply interconnects ▪ Natoma – Access to Kansas production (in-service) ▪ Platteville Extension – Access to additional DJ Basin production (in-service) ▪ Iron Horse Pipeline – Direct access to PRB production (in-service Q1 2019)
(2)
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Current Assets ▪ ~1,500 miles of natural gas gathering pipeline through the core of the PRB ▪ ~190 MMcf/d of processing capacity in the PRB and Wind River Basin in Wyoming Identified Growth Opportunities ▪ Additional processing capacity in the PRB is permitted ▪ Expansion of Douglas gas gathering system ▪ Ongoing discussions with multiple producers to underwrite expansion projects Gathering and Processing
Gathering & Processing Overview
Tallgrass PRB Footprint
26
(1)
1) Tallgrass owns a 75% interest in the Iron Horse Pipeline.
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BNN Water Solutions Overview
Water Business Services
Current Assets ▪ Fresh water transportation and salt water gathering and disposal system in the DJ Basin ▪ Water disposal and gathering in the Bakken ▪ Water disposal infrastructure in the PRB ▪ Water disposal infrastructure in the Permian Basin ▪ Effluent management operations in the Eagle Ford Shale and Permian Basin Identified Growth Opportunities ▪ Clarkelen (PRB) expansion under construction ▪ Additional PRB disposal facilities ▪ Additional expansion opportunities in the Permian ▪ Continued freshwater expansion in DJ ▪ Additional Bakken acquisitions and/or system expansions
NE DJ Basin Assets SW DJ Basin Assets Bakken Assets
27
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Terminals Overview
28
1) Under construction. 2) Tallgrass Terminals owns a ~60% interest in a joint venture, which owns an oil terminal facility in Cushing, OK. 3) Tallgrass Terminals owns a 51% interest in a joint venture, which owns an oil terminal facility in Pawnee, CO.
Serve as receipt point for Pony Express’s new Kansas supply sources
Natoma
Terminals currently owns 5 crude oil terminals positioned along the Pony Express system with terminals planned/under construction for the Platteville Extension and at Guernsey for the Iron Horse Pipeline
Buckingham Cushing Sterling Grasslands
Under Construction ~0.3 million bbl terminal at Platteville to serve Platteville Extension
(1)
Guernsey
Under Construction ~0.3 million bbl terminal at Guernsey to serve Iron Horse
Pawnee
Serves as injection point for NECL with ~0.3 million bbls of storage Located along Northeast Colorado lateral 4 truck unloading skids ▪ Capable of receiving ~16,000 bpd Expanding to add ~0.3 million bbls of storage to serve Platteville Extension Located at the point of intersection between Pony Express’s Guernsey and Northeast Colorado Lines Serves as operational storage for Pony Express ~1.3 million bbls of storage Located in Cushing, OK Consists of ~60% controlling interest in the Deeprock Development Terminal Offload point for Pony Express Maintains neat batches of crude Facilitates delivery into almost every other terminal in Cushing ~2.3 million bbls of storage
(1) (3)
(3)
(2)
(2)
NYSE: TGE │ www.tallgrassenergy.com 29
EBITDA and DCF Reconciliations
NYSE: TGE │ www.tallgrassenergy.com 30
TEP Covenant Compliance EBITDA Reconciliation
Note: EBITDA (as reported) reconciliations can be found in TEP public filings.
For the Four Quarters Ended March 31, 2018 LTM ($ in millions) 3/31/2018 Consolidated Net Income(1) 524.6 $ + Consolidated Interest Expense 97.0 + Depreciation & Amortization, Net of NCI 96.4 + Expenses related to equity-related benefit plans 10.0 + Consolidated EBITDA Acquisition Adjustments 10.9 Total Consolidated EBITDA 738.9
(1) “Consolidated Net Income” shall mean, as of anyDate of Determination for the Applicable Period related thereto, the net income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP; provided, however, that Consolidated Net Income shall exclude (a) extraordinary gains, losses, charges or expenses for such Applicable Period, (b) the net income of any Restricted Subsidiaryduring such Applicable Period to the extent that the declaration or payment of di vidends
- r similar distributions by such Restricted Subsidiary of such income is not permitted on such Date of Determination by operation of the terms of its Organizational
Documents or any agreement, instrument or law applicable to such Restricted Subsidiary, except that the Borrower’s equityin any net loss of anysuch Restricted Subsidiary for such Applicable Period shall be included in determining Consolidated Net Income, (c) any income (or loss) for such Applicable Period of anyPerson if such Person is not a Restricted Subsidiary of the Borrower, except that the aggre gate amount distributed by such Person during such Applicable Period to the Borrower or a Restricted Subsidiaryof the Borrower as a cash di vidend or other cash distribution (as long as, in the case of a cash di vidend or other cash distribution to a Restricted Subsidiaryof the Borrower, such Restricted Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of this proviso) shall be included in Consolidated Net Income (but onl yto the extent such cash di vidends or distributions do not exceed the Borrower’s or such Restricted Subsidiar y’s proportional share in the EBITDA (less Consolidated Interest Expense (excluding any non-cash AFUDC interest included in Consolidated Interest Expense)) of such Person (calculated based on Borrower’s and any Restricted Subsidiary’s aggre gate percentage ownership of the total outstanding Equity Interests of such Person and with EBITDA and Consolidated Interest Expense of such Person being calculated using the same methodology for Consolidated EBITDA and Consolidated Interest Expense, as applicable, as if such Person were a Restricted Subsidiary hereunder)); (d) non-cash gains and losses attributable to movement in the mar k-to-market valuation of Hedging Agreements pursuant to Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC 815”), (e) the cumulative effect of a change in accounting principles, (f) any charges or expenses relating to severance, relocation and one-time compensation charges, (g) gain or loss realized upon the sale or other disposition of assets, (h) deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or any Hedging A greement, (i) non-cash charges, expenses or
- ther impacts of purchase or recapitalization accounting, including, to the extent applicable, any accruals and reserves established under purchase or recapitalization
accounting as a result of the Transactions in accordance with GAAP, (j) non-cash impairment charges or asset write-offs, and any amortization of intangibles, (k) cash charges or costs in connection with any investment, sale or other disposition of assets, issuance of Equity Interests or Indebtedness, or amendment relating to any Indebtedness (in each case, whether or not completed), (l) to the extent covered by insurance and actuall y reimbursed, any expenses with respect to liability or casualty events or business interruption and (m) in the case of any Restricted Subsidiary, the net income of such Restricted Subsidiary attributable to any minority or other membership interest in such Restricted Subsidiaryheld directlyor indirectlyby a Person other than the Borrower and its Wholly-Owned Restricted Subsidiaries.
NYSE: TGE │ www.tallgrassenergy.com 31
Tallgrass Energy EBITDA Reconciliation
(1) The financial results for all periods presented in the TEP table have been recast to include the applicable results of operations of Trailblazer Pipeline Company LLC, the initial 33.3 percent membership interest in Tallgrass Pony Express Pipeline, LLC (“Pony Express”), Tallgrass Terminals, LLC, and Tallgrass NatGas Operator, LLC. The acquisitions of an additional 33.3 percent and 31.3 percent membership interest in Pony Express effective March 1, 2015, and January 1, 2016, respectively, are presented prospectively from the dates of acquisition, and as a result, financial information for periods prior to March 1, 2015, and January 1, 2016, have not been recast to reflect the additional 33.3 percent and 31.3 percent membership interests. (2) The financial results for the periods presented in the TDEV table include the applicable results of operations of (i) a 50 percent membership interest in Rockies Express Pipeline, LLC (“Rockies Express”) from January 1, 2013 to March 31, 2017 and a 25.01 percent membership interest in Rockies Express from April 1, 2017 to December 31, 2017 and (ii) a 66.6% membership interest in Pony Express from January 1, 2013 to February 28, 2015, a 33.3 percent membership interest in Pony Express from March 1, 2015 to December 31, 2015, and a 2 percent membership interest from January 1, 2016 to December 31, 2017 (3) Represents EBITDA across the Tallgrass Energy Family of Companies.
Summary Financial Information 2017 2016 2015 2014 2013 Tallgrass Energy Partners, LP ("TEP") (1) Net income attributable to partners 434.0 $ 270.5 $ 172.9 $ 77.1 $ 15.1 $ Add: Interest expense, net of noncontrolling interest 83.5 40.7 15.5 7.6 11.0 Depreciation and amortization expense, net of noncontrolling interest 92.5 88.1 77.1 45.7 37.9 Distributions from unconsolidated investments 306.6 78.6 4.6 2.0
- Non-cash compensation expense
8.7 5.8 5.1 5.1 1.8 (Gain) loss from disposal of assets, net of noncontrolling interest (0.7) 1.8 4.8
- 0.4
Non-cash loss (gain) related to derivative instruments, net of noncontrolling interest 0.2 1.5
- (0.2)
- Loss on extinguishment of debt
- 0.2
- 17.5
Less: Equity in earnings of unconsolidated investments (237.1) (54.5) (2.8) (1.6)
- Gain on remeasurement of unconsolidated investment
(9.7)
- (9.4)
- Non-cash loss allocated to noncontrolling interest
- (9.4)
(10.2)
- TEP Adjusted EBITDA
678.0 $ 432.5 $ 268.2 $ 116.3 $ 83.7 $ Tallgrass Development, LP ("TDEV") (2) Net income 169.1 $ 192.7 $ 178.1 $ 89.8 $ 158.5 $ Add: Interest expense, net
- 7.8
38.8 33.3 Depreciation and amortization expense 3.9 3.5 2.6 1.9 0.2 Distributions from unconsolidated investments 222.9 272.8 337.7 223.7 168.3 Non-cash loss (gain) related to derivative instruments 1.9 (1.3)
- Loss on extinguishment of debt
- 18.9
- 0.1
Gain on deconsolidation of TEP
- (96.6)
Less: Equity in earnings of unconsolidated investments (173.4) (194.2) (210.3) (146.2) (105.4) TDEV Adjusted EBITDA 224.4 $ 273.4 $ 334.9 $ 208.1 $ 158.6 $ Less: Distributions to TEP & TDEV from REX' Ultra Resources settlement (112.9)
- Distributions to TDEV from TEP
(19.8) (30.8) (39.2) (37.5) (11.4) Tallgrass Energy Adjusted EBITDA (3) 769.7 $ 675.2 $ 563.9 $ 286.8 $ 230.9 $ (in millions) Year Ended December 31,
NYSE: TGE │ www.tallgrassenergy.com Summary Financial Information Three Months Ended March 31, 2018 Natural Gas Transportation (in millions) Operating Income 19.4 $ Add: Depreciation and amortization expense 4.8 Distributions from unconsolidated investments 98.8 Other income, net 0.5 Segment Adjusted EBITDA 123.5 $ Crude Oil Transportation Operating Income 46.5 $ Add: Depreciation and amortization expense 13.4 Deficiency payments received, net 8.1 Segment Adjusted EBITDA 68.0 $ Gathering, Processing & Terminalling Operating Income 23.3 $ Add: Depreciation and amortization expense 7.1 Non-cash gain related to derivative instruments (2.7) Deficiency payments received, net 2.8 Less: Gain on disposal of assets (9.4) Adjusted EBITDA attributable to noncontrolling interests (1.4) Segment Adjusted EBITDA 19.7 $ 32
Tallgrass Energy Segment EBITDA Reconciliation
(1) (2) (1) Includes 75% of REX. (2) Includes 100% of Pony Express.
NYSE: TGE │ www.tallgrassenergy.com 33
REX EBITDA Reconciliation
Summary Financial Information Three Months Ended March 31, 2018 Rockies Express Pipeline LLC (in millions) Operating Income 128.6 $ Add: Depreciation and amortization expense 54.9 Other income, net 4.4 Less: Change in contract asset (15.6) Segment Adjusted EBITDA 172.3 $