Merger Overview May 6, 2013 Exhibit 99.2 |
2 ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication contains information about the proposed merger transaction involving Crestwood Midstream Partners LP (“Crestwood”) and Inergy Midstream, L.P. (“Inergy”). In connection with the proposed merger transaction, Inergy will file with the SEC a registration statement on Form S-4 that will include a proxy statement/prospectus for the unitholders of Crestwood. Crestwood will mail the final proxy statement/prospectus to its unitholders. INVESTORS AND UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRESTWOOD, INERGY, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. Investors and unitholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Inergy and Crestwood through the website maintained by the SEC at www.sec.gov. In addition, investors and unitholders will be able to obtain free copies of documents filed by Crestwood with the SEC from Crestwood’s website, www.crestwoodlp.com, under the heading “SEC Filings” in the “Investor Relations” tab and free copies of documents filed by Inergy with the SEC from Inergy’s website, www.inergylp.com/midstream, under the heading “SEC Filings” in the “Investor Relations” tab. PARTICIPANTS IN THE SOLICITATION Crestwood, Inergy and their respective general partner’s directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of Crestwood in respect of the proposed merger transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the unitholders of Crestwood in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding Crestwood’s directors and executive officers is contained in Crestwood’s Annual Report on Form 10-K for the year ended December 31, 2012, which is filed with the SEC. Information regarding Inergy’s directors and executive officers is contained in Inergy’s Annual Report on Form 10-K for the year ended September 30, 2012, which is filed with the SEC. Free copies of these documents may be obtained from the sources described above. SAFE HARBOUR FOR FORWARD-LOOKING STATEMENTS 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 and Inergy 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 such differences or otherwise materially affect Crestwood’s or Inergy’s financial condition, results of operations and cash flows include, without limitation, failure to satisfy closing conditions with respect to the merger; the risks that the Crestwood and Inergy 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 or Inergy 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 or Inergy to connect natural gas supplies to Crestwood or Inergy gathering and processing assets or systems; actions or inactions taken or non- performance by third parties, including suppliers, contractors, operators, processors, transporters and customers; the ability of Crestwood or Inergy 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; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond Crestwood or Inergy’s control; timely receipt of necessary government approvals and permits, the ability of Crestwood or Inergy 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 Crestwood and Inergy’s filings with the U.S. Securities and Exchange Commission. You should read filings made by Crestwood and Inergy with the U.S.Securities and Exchange Commission, including Annual Reports on Form 10-K for the year ended December 31, 2012 and September30, 2012, respectively, and the most recent Quarterly Reports and Current Reports for a more extensive list of factors that could affect results. Crestwood and Inergy do not assume any obligation to update these forward-looking statements. |
A Strategic Combination 3 Crestwood Midstream Partners (NYSE: CMLP), Crestwood Holdings LLC, Inergy, L.P. (NYSE:NRGY) and Inergy Midstream, L.P. (NYSE:NRGM) have executed definitive agreements to create a fully integrated midstream partnership with a total enterprise value of over $7 billion Merger of equals creates an operating, financial and organizational platform that will be attractive to customers, creditors, investors, and employees Transaction approved by the Boards of Directors and committees of independent directors of NRGY, NRGM and CMLP Unified strategy focused on servicing the midstream infrastructure needs of the most prolific shale plays in North America Marcellus Shale, Bakken Shale, Eagle Ford Shale, Permian Basin, PRB Niobrara Shale, Utica Shale, Barnett Shale, Fayetteville Shale, Granite Wash, Haynesville Shale and Monterey Shale Diverse collection of midstream assets and services with visible long-term growth potential, attractive operating and financial synergies and improved scale to execute major midstream infrastructure development and acquisition opportunities Complementary blend of long-term fee-based contracted cash flows with high-growth shale assets and organic expansion opportunities Crestwood and Inergy to merge forming a $7 billion midstream partnership Combined, Crestwood and Inergy provide an integrated midstream service offering that links fundamental energy supply with fundamental energy demand |
A Premier Shale Player Pro Forma Asset Summary 1,300+ mmcf/d natural gas transportation capacity 2,000+ mmcf/d gathering capacity 400+ mmcf/d processing capacity 1,000+ miles of pipeline 7 processing plants 80+ Bcf of current storage capacity 120,000 BPD crude oil rail loading capacity 275 tractors and 531 trailers Significant North American NGL Logistics business Operations in virtually every premier shale play in North America Bath NGL Storage Facility South Jersey Terminal Seymour LPG Facility Gathering and Processing Assets Greenfield Development Targets 4 Watkins Glen NGL Storage Facility West Coast Midstream NGL Transportation Offices Rail Terminal Tres Palacios COLT Hub |
Transaction Overview New Inergy Midstream Ownership Transaction Structure New Inergy, L.P. Ownership Financing Cash and Unit Exchange 1.070 units of NRGM for each unit of CMLP ~$35 million one-time cash payment to CMLP unaffiliated public unitholders CMLP public unitholders will own approximately 24.4% Crestwood Holdings & affiliates will own approximately 13.7% Current NRGM public unitholders will own approximately 19.4% Current NRGY public unitholders will own approximately 29.9%; The new NRGY will own approximately 4.7%; and Current management of Inergy will own approximately 7.9% Committed financing in place to complete transaction; no financing contingencies Consideration Current NRGY public unitholders will own approximately 56.4%; Crestwood Holdings will own approximately 29.0%; and Current management of NRGY will own approximately 14.6% Pro Forma Leverage NRGM: 4.2x, NRGY: 2.7x, Consolidated NRGY: 3.9x Closing Conditions CMLP unitholder vote 5 |
Sequence of Transactions Crestwood Holdings Contributes GP/IDRs to NRGY NRGY Distributes NRGM Units “Top-Up” Provision CMLP merged into wholly-owned sub of NRGM in Merger of Equals 56.4 million NRGM units distributed on a pro rata basis to NRGY unitholders in a tax-free distribution Crestwood Holdings acquires the non-economic, general partner interest of NRGY for $80 million cash Crestwood Holdings contributes 100% of the general partner and incentive distribution rights of Crestwood Midstream for 35.1 million common units and 4.4 million subordinated units of NRGY, after adjusting for the distribution of NRGM units by NRGY Subject to CMLP unitholder approval, CMLP to merge with a wholly-owned subsidiary of Inergy Midstream Merger consideration of (i) 1.070x unit exchange ratio and (ii) a cash payment of approximately $35 million ($1.03 / unit) to the unaffiliated CMLP public units (other than Crestwood Holdings) Exchange ratio based on 5% premium to CMLP’s 20-day VWAP at signing (1) Based on 20-day trailing VWAP at signing. Crestwood Holdings Acquires Non-Economic GP of Inergy, L.P. Crestwood Holdings has a one-time right to exchange CMLP / NRGM units with NRGY at an agreed upon value (1) to increase its ownership in NRGY to a maximum of 29.0% 6 |
Strategic Highlights Materially Increased Size, Scale and Diversity Complementary Growth Strategies Low Cost Capital Drives Organic Growth Significant Management Experience & Track Record Cash Flow Stability and Visibility Enhanced Credit Profile Strong Sponsorship and Alignment of Interest with LPs Expanded Participation in Midstream Value Chain 7 |
Increasing Scale & Diversification CMLP NRGM + NRGY Pro Forma Market Cap Enterprise Value (1) Approximate Segment EBITDA In a market where size matters, the pro forma enterprise possesses the critical scale and diversified platform to be a formidable competitor across the full midstream value chain $1.5 B $2.7 B $3.3 B $4.6 B $5.4 B $7.3 B 2013E EBITDA (2) ~$178 MM ~$270 MM ~$450 MM (1) Represents CMLP enterprise value (including private GP value) plus consolidated NRGY and NRGM enterprise value. (2) Represents midpoint of 2013E guidance for CMLP and estimated EBITDA for NRGY and NRGM for calendar year ended 12/31/2013. 8 Gathering 66% Compression 20% Processing 14% Natural Gas Storage & Transportation 32% Gathering 25% Crude & NGL Supply Logistics 26% Compression 8% Processing 5% Other 4% Natural Gas Storage & Transportation 51% Crude & NGL Supply Logistics 43% Other 6% |
Expanding the Value Chain Inergy Crestwood Gas Gathering Pipelines CO2 Treating Intrastate & Interstate Pipelines Nat Gasoline Iso-Butane Butane Propane Ethane Gas Gathering Pipelines Gas Processing Intrastate & Interstate Pipelines Gas Storage NGL Fractionation Mixed NGL Pipelines NGL Storage & NGL Pipelines Trucks, Rail Barges & Crude Pipelines Crude Oil Storage & Terminals Crude Oil Refining Storage Barges & Refined Products Pipelines Rich Gas The combined partnership represents a fully integrated midstream service provider with complementary business platforms positioned to compete across the midstream value chain Offering customers a more comprehensive and competitive suite of services Capturing incremental fee opportunities that expand margins and maximize returns on investment 9 |
Linking Supply to Demand Expect significant commercial and operating synergy by linking Crestwood producer relationships and access to supply at the wellhead with Inergy demand-side services and relationships Natural Gas NGLs Crude Oil 10 Supply Demand |
Low Cost Capital Drives Organic Growth Significant Backlog of Organic Growth Projects and the Currency to Execute 1 2 3 4 5 1 Northeast Storage and Transportation 2 Marcellus / Utica Gathering and Processing 3 Bakken Crude Oil Logistics 4 Niobrara Gathering and Processing 5 Permian Basin Gathering and Processing 6 6 NGL Logistics >$2.0 Bn of identified potential greenfield development and bolt-on acquisition opportunities Both Crestwood and Inergy are opportunity rich; expanded value chain will drive additional opportunities The combined partnership has the scale and currency to execute large-scale greenfield development opportunities 11 Two low-cost public currencies to capitalize on growth opportunities $1.2 Bn of committed revolver capacity at NRGM and NRGY Current NRGM 6.0% 2020 senior notes YTW at ~4.6% Current equity yield: NRGM at ~6.4% and NRGY at ~5.2% yield |
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 ~$20MM 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 under firm contract Minimal direct commodity exposure; no speculative commodity positions 2013E EBITDA Mix 2013E Gross Margin Mix 12 Cowtown Inergy Services Marcellus Stagecoach COLT Hub Marc I Alliance Tres Palacios Fayetteville US Salt Other Firm Contracts 51% Fixed-Fee 33% Un- Contracted 16% |
Enhanced Credit Profile >$2.0 billion of equity issued to facilitate transaction; no new debt issuance Expected credit rating in-line with current Inergy corporate family rating Achieving investment grade status to further drive cost of capital synergies is a key objective of the partnership Strong Balance Sheet, enhanced credit profile and increasing float maximizes access to capital and minimizes cost of capital (1) Represents total consolidated pro forma Inergy debt divided by NRGM EBITDA plus NRGY EBITDA attributable to operating assets. 13 (1) 4.2x 3.7x 3.4x 3.2x 3.9x 3.7x 3.4x 3.2x 2.7x 2.1x 1.8x 1.4x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 2H 2013 2014E 2015E 2016E NRGM PF Consolidated NRGY PF NRGY PF Strong pro forma balance sheet Significant contracted cash flows and visible growth Strong ability to continue de-leveraging |
Strong Sponsorship After this transaction, First Reserve, Crestwood management and Inergy management will have in excess of $1.5 billion invested in the combined partnership Selected Significant Investments: Denotes First Reserve portfolio companies currently under contract or engaged in business activities with Crestwood and/or Inergy. 14 30 year history of investing exclusively in energy Over $23 billion of capital raised since inception Examples include Crestwood’s current contracts with Sabine Oil and Gas, Mountaineer Keystone and RKI Exploration and Inergy’s current contract with PBF Energy Significant industry relationships and broad portfolio energy assets facilitate new business opportunities First Reserve, the largest and most experienced private equity firm focused exclusively on energy, continues to demonstrate its commitment to the ongoing growth of the combined partnership |
Intrepid Pro Forma Capital Structure 7.1mm NRGM Units Fully committed financing in place to close transactions with no financing contingencies 53.8mm NRGY Units 20.5mm NRGM Units 15 Commitment for $365 million Term Loan B Seeking change of control waiver for existing $600 million revolver in merger pendency Commitment for upsized $1.0 billion revolver upon closing of merger CMLP: $350 million 7.75% Sr. Notes due 2019 NRGM: $500 million 6.00% Sr. Notes due 2020 Seeking change of control waiver for existing $550 million revolver in merger pendency Commitment for potential new $250 million revolver and $300 million Term Loan B Crestwood Holdings Inergy, L.P. (NRGY) 2.7x PF Estimated Leverage Inergy Midstream (NRGM) 4.2x PF Estimated Leverage |
Transaction Structure Crestwood Holdings NRGY Public Current Inergy Mgmt. NRGY NRGM NRGM Public NRGY NRGM Public Public Management Crestwood Holdings CMLP Public Management First Reserve 1 2 NRGY LP units CMLP GP / IDR interest + NRGM units (post merger) 3 LP Units + Cash 100% equity ownership + assumption of CMLP debt 4 Transaction Steps: Pro Forma Ownership Structure: 53.8 MM Units: 29% Non-economic GP 7.1 MM Units: 5% GP / IDR interest 27.1 MM NRGY Units: 15% 11.9 MM NRGM Units: 8% 65.9 MM Units: 44% 20.5 MM Units: 14% 104.6 MM NRGY Units: 56% 45.0 MM NRGM Units: 30% 16 ($ in MM except per unit data) Units (MM) Value % NRGM Public - NRGM 29.1 $699 19.4% Public - CMLP 36.8 882 24.4% Crestwood Holdings 20.5 493 13.7% NRGY Unitholders 45.0 1,079 29.9% NRGY 7.1 171 4.7% Inergy Management 11.9 285 7.9% Total Units 150.4 $3,609 100.0% NRGY Public - NRGY 104.6 $1,192 56.4% Crestwood Holdings 53.8 613 29.0% Inergy Management 27.1 309 14.6% Total Units 185.5 $2,114 100.0% 1. NRGY distributes all NRGM units currently held to NRGY unitholders in a tax-free distribution 2. Crestwood Holdings acquires the GP control of NRGY 3. Crestwood Holdings contributes the GP/IDRs of CMLP plus CMLP NRGM units (post merger) in exchange for NRGY units 4. CMLP merged with wholly-owned subsidiary of NRGM |
Illustrative Transaction Timeline Announce Transaction NRGY Distributes NRGM Units to NRGY Unitholders May 6 May June July August September June CMLP Files Proxy Statement with SEC May / June NRGY Completes Acquisition of CMLP GP and IDRs SEC Completes Review of CMLP Proxy Statement July / August NRGM Completes Merger with CMLP September 30 CMLP Unitholder Vote August / September ~ 4 to 5 Month From Announcement to Merger Closing Transactions approved by NRGY, NRGM, and CMLP Boards of Directors and Committees of Independent Directors No major regulatory approvals required Fully committed financing provides for no financing contingencies CMLP majority unitholder approval required (First Reserve has agreed to support the transaction and currently owns 43% of the outstanding common units) 17 |
Pro Forma Governance Management Team Headquarters Board of Directors Houston, TX with executive offices in Kansas City, MO and Ft. Worth, TX Robert G. Phillips – Chairman, President and CEO Remainder of management team will be built from the combination of the two companies; all key executives expected to remain in place Board composition to incorporate mix of NRGY, NRGM and CMLP current directors John Sherman to represent Inergy on NRGY and NRGM Boards NRGY: First Reserve to designate directors at close of Crestwood Holdings transactions NRGM: Board composition to be determined post merger Supportive GP First Reserve is a leading global energy investment firm with over 30 years of investing experience in the energy industry 18 |
Unified Strategic Vision Unified and complementary strategic vision to delivering unitholder value Develop and Acquire Assets Where the Infrastructure Requirements are Greatest: Become the Premier Shale Player Leverage the Value Chain to Broaden Service Offerings, Expand Margins, and Maximize Investment Returns Preserve Strong Balance Sheet to Maximize Access to Capital and Minimize Cost of Capital Deliver First Class Customer Service Safe and Reliable Operations a Number One Priority 19 |
Strategic Highlights Materially Increased Size, Scale and Diversity Complementary Growth Strategies Low Cost Capital Drives Organic Growth Significant Management Experience & Track Record Cash Flow Stability and Visibility Enhanced Credit Profile Strong Sponsorship and Alignment of Interest with LPs Expanded Participation in Midstream Value Chain 20 |
Q&A 21 21 |