![]() Project Intrepid April 28, 2013 EXHIBIT (c)(5) DRAFT Preliminary and Subject to Change Preliminary Materials Prepared for the Conflicts Committee of the Board of Directors of Crestwood Gas Services GP LLC |
DRAFT These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Crestwood Gas Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. |
![]() Pro Forma Impact of GP IDR Giveback 1 Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction (1) Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Financial Projections and the CMLP Management Financial Projections NRGM Management Financial Projections and the CMLP Management Financial Projections For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.8% 7.7% 7.8% 7.5% 7.0% 12.5%/ $4.7 7.8% 7.8% 7.8% 7.5% 7.0% 25.0%/ $9.4 7.8% 7.8% 7.9% 7.5% 7.0% 37.5%/ $14.1 7.8% 7.8% 7.9% 7.6% 7.0% 50.0%/ $18.7 7.8% 7.9% 8.0% 7.6% 7.0% 62.5%/ $23.4 7.8% 7.9% 8.0% 7.6% 7.0% 75.0%/ $28.1 7.8% 7.9% 8.1% 7.7% 7.0% 87.5%/ $32.8 7.8% 7.9% 8.2% 7.7% 7.0% 100.0%/ $37.5 7.8% 8.0% 8.2% 7.7% 7.0% For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.7% 7.7% 7.7% 7.4% 7.0% 12.5%/ $4.7 7.7% 7.7% 7.7% 7.4% 7.0% 25.0%/ $9.4 7.7% 7.7% 7.8% 7.5% 7.0% 37.5%/ $14.1 7.7% 7.7% 7.8% 7.5% 7.0% 50.0%/ $18.7 7.7% 7.8% 7.9% 7.5% 7.0% 62.5%/ $23.4 7.7% 7.8% 8.0% 7.6% 7.0% 75.0%/ $28.1 7.7% 7.8% 8.0% 7.6% 7.0% 87.5%/ $32.8 7.7% 7.8% 8.1% 7.6% 7.0% 100.0%/ $37.5 7.7% 7.9% 8.1% 7.6% 7.0% For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 ($0.13) ($0.15) ($0.16) ($0.26) ($0.44) 12.5%/ $4.7 (0.13) (0.15) (0.14) (0.25) (0.44) 25.0%/ $9.4 (0.13) (0.14) (0.13) (0.24) (0.44) 37.5%/ $14.1 (0.13) (0.13) (0.11) (0.23) (0.44) 50.0%/ $18.7 (0.13) (0.13) (0.10) (0.22) (0.44) 62.5%/ $23.4 (0.13) (0.12) (0.08) (0.21) (0.44) 75.0%/ $28.1 (0.13) (0.11) (0.06) (0.20) (0.44) 87.5%/ $32.8 (0.13) (0.10) (0.05) (0.19) (0.44) 100.0%/ $37.5 (0.13) (0.10) (0.03) (0.18) (0.44) For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.8% 7.7% 7.7% 7.4% 7.0% 12.5%/ $4.7 7.8% 7.7% 7.8% 7.5% 7.0% 25.0%/ $9.4 7.8% 7.8% 7.8% 7.5% 7.0% 37.5%/ $14.1 7.8% 7.8% 7.9% 7.5% 7.0% 50.0%/ $18.7 7.8% 7.8% 7.9% 7.6% 7.0% 62.5%/ $23.4 7.8% 7.8% 8.0% 7.6% 7.0% 75.0%/ $28.1 7.8% 7.9% 8.1% 7.6% 7.0% 87.5%/ $32.8 7.8% 7.9% 8.1% 7.7% 7.0% 100.0%/ $37.5 7.8% 7.9% 8.2% 7.7% 7.0% Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction Confidential DRAFT CMLP Distribution/LP Unit Accretion/(Dilution) - $ CMLP Breakeven Yield Assuming $20.0MM One Time Payment from Crestwood Holdings (1) CMLP Breakeven Yield Assuming $0.0MM One Time Payment from Crestwood Holdings (1) CMLP Breakeven Yield Assuming $10.0MM One Time Payment from Crestwood Holdings (1) |
![]() Pro Forma Impact of GP IDR Giveback 2 The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Financial Projections and the CMLP Management Sensitivity Case NRGM Management Financial Projections and the CMLP Management Sensitivity Case For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.9% 7.7% 8.1% 8.4% 8.4% 12.5%/ $2.1 7.9% 7.8% 8.1% 8.5% 8.4% 25.0%/ $4.2 7.9% 7.8% 8.2% 8.5% 8.4% 37.5%/ $6.2 7.9% 7.8% 8.2% 8.5% 8.4% 50.0%/ $8.3 7.9% 7.8% 8.2% 8.5% 8.4% 62.5%/ $10.4 7.9% 7.8% 8.3% 8.6% 8.4% 75.0%/ $12.5 7.9% 7.8% 8.3% 8.6% 8.4% 87.5%/ $14.6 7.9% 7.8% 8.3% 8.6% 8.4% 100.0%/ $16.7 7.9% 7.8% 8.3% 8.7% 8.4% For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.9% 7.8% 8.2% 8.5% 8.5% 12.5%/ $2.1 7.9% 7.8% 8.2% 8.5% 8.5% 25.0%/ $4.2 7.9% 7.8% 8.2% 8.6% 8.5% 37.5%/ $6.2 7.9% 7.8% 8.3% 8.6% 8.5% 50.0%/ $8.3 7.9% 7.8% 8.3% 8.6% 8.5% 62.5%/ $10.4 7.9% 7.8% 8.3% 8.6% 8.5% 75.0%/ $12.5 7.9% 7.8% 8.3% 8.7% 8.5% 87.5%/ $14.6 7.9% 7.8% 8.4% 8.7% 8.5% 100.0%/ $16.7 7.9% 7.8% 8.4% 8.7% 8.5% For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E ($0.10) ($0.14) ($0.05) $0.03 $0.04 0.0%/ $0.0 ($0.10) ($0.14) ($0.05) $0.03 $0.04 12.5%/ $2.1 (0.10) (0.14) (0.04) 0.04 0.04 25.0%/ $4.2 (0.10) (0.13) (0.03) 0.05 0.04 37.5%/ $6.2 (0.10) (0.13) (0.03) 0.05 0.04 50.0%/ $8.3 (0.10) (0.13) (0.02) 0.06 0.04 62.5%/ $10.4 (0.10) (0.13) (0.01) 0.07 0.04 75.0%/ $12.5 (0.10) (0.13) (0.01) 0.07 0.04 87.5%/ $14.6 (0.10) (0.13) 0.00 0.08 0.04 100.0%/ $16.7 (0.10) (0.13) 0.01 0.09 0.04 For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.8% 7.7% 8.1% 8.4% 8.4% 12.5%/ $2.1 7.8% 7.7% 8.1% 8.4% 8.4% 25.0%/ $4.2 7.8% 7.7% 8.1% 8.4% 8.4% 37.5%/ $6.2 7.8% 7.7% 8.1% 8.5% 8.4% 50.0%/ $8.3 7.8% 7.7% 8.2% 8.5% 8.4% 62.5%/ $10.4 7.8% 7.7% 8.2% 8.5% 8.4% 75.0%/ $12.5 7.8% 7.7% 8.2% 8.5% 8.4% 87.5%/ $14.6 7.8% 7.7% 8.3% 8.6% 8.4% 100.0%/ $16.7 7.8% 7.7% 8.3% 8.6% 8.4% Confidential DRAFT Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction (1) Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings CMLP Distribution/LP Unit Accretion/(Dilution) - $ CMLP Breakeven Yield Assuming $20.0MM One Time Payment from Crestwood Holdings (1) CMLP Breakeven Yield Assuming $0.0MM One Time Payment from Crestwood Holdings (1) CMLP Breakeven Yield Assuming $10.0MM One Time Payment from Crestwood Holdings (1) |
![]() Pro Forma Impact of GP IDR Giveback 3 NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 ($0.10) ($0.18) ($0.12) ($0.03) $0.02 12.5%/ $2.8 (0.10) (0.18) (0.11) (0.02) 0.02 25.0%/ $5.6 (0.10) (0.18) (0.10) (0.01) 0.02 37.5%/ $8.4 (0.10) (0.18) (0.09) 0.00 0.02 50.0%/ $11.2 (0.10) (0.18) (0.09) 0.01 0.02 62.5%/ $14.0 (0.09) (0.17) (0.08) 0.02 0.02 75.0%/ $16.8 (0.09) (0.17) (0.07) 0.03 0.02 87.5%/ $19.6 (0.09) (0.17) (0.07) 0.04 0.02 100.0%/ $22.4 (0.09) (0.17) (0.06) 0.05 0.02 For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.8% 7.5% 7.8% 8.1% 8.3% 12.5%/ $2.8 7.8% 7.5% 7.8% 8.2% 8.3% 25.0%/ $5.6 7.8% 7.5% 7.8% 8.2% 8.3% 37.5%/ $8.4 7.9% 7.5% 7.9% 8.3% 8.3% 50.0%/ $11.2 7.9% 7.5% 7.9% 8.3% 8.3% 62.5%/ $14.0 7.9% 7.5% 7.9% 8.3% 8.3% 75.0%/ $16.8 7.9% 7.5% 8.0% 8.4% 8.3% 87.5%/ $19.6 7.9% 7.5% 8.0% 8.4% 8.3% 100.0%/ $22.4 7.9% 7.6% 8.0% 8.4% 8.3% For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.9% 7.6% 7.8% 8.2% 8.4% 12.5%/ $2.8 7.9% 7.6% 7.9% 8.2% 8.4% 25.0%/ $5.6 7.9% 7.6% 7.9% 8.3% 8.4% 37.5%/ $8.4 7.9% 7.6% 7.9% 8.3% 8.4% 50.0%/ $11.2 7.9% 7.6% 7.9% 8.3% 8.4% 62.5%/ $14.0 7.9% 7.6% 8.0% 8.4% 8.4% 75.0%/ $16.8 7.9% 7.6% 8.0% 8.4% 8.4% 87.5%/ $19.6 7.9% 7.6% 8.0% 8.5% 8.4% 100.0%/ $22.4 7.9% 7.6% 8.1% 8.5% 8.4% For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.9% 7.6% 7.9% 8.2% 8.4% 12.5%/ $2.8 7.9% 7.6% 7.9% 8.3% 8.4% 25.0%/ $5.6 8.0% 7.6% 7.9% 8.3% 8.4% 37.5%/ $8.4 8.0% 7.6% 8.0% 8.4% 8.4% 50.0%/ $11.2 8.0% 7.6% 8.0% 8.4% 8.4% 62.5%/ $14.0 8.0% 7.6% 8.0% 8.4% 8.4% 75.0%/ $16.8 8.0% 7.6% 8.1% 8.5% 8.4% 87.5%/ $19.6 8.0% 7.7% 8.1% 8.5% 8.4% 100.0%/ $22.4 8.0% 7.7% 8.1% 8.6% 8.4% Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction (1) Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings Confidential DRAFT Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction CMLP Distribution/LP Unit Accretion/(Dilution) - $ CMLP Breakeven Yield Assuming $20.0MM One Time Payment from Crestwood Holdings (1) CMLP Breakeven Yield Assuming $0.0MM One Time Payment from Crestwood Holdings (1) CMLP Breakeven Yield Assuming $10.0MM One Time Payment from Crestwood Holdings (1) The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Sensitivity Case and the CMLP Management Sensitivity Case |
![]() Note: Total GP IDR Giveback includes 12 quarters immediately proceeding the closing date of the Proposed Transaction (1) Standalone projected unit price adjusted for $0.41 per unit cash consideration from the Proposed Transaction and additional One Time Payment from Crestwood Holdings Pro Forma Impact of GP IDR Giveback 4 NRGM Management Sensitivity Case and the CMLP Management Financial Projections Summary Pro Forma Impact of Certain Potential Adjustments to the Proposed Transaction For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 ($0.13) ($0.20) ($0.23) ($0.30) ($0.38) 12.5%/ $5.4 (0.13) (0.20) (0.21) (0.28) (0.38) 25.0%/ $10.8 (0.13) (0.19) (0.20) (0.27) (0.38) 37.5%/ $16.2 (0.13) (0.18) (0.18) (0.26) (0.38) 50.0%/ $21.6 (0.13) (0.18) (0.16) (0.24) (0.38) 62.5%/ $27.0 (0.13) (0.17) (0.14) (0.23) (0.38) 75.0%/ $32.5 (0.13) (0.16) (0.13) (0.21) (0.38) 87.5%/ $37.9 (0.13) (0.16) (0.11) (0.20) (0.38) 100.0%/ $43.3 (0.13) (0.15) (0.09) (0.19) (0.38) For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.7% 7.5% 7.4% 7.3% 7.1% 12.5%/ $5.4 7.7% 7.5% 7.5% 7.3% 7.1% 25.0%/ $10.8 7.7% 7.5% 7.5% 7.4% 7.1% 37.5%/ $16.2 7.7% 7.5% 7.6% 7.4% 7.1% 50.0%/ $21.6 7.7% 7.6% 7.7% 7.5% 7.1% 62.5%/ $27.0 7.7% 7.6% 7.7% 7.5% 7.1% 75.0%/ $32.5 7.7% 7.6% 7.8% 7.5% 7.1% 87.5%/ $37.9 7.7% 7.6% 7.8% 7.6% 7.1% 100.0%/ $43.3 7.7% 7.7% 7.9% 7.6% 7.1% For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.8% 7.5% 7.5% 7.3% 7.1% 12.5%/ $5.4 7.8% 7.5% 7.5% 7.4% 7.1% 25.0%/ $10.8 7.8% 7.6% 7.6% 7.4% 7.1% 37.5%/ $16.2 7.8% 7.6% 7.7% 7.4% 7.1% 50.0%/ $21.6 7.8% 7.6% 7.7% 7.5% 7.1% 62.5%/ $27.0 7.8% 7.6% 7.8% 7.5% 7.1% 75.0%/ $32.5 7.8% 7.7% 7.8% 7.6% 7.1% 87.5%/ $37.9 7.8% 7.7% 7.9% 7.6% 7.1% 100.0%/ $43.3 7.8% 7.7% 8.0% 7.7% 7.1% For the Years Ending December 31, 2013E 2014E 2015E 2016E 2017E 0.0%/ $0.0 7.8% 7.6% 7.5% 7.4% 7.2% 12.5%/ $5.4 7.8% 7.6% 7.6% 7.4% 7.2% 25.0%/ $10.8 7.8% 7.6% 7.6% 7.4% 7.2% 37.5%/ $16.2 7.8% 7.6% 7.7% 7.5% 7.2% 50.0%/ $21.6 7.8% 7.7% 7.8% 7.5% 7.2% 62.5%/ $27.0 7.8% 7.7% 7.8% 7.6% 7.2% 75.0%/ $32.5 7.8% 7.7% 7.9% 7.6% 7.2% 87.5%/ $37.9 7.8% 7.7% 7.9% 7.7% 7.2% 100.0%/ $43.3 7.8% 7.8% 8.0% 7.7% 7.2% Confidential DRAFT CMLP Distribution/LP Unit Accretion/(Dilution) - $ CMLP Breakeven Yield Assuming $20.0MM One Time Payment from Crestwood Holdings (1) CMLP Breakeven Yield Assuming $0.0MM One Time Payment from Crestwood Holdings (1) CMLP Breakeven Yield Assuming $10.0MM One Time Payment from Crestwood Holdings (1) The following sets forth the impact on pro forma distribution per unit and resulting break even yield for CMLP unitholders assuming various levels of a GP IDR Giveback assuming the NRGM Management Sensitivity Case and the CMLP Management Financial Projections |