NGL Energy Partners, LP Mike KrimbillChief Executive Officer & President Craig JonesChief Financial Officer Atanas AtanasovVice President & Treasurer High Sierra Energy, LP Jim BurkeChairman & Chief Executive Officer Nick AretakisChief Financial Officer David KehoeChief Operating Officer 2
This presentation may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. An extensive list of factors that can affect future results are discussed in the Partnership’s Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events. 3
4 Following the merger with High Sierra, NGL has a significant presence in the most prolific oil and natural gas shale plays in the country
MLP Equity Value Steady distribution growth to maximize unit holder return Enhance access to equity markets Projected to be 12-15% annually Strong common unit coverage Focused Growth EBITDA and DCF Stability / Predictability Financial Increase volumes for all segments in existing markets Expansion of services in new high growth basins / shale plays Pursue organic growth at low multiples, targeting +25% ROR Accretive acquisitions at attractive multiples 5 Emphasis on repeatable cash flows Target Retail pre-sales and customer deposits Ownership of assets / infrastructure Minimize commodity price risk through back-to-back transactions and hedging Maintain a conservative capital structure and low leverage Target Total Debt / EBITDA of 3.0x – 3.5x Maintain sufficient liquidity to provide for existing and future requirements Continue to improve access to debt and equity markets, positioning for investment grade rating
6 Strategically Located Assets Assets located in some of the most prolific natural gas and crude oil plays in the country Eagle Ford, Bakken, Niobrara and Marcellus shales Granite Wash, Wattenberg Field, Mississippian Lime, Pinedale Anticline and Jonah Fields Substantial NGL storage and terminals Emphasize asset ownership so able to capitalize on opportunities Large rail car fleet - +2500 cars Leading Service Provider with Significant Logistics Expertise Leading crude oil and condensate gatherer, transporter and marketer in the Midcontinent region Leading provider of NGL transportation services nationwide by railcar with an in-house dedicated logistics team Leading private terminal operator in the U.S. Sixth largest propane retailer Leading provider of water disposal and water recycling in the Rockies Geographically Diverse and Multiple Segments Reduces Risk Coast to Coast Retail operations and Terminal locations Four segments providing significant and diverse cash flows Scalable Business Model Water recycling technology can be implemented quickly at new facilities / locations Crude Oil Segment has grown from start-up to national presence through acquisition and organic growth Ability to add additional rail cars with low incremental expense Bolt-on retail assets to existing operations Experienced Management Team and Strong Private Equity Support Senior management team has an average of 30 years of industry experience Proven record of acquiring, operating and growing successful businesses Extensive integration experience Retail Tank OwnershipCompany owned tanks approximately 90% Conservative Balance Sheet Leverage at approximately 3.0x Significant Excess DCF to reduce debt and fund growth Significant borrowing capacity available
F OCUS ON S TABLE C ASH F LOWS Fee-Based EBITDA includes water segment revenues and terminal fees Water Segment A fee is charged on every barrel of water handled Terminal Throughput A fee is charged on each gallon moving thru the terminals Margin-Based EBITDA includes the Crude Oil and NGL Logistic segments as well as Retail Propane Margins for Crude Oil and NGLs are derived from purchase and sale transactions on a back-to-back basis Retail cost plus margin Volume stability and growth resulting from physical assets, long-standing customer and supplier relationships, and a focus on employee expertise / service Cost Plus EBITDA includes Wholesale Supply and Marketing and Pre-Sold Gallons Price to customer determined from cost of product plus storage, transportation, financing charge and margin 7
NGLEP has successfully acquired and integrated numerous companies and businesses over time Scalable business model with significant room for organic growth October 2010 –Combines NGL Supply and Hicks Gas May 2011 – Completes $84 million IPO October 2011 –Acquires OstermanPropane, one of largest independents in US November 2011 – Acquires SemStream, LP – 12 terminals –431 railcars – 3 million barrels of leased underground storage February 2012 – Acquires North American Propane; folds intoOstermanPropane January 2012 –Acquires Pacer Propane, one of largest independents on west coast May 2012 – Acquires DowneastEnergy April 2012 –Acquires Proflame and Global Propane 8 June 2012 –Merger With High Sierra Energy
W ATER S ERVICES P RO F ORMA A DJUSTED EBITDA - $42.1 MM 9
Anticline (Wyoming) Overview Treatment of oil and gas waste-water for recycling, clean water discharge, or disposal using a multi-patented process technology DJ Basin (Colorado) Overview Leading provider of oil and gas waste- water disposal services Recycling plants to sell water back to producers Mississippian Overview Water hauling and frac tank rental for third parties Assets include: 1 treatment & recycling plant in Wyoming 60,000bbls / day of recycling capacity 20,000bbls / day of discharge capacity 19 miles of pipeline for delivery of recycled water back to the field 1 deep injection well 3.5 MM bbls of water storage capacity Assets include: 7 water disposal facilities with 8 deep injection wells ~ 50,000bbls / day of current aggregate capacity First recycling plant added to existing disposal facility 2 nd recycling plant completed, pending final permitting Assets include: 50 owned tractor/trailers in service for hauling water in Kansas and Oklahoma 65 frac tanks Misc associated equipment for use in the completion and operation of wells 10
Demonstrated history of growing water volumes Water Segment operations are strategically located in prolific oil and gas plays with established production profiles and strong expectations for future drilling in crude oil shales Anticline in Wyoming: Pinedale Anticline: Large base of active wells. As of March 31, 2012, there were ~1,990 wells producing 53,400 bbls of water per day (1) Planned expansion into Jonah field: As of March 31, 2012, there were ~1,725 wells producing 11,100 bbls of water per day (1) DJ Basin in Colorado: Wattenberg Field: ~21,900 active wells as of March 31, 2012 and an increasing number of wells being permitted each year (1) Niobrara Shale: Significant recent horizontal drilling demonstrating promising results in Niobrara Nicholas in Midcontinent: Multiple conventional reservoirs with long-term producing assets Emerging Mississippian Lime and Granite Wash plays DJ Basin Water Volumes Anticline Water Volumes (1) Source: HPDI 11
Located in Pinedale, Wyoming, and sources water from wells in the Pinedale Anticline and Jonah natural gas fields Leading provider of treating, recycling, discharge and disposal services for oil and gas produced and frac flow back waste-water Consists of two water treatment plants - a recycling plant and a discharge plant Currently approximately 75% of water received is treated and redelivered back to the field, primarily through HSE’s nineteen mile pipeline system, with the remainder delivered by trucks Remaining 25% of received water is further treated to “ultra-clean” standards and discharged into the river Stable revenues generated from minimum volume deliver-or-pay contracts whereby customers are charged a fixed fee per barrel Successful growth story since 2006 Planned Expansion of pipeline for growth up to 25,000 barrels per day Strategic location and large, independent E&P clients Significant competitive advantages and growth opportunities 12
The Anticline Water Segment assets are strategically located in the core of the Pinedale Anticline, one of the top 5 largest natural gas fields in the US (1) Per barrel fees paid by the E&P companies to treat, clean and either dispose of the water associated with their drilling and production or recycle it and bring it back to the field for reuse in drilling operations Over 90% of the volumes being processed at the Anticline facility come from deliver-or-pay contracts whereby customers are charged a fixed fee per barrel of water These contracts are with the top E&P companies in the Pinedale Anticline AssetsArea Map Significant Fee-Based Cash Flow Sublette County Pinedale Jonah Wyoming _____________________ (1)Source: US Energy Information Administration. Pinedale Water Assets 13
Only full scale commercial water recycling and treatment facility in the Pinedale capable of handling the water needs of the producers in the area Pinedale region has limited private land availability for any potential competing facilities of size Geology in the area is not conducive to disposal wells Approximately 90% of volumes are deliver or pay contracts There are over 1,990 active wells producing 53,400 barrels per day of waste water in the Pinedale Anticline Wells drilled in the area utilize hydraulic fracking, which require 1- 3 million gallons of water per well, increasing the amount of waste water being generated in the area HSE’s services are critical in the Pinedale Anticline as a result of a strong emphasis on the part of E&P companies to safely dispose of this water and to reuse as much of it as possible The top 3 operators in the Pinedale formed an alliance with the BLM (1) to ensure responsible development in the Pinedale, with particular emphasis on water usage and disposal Specifically, the E&P companies have 2 critical concerns: Ensuring that the water both used and produced during the drilling process does not impact underground drinking water sources or wildlife habitats The ability to access water for drilling operations in an efficient, cost effective way through recycling and re-use Critical Service Offering in the AnticlineCompetitive Advantage Expansion of operations from the Pinedale down into the Jonah and emerging fields to the southwest of the Jonah As one moves southwest, the gas becomes richer The Pinedale averages 1,050 BTU gas The Jonah averages 1,150 BTU gas Primary Growth Opportunities _____________________ (1)Bureau of Land Management. Of the approximately 200,000 acres in the Pinedale, an estimated150,000 belong to the BLM. The majority of the mineral leases in the Pinedale underlie BLM surface land. 14
DJ B ASIN ( INCL. N IOBRARA ) W ATER S EGMENT Seven water disposal facilities located in the Wattenberg Field in the Denver-Julesburg Basin Current combined capacity of approximately 50,000 bbls / day Each facility has a receiving station, storage and pumping equipment and at least one 9,000 – 10,000 ft. deep injection well High producer demand for water services – facilities running at near capacity Estimates that HSWS disposes of approximately 80% of all produced water generated in and around Weld County, including 90% of all produced water sent to third party commercial disposal facilities Diverse revenue streams Per barrel water disposal fee charged to receive, process and dispose water in deep injection wells Resale of recycled water Contracts with Top Producers Over 100 customers with over 90% of volumes under long-term contracts Contracted with acreage dedications with a 4-year average remaining life Currently negotiating long-term minimum volume or acreage dedication contracts with additional producers in the basin Substantial Growth Opportunities Two additional disposal wells in 2012 and one new facility with planned completion in 2013 Significant additional growth expected from horizontal drilling in the Niobrara shale Additional recycling facilities planned (1) Source: HPDI 15
Assets are strategically located in the core of the DJ Basin - the Wattenberg Field in Weld County, CO Per barrel fee paid by E&P companies to receive, process and dispose of waste water into deep injection wells Also earn a fees for recycling water and delivering it back to the producers for reuse in drilling operations Given the high demand for water in the area and increased difficulty in sourcing new water, recycling is a key area of growth within this segment (and commands a higher margin) Contracts in place with three of the largest Niobrara producers, who comprise over 40% of the acreage in the play, to provide water disposal services, with approximately 75% of all producing wells using HSE facilities DJ Basin AssetsArea Map Significant Fee-Based Cash Flow Wyoming Colorado Nebraska Niobrara Shale Niobrara Water Assets 16
DJ B ASIN - S TRONG M ARKET P OSITION Currently the largest oil and gas waste water disposal business in Colorado Strategically located throughout Denver-Julesburg Basin Weld County Note: Larger circles illustrate larger disposal capacity Facilities and Disposal Capacity Apollo (Competitor) 1 – 1,000 bbls/day High Plains (Competitor) 1 – 2,600 bbls/day 2 – 1,700 bbls/day HSWS Existing & Under Construction C1 – 11,200 bbls/day (2 wells) C2 – 5,400 bbls/day (1 well) C3 – 6,700 bbls/day (1 well) C4 – 5,000 bbls/day (1 well) C6 – 5,500 bbls/day (1 well) C7 – 7,500 bbls/day (1 well) C8 – 7,500 bbls/day (est.) HSWS Planned Expansion C9 – 6,000 bbls/day (2013) C10 – 6,000 bbls/day (2014) C11 – 6000 bbls/day (2015) 17
Largest water disposal operation in the Niobrara play; operations are currently concentrated in the play’s core, the Wattenberg Field Currently disposes approximately 80% of all waste water generated in and around the Wattenberg Field The facilities run at near full capacity as a result of rapidly increased drilling Patented technology Over 1,000 wells drilled in 2011, with the majority of these wells drilled in the core of the play, the Wattenberg Field in Weld County, CO Drilling expected to exceed 1,500 wells per year by 2015 Frac jobs require 2 – 4 million gallons of water per well Water recycling services becoming increasingly important in coming years due to water sourcing and preservation concerns Currently, water is primarily obtained from municipalities Most other groundwater and surface water is designated for agriculture or subject to usage restrictions Critical Services in the DJ BasinCompetitive Advantage Continue to grow with largest current customers: 5 additional disposal wells planned through 2015, bringing total capacity to over 70,000 bbls per day 2 recycling facilities to allow for water re-use in the field Primary Growth Opportunities Provide water trucking services. Expand producer relationships, with an emphasis on Northern Weld County. Additional relationships will lead to additional disposal and recycling plants 18
_____________________ (1)Source: Wall Street Research. Water Needs in This AreaIRRs of Liquid Rich Plays (1) Wells in this area produce a significant amount of water Oklahoma is an oil & gas regulatory friendly state that understands the industry need for deep hole injection wells As the Mississippian play continues to expand, water from recycling will become and increasing source of water supply for drilling operations The largest water operation in the play through ownership of approximately 50 trucks and trailers and 67 frac tanks; approximately 40% – 50% larger than the number two provider in the play Two largest E&P customers have a total of 41 rigs drilling in the Mississippian and are the two most active in the play currently No direct commodity price exposure Extremely well positioned to grow operations along with the continued growth of the Mississippian play Competitive Position in the Mississippian Play Primary Growth Opportunities 19
C RUDE O IL L OGISTICS P RO F ORMA A DJUSTED EBITDA - $28.1 MM 20
Primarily focused on purchasing crude oil from producers at oil and gas wells throughout the Midcontinent, Rocky Mountain, and Gulf Coast regions, and transporting it for re-sale to a pipeline injection point, storage terminal, barge loading facility, rail facility, refinery, or trade hub Crude Segment also purchases natural gasoline and condensate from gas plants for re-sale Average volumes of approximately 60,000 barrels of crude oil per day Approximately 4,000 active lease locations, representing ~ 500 different producers or marketers Transportation logistics optimized through utilization of linear programming 20+ year track record of customer retention Additionally, transports NGLs and other hydrocarbons for third parties for a fixed-fee per barrel Expanding the rail and barge operations to grow volumes and enhance margins 21
C RUDE O IL L OGISTICS ( CONT.) Owned Truck or Common Carrier Truck Crude Oil Business Model Leased Railcars P P – Purchase Point S – Sales Point Purchase from ~4,000 active lease locations representing ~500 producers Average volumes of ~60,000 bbls/day Company owned or leased Barge Terminal Common Carrier Pipelines Cushing, OK or other trade hub Storage terminals in Rio Hondo, TX (owned) and Catoosa, OK (leased) Refinery S S S S S S 22
Purchase and sale transactions are entered into on a back-to-back basis As crude oil or NGLs are purchased, one or more sale transactions are entered into involving physical deliveries of crude oil or NGLs Purchase and sale contracts are each based on a commodity price index, typically set for a 30-day term for crude oil and up to one year for NGLs and renewed on an evergreen basis Financial hedges used for inter-month deliveries and for physical inventory Strict open position limits under Market Risk Policy Long-term relationships with high-quality suppliers and customers Credit department monitors counterparty exposure 23
NGL R AILCAR S EGMENT P RO F ORMA A DJUSTED EBITDA - $18.6 MM 24
NGL L OGISTICS (R AILCAR ) Transports and markets natural gas liquids (“NGLs”) to and from refiners, gas processors, propane wholesalers, petrochemical plants and other merchant users or wholesalers of NGLs Leading service provider, growing primarily through existing customer relationships with major refiners, petrochemical companies, and gas processors – in some cases up to 20 years Ability to combine knowledge of non-transparent markets with superior rail logistics, utilizing a 10 person team of logistics specialists who optimize margins by efficient use of rail cars NGL’s capabilities and knowledge of rail logistics have become an integral tool for large, integrated oil and gas companies who wish to outsource the product procurement and delivery process Nationwide service offering in each of the lower 48 states and Canada is a competitive advantage relative to competitors, many of which have regionally focused operations Utilization of terminal storage to take advantage of seasonal price differentials Volumes are largely comprised of propane, butane and asphalt Purchase and sale transactions are entered into on a back-to-back basis for matched aggregate exposure Average volumes of approximately 45,000 barrels per day from approximately 100 customers in 140 locations 25
NGL L OGISTICS (T ERMINALS ) P RO F ORMA A DJUSTED EBITDA - $11.8 MM 26
18 proprietary terminals serving over 300 customers 10 terminals with rail loading capability 5 multi-product terminals Railcar fleet of 431 pressure cars, growing to 600 by 4Q 2012, and 210 general purpose cars Automated truck loading and unloading facilities that operate 24 hours a day 16.5 million gallons above ground storage Terminal throughput of 419 million gallons of propane projected in 2012 – 2013 27
NGL L OGISTICS (W HOLESALE S UPPLY & M ARKETING ) P RO F ORMA A DJUSTED EBITDA - $18.5 MM 29
Extensive customer base with over 700 wholesale customers in 40 states Open access to 7 common carrier pipelines 880 million gallons of propane projected to be sold in 2012 18 proprietary owned terminals 165 million gallons of NGL leased storage capacity 30
R ETAIL P RO F ORMA A DJUSTED EBITDA - $69.7 MM 31
Approximately 280,000 customers 85 customer service locations 51 satellite distribution locations 90% tank ownership Pacer Propane Central Brantley Hicksgas Osterman North American Propane 145 million propane gallons 38 million distillate gallons Above ground storage capacity of approximately 8 million gallons Downeast Proflame Global Propane 32
Growth-oriented, diversified midstream MLP, with significant, stable cash flows to sustain consistent distribution increases and disciplined approach to leverage NGL has a significant presence in multiple energy segments Market leader in oil and gas field waste water treatment Gathers approximately 60,000 barrels of crude oil per day One of the five largest private terminal owner/operators, with 18 terminals in U.S. and Canada Over 2,500 leased rail cars hauling NGLs and crude oil 165 million gallons of underground leased storage, 16.5 million gallons of owned above-ground storage and eight million gallons of storage at retail district locations Top six propane and fuel oil retailer Over 1,700 employees 33
Enhances access to equity and debt markets, diversifying funding sources Significant excess cash flow to fund low multiple growth projects and reduce debt Improves credit metrics and accelerates investment grade rating Increased float promoting greater daily trading volume Water Segment provides leading position in rapidly expanding midstream market segment Increased penetration into domestic Shale Plays with more diverse set of services Addition of experienced, highly regarded midstream executive and operating management team Enhanced geographic and business line diversification 34
NGL EBITDA Contribution by Segment (1) High Sierra EBITDA Contribution by Segment (1) Combined EBITDA Contribution by Segment (1) Crude Oil Logistics Water Services NGL Logistics Retail _____________________ (1)Represents estimated pre-G&A segment EBITDA for the fiscal year ending 3/31/2013. NGL Logistics Crude Oil Logistics Water Services NGL Logistics Retail 35
P RO F ORMA F INANCIALS (N O G ROWTH C ASE ) 36
P RO -F ORMA C OMBINED EBITDA F ORECAST (in millions except per unit amounts) 37 _____________________ Note: Reflects full fiscal year 2013 (i.e. 12 month period ending 3/31/2013).
P RO -F ORMA C OMBINED D ISTRIBUTABLE C ASH F LOW F ORECAST (in millions except per unit amounts) 38 _____________________ Note: Reflects full fiscal year 2013 (i.e. 12 month period ending 3/31/2013). (1)Canadian income taxes, minority interest related to compression segment and removal of non-cash deferred gains on asset sales.
P RO F ORMA FY 2013 D EBT S CHEDULE (in millions) 39 _____________________ (1)Assumes debt paydowns occur at the end of the fiscal year and therefore do not impact interest expense until the following year.
P RO -F ORMA C OMBINED EBITDA G ROWTH F ORECAST (in millions except per unit amounts) 41 _____________________ (1)Assumes $150 million of acquisitions in FY 2013 and $200 million in each of FY 2014 and 2015. Acquisitions are assumed at a 5.0x EBITDA multiple and occur mid-year (i.e. only half of the EBITDA is realized in the year in which the acquisition occurs). Assumes 100% debt financing.
P RO -F ORMA C OMBINED D ISTRIBUTABLE C ASH F LOW G ROWTH F ORECAST (in millions except per unit amounts) 42 _____________________ (1)HSE's Canadian income taxes, minority interest related to compression segment and removal of non-cash deferred gains on asset sales. (2)Assumes $.05 per unit annualized distribution increase each quarter.