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Spectra presentation 13
- 1. Citi’s 2013 MLP/ Midstream Infrastructure Conference August 21-22, 2013 Las Vegas, Nevada Spectra Energy Partners: Moving Ahead, Building Value
- 2. Spectra Energy Partners| R Safe Harbor Statement Some of the statements in this document concerning future company performance will be forward-looking within the meanings of the securities laws. Actual results may materially differ from those discussed in these forward-looking statements, and you should refer to the additional information contained in Spectra Energy Partners’ 10-K and other filings made with the SEC concerning factors that could cause actual results to be different than those contemplated in today's discussion. Reg G Disclosure In addition, today’s discussion includes certain non-GAAP financial measures as defined under SEC Regulation G. A reconciliation of those measures to the most directly comparable GAAP measures is available on Spectra Energy Partners’ Investor Relations website at www.spectraenergypartners.com. 2
- 3. Spectra Energy Partners| R Business Overview 3 Growth-Oriented Master Limited Partnership • Interstate pipelines & storage • Fee-based, stable cash flow business • No direct commodity exposure • Acquisition of all remaining U.S. transmission, storage, and liquids assets from Spectra Energy by year-end diversifies the portfolio • Estimated 9% annual distribution growth through 2015 Our Strategy for Growth • Strategic 3rd party acquisitions • Organic growth • Drop-downs
- 4. Spectra Energy Partners| R NYSE: SEP • East Tennessee Natural Gas • Ozark Gas Transmission • Big Sandy Pipeline • Saltville Gas Storage Spectra Energy Partners’ Asset Structure Gas Transportation & Storage Equity Investments 4 • Express-Platte Pipeline System (50% Interest) • Gulfstream Natural Gas System (49% Interest) • Maritimes & Northeast US (38.76% Interest) • Market Hub Partners Storage (50% Interest)
- 5. Spectra Energy Partners| R Express-Platte Pipeline System Drop-down Drop-down of 50% of Express-Platte closed August 2 • $410 million in cash(Includes the effect of customary closing purchase price adjustments) • $319 million in newly issued units to the general partner • $129 million in acquired Express-Platte debt Enhances SEP’s profile of steady, fee-based cash flows • Fee-based revenues with annual rate escalators and no direct commodity price exposure • Expands SEP’s reach into the Western U.S. & Canadian crude oil supply regions and Midwest markets and refiners 5 Express Platte Size: 785 mile, 24” pipe 932 mile, 20” pipe Nameplate Capacity: Hardisty, Alberta – Casper, WY 280,000 Bbl/d Casper, WY – Guernsey WY 164,000 Bbl/d Guernsey, WY – Wood River, IL 145,000 Bbl/d Current Utilization: 80% 100% Storage Capacity: 1.4 MMBbl, 10 tanks 3.4 MMBbl, 34 tanks Supplies Accessed: Alberta Alberta, Bakken, Niobrara Markets Served: Rockies / PADD 4 Midwest / PADD 2 Express-Platte Pipeline System Hardisty Casper Wood River Guernsey Express Pipeline Platte Pipeline
- 6. Spectra Energy Partners| R Drop-down of Spectra Energy’s Remaining U.S. Transmission, Storage & Liquids Assets • Definitive Agreement signed August 5th – expected close by year-end • Transforms SEP into one of the largest fee-based MLPs in the U.S. • Expands SEP’s profile of steady, fee-based cash flows with an outstanding portfolio of natural gas, storage and liquids transportation revenues • Accelerates drop-down of crude oil and NGL pipeline assets • Future growth through 2020 with ~$8 billion in organic growth opportunities • Estimated 9% annual distribution growth through 2015 Expected 3 cent per unit increase in the quarterly distribution to be paid in 1Q14 Expected 1 cent per unit quarterly increases thereafter 6
- 7. Spectra Energy Partners| R Transaction Overview Total Consideration SEP units: • 172 million LP units • 3.5 million GP units Cash: $2.2 billion from SEP debt issuance – will be used to pay down SE debt Debt: $2.5 billion existing asset level debt assumed by SEP 2014e Incremental EBITDA: $1.2 billion EBITDA Multiple: 9.3x assuming trailing 10-day VWAP from June 11 drop-down announcement ($36.12/share) 7
- 8. Spectra Energy Partners| R Assets Included in the Drop-down 8 Natural Gas Transmission & Storage • Texas Eastern Transmission (100%) • Algonquin Gas Transmission (100%) • An additional 38.77% of Maritimes & Northeast Pipeline, L.L.C. (M&N US), for a total of 77.5% • An additional 1% of Gulfstream Natural Gas System , for a total of 50% • 50% of Southeast Supply Header (~25% by year-end; remaining 25% one year later) • Bobcat Gas Storage (100%) • The remaining 50% of Market Hub Partners, for a total of 100% • 50% of Steckman Ridge Liquids • The remaining 50% of Express-Platte Pipeline System, for a total of 100% • SE’s 33.3% interest in Sand Hills Pipeline • SE’s 33.3% interest in Southern Hills Pipeline
- 9. Spectra Energy Partners| R Spectra Energy Partners: Pro Forma Financial Profile 9 Spectra Energy Partners: 2014e EBITDA: ~$1.48 billion 2014e maintenance capex: ~$300 million 2014e interest expense: ~$250 million 2014e CAD: ~$900 million Distribution growth: • One time $0.03 increase paid in 1Q14 • $0.01/quarter increase thereafter • ~9% CAGR, 2013 - 2015 Targeted distribution coverage: 1.05x – 1.15x Expected credit rating: Investment grade Spectra Energy’s ownership of SEP on closing: ~84%, including 2% GP interest $2.02 $2.25 $2.41 0.00 0.25 0.50 0.75 1.00 1.25 1.50 1.75 2.00 2.25 2.50 2013e 2014e 2015e SEP Distributions as Paid ($/unit) +11%
- 10. Spectra Energy Partners| R ~$20B SEP Enterprise Value Enhancing Value for SEP Investors 10 Premier asset footprint provides competitive advantage & springboard to growth Including Sabal Trail (Florida), OPEN, AIM & Kingsport projects SEP investors will continue to benefit from distribution growth as well as attractive returns Solid base businesses Our Value Proposition continues to create value for SEP investors: ~$1.5B Unit price appreciation since 3Q12 ~$8B Organic growth opportunities through 2020 9% Distribution growth CAGR Significant growth opportunities Track record of consistent and growing quarterly distributions Strong distribution growth 23 Consecutive quarterly distribution increases
- 11. Download the IRApp: R Appendix A: Spectra Energy’s U.S. Transmission, Storage & Liquids Assets & Growth Opportunities
- 12. Spectra Energy Partners| R Assets included in Drop-down % Included Pipeline Miles / Storage Capacity Natural Gas Transmission & Storage Texas Eastern 100% 9,000 / 75 Bcf Algonquin 100% 1,126 Maritimes & Northeast US 38.77% 338 Southeast Supply Header 50% 286 Gulfstream 1% 745 Bobcat Storage 100% 14 Bcf Market Hub Partners 50% 51 Bcf Steckman Ridge 50% 12 Bcf Liquids Express-Platte System 50% 1,717 / 4.8 MMBbl Southern Hills 33.3% 800 Sand Hills 33.3% 720 Asset Overview SE’s U.S. Transmission, Storage & Liquids Assets Note: Drop-down of Spectra Energy’s U.S. transmission, storage & liquids assets is expected to close by year-end 12
- 13. Spectra Energy Partners| R FP&L’s Florida Pipeline Project Sabal Trail Transmission 13 Gulfstream Central Florida Hub SESH • Spectra Energy selected by FP&L in a highly competitive RFP process • Major natural gas pipeline to fuel growth in the Southeast – 465-mile, 1 Bcf/d, greenfield pipeline in Alabama, Georgia & Florida – Joint venture with NextEra – Creates new Central Florida Hub which interconnects with Gulfstream • Provides multiple options to access shale gas supplies 465 miles of greenfield pipe Texas Eastern Sabal Trail Transmission Cap Ex: ~$3.0B (100% of project) In Service: 1H17 Contracts: FP&L, 25 years Additional contracts expected from other third parties
- 14. Spectra Energy Partners| R Ohio Pipeline Energy Network OPEN Project 14 • Linking emerging supplies from the Utica and Marcellus shales to markets from the Northeast to the Gulf Coast region – 73 mile greenfield pipeline in Ohio, connecting to Texas Eastern – Provides 550 MMcf/d to customers in Ohio and the Gulf Coast • Demonstrates flexibility of Texas Eastern’s strategically located footprint to respond to changing market dynamics Cap Ex: $500 MM In Service: 2H15 Contracts: 2 anchor shippers including Chesapeake Energy Marketing, 15 years
- 15. Spectra Energy Partners| R Algonquin Incremental Market Expansion AIM Project 15 • Moving Marcellus supplies along the Algonquin system to constrained, high demand New England market – Expansion of existing system with added take up, relay and horsepower – Providing more than 300 MMcf/d of additional capacity Cap Ex: $850 MM In Service: 2H16 Contracts: UIL Holdings, 15 years Northeast Utilities, 15 years National Grid, 15 years
- 16. Spectra Energy Partners| R Kingsport Projects 16 Purpose: Provides additional firm transportation capacity to support supply diversity for Eastman Chemical Company’s power generation facility in Kingsport, Tennessee Project Scope: 25 Mmcf/d of firm capacity – in-service: 4Q13 61 Mmcf/d of firm capacity – in-service: 1Q15 CapEx: $120 MM Customers: Eastman Chemical Company (25 years) Project Status: Executed precedent agreement Jan 2013 Expect FERC filing Aug 2013 Facilities: Replacing 5.8 miles of 8” pipe with 24” pipe on East Tennessee 5.4 miles of new pipeline loop and 4.1 miles of new 16” pipeline expansion Various Glade Spring station modifications
- 17. Spectra Energy Partners| R Liquids - Southern Hills and Sand Hills Pipelines • Provides Permian and Eagle Ford shippers with NGL transportation service to Gulf Coast markets • Provides Mid-Continent shippers NGL transportation service to Mont Belvieu market • ~350 MBpd of capacity, expansion to 525 MBpd • Ownership — Joint ownership among DCP, SE and PSX • Sand Hills — In-service Jun 2013 • Southern Hills — In-service Jun 2013 17 Southern Hills Pipeline Conway Mont Belvieu Gas processing plant Shale gas formations Under construction Sand Hills Pipeline
- 18. Download the IRApp: R Appendix B: Financial and Other Information
- 19. Spectra Energy Partners| R Revenue Profile Six months ended June 30, 2013 19 (1) Includes revenues at 100% from East Tennessee, Saltville, Ozark and Big Sandy Six Months Ended June 30, 2013 ($ MM, unaudited) Revenues @ 100% SEP Ownership% SEP Share of Revenues Spectra Energy Partners(1) $ 117.8 100% $ 117.8 Gulfstream Natural Gas Pipeline $ 136.0 49% $ 66.6 Market Hub Partners - Storage $ 49.0 50% $ 24.5 M&N Pipeline US $ 83.0 38.76% $ 32.2 Total $ 241.1 SEP Gas Transportation and Storage(1) Gulfstream Natural Gas Pipeline (49% Interest) MHP Storage (50% Int.) M&N Pipeline US (38.76% interest)
- 20. Spectra Energy Partners| R 2Q13 Earnings Summary ($MM) 2Q13 2Q12 YTD 2Q13 YTD 2Q12 Operating Revenues $ 56.9 $ 58.7 $ 117.8 $ 120.6 Operating Expenses 30.7 27.6 58.5 56.4 Operating Income 26.2 31.1 59.3 64.2 Equity Earnings 30.3 23.8 61.0 51.2 Interest Income and Other 0.5 0.1 0.7 0.1 Interest Expense 7.4 7.7 15.0 15.4 Earnings Before Income Taxes $ 49.6 $ 47.3 $ 106.0 $ 100.1 Income Tax Expense 0.3 0.4 0.8 0.8 Net Income $ 49.3 $ 46.9 $ 105.2 $ 99.3 20
- 21. Spectra Energy Partners| R 2Q13 Cash Available for Distribution 21 YTD YTD ($MM) 2Q13 2Q12 2Q13 2Q12 Adjusted EBITDA $ 35.7 $ 40.4 $ 78.2 $ 82.8 ADD: Cash available from equity investments Gulfstream – 49% 19.8 18.9 39.3 38.5 Market Hub Partners – 50% 6.9 10.5 17.2 24.0 M&N US – 38.76%(1) 6.4 – 16.1 – LESS: Interest expense (net) 7.4 7.7 15.0 15.4 Maintenance capital expenditures 5.9 9.2 7.5 10.9 Other (0.1) (0.2) (0.2) (0.3) Cash Available for Distribution $ 55.6 $ 53.1 $ 128.5 $ 119.3 (1) M&N US results reflect the 38.76% acquisition as of October 31, 2012
- 22. Spectra Energy Partners| R Financial Position 22 • Investment grade credit ratings – S&P (BBB), Fitch (BBB), Moody’s (Baa3) Debt Balance $ 1.0 billion Debt / EBITDA(1) 3.1x Interest Coverage(2) 10.8x Available Liquidity $ 378 million Other Investments(3) $ 320 million Credit Metrics Summary (6/30/13) (1) Calculated in accordance with the SEP Credit Agreement. (2) Interest coverage shown for informational purposes only, as metric is not a financial covenant in the SEP Credit Agreement. Calculated using EBITDA as defined in the SEP Credit Agreement. (3) Includes portion of the net proceeds from equity issuance in November 2012 which will be used to fund capital expenditures and acquisitions.
- 23. Spectra Energy Partners| R Debt and Available Liquidity 23 Spectra Energy Partners ($MM, unaudited) June 30, 2013 December 31, 2012 Commercial Paper $ 324 $ 336 MHP Demand Note(1) 16 17 East Tennessee Notes Payable (3.1%; matures 2024) 200 200 Unsecured 5 year Note (2.95%; matures 2016) 250 250 Unsecured 10 year Note (4.60%; matures 2021) 250 250 Total Debt $ 1,040 $ 1,053 Credit Facility Capacity ($700MM; LIBOR+117 bps; matures 2016) $ 700 $ 700 – Credit Facility Drawings – – – Commercial Paper 324 336 – MHP Demand Note(1) 16 17 +Cash and Cash Equivalents 18 20 Available Liquidity $ 378 $ 367 Other Investments(2) $ 320 $ 141 (1) “MHP Demand Note” is reported as “Note Payable – Affiliates” in the Consolidated Balance Sheets. (2) Includes portion of the net proceeds from equity issuances in November 2012 and April 2013 which may only be used to fund capital expenditures and acquisitions
- 24. Spectra Energy Partners| R Gulfstream Debt 24 (1) Gulfstream is accounted for on the equity method of accounting, as such its debt is not consolidated on the SEP balance sheet. Gulfstream Natural Gas System, LLC Debt (1) June 30, 2013 100% 49% Unsecured 15 year note (5.56%; due 2015) $ 500 $ 245 Unsecured 25 year note (6.19%; due 2025) 350 172 Unsecured 7 year note (6.95%; due 2016) 300 147 Total Debt $1,150 $ 564 ($ MM, unaudited)
- 25. Spectra Energy Partners| R M&N US Debt 25 (1) M&N US is accounted for on the equity method of accounting, as such its debt is not consolidated on the SEP balance sheet. (2) M&N US amortizing debt payments will be a reduction to 2nd & 4th quarter 2013 cash available for distribution and is reflected in SEP’s 2013 Outlook. Maritimes & Northeast Pipeline, LLC Debt(1) June 30, 2013 100% 38.76% Unsecured 5 year notes (7.5%; due 2014) $ 420 $ 163 Total Debt $ 420 $ 163 ($ MM, unaudited) Maritimes & Northeast Pipeline, LLC Payments(2) 2013 Amortizing Debt Payments 100% 38.76% 2nd Quarter 2013 $ 8.8 $ 3.4 4th Quarter 2013 8.8 3.4 Total Amortization Debt Payments $ 17.6 $ 6.8
- 26. Spectra Energy Partners| R Proportional Asset Level Debt to be Dropped to SEP 26 As of 6/30/13 $ Drop ($MM) Rate Maturity Algonquin Gas Transmission $350 3.5% 2024 Texas Eastern Transmission, LP $400 6.0% 2017 $300 4.1% 2020 $500 2.8% 2022 $450 7.0% 2032 Express-Platte Pipeline $49.5 6.1% 2020 $49.5 7.4% 2013-2017 Maritimes & Northeast Pipeline LP $162.9 7.5% 2013-2014 Total Debt – On Balance Sheet $2,261.9 Southeast Supply Header $187.5 4.9% 2014 Gulfstream $5 5.6% 2015 $3.5 6.2% 2015 $3 7.0% 2016 Total Debt – Off Balance Sheet $199 Total Debt $2,460.9
- 27. Spectra Energy Partners,LP Non-GAAP Reconciliation for SEC Regulation G EBITDA The materials included for Spectra Energy Partners include discussions of adjusted Earnings Before Interest, Taxes and Depreciation and Amortization (EBITDA), a non-GAAP financial measure. The most directly comparable GAAP measure for adjusted EBITDA, on a historical basis, is net income plus, as applicable, interest expense, income taxes, and depreciation and amortization, less equity in earnings of Gulfstream, Market Hub Partners and M&N US, interest income, and other income and expenses. The most directly comparable GAAP measure for EBITDA, for both an incremental and a projected 2014 basis after giving effect to the completion of the dropdown of Spectra Energy’s remaining U.S. transmission, storage and liquids assets to Spectra Energy Partners, is net income plus net interest expense and depreciation and amortization. CAD The materials included for Spectra Energy Partners include discussions of cash available for distribution (CAD), a non-GAAP financial measure. The most directly comparable GAAP measure for CAD, on a historical basis, is adjusted EBITDA plus CAD for Gulfstream, Market Hub and M&N US, and net preliminary project costs, less interest expense, cash paid for income taxes, maintenance capital expenditures, excluding the impact of reimbursable projects, and other non-cash items affecting net income. CAD for Gulfstream and Market Hub is defined on a consistent basis with Spectra Energy Partners. CAD for M&N US includes an adjustment for amortizing bond prepayments. The most directly comparable GAAP measure for CAD, for a projected 2014 basis after giving effect to the completion of the dropdown of Spectra Energy’s remaining U.S. transmission, storage and liquids assets to Spectra Energy Partners, is net income plus net interest expense, depreciation and amortization, and distributions from unconsolidated affiliates, net of equity earnings, less interest expense, maintenance capital expenditures, other income and expenses, and net income attributable to noncontrolling interest.
- 28. Spectra Energy Partners Reconciliationof Non-GAAP "Adjusted EBITDA" and "Cash Available for Distribution" (Unaudited) (In millions) 2013 2012 2013 2012 Net income 49.3$ 46.9$ 105.2$ 99.3$ Add: Interest expense 7.4 7.7 15.0 15.4 Income tax expense 0.3 0.4 0.8 0.8 Depreciation and amortization 9.5 9.3 18.9 18.6 Less: Equity in earnings of Gulfstream 16.9 14.5 32.2 29.8 Equity in earnings of Market Hub 6.4 9.3 15.1 21.4 Equity in earnings of M&N US 7.0 - 13.7 - Interest income 0.3 - 0.4 - Other income and expenses, net 0.2 0.1 0.3 0.1 Adjusted EBITDA 35.7 40.4 78.2 82.8 Add: Cash Available for Distribution from Gulfstream 19.8 18.9 39.3 38.5 Cash Available for Distribution from Market Hub 6.9 10.5 17.2 24.0 Cash Available for Distribution from M&N US 6.4 - 16.1 - Preliminary project costs, net - - - - Less: Interest expense 7.4 7.7 15.0 15.4 Cash paid for income tax expense - - - - Maintenance capital expenditures 5.9 9.2 7.5 10.9 Other (0.1) (0.2) (0.2) (0.3) Cash Available for Distribution 55.6$ 53.1$ 128.5$ 119.3$ Three Months Ended Six Months Ended June 30, June 30,
- 29. Gulfstream (Unaudited) (In millions) 2013 20122013 2012 Net income 34.6$ 29.6$ 65.8$ 60.8$ Add: Interest expense 17.6 17.7 35.1 35.2 Depreciation and amortization 9.0 8.9 17.9 17.8 Adjusted EBITDA - 100% 61.2 56.2 118.8 113.8 Add: Preliminary project costs, net (2.9) 0.1 (2.5) 0.4 Less: Interest expense 17.6 17.7 35.1 35.2 Maintenance capital expenditures 0.1 0.2 0.9 0.5 Cash Available for Distribution - 100% 40.6$ 38.4$ 80.3$ 78.5$ Adjusted EBITDA - 49.0% 30.0$ 27.6$ 58.2$ 55.8$ Cash Available for Distribution - 49.0% 19.8$ 18.9$ 39.3$ 38.5$ Reconciliation of Non-GAAP "Adjusted EBITDA" and "Cash Available for Distribution" Three Months Ended Six Months Ended June 30, June 30,
- 30. Market Hub (Unaudited) (In millions) 20132012 2013 2012 Net income 12.6$ 18.7$ 30.1$ 42.9$ Add: Interest expense (benefit) - - - (0.1) Income tax expense - (0.1) 0.1 - Depreciation and amortization 2.9 2.9 5.8 5.7 Less: Interest income - 0.1 - 0.1 Other income and expenses, net 0.4 - 0.4 - Adjusted EBITDA - 100% 15.1 21.4 35.6 48.4 Less: Interest expense (benefit) - - - (0.1) Cash paid for income tax expense - - - - Maintenance capital expenditures 1.3 0.4 1.3 0.5 Cash Available for Distribution - 100% 13.8$ 21.0$ 34.3$ 48.0$ Adjusted EBITDA - 50% 7.5$ 10.7$ 17.8$ 24.2$ Cash Available for Distribution - 50% 6.9$ 10.5$ 17.2$ 24.0$ Reconciliation of Non-GAAP "Adjusted EBITDA" and "Cash Available for Distribution" Three Months Ended Six Months Ended June 30, June 30,
- 31. Maritimes & NortheastPipeline (Unaudited) (In millions) 2013 2012(a) 2013 2012(a) Net income 18.2$ -$ 35.4$ -$ Add: Interest expense 9.7 - 19.3 - Income tax expense - - - - Depreciation and amortization 6.5 - 12.9 - Adjusted EBITDA - 100% 34.4 - 67.6 - Less: Interest expense 9.7 - 19.3 - Cash paid for amortizing bond payments 8.8 - 8.8 - Cash paid for income tax expense (0.1) - (0.1) - Maintenance capital expenditures 1.2 - 1.2 - Other (b) (1.9) - (3.2) - Cash Available for Distribution - 100% 16.7$ -$ 41.6$ -$ Adjusted EBITDA - 38.76% (a) 13.3$ -$ 26.2$ -$ Cash Available for Distribution - 38.76% (a) 6.4$ -$ 16.1$ -$ (a) M&N US results reflect October 31, 2012 acquisition, and no (0%) ownership preceding that date. (b) Amortization of Loss on Reacquired Debt Reconciliation of Non-GAAP "Adjusted EBITDA" and "Cash Available for Distribution" Three Months Ended Six Months Ended June 30, June 30,
- 32. Spectra Energy Partners, LP Reconciliation of Non‐GAAP "Projected EBITDA" and "Projected Cash Available for Distribution" Reconciliation of Non‐GAAP "Projected Incremental EBITDA" (Unaudited) (In millions) Projected 2014 Projected Net Income 950$ Add: Interest expense, net 240 Depreciation and amortization290 Projected EBITDA 1,480$ Add: Distributions from unconsolidated affiliates, net of equity earnings 5 Less: Interest expense, net 240 Maintenance capital expenditures 280 Other income and expense, net 50 Net income attributable to noncontrolling interest 15 Projected Cash Available for Distribution 900$ Projected Incremental Net Income 845$ Add: Interest expense, net 115 Depreciation and amortization 205 Projected Incremental EBITDA 1,165$ Note: The financial data used in developing these projections represent estimates based on historical experience and what are believed to be reasonable assumptions with respect to future events. Actual results may change as a result of the completion of the dropdown of Spectra Energy's remaining U.S. transmission, storage and liquids assets to Spectra Energy Partners. The resulting changes may be material.
- 33. Download the IRApp: R