Tier One deal support.

1. Transaction Advisory Services
for The Energy Complex
March 2015

2. Overview

3. Navigant Consulting, Inc.
Business Description
Navigant Consulting, Inc. is a
specialized, independent
advisory firm that supports
companies, lenders,
institutional investors, legal
counsel, and government
agencies. The company focuses
on entities and industries
facing the challenges of
uncertainty, risk, distress and
significant change, and on the
issues driving these
transformations.
Ticker NCI (NYSE)
2014 Revenue $859.6 million
Professionals 2,500+
Headquarters Chicago, IL
Senior Management
■ Julie Howard, CEO and
Chairman, Navigant
■ Cindy Baier, CFO and EVP
■ Richard D. Hitt, Managing
Director, Head of Navigant’s
Valuation & Financial Risk
Management Practice
Navigant Consulting, Inc. (“Navigant”)
NCI’s 2,500+ professionals maintain a presence in 45 cities internationally
throughout North America, Europe and Asia, including a significant concentration of
resources in Chicago, Houston, New York, Washington DC and London.

4. Our Strengths
 Broad and deep expertise across the Energy Complex
We have consulting, banking, and corporate experience in diverse financial and commodity markets, in addition to
valuation & financial reporting technical capabilities.
 Principal and Agent Perspective
Our team has done buy-side work in corporate M&A and outside advisory roles. This means that we understand
your perspectives and can speak your language in acquisition work.
 Service, Communication and Flexibility
We never forget that you are the client. We keep you informed. We honor time commitments.
 Collaborative process
While our opinions are independent, you are involved throughout our process, because you know your acquisition
objectives better than anyone. We want to understand your thinking, and we want you to understand ours.
 Thoroughness and accuracy
We give you more than just the conclusions. We give you thoroughly supported, accurate buy-side advisory analysis
and work product.
 Integrity
We are only interested in getting to the right answer, for you. If an acquisition does not make sense at a certain price
or structure, we will communicate this to you.
 “Trusted Advisor” to our clients
Our clients view us as business partners, working together to provide a competitive advantage for their firms.
What makes Navigant unique?

5.  Our transaction team leverages the unique experience of the experts from Navigant’s Oil &
Gas industry consulting group.
 Allows the transaction team to leverage the specialized knowledge and deep industry
relationships of key consultants from our Energy Industry consulting segment.
 Few other middle market investment banks have these specialized resources
 Navigant's Energy Industry Practice is a team professionals with extensive industry
experience
 Lee Laviolette, Managing Director and Head of Oil & Gas Services, has over 30 years
experience in the industry
 Bob Gibb, a senior professional in Navigant’s Austin office, is a petroleum engineer with
extensive industry experience with for economic projections and reservoir analysis
 As unique issues arise, Navigant can call upon senior members of our industry consulting
team to leverage their relevant industry experience to the benefit of our clients.
 Navigant clients to go to market with confidence backed by the combined support of our
Transaction Professionals and Industry Specialists.
Our Strengths cont’d
What makes Navigant unique?

6. Transaction Capabilities

7. Services Overview
Transaction Services
» Merger, acquisition and divestiture strategy deployment
» Private equity advisory/placement
» Transaction management and execution
» Solvency Opinions
» Portfolio optimization/risk management
» Fairness Opinions
» Deal sourcing/Capital raises
» Financial, operational and business due diligence
» Exotic derivatives structuring/valuation
Navigant professionals have deep experience with financial and operational
restructurings, mergers and acquisitions, valuations and transaction services.

8. Navigant’s transaction team consists of professionals with transaction advisory and
capital-raising experience from top advisory firms and leading financial institutions.
The characteristics that we draw upon to ensure a successful process include:
 Extensive experience advising middle-market firms on transaction alternatives
- Team of senior professionals with an average more than 18 years of transaction
advisory experience
- Since our founding, Navigant has advised on transactions with aggregate value in
excess of $5 billion
 Deep industry expertise in targeted verticals
- Dedicated senior advisors with extensive transaction and operating experience in
targeted industries
- Ability to leverage Navigant Consulting’s industry specific consulting practices
 Unique multi-disciplinary financial, legal, tax and transaction structuring experience
- Deep team of professionals with backgrounds from the target industry, accounting
firms, regional investment banks, major financial institutions, and private investment
firms
Broad and Deep Capabilities

9. • Buy-side & Sell-side Advisory
• Leveraged Transactions Support
• Fairness Opinions & Solvency Opinions Issuance
• Red Team/War Room Consulting
• Takeover Defense Strategies
• Private Debt and Equity Capital Raises
• Liability Management Services
• Illiquid Financial Asset Valuations
Corporate Finance Specifics

10. • Due Diligence and Quality of Cash Flow Reports
• Portfolio Valuation Services
• Complex Financial Reporting Assistance
• Capital Restructuring Advisory
• Special Situations
Financial Consulting Specifics

11. Selected Transactions

12. Selected Transactions
Target
Transaction
Value $000’s
Role and Result
Midstream and
Downstream
Assets
$50,000 Navigant provided financial due diligence services and quality of earnings
review in support of a private equity client’s investment in a North American
oil and gas company with operations in the midstream and downstream
segments of the industry. CLOSED.
Petrochemical
Facilities
N/A A Navigant professional assisted private equity firms in technical and
market due diligence supporting target acquisitions and led the on-site
technical due diligence of petrochemical facilities in support of sell-side
M&A transactions. CLOSED.
Oilfield service
companies
$100,000 Navigant professionals conducted a buy-side advisory engagement for a
private investors acquisition and merger of five oilfield service companies
involved in the development of software and the production of industrial
materials for customers in the upstream and midstream segment of the N.
American Oil and Gas Industry. CLOSED.
International Oil
& Gas Assets
N/A Navigant professionals assisted a large international energy company by
performing asset valuation analysis for a large asset portfolio and providing
strategic advice on divestiture options and business strategy decisions.
CLOSED.
Navigant’s oil & gas transaction professionals have served as experts and advisors in many
assignments involving the areas outlined above. Below are just a few examples of our relevant
experience. We look forward to the opportunity to discuss these matters with you.

13. Selected Transactions cont’d
Target
Transaction
Value $000’s
Role and Result
Offshore
Oilfield Services
Assets
$78,000 Transaction screening, due diligence, structuring, and valuation. CLOSED.
Independent
Power
Generation
$145,000 Transaction screening, due diligence, and valuation. CLOSED.
Independent
Power
Generation
$250,000 Transaction screening, due diligence, structuring, and valuation. LOST BID.
Upstream Oil &
Gas Assets
$9,000 Due diligence, structuring, and valuation. CLOSED.
Onshore
Oilfield Services
Assets
$60,000 Due diligence, structuring, and valuation. CLOSED.
Onshore
Oilfield Services
Assets
$28,000 Due diligence and valuation. CLOSED.

14. Selected Transaction Expertise Cont’d
Target
Transaction
Value $000’s
Role and Result
Midstream
Gathering &
Processing
Assets
$223,000 Due diligence and valuation. CLOSED.
Upstream Oil &
Gas Assets
$214,000 Due diligence, structuring, and valuation. CLOSED.
Upstream Oil &
Gas Assets
$36,500 Due diligence and valuation. CLOSED.
Upstream Oil &
Gas Assets
$38,750 Valuation only. CLOSED.

15. Our People

16. Resumes
Richard D. Hitt, Jr.
Managing Director
National Practice Leader
Navigant Consulting
30 South Wacker Drive
Suite 3100
Chicago, IL 60606
Cell: 312.953.7197
Tel: 312.583.2621
rhitt@navigant.com
Professional History
 Navigant Consulting, Inc.
 BearingPoint, Inc.
 KPMG, LLP
Education
 M.S.A., Eastern Michigan University
 B.S., University of Michigan
Licenses & Certifications
 Certified Public Accountant
Richard Hitt is a Managing Director and the Practice Leader for the Valuation & Financial Risk Management
practice of Navigant Consulting, Inc., based out of the Chicago office. He has more than 25 years of valuation and
financial advisory experience working with financial institutions and energy companies of all sizes.
In his current role at Navigant Consulting, Mr. Hitt oversees engagements governing acquisitions and sales of
banks and thrifts and is a leader in the firm’s efforts to develop and employ effective valuation and due diligence
techniques. His clients include some of the largest and best known financial service and energy corporations in
America, including Deutsche Bank, Bank of America, Bank of Montreal, KeyCorp, Charles Schwab, First Republic
Bank, E*Trade Financial Corp., NRG, LS Power, Primary Energy and Aquila.
Formerly a Managing Director of BearingPoint Inc’s Valuation and Financial Services Advisory practice, Rick led
the development of a multi-faceted practice that focused on banks, thrifts, specialty finance and energy companies.
His experience includes financial advisory to community and regional banks, including due diligence, fairness
opinions, shareholder value analyses, merger and acquisition transactions as well as capital raising and investment
strategies. Prior to BearingPoint, Mr. Hitt was a partner in KPMG’s Valuation Services Practice.
Recent assignments Mr. Hitt has directed include:
» Valued individually all the domestic and international electric generating facilities of a $5 billion utility for
asset-backed funding purposes. The project included separate valuations of the power contracts and
merchant plants.
» Valued the domestic and international electric generating, electric and gas transmission and distribution
assets of a $4 billion utility for asset-backed funding purposes. The project also included valuing complex
electricity and natural gas derivatives.
» Performed financial analyses for the domestic operations of a $10 billion utility for debt restructuring
purposes.
» Rendered a fairness opinion to a Midwest life company as part of establishing a mutual holding company.
» Rendered a fairness opinion to a retail self insurance fund related to an investment in a workers compensation
insurance company.
» Provided SFAS 141 and 142 valuation assistance in the merger of two $150 billion US banks.

17. Tom Houlihan
Director
Navigant Consulting
1180 Peachtree Street N.E.
Suite 1900
Atlanta, GA 30309
Tel: 404.602.5038
Cell: 404.849.1243
thomas.houlihan@navigant.com
Professional History
 Navigant Consulting, Inc.
 Intercontinental Exchange
 Mirant Corporation
 JC Bradford & Co
Associations and Licenses
 FINRA Series 7 & 63
 Candidate Member, American
Society of Appraisers
Education
 MBA, Finance, Vanderbilt
 BSBA Finance, Creighton
Thomas Houlihan is a member of Navigant’ Valuation & Financial Risk Management and leader of the groups
Energy Industry Segment, Mr. Houlihan has provided valuation support to clients for engagements involving
project finance, M&A due diligence, litigation support, regulatory matters, and for financial statement and tax
reporting purposes.
With more than 18 years of financial advisory experience , Thomas has advised some of the world’s largest
energy companies, as well as mid-sized oil and gas companies, private investors and other providers of capital.
During the past three years alone, Tom has led teams and assisted clients with evaluating over $3 billion in
transaction advisory engagements covering a broad range of energy assets and investments.
Prior to joining Navigant, Tom held various roles in investment banking and corporate finance, including early
roles within the debt capital markets groups of traditional investment banks and more recently in corporate
development positions with firms focused on investments in merchant power and energy infrastructure.
Tom was awarded a Master of Business Administration degree from Vanderbilt University’s Owen Graduate
School of Management, holds a Bachelor of Science degree in Business Administration from Creighton
University, and maintains Series 7 and Series 63 certification. Recent assignments Mr. Houlihan has directed
include:
» Global Oil & Gas Company with operations in Western Canada, Papua New Guinea, India, Kuwait, &
Mexico. Provided transaction advice and financial due diligence services to a hedge fund client in
support of their $175 million structured recapitalization consisting of growth financing and equity
investment.
» Valuation of a municipal waste-to-energy generation facilities to assist a client with evaluating lease
repurchase and financing options;
» Acted as primary valuation advisor to support a client’s effort to finance the $210 million purchase of 680
MW North American peaking facility. NCI provided the client with additional valuation services to
support the company with allocation of purchase price for financial reporting.
» Performed the valuation of North American gas distribution system serving approximately 426 active
meters through approximately 11 miles of gas distribution mains. NCI provided an estimate of the fair
market value of the business to assist the client’s effort to secure just compensation for the assets, which
were taken through condemnation proceedings.
» Provided due diligence services and quality of earnings review for a Confidential Client considering a
$140 million investment in a full cycle exploration and development company based in Calgary, Canada.
Resumes

18. Thomas J. McNulty
Director
Navigant Consulting
909 Fannin St. Suite 1900
Houston, TX 7010
Tel: 713.646.5078
Cell: 832.472.3717
thomas.mcnulty@navigant.com
Professional History
 Navigant Consulting, Inc.
 Sirius Solutions LLP
 Plains All American
 Duke Energy
 Enron International
 US Foreign Service
 Brown Brothers Harriman
Education
 M.B.A. (Accounting & Finance),
Kellogg, Northwestern University
 B.A. (History), Yale University
Tom McNulty is a Director in the Valuation & Financial Risk Management practice of Navigant Consulting,
Inc. His specialties are transaction and commercial analytics, valuation, and risk management. Specifically, his
practice offers clients a unique combination of strategic, financial, and transactional advisory services. Mr.
McNulty is based out of the Houston office, and he has more than 20 years of financial advisory and related
experience work.
As a consultant, Mr. McNulty has advised clients drawing on his valuation, transactions, risk management,
treasury and international credentials. Specifically, he has assisted with the valuation of securities, business
units, acquisition targets, derivatives, and equity incentive plans. In industry, and as an advisor, he has
worked on more than $38 billion in MD&A deals and has valued more than $8.5 billion notional in futures,
options, and other derivatives.
In his current role at Navigant Consulting, Mr. McNulty directs engagements governing acquisitions and
divestitures throughout the energy complex, including upstream oil & gas, midstream, merchant power,
renewable energy, energy services, trading and marketing, as well as LNG. He also performs valuation work
for clients with complex equity, fixed income, and commodity derivative instruments.
Recent assignments Mr. McNulty has led include:
» Provided ASC 815 assistance to several energy companies related to their derivatives portfolios.
» Rendered a comfort opinion to a energy hedge offering a new midstream oil & gas fund.
» Rendered an opinion to an oilfield services company for a related party transaction.
» Directed ASC 805 project for the reverse merger of two private drilling companies.
» Provided ASC 718 valuation assistance to a publicly traded oilfield services company for its restricted stock
units and stock options.
» Delivered ASC 718 valuation assistance to a privately held upstream oil & gas company for its equity
incentive plan.
» Led the valuation work on the GP interest in a privately-held midstream company for a large litigation
engagement.
Resumes

19. Neeli Souli Kohan
Associate Director
Navigant Consulting
90 Park Avenue, 10th Floor
New York, NY 10016
Tel: 646-227-4654
Cell: 646-232-8855
Neeli.kohan@navigant.com
Professional History
 Navigant Consulting, Inc.
 Deloitte Financial Advisory Services
LLP
 Overseas Shipholding Group
Education
 M.B.A., Finance, Pace University
 B.S., Accounting, Yeshiva University
Accreditation
 Chartered Financial Analyst (CFA),
CFA Institute
 Certified Public Accountant (CPA),
NY and NJ
 Candidate, ASA
Neeli Kohan is an Associate Director in the Valuation & Financial Risk Management practice of Navigant
Consulting, Inc. Ms. Kohan is based out of the New York office.
Ms. Kohan has more than 16 years of experience in the valuation of public and private businesses, securities,
and intangible/tangible assets. She has performed valuations for purposes of financial reporting (including
Business Combinations, Goodwill and Long Lived Asset Impairment Testing for US GAAP and IFRS), Federal
tax, project financing, sale/leaseback transactions, M&A due diligence, and management information purposes.
Industries served include power generation, gas, electric, water and wastewater utilities, alternative energy
providers, private equity, media and entertainment, shipping and transportation.
Ms. Kohan is a Certified Public Accountant, a Chartered Financial Analyst and a candidate of the American
Society of Appraisers. She has a B.S. from Yeshiva University in Accounting and an M.B.A. from Pace
University in Finance. Prior to joining Navigant Consulting, Ms. Kohan was with the Valuation practice of
Deloitte Financial Advisory Services, LLP.
Resumes

20. Terry Manning
Liya Dossybieva is an upstream oil & gas professional with over 14 years of international experience in
hydrocarbons production operations, business strategy & transformation, investment & divestment
projects evaluations, business optimisation and continuous improvement. She is an expert in
optimisation of upstream operations, operational excellence, and integrated operations models. Liya
develops and leads delivery of strategic and business transformation initiatives and programmes with
the view to optimise production assets’ efficiency, reduce operational costs, increase production levels,
and improve recovery. Liya will deliver data analysis and hypothesis creation for Clients.
Liya Dossybieva
Terry Manning, a Director in Navigant’s global Oil & Gas practice based in Houston, is an upstream oil
and gas professional with more than 35 years of practical execution and asset management experience.
He is an experienced practitioner in the areas of production optimization, streamlining operations,
reservoir management and portfolio rationalization, including well completions, reserve analysis and
managing oil and gas assets to improve profitability. Terry has relevant and specific work experience in
many of the producing basins in the United States and in Canada. He is a strong advocate that drilling
and completion program optimization originates from repeatable processes for effective and efficient
development planning and real-time implementation appraisal. Terry’s Houston location provides
direct access for North American client personnel.
Mike Dyson is a Director in Navigant’s global Oil & Gas practice. He brings 30+ years of experience in
the upstream oil and gas business, having worked at Shell and BG Group around the world. His core
expertise is in well and production operations, capital projects, supply chain strategies and new
technology development and implementation. He is focused on providing consulting advice to oil & gas
E&P companies looking to improve their business performance, and is a strong advocate of holistic and
sustainable improvement by tackling all elements of transformation. These include rigorous operations
planning and execution, collaborative working across the supply chain, application of new technology,
teamwork, communications and personal leadership.
Mike Dyson
Our Upstream Professionals