Going Public Strategiestulsamlp.com/2015/1LW.pdfUSDP DM SHLX AM RMP GLOP † HMLP RIGP † NAP †...

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Going Public Strategies

Tulsa Master Limited Partnership Conference

Tim Fenn, Partner, Latham & WatkinsGreg Matlock, Partner, Ernst & Young

November 12, 2015

Ready - Structuring Your Energy IPO

Panelists• Tim Fenn, Partner, Latham & Watkins • Greg Matlock, Partner, Ernst & Young

Overview

• Corporations• MLPs• Yieldcos• Up-C

Corporations

The traditional corporate structure generally results in two levels of tax (double taxation) – the public corporation pays tax on its earnings, and the shareholders generally pay tax on distributions received from the public corporation.Well recognized and accepted in the public market.Historically, a desirable form of accessing public capital for a variety of reasons/circumstances: • Insufficient qualifying income – traditional public

company is not subject to any qualifying income or qualifying asset tests

• Long-term capital expenditure needs• Desire to reinvest or grow through acquisition, as

opposed to distributing out profits• Global investor base• Value based on prospective earnings growth (as

opposed to a cash yield-based valuation)If currently in partnership form, consider method of conversion (and timing) to corporation in preparation of IPO (e.g., assets-over, assets-up, interests-over, formless).

HistoricShareholders Public

Public Company

Operating Subsidiaries

100-X% X%

A traditional corporate IPO is the most common and well-known form of accessing public capital.

Sponsor

LP

Public

Lenders

G 2%/L/IDRs L

Assets

LLC

100%

_____ = ownership---- --- = debtG = general partnerL = limited partnerIDRs = incentive distribution rights

Master Limited Partnerships

TYPICAL MLP ORGANIZATIONAL STRUCTUREIn contrast to corporations, partnerships generally do not pay federal income tax at the entity level.

However, publicly traded partnerships are taxed as corporations unless 90% of the gross income is “qualifying income” (the “Qualifying Income Test”).

The most prominent category of qualifying income relates to natural resources activities.

• State Law Entity that Can Be Treated as a Passthrough for Tax Purposes

• Limited Partnership (most common)

• Limited Liability Company

• Business Trust

• Publicly Traded

• Liquidity & Float in the Market

• Nature of Holders

• Historically retail, rather than institutional

- Mutual fund/tax-exempt holders minimal

• Domestic, rather than foreign

• Fungible Securities

• Listed on Major Exchange• Contrasts with other Treas. Reg. § 1.7704-2 concerns

A master limited partnership (“MLP”) is a partnership or limited liability company that is traded on a stock exchange.

Master Limited Partnerships

Distribution Characteristics• MLPs typically pay out all of their “available cash” (essentially

cash receipts less cash expenses and reserves) on a quarterly basis (partnership agreement requirement; not legal requirement).

• One of the hallmarks of the traditional MLP has been the relative stability in its quarterly distribution payments; the primary goal of most MLPs has been to maintain or grow distributions every quarter.

• Any decrease in an MLP’s quarterly distribution is typically perceived very negatively by the investment community and there is usually a significant drop in the MLP’s unit price when a distribution cut is announced.

• Typically, half of the LP interests are subordinated units retained by the sponsor. During the subordination period (typically 3 years), the subordinated units do not receive distributions until the common units receive the MQD.

• The sponsor retains incentive distribution rights (IDRs) that receive an increasing percentage (typically 13%, 23% and 48%) of distributions after the MQD and certain target distribution levels have been satisfied.

• The classic MLP is a pipeline company with long-term transportation agreements and low capital expenditures, which provides for stable to increasing cash distributions over time

• MLPs have historically managed cash flows through: (1) distribution coverage, (2) long-term contracts and (3) hedging

2013-2014 MLPs by Energy Subsector

Source: Nasdaq

38%

10%14%

5%

5%

28%

Midstream Marine Terminals Refining E&P Other

Years

Exploration and Production

Refining

Midstream

Wholesale Distribution

Shipping

Other

Fertilizer

Coal

Propane

Timber

General Partner/Holding Co.

† Corporate IPO

CAL

BCU

MRP EPR PDE EEP KMP

UAN

OKS

LEV

87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11

EOT

12 13 14

VAL

WGP

FFP

MAR

PET

HWY

SFL

KPP

PCL

TPP TNH

FGP

CRO

APU

SGU

GEL

CNO

ETP

NPL

SPH

TIMBZ EPD

PAA

TCLP

ARLP

APL MMP

NS

PVR

NRGY

MMLP

MWE

PPX

SXL

XTEX

DMLP

NRP

CPNO

HEP

STON

KSP

USS

XTXI†

BWP

DPM

GLP

HLND

TLP

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VNR

BKEP

CEQP

CMLP

DEP

EPB

NGLS

PSE

WES

WMZ

SEP

CPLP†

NMM†

OSP

CHKM

NKA

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WMLP

RNO

RGP†

MCEP

MEMP

AMID

GSJK

NRGM

OILT

RRMS

TLLP

GMLP†

RNF

UAN

NGL

KMI†

PDH

ALDW

NTI

DKL

EQM

MPLX

SMLP

SXE

LGP

SUN

SDLP†

HCLP

WGP

NSLP

CVRR

ARCX

FISH

MEP

PAGP†

PSXP

QEPM

SRLP

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WNRL

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DLNG†

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CNNX

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USDP

DM

SHLX

AM

RMP

GLOP†

HMLP†

RIGP†

NAP†

CELP

LMRK

FELP

Primary Industry at IPO:

15

BSM

CPPL

GPP

PTXP

EVA

CNXC

TEGP

EQT

History of MLPs – IPOs: 1987 - 2015

Years

EEP OKS

87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14

TNH

FGP

APU

SGU

GEL

ETP

SPH

EPD

PAA

TCLP

ARLP

MMP

NS

MMLP

MWE

SXL

ENLK

DMLP

NRP

HEP

STON

XTXI†

BWP

DPM

GLP

TLP

WPZ

TGP

BBEP

CEP

EVEP

LINE

CLMT

TOO†

EXLP

RGNC

AHD

AHGP

ETE

NSH

ENP

LGCY

VNR

BKEP

CEQP

NGLS

PSE

WES

SEP

CPLP†

NMM†

NKA

WMLP

RNO

MCEP

MEMP

AMID

GSJK

RRMS

TLLP

GMLP†

RNF

UAN

NGL

KMI†

PDH

ALDW

NTI

DKL

EQM

MPLX

SMLP

SXE

LGP

SUN

SDLP†

HCLP

WGP

NSLP

CVRR

ARCX

FISH

MEP

PAGP†

PSXP

SRLP

TEP

VLP

WNRL

WPT

DLNG†

KNOP†

EMES

OCIP

OCIR

USAC

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PCL VNOM

WLKP

ENBL

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VTTI†

CNNX

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USDP

DM

SHLX

AM

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HMLP†

RIGP†

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CELP

LMRK

FELP

Exploration and Production

Refining

Midstream

Wholesale Distribution

Shipping

Other

Fertilizer

Coal

Propane

Timber

General Partner/Holding Co.

† Corporate IPO

Primary Industry at IPO:

15

BSM

CPPL

GPP

PTXP

EVA

CNXC

TEGP

EQT

Currently Traded MLPs – IPOs: 1987 - 2015

Variable MLPs

There is a change occurring in the MLP asset class as more and more investors look for yield without requiring stability in distributions. • This phenomenon has led to the introduction of so-called

variable MLPs. • Structurally, traditional and variable MLPs are very similar.• Although there are over 100 MLPs currently traded on U.S.

stock exchanges, there are only a very limited number of variable MLPs. In the past three years the number of variable MLPs has grown from 2 to 10. Although risky, variable MLPsgenerally have outperformed the broader MLP universe.

Variable MLPS• Terra Nitrogen (Fertilizer) 1994• Dorchester Minerals (Exploration & Production) 2003• CVR Partners (Fertilizer) 2011• Rentech Nitrogen Partners (Fertilizer) 2011• Petrologistics (Refining) 2012• Northern Tier Energy (Refining) 2012• Alon USA (Refining) 2012• CVR Refining (Refining) 2013• Emerge Energy Services (Services) 2013• OCI Partners (Refining) 2013

Traditional MLPs Variable MLPs

E&P PDP PDP, PUDs, Upside

Refining Specialty products Traditional products

Oilfield Services Less cyclical Highly cyclical

Fertilizer Uncertain market acceptance

Direct commodity price exposure

Mining Long-term off-takeagreements

Spot or short-termoff-take agreements

Storage Long-term agreements

Significant commodity price exposure

Shipping Long-term charters Short-term charters

Non-Traditional Products (E.G., Asphalt, Minerals, Rail)

Uncertain market acceptance

Potentially spot or short-term

agreements

Asset Classes Suitable for Variable MLPs

Comparison of Traditional MLPs and Variable MLPs


Large, Single Asset Uncommon More common

Distribution Stability Yes No

Minimum Quarterly Distribution Yes No

Coverage Ratio 1.10x – 1.20x 1.0x

Available Cash- Cash on hand at the end of each quarter that is required to be paid to

unitholders, either through partnership agreement terms or stated distribution policy

Yes No

Operating Surplus- Cash generated by the MLP during a quarter less cash expenditures during

such quarter, plus working capital borrowings Yes No

Capital Surplus- Cash generated from asset sales and similar activities

Yes No

Subordination Period- Period during which the subordinated units retained by the sponsor are

subordinated in right of payment to the common unitsTypically from 1 to 3 years, but sometimes 5 years; must meet

an earn and pay testNo



Types of Securities

General Partner Interest 2.0% 0%

Common Units- Units held by the public and, to a lesser degree, the sponsor

Yes Yes

Subordinated Units- Units held by the sponsor that experience the first distribution cut if there is

insufficient available cash to pay the full minimum quarterly distribution on all units; a device used to protect the common unitholders

Yes (typically 49% of all outstanding units at the time of

the IPO)No

PIK Units- Units held by the sponsor that pay distributions “in-kind” if there is insufficient

available cash to pay the full distribution on all units Not Typical(Cheniere)

Not Typical(Northern Tier)

Incentive Distribution Rights- Rights held by the sponsor entitling it to increasing percentages – typically 13%,

23% and 48% – of the MLP’s available cash as distributions increase Yes No



Common Unit Arrearages- During the subordination period, the right of common unitholders to accrue

unpaid minimum quarterly distributions and receive payment of such unpaid distributions before any distributions are paid on the subordinated units

Yes No

Maintenance of “Distribution Coverage”- The practice of paying out less than all available cash for the purpose of

maintaining stability or growth in quarterly distributions (an MLP that withholds 10% of its available cash would have a distribution coverage ratio of 110%); this feature is highly monitored by analysts and sought-after by investors

Yes No

Working Capital Borrowings to Pay Distributions- The practice of using working capital borrowings (which are borrowings

intended to be repaid within 12 months) to maintain stability in quarterly distribution payments (typically done to avoid fluctuations in distributions due to seasonal variations in the business)

Yes No

Direct Exposure to Commodity Price Movements- Traditional MLPs typically use hedging and other arrangements to avoid direct

exposure to commodity prices (in order to mimic the distribution stability of a FERC regulated pipeline, for example)

Avoided Expected

Direct and Immediate Exposure to Fluctuations in Cash Generated by the Business- The consequence of the distribution policies described above

No Yes

Flexible Distribution Covenants in Debt Agreements A PriorityYes Depends

Yieldco

Typical Yieldco Organizational StructureIn 2013, a new type of vehicle went public with a story very similar to an MLP but without possessing assets that would qualify for pass-through tax treatment. Like MLPs, Yieldco and similar companies are positioning themselves as vehicles for investors seeking stable and growing dividend income from a diversified portfolio of lower-risk high-quality assets. More of these types of vehicles are in the planning stages.

• To date, NRG Yield, Inc. (NYSE:NYLD), a company that owns, operates and acquires contracted renewable and conventional generation and thermal infrastructure assets, which are not “MLP-able” assets, is the only company to go public as a Yieldco (July 2013).

A Yieldco owns assets, that are not “MLP-able” assets.

Traditional MLP Organizational Structure

Comparison of Traditional MLP and Yieldco Structures

Typical Yieldco Organizational Structure

MLP YieldcoType of Entity Partnership or Limited Liability Company CorporationCapital Structure

Types of Equity Securities of the Public Company; Sponsor Ownership of Operating Company

Common Units (right to minimum quarterly distributions, limited voting rights on significant matters)

Subordinated Units (rights to quarterly distributions after payment of the MQD on common units limited voting rights on significant matters)

Incentive Distribution Rights (the right to increasing percentages of cash flow ranging from 13%-48% based on increases in common unit distributions)

General Partner Interest (represents the controlling voting interest in the MLP, subject to limited exceptions)

MLP owns 100% of the operating company, unless using an OPCO structure (in which case the MLP owns a percentage of the OPCO and the sponsor owns the remainder)

Class A common stock of Yieldco issued to the public (initially representing x% of the voting interest in Yieldco and indirectly providing holders x% of the consolidated distributable cash flows of Yieldco’s subsidiaries)

Yieldco holds a Class A unit of its operating subsidiary for each share of outstanding Class A common stock (providing Yieldcox% of the consolidated distributable cash flows of Yieldco’ssubsidiaries)

Sponsor issued Class B common stock of Yieldco (initially representing 100-x% of the voting interest in Yieldco) and a corresponding Class B unit of the operating subsidiary (providing sponsor 100-x% of the consolidated distributable cash flows of Yieldco’s subsidiaries)

Common Post-IPO Capitalization 49% held by public, 49% held by sponsor and 2% held by general partner

Majority of voting control and economics held by sponsor

Exchange and Registration Rights No exchange rights but subordinated units convert to common units and the sponsor has registration rights

Each Class B unit of the operating subsidiary is exchangeable with Yieldco for a share of Class A common stock; sponsor has registration rights

EconomicsQuarterly Cash Payment Yes YesProjection of Quarterly Distribution Increase

No Yes (20% within first 18 months)

Subordination of Sponsor Distributions from Yieldco to Public Distributions

Yes No (sponsor does not own dividend paying securities in Yieldco; sponsor owns dividend paying securities in subsidiary of Yieldco that can be exchanged for dividend paying securities — that is, Class A common stock — of Yieldco)

Incentive Distribution Rights Yes NoForecasted Cash Available for Distribution in Prospectus

Yes (generally 12 months after most recent balance sheet date) Yes (24 months after most recent balance sheet date)

Reliance on Net Operating Losses and Carryforwards (NOLs) to Offset Future Income Taxes

No Yes

Yield at IPO (the ratio of the annualized distribution to the IPO price)

Midstream: 4-6%Shipping: 6.8-8.0%Refining: 11-15%

Approximately 5.5%


MLP YieldcoGovernance

Board of Directors Yes (at general partner) Yes (at Yieldco)

Requirement for Majority Independent Board

No No for so long as the sponsor retains voting control

Requirement for Independent Audit Committee

Yes Yes

Requirement for Independent Compensation Committee

No (but some MLPs have compensation committees) No for so long as the sponsor retains voting control (but Yieldcohas a compensation committee)

Requirement for Independent Governance Committee

No (but some MLPs have governance committees) No for so long as the sponsor retains voting control (but Yieldcohas a governance committee)

Use of Independent Conflicts Committee

Yes (special provisions in partnership agreement regarding the legal consequences of using this type of committee)

Yes (part of governance committee)

Annual Election of Directors by Security Holders

No Yes

Requirement to Mail Annual Proxy Statement

No Yes

Subject to “Good Faith” Duty as a Replacement for Customary Fiduciary Duties

Yes No

Shareholder Approval Required to Issue Greater Than 20% of Equity

No Yes

Shareholder Approval Required to Issue Equity to Affiliates

No Yes

Shareholder Approval Required to Approve Equity Compensation Plans

Yes Yes

FERC-related Repurchase or Redemption Provisions

Yes Yes


MLP YieldcoRelated Party Agreements

Services Agreement Common YesIndemnification for Environmental, Tax and Other Liabilities

Yes No

Right of First Offer on Sponsor Assets

Common Yes (but only in respect of certain enumerated assets)

Noncompete on Specified Business Opportunities

Sometimes No

License to Use Sponsor Marks Yes YesRegistration Rights Yes Yes

Tax MattersGeneral A partnership is not a taxable entity and incurs no federal income

tax liability. Instead, each partner of a partnership is required to take into account his share of items of income, gain, loss and deduction of the partnership in computing his federal income tax liability, regardless of whether cash distributions are made to him by the partnership. Distributions by a partnership to a partner are generally not taxable to the partnership or the partner unless the amount of cash distributed to him is in excess of the partner’s adjusted basis in his partnership interest.

Distributions treated as dividends under US tax law only to the extent paid out of current or accumulated earnings and profits. If cash dividends exceed current and accumulated earnings and profits for a taxable year, the excess cash dividends would not be taxable as a dividend but rather be treated as a return of capital for US federal income tax purposes, which would result in a reduction in the adjusted tax basis of the shares to the extent thereof, and any balance in excess of adjusted basis would be treated as a gain for US federal income tax purposes.

Requirement to Have 90% Qualifying Income Under Section 7704 of IRC

Yes. Qualifying income includes income and gains derived from the transportation, processing, storage and marketing of crude oil, natural gas and products thereof. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise constitutes qualifying income.

No

Period During Which Federal Income Taxes are Expected to be Insignificant

Infinite 5 to 10 years due to NOLs, unless further NOLs are created

Form of Annual Federal Income Tax Statement

Schedule K-1 Form 1099

Tax Shield (the reciprocal of the ratio of taxable income to cash distributions)

Typically 80% 100% for 5 to 10 years using NOLs


UP-C Structure

HistoricMembers Public

IPOCo

Holdings LLC

100% Class B SharesMajority voting powerNon-economic interest


100% Class A SharesMinority voting power

100% economic interest

100% Class B UnitsExchange Right

100% Class A UnitsSole Managing Member

Tax ReceivableAgreement

Typical UP-C Organizational Structure

In using this structure, the public company (“IPOCo”) typically owns a substantial equity interest in a subsidiary holding company (“Holdings”), which owns the operating assets. The equity interests in Holdings not held by IPOCoare typically owned by the pre-IPO investors, which may consist with individual investors, private equity funds or others.

• The pre-IPO investors in Holdings have the right to exchange their Holdings equity interests for shares in IPOCo, at which point IPOCo gets a stepped-up tax basis in the Holdings equity interests (which results in tax savings to IPOCo through additional depreciation and amortization) and the pre-IPO investors are taxed on any gain recognized as a result of the exchange.

• The pre-IPO investors and IPOCo may enter into a tax receivable agreement pursuant to which IPOCo would pay the pre-IPO investors a portion (typically 75% to 85%) of the tax benefits realized from the basis step-up resulting from the exchanges.

In 2013, the following energy companies went public using a so-called UP-C structure:

• Athlon Energy Inc.• Frank’s International N.V.• Jones Energy, Inc.• Plains GP Holdings, L.P.

The UP-C Structure — which offers tax benefits to pre-IPO investors and sponsors — likely will expand among companies.

Comparison of Conventional Public Co. & UP-C Structures

Typical Conventional Public Company Organizational Structure

Typical UP-C Organizational Structure

HistoricShareholders Public

Public Company


100-X% X%

HistoricMembers Public

IPOCo

Holdings LLC

100% Class B SharesMajority voting powerNon-economic interest


100% Class A SharesMinority voting power

100% economic interest

100% Class B UnitsExchange Right

100% Class A UnitsSole Managing Member

Tax ReceivableAgreement


Conventional Public Company UP-C Structure

Public MarketTransparency /

Investor Demand

• Corporate structure is well recognized and accepted by public markets

• Variations such as dual class voting and control by parent company should be analyzed on case-by-case basis

• Structure provides same economics and value to public investors as conventional structure

• In a variety of scenarios, the structure could result in substantial tax benefits to public shareholders (e.g., asset basis step-up results from company effecting secondary sale via taxable exchange of its LLC interest for C Corp stock)

Accounting

• Public company consolidates its operations• All assets and liabilities appear on balance sheet and all

income and expenses appear on income statement• No minority interest on income statement or balance

sheet

• IPOCo consolidates Holdings since IPOCo is managing member• Consolidation is critical for capital markets and ’40 Act purposes• Holdings interests show up as minority interests on income statement

and balance sheet (until accounting rules change), but revenues, earnings before interest and taxes (EBIT), net income before minority interest and will be neutral on earnings per share (EPS)

Tax Consolidation /

Single Level Taxation

• All of public company’s earnings are subject to corporate level tax and any dividends would be subject to second level of tax

• No ability to use operating losses from other sources to offset taxable income of public company

• Retains flow-through tax benefits of Holdings structure for owners of Holdings

• Holdings owners can use operating losses from operations or other sources to offset taxable income allocations from Holdings

Increased Tax Depreciation / Amortization

• Future secondary sales by partner owners will result in capital gains tax but will not result in any tax basis step-up in public company’s assets

• Future secondary sales (via exchange of Holdings interests for public company stock) will increase tax basis of IPOCo interest in Holdings by amount of gain recognized

• This will increase cash flow due to less IPOCo current taxes

Control

• Vote and value typically linked unless separate class of supermajority stock issued

• Vote and value can be separated through several different options including issuing special non-economic “golden shares” to Holdings owners or via election of a majority of directors of public company or including approval rights on material transactions of Holdings


Conventional Public Company UP-C Structure

Gain Upon Formation• Based on tax basis of Holdings assets• Need to structure formation transaction so no “boot”

recognized (e.g., liability assumption)

• Could take advantage of partnership tax rules to allow partners to extract cash in IPO

• Need to avoid “disguised sale” rules upon formation

Subsequent Acquisitions by Public Company

• Can acquire public or private corporations in tax-free mergers using its publicly traded stock as acquisition currency

• IPOCo can offer preferred stock (convertible or non-convertible) as tax-free acquisition currency, but dividends on preferred are not tax deductible

• Can effect tax-free mergers with target corporations by merging target into IPOCo in exchange for IPOCo stock and dropping assets into Holdings

• Ability to acquire private companies (S corps and partnerships) using a tax-deductible preferred partnership interest (convertible or non-convertible) as tax-free acquisition currency

• Cash acquisitions also feasible using variety of structures

Acquisition / Sale of Public Company

• Would likely be structured as acquisition of stock of public company; could be structured as tax-free reorganization

• No tax basis step-up in public company’s assets to Buyer

• Taxable acquisition provides Buyer with tax basis step-up in assets to extent of Holdings interests acquired from partners; value of basis step-up could significantly increase purchase price

• Could structure as tax-free stock deal through “holding company” (i.e., 351) transaction; however, basis step-up is likely to be much more valuable than tax-deferral to sellers

Rule 144 Secondary Sales

• Generally, can sell under Rule 144 after initial holding period

• Rule 144 may not be available for secondary sales• IPOCo may be required to keep a shelf registration statement

available for future secondary sales by owners of Holdings interests who exchange interests for stock of IPOCo (or use demand registration)

Employee Stock Options

• Company can offer ISOs and NQSOs to its employees as well as restricted stock and RSUs

• Because Holdings is not a C Corp, it cannot offer ISOs to its employees

• IPOCo may offer such ISOs to employees of both the IPOCo and partnership

• Alternatively, could issue “profits interests” in Holdings which are generally superior to ISOs

Questions?

Going Public Strategiestulsamlp.com/2015/1LW.pdfUSDP DM SHLX AM RMP GLOP † HMLP RIGP † NAP †...

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