MLP or C-corp? Avoid the Noise—Focus on the Assets/media/... · BREAKING DOWN THE ENERGY...

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CENTER COAST BROOKFIELD MLP FOCUS FUND JUNE 2018 1 MLP or C-corp? Avoid the Noise—Focus on the Assets Recent changes in the composition of the energy infrastructure sector have created questions regarding the optimal way to construct an energy infrastructure portfolio. In particular, we have seen several restructuring announcements where Master Limited Partnerships (“MLPs”) have converted into traditional C-corporations (“C-corp”) via mergers & acquisitions (“M&A”) and believe that similar transactions could occur in the next twelve months. As a result, we think it is important for investors to understand how we think about our investment universe, where we focus our efforts, how we build our portfolio, and how changes in the sector impact our perspectives on energy infrastructure product management. Ultimately, we believe the best approach is to invest in the best midstream assets and remain agnostic to structure. BREAKING DOWN THE ENERGY INFRASTRUCTURE INVESTING UNIVERSE Energy infrastructure C-corps and MLPs represent an approximately $700 billion opportunity set, with approximately equal market capitalization concentration in both midstream C-corps and MLPs. While the market capitalization of the investing universe is nearly equal, the number of securities in each category is not. As shown in Exhibit 1, the majority of energy infrastructure securities still exists in the MLP structure. There are 22 midstream companies that are structured as C-corps, representing 18% of the total number of investable securities and less than 30% of all midstream securities. Structurally, the number of midstream C-corp securities makes it harder to diversify C-corp midstream ownership. In order to maximize the investment universe, we believe that the most optimal and flexible energy infrastructure portfolio invests in 100% midstream securities and will have no restrictions with regards to corporate structure—invest in the best assets regardless of the “wrapper.” EXHIBIT 1: THE ENERGY INFRASTRUCTURE INVESTMENT UNIVERSE (%) NUMBER OF SECURITIES Source: Brookfield Investment Management, Bloomberg. As of May 29 th , 2018 MARKET CAPITALIZATION ($B) 42% MIDSTREAM C-CORPS 6% NON-MIDSTREAM MLPS 52% MIDSTREAM MLPS 18% MIDSTREAM C-CORPS 44% NON-MIDSTREAM MLPS 38% MIDSTREAM MLPS

Transcript of MLP or C-corp? Avoid the Noise—Focus on the Assets/media/... · BREAKING DOWN THE ENERGY...

Page 1: MLP or C-corp? Avoid the Noise—Focus on the Assets/media/... · BREAKING DOWN THE ENERGY INFRASTRUCTURE INVESTING UNIVERSE Energy infrastructure C-corps and MLPs represent an approximately

CENTER COAST BROOKFIELD MLP FOCUS FUND JUNE 2018

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MLP or C-corp? Avoid the Noise—Focus on the Assets

Recent changes in the composition of the energy infrastructure sector have created questions regarding the optimal way to construct an energy infrastructure portfolio. In particular, we have seen several restructuring announcements where Master Limited Partnerships (“MLPs”) have converted into traditional C-corporations (“C-corp”) via mergers & acquisitions (“M&A”) and believe that similar transactions could occur in the next twelve months. As a result, we think it is important for investors to understand how we think about our investment universe, where we focus our efforts, how we build our portfolio, and how changes in the sector impact our perspectives on energy infrastructure product management. Ultimately, we believe the best approach is to invest in the best midstream assets and remain agnostic to structure.

B R E A K I N G D O W N T H E E N E R G Y I N F R A S T R U C T U R E I N V E S T I N G U N I V E R S EEnergy infrastructure C-corps and MLPs represent an approximately $700 billion opportunity set, with approximately equal market capitalization concentration in both midstream C-corps and MLPs. While the market capitalization of the investing universe is nearly equal, the number of securities in each category is not. As shown in Exhibit 1, the majority of energy infrastructure securities still exists in the MLP structure. There are 22 midstream companies that are structured as C-corps, representing 18% of the total number of investable

securities and less than 30% of all midstream securities. Structurally, the number of midstream C-corp securities makes it harder to diversify C-corp midstream ownership. In order to maximize the investment universe, we believe that the most optimal and flexible energy infrastructure portfolio invests in 100% midstream securities and will have no restrictions with regards to corporate structure—invest in the best assets regardless of the “wrapper.”

E X H I B I T 1 : T H E E N E R G Y I N F R A S T R U C T U R E I N V E S T M E N T U N I V E R S E (%) NUMBER OF SECURITIES

Source: Brookfield Investment Management, Bloomberg. As of May 29th, 2018

MARKET CAPITALIZATION ($B)

42% MIDSTREAM C-CORPS

6%NON-MIDSTREAMMLPS

52%MIDSTREAM

MLPS

18% MIDSTREAM C-CORPS

44%NON-MIDSTREAMMLPS

38%MIDSTREAM

MLPS

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A C O N S I S T E N T I N V E S T M E N T A P P R O A C HOur investment process seeks to identify the highest-quality energy infrastructure companies that possess what we believe to be critical and irreplaceable assets with stable and growing cash flows that are backed by proven management teams. Our investment process utilizes our owner/operator expertise, which we believe gives us an advantaged understanding of these

assets and management teams. We emphasize asset and cash flow quality as we seek to target superior risk-adjusted returns. Across all our portfolios, regardless of fund structure, our investment process is consistently applied based solely on our convictions. We invest in midstream assets that meet our investment objectives, regardless of the structure.

As the asset class continues to mature, we expect several more simplification transactions to occur. Many of the recent simplifications into a C-corp structure were driven by the recent Federal Energy Regulatory Commission (“FERC”) policy change, on which we have provided our views in prior commentaries. Other MLPs that are not impacted by the FERC policy change will look at their own fact patterns and circumstances to determine the best and most tax-efficient way of simplifying their corporate structure, with the expectation that the elimination of incentive distribution rights (“IDRs”) is a primary objective

during simplification. When the dust settles, we expect a large handful of companies to be structured as C-corps and a large handful of companies to be structured as MLPs. We think there are many midstream companies and investors that prefer the tax-advantaged status of the MLP structure. Regardless of the noise surrounding corporate structure, we will continue to invest like we always have—with a focus on critical assets backed by stable and growing cash flows and quality management teams that we believe will generate the best risk-adjusted returns for our shareholders.

O U R C L O S I N G P E R S P E C T I V E

For illustrative purposes only. See Appendix for additional disclosures.

For illustrative purposes only. Targets are subject to change without notice. The manager makes no warranty that the targets will be achieved. See disclosure page for additional disclosures.

E X H I B I T 2 : N O T A L L E N E R G Y I N F R A S T R U C T U R E I S C R E AT E D E Q U A L

E X H I B I T 3 : O U R I N V E S T M E N T P R O C E S S I S S T R U C T U R E A G N O S T I C

MIDSTREAM

W H E R E W E I N V E S T

To be clear, quality (and not-so-quality) companies exist in both the C-corp and MLP structures—not all MLPs (and midstream C-corps) are created equally. The characteristics of energy infrastructure and energy infrastructure related companies vary widely across the value chain, as shown in Exhibit 2. At Brookfield, we focus 100% of our investing efforts in midstream. These companies traditionally have

more fee-based business models and primarily focus on the gathering, processing, transportation and storage of oil, natural gas and natural gas liquids (“NGLs”). We favor entities with, what we believe to be, low commodity price exposure, minimal weather sensitivity, low demand elasticity, and high barriers to entry–regardless of whether that entity is structured as a C-corp or an MLP.

More Risk Less Risk

REFINING SHIPPING GATHERING PIPELINES

TERMINALS & STORAGE

EXPLORATION & PRODUCTION

COAL PROPANE PROCESSING & FRACTIONATION

LONG-HAUL PIPELINES

■■ Cash flow volatility

■■ Short-term contracts

■■ Cash flow seasonality

■■ Commodity exposure

■■ Cash flow stability

■■ Regulated returns

■■ Ten-plus year contracts

■■ Demand fees/minimum volume commitments

FOCUS ON BOTTOM-UP FUNDAMENTALS MAINTAIN A LONG-TERM APPROACH SEEK HIGH QUALITY AT ATTRACTIVE VALUATIONS✓ ✓ ✓

ASSET QUALITY■■ Strategic positioning■■ Operating risks ■■ Growth potential

MANAGEMENT QUALITY■■ Operational expertise■■ GP support and

track-record■■ Financial discipline

FINANCIAL ANALYSIS/VALUATION■■ Cash flow build-up■■ Relative valuation■■ Asset-level valuation■■ Cost of capital

PORTFOLIO CONSTRUCTION■■ Portfolio weightings a

function of valuation, fundamentals, and trading liquidity

O W N E R /O P E R ATO R D U E D I L IG E N C E E N H A N C E S A N A LY S I S T H R O U G H O U T IN V E S T M E N T P R O C E S S

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brookfield.com | [email protected]© 2018 BROOKFIELD INVESTMENT MANAGEMENT INC. INVESTMENT PRODUCTS: NOT FDIC INSURED | MAY LOSE VALUE | NOT BANK GUARANTEED

I M P O R T A N T D I S C L O S U R E S Must be preceded or accompanied by a current prospectus if used in connection with a Brookfield mutual fund purchase. You can obtain a prospectus for a Brookfield mutual fund by calling 1-855-777-8001 or visiting our website www.Brookfield.com The information in this communication is not, and is not intended as investment advice, an indication of trading intent or holdings or the prediction of investment performance. Views and information expressed herein are subject to change at any time. Brookfield Investment Management Inc. disclaims any responsibility to update such views and/or information. This information is deemed to be from reliable sources; however, Brookfield Investment Management Inc. does not warrant its completeness or accuracy. This email is not intended to, and does not constitute an offer or solicitation to sell or a solicitation of an offer to buy any security, product, investment advice or service (nor shall any security, product, investment advice or service be offered or sold) in any jurisdiction in which Brookfield Investment Management Inc. is not licensed to conduct business, and/or an offer, solicitation, purchase or sale would be unavailable or unlawful.

Opinions expressed herein are current opinions of Brookfield Investment Management Inc., including its subsidiaries and affiliates, and are subject to change without notice. Brookfield Investment Management Inc., including its subsidiaries and affiliates, assume no responsibility to update such information or to notify clients of any changes. Any outlooks, forecasts or portfolio weightings presented herein are as of the date appearing on this material only and are also subject to change without notice.

Mutual fund investing involves risk. Principal loss is possible. Investing in Master Limited Partnerships (“MLPs”) involves additional risks as compared to the risks of investing in common stock, including risks related to cash flow, dilution and voting rights. The Fund’s investments are concentrated in the energy infrastructure industry with an emphasis on securities issued by MLPs, which may increase volatility. Energy infrastructure companies are subject to risks specific to the industry such as fluctuations in commodity prices, reduced volumes of natural gas or other energy commodities, environmental hazards, changes in the macroeconomic or the regulatory environment or extreme weather. MLPs may trade less frequently than larger companies due to their smaller capitalizations which may result in erratic price movement or difficulty in buying or selling. The Fund invests in small and mid-cap companies, which involve additional risks such as limited liquidity and greater volatility. Additional management fees and other expenses are associated with investing in MLPs. Additionally, investing in MLPs involves material income tax risks and certain other risks. Actual results, performance or events may be affected by, without limitation, (1) general economic conditions, (2) performance of financial markets, (3) interest rate levels, (4) changes in laws and regulations and (5) changes in the policies of governments and/or regulatory authorities. Unlike most other open-end mutual funds, the Fund will be taxable as a regular corporation, or “C” corporation. Consequently, the Fund will accrue and pay federal, state and local income taxes on its taxable income, if any, at the Fund level, which will ultimately reduce the returns that the shareholder would have otherwise received. Additionally, on a daily basis the Fund’s net asset value per share (“NAV”) will include a deferred tax expense (which reduces the Fund’s NAV) or asset (which increases the Fund’s NAV, unless offset by a valuation allowance). To the extent the Fund has a deferred tax asset, consideration is given as to whether or not a valuation allowance is required. The Fund’s deferred tax expense or asset is based on estimates that could vary dramatically from the Fund’s actual tax liability/benefit and, therefore, could have a material impact on the Fund’s NAV. This material is provided for general and educational purposes only, and is not intended to provide legal, tax or investment advice or to avoid legal penalties that may be imposed under U.S. federal tax laws. Investors should contact their own legal or tax advisors to learn more about the rules that may affect individual situations.

Past performance is no guarantee of future results. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security.

Market capitalization refers to the total value of a company’s shares of stock. It is calculated by multiplying the price of a stock by its total number of outstanding shares.

The Fund is not required to make distributions and in the future could decide not to make such distributions or not to make distributions at a rate that over time is similar to the distribution rate it receives from the MLPs in which it invests. It is expected that a portion of the distributions will be considered tax deferred return of capital (ROC). ROC is tax deferred and reduces the shareholder’s cost basis (until the cost basis reaches zero); and when the Fund shares are sold, if the result is a gain, it would then be taxable to the shareholder at the capital gains rate. Any portion of distributions that are not considered ROC are expected to be characterized as qualified dividends for tax purposes. Qualified dividends are taxable in the year received and do not serve to reduce the shareholder’s cost basis. The portion of the Fund’s distributions that are considered ROC may vary materially from year to year. Accordingly, there is no guarantee that future distributions will maintain the same classification for tax purposes as past distributions. An investment in the Fund may not receive the same tax advantages as a direct investment in the MLP. Because deferred tax liability is reflected in the daily NAV, the MLP Fund’s after-tax performance could differ significantly from the underlying assets even if the pre-tax performance is closely tracked.Dan C. Tutcher, a portfolio manager of the Fund, presently serves on the board of Enbridge, Inc. The Fund may from time to time invest in Enbridge and its affiliates (the “Enbridge Companies”). The Fund’s Adviser has adopted policies and procedures to address potential conflicts of interest while allowing the Adviser to continue to invest in Enbridge Companies. However, from time to time, the Adviser may restrict trading from time to time, which may prevent the Fund from acquiring or disposing of securities of Enbridge Companies at a favorable time.

Quasar Distributors, LLC is the distributor of Brookfield Investment Funds and Brookfield Investment Management Inc. is the Investment Advisor.