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Understanding Master Limited Partnerships and the Future of Mergers & Acquisitions

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Understanding Master Limited Partnerships and the Future of Mergers & Acquisitions Understanding Master Limited Partnerships and the Future of Mergers & Acquisitions Presented to: Virginia Petroleum Convenience and Grocery Association TOM KELSO CEDRIC FORTEMPS, CFA Managing Director & Principal Managing Director 410.752.3833 ext.1 804.591.2039 [email protected] [email protected] M. VANCE SAUNDERS, CPA Vice President 804.591.2037 [email protected] 1021 East Cary Street, Suite 1150 100 South Charles Street, Suite 1350 Richmond, VA 23219 Baltimore, MD 21201 www.matrixenergyandretail.com Discussion Topics I. Update on Factors Driving M & A Activity II. Overview of Master Limited Partnerships III. Valuation of Master Limited Partnerships IV. Taxation of Master Limited Partnerships Appendix A: Matrix’s EMR Group Professionals 2 Presented to: Virginia Petroleum Convenience and Grocery Association I. Update on Factors Driving M & A Activity Factors Driving M & A Activity Motor Fuels Industry is Mature o Growth now needs to come from new store development or acquisitions o Need to spread costs over a wider base o Greater leverage on suppliers (fuels and c-store) Historically Low Interest Rates o Low interest rates reduce cost of capital making it possible to achieve hurdle returns with higher valuations o Change on the horizon Higher Operating Costs o Increasing government regulation o Needs for investment in technology 4 Factors Driving M & A Activity (cont.) Companies Committed to Industry & Looking to Grow o Public c-store companies o Large privately held c-store chains o Regional and multi-regional motor fuels distributors o MLP’s Ageing Population of Owners/Shareholders o Need for liquidity RFS/RIN Issues and Effects on Merchant Refiners Access to Capital o Debt, mezzanine and equity all available today o Companies accessing the capital markets • MLP’s • Debt capital markets 5 Matrix Convenience Store – Market Capital Index Matrix CS-MC Index™ Market Capitalization Index of Publicly Traded Convenience Store Operators Matrix's Market Capitalization Index™ S&P 500 150% 100% 50% 0% -50% Change in Market Capitalization -100% Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Jun- 13 See Note 1 Note 1 Matrix's Market Capitalization Index® equally weights the quarterly changes in market capitalizations for The Pantry Inc., Susser Holdings Corporation, Casey's General Stores, Inc. & Alimentation Couche-Tard Inc. Historical, daily stock prices were obtained from Yahoo!Finance and were multiplied by the number of outstanding shares reported in each company's most recent quarterly filing as of quarter end. The following outlines the filing dates of the most recent quarterly filings as of this publication for each company: The Pantry Inc. - 8/6/2013 Susser Holdings Corporation - 8/9/2013 Casey's General Stores, Inc. - 6/27/2013 Alimentation Couche-Tard Inc. - 7/10/2013 Alimentation Couche-Tard Inc.’s shares are listed on the Toronto Stock Exchange under the ticker symbols ATD.A and ATD.B. Couche-Tard Inc. has two classes of common shares: Class A Multiple Voting Shares and Class B Subordinate Voting Shares. Class A is largely held by incorporators and certain institutional investors. Class B is normally the most negotiated class as it is held by a greater number of shareholders and is therefore used in the index 6 Matrix Convenience Store – Enterprise Value Multiple Matrix CS-EVX Chart™ Corporate EV/EBITDA Multiples of Pubilcly Traded Convenience Store Companies PTRY SUSS CASY ATD Matrix Multiple™ 14x 12x 10x 8x 6x 4x EnterpriseValue to EBITDA Multiple 2x Q3 2008 Q3 2009 Q3 2010 Q3 2011 Q3 2012 See Note 2 Matrix CS-EVX Quarterly Multiples 2008 2009 2010 2011 2012 2013 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 PTRY 6.5 5.0 4.5 4.9 5.2 6.6 6.5 5.6 6.6 6.7 6.2 6.3 5.7 5.7 5.9 6.2 6.5 5.8 5.8 5.9 SUSS 7.1 6.0 5.9 5.8 6.1 6.4 6.6 5.8 5.8 5.4 5.1 4.8 4.7 4.4 5.4 6.3 7.7 7.0 8.7 9.7 CASY 7.4 5.7 6.6 6.0 6.6 6.4 6.2 6.8 8.4 8.3 8.1 8.4 8.0 8.5 8.8 9.2 8.9 8.5 9.3 9.4 ATD 5.8 4.8 3.9 4.1 4.7 5.0 5.1 4.3 5.0 5.6 5.2 5.6 5.1 6.2 6.5 7.8 12.1 9.6 8.7 8.7 Matrix 6.7 5.4 5.2 5.2 5.6 6.1 6.1 5.7 6.5 6.5 6.1 6.3 5.9 6.2 6.6 7.4 8.8 7.7 8.1 8.4 Multiple™ Note 2 The Matrix EV/EBITDA Multiple® was calculated for The Pantry Inc., Susser Holdings Corporation, Casey's General Stores, Inc. & Alimentation Couche- Tard Inc. by dividing each company's enterprise value by corporate EBITDA. Matrix utilized the market capitalization data described in Note 1 as well as information obtained from CapitalIQ in this calculation. Enterprise Value was defined to be the company's market capitalization less excess cash plus total debt plus minority interest. Excess cash was determined to be the adjustment required to lower a company's working capital ratio to 1.0. This chart is only updated through the second quarter of 2013. 7 Presented to: Virginia Petroleum Convenience and Grocery Association II. Overview of Master Limited Partnerships Total Returns Analysis - MLP Returns versus S&P 500 9 Recent Downstream MLP Initial Public Offerings In the last year, there have been four IPO’s (Northern Tier Energy, LP, Susser Petroleum Partners LP, Lehigh Gas Partners LP and Alon USA Partners, LP) with a fuels distribution component to their business and there are more on the horizon Lehigh Gas Partners (NYSE: LGP) is a good example of a recent IPO that took a fuels distribution business and convenience store operation and created separate entities to be able to split the business into an MLP structure so that as much qualifying income and assets were put into the MLP as possible and the remaining assets were put into a separate taxable entity that is not publicly traded In order to attract MLP investors, investment banks estimate that corporate EBITDA must be greater than $30 million (at time of IPO, historical adjusted corporate EBITDA was $39.1 million for SUSP and $31.2 million for LGP) Typically, the sponsor entity shareholders retain approximately 50% (50.1% for SUSP and 50% for LGP) of the units in the MLP and those units are subordinated shares, which have subordinated distribution rights for 3 years The capital raised by the selling parent entity is typically used to provide capital for payoff of debt, capital for future growth, and distributions to the sponsor shareholders 10 Master Limited Partnership Overview What is a Master Limited Partnership? o These are publicly traded partnerships, defined under section 7704 of the Internal Revenue Code, which have a partnership’s flow-through taxation characteristics, an LLC’s limited liability, and a corporation’s liquidity and access to capital markets. To qualify for MLP treatment, the entity must generate 90 percent of its income from qualifying activities What is considered qualifying income?: o Exploration, production, mining, processing, refining, storage, transportation, or marketing of natural resources such as oil, gas, coal, and renewable fuels among others o Downstream income from refineries, storage facilities, local distribution companies that market and sell fuel to retail and wholesale customers, and transportation of fuel to non-retail customers by pipeline, barge, rail, and truck are all qualified income. The operation of retail gas stations does not generate qualifying income o Real property rental income, interest income not from insurance or financial businesses, dividends, and commodity derivative income are also considered qualifying income 11 MLP Ownership General Partners (GPs) o Manage the operations of the MLP and are usually selected by the sponsor company that spun-off the MLP o Receive Incentive Distribution Rights (IDRs), which entitle the GPs to a larger share of the MLP’s distributions as the MLP’s performance and distributable cash flows improve over time. These are analogous to employee stock options Limited Partners (LPs): o Are passive investors in the MLP and are called unitholders, which are analogous to shareholders in a corporation o After GPs are paid their share of distributions, LPs are usually paid Minimum Quarterly Distributions (MQDs), which are outlined in the MLP’s prospectus. An MLP’s unit value would significantly decline if it failed to pay its MQDs o LPs have limited liability from claims against the MLP, but usually have little say in corporate governance issues 12 MLP Ownership 100% Corporate Sponsor MLP Public General 50% Limited Partner Partners 0% + IDRs 50% MLP 100% 0% 0.50 100% 85% 15% 0.60 75% 25% 0.75 50% 50% n/a Operating Subsidiary 13 MLP’s in the Energy Industries Limited Partnership investments have resulted in a total market capitalization of over $400 billion, with $325 billion from energy MLPs Increasing Risk Profile of MLP Entities o Pipelines and Storage/Terminals o Gathering & Processing o Propane and Heating Oil o Shipping o Coal o Upstream 14 MLP Ownership Why have MLPs become so popular?: o Most of the original MLPs founded in the 1980s could not maintain their distributions unless they held midstream assets with limited commodity exposure and stable cash flows.
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