Current Developments in Capital Markets Transactions in the Oil and Gas Industry March 4, 2020 MCLE Information (1.0 Hour Credit)

• Most participants should anticipate receiving their certificate of attendance in 4-6 weeks following the webcast • Virginia Bar Association members should anticipate receiving their certificate of attendance in 6-8 weeks following the webcast • All questions regarding MCLE Information should be directed to Victoria Chan at (650) 849-5378 or [email protected]

Gibson Dunn 2 Today’s Panelists

Michael Casey is a Partner and Managing Director in Gerry Spedale is a partner in the Houston office of Gibson, the Houston office of Goldman Sachs & Co. He has Dunn & Crutcher. He has a broad corporate practice, advising over 20 years of energy investment banking on mergers and acquisitions, joint ventures, capital markets experience and has advised on a variety of capital transactions and corporate governance. He has extensive raising and strategic transactions. Michael has broad experience advising public companies, private companies, capital raising and financing experience across equity investment banks and private equity groups actively engaging and debt markets, both public and private, as well as or investing in the energy industry. His over 20 years of joint ventures and private equity investments. In experience covers a broad range of the energy industry, addition to his financing transaction experience, including upstream, midstream, downstream, oilfield services Michael has significant experience in M&A, having and utilities. advised on numerous public company mergers, as well as advising both sellers and buyers on private company and asset transactions.

Doug Rayburn is a partner in the Dallas and Houston Hillary H. Holmes is a partner in the Houston office of Gibson, offices of Gibson, Dunn & Crutcher. His principal areas Dunn & Crutcher and Co-Chair of the firm’s Capital Markets of concentration are securities offerings, mergers and practice group. Ms. Holmes advises companies in all sectors of acquisitions and general corporate matters. He has the energy industry on long-term and strategic capital represented issuers and underwriters in over 200 planning, disclosure and reporting obligations under U.S. public offerings and private placements, including federal securities laws, corporate governance and M&A initial public offerings, high yield offerings, investment transactions. She represents issuers, underwriters, MLPs, grade and convertible note offerings, offerings by financial advisors, private investors, management teams and MLPs, and offerings of preferred and hybrid private equity firms in all forms of capital markets securities. Additionally, Mr. Rayburn represents transactions. Her experience comprises IPOs, registered purchasers and sellers in connection with mergers offerings of debt and equity securities, private placements of and acquisitions involving both public and private debt and equity securities, structured preferred equity, joint companies, including private equity investments and ventures and private equity investments. She frequently joint ventures. His practice also encompasses advises boards of directors, special committees, and financial corporate governance and other general corporate advisors in M&A transactions involving conflicts of interest or concerns. unique complexities.

Gibson Dunn 3 Disclaimer

• PRIVATE AND CONFIDENTIAL. This presentation has been prepared for the purposes of the Gibson Dunn conference and should not be disseminated. This presentation has been prepared by the Investment Banking Division and is not a product of Global Investment Research at Goldman Sachs. This presentation should not be used as a basis for trading in the securities or loans of the companies named herein or for any other investment decision. This presentation does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. This presentation has been prepared and is based on information obtained by us from publicly available sources. In preparing this presentation, we have applied certain assumptions, have performed no due diligence, and have relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us. We assume no liability for any such information. This presentation is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the dates indicated herein and we assume no responsibility for updating or revising this presentation. Goldman Sachs does not provide accounting, tax, or legal advice. Agenda

1. State of the Oil and Gas Capital Markets

2. Preferred Equity As a Flexible Tool

3. Developments in High Yield Debt Offerings

4. SPACs Continue and Change Course

5. Prospects for Rights Offerings

6. Direct Listings Evolve 1. State of the Oil and Gas Capital Markets (Goldman Sachs) Current State of the US Equity Market US Equities Sell off Sharply Driven by Coronavirus Concerns

Coronavirus Impact to the US Equity Market: Goldman US Equity Market Recap Sachs Baseline Path Forecasts for the S&P 500 n Market Snapshot — US equities sold off sharply last week, suffering their biggest weekly decline since October 2008, with the Dow (12.4)%, S&P 500 (11.5)% and Nasdaq (10.5)% Macro Drivers of Equity Markets 1n Last week’s market selloff was largely driven by concerns about the spread of coronavirus outside of China. This weighted on expectations that economic headwinds will be limited to Q1 and put a dent in the earnings recovery theme

2 Politics continued to receive attention, especially following Sanders’ victory in Nevada. However, Sanders’ momentum has turned from positive to negative for stocks

3 There has been a shift in monetary policy expectations, with the market now pricing in a 96% probability of a 50bps rate cut in March (vs. 11% for a 25bps The trajectory of the US and global economy is highly uncertain. A cut just a week ago). However, Fed officials argued that it is too soon to more severe pandemic could lead to a more prolonged business and community disruption and a US recession. GS’ three-month S&P 500 gauge the economic impact of coronavirus index target remains at 2900, assuming the US avoids a recession

Key Charts to Watch S&P Sector Performance US Equities Fall Sharply VIX Shoots Up 1 Week 2020 YTD 10% 45 6% Comm. Svcs. (9.5)% (5.7)% 40 40.1 Cons. Staples (10.4)% (8.0)% 2% Retail (10.5)% (3.4)% (2)% 35 (6)% (4.5)% Healthcare (10.6)% (9.5)% 30 (8.6)% Info Tech (11.1)% (3.8)% (10)% Cons. Discr. (11.2)% (7.2)% (14)% (11.5)% 25 S&P 500 (18)% (11.5)% (8.6)% 20 Utilities (11.8)% (4.4)% Indexed Price (22)% 2019 Avg 15.4 5yr Avg 15.1 Industrials (12.2)% (10.3)% (26)% (24.7)% 15 Materials (12.7)% (14.3)% (30)% 10 Financials (13.5)% (13.8)% 01-Jan 20-Jan 08-Feb 27-Feb 01-Jan 20-Jan 08-Feb 27-Feb Energy (15.4)% (24.7)% S&P 500 Nasdaq Russell 2000 S&P 500 Energy VIX

Source: FactSet, Bloomberg, CapIQ, AMG Data Services and Goldman Sachs Macro Economic Research as of 28-Feb-2020, Morningstar

Overview of the Energy Equity Capital Markets 7 Energy Weighting in the S&P 500 is at Multi Year Lows

Energy weighting in the S&P 500 is at ~20 year lows, down significantly from its peak in 2008

Current S&P 500 Sector Weightings Historical S&P 500 Index Energy Weighting

Peak: 16.3% 18 % 01-Jul-2008 ​OFSE WTI: $140.97 9%

​Midstream ​Real Estate 16 % 22% ​Utilities 3% ​E&P 4% 70% ​Materials 3% Avg. 14 % Energy ​Energy 4% Weighting Since 2000: 12 % 8.9%

​Information 10 % ​Consumer Technology Staples 24% 7% 8 % ​Consumer Discretionary 10%

S&P Energy S&P (%) Energy Weighting 6 % ​Health Care 14% ​Industrials 9% 4 %

​Financials 3.6 % 12% ​Communication 2 % Services 10%

0 % 2000 2004 2008 2012 2016 2020

S&P Energy Weighting Avg. Energy Weighting

Source: Bloomberg; market data as of 28-Feb-2020 Note: E&P includes: APA, APC, COG, COP, CXO, CVX, DVN, EOG, FANG, HES, MRO, NE, OXY, PXD, XEC and XOM. Midstream includes: HFC, KMI, OKE, PSX, VLO and WMB. OFSE includes: BHGE, HAL, NOV and SLB. Overview of the Energy Equity Capital Markets 8 Energy Equity Market Dynamics: 2019 in Review / 2020 Outlook

Energy Equities Remained Volatile Throughout 2019, Issuance Came in Well-Below Previous Tied Largely to Oil Prices / Geopolitical Headlines Years in Light of Broader Volatility

AMZ XLE OSX WTI XOP 50 % OFS Midstream E&P 30 % $ 65,425

10 % 6,572 (1)% (10)%

Indexed Price Indexed (21)% (22)% (30)% (35)% (42)% (50)% 15,908 Dec-18 Feb-19 Apr-19 Jun-19 Aug-19 Oct-19 Dec-19 Feb-20

$ 40,344 159 2020 Energy Equity Themes $ 35,463 $2.8bn of 2019’s total came from GE’s sell- Expectation for OPEC cuts to turn to increases post-2020, providing a down of BKR, which potential tailwind for improved sentiment as conditions around 6,074 represented the largest supply / inventory evolve 17,869 US registered energy equity follow-on in the Recent strength in oil and credit expected to put 2020 capital last 5 years allocation plans in focus; deleveraging and shareholder returns favored over capex 42,945 18,099 $ 18,590 Competitive FCF profiles compared to the rest of the S&P 500, a trend that is expected to continue as earnings / returns / FCF improve 7,565 22,316 Focus on profile and sustainability of crude inventories with regards $ 7,373 to maturing shale plays 4,822 11,290 3,322 $ 89 6,203 2,450 Long-term sector risks, such as focus on ESG / decarbonization, oil 89 demand, post-2020 policy overhang 2015 2016 2017 2018 2019 2020

Sources: Dealogic, Bloomberg as of 28-Feb-2020 Overview of the Energy Equity Capital Markets 9 Energy Equity Market Dynamics

As Investors Have Exited Energy Equity… …Energy IPOs Have Declined…

140 $ 43.1 $ 50 $ 500 $ 430 $ 70 103 $ 64.83 120 $ 250 $ 65 $ 40

$ 11 $ 45 $ 57.09 ) 100 $ 0 $ 60 bbl 80 $ 17.9 $ 30 $(250) $ 55 60 49 $ 11.8 $ 20 $ 49.09 WTI ($/ 34 $(500) $ 50.98 $(406) $ 50 40 $ 3.1

$ 43.82 IPOs of Number 15 $ 0.7 $ 10 20 $(750) $ 45 3 Transaction Value ($bn) Value Transaction

Energy Fund Flows¹ ($mm) Energy $(741) 0 $ 0 $(1,000) $ 40 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Number of IPOs Transaction Value

…And Majority of Equity Has Been Structured… …With Few Primary Offerings ($bn)

Common Equity Preferred Issuance Primary Secondary Mixed Offering ) $ 65.7

bn $ 49.5 $ 16.1 $ 6.2 $ 0.2

$ 31.5 $ 34.2 $ 22.5 $ 9.1 $ 16.8 $ 21.9 $ 20.3 $ 4.3 $ 43.1 $ 17.4 $ 49.5 $ 0.3 $ 2.7 $ 13.8 $ 8.1 $ 2.9 $ 1.2 Equity Offerings ($ Offerings Equity $ 22.5 $ 15.4 $ 17.9 $ 9.5 $ 4.9 $ 17.4 $ 13.8 $ 11.8 $ 0.2 $ 4.9 $ 3.1 $ 4.0 $ 0.7 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019

% Secondary 1 % 0 % 17 % 69 % 81 % Source: Bloomberg, Dealogic ¹ Shows U.S. energy equity fund flows excluding ETFs.

Overview of the Energy Equity Capital Markets 10 Targa Resources Sells 45% Interest in Badlands Bakken Asset to Blackstone GSO for $1.6bn

Transaction Overview Badlands Bakken Asset Map and Rig Activity

n On 19-Feb-2019, Targa Resources Corp. (NYSE: TRGP) announced a definitive agreement to sell a 45% interest in its Badland assets in North Dakota to funds managed by GSO Capital Partners and Blackstone Tactical Opportunities (collectively, “Blackstone”) for $1.6 billion in cash

— Implied multiple of 14x 2019E EBITDA¹

— Targa will continue to be the operator and hold majority governance rights

— Future growth capital funded on a pro rata basis

Transaction Rationale Badlands Asset Highlights

P Sale of minority interest in Badlands provides Targa with a n 480 miles of crude gathering pipelines and 260 miles of natural gas gathering pipelines meaningful portion of 2019 net growth capex plans n 125,000 bbls of crude storage P Improved balance sheet strength n Fee-based contracts, large acreage dedications and areas of mutual interest from multiple producers “Selling a minority interest in the Badlands at an attractive valuation n allows us to satisfy a substantial portion of our estimated 2019 equity Natural gas processing plant, Little Missouri (“LM”) funding needs and provides us with significant flexibility looking — LM1, LM2, and LM3 with 90 MMcf/d of processing capacity forward.” — 50% interest (JV with HESM) in LM4 expansion with 200 MMcf/d of processing - Joe Bob Perkins, CEO of Targa capacity, expected 2Q19 Announcement Press Release, 19-Feb-2019 — Transport agreement for LM4 NGLs to Targa Mont Belvieu fractionation complex

Source: Company disclosures, Drillinginfo ¹ Represents median of selected Wall Street Research estimates.

Overview of the Energy Equity Capital Markets 11 Leveraged Finance Market Update (US$ in billions)

Key Takeaways US Leveraged Loan & High Yield Issuance ($bn) n nd $600 bn Institutional Loans YoY Change: Leveraged loan new issue volume decreased for 2 High Yield Loans: 139.0 % consecutive year in 2019 $503 HY : 80.2 % n YTD 2020 new issue volumes higher year over year $450 bn $437

compared to same period in 2019 $337 $309 $300 bn $266 n Robust CLO formation supports loan market technicals, $258$270 $261 $263 while HY fund flows fluctuate on evolving market $162 conditions $150 bn $104 $67 n CCC spreads have widened significantly more than BB $44 $37 spreads over the past year $0 bn 2015 2016 2017 2018 2019 2019 2020

HY and CLO Fund Flows ($bn) HY Index and US 10Yr Treasury | 2015-2020

HY Fund Flows Δ From 28-Feb-19 CLO Formation 20.00 % BB (42) bps B (33) bps 10 Yr Treasury (156) bps 15.00 % CCC 90 bps $ 115 $ 129 $ 118 11.42% $ 81 $ 83 10.00 %

$ 11 $ 19 $ 8 6.20% $(7) $(15) 5.00 % 4.58% $(35) $(2)

1.15% 0.00 % 2015 2016 2017 2018 2019 2020 YTD 2015 2016 2017 2018 2019 2020 BB HY Index B HY Index CCC HY Index 10 Year Treasury Source: S&P LCD News & Research, Dealogic, Bloomberg; market data as of 28-Feb-2020 Note: Leveraged loan primary volume excludes repricings.

Overview of the Energy High Yield Markets 12 Summary Energy High Yield and Loan Issuance (US$ in billions)

Energy HY Issuance by Sub-Sector Energy Loan Issuance by Sub-Sector n There were 36 energy bond issuances in 2019 for ~$21.9bn of volume n There were 23 energy loan issuances in 2019 for ~$15.6bn of volume n There have been 18 energy bond issuances (across 14 deals) in 2020 n There have been 3 energy loan issuances in 2020 for ~$1.1bn of for ~$11.0bn of volume volume

$41.7 1.0 $38.2

14.8 8.6 $30.6 $18.5 2.8 $17.9 1.6 $15.6 4.0 11.5 $21.9 10.7 1.9 2.7

Refining 12.4 11.9 $10.0 Midstream $13.1 12.1 2.1 7.3 $11.0 OFS 21.9 11.0 $8.8 2.0 $5.6 18.1 8.1 E&P 1.9 2.7 $3.7 1.1 0.7 2.0 7.6 0.5 9.8 4.0 1.8 4.4 3.4 2.0 0.2 4.4 $1.1 5.9 0.2 0.4 0.2 4.6 2.9 0.4 2.9 3.0 0.6 1.5 0.4 1.5 0.5 2016 2017 2018 2019 1H'19 2H'19 Q1'20 2016 2017 2018 2019 1H'19 2H'19 Q1'20 E&P 32.1% 52.2% 47.3% 26.7% 22.2% 33.4% 41.4% 77.8% 24.4% 3.0% 9.6% 0.0% 27.0% 0.0% OFS 23.9 9.6 30.1 9.3 15.5 0.0 15.9 4.5 6.0 23.8 2.4 3.8 0.0 47.6 Midstream 34.8 35.4 22.6 55.2 62.3 44.8 24.4 4.1 69.6 64.3 70.5 75.5 61.3 34.2 Refining 9.2 2.5 0.0 8.8 0.0 21.8 18.2 13.6 0.0 8.9 17.5 20.7 11.7 18.3

Sources: Advantage Data, LCD News, Bloomberg; as of 28-Feb-2020 Overview of the Energy High Yield Markets 13 Energy HY Trading Performance Secondary Market Performance by Sub-Sector

Week Over 16.0 % YE 2019 Last Week Current Week ∆ YTD 2020 ∆ E&P 9.28 % 11.31 % 14.23 % 292 bps 496 bps Refining 5.21 % 5.58 % 6.58 % 100 bps 138 bps 14.98 % OFS 11.86 % 12.97 % 14.98 % 201 bps 312 bps 14.23 % 14.0 % Midstream 5.45 % 5.67 % 6.76 % 109 bps 131 bps

12.0 %

10.0 % Yield To To (%) Yield Worst

8.0 %

6.76 % 6.58 % 6.0 %

4.0 % Jan-17 May-17 Oct-17 Mar-18 Jul-18 Dec-18 May-19 Sep-19 Feb-20 E&P Refining OFS Midstream

Source: Barclays Live, Bloomberg; market data as of 28-Feb-2020 Note: On June 5, 2017, $2.38bn across 4 tranches of Tesoro Corporation’s senior notes were removed while 1 tranche of PBF Holding’s 7.25% senior notes due 2025 were added to the Refining Index constituents (D 134bps to overall index performance).

Overview of the Energy High Yield Markets 14 Busy Start to 2020 for HY Energy Issuance (US$ in millions)

There have been 18 high yield energy bond issuances (across 14 deals) in 2020 for ~$11.0bn of volume YTD (vs. ~$3.8bn of volume for the 2019 YTD period)

Date Priced 2/18/2020 2/11/2020 2/6/2020 1/22/2020 1/21/2020 1/16/2020 1/16/2020 1/10/2020 1/10/2020 1/9/2020 1/9/2020 1/8/2020 1/7/2020 1/7/2020

Left Lead GS Role - Joint Bookrunner - - - Joint Bookrunner - Joint Bookrunner - - - Joint Bookrunner Co-Manager Bookrunner

Sub-Sector Midstream Midstream E&P E&P Midstream Refining E&P E&P Refining E&P Midstream OFS OFS E&P

7 years 5 years 8 years 7.25 years 8 years 8 years 7 years 5 years 5 years 6 years 8 years 7 years 6 years 8 years Tenor 8 years 8 years 8 years 8 years 10 years

Size At $1000mm, split $900mm, split $500mm $400mm $500mm $500mm $1,000mm $800mm $1,100mm in total $500mm $750mm $750mm $800mm in total $900mm in total Launch equally equally

Security Unsecured Unsecured Senior Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured Gtd. Unsecured Gtd. Unsecured Unsecured

Use of Refinance Debt, Refinance Refinance Refinance Debt Refinance Debt Refinance Debt Refinance Debt Refinance Refinance, GCP Refinance Refinance Refinance, GCP Refinance Acquisition Proceeds Acquisition Tranche B1 / BB- B1 / BB Ba3 / BB / BBB- B2 / BB / BB- B1 / BB B1 / BB / BB B3 / BB- / B+ B3 / B+ B1 / BB- B1 / BB B1 / B+ Caa1 / B- Ba2 / BB- B1 / BB- Ratings PF Net 3.5 x 7.1x 1.5 x 2.1x 4.0x 1.2x ~ 3.5x1 2.1x 0.5x ~ 3.2x 4.9x 7.5x 3.9x 1.9x Leverage

Mid-High 5s - 5yr: Low-Mid 4s Mid-4s Mid-High 8s Low 5s Low 6s Mid-High 7s - 5yr: Mid 9s - 5yr: 5.25% area Low 9s Mid 7s Low 8s - 6yr: Mid 7s - 8yr: Mid-High 4s Whisper - 10yr: High - 8yr: Mid-High 4s - 8yr: 10% - 8yr: 5.75% area - 8yr: High 7s 4s–5% 10yr: 4.63 - 4.75 5.75 - 6.00% - 5yr: 4.25% area 4.125% 8.50 - 8.75% 5.00 - 5.125% 6.00% area 7.25% area - 5yr: 9.00 - 9.25% - 5yr: 5.25% area 9.00 - 9.25% 7.50 - 7.75% 7.75 - 8.00% - 6yr: 7.25 - 7.50% % Price Talk - 8yr: 4.50-4.75% - 8yr: 10% area - 8yr: 5.75% area - 8yr: 7.50 - 7.75%

Size At $430mm $1,000mm in total $400mm $500mm $500mm $1,000mm $1,200mm $1,000mm in total $1,000mm in total $550mm $750mm $750mm $1,000mm in total $900mm Pricing 98.591 // 6.00% - $500mm 5yr: - $600mm 5yr: - $600mm 5yr: - $600mm 4.13% 100.00 // 8.75% 100.00 // 5.00% 100.00 // 6.00% 100.00 // 7.125% 100.00 // 9.25% 100.00 // 7.75% 100.00 // 8.00% 100.00 // 4.50% (to yield 6.25%) 4.125% 9.50% 5.25% 6yr:7.25% Pricing - $500mm 8yr: - $400mm 8yr: - $400mm 8yr: - $400mm 8yr: 4.500% 10.125% 5.75% 7.5% - 5yr: 99.75 // - 5yr: 72.00 // - 5yr: 93.75 // - 6yr: 91.00 // 95.75 // 6.77% 93.75 // 5.09% 92.00 // 10.37% 100.50 // 4.90% 99.50 // 6.08% 94.00 // 8.28% 67.50 // 18.50% 86.75 // 10.23% 82.50 // 11.76% 95.50 // 5.08% Current 4.18% 18.44% 6.75% 9.27% Trading - 8yr: 96.63 // - 8yr: 71.00 // - 8yr: 95.50 // - 8yr: 92.00 // 5.02% 16.92% 6.48% 8.93% Call schedule revised to first call 8yr tranche pulled Additional Downsized by Upsized by Upsized by Downsized by Upsized by Upsized by N/A N/A at par + 75% of N/A N/A N/A N/A due to strong Notes $70mm $400mm $100mm $100mm $50mm $200mm coupon (from par demand for 10yr + 50%) Source: eReds, OMs, Bloomberg, GS SecDB; market data as of 28-Feb-2020 1 Based on LTM EBITDA from CapIQ of ~$646mm. Overview of the Energy High Yield Markets 15 Summary Energy High Yield and Loan Issuance (US$ in billions)

Energy HY Issuance by Sub-Sector ($bn) Energy Loan Issuance by Sub-Sector ($bn) n There were 36 energy bond issuances in 2019 for ~$21.9bn of volume n There were 23 energy loan issuances in 2019 for ~$15.6bn of volume n There have been 18 energy bond issuances (across 14 deals) in2020 n There have been 3 energy loan issuance in 2020 for $1.1bn ofvolume for ~$11.0bn of volume

$41.7 1.0 $38.2

14.8 8.6 $30.6 $18.5 2.8 $17.9 1.6 $15.6 4.0 11.5 $21.9 10.7 1.9 2.7 Refining 12.4 11.9 $10.0 Midstream $13.1 12.1 7.3 $11.0 2.1 OFS 21.9 11.0 $8.8 2.0 $5.6 18.1 8.1 E&P 1.9 2.7 $3.7 1.1 0.7 2.0 7.6 1.8 0.5 9.8 4.0 4.4 3.4 2.0 0.2 $1.1 5.9 4.4 0.4 4.6 2.9 0.2 0.4 2.9 3.0 0.6 1.5 0.4 1.5 0.5 2016 2017 2018 2019 1H'19 2H'19 Q1'20 2016 2017 2018 2019 1H'19 2H'19 Q1'20

E&P 32.1% 52.2% 47.3% 26.7% 22.2% 33.4% 41.4% 77.8% 24.4% 3.0% 9.6% 0.0% 27.0% 0.0%

OFS 23.9 9.6 30.1 9.3 15.5 0.0 15.9 4.5 6.0 23.8 2.4 3.8 0.0 47.6

Midstream 34.8 35.4 22.6 55.2 62.3 44.8 24.4 4.1 69.6 64.3 70.5 75.5 61.3 34.2

Refining 9.2 2.5 0.0 8.8 0.0 21.8 18.2 13.6 0.0 8.9 17.5 20.7 11.7 18.3

Sources: Advantage Data, LCD News, Bloomberg Overview of the Energy High Yield Markets Energy HY Trading Performance Secondary Market Performance by Sub-Sector

Week Over 16.0 % YE 2019 Last Week Current Week ∆ YTD 2020 ∆ 10 Year Tight ∆ E&P 9.28 % 10.08 % 10.51 % 43 bps 123 bps 589 bps Refining 5.21 % 5.39 % 5.31 % (8) bps 11 bps 106 bps OFS 11.86 % 12.36 % 12.45 % 9 bps 60 bps 726 bps Midstream 5.45 % 5.55 % 5.42 % (12) bps (3) bps 86 bps 14.0 %

12.45 % 12.0 % (%)

10.0 % 10.51 % To Worst Yield

8.0 %

6.0 % 5.42 % 5.31 %

4.0 % Jan-17 May-17 Sep-17 Jan-18 May-18 Sep-18 Jan-19 May-19 Sep-19 Jan-20 E&P Refining OFS Midstream

Source: Barclays Live, Bloomberg; market data as of 14-Feb-2020 Note: On June 5, 2017, $2.38bn across 4 tranches of Tesoro Corporation’s senior notes were removed while 1 tranche of PBF Holding’s 7.25% senior notes due 2025 were added to the Refining Index constituents (D 134bps to overall index performance). Overview of the Energy High Yield Markets Broader IG Market Dynamics: Year-In-Review and Looking Ahead

nd n 2019 was a robust year for markets with equities hitting record highs IG Volumes Declined for the 2 Time in the last 5y, (S&P rose 29%, best annual return since 2013) and IG US corporates 2020 Gross Supply Expected to be Down ~5-10% YoY returning 14.6% (best since 2009) Financials Corporates M&A as a % of Total $2,000 50 % n GS forecasts IG gross supply to be down ~5-10% in 2020; net supply to be down ~40%, implying the lowest net IG supply in a decade $1,750 $1,445 40 % — M&A related volume expected to slow ~20% YoY given weak $1,500 $1,342 $1,318 $1,263 $1,262 backlog (5+ year low) and low CEO confidence (lowest since 2008) $1,190 $1,167 $1,250 30 % n 2019 experienced the largest total ESG bond issuance volume with $822 $1,000 $773 $27bn on record. ESG financing volumes are expected to continue $778 $771 $829 $647 20 % acceleration into 2020 $750 13 % 20 % 20 % 20 % 15 % n LIBOR is predicted to go away at YE 2021 and the Secured Overnight $500 8 % Finance Rate (SOFR) was chosen as the USD LIBOR replacement1 10 % $568 $622 $250 $539 $492 $433 — In the hybrid space, this has resulted in investor preference for $542 securities that reference UST vs. LIBOR $0 0 % 2014 2015 2016 2017 2018 2019 2020

2020 Supply Drivers

M&A Refinancing Interest Rates FIG Supply 0 0 0 0 0

0 20% 0 5% 0 5% 5%

§ GS expects 2020 M&A supply to be • Annual redemptions continue to • Outlook for interest rates to • USD FIG redemptions expected to ~$150bn, or down ~20% YoY increase, with ~$942bn expected remain low will continue to be up 12% in 2020 § The ~$39bn M&A backlog to enter in 2020, +7% vs. 2019 support opportunistic funding •Supply decreased by ~13% in 2019, the year was at a 5+ year low vs. • Over 40% increase in IG liability • Economic uncertainty related to largely due to TLAC funding in 2017 $64bn in YE 2018 and $120bn in YE management activity in 2019 vs. coronavirus and slow European and 2018 2017 2018; pick-up likely to continue in economic growth continue to provide • We continue to see some headwinds § Record low CEO confidence may 2020 downward pressure on U.S. rates to Yankee bank supply as funding limit additional announced M&A • Upside case: pre-funding of 2021 • Potentially offset by continued levels in EUR continue to look activity in Q1 2020 maturities reverse Yankee issuance attractive and basis swap rises • Downside case: levered balance sheet companies (due to M&A funding) continue to refi with cash Sources: Goldman Sachs Investment Research / IBD Internal Estimates, Bloomberg, AMG Data Services, Dealogic, YieldBook 1 https://www.newyorkfed.org/medialibrary/microsites/arrc/files/2017/ARRC-Minutes-August-1-2017.pdf. 2 Excludes callable securities. 3 TLAC: Total loss absorbing capacity.

Overview of the Energy Investment Grade Markets 18 USD Investment Grade Bond Market Update Volatility Caused by Developments Around the Coronavirus Halt New Issue Activity

IG Corporate Index: Spreads Widen as Rates Reach Issuance: Record Lows on back of Coronavirus Concerns Total 2020YTD Supply Up 11% vs. 2019YTD 235 Financials Corporates M&A as a % of Total Avg. Since 2012 Avg. Since 2017 $2,000 50 % 215 IG Index 2020 YTD $1,750 Min 96 $1,444 40 % 195 Max 118 $1,500 $1,341 $1,317 $1,263 $1,262 YTD ∆ 17 175 $1,250 30 % Current 118 $1,000 $822 155 $778 $773 (bps) $771 $829 20 % 135 $750 20 % 20 % 20 % 15 % 115 $500 13 % $254 10 % $568 $622 $250 $539 $492 $433 95 $135 5 % Investment Grade Corp Spread Spread Corp Grade Investment $0 $120 0 % 75 2015 2016 2017 2018 2019 2020 2012 2013 2014 2015 2016 2017 2018 2019 2020 Investment Grade Fund Flows: Investors Continue to Top Ten US Corporate Return Since 1990: Have a Significant Amount of Cash to Put to Work 2020 YTD Return Up 12% vs. 2019 YTD 2015 Flows 2016 Flows 250 25 % 2017 Flows 2018 Flows 229 22.2% 2019 Flows 2020 Flows 200 20 % 18.7% 18.5% 176

150 14.5% 15 % 12.2% 100 107 10.3% 10.2% 71 10.1% 9.8% 86 10 % 9.1%

50 (vs. Prior Year)

0 Return in Total % Change 5 % Cumulative Fund Flows Fund ($bn) Cumulative

-50 -48 0 % 1 5 9 13 17 21 25 29 33 37 41 45 49 1995 2009 1991 2019 1993 2001 1997 2002 2012 2000 Week Source: Advantage Data, Informa, Dealogic, Reuters; Data as of 28-Feb-2020.

Overview of the Energy Investment Grade Markets 19 IG Midstream Markets Strong First Quarter

2020YTD Volume already >50% of 2019 Increasing Use of Long End vs. 2019 40 75% $36.9 2016 2017 2018 2019 2020YTD 63% $30.0 30 49% $25.3 50% 44% 20 33% $17.8 36%32% 33% $13.5 26% 25% 25% 20%21% 10 16% 10% 12% 11% 7%11% 7% 6% 9% 2%11%4% 3%8% 0 0% '16 '17 '18 '19 '20 YTD ≤ 3-Year 5 & 7-Year 10-Year 20 & 30-Year ≥ 60-Year

Strong Orderbook Subscription Due to Favorable Supply/Demand Technicals

Avg. Oversubscription: 3.8x 2020: 3.8x 7 6.2x 6 5.5x 4.9x 4.9x 5 3.6x 3.6x 3.8x 3.8x 4 3.3x 3.2x 3.5x 3.4x 2.9x 3.2x 2.8x 3.2x 2.7x (x) 3 2 1 0 Q1 '16 Q2 '16 Q3 '16 Q4 '16 Q1 '17 Q2 '17 Q3 '17 Q4 '17 Q1 '18 Q2 '18 Q3 '18 Q4 '18 Q1 '19 Q2 '19 Q3 '19 Q4 '19 Q1 '20 Orderbook Oversubscription Oversubscription Orderbook # of Tranches: 4 4 7 12 10 7 11 13 21 18 4 7 9 6 11 6 16 Volume ($bn): $ 2.9 $ 2.2 $ 5.9 $ 6.8 $ 8.5 $ 4.8 $ 8.1 $ 7.7 $ 16.2 $ 12.6 $ 1.4 $ 6.7 $ 8.3 $ 4.5 $ 8.1 $ 4.0 $ 15.1

Source: GS Internal, Bloomberg; market data as of Feb-2020

Overview of the Energy Investment Grade Markets 20 Strong 2019 for IG Upstream / Integrated with Lower Volumes in Q1

Annual IG Energy Issuance More than Doubled in 2019 Issuers Utilizing Balance of Tenors Across Curve 60 70% <3 5 & 7 10 20 & 30 62%

50 60% $43.7 50% 50% 45% 40 $13.0 (OXY/APC) 40% 168% 34% 32% 30 29% $54.1 28% 28% 27% 30% 25% 20 22% 21% 23% Issuance ($ bn) 20% 20% 19% $30.7 20% $24.8 (Other) 10 10% $16.1 $5.5 10% 6%

0 0% '16 '17 '18 '19 '20 YTD '16 '17 '18 '19 '20 YTD

Orderbook Demand Remains in Line with Historical Average

6 Avg. Oversubscription: 3.2x 2020: 2.7x +10.4 5 4.6x 4.7x 4.3x 4.0x 4.2x 4 3.4x 3.1x 3.1x 2.9x 3.0x 3 2.6x 2.5x 2.7x (x) 2.2x 2.4x 2.3x 2.3x 2

1

0 Orderbook Oversubscription Oversubscription Orderbook Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 # of Tranches: 19 12 10 5 10 7 13 7 3 2 6 7 7 3 23 11 6 Volume ($bn): $ 21.8 $ 16.1 $ 8.3 $ 4.1 $ 6.6 $ 6.7 $ 9.9 $ 6.6 $ 1.8 $ 1.6 $ 6.0 $ 7.0 $ 6.1 $ 2.4 $ 25.0 $ 9.4 $ 5.5

Note: Excludes issuance from national oil companies (NOCs) Source: Bloomberg, GS Internal; market data as of Feb-2020

Overview of the Energy Investment Grade Markets 21 Energy IG Trading Performance All-in Yields are at Historic Lows

7 IG OFS IG Midstream IG E&P Current 2.80 % 3.07 % 2.78 % Min over Last 5 years 2.74 % 3.03 % 2.72 % Date of Min over Last 5 years 2/25/2020 2/25/2020 2/25/2020

6

5

4 Yield to Worst (%) Worst to Yield

IG Midstream | 3 3.07 % IG OFS | 2.80 % IG E&P | 2.78 %

2 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20

Source: Advantage Data Inc as of 28-Feb-2020. Indices have a weighted average duration of ~8 years

Overview of the Energy Investment Grade Markets 22 Busy Start to 2020 for IG Energy Issuance across Sub-Sectors and Ratings Spectrum

Issuer

Sub-Sector Midstream Midstream Upstream Midstream Midstream Midstream Integrated Oil Field Services Midstream

Ratings (M / S) Baa1 / BBB+ Baa3 / BBB- Ba1 / BBB- Ba1 / BBB- Ba1 / BBB- Baa2 / BBB+ A1 / A- Baa1 / A- Baa2 / BBB

Pricing Date 1/6/2020 1/7/2020 1/8/2020 1/9/2020 1/16/2020 2/18/2020 2/19/2020 2/19/2020 2/19/2020

Size ($mm) 3,000 6,100 1,500 3,500 750 750 1,250 1,000 1,000

Use of Proceeds Repay debt and GCP Repay debt and GCP Repay debt and GCP Repay debt and GCP Repay debt Repay debt Repay debt Repay debt and GCP Repay debt and GCP

n 5y n 3y FRN n 10y n 10y n 5y n 5y n 5y Tenors n 30y n 30y n 2y FRN n 30y n 10y n 10y n 10y n 10y n 10y n 40y n PerpNC5 n 30y n PerpNC10 n 5yr: T+130 (2.900%) n 3y FRN: n 10yr: T+100 n 10yr: T+195 3mL+85bps (2.800%) (3.750%) n 5yr: T+140 n 5yr: T+145 n 5yr: T+200 n 31yr: T+145 n 30yr: T+270 (3.000%) (3.100%) (3.600%) n 30yr: T+107 n 10yr: T+135 n 10yr: T+135 Pricing n 3mL+50bps (3.700%) (5.000%) n 10yr: T+190 n 10yr: T+220 n 10yr: T+300 (3.000%) (2.920%) (2.900%) n 40yr: T+170 n PerpNC5 Pfd: (3.750%) (4.050%) (4.800%) (3.950%) 6.750% n 30yr: T+295 n PerpNC10 Pfd: (5.250%) 7.125% Avg. Spread Compression 22 bps 18 bps 30 bps 47 bps 38 bps N/A 18 bps 15 bps 20 bps from IPT Avg. Orderbook 3.5x 3.1x 3.8x 5.9x 3.4x N/A 2.6x 1.8x 1.9x Subscription

Additional Largest IG Lowest 30yr coupon - midstream offering - - - - among the majors - - Commentary ever ever

Source: Bloomberg, Informa. Overview of the Energy Investment Grade Markets 23 Buckeye Partners $2,850mm Credit Facilities $600mm Revolving Credit Facility & $2.25bn Term Loan B Goldman Sachs Acted as Joint Lead Arranger and M&A Advisor to IFM

Transaction Overview Company Overview n On 10-May-2019, Buckeye Partners LP (“Buckeye”) announced that IFM n Buckeye owns and operates a network of integrated assets primarily involved in Global Infrastructure (“IFM”) will acquire the outstanding public common units the transportation, storage, processing and marketing of liquid petroleum products of Buckeye for $41.50 per common unit (the “Acquisition”). The transaction is across the East Coast, Midwest and Gulf Coast regions of the United States, as valued at $10.3 billion enterprise value and $6.5 billion equity value well as in the Caribbean. Primarily operates through two main business segments: n On 16-October-2019, Buckeye successfully priced a $2,250 million covenant- — Domestic Pipelines & Terminals (“DP&T”): ~6,000 miles of pipeline with over lite first-lien secured term loan due 2026 at L+275 bps / 99.5 OID, proceeds 100 delivery locations and 110 active liquid petroleum product terminals with will be used to partially fund the Acquisition ~56 MMbbls of liquid petroleum product storage capacity ü Deal upsized by $500 million on the back of strong demand — Global Marine Terminals (“GMT”): 7 liquid petroleum product terminals located ü Deal priced tight of talk at L+300-325 bps in key global energy hubs with ~62 MMbbls of liquid petroleum product tank ü Multiple times oversubscribed, syndicated to a wide range of investors capacity n ü Structure allowed extant Unsecured and Jr. Subordinated Notes to stay IFM is an infrastructure fund investing on behalf of institutional investors globally, in place post-transaction with $90 billion of assets under management n Goldman Sachs served as Joint Lead Arranger and M&A Advisor to IFM, highlighting our leadership position across products in the Midstream universe Summary Terms Pro Forma Capitalization Borrower n Buckeye Partners xLTM Ranking n Senior Secured US$ millions 6/30/2019 Adj. PF EBITDA Corporate Ratings n Ba3 / BB / BB (Moody’s / S&P / Fitch) Cash on balance sheet $ 6 $(6) $ 0 Tranche Ratings n Ba1 / BBB- / BB+ (Moody’s / S&P / Fitch) Maturity n 7 years New $600mm Revolving Credit Facility 100 100 0.1 x Amount n $2,250 million New Senior Secured Term Loan B 2,250 2,250 2.7 x n Margin L + 275 bps; 0.0% LIBOR floor Total Secured Debt $ 2,350 $ 2,350 2.7 x Issue Price n 99.50 Existing $1.5bn Revolving Credit Facility 170 (170) 0 2.7 x Yield to Maturity n ~5.0 % Amortization n 1.0 % per annum Unsecured Notes due 2021-2044 3,300 3,300 6.5 x Call Protection n 101 soft call for 6 months 6.375% Jr. Sub Notes due 2078 400 400 6.9 x n Customary for facilities of this type and including Total Unsecured Debt $ 3,870 $ 3,700 4.2 x Negative limitations on indebtedness, liens, asset sales, mergers Total Debt $ 3,870 $ 6,050 6.9 x Covenants and acquisitions, transactions with affiliates, Equity Value1 4,085 411 4,496 12.1 x investments, and restricted payments Total capitalization $ 7,955 $ 10,546 12.1 x Financial Covenant n Covenant-lite PF LTM 6/30/19 Adj. EBITDA2 $ 872 Sources: Company disclosures, press release, LCD news, market data as of 17-October-2019. 1 Equal to total partner’s capital per Q2 2019 financials. 2 PF LTM 6/30/19 EBITDA excludes contributions from the divested DPTS asset package and VTTI of $13.7MM and $32.3MM, respectively.

PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking client of Goldman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a product of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the companies named herein or for any other investment decision. This document does not constitute 24 an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advice. Saudi Arabian Oil Company (“Saudi Aramco”) $12bn Debut Senior Unsecured Notes Offering Goldman Sachs International acted as Joint Lead Manager

Transaction Overview, Highlights, and Key Takeaways Summary Term Sheet n On April 9th, 2019, Saudi Aramco (A1 / A+), the world’s largest integrated oil and gas Issuer Saudi Arabian Oil Company (“Saudi Aramco”) company, priced its $12bn debut notes offering across 3-year, 5-year, 10-year, 20-year Issuer Ratings A1 (Moody’s) (stable) / A+ (Fitch) (stable) and 30-year tenors Use of Proceeds General Corporate Purposes — Marketing was announced on April 1st, consisting of a week-long roadshow covering Format 144A / Reg S Asia, London and the US Status Senior Unsecured — Capitalizing on the strong momentum built from engagement with 350+ investors, Pricing Date 09-April-2019 Saudi Aramco announced the transaction on April 8th at 8:30am ET Maturity 16-Apr-2022 16-Apr-2024 16-Apr-2029 16-Apr-2039 16-Apr-2049 n Transaction Highlights: Size US$1bn US$2bn US$3bn US$3bn US$3bn ü 2nd largest Natural Resources bond financing; matched the largest Oil & Gas Coupon (S.A bond financing ever 2.750% 2.875% 3.500% 4.250% 4.375% 30/360) ü Orderbook peaked at near triple-digit billions; final orderbook ranked top 5 Final Spread T+55 T+75 T+105 T+140 T+155 largest of all time Listing Regulated Market of the London Stock Exchange plc. — Orderbook was dominated by US investors (50% of final allocations distributed to Joint Lead JP Morgan | Morgan Stanley | Citi | Goldman Sachs | HSBC | NCB North America, 24% Europe, 19% APAC and 7% MEA) Managers ü Priced ~20bps through the Kingdom of Saudi Arabia’s (“KSA”) secondary levels, Investor Allocations despite being 100% owned by the KSA1 By Geography By Investor Type ü KSA bonds tightened ~15bps on average from marketing announcement to pricing, materially outperforming the broader market ​Other ​Hedge Funds 3% ü As its first step towards building a long-term relationship with the capital markets, the 9% Company publicly disclosed many details of its business for the first time including financials ​MEA 7% n Key Takeaways: ​Insurance/ — Depth of Demand in USD IG: US fundamental-focused IG investors drove pricing ​APAC 19% Pension leverage across an orderbook that was top 5 largest of all time ​North Funds ​Asset America 14% Manager — Strategic Positioning of the Unique Credit Story was Key: Despite A1/A+ credit 50% 59% ratings (constrained by the KSA’s ratings), Saudi Aramco priced closer to the higher- ​Banks/ Private Banks rated integrated oil majors by emphasizing its unique standalone credit attributes and ​Europe 15% addressing key areas of focus for IG investors 24% — Effective Marketing Pays Off: The Company met with 350+ investors across a mix of in-person meetings and telephonics, of which a majority placed orders comprising more than 75% of final allocation 91% Buy-and-Hold

1 Based on KSA trading levels at time IPTs were announced Accounts Source: Bloomberg, Dealogic, GS Syndicate as of 10-Apr-2019, Pricing Term Sheet dated 9-Apr-2019 PRIVATEOverview AND of CONFIDENTIAL.the Energy Investment This document Grade is being Markets sent to you for your information only as an Investment Banking client of Goldman Sachs and should not be forwarded outside of your firm. This document has been prepared25 by the Investment Banking Division and is not a product of the research department of Goldman Sachs. This document should not be used as a basis for trading in the securities or loans of the companies named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Cheniere Corpus Christi Holdings LLC (“CCH”) $1.5bn Debut IG Senior Secured Notes Offering Goldman Sachs & Co. LLC acted as Joint Active Bookrunner

Transaction Overview, Highlights, and Key Takeaways Summary Term Sheet n On November 6th, 2019, CCH (Ba1 / BBB- / BBB-), a subsidiary of Cheniere Energy, Issuer Cheniere Corpus Christi Holdings LLC (“CCH”) Inc. (NYSE: LNG), priced its $1.5bn debut 10-year secured notes offering Issuer Ratings Ba1 (P) / BBB- (S) / BBB- (S) by Moody’s / S&P / Fitch — Marketing was announced on November 5th, consisting of both a national Use of Proceeds To prepay a portion of the Term Loan Facility investor call and small group investor calls Format 144A / Reg S (with Registration Rights) — Capitalizing on the strong momentum built from engagement with 100+ Status Senior Secured th investors, CCH announced the transaction on November 6 at 8:00am ET Pricing Date 06-November-2019 n Transaction Highlights: Maturity 15-Nov-2029 ü Credit Story Resonates: CCH effectively communicated its credit story through a Size US$1.5bn robust marketing effort to achieve the most deeply negative new issue Coupon (S.A 30/360) 3.700% concession in the past 5 years while still upsizing the transaction by Final Spread T+190 $500mm Reoffer Yield 3.709% ü Repriced CCH’s Credit Curve: The migration of IG investors into the broader CCH Denoms $2,000 x $1,000 debt complex drove CCH’s existing 2027s ~20bps tighter on the day Joint Active ü BAML | Goldman Sachs | ING | Scotiabank Lowest Coupon in the Cheniere Family Ever: The 3.70% 10-year coupon that Bookrunners CCH achieved was the lowest coupon issued among all Cheniere entities ever, regardless of tenor1 Investor Allocations n Key Takeaways: Investor Mix (by $ amount) Investor Mix (by # of investors) — Strategic Positioning of CCH’s Unique Credit Story was Key: Despite entering the day with CCH’s existing notes trading at a ~40bps spread to Sabine ​Hedge ​Pension Fund ​Pension Fund Pass Liquefaction (“SPL”) (Cheniere’s other IG entity), a carefully crafted credit Fund 5% 7% story that highlighted many shared credit attributes between CCH and SPL ​Bank 6% allowed CCH to achieve only a 10-15bps spread to SPL’s secondaries at final 4% pricing — Importance of Conservative Price Talk: Conservative IPTs to begin the price ​Hedge Fund discovery process allowed CCH to build momentum and drive pricing leverage ​Insurance 31% resulting in 35bps of spread compression from IPTs, while still maintaining 16% ​Asset Manager orderbook integrity with 94% of allocations to buy-and-hold accounts ​Asset Manager 43% 69% — Effective Marketing Pays Off: The Company met with 100+ investors across a ​Insurance mix of in-person meetings, a national investor call, and small group calls, of ​Bank 17% which a majority placed orders comprising ~74% of final allocations 2% 1 Excludes Cheniere Energy, Inc.’s 2.25% Convertible Senior Notes issued in 2005 94% “Buy and Hold” Investors Source: Bloomberg, GS Internal as of 11-Nov-2019, Pricing Term Sheet dated 6-Nov-2019 PRIVATEOverview AND of CONFIDENTIAL.the Energy Investment This document Grade is being Markets sent to you for your information only as an Investment Banking client of Goldman Sachs and should not be forwarded outside of your firm. This document has been prepared26 by the Investment Banking Division and is not a product of the research department of Goldman Sachs. This document should not be used as a basis for trading in the securities or loans of the companies named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. 2. Preferred Equity As a Flexible Tool Preferred Equity: Overview

• Preferred equity is an attractive source of capital to the energy industry when:

o Private equity is not available or attractive o There is no market for common equity o Debt financing is less attractive or not available o There are institutional or affiliated sources of capital • Provides flexibility ØTerms ØPartial equity treatment for issuer (see S&P guidance in July 2019) ØDebt-like features for investors ØMay limit dilution • In energy industry, privately placed bespoke preferred equity has been a useful tool

o Registered offerings of retail marketed preferred stock/units are no longer in use

Gibson Dunn 28 Preferred Equity: Overview (Cont’d)

• Main features of preferred stock:

o Dividend payments ØRate, Form, Non/Cumulative, Restrictions, PIK

o Liquidation preferences ØLiquidation value, any adjustments to value, accrued and unpaid dividends

o Redemption rights ØMandatory/optional, triggers, price

o Voting powers o Conversion rights o Pre-emptive rights o Ranking within capital structure • Primary objectives for the investment:

o Fixed income returns; less volatility than common equity o Capital appreciation with down-side protection superior to common stock

Gibson Dunn 29 Preferred Equity: Considerations

• Potentially raise more capital than in PIPE of common equity

o Lack of market for public equity or extreme dilution at low stock price • Customize terms to meet the needs of the issuer and investor • Potentially issued at cheaper cost of capital than private equity or common equity • Current management can maintain control while raising large amount of capital

o Investor can protect investment with targeted governance rights o Particularly relevant for asset development financing • If public issuer, shareholder consent is required if voting power of preferred stock sold at a below market price is greater than 20% of voting shares outstanding or if purchasers include officers or directors

o Enter the “Bridge To Common” - If structured correctly, may allow for capital raise above these limitations

o Shareholder approval may also be required if insufficient authorized and unissued shares available

Gibson Dunn 30 Preferred Equity: Considerations (Cont’d)

• Coupon payments likely higher than debt

o PIK option may be important • Cross-default provisions may cause issues • Approval rights or other terms can limit flexibility when addressing balance sheet issues (eg, refinancing debt or selling assets) • Dilution of current investors if convertible • Could have ratings implications on the capital structure if treated as a debt security • Does not improve liquidity long-term • Process is longer than a public offering

o Negotiating terms can be lengthy o Obtaining consents may increase cost o May involve registration of underlying common or stockholder vote (after receive the capital)

Gibson Dunn 31 Preferred Equity: Forms

• Convertible Preferred Stock (or Units for MLPs)

o Perpetual o Dividend (quarterly) ØSome have PIK option; limited examples of common stock option

o Convertible into common equity at valuation based on common equity (upside) ØRecently, 12-25% premium to current common price; may be time limited

o Issuer may force conversion at pricing threshold based on common equity o Typically no call for some period of time (eg, five years for equity treatment) ØRecently, add optionality for call with proceeds from certain equity offerings

o Typically no put (other than change of control) for equity treatment ØIf put, often at par plus any accrued PIK amounts

o Recently, investors require ability to put and opt for cash instead of conversion o Limited governance rights focused on adverse impact on preferred stock o Transfer restrictions; issuer may require standstill o Placement agent fee or commitment fee; reimburse investor’s expenses

Gibson Dunn 32 Preferred Equity: Forms (Cont’d)

• Fixed Return Preferred Stock

o Typically 5-10 year term o Might be issued at subsidiary level if tied to financing a specific project o Provides fixed return ØIf dividends limited by debt agreements, ratchet up liquidation preference

o Typically includes put after period of time o Typically includes call right above minimum return level (upside) o May be coupled with equity kicker, such as warrants o Governance requirements are stronger and may be tied to use of proceeds ØDistributions on common equity may be permitted subject to conditions (eg, satisfaction of leverage ratio test and current payment of dividends)

o Transaction or commitment fee; reimburse investor’s expenses

Gibson Dunn 33 3. Developments in High Yield Debt Offerings High Yield and Investment Grade Offerings: Overview

• Overview

o High Yield bonds rated below investment grade (rating is below BBB-/Baa3) o High Yield bonds and Investment Grade bonds ØDifferent investors/buyers ØBonds have vastly different covenants

o Both High Yield and Investment Grade bonds are a significant source of capital to the energy industry

Gibson Dunn 35 High Yield Offerings: Overview

• Senior to equity but typically junior to bank debt (bank debt is typically secured for high yield issuers) • Significantly less restrictive than bank debt • Generally not sold in issues of less than $300 million • Typically bears interest at a fixed rate (unlike bank debt which bears interest at a floating rate) • Interest payments typically made semi-annually (bank debt interest payments are made at least quarterly) • Interest may be payable in cash or in PIK notes (“payment in kind”) • “Discount notes” accrete principal, which is essentially PIK interest • Payment of principal on the notes is typically required to be made, in full, at final maturity • Term is generally longer than bank debt's (e.g., 7-10 years versus 4-6 years)

Gibson Dunn 36 High Yield Offerings: Overview (Cont'd)

• Unlike traditional credit facilities, high yield bonds contain call protection

• Optional prepayment: normally subject to a “no-call” period (5 years for 10-year notes, 3 to 4 years for 7-year notes) o Bank debt is usually optionally prepayable at any time without premium o During the no-call period, either prohibited from prepaying the notes or must pay a “make-whole” premium (i.e. present value of all remaining payments during the no call period discounted by the treasury rate plus a small margin) o After the no-call period, the premium may be a set percentage of the principal amount (half the coupon in a 10 year deal with a 5 year no-call), where the percentage declines over time

• Prepayment upon a Change of Control: the issuer must offer to repurchase the notes at 101% of the principal amount o Unlike a bank deal, a Change of Control does not trigger an Event of Default

Gibson Dunn 37 High Yield Offerings: Overview (Cont'd)

Covenants: Affirmative and negative covenants are designed to ensure that the issuer will stay financially healthy and will use money wisely, and that the noteholders will stay informed on the status of the issuer. • Since the directors of the issuer generally have no fiduciary duty to the debtholders, the debtholders use contractual obligations to protect their interests. • The terms will be quite issuer-specific, since the risks of the issuer (which the noteholders will want to limit) and the needs of the issuer (for which the issuer will want to maintain flexibility) will vary. • Terms of high-yield deals need to be more permissive than terms of bank deals because of the difficulty of obtaining consents from a widely dispersed group of high- yield note holders.

o When negotiating high yield covenants, need to think about issuer’s plans over the next several years to build in appropriate flexibility

Gibson Dunn 38 High Yield Offerings: Overview (Cont'd)

• Negative covenants restrict, among other things: o Asset Sales o Restricted payments (dividends to equity, payments of more junior debt and certain investments) o Incurrence of debt o “Dividend blockers” (restrictions on dividends, loans and asset transfers from subsidiaries of the issuer to the issuer) o Transactions with affiliates o Engaging in unrelated businesses o Mergers and sales of all or substantially all assets

• Affirmative covenants require, among other things: o Guarantees from new domestic subsidiaries o Delivery of financial statements

• Do not contain maintenance covenants

Gibson Dunn 39 High Yield Offerings: Overview (Cont'd)

• Guarantees:

o Prevent structural subordination o Typically are required if subsidiary guarantees other indebtedness (and correspondingly release if other indebtedness released) • Security:

o Typically, high yield bonds are unsecured o Secured bonds usually issued by distressed issuers • Events of Default:

o Non-payment of principal, premium or interest o Non-performance of covenants o Acceleration of other debt o Assessment of certain judgments o Bankruptcy

Gibson Dunn 40 High Yield Offerings: Overview (Cont'd)

• If an event of default exists, a set minimum percentage of the holders (typically 25%) may elect to accelerate the debt and all outstanding amounts immediately are due • High-yield events of default are usually more permissive than covenants in a bank deal, including “covenant lite” deals

Gibson Dunn 41 High Yield Offerings: Overview (Cont'd)

• Offering memorandum or prospectus, including a Description of Notes section (the “OM”)

o Typically look to disclosure requirements for registered deals even if not registered • Indenture • Notes • Purchase Agreement • Registration Rights Agreement (except in “144A for life” or registered deals)

Gibson Dunn 42 High Yield Offerings: Selected Issues

• Ability to Issue Secured Debt – the “Hookie Duke” • The liens covenant and the debt covenant worked together to limit the amount of secured debt • Traditionally, liens are limited to the specified credit facility basket • Many energy companies have a more aggressive provision which allows any “Credit Facility” to be secured o Allows ratio debt and refinancing debt to be secured • During the downturns in 2014 / 2015 and 2016 issuers used these provisions to raise secured debt and exchange unsecured debt for secured debt (“priming”) • New issuers should expect some resistance to including this exception

Gibson Dunn 43 High Yield Offerings: Selected Issues (Cont'd)

• Redemption Provisions • The general construct of having an equity clawback, a T+50 make-whole and a fixed redemption based on the coupon hasn’t changed • Two changes in the redemption mechanics: o Shortening the notice period on a redemption o Conditional redemption

Gibson Dunn 44 High Yield Offerings: Selected Issues (Cont'd)

• Change of Control covenant requires the issuer to make an offer to purchase the bonds in the event the issuer undergoes a change of control (so the bondholders have a put right) • Two trends in the Change of Control Covenant o “Two-Trigger” Change of Control – a change of control following by a ratings decline within a certain period ØMore for seasoned issuers o No Change of Control is no person owns more than 50% of the voting stock of a resulting holding company ØViewed as pretty aggressive

Gibson Dunn 45 High Yield Offerings: Selected Issues (Cont'd)

• Unrestricted Subsidiaries o Not subject to the covenants, but limitations on counting financial results for meeting covenants • Customary requirements: o Able to make an investment equal to the FMV of the subsidiary o All contracts between the issuer/restricted subsidiaries and the unrestricted subsidiary must be arms length o Issuer does not have an obligation to subscribe for additional equity interests or preserve financial condition • If creating a Joint Venture, the JV partner typically does not want the subsidiary subject to the covenants o The last requirement can be problematic

Gibson Dunn 46 4. SPACs Continue and Change Course SPAC Market Remains Active

While The Number of SPAC IPOs Has Steadily Grown… …SPAC IPO Size Is Declining…

$ 12.7 60 $ 14.0 $469 48 $ 12.0 50 $ 9.8 $ 8.7 $ 10.0 $336 40 37 $ 8.0 $264 30 26 $265 $ 6.0 20 $ 3.8 $ 4.0 8 10 $ 2.0 Transaction Value ($bn) Value Transaction Average Average IPO Size ($mm) Number Transactions of Number 0 $ 0.0 2016 2017 2018 2019 Number of Transactions Transaction Value 2016 2017 2018 2019

…As A Number of SPACs Continue to Search for Deals SPAC Searching by Sector Number of SPACs Capital Searching for Acquisition ($bn) HE RE ​HC ​RE 3% 3% Announced DeSPACs 3% 3% Searching for Acquisition $ 9.5 48 ​General ​IND 15% 37 10 18% ​TMT 10% $ 5.4 16 ​CRG ​NR 38 21% 15% 21 ​FIG 15%

2018 2019 2018 2019 IPO Year IPO Year Source: Dealogic

Overview of the Energy Equity Capital Markets 48 Tortoise Acquisition Corp. $225 Million Initial Public Offering Goldman Sachs Served as Active Bookrunner Transaction Details Key Offering Highlights Pricing Date: February 27th, 2019 n Premier Sponsor in Tortoise with long track record in the Energy sector — Tortoise currently manages ~$18bn of AUM and is a market leader in publicly Ticker / Exchange: SHLL.U / NYSE traded energy investments Base: $225mm / 22.5mm units Size: — Tortoise is the largest institutional investor in the midstream space—its holdings w/ Shoe: $259mm / 25.9mm units are more than 60% greater than the second largest investor in the AMZ Fixed Price: $10.00 per unit — Tortoise’s core Midstream strategy has delivered investors a 10 year Each unit consists of (i) 1 share of Class A common stock and annualized return of 13.6% vs. the Alerian of 9.6% (400bps of outperformance) Unit Structure: (ii) 1 / 2 of a warrant — Experienced direct and PIPE investor, participating in over 85 financings of more than $2.7bn of capital¹ Sponsor: Tortoise Sponsor LLC n Forward Purchase $150 of committed capital from CIBC Atlantic Trust at the closing Attractive entry point with respect to market and valuation dislocation, Agreement of the initial business combination depressed commodity prices and capital starved assets Amount Held in — Injecting growth capital and providing public market sponsorship for energy Equal to 100% of the offering proceeds Trust: asset class with huge capital needs Target Industry: Energy n Comprehensive marketing campaign led to high quality placement and an oversubscribed book Acquisition Period: 24 months — Deliberate and tailored investor outreach aimed at sophisticated, energy- Sponsor Promote: 20% of common stock dedicated hedge funds, long-only mutual funds active in the SPAC space and dedicated SPAC investors led to a 70% 1x1 hit rate Barclays, UBS Bookrunners: Goldman Sachs, n Up to $150mm committed from CIBC Atlantic Trust in the form of a forward Marketing: 4 day roadshow, touching approximately 25 investors purchase agreement provided third party validation and alignment from a natural investor in the sector Distribution Overview Company Overview Institutional vs. Geographic Fundamental vs. n Tortoise Acquisition Corp. has an experienced team led by Vince Cubbage, Retail Breakdown Technical the Founder and CEO of Lightfoot Capital and former Chairman and CEO of Arc Logistics (NYSE:ARCX) ​Retail ​Other 1% 2% — At Lightfoot, Vince delivered investors an 11-year CAGR of 20% and MOIC of 2.8x ​CAN — Dedicated and experienced team with deep industry and financial expertise, 16% focused on evaluating and prioritizing assets with potential to generate highest risk-adjusted returns for shareholders ​Institution ​US ​Fundamental n 99% 82% Board of Directors composed of CEO & Director of GasLog Partners (Andrew 72% Orekar), Founder and President of Carta Energy (Sidney Tassin) and Director of Andeavor Logistics and MPLX (Frank Semple) Source: Dealogic, Offering Prospectus, Bloomberg Note: SPAC investors categorized by common SPAC IPO participants. ¹ Source: PrivateRaise as of 27-Feb-2019 Overview of the Energy Equity Capital Markets 49 Current Oil and Gas SPAC Activity

· Four oil and gas SPAC IPOs in 2019:

Name Date Sponsor Tortoise Acquisition Corp. March 2019 Tortoise RMG Acquisition Corp. February 2019 Riverside Management Group Switchback Energy Acquisition August 2019 NGP Energy Caopital Corp. Management, LLC Alussa Energy Acquisition Corp. November 2019 Alussa Energy (Daniel Barcelo)

· None in 2020 to date

Gibson Dunn 50 Current Oil and Gas SPAC Activity

· There are currently seven oil and gas SPACs looking for IBC targets:

· The four oil and gas SPACs that just completed IPOs in 2019 and have IBC deadlines in 2021 · Trident Acquisitions Corp. - extended IBC deadline twice; current IBC deadline June 2020 · AMCI Acquisition Corp. - IBC deadline August 2020 · Spartan Energy Acquisition Corp. - IBC deadline August 2020

• HL Acquisitions Corp. has a pending IBC - In Dec 2019, announced acquisition of 100% equity interest of Chi Energie (Singapore) PTE Ltd. from Sila Energy Holding to develop a modular LNG business to supply the remote power, oilfield service and transportation sectors in Oman

Gibson Dunn 51 SPACs as Minority Investors

• No requirement a SPAC acquire 100% of its target

• Under stock exchange rules, the De-SPAC transaction must be with one or more target businesses or assets that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting discount and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement for the De-SPAC transaction.

• Altus Midstream

Gibson Dunn 52 Oil and Gas SPAC Change of Direction

Stellar Acquisition III IPO Prospectus – • “While our efforts in identifying a prospective target business for our initial business combination will not be limited to a particular industry or geographic region, we will initially focus our search on identifying a prospective target business in the international energy logistics industry” • “We believe that the international oil and gas logistics, land and maritime oil and gas transportation, terminal and energy storage industries, which we refer to in this prospectus as the “energy logistics industry,” presents attractive opportunities for consolidation and growth and a favorable area in which to attempt to consummate a business combination. Our executive officers and directors have an aggregate of over 80 years of experience in the energy logistics industry, as managers, principals or directors of major worldwide maritime companies, where they have sourced, negotiated and structured transactions in these industries.”

Gibson Dunn 53 Oil and Gas SPAC Change of Direction – Cont.

Initial Business Combination - In December 2018, acquired Phunware, Inc. - a provider of Multiscreen-as-a-Service (“MaaS”) solutions, an integrated customer engagement platform that enables organizations to develop customized, immersive, branded mobile applications.

Gibson Dunn 54 Oil and Gas SPAC Change of Direction – Cont.

Black Ridge Acquisition Corp. IPO Prospectus • “We intend to focus our search on businesses in the energy or energy-related industries with an emphasis on opportunities in the upstream oil and gas industry in North America where our management team’s networks and experience are suited although our efforts to identify a prospective target business will not be limited to a particular industry or geographic region.” • “We will seek to capitalize on the significant operating and investing experience and contacts of our officers and directors in consummating an initial business combination. Kenneth DeCubellis, our chairman of the board and chief executive officer, has over 30 years of experience, primarily in the oil and gas and other energy- related industries, including 10 years at Exxon Mobil Corp. Mr. DeCubellis has served as chief executive officer of our sponsor, Black Ridge Oil & Gas, Inc., since November 2011. Black Ridge Oil & Gas, Inc. is an oil and gas company that pursues distressed asset acquisitions in all unconventional, onshore U.S. oil and gas basins, including over $100 million previously invested in the Williston Basin in North Dakota and Montana.”

Gibson Dunn 55 Oil and Gas SPAC Change of Direction – Cont.

Initial Business Combination - • In August 2019, acquired several sports entertainment companies, including the creator of the World Poker Tour® and arenas and online card and board games operations in China, the United States and Europe.

Gibson Dunn 56 5. Prospects for Rights Offerings Rights Offerings - Considerations

• Simply a dividend to all shareholder pro rata of a right to acquire equity for a set cash price • Prospective option for raising capital

o Concern over dilution in low equity price environment ØGives all shareholders opportunity to participate

o Need for capital but limited interest from new investors o Relative ease of execution o No traditional public offering expenses o Risk of funds shorting stock during public announcement o Longer process than some primary issuances (2 months) o Uncertainty as to amount of proceeds, unless employ backstop commitment • Board of directors must act in accordance with duties for declaring a dividend and manage any conflicts of interests

Gibson Dunn 58 Rights Offerings - Process

• Declare dividend of subscription rights for common stock on pro rata basis

o Price will be discount to market • Registered and transferable rights can be issued using registration statement that registers the rights before declaration

o Unregistered and nontransferable rights can be issued as a dividend without registration under “no sale” theory • Rights offering is open 16-40 days (NYSE requires 16-day minimum) • No special offering documents; SEC reports can satisfy information requirement • Committed backstop can provide certainty of some amount of proceeds

o Can offer “overallotment” option to all shareholders on pro rata basis • No shareholder approval required unless issuer pays compensation for backstop • Under SEC Staff guidance, must register shares of common stock underlying rights only after rights are outstanding (cannot use existing shelf) • Can involve concurrent PIPE to raise additional capital or receive unused backstop commitment capital

Gibson Dunn 59 6. Direct Listings Evolve Direct Listing

• Direct Listing: o listing of a privately held company’s stock for trading o on a national stock exchange (NYSE or Nasdaq) o without conducting an underwritten offering, spin-off or transfer quotation from another regulated stock exchange • Advantage of a Direct Listing as Compared to an IPO

o No Underwriting Fees or Roadshows

o No Lock-up Agreements - shareholders can immediately sell • Currently no ability for the issuer to raise capital through a primary offering in a direct listing but the NYSE has proposed amendments to its listing standards to permit such a primary offering • A privately-held company seeking to conduct a primary offering in connection with a direct listing under the NYSE’s revised proposal would qualify for such a transaction if:

o the company issues and sells at least $100 million in market value in the opening auction on the first day of listing; or

o the market value of shares sold in the opening auction by such company and the market value of publicly held shares immediately prior to listing, together, exceed $250 million

Gibson Dunn 61 NYSE Proposed Rule Change Regarding Direct Listing

Current NYSE Direct Listing Rules Proposed NYSE Rule Change (Pending SEC approval by March 29, 2020) only allows secondary direct listing, i.e., registered sale by allows “Primary Direct Floor Listing,” which permits a selling shareholders company to sell shares on its own behalf in connection with its initial listing upon effectiveness of a registration statement, without a traditional underwritten public offering requires the Company to demonstrate “it has $250 million in dispenses with such requirement for primary direct listing, as market value of publicly-held shares at the time of listing.” long as (i) the company sold at least $100 million in shares in the opening auction on the first day of listing, or (ii) the market value of shares sold in the opening auction by such company and the market value of publicly held shares immediately prior to listing, together, exceed $250 million company is required to have at least 400 round lot holders 90-trading-day grace period to demonstrate compliance with and 1.1 million publicly held shares at the time of listing the distribution requirements, so long as the company conducts (i) a primary offering of at least $250 million in market value of shares in the opening auction on the initial listing date, (ii) a secondary direct listing that demonstrates $350 million in market value of publicly held shares or (iii) a primary offering in which the aggregate of the market value of publicly held shares immediately prior to listing and the market value of shares sold by the company in the opening auction is at least $350 million. Gibson Dunn 62 NYSE Proposed Rule Change Regarding Direct Listing

A Current Guide to Direct Listings (https://www.gibsondunn.com/a-current-guide-to- direct-listings/)

An Interim Update on Direct Listing Rules (https://www.securitiesregulationmonitor.com/Lists/Posts/Post.aspx?ID=386)

Direct Listing Update: Revised Proposal for Primary Offerings (https://www.securitiesregulationmonitor.com/Lists/Posts/Post.aspx?List=f3551fe8%2D 411e%2D4ea4%2D830c%2Dd680a8c0da43&ID=387&Web=97364e78%2Dc7b4%2D446 4%2Da28c%2Dfd4eea1956ac)

Gibson Dunn 63 Thank you. Email or call with follow-on questions.