CONE Midstream Partners, LP Initial Public Offering

Report
CONE Midstream Partners LP
Roadshow Presentation
September 2014
Disclaimer
This presentation is not a prospectus and is not an offer to sell securities. CONE Midstream Partners LP (the “Partnership”) has filed a
registration statement on Form S-1 (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering of
common units to which this communication relates, which has not yet been declared effective by the SEC. Before you invest, you should read
the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo
Securities, LLC at (800) 326-5897.
Investment in the common units offered by the Partnership involves risks associated with the Partnership’s business, the Partnership’s
organizational and legal structure, as well as the tax characteristics of the Partnership’s common units (among others). These risks can
significantly impact the market value of the common units. Please see the “Risk Factors” section beginning on page 22 of the prospectus
being circulated in connection with the proposed offering.
This presentation contains forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events
or conditions or that include the words “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of or
indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Our forward-looking
statements include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the
impact of such expenditures on our performance, the costs of being a publicly traded partnership and our capital programs. All statements in
this presentation about our forecast of distributable cash flow and our forecasted results for the twelve months ending September 30, 2015
constitute forward-looking statements. A forward-looking statement may include a statement of the assumptions or bases underlying the
forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are
cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or
identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties.
This presentation also contains information about the Partnership's, CONSOL Energy Inc.’s (“CONSOL”) and CONE Gathering LLC’s
(“CONE”) EBITDA, which is not a measure derived in accordance with GAAP and which excludes components that are important to
understanding the Partnership's, CONSOL’s and CONE’s financial performance. EBITDA should not be considered an alternative to net
income, net cash provided by (used in) operating activities or any other measures of performance, cash flows or liquidity prepared in
accordance with GAAP. EBITDA excludes some, but not all, items that affect net income or net cash, and these measures may vary from
those of other companies. As a result, EBITDA as presented in this presentation may not be comparable to similarly titled measures of other
companies. Reconciliations to the nearest comparable GAAP figures can be found in the prospectus and in this presentation.
2
Initial Public Offering Summary
Issuer
Sponsors
Units Offered 1
Filing Range and Yield
Offering Size 1
Ownership Retained 1
Coverage Ratio
Expected Tax Shield
CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL)
17,500,000 common units
$19.00 - $21.00 per unit (4.25% distribution yield at midpoint)
$350 million at midpoint
68.6% LP interest and 2.0% non-unitized GP interest retained by Sponsors
1.15x total unit coverage
80% or more through December 31, 2017
Use of Proceeds
Cash distribution to Sponsors and pay estimated offering expenses
MLP Structure
Traditional MLP with 49.0% subordinated units for 3 years; standard incentive structure
Lock-up Period
180 days
Joint-Bookrunners
Wells Fargo Securities, BofA Merrill Lynch, Citigroup, J.P. Morgan, Baird, Barclays, Deutsche
Bank Securities, Goldman, Sachs & Co., Morgan Stanley, Credit Suisse, RBC Capital Markets
Co-Managers
MUFG, PNC Capital Markets LLC, BB&T Capital Markets, BBVA, BNP Paribas, DNB Markets,
Mizuho Securities, TD Securities
Expected Pricing
1
CONE Midstream Partners LP (NYSE: CNNX)
September 24, 2014
Assumes no exercise of 15% over-allotment option
3
Presenters | Bios
Name
John T. Lewis
Title at CNNX Title at Sponsor
Chairman &
CEO
SVP, Corporate
Development
Noble Energy
Background
 Vice President, Southern Region of Noble Energy’s North America Division
 Director, Assets Development and Reserves at Noble Energy from 2006
CFO
EVP & CFO
CONSOL Energy
 Vice President, Finance with CONSOL
 Director of Research at FBR Capital Markets & Co.
 Equity research analyst covering O&G Exploration and Production,
Metals and Mining, and Local Gas Distribution companies from 1993 2011
Kenneth M. Fisher
Director
EVP & CFO
Noble Energy
 Senior Vice President and Chief Financial Officer of Noble Energy from
November 2009
 Executive Vice President of Finance for Upstream Americas for Shell
 Director of Strategy & Business Development for Shell
Timothy C. Dugan
-
COO, Exploration
& Production
CONSOL Energy
 Vice President, Appalachia South Business Unit for Chesapeake Energy
 Key operational roles with Cabot Oil & Gas Corporation and EQT
Corporation
David M. Khani
4
Key Investment Highlights
Experienced, Large-Cap
E&P Sponsorship
 Combined market capitalization of over $30 billion and executive management
with an average of over 28 years of experience in the energy sector
 Over 690,000 jointly-owned net acres in the Marcellus Shale
Strategically
Advantaged Marcellus
Assets




Dedicated 496,000 net acres in premier areas of Marcellus Shale
Access to liquids-rich and dry gas areas
Close proximity to processing facilities and long-haul transmission pipelines
Substantial Sponsor and third-party midstream infrastructure needs
Growth Through Stable,
Fixed-Fee Cash Flows




Pure-play gathering & processing MLP targeting top-tier growth profile
Long-term (20-year), fixed-fee gathering agreements with Sponsors
Expected throughput growth of 103% in 2014 and 56% in the forecast period
No direct exposure to commodity price risk
Financial Flexibility and
Strong Capital Structure
 MLP will have no leverage at IPO
 $250 million of undrawn borrowing capacity available
 Sponsors will bear over 80% of capital expenditures over NTM ending
September 30, 2015
Robust Distribution Growth
Expected
 Sponsors’ drilling program is expected to drive significant organic growth
 Visible drop-down acquisition opportunities of Sponsors’ retained interests
 Opportunities to attract third-party volumes
5
Sponsor and CNNX Overview
Sponsor Overview
 $9 billion market capitalization
 $25 billion market capitalization
 Over 5.7 Tcfe of proven reserves at year-end 2013 (44%
increase over 2012 total)
 Owns proved reserves of 1.4 Bboe and assets over $19 billion
at year-end 2013
 One of the largest producers in the Appalachian basin
 Worldwide producer of crude oil and natural gas
 30% annual production growth rate expected through 2016
 Interests in 13,000 net producing wells
 One of the industry leaders in exploration and
development capability
 Leading producer of coalbed methane in the Appalachian
Basin
 18% annual production growth rate expected through
2018
 Five core areas including Marcellus Shale, DJ Basin,
Deepwater Gulf of Mexico, West Africa and Eastern
Mediterranean
 Marcellus is CNX’s core gas play with 129% production
growth between Q2 2013 and Q2 2014
EBITDA Mix Shifting to E&P
Average Annual Net Volume Growth
700
2013
2014E
629 MBoe/d
2016E
525
Coal
37%
Coal
47%
Coal
68%
E&P
53%
MBoe/d
E&P
32%
E&P
63%
350
175
0
2013
Note: Market data as of September 15, 2014
Source: Company Filings, Capital IQ
Base
7
2014E
2015E
Onshore Horizontal
2016E
2017E
Offshore Projects
2018E
Exploration
Strong Anchor Tenants Developing Premier Marcellus Resource
Highlights
2014E Capex Budget

Two of the leading E&P companies in the Eastern United States

Marcellus acreage is the most important asset in CONSOL’s
upstream portfolio and is one of Noble Energy’s five core areas

Significantly expanded through acquisitions

Projected double digit annual production growth through
2016

CONSOL
Combined
2014E
Marcellus
Shale
Capex:
$2.0 billion1
Near term production shift towards wet gas drilling areas
“Integrated Development Plan” approach to reduce costs and
increase production

Other
41%
Noble Energy
Marcellus
23%
Marcellus
59%
Other
77%
Marcellus Acreage Position
2,000
(Acres in Thousands)
Sponsors’ Position
Represents One of Largest
Aggregate Acreage Positions
in the Marcellus
1,600
1,200
800
400
0
CHK/Statoil
Range
Shell
Seneca
Chevron
CNX / NBL
Exxon
EQT
Includes upstream and midstream capital expenditures on dedicated and ROFO acreage
Note: Company Filings, Investor Presentations
1
8
Antero
Bluescape
Chief/Radler
Anadarko
Ultra
Cabot
EOG
Talisman
CONE Midstream Partners LP (“CNNX”) Overview
CONE and CNNX Formation
 In 2011, CNX and NBL formed a 50/50 midstream
joint venture, CONE Gathering LLC (“CONE”), to
service their rapidly growing production in the
Marcellus Shale
 CNNX was formed through the initial contribution of
ownership interests in CONE’s assets housed in
three distinct development companies (“DevCos”),
including:
 75% interest in Anchor Systems
 5% interest in Growth Systems
 5% interest in Additional Systems
 Sponsors have dedicated over 496,000 acres to
CNNX for an initial term of 20 years
 Dedication is in one of the most cost-advantaged,
core development areas of the Marcellus Shale
 CNNX has a right of first offer (“ROFO”) on the
Sponsors’ remaining 194,000 net acres
NBL
Gathering System Information
NBL
As of June 30, 2014
Maximum
Interconnect
Capacity
(BBtu/d)
Pipeline
(Miles)
Compression
(HP)
System
Gas Type
Anchor
Dry / Wet
127
1,329
55,340
Growth
Dry / Wet
27
820
6,700
Additional
Dry / Wet
6
200
-
160
2,349
62,040
Total
9
Platform With Significant Organic and Drop-down Growth Potential
CONE Midstream
Partners LP
75%
interest
5%
interest
Organic Growth
Anchor Systems
 Established systems that comprise
a substantial majority of current
cash flows
 Large share of Sponsors’ PDP
volumes
5%
interest
Drop-down Growth
Growth Systems
Additional Systems
 Cash flow expected to ramp
significantly
 Currently producing modest cash
flows
 Robust growth profile
 Substantial growth from five
systems
 Strong organic growth on rising
throughput
 95% of capital expenditure
requirements initially absorbed by
the Sponsors through their retained
interest
 Cash flow expected to ramp
significantly
 Located on highly-contiguous West
Virginia acreage
10
 95% of capital expenditure
requirements initially absorbed by
the Sponsors through their retained
interest
 Located primarily in the wet gas
window of the Marcellus
CNNX Benefits From its DevCo Structure
Provides CNNX with a critical mass
of established gathering assets within
Anchor Systems at IPO
Sponsors
Shields CNNX from a substantial
portion of the capital requirements,
which will be borne by the Sponsors
CONSOL Energy Inc.
Noble Energy, Inc.
Common Units
Subordinated Units
Common Units
Subordinated Units
50%
Midstream JV
50%
CONE Gathering LLC
100%
CONE Midstream GP LLC
(our “General Partner”)
34.3% LP
Interest
34.3% LP
Interest
Incentive
Distribution Rights
MLP
Creates visible organic and dropdown distribution growth platform
2.0% GP
Interest
Public
Common Units
CONE Midstream
Partners LP
29.4% LP
Interest
100%
CONE Midstream
Operating Company
LLC
DevCos
75% Controlling GP Interest
5% Controlling GP Interest
5% Controlling GP Interest
Anchor Systems
Growth Systems
Additional Systems
25% LP Interest
95% LP Interest
95% LP Interest
11
Upstream Joint Development
and Growth Opportunities
Advantaged Position in Marcellus Core
Sponsors Hold Over 690,000 Net Acres in the Cost-advantaged and Prolific Area of the Marcellus

Sponsors formed 50/50 upstream joint venture in the
Marcellus in September 2011 with an area of mutual
interest that is supported by a 25-year joint development
agreement

100% operated, high net revenue interest and 87%
held by production as of June 30, 2014

CNX develops and operates in the eastern, dry gas
portion of the upstream acreage

NBL develops and operates in the western, wet gas
portion of the upstream acreage
JV Relationship Provides Development Synergies

Two management teams focusing on best practices

Diversified producers create capital investment stability

Improved efficiencies through shared resources and
purchasing power

Multi-basin perspective

Long-tenured Appalachian experience
NBL
NBL
13
Marcellus Shale – Advantaged Economics
Low Breakeven Provides Attractive Returns in Most Commodity Environments
Gas Shale Play Breakeven Prices
($/MMBtu)
$6.00
Acreage by Window
Marcellus
SWPA
(Dry)
9%
$5.00
Breakeven to Achieve a 15% IRR
CPA
South (Dry)
29%
Marcellus
(Wet)
34%
$4.00
WV
North (Dry)
28%
$3.00
$2.00
$1.00
$0.00
Utica (Wet)
Marcellus
SWPA
(Dry)
Marcellus
(Wet)
Granite
Wash
(Wet)
CanaWoodford
Marcellus
NE
WV
North
(Dry)
CPA
South
(Dry)
Barnett
Note: Assumes $90.00 / Bbl WTI | Reflects breakeven to achieve 15% after tax rate-of-return
Source: CONSOL and Noble Energy Estimates, Credit Suisse Research Report dated February 2014
14
Fayetteville Horn River
Piceance
Valley
Eagle Ford
(Dry)
Huron
Arkoma- Haynesville
Woodford
Granite
Wash
(Dry)
CNNX’s Throughput Growth Has Just Begun
CNNX Consolidated Throughput Growth
NTM Forecast
1,248
1,250
1,114
Anchor Systems
1,000
940
Growth Systems
Additional Systems
712
BBtu/d
750
900
552
453
500
490
370
233
250
130
161
155
172
Q4 2011
Q1 2012
Q2 2012
277
249
251
Q1 2013
Q2 2013
0
Q3 2011
Milestones
October 2008:
First flow of
horizontal
Marcellus well
System
Benchmarks
2008
September 2011:
CONE systems
initial volumes of
130 MMcfe/d
Q3 2012
Q4 2012
September 2011:
CONSOL and
Noble Energy form
CONE
2010
September 2011:
Mamont
first flow
Q3 2013
Q4 2013
January 2012:
Majorsville
Construction Start
2012
July 2012:
Majorsville
first flow
Q1 2014
Q2 2014
July 2014:
CONE systems
reach 700
MMcfe/d
2014
May 2014:
McQuay reaches
250 MMcfe/d
15
June 2014:
Mamont reaches
100 MMcfe/d
Q3 2014
Q4 2014
Q1 2015
Q2 2015
Q2 2015:
Projected 1.0 Bcf/d
throughput
2015E
June 2014:
Majorsville reaches
250 MMcfe/d
Q3 2015
Sponsors Employ Prudent Takeaway and Processing Strategy
Highlights
Approximately 1.0 Bcf/d of longterm firm transportation with four
major pipelines, including
Columbia, Texas Eastern and
Dominion

Firm transportation exceeds
current needs, allows for
substantial near-term growth

Long-haul firm transportation
reduces Appalachian basis
exposure
1.8
1.2
Bcf/d

Sponsors’ CNNX-Related Firm Transportation
0.6


In addition to current firm
transportation, the Sponsors are
targeting pipeline projects that
access diversified markets and
selling to customers who hold their
own firm transportation agreements
NGL extraction and fractionation
agreements with third-party
midstream service providers
0.0
2014
2015
16
2016
Distribution / Unit
CNNX is Positioned for Long-term Growth
$0.85
Visible Organic Project Backlog
 Sponsors currently have over 8,000 potential drilling
locations in the Marcellus Shale
 Sponsors intend to connect and commence production on
over 165 gross wells on dedicated acreage during the twelve
months ending September 30, 2015
Drop-downs of Sponsors’ retained interests
 Anchor Systems (25%), Growth Systems (95%), Additional
Systems (95%)
Annualized Minimum Quarterly
Distribution at IPO
Drivers of MLP Upside Potential
Completions
Rig Cycle
Time
Well
Recompletes
17
Third-Party
Volumes
Stacked Pay
Financial Overview
Key Financial Statistics
Daily Throughput 1
Total Capex
(BBtu/d)
($ in Millions)
1,200
900
$636.7
$640.0
1,051
$480.0
463
$514.5
$320.0
600
321
300
201
$160.0
588
201
$121.2
$84.4
$122.2
2012
2013
Forecast Period
$0.0
2013
$130.9
$46.5
321
0
2012
$121.2
Forecast Period
CNNX Distributable Cash Flow
EBITDA 2
($ in Millions)
($ in Millions)
$58.2
$60.0
$125.0
$113.9
$100.0
$45.0
$46.5
$75.0
$30.0
$50.0
$14.0
$15.0
$0.0
$25.0
$23.4
N/A
2012
$23.4
$0.0
2013
2012
Forecast Period
$24.5
$8.0
$67.4
$16.5
2013
Forecast Period
Note: Forecast Period defined as the twelve months ending September 30, 2015
Attributable to CNNX
Attributable to CONE
1 2012 and 2013 throughput reflects the Sponsors’ gross wellhead production
2 2013 EBITDA reflects unaudited pro forma EBITDA, inclusive of approximately $5.0 million of estimated annual incremental G&A expenses as a result of being a publicly traded partnership
19
Estimated Cash Available for Distribution
T welv e Months Ending
Septem ber 30, 2015
($ in Millions)
EBIT DA Attributable to CONE Midstream Partners LP
$67 .4
Less:
Cash Interest Ex pense
(1 .8)
Maintenance Capital Ex penditures
(7 .4)
Ex pansion Capital Ex penditures
(1 1 4.8)
Add:
Borrowings to Fund Ex pansion Capital Ex penditures
1 1 2.4
Cash Used to Fund Capital Ex penditures
2.4
Estim ated Distributable Cash Flow Attributable to CONE Midstream Partners LP
20
$58.2
Balance Sheet Well Positioned for Growth
CNNX Will Have a Balance Sheet and Liquidity Profile that Facilitates its Growth Strategy
Capitalization 1
($ in Millions)
Cash and Cash Equivalents
Sources
As of June 30, 2014
($ in Millions)
Historical
Pro Forma
$9.4
9.4
Gross Proceeds from IPO
$350.0
Total Sources
Revolving Credit Facility
-
-
Members' Equity / Partners' Capital:
CONSOL Energy
238.3
-
Noble Energy
238.3
-
Held by Public:
Common Units
-
324.7
Common Units
-
(51.4)
Subordinated Units
-
(51.4)
General Partner Interest
-
7.6
Held by Sponsors:
Total Members' Equity
$476.6
Non-Controlling Interests
-
Total Partners' Capital
Total Capitalization
1
215.3
444.9
$476.6
$350.0
$444.9
Assumes initial public offering at midpoint of the range of $19.00 per unit to $21.00 per unit
21
Uses
($ in Millions)
Distribution to Sponsors
Fees and Expenses
Total Uses
$323.6
26.4
$350.0
Financial Strategy and Highlights
Visible Growth Profile
Stable Revenue
Business Model
Prudent Distribution
Strategy
Collaborative
Capex Strategy
Balance Sheet
Poised For Growth
 Upstream development plan drives strong organic growth on existing system
 Large drop-down inventory from Sponsors’ retained ownership interest
 Long-term (20-year), fixed-fee gathering agreements with Sponsors
 No direct exposure to commodity price risk
 1.15x total unit coverage during forecast period
 Underpinned by dedicated acreage
 Sponsor-held subordinated unit structure mirrors industry standard
 CNNX is responsible for only its pro-rata share of capex in each system
 Significant portion of development capex retained by Sponsors
 No debt outstanding at IPO with $250 million of undrawn borrowing capacity
available under CNNX’s new revolving credit facility
 Plan to prudently utilize leverage to execute on growth strategy
22
Investment Highlights Recap
Experienced,
Large-Cap E&P
Sponsorship
Strategically
Advantaged
Marcellus
Assets
Growth
Through Stable,
Fixed-Fee Cash
Flows
Financial
Flexibility and
Strong Capital
Structure
Robust
Distribution
Growth
Expected
23
Appendix
Non-GAAP Financial Measures
($ in Millions)
CNNX Predecessor
1 2/31 /201 2
Net Income
CNNX Pro Forma
1 2/31 /201 3
1 2/31 /201 3
$1 9.9
$28.1
$22.9
Interest Ex pense
-
-
-
Income Tax Ex pense
-
-
-
3.4
5.8
5.8
$23.4
$33.9
$29.5
Depreciation and Amortization Ex pense
EBIT DA
EBITDA Attributable to CNNX
$21 .5
CNNX defines EBITDA as net income (loss) before income taxes, net interest expense, depreciation and amortization. EBITDA is used as
a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts,
lenders and ratings agencies, to assess:

CNNX’s operating performance as compared to those of other companies in the midstream energy industry, without regard to
financing methods, historical cost basis or capital structure

The ability of CNNX’s assets to generate sufficient cash flow to make distributions to investors

CNNX’s ability to incur and service debt and fund capital expenditures

The viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities
25

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