Tall Oak Midstream Acquisition
December 7, 2015
Strong. Innovative. Growing.
Forward-Looking Statements
This presentation contains forward-looking statements within the meaning of the federal securities laws. Although these
statements reflect the current views, assumptions and expectations of our management, the matters addressed herein
involve certain assumptions, risks and uncertainties that could cause actual activities, performance, outcomes and results to
differ materially than those indicated herein. Such forward-looking statements include, but are not limited to, statements
about future financial and operating results, guidance, projected or forecasted financial results, objectives, project timing,
expectations and intentions and other statements that are not historical facts. Factors that could result in such differences or
otherwise materially affect our financial condition, results of operations and cash flows include, without limitation, (a) our
failure to consummate the transactions, (b) the risk that we do not complete our financing transactions to fund the
transactions, (c) the risk that the entities and assets to be acquired will not be successfully integrated or that such
integration will take longer than expected, (d) the risk that the entities and assets to be acquired will not perform as
expected, (e) the risk that the assets to be acquired fail to generate follow-on investment opportunities, (f) the risk that the
transaction does not result in expected synergies, (f) the risk that we fail to enter into an arrangement with Devon regarding
minimum volume commitments, (g) the risk that the contemplated construction projects are not completed on time or at
all,.(h) the risk that we fail to maintain our investment grade credit rating, (i) changes in the availability and cost of capital, (j)
competitive conditions in our industry and their impact on our ability to connect hydrocarbon supplies to our assets, (k)
operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control, and (l)
the effects of existing and future laws and governmental regulations, including environmental and climate change
requirements and other uncertainties. These and other applicable uncertainties, factors and risks are described more fully in
EnLink Midstream Partners, LP’s and EnLink Midstream, LLC’s filings (collectively, “EnLink Midstream”) with the Securities
and Exchange Commission, including EnLink Midstream Partners, LP’s and EnLink Midstream, LLC’s Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Neither EnLink Midstream Partners, LP nor
EnLink Midstream, LLC assumes any obligation to update any forward-looking statements contained herein. The
assumptions and estimates underlying the forecasted financial information included in the guidance information in this
presentation are inherently uncertain and, though considered reasonable by the EnLink Midstream management team as of
the date of its preparation, are subject to a wide variety of significant business, economic, and competitive risks and
uncertainties that could cause actual results to differ materially from those contained in the forecasted financial information.
Accordingly, there can be no assurance that the forecasted results are indicative of EnLink Midstream’s future performance
or that actual results will not differ materially from those presented in the forecasted financial information. Inclusion of the
forecasted financial information in this presentation should not be regarded as a representation by any person that the
results contained in the forecasted financial information will be achieved. 2
Non-GAAP Financial Information
This presentation contains a non-generally accepted accounting principle financial measure that we refer to as
adjusted EBITDA. Adjusted EBITDA is defined as net income from continuing operations plus interest expense,
provision for income taxes, depreciation and amortization expense, impairment expense, unit-based compensation,
(gain) loss on noncash derivatives, transaction costs, distribution of equity investment and non-controlling interest and
income (loss) on equity investment. The amounts included in the calculation of this measure are computed in
accordance with generally accepted accounting principles (GAAP).
EnLink Midstream believes this measure is useful to investors because it may provide users of this financial
information with meaningful comparisons between current results and prior-reported results and a meaningful measure
of EnLink Midstream's cash flow after satisfaction of the capital and related requirements of its operations.
Adjusted EBITDA, as defined above, is not a measure of financial performance or liquidity under GAAP. It should not
be considered in isolation or as an indicator of EnLink Midstream’s performance. Furthermore, it should not be seen as
measures of liquidity or a substitute for metrics prepared in accordance with GAAP.
Investor Notice:
The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible
reserves that meet the SEC's definitions for such terms, and price and cost sensitivities for such reserves, and
prohibits disclosure of resources that do not constitute such reserves. This presentation may contain certain terms,
such as resource potential and exploration target size and risked resource. These estimates are by their nature more
speculative than estimates of proved, probable and possible reserves and accordingly are subject to substantially
greater risk of being actually realized. The SEC guidelines strictly prohibit us from including these estimates in filings
with the SEC. Investors are urged to consider closely the disclosure in Devon Energy Corporation’s Form 10-K,
available at Devon Energy Corporation, Attn. Investor Relations, 333 West Sheridan, Oklahoma City, OK 73102-5015.
You can also obtain this form from the SEC by calling 1-800-SEC-0330 or from the SEC’s website at www.sec.gov.
3
Tall Oak Midstream Transaction
4
Growth Alignment with Devon: sponsor to be largest customer on the system; supporting with minimum volume commitments
Top-Tier Assets in Cores of STACK & CNOW1: new assets in plays offering among the best drilling economics in North America
Focused Producer Customers: currently serving 15 customers; majority of top customers focused on STACK
Long-Term, Fee-Based Contracts: ~500,000 net acres dedicated; weighted average remaining contract term of ~15 years
Expanded Growth Platform: complements Cana gas system; longer-term potential for crude, condensate & NGL development
Strategic
Benefits
Flexible financing structure
$1.05 B to be paid at closing: $750 MM of convertible preferred equity; $250 MM of ENLC equity; $50 MM of debt
Remaining $500 MM installment to be paid within 12 months of closing
• EnLink has the option to defer $250 MM of the installment payment to 24 months
Expect financing structure to enable EnLink to maintain its investment grade credit profile
Line-of-sight to significant growth; expect ~7.5 - 8x consolidated adjusted EBITDA multiple of Tall Oak assets by 2018
Accretive acquisition and financing structure designed to support EnLink’s ability to grow distributions at ENLK and ENLC
Financial
Benefits
EnLink Midstream and Devon Energy Corporation plan to acquire two separate private companies in related transactions
Tall Oak Midstream – a gathering and processing midstream company with assets that support Felix Energy and
other producers; being purchased by EnLink for $1.55 B
Felix Energy – an E&P company with operations in the STACK play and an anchor producer to Tall Oak
Midstream; being purchased by Devon for $1.9 B
Transaction
Summary
EnLink and Devon are executing on two highly strategic acquisitions that strengthen their relationship,
diversify their underlying businesses and further align growth plans
1. STACK: “Sooner Trend (oil field), Anadarko (Basin), Canadian and Kingfisher (counties)”; CNOW: Central North Oklahoma (location), and Woodford (resource)
Strategic Benefits
Growth Alignment With Devon
6
Aligns Devon’s & EnLink’s Growth Plans
Devon to Acquire Felix Energy for $1.9 B
— Acreage in economic “core” with highest returns in
STACK
— ~ 80,000 net surface acres
— Devon expects to spend ~$500MM in 2016 to drive
STACK growth of >30% year-over-year
— Accelerating activity to ~10 rigs (includes partner activity)
Best in Class STACK Position
— Largest and best position in the play
— ~ 430,000 net surface acres (Devon and Felix included)
— ~ 5,300 risked locations (Devon and Felix included)
Alignment with EnLink
— 100% of Felix acreage dedicated to Tall Oak
— Largest customer on Tall Oak system
— 15-year acreage dedication
— 5-year minimum volume commitments that cover
gathering and processing for dedicated Felix acreage
Tall Oak Assets
EnLink’s Central Oklahoma System Post-Closing 1
Chisholm Plant: 100 MMcf/d cryogenic processing plant
‒ Additional 200 MMcf/d cryogenic plant to be in-service
by third quarter 2016
‒ Chisholm site expandable up to 700 MMcf/d
Battle Ridge Plant: 75 MMcf/d cryogenic processing
Over 500 miles of pipeline in service or under construction
Currently constructing 42-mile, 16” pipeline that will
connect Battle Ridge and Chisholm plant systems
‒ Expected to be completed by year-end 2015
‒ Allows gas to be processed at either processing plant
‒ Allows movement of gas from STACK to eastern residue
markets, which trade at a premium
Top-Tier Assets in Core of STACK & CNOW
7
Creates Franchise Position in Central Oklahoma
Central Oklahoma System Map Post-Closing 1
3 processing plants with 525 MMcf/d of capacity
– Expanding to 725 MMcf/d upon completion of
Chisolm Plant expansion in Q3 2016
~715 miles of pipeline in-service with additional
pipelines under construction
(1) Includes EnLink’s Cana processing plant and gathering pipelines and assumes completion of the Tall Oak Midstream acquisition.
STACK Play CNOW Play
Chisolm
Battle Ridge
Top-Tier Assets in Core of STACK & CNOW
8
Early-Stage, Rapidly Developing Growth Plays
STACK Overview
Oklahoma’s STACK and CNOW are early-stage growth plays with strong well results
Two main stacked producing formations
‒ Meramec
‒ Woodford Shale
Well performance has improved rapidly as large
independents have applied learnings from other basins
Meramec and Woodford shales range in depth from
6,500’ to 11,000’
‒ Low economic break-evens supporting recent
movement of rigs to the area
27 rigs active in the STACK play as of November
2015(1)
CNOW Overview
Two main stacked producing formations
‒ Mississippi Lime
‒ Woodford Shale
Shallow zones at 4,000’ to 5,000’ cost at less than
~$2MM per well to drill and complete
3 rigs active in the CNOW play as of November 2015(1)
(1) Source: RigData as of 11.24.2015; active rigs during month of November in counties where Tall Oak has acreage dedications.
Tall Oak Core Counties Rig Count
WT
I S
po
t P
rice
31
35
37
41
36
28
24
26
29
32 33
35
30 30
$0
$10
$20
$30
$40
$50
$60
$70
$80
$90
$100
0
5
10
15
20
25
30
35
40
45
Oct-14
Nov-14
Dec-14
Jan-15
Feb-15
Mar-15
Apr-15
May-15
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Blaine County Canadian CountyKingfisher County Lincoln CountyPayne County WTI Price
# o
f R
igs
Top-Tier Assets in Core of STACK & CNOW
9
Robust Drilling Economics
Tall Oak footprint encompasses an area containing some
of the most economic upstream assets in North America
Breakeven prices compare favorably with Permian Basin
and Eagle Ford
STACK play represents multiple pay zones with
significant inventory of drilling locations
Historical vertical development provides insight into the
entire stratigraphic column and de-risks the play
significantly
The STACK Is One of the Most Economic Resource Plays in North America
(1) Source: RigData as of 11.24.2015
(2) Source: Jefferies research. Uses NYMEX strip oil pricing as of November 13, 2015 and assumes constant natural gas pricing of $3.00 / MMBtu
Oil-Weighted Breakeven Summary 2
$0
$5
$10
$15
$20
$25
$30
$35
$40
$45
$50
LowerSpraberry
Dewitt SuperRich
Condensate
MeramecVol. Oil Core
Wolfcamp A- Howard
Co.
2nd BoneSpring - East
Dewitt RichCondensate
MeramecBlack Oil
WoodfordSouth
Canadian
Dewitt Vol.Oil
MeramecVol. Oil
WoodfordBlack Oil
CNOW
Rig Count % Decline Across US Oil Plays 1
-80%
-60%
-40%
-20%
0%
20%
40%Tall Oak CoreCountiesWTI Price
Total US
Permian Basin
Bakken
Eagle Ford
Acreage map
STACK Play
CNOW Play
Superior Contracts, Focused Producers
10
Providing Long-Term, Stable Cash Flows
Tall Oak’s Customers
15 customers
Largest customers include Devon (subject to its
acquisition of Felix Energy), PayRock Energy,
American Energy-Woodford and other major
producers in the area
Contract Terms
Fee-based contract structure
Weighted-average remaining contract term of
~15 years
~220,000 net acres dedicated in the STACK
~280,000 net acres dedicated in the CNOW
Minimum volume commitments from Devon (through
acquisition of Felix Energy) and American Energy -
Woodford
Expanded Growth Platform
11
Long-Term Growth Opportunities
Crude/condensate opportunities
– Holds crude dedications from select producers
including Felix Energy
– Close proximity to Cushing and local refineries
– Devon and EnLink exploring crude development
opportunities in the STACK
NGL development opportunities
– Liquids rich plays create significant NGL production
at processing facilities
– NGL pipeline and fractionation opportunities with
expanded processing footprint
Oklahoma Express Project
– Potential to link Oklahoma and North Texas assets
– Will de-bottleneck production growth from the
Midcontinent and utilize capacity and market
access in North Texas
Goal to interconnect with demand-driven
markets on Gulf Coast
– Access EnLink’s Louisiana system
Financial Benefits
Tall Oak Acquisition Structure Focus on Financial Flexibility & Strong Balance Sheet
Manage leverage by minimizing debt
Limit near-term execution risk of financing plan
Create flexibility through installment sale by providing EnLink with
options to fund remaining purchase price including:
- Equity issuance
- Additional ENLK convertible preferred equity
- Potential non-core asset sales
EnLink developed a flexible financing plan to manage the near-term impact of a large acquisition
Sources of Funds Illustration ($MM)
Financing Plan Goals
1 ENLK Revolving Credit Facility $50
2 ENLC Common Equity $250
3 Convertible Preferred Equity $750
4 Cash & Units to Seller at Closing $1,050
5 Cash Due Within 1 Year1 $500
6 Total Consideration to Seller $1,550
$750 million funded by newly issued ENLK convertible preferred equity
- Annual coupon of 8.5% PIK for the first six quarters
- Coupon thereafter set to the greater of (a) 7.5% cash + 1.0% PIK or
(b) 7.5% cash + PIK amount above the cash payment that achieves
in total the same distribution as the underlying common units
$250 million funded by issuing ENLC common equity to sellers
- ~16% interest in Tall Oak owned by ENLC
$50 million funded with ENLK Revolving Credit Facility
$500 million installment payment not due at time of acquisition
- Cash payment due to sellers not later than 12 months from close
• EnLink has the option to defer $250 MM to 24 months
Tall Oak Acquisition ($1.55 billion)
13 (1) EnLink has the option to defer $250 MM to 24 months from close.
Tall Oak Acquisition Structure
14
Flexibility with Financing Structure
~$750MM
Convertible
Preferred
EnLink Midstream, LLC
Devon
Energy
Public
Unitholders
~63.0% ~37.0%
~0.5% GP
~26.5% LP
~28.4%
LP
~44.6%
LP
Tall Oak
TPG/Goldman(2)
EnLink Midstream
Partners, LP
TPG/Goldman(2) is investing in EnLink via convertible preferred equity
With the opportunity to expand preferred investment by $500 million to fund Tall Oak capital expenditures or to fund installment purchase
EnLink expects to maintain its investment grade credit rating at Moody’s and S&P
Devon continues to hold majority ownership at ENLC
Pro Forma Organizational Chart (1)
(1) Devon and Public ownership in ENLC is pro forma
(2) Represents TPG Capital and funds managed by the Merchant Banking Division of Goldman Sachs
~84%
~16%
Acquisition Considerations
Financial Benefits
15
Strong Sponsor Support
Tall Oak expected to add ~ $75 - 85 MM incremental consolidated
adjusted EBITDA1 in 2016 (assuming a 1/1/2016 transaction close) with
expected 2016 system volumes of ~ 130 MMcf/d
Pro-forma transaction multiple of ~ 7.5 – 8.0x consolidated adjusted
EBITDA1 of Tall Oak expected by 2018, which represents expected 2018
adjusted EBITDA1 of ~$300 MM
Devon minimum average volume commitments for 5 years
3 year expected Tall Oak capital expenditures of ~$650 MM, including:
- 2016 capital expenditures of ~$350 MM
• First quarter 2016 capital expenditures of ~$150 MM to be funded
with revolving credit facility
- Capability to use convertible preferred equity to fund additional Tall
Oak capital as needed
Minimal maintenance capital expected given Tall Oak system is newly built
Impact to EnLink
For 2016, the transaction is expected to provide low single digit accretion to distributions at ENLK and mid-single
accretion to distributions at ENLC on a percentage basis
Positive 2016 accretion on fully diluted basis also
Results based upon current commodity price environment
Ownership at ENLC provides tax benefits as well as dropdown opportunities
Devon Minimum Volume Commitments
0
50
100
150
200
250
2016 2017 2018 2019 2020
MM
cf/
d
Devon Daily Minimum Average Volume Commitments
(1) Adjusted EBITDA is a non-GAAP financial measure and is explained on page 3.
Closing Remarks
17
Sponsor Driven Growth Transaction highlights strong sponsorship, alignment and synergistic relationship with Devon
Devon’s proposed acquisition of Felix acreage will make it an anchor customer on the Tall Oak system
Top-Tier Assets in Core of STACK and CNOW The STACK is a premier resource play with drilling economics that are among the most favorable in U.S.
The CNOW is an emerging play with two stacked producing formations and low-cost wells
Focused Producer Customers Acquisition will diversify EnLink’s customer base with 15 active customers on dedicated acreage
Majority of top producers are focused on acreage underlying Tall Oak system
Long-Term, Fee-Based Contracts Tall Oak’s customer contracts are fee-based with weighted average contract term of ~15 years
Devon to support the STACK system with 5-year minimum volume commitments
Acquisition of Tall Oak Midstream Strategic Benefits
Enhanced Financial Strength Prudent financing is consistent with goal to maintain ENLK’s investment grade credit rating and strong balance sheet
Transaction accretive to distributable cash flow with expected ~7.5 - 8x adjusted EBITDA multiple by 2018
Expanded Growth Platform Tall Oak’s assets complement to EnLink’s Cana assets; allows EnLink to create super-system in Central Oklahoma
Longer-term plans include crude, condensate & NGL development and interconnecting to North Texas or Gulf Coast
EnLink’s Focused Areas for Growth
18
Strategically Positioned MLP
The Tall Oak acquisition is the next step in positioning EnLink as a midstream leader in
North America’s best resource plays
Matador acquisition
established platform
for growth
Lobo II opportunity
Delaware Permian
Leading midstream
position in Midland
Basin
Coronado and LPC
acquisitions
expanded developing
platforms
Riptide plant under
construction
Midland Permian
Tall Oak acquisition
creates a strong
position in STACK and
Cana-Woodford
Years of organic
follow-on investment
given early stage of
development of the
play
Mid-Continent
Demand-driven
market
Franchise NGL
position supported by
Cajun-Sibon
Franchise natural gas
position
Opportunities to
interconnect with
other growth areas
Louisiana
Appendix
Devon’s Results Validate Core Position
20
Woodford Well Results
Woodford Attributes According to Devon
Discovered Cana field in 2007
Best position in play
>800 producing wells
Significant inventory: 3,700
risked locations
Results recently boosted with
larger completion design
Achieving significant
efficiencies
Source: Devon Energy Corp. presentation on December 7, 2015
Devon’s Results Validate Core Position
21
Upper Meramec Well Results
Upper Meramec Attributes According to Devon
Tremendous reservoir qualities
— Up to 500’ of pay
— 3 landing zones
— Matrix porosity/over-pressured
— Very low water cuts
Consistent results
Extended lateral potential
Applying Woodford learnings to
drive productivity gains
Source: Devon Energy Corp. presentation on December 7, 2015
Devon’s Results Validate Core Position
22
Lower Meramec Well Results
Lower Meramec Attributes According to Devon
Formation thickens to northwest
Attractive reservoir qualities
— Up to 250’ of pay
— High reservoir pressure
— Potential for multiple zones
— Very low water cuts
Production levered towards oil
Extended-reach lateral potential
Source: Devon Energy Corp. presentation on December 7, 2015
Devon’s STACK Productivity Improving
23
Driven by improved completion design
— Average lateral length is increasing
— More than double frac stages (>30 stages)
— Conversion to slick water with diversion
— Higher proppant volumes
Further visible improvements ahead
— Lateral placement
— Stimulation design
— Lateral length optimization
— Flow-back procedures
0
200
400
600
800
1,000
1,200
0 100 200 300 400 500 600
Initial 90-day production rates
up ≈40% since 2013
Days Produced
2015 (56 wells)
2014 (20 wells)
2013 (3 wells)
Rate
(B
OE
D)
Source: Devon Energy Corp. presentation on December 7, 2015