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DEVON ENERGY CORP/DE — Investor Presentation 2013
Nov 7, 2013
30251_rns_2013-11-07_aaae8d73-e615-4c6b-be76-bb32dfc5581a.zip
Investor Presentation
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Filed by Devon Energy Corporation
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Crosstex Energy, Inc.
Commission File No.: 000-50536
Devon Energy Corporation posted an updated investor presentation on its website on November 7, 2013. Excerpts of the presentation are as follows:
Investor Presentation November 2013
NYSE: DVN www.devonenergy.com Slide 2 Strategic Midstream Combination Transaction Overview Devon and Crosstex to combine midstream assets to form new midstream business Increases scale and diversification Enhances growth profile and financial strength Benefits from high-quality upstream sponsorship Transaction expected to close in first quarter of 2014 AUSTIN CHALK EAGLE FORD PERMIAN BASIN CANA- WOODFORD ARKOMA- WOODFORD BARNETT SHALE HAYNESVILLE & COTTON VALLEY UTICA MARCELLUS LA TX OK OH WV PA Gathering System Processing Plant Fractionation Facility North Texas Systems LIG System PNGL System Cajun-Sibon Expansion Howard Energy Ohio River Valley Pipeline Storage Crude & Brine Truck Station Brine Disposal Well Barge Terminal Rail Terminal
Strategic Midstream Combination Benefits to Devon Slide 3 Retains majority ownership of midstream business (GP 70%; MLP 53%) Majority interest in public GP with incentive distributions at highest tier Provides immediate market-based valuation for Devons U.S. midstream business (Publicly held GP and MLP) Provides low cost of capital vehicle Investment-grade credit profile Potential to fund future midstream growth capital Potential to drop down additional midstream assets Improves diversification, scale and growth trajectory of midstream business NYSE: DVN www.devonenergy.com
NYSE: DVN www.devonenergy.com Slide 4 Strategic Midstream Combination Unlocking Value Transaction highly accretive to shareholders Initially valued assets at $4.8 billion Current market value of Devons ownership interest in new business: $6.5 billion >20 times 2014e distributable cash flow >15 times 2014e adjusted EBITDA 25% Devons of market capitalization Implies E&P valuation <5 times 2013e EBITDA ( 20% less than average peer group EBITDA multiple) Note: Peer group includes: APA, APC, CHK, COP, ECA, EOG, HES, MRO, MUR, NBL, NFX, OXY, PXD, and TLM
Appendix B Midstream & Financial
NYSE: DVN www.devonenergy.com Slide 6 New Midstream Business Ownership Structure Devon Energy Corporation (NYSE: DVN) General Partner (New GP) Master Limited Partnership (MLP) Devon Midstream Holdings, LP (Devon Holdings) New GP Public Unitholders 30% 40% LP 53% LP General Partner, 7% LP and IDRs 50% LP 50% LP 100% Incentive Distribution Rights (IDRs) Dist./Q Splits $0.2500 2% / 98% $0.3125 15% / 85% $0.3750 25% / 75% $0.3750 50% / 50% XTXI currently at New GP 70% New GP Public Unitholders MLP Public Unitholders
MLP units ( 120 MM units) Slide 7 New Midstream Business Transaction Overview Transaction to be structured as a tax-free combination Devon Energy Corporation (NYSE: DVN) General Partner (New GP) Master Limited Partnership (MLP) Devon Midstream Holdings, LP (Devon Holdings) Crosstex Energy, Inc. (NASDAQ: XTXI, Crosstex GP) Crosstex Energy, L.P. (NASDAQ: XTEX, Crosstex) $100 MM 50% LP (w/no debt) 50% LP (w/no debt) Form Holdings 1-for-1 exchange for New GP $2.00/share 53% ownership New GP units ( 115 MM units) 70% ownership Devon forms and contributes substantially all of its U.S. based midstream assets to Devon Holdings. Devon contributes $100 million in cash and 50% LP interest in Devon Holdings to the New GP in exchange for 70% ( 115 MM units) of the pro forma common units outstanding of the New GP. Devon contributes 50% LP interest in Devon Holdings to MLP in exchange for 53% ( 120 MM units) of the pro forma common units outstanding of MLP. Each share of Crosstex GP is exchanged for one unit of New GP. The New GP will make a one-time cash payment to Crosstex GP shareholders.
Slide 8 New Midstream Business 2014e Financial Outlook 2014e adjusted EBITDA (pre-synergies) $700 MM combined $500 MM at the MLP Synergies contribute to distributable cash flow growth: Financial: $25 MM annually Operational: $20 MM annually GP distribution per unit Increases 50% over XTXI 2013e dividend Robust coverage of 1.5x Coverage to decline over time to 1.0x MLP distribution per unit Increases 8-10% over XTEX 2013e distribution Coverage of 1.1x Long-term growth expectations of high single digits for MLP and 20% or greater for GP Enhanced balance sheet capacity Pro Forma 2014e Outlook Combined Adjusted EBITDA $700 MM MLP Adjusted EBITDA $500 MM Distribution Per Unit (MLP) $1.47 Distribution Growth 8% Dividend Per Unit (GP) $0.80 Dividend Growth 50% Note: Pro Forma 2014e Outlook is for illustrative purposes only and assumes full-year contribution of EBITDA. Includes Non-GAAP financial measure, see appendix for required disclosures.
NYSE: DVN www.devonenergy.com Slide 9 Debt Maturity Schedule As of September 30, 2013 Due Date Interest Rate $ In Billions Commercial Paper 0.4% $1.6 January 2014 5.6% $0.5 July 2016 2.4% $0.5 May 2017 1.9% $0.8 July 2018 8.3% $0.1 January 2019 6.3% $0.7 July 2021 4.0% $0.5 May 2022 3.3% $1.0 2023+ 4.8% - 8.0% $4.4 Total Debt $10.1 Cash and cash equivalents $4.3 Net Debt $5.8
Slide 10 Attractively Hedged Oil Hedges Oil Hedges Q4 2013: 70 MBOPD swapped at $100 per BBL Q4 2013: 72 MBOPD collared at $111 ceiling and $91 floor 2014: 101 MBOPD protected at $92 per BBL WCS WCS Regional Oil Basis Swaps Regional Oil Basis Swaps Q4 2013: 40 MBOPD at a $22 differential to WTI Natural Gas Hedges Natural Gas Hedges Q4 2013: 1.0 BCFD swapped at $4.09 per MCF Q4 2013: 0.7 BCFD collared at $4.28 ceiling and $3.61 floor 2014: 1.0 BCFD protected at $4.33 per MCF Note: The pricing points referenced above are weighted average prices.
NYSE: DVN www.devonenergy.com Slide 11 Sources and Uses of Cash Before Share Buybacks and Dividends $ In Billions 2009 2010 2011 2012 2009-2012 Total Operating Cash Flow 4.8 5.5 6.2 5.0 21.5 Asset Sales / JV Proceeds 0.0 7.0 3.4 1.5 11.9 Capital Expenditures (5.4) (7.0) (7.6) (8.2) (28.2) Net Cash Effect (0.6) 5.5 2.0 (1.7) 5.2
Cautionary Note to Investors Investors are urged to consider closely disclosures in Devons and Crosstexs Form 10-K, available from the SEC by calling 1-800-SEC-0330 or from the SECs website at www.sec.gov . Additional Information and Where to Find It This presentation contains information about the proposed merger involving a Devon entity and Crosstex Energy Inc. In connection with the proposed mergers, the new General Partner entity will file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 that will include a proxy statement/prospectus. Investors and stockholders are urged to read the proxy statement/prospectus and other relevant documents filed or to be filed with the SEC. These documents (when they become available), and any other documents filed by Crosstex or Devon with the SEC, may be obtained free of charge at the SECs website, at www.sec.gov . In addition, shareholders will be able to obtain free copies of the proxy statement/prospectus from Crosstex Energy, Inc. by contacting Investor Relations by mail at Attention: Investor Relations, 2501 Cedar Springs, Dallas, Texas 75201. NYSE: DVN www.devonenergy.com Slide 12 Investor Notices Related to Proposed Crosstex Transaction Participants in the Solicitation Devon, Crosstex and their respective directors and officers may be deemed to be participants in the solicitation of proxies from the stockholders of Crosstex Energy, Inc. in respect of the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Crosstex Energy, Inc. in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information regarding Crosstex Energy, Inc.s directors and executive officers is contained in its Annual Report on Form 10-K for the year ended December 31, 2012, which is filed with the SEC. Information regarding Devons directors and executive officers is contained in its Annual Report on Form 10-K for the year ended December 31, 2012, which is filed with the SEC. Non-GAAP Financial Information This presentation contains non-generally accepted accounting principle financial measures that Devon and Crosstex refer to as adjusted EBITDA. Adjusted EBITDA is defined as net income plus interest expense, provision for income taxes, depreciation and amortization expense, impairments, stock-based compensation, (gain) loss on non-cash derivatives, distribution from a limited liability company and non-controlling interest; less gain on sale of property and equity in income (loss) of limited liability company. Devon and Crosstex believe this non-GAAP measure is useful to investors because it may provide users of this financial information with a meaningful comparison between current results and prior-reported results. Adjusted EBITDA, as defined above, is not a measure of financial performance or liquidity under GAAP. This measure should not be considered in isolation or as an indicator of Devons, Crosstexs or the New Companys performance. Furthermore, it should not be seen as a measure of liquidity or a substitute for a metric prepared in accordance with GAAP. Safe Harbor Some of the information provided in this presentation includes forward-looking statements as defined by the Securities and Exchange Commission (SEC). Words such as forecasts," "projections," "estimates," "plans," "expectations," "targets," and other comparable terminology often identify forward-looking statements. Such statements concerning future performance are subject to a variety of risks and uncertainties that could cause Devons or Crosstexs actual results to differ materially from the forward-looking statements contained herein, including as a result of the items described under "Risk Factors" in Devons or Crosstexs most recent Form 10-K. These include, but are not limited to, Devons and Crosstexs ability to integrate their businesses successfully. Any forward-looking statement speaks only as of the date on which such statement is made, and Devon and Crosstex undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.