AMERICAN MIDSTREAM PTNRS LP AMID
January 23, 2019 - 5:10pm EST by
Whiplight
2019 2020
Price: 3.64 EPS 0 0
Shares Out. (in M): 53 P/E 0 0
Market Cap (in $M): 193 P/FCF 0 0
Net Debt (in $M): 975 EBIT 0 0
TEV ($): 1,485 TEV/EBIT 0 0

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Description

American Midstream Partners, LP is a MLP controlled by Arclight Capital Partners, LLC.  On September 28, 2018, Arclight made a $6.10 bid for the outstanding common units it did not already control (approximately 37mm units).  This bid occurred shortly after AMID paid a $17mm break-up fee as part of a broken acquisition AND cut the dividend by 75% from $1.65 annually to $0.4125 annually in July 2018.  On December 31, 2018, AMID announced a covenant renegotiation with its credit facility lenders who "demanded" that the dividend be totally suspended until the company reaches less than 5x total leverage.  As such, AMID cut its distribution on December 31, 2018 to zero and four days later Arclight came back with a revised and lower offer of $4.50 per unit.  In addition, the credit facility expires within a year as AMID allowed the facility to go "Current liability" pending the outcome of the ArcLight negotiation and subsequently AMID’s auditors issued a “going concern” designation.  Sounds, like a nightmare?  Well, it is all smoke and mirrors and AMID could double or triple by the end of the year and resume a distribution (even sooner if AMID's asset sale targets are achieved).

  

My thesis is that a "fake liquidity crisis" has been “gamed” by Arclight to lower the unit price as part of a predatory offer process.  AMID's largest contributor to profitability, the Delta House Offshore Floating Production System, had a terrible 2018.  In Q3 2017, Delta House ran at a througput of 122,000 barrels per day. AMID raised its stake in the asset from 20.2% to 35.7% on September 29, 2017.  Almost immediately after raising the stake, throughput fell to 60,000 barrels per day in Q4 2017 (Q1 2018 40,000; Q2 2018; 60,000; Q3 2018 90,000).  Thereby, AMID suffered in its credit ratios as its most important asset's profitability collapsed as debt climbed as a result of the purchase of the asset and other transactions in Q3/Q4 2017.  However, we now know that Delta House is operating at "maximum capacity" (120,000-135,000 barrels per day) according to its operator, LLOG Exploration:

 

https://documentcloud.adobe.com/link/track?uri=urn%3Aaaid%3Ascds%3AUS%3A62a92634-8142-4fba-8ce2-7ea2aea1247e

 

The stealth move by ArcLight, however, is that this return to maximum capacity has not been reflected in current financials (it will start showing up in Q4 2018 but might not fully be reflected until Q1 2019).  In addition, given that the credit facility lenders stripped out the sale of the Refined Products and the Marine Terminals, the total leverage ratios now stand in the 6x range (as witness by the 8-K filed on December 31, 2018 eliminating the distribution and resnegotiating the total leverage covenants).  This temporary apperance of inflated leverage ratios casued the cut in the distribution to zero which flushed out many retail and institutional holders who will not own an MLP not paying a distribution.  Coupled with the fact that ArcLight has put a cap on the public units by reducing its offer from $6.10 to $4.50 (the market thinks ArcLight will cut over and over), ArcLight is attempting to take advantage of this situation by rushing the partnership private as the business is now firing on all cylinders and can continue to deleverage through increased EBITDA from Delta House, using the $85mm in annual savings from the elimination of the distribution, and selling assets at greater than 10x (Marine Products went for approximately 13.4x and Refined Products Terminals went for approximately 10.5x).

 

In Q1 and Q2, 2018, ArcLight reported $52.4mm and $51.2mm in adjusted EBITDA.  In Q3, 2018, the quarter that many would look to in evaluating ArcLight’s offers and the earnings power of AMID, AMID reported just $35.2mm in adjusted EBITDA.  However, that “fall” in EBITDA occurred even as reported non-GAAP “Total Segment Gross Margin” in the Q3 2018 press release climbed from $64.0mm in Q1  2018 to $65.1mm in Q2 2018 to $74.5mm in Q3 2018!  A student of accounting might ask, what happened?  On August 1, 2018, AMID sold its Marine Products Terminals division for $210mm (for approximately 13.4x EBITDA).  Assuming an even-spread of earnings throughout the year, the sale would have caused a drag of only $2.6mm for August and September 2018 (that loss would have been accounted for in the non-GAAP Total Segment Gross Margin figure as well).  As such, one would have expected that EBITDA would have been around $49.0mm all else being equal.

 

However, the truth rests in how AMID reports adjusted EBITDA.  AMID has several unconsolidated affiliates including the all-important Delta House Offshore Production System that are unconsolidated and report “Earnings in unconsolidated affiliates” on the Income Statement.  AMID then deducts “Earnings in unconsolidated affiliates” from Net Income and adds back “Distributions from unconsolidated affiliates” to come up with its quarterly adjusted EBITDA calculation.  In Q3, “Earnings in unconsolidated affiliates” climbed from $10.5mm in Q2 2018 to $24.6mm in Q3 2018.  However,  in Q3 2018, “Distributions from unconsolidated affiliates" FELL from $20.7mm to $19.7mm sequentially even though "Earnings in unconsolidated affiliates" improved by $14.1mm!  While it is unclear what happened, my hypothesis and suspicion based on how a game could be played is that one of the unconsolidated affiliates held back its distribution for a quarter or two either because of some needed investment (Delta House is going to grow further) or to help ArcLight in its efforts to take AMID private at rock bottom prices by deflating EBITDA in the short term.  I like to call this a "fake liquidity crisis".

Prior to the sales of the Marine Products Terminals (13.4x) and the Refined Products Terminal (in December 2018 for an estimated 10.5x) total leverage had climbed to 5.7x.  That is high for the MLP asset class that is mostly under 5x leverage now and heading to 4x on an adjusted basis.  At AMID, after the Refined Products sale in late December 2018, proforma debt is approximately $975mm and assuming Q4 EBITDA of $45mm (TTM EBITDA will be approximately $185mm minus approximately $20.8mm for the EBITDA from Refined Products and Terminals included in 2018 results but backed out for total leverage calculations = $164.2mm).  $975mm in total leverage divided by the $164.2mm in TTM EBITDA adjusted for asset sales yields a Total Leverage to EBITDA ratio of approximately 5.94x.  

In late September 2017, ArcLight sold AMID a 15.5% additional stake in its Delta House Offshore Production System (in unconsolidated affiliates).  Shortly after the sale, production volumes fell from 122,000 barrels per day to 60,000 barrels per day in Q4 2017.  Volumes bottomed in Q2 2018 at approximately 40,000 barrels.  This presentation lays out the details:

 

http://s22.q4cdn.com/317936408/files/doc_presentations/2018/12/AMID_Presentation_BAML-(Boca)-vFinal-12.6.2018.pdf

 

ArcLight agreed to “make whole” the profitability shortfall from Delta House in March 2018.  From the quarterly reports, it appears that the “make whole” was booked in Q1 and Q2 2018 where EBITDA averaged $51.8mm (then plummeted without a distribution increase described above in Q3 2018 creating a “fake crisis”).  Assuming Marine Products sold for 13.4x ($210mm/13.4x = $15.7mm reduction in annual EBITDA) and Refined Products for 10.5x ($125mm/10.5x = $11.9mm reduction in annual EBITDA) then quarterly EBITDA would be reduced by approximately $6.9mm).  Subtracting this adjustment from the Q1/Q2 2018 average yields adjusted quarterly EBITDA of $44.9mm which annualizes to $179.6mm in run-rate EBITDA. 

Another way to review and estimate EBITDA is from AMID's failed takeover of Southcross where it filed a Form S-4/A in February 2018 estimating adjusted EBITDA of $246mm in 2019 (at the time, Delta House was expected to be back to 100% throughput in mid-2018 so the 2019 forecast assumed a full Delta House contribution).  If one were to deduct EBITDA from the two asset sales ($31mm assuming 11x), the company itself estimated EBITDA of $215mm in 2019!  Its 2018 forecasts were inaccurate as AMID expected Delta House to reach full productivity in Q2 2018.  However, according to slide 10 of the presentation and the press release from LLOG Exploration above, that has just occurred in Q4 2018 and beyond. 

 

 

 

Here is a link to the Form S4/A that AMID filed on February 9, 2018 in conjunction with its failed Southcross merger.  On pages 93-94 of the document in the section entitled, “Certain Unaudited Financial Projections of AMID”, AMID forecasts 2019 EBITDA of $246.022 million:

 

 

 

 

 

 

 

http://d18rn0p25nwr6d.cloudfront.net/CIK-0001513965/4af89eba-1fd5-45b9-87ff-338db773a9df.pdf

 

I suspect the truth lies somewhere between $179.6mm and $215mm.  AMID spent upwards of $85mm in growth capex in 2018.  Assuming a 12% cash return would suggest an incremental $10.2mm in EBITDA as those investments bear fruit.  AMID also has an option to buy a 25% stake in the 2bcf/day Pascagoula Gas Plant from Enterprise (announced in August 2018) after it directs some of its gathering pipes from another Enterprise plant that is consolidating two, 2bcf/day plants into the one at Pascagoula.  It is difficult to assess, but my “guess” is that the 25% stake will come with $5-$10mm in extra EBITDA for AMID at a discounted valuation of 5x.  

To further bolster my claim, take into consideration this analysis of Delta House.  In 2017, Delta House contributed $41.3 million in earnings from unconsolidated affiliates and distributions followed closely at $43.7 million (AMID owned 20.1% through the first 3 quarters and 35.7% in Q4 2017). Delta House averaged 112,000 barrels per day in throughput for the first three quarters of 2017 which then plummeted to 60,000 barrels in Q4 2017.  Therefore, Delta House’s run-rate earnings were understated due to the lower ownership interest and the lower operating throughput in Q4 2017.

Through the first 3 quarters of 2018, Delta House contributed $23.1 million in earnings from unconsolidated affiliates.  On an annualized basis, that is a paltry $30.8 million for 2018 as Delta House averaged around 63,000 barrels per day in the first three quarters.  It will likely do better in the Q4 2018 so I am willing to assume Delta House will deliver approximately $35 million in earnings from unconsolidated affiliates to AMID for the year.

Delta House operated at 122,000 barrels per day in Q3 2017.  In that quarter, it contributed $12.5 million to AMID’s earnings from unconsolidated affiliates.  However, AMID bought an additional 15.5% in Delta House during that quarter (on September 29, 2017) so I would assume that only a sliver of that number reflects the extra three days during the quarter in which AMID owned the additional stake.  Let’s say I reduce the figure for the quarter to $12.4 million just to be intellectually honest to back out the extra three days of higher ownership in the quarter. In Q3 2017, AMID owned 20.14% of Delta House.  If I estimate TOTAL Delta House earnings based on that ownership position, I arrive at $61.7 million for the entity in Q3 2017 (Deltah House's financials are filed as an exhibit to AMID's 10-K's).  Now, if I assume the current ownership stake of Delta House of 35.7%, that would imply theoretical run rate earnings to AMID at 122,000 barrels per day of $22.0 million per quarter.  That estimate annualizes to a stunning $88.0 million which suggests that in 2019, if Delta House were to average 122,000 barrels per day in throughput, AMID will earn an estimated $53.0 million ($88 million - $35 million) more in 2019 than in 2018!  

It is hard to figure out how much of ArcLight’s support agreed to cover some shortfalls at Delta House was in the numbers for 2018, however, the Q’s indicate approximately $17.7mm ($9.4mm Q2 and $8.3mm Q1).  Above, I indicated that TTM EBITDA for 2018 will be approximately $164.2mm (backing out the EBITDA from asset sales) which includes this $17.7mm.  The difference between the added profit of $53mm YOY and what is counted in 2018 EBITDA is approximately $35.3mm.  As such, another back-up estimate for the real EBITDA here is $164.2mm + $35.3mm, or $199.5mm!

I believe that Delta House will run higher than 122,000 barrels per day and that some of this improvement will be offset when the 7% cash flow share kicks in for the Class B shareholders of Delta House.  Those two items will likely offset each other at 135,000 barrels is greater than a 7% improvement relative to that 122,000 barrel figure from which I am basing my estimate.

For our purposes here, I will assume EBITDA of $195mm for 2019 that does not include any payment to Enterprise for the Pascagoula option or any incremental EBITDA from it

Arclight's predatory tactic of lowering the bid has placed an artificial ceiling on the stock in order to influence a Fairness Opinion from an investment bank.  ArcLight is in the process of taking another MLP private, TransMontaigne Partners, LP (TLP) where Arclight increased its original bid by 9%.  If one were to review that Fairness Opinion in that transaction, the bankers look at premiums relative to 30, 60, and 90-day VWAP AND EV/EBITDA calculations.  Here, given the stock’s performance after the second dividend cut and the lower offer, AMID will scream cheap to bankers doing a VWAP analysis.  In my view, that is exactly what ArcLight wants as AMID was trading at $3.15 per unit before ArcLight made a revied offer of $4.50 per unit! 

The second part of the Fairness Opinion will be an EV/EBITDA multiple analysis.  In my view, the multiple range that will be presented will be 9.0x-11.0x.  Assuming 10x, $195mm in EBITDA, $317mm in preferred stock, 53.1mm common units, and $975mm in debt after the two assets sales and excess cash going to pay down debt, I arrive at $12.39 per share.  There is some unconsolidated debt that might knock $0.50 off of my estimate so let’s call the midpoint valuation $11.90 per share (deduct approximately $3.00 for the low end and add $3.00 for the high end).

The two bids made by Arclight have not been accepted by the Conflicts Committee made up of three independent board members.  It must clear that Conflicts Committee.  If it does, then ArcLight controls 51% of the vote and the deal will be approved.  An activist individual shareholder has begun to educate and highlight the situation to these three members of the Conflicts Committee making it harder for them to ignore that the public record now shows the games being played:  

https://globenewswire.com/news-release/2019/01/10/1686063/0/en/Concerned-Unitholder-Encourages-AMID-s-Three-Independent-Directors-to-Reject-Publicly-Sponsor-s-Take-Private-Bid-and-Immediately-Implement-Other-Steps.html

 

https://globenewswire.com/news-release/2019/01/14/1690956/0/en/Unitholder-Encourages-the-Independent-Directors-of-American-Midstream-Partners-LP-to-Review-All-Past-Related-Party-Transactions-with-ArcLight.html

 

In my view, ArcLight tried to pull a fast one by negotiating through subtraction.  It knows that bankers will look at trailing price action as part of its analysis.  In my view, ArcLight hopes that either the bankers or the Conflicts Committee won’t understand the real numbers here and that this “fake liquidity crisis” which led to the elimination of the distribution provides the perfect window to steal the company.

If one were to assume, $195mm in 2019 EBITDA, I estimate interest payments of $80mm (assuming preferred stock takes all cash) and maintenance capex of $15mm.  Assuming a more modest growth profile in growth capex of $40mm, AMID can pay down $75mm in debt in 2019.  Doing nothing else, AMID's debt will exit 2019 at $900mm and at $195mm in EBITDA, total debt/EBITDA will be at 4.6x (they can resue a distribution when total leverage is less than 5x)!

In the BOFA conference presentation from December 2018, AMID indicated that it is interested in selling additional assets upwards of $350-$400mm in 2019.  Assuming one sale of $200mm at 10x, the company would exit 2019 with $700mm in debt ($975-$75-$200) and $175mm in EBITDA ($195mm - $20mm) which is leverage of 4.0x which was somewhat reflected in the BOFA presentation.  AMID could resume distributions handily!

In guessing a distribution based on these metrics, $175mm less $64mm in interest less $13mm in maint capex, DCF would be approximately $98mm.  Assuming unit count climbs slightly to 55mm, that creates a DCF/unit of approximately $1.78 per share (MLP's generally trade 7.5-10x this figure).   Assuming the company pays out $75mm would create a distribution of $1.36 per unit and at a 10% yield a target price of $13.60.

 

I do not hold a position with the issuer such as employment, directorship, or consultancy.
I and/or others I advise hold a material investment in the issuer's securities.

Catalyst

ArcLight has given the Conflicts Committee until January 31, 2019 to respond to its offer (letter is attached to their 13D filing on January 3, 2019).  The letter references that the Conflicts Committee has engaged advisors.  It is likely that the Conflicts Committee is awaiting a Fairness Opinion from which to negotiate with ArcLight.  The activist has created pressure on the situation by publicly calling out the fact pattern here so it has become harder for the Conflicts Committee to let ArcLight "steal" the partnership.  In my view, ArcLight's original offer of $6.10 was an attempt to try and take AMID private in the $7 range.  As the MLP space deteriorated in November/December 2018 along with the price of oil, ArcLight got aggresive.  However, while valuations contracted in those months, they have since recovered around half of that loss in January 2019.  In addition, there is no reason to believe that AMID's profitability has been impacted.  In fact, the opposite has occurred at Delta House is not "exceeding expectations" and is at "maximum capacity".  

There is a possiblity that the Conflicts Committee and ArcLight agree to a price between now and January 31, 2019.  However, given the facts presented above, it will be difficult for the Conflicts Committee to accept either bid.  If the Fairness Opinion's view of value based on EV/EBITDA mirrors mine, then the range for value will be $9-$15.  The Conflicts Committee, with this added scrutiny, will not be able to accept a price out of the range.  

So then what happens?  It is possible that the Committee will come out publicly rejecting the offers.  It is also possible that ArcLight might throw in the towel and allow AMID to accrete back to values that are normalized and take another swing at it down the road when better information and a better fact pattern for a take private has emerged.  This is ArcLight's last vehicle in the public markets and they are risking being shut out of future equity capital markets given their tactics.  Value clearly shows $9-$15.  If the Conflicts Committee were to look at it and say that at the end of 2019 the stock will be in that range but there will be risk between here and there, they might be able to justify a deal around $8.

Regardless, the value is here and the business is performing on all cylinders (just not optically).  It is possible that after a solid Q1 with Delta House at full steam, AMID enters into a new credit facility that gives them credit for Delta House performing at full steam in its definition of EBITDA and a distribution timeline and path will be revealed.  However, gameplaying all scenarios finds it difficult to imagine that $4.50 or $6.10 will be accepted and that the ultimate take-out will be higher especially if AMID is properly shopped to all buyers.

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    Description

    American Midstream Partners, LP is a MLP controlled by Arclight Capital Partners, LLC.  On September 28, 2018, Arclight made a $6.10 bid for the outstanding common units it did not already control (approximately 37mm units).  This bid occurred shortly after AMID paid a $17mm break-up fee as part of a broken acquisition AND cut the dividend by 75% from $1.65 annually to $0.4125 annually in July 2018.  On December 31, 2018, AMID announced a covenant renegotiation with its credit facility lenders who "demanded" that the dividend be totally suspended until the company reaches less than 5x total leverage.  As such, AMID cut its distribution on December 31, 2018 to zero and four days later Arclight came back with a revised and lower offer of $4.50 per unit.  In addition, the credit facility expires within a year as AMID allowed the facility to go "Current liability" pending the outcome of the ArcLight negotiation and subsequently AMID’s auditors issued a “going concern” designation.  Sounds, like a nightmare?  Well, it is all smoke and mirrors and AMID could double or triple by the end of the year and resume a distribution (even sooner if AMID's asset sale targets are achieved).

      

    My thesis is that a "fake liquidity crisis" has been “gamed” by Arclight to lower the unit price as part of a predatory offer process.  AMID's largest contributor to profitability, the Delta House Offshore Floating Production System, had a terrible 2018.  In Q3 2017, Delta House ran at a througput of 122,000 barrels per day. AMID raised its stake in the asset from 20.2% to 35.7% on September 29, 2017.  Almost immediately after raising the stake, throughput fell to 60,000 barrels per day in Q4 2017 (Q1 2018 40,000; Q2 2018; 60,000; Q3 2018 90,000).  Thereby, AMID suffered in its credit ratios as its most important asset's profitability collapsed as debt climbed as a result of the purchase of the asset and other transactions in Q3/Q4 2017.  However, we now know that Delta House is operating at "maximum capacity" (120,000-135,000 barrels per day) according to its operator, LLOG Exploration:

     

    https://documentcloud.adobe.com/link/track?uri=urn%3Aaaid%3Ascds%3AUS%3A62a92634-8142-4fba-8ce2-7ea2aea1247e

     

    The stealth move by ArcLight, however, is that this return to maximum capacity has not been reflected in current financials (it will start showing up in Q4 2018 but might not fully be reflected until Q1 2019).  In addition, given that the credit facility lenders stripped out the sale of the Refined Products and the Marine Terminals, the total leverage ratios now stand in the 6x range (as witness by the 8-K filed on December 31, 2018 eliminating the distribution and resnegotiating the total leverage covenants).  This temporary apperance of inflated leverage ratios casued the cut in the distribution to zero which flushed out many retail and institutional holders who will not own an MLP not paying a distribution.  Coupled with the fact that ArcLight has put a cap on the public units by reducing its offer from $6.10 to $4.50 (the market thinks ArcLight will cut over and over), ArcLight is attempting to take advantage of this situation by rushing the partnership private as the business is now firing on all cylinders and can continue to deleverage through increased EBITDA from Delta House, using the $85mm in annual savings from the elimination of the distribution, and selling assets at greater than 10x (Marine Products went for approximately 13.4x and Refined Products Terminals went for approximately 10.5x).

     

    In Q1 and Q2, 2018, ArcLight reported $52.4mm and $51.2mm in adjusted EBITDA.  In Q3, 2018, the quarter that many would look to in evaluating ArcLight’s offers and the earnings power of AMID, AMID reported just $35.2mm in adjusted EBITDA.  However, that “fall” in EBITDA occurred even as reported non-GAAP “Total Segment Gross Margin” in the Q3 2018 press release climbed from $64.0mm in Q1  2018 to $65.1mm in Q2 2018 to $74.5mm in Q3 2018!  A student of accounting might ask, what happened?  On August 1, 2018, AMID sold its Marine Products Terminals division for $210mm (for approximately 13.4x EBITDA).  Assuming an even-spread of earnings throughout the year, the sale would have caused a drag of only $2.6mm for August and September 2018 (that loss would have been accounted for in the non-GAAP Total Segment Gross Margin figure as well).  As such, one would have expected that EBITDA would have been around $49.0mm all else being equal.

     

    However, the truth rests in how AMID reports adjusted EBITDA.  AMID has several unconsolidated affiliates including the all-important Delta House Offshore Production System that are unconsolidated and report “Earnings in unconsolidated affiliates” on the Income Statement.  AMID then deducts “Earnings in unconsolidated affiliates” from Net Income and adds back “Distributions from unconsolidated affiliates” to come up with its quarterly adjusted EBITDA calculation.  In Q3, “Earnings in unconsolidated affiliates” climbed from $10.5mm in Q2 2018 to $24.6mm in Q3 2018.  However,  in Q3 2018, “Distributions from unconsolidated affiliates" FELL from $20.7mm to $19.7mm sequentially even though "Earnings in unconsolidated affiliates" improved by $14.1mm!  While it is unclear what happened, my hypothesis and suspicion based on how a game could be played is that one of the unconsolidated affiliates held back its distribution for a quarter or two either because of some needed investment (Delta House is going to grow further) or to help ArcLight in its efforts to take AMID private at rock bottom prices by deflating EBITDA in the short term.  I like to call this a "fake liquidity crisis".

    Prior to the sales of the Marine Products Terminals (13.4x) and the Refined Products Terminal (in December 2018 for an estimated 10.5x) total leverage had climbed to 5.7x.  That is high for the MLP asset class that is mostly under 5x leverage now and heading to 4x on an adjusted basis.  At AMID, after the Refined Products sale in late December 2018, proforma debt is approximately $975mm and assuming Q4 EBITDA of $45mm (TTM EBITDA will be approximately $185mm minus approximately $20.8mm for the EBITDA from Refined Products and Terminals included in 2018 results but backed out for total leverage calculations = $164.2mm).  $975mm in total leverage divided by the $164.2mm in TTM EBITDA adjusted for asset sales yields a Total Leverage to EBITDA ratio of approximately 5.94x.  

    In late September 2017, ArcLight sold AMID a 15.5% additional stake in its Delta House Offshore Production System (in unconsolidated affiliates).  Shortly after the sale, production volumes fell from 122,000 barrels per day to 60,000 barrels per day in Q4 2017.  Volumes bottomed in Q2 2018 at approximately 40,000 barrels.  This presentation lays out the details:

     

    http://s22.q4cdn.com/317936408/files/doc_presentations/2018/12/AMID_Presentation_BAML-(Boca)-vFinal-12.6.2018.pdf

     

    ArcLight agreed to “make whole” the profitability shortfall from Delta House in March 2018.  From the quarterly reports, it appears that the “make whole” was booked in Q1 and Q2 2018 where EBITDA averaged $51.8mm (then plummeted without a distribution increase described above in Q3 2018 creating a “fake crisis”).  Assuming Marine Products sold for 13.4x ($210mm/13.4x = $15.7mm reduction in annual EBITDA) and Refined Products for 10.5x ($125mm/10.5x = $11.9mm reduction in annual EBITDA) then quarterly EBITDA would be reduced by approximately $6.9mm).  Subtracting this adjustment from the Q1/Q2 2018 average yields adjusted quarterly EBITDA of $44.9mm which annualizes to $179.6mm in run-rate EBITDA. 

    Another way to review and estimate EBITDA is from AMID's failed takeover of Southcross where it filed a Form S-4/A in February 2018 estimating adjusted EBITDA of $246mm in 2019 (at the time, Delta House was expected to be back to 100% throughput in mid-2018 so the 2019 forecast assumed a full Delta House contribution).  If one were to deduct EBITDA from the two asset sales ($31mm assuming 11x), the company itself estimated EBITDA of $215mm in 2019!  Its 2018 forecasts were inaccurate as AMID expected Delta House to reach full productivity in Q2 2018.  However, according to slide 10 of the presentation and the press release from LLOG Exploration above, that has just occurred in Q4 2018 and beyond. 

     

     

     

    Here is a link to the Form S4/A that AMID filed on February 9, 2018 in conjunction with its failed Southcross merger.  On pages 93-94 of the document in the section entitled, “Certain Unaudited Financial Projections of AMID”, AMID forecasts 2019 EBITDA of $246.022 million:

     

     

     

     

     

     

     

    http://d18rn0p25nwr6d.cloudfront.net/CIK-0001513965/4af89eba-1fd5-45b9-87ff-338db773a9df.pdf

     

    I suspect the truth lies somewhere between $179.6mm and $215mm.  AMID spent upwards of $85mm in growth capex in 2018.  Assuming a 12% cash return would suggest an incremental $10.2mm in EBITDA as those investments bear fruit.  AMID also has an option to buy a 25% stake in the 2bcf/day Pascagoula Gas Plant from Enterprise (announced in August 2018) after it directs some of its gathering pipes from another Enterprise plant that is consolidating two, 2bcf/day plants into the one at Pascagoula.  It is difficult to assess, but my “guess” is that the 25% stake will come with $5-$10mm in extra EBITDA for AMID at a discounted valuation of 5x.  

    To further bolster my claim, take into consideration this analysis of Delta House.  In 2017, Delta House contributed $41.3 million in earnings from unconsolidated affiliates and distributions followed closely at $43.7 million (AMID owned 20.1% through the first 3 quarters and 35.7% in Q4 2017). Delta House averaged 112,000 barrels per day in throughput for the first three quarters of 2017 which then plummeted to 60,000 barrels in Q4 2017.  Therefore, Delta House’s run-rate earnings were understated due to the lower ownership interest and the lower operating throughput in Q4 2017.

    Through the first 3 quarters of 2018, Delta House contributed $23.1 million in earnings from unconsolidated affiliates.  On an annualized basis, that is a paltry $30.8 million for 2018 as Delta House averaged around 63,000 barrels per day in the first three quarters.  It will likely do better in the Q4 2018 so I am willing to assume Delta House will deliver approximately $35 million in earnings from unconsolidated affiliates to AMID for the year.

    Delta House operated at 122,000 barrels per day in Q3 2017.  In that quarter, it contributed $12.5 million to AMID’s earnings from unconsolidated affiliates.  However, AMID bought an additional 15.5% in Delta House during that quarter (on September 29, 2017) so I would assume that only a sliver of that number reflects the extra three days during the quarter in which AMID owned the additional stake.  Let’s say I reduce the figure for the quarter to $12.4 million just to be intellectually honest to back out the extra three days of higher ownership in the quarter. In Q3 2017, AMID owned 20.14% of Delta House.  If I estimate TOTAL Delta House earnings based on that ownership position, I arrive at $61.7 million for the entity in Q3 2017 (Deltah House's financials are filed as an exhibit to AMID's 10-K's).  Now, if I assume the current ownership stake of Delta House of 35.7%, that would imply theoretical run rate earnings to AMID at 122,000 barrels per day of $22.0 million per quarter.  That estimate annualizes to a stunning $88.0 million which suggests that in 2019, if Delta House were to average 122,000 barrels per day in throughput, AMID will earn an estimated $53.0 million ($88 million - $35 million) more in 2019 than in 2018!  

    It is hard to figure out how much of ArcLight’s support agreed to cover some shortfalls at Delta House was in the numbers for 2018, however, the Q’s indicate approximately $17.7mm ($9.4mm Q2 and $8.3mm Q1).  Above, I indicated that TTM EBITDA for 2018 will be approximately $164.2mm (backing out the EBITDA from asset sales) which includes this $17.7mm.  The difference between the added profit of $53mm YOY and what is counted in 2018 EBITDA is approximately $35.3mm.  As such, another back-up estimate for the real EBITDA here is $164.2mm + $35.3mm, or $199.5mm!

    I believe that Delta House will run higher than 122,000 barrels per day and that some of this improvement will be offset when the 7% cash flow share kicks in for the Class B shareholders of Delta House.  Those two items will likely offset each other at 135,000 barrels is greater than a 7% improvement relative to that 122,000 barrel figure from which I am basing my estimate.

    For our purposes here, I will assume EBITDA of $195mm for 2019 that does not include any payment to Enterprise for the Pascagoula option or any incremental EBITDA from it

    Arclight's predatory tactic of lowering the bid has placed an artificial ceiling on the stock in order to influence a Fairness Opinion from an investment bank.  ArcLight is in the process of taking another MLP private, TransMontaigne Partners, LP (TLP) where Arclight increased its original bid by 9%.  If one were to review that Fairness Opinion in that transaction, the bankers look at premiums relative to 30, 60, and 90-day VWAP AND EV/EBITDA calculations.  Here, given the stock’s performance after the second dividend cut and the lower offer, AMID will scream cheap to bankers doing a VWAP analysis.  In my view, that is exactly what ArcLight wants as AMID was trading at $3.15 per unit before ArcLight made a revied offer of $4.50 per unit! 

    The second part of the Fairness Opinion will be an EV/EBITDA multiple analysis.  In my view, the multiple range that will be presented will be 9.0x-11.0x.  Assuming 10x, $195mm in EBITDA, $317mm in preferred stock, 53.1mm common units, and $975mm in debt after the two assets sales and excess cash going to pay down debt, I arrive at $12.39 per share.  There is some unconsolidated debt that might knock $0.50 off of my estimate so let’s call the midpoint valuation $11.90 per share (deduct approximately $3.00 for the low end and add $3.00 for the high end).

    The two bids made by Arclight have not been accepted by the Conflicts Committee made up of three independent board members.  It must clear that Conflicts Committee.  If it does, then ArcLight controls 51% of the vote and the deal will be approved.  An activist individual shareholder has begun to educate and highlight the situation to these three members of the Conflicts Committee making it harder for them to ignore that the public record now shows the games being played:  

    https://globenewswire.com/news-release/2019/01/10/1686063/0/en/Concerned-Unitholder-Encourages-AMID-s-Three-Independent-Directors-to-Reject-Publicly-Sponsor-s-Take-Private-Bid-and-Immediately-Implement-Other-Steps.html

     

    https://globenewswire.com/news-release/2019/01/14/1690956/0/en/Unitholder-Encourages-the-Independent-Directors-of-American-Midstream-Partners-LP-to-Review-All-Past-Related-Party-Transactions-with-ArcLight.html

     

    In my view, ArcLight tried to pull a fast one by negotiating through subtraction.  It knows that bankers will look at trailing price action as part of its analysis.  In my view, ArcLight hopes that either the bankers or the Conflicts Committee won’t understand the real numbers here and that this “fake liquidity crisis” which led to the elimination of the distribution provides the perfect window to steal the company.

    If one were to assume, $195mm in 2019 EBITDA, I estimate interest payments of $80mm (assuming preferred stock takes all cash) and maintenance capex of $15mm.  Assuming a more modest growth profile in growth capex of $40mm, AMID can pay down $75mm in debt in 2019.  Doing nothing else, AMID's debt will exit 2019 at $900mm and at $195mm in EBITDA, total debt/EBITDA will be at 4.6x (they can resue a distribution when total leverage is less than 5x)!

    In the BOFA conference presentation from December 2018, AMID indicated that it is interested in selling additional assets upwards of $350-$400mm in 2019.  Assuming one sale of $200mm at 10x, the company would exit 2019 with $700mm in debt ($975-$75-$200) and $175mm in EBITDA ($195mm - $20mm) which is leverage of 4.0x which was somewhat reflected in the BOFA presentation.  AMID could resume distributions handily!

    In guessing a distribution based on these metrics, $175mm less $64mm in interest less $13mm in maint capex, DCF would be approximately $98mm.  Assuming unit count climbs slightly to 55mm, that creates a DCF/unit of approximately $1.78 per share (MLP's generally trade 7.5-10x this figure).   Assuming the company pays out $75mm would create a distribution of $1.36 per unit and at a 10% yield a target price of $13.60.

     

    I do not hold a position with the issuer such as employment, directorship, or consultancy.
    I and/or others I advise hold a material investment in the issuer's securities.

    Catalyst

    ArcLight has given the Conflicts Committee until January 31, 2019 to respond to its offer (letter is attached to their 13D filing on January 3, 2019).  The letter references that the Conflicts Committee has engaged advisors.  It is likely that the Conflicts Committee is awaiting a Fairness Opinion from which to negotiate with ArcLight.  The activist has created pressure on the situation by publicly calling out the fact pattern here so it has become harder for the Conflicts Committee to let ArcLight "steal" the partnership.  In my view, ArcLight's original offer of $6.10 was an attempt to try and take AMID private in the $7 range.  As the MLP space deteriorated in November/December 2018 along with the price of oil, ArcLight got aggresive.  However, while valuations contracted in those months, they have since recovered around half of that loss in January 2019.  In addition, there is no reason to believe that AMID's profitability has been impacted.  In fact, the opposite has occurred at Delta House is not "exceeding expectations" and is at "maximum capacity".  

    There is a possiblity that the Conflicts Committee and ArcLight agree to a price between now and January 31, 2019.  However, given the facts presented above, it will be difficult for the Conflicts Committee to accept either bid.  If the Fairness Opinion's view of value based on EV/EBITDA mirrors mine, then the range for value will be $9-$15.  The Conflicts Committee, with this added scrutiny, will not be able to accept a price out of the range.  

    So then what happens?  It is possible that the Committee will come out publicly rejecting the offers.  It is also possible that ArcLight might throw in the towel and allow AMID to accrete back to values that are normalized and take another swing at it down the road when better information and a better fact pattern for a take private has emerged.  This is ArcLight's last vehicle in the public markets and they are risking being shut out of future equity capital markets given their tactics.  Value clearly shows $9-$15.  If the Conflicts Committee were to look at it and say that at the end of 2019 the stock will be in that range but there will be risk between here and there, they might be able to justify a deal around $8.

    Regardless, the value is here and the business is performing on all cylinders (just not optically).  It is possible that after a solid Q1 with Delta House at full steam, AMID enters into a new credit facility that gives them credit for Delta House performing at full steam in its definition of EBITDA and a distribution timeline and path will be revealed.  However, gameplaying all scenarios finds it difficult to imagine that $4.50 or $6.10 will be accepted and that the ultimate take-out will be higher especially if AMID is properly shopped to all buyers.

    Messages


    Subjectquestions
    Entry01/23/2019 10:48 PM
    Membergman

    Interesting. Why did SXE walk away? A lot of self dealing for Arclight. It's not clear to me why they can't keep the entity public and continue to self deal and steal economics. Why do they need to take private? Any sense of their reputation in the industry? I'm not super familiar. Thanks.


    SubjectRe: questions
    Entry01/24/2019 12:30 AM
    MemberWhiplight

    ArcLight has a very good reputation. They are currently raising fund seven. This is out of character according to several investors in their private equity funds. My opinion is that this is their last exposure to public MLP equities and the next time that they enter back into the public equity markets it will be as a “C Corp” with improved governance where they can claim better protections for shareholders. Kind of a middle finger to the structure on the way out...

    AMID couldn’t close the financing for SXE and SXE chose to walk and redeem their $17mm break-up fee after AMID tanked their stock with the distribution cut. Part of the financing trouble was that Delta House rolled over around the same time as the SXE deal was announced and AMID was hoping to raise equity as part of the SXE deal. There was also an FTC issue that caused AMID to find a new buyer for the Refined Products terminals, delaying that sale by six months (just closed December 2018). At some point, around the break in the SXE transaction, ArcLight woke up and transitioned to predator.

    AMID is an investment in Fund Five at ArcLight. Vintage 2010. 10 year life with a two year extension. They would likely cut SG&A and continue selling assets at 10x+. 


    SubjectDelta House Valuation
    Entry01/24/2019 12:39 PM
    MemberPlainview

    How are you thinking about Delta House in your valuation? The October 2017 dropdown was a 15.5% interest for $125.4mm, which implies an 8/8 Delta House valuation of $809mm. Using that valuation, AMID's current 35.7% interest in Delta House is worth $289mm (.357*809) or 3.3x your $88mm estimate of AMID's pro rata share of Delta House run rate earnings. Dropdowns do not occur at premium valuations, but I do not think that Arclight would do a dropdown at 33% of fair market value (3.3x/10x). 

    If we assume that the drop was done at a discount and the right multiple for Delta House is 5x (instead of 3.3x) that implies a value for AMID's Delta House interest of $440mm (5*$88). If we assume 10x for the $107mm remaining EBITDA ($195-88) that implies $1,070mm value for a total combined valuation of $1,510mm, right on top of where it trades today (~7.7x blended average EBITDA multiple). 

    Am I missing something?


    SubjectRe: Delta House Valuation
    Entry01/24/2019 01:55 PM
    MemberWhiplight

    Great question.  AMID bought four slugs of Delta House:

    http://www.americanmidstream.com/investor-relations/press-releases/press-release-details/2016/American-Midstream-Announces-Acquisition-of-Incremental-Delta-House-Interest-and-Expects-2016-Adjusted-EBITDA-at-Higher-End-of-Range/default.aspx

    http://www.americanmidstream.com/investor-relations/press-releases/press-release-details/2016/American-Midstream-Announces-Significant-Midstream-Acquisitions-in-the-Prolific-Gulf-of-Mexico-and-Declares-19th-Consecutive-Quarterly-Distribution/default.aspx

    http://www.americanmidstream.com/investor-relations/press-releases/press-release-details/2015/American-Midstream-Closes-Acquisition-of-Delta-House-Interest-and-Increases-Revolving-Credit-Facility-by-50-to-750-Million/default.aspx

     

    The original acquistion was completed in 2015 and and was done according to the press release at 5x 2016 EBITDA.  The original acquistion of the the 12.9% stake for $162mm.  At the end of 2015, there was $293.4mm in debt at the Delta House level which implied a total EV of around $1,549.2.  At the 5x level, EBITDA was expected to be $309mm but according to the 10K filed in 2017 (Exhibits 99.2 and 99.3), 2016 EBITDA came in around $248.2mm implying an ultimate valuation of 6.25x.   In 2016, the platform averaged around 90,000 barrels per day. 

    An additional 1% interest was acquired on April 25, 2016 for $9.9mm.  Delta House ended 2016 with $40.5mm in debt.  EV would have been approximately $1030.5mm implying a 4.33x multiple paid.

    On November 1, 2016, AMID bought an additional 6.24% stake in Delta House for $49mm from unrelated third parties.  That implies a $800mm valuation for the entity and a multiple of 3x.

    On September 29, 2017, AMID bought an additional 15.5% stake in Delta House for $125.4mm.  Delta House did $237.5mm in EBITDA in 2017 which included a terrible Q4 at 60,000 barrels per day.  Looking forward, that sale was completed at an $809mm value, as the entity became debt free at the end of 2017.  However, 2018 EBITDA is dramatically lower, and will barely break $100mm.  That transaction (possibly known by ArcLight) was done at 8.5x.

    One of the key "benefits" of the MLP structure is that the sponsors will sell assets into the MLP's at a discounted valuation in order to support the equity price and distributions.  So I take their implied multiple with a grain of salt. AMID merged with JPEP that was also an affiliate of ArcLight and I believe massively underperformed expecations (thus the situation we are currently in).  ArcLight was a decent sponsor until then.  They helped defray $25mm in operating costs from JPEP in 2017 and plugged $17.7mm in expenses related to Delta House in 2018.  

    They also clearly sold these assets for "cheap" to help stabilize AMID in the middle of the oil crisis in 2015 and 2016 and likely did the same to help plug some of the holes reltated to JPEP underperformance in 2017.  AMID stole the extra 6.9% stake in 2016 from the sellers who were likely in distress given the collapse in the oil markets.

    Therefore, it is hard to know what the right value is for Delta House.  It is clear that given British Petroleum's announcement of an additional 1 billion barrrels in the Thunderhorse field and LLOG's announcement of connecting new wells from Nearly Headless Nick in the 287 Block of the Mississippi Canyon, this asset just got an enormous boost in its useful life and the value went up and ArcLight knows this:

    https://documentcloud.adobe.com/link/track?uri=urn%3Aaaid%3Ascds%3AUS%3A62a92634-8142-4fba-8ce2-7ea2aea1247e

    https://www.bp.com/en/global/corporate/news-and-insights/press-releases/bp-plans-for-significant-growth-in-deepwater-gulf-of-mexico.html

    I wouldn't read too much into values paid becasue 1) they were mostly completed during an oil crash 2) they were done by a supportive sponsor to stabilize AMID 3) supportive sponsors sell assets at discounts to the going market rate to MLP's all of the time.  Given the latest developments, I would have no problem putting an 8-9x mutiple on Delta House, maybe more, and it is clear that many of their land based assets are fetching 13.4x and 10.5 in the open market.  If I used a blended multiple of 11x for non-Delta House ($107mm in 2019 EBITDA) and a much lower 6x for Delta House ($88mm in 2019 EBITDA) gets me an EV of $1705.  Still a $9 target for AMID assuming year end debt of around $900mm after they use the savings from a zero distribution to deleverage.  However, I think 6x is way too little for Delta House given the long-term visibility into field development.

     

     


    SubjectRe: Re: Delta House Valuation
    Entry01/24/2019 02:35 PM
    MemberLight62

    Delta house has a $400m deferred revenue liability (and all the associated cash has already been paid out) b/c the contract they have with the producers calls for (cash) rates per BoE to decline over time.  GAAP requires that they book revenue per BoE that = total estimated future fees/total estimated future production.  The difference between cash in and revenue is booked as deferred revenue.  As such, a substantial portion of the earnings here are effectively phoney (over the life of the asset earnings should exceed cash flow by ~$400m using their current assumptions) and using the 2017/2018 cash-flow analysis as a forward projection seems like a bad idea without a lot more clarity on the fee tiers.  Further, the pipeline business's contracts end in 2022 and, given they're generating a ~33% RoA I'd expect rates to come down (though I suppose it's possible replacement cost of the assets is way above book cost but I don't see clear evidence of that).

    This is classic MLP behavior - stuff an asset with tons of short-duration cash-flow into an MLP and hope it gets capitalized as a perpetuity.

     

    I'd also say I'm skeptical that: (1) Arclight was being a super supportive sponsor and dropping assets down at low to mid single digit (real multiples) but then 1 year later decided to screw equity holders and (2) AMID got the best valuation it ever got in purchasing Delta House interests when it acquired a piece from a 3rd party. 


    SubjectRe: Re: Re: Delta House Valuation
    Entry01/24/2019 05:21 PM
    MemberWhiplight

    Great comments.  Here are some thoughts:

    1) You are right, rates step down over time at Delta House.  It is hard to know the magnitude of the impact.  However, it is likely that the step-down has been delayed given the underperformance at Delta House in Q4 2017 and the first three quarters of 2018.  Given that the asset was running at half capacity for four quarters, I would imagine the brunt of the step-down has been delayed by a year which means that the stepdown will occur in 2021 or 2022 which takes it closer to the renewal period.

    2) The 5-year option to renew is interesting and will be addressed well in advance of that deadline.  There is the possibility that a new provider joins the system.  It is clear from BP's announcement and others that the producers are going to be investing in the Missippi Canyon for a very long time.  Delta House and the producers therefore will be holding each other hostage upon expiration.  The producers will want some sort of concession and the Delta House partnership will want to maintain rates or EBITDA (at whatever the going rate is at the time the orginal contract ends).  What might end up happening is that the Delta House partnership commits to some level of capex to help connect some of the new discoveries to the platform as part of an extension and renegotiation.  It is also possible that the producers will commit to higher levels of production at lower rates thus helping the Delta House partnership maintain EBITDA but reducing the producer cost per BOE (a win/win solution).  This will be easily renewed and likely a win/win extension exists for all (why would BP commit to production growth otherwise?) given the much improved outlook for the basin.  Perhaps 6x was an appropriate value given the 5-year duration of the contracts and the step down but there is next to no possibility that this will not be renewed and there is very good possibility that the economics and EBITDA will be maintained at whatever the run rate for EBITDA is down the road (which will also be higher than original expectations given the one-year hiccup).  What is clear is that the value of Delta House has improved relative to when ArcLight made its first and second offers.  In 2016, the D&A schedule for Delta House was reduced from 40 years to 27 years due to the forecast for the useful life of the oil and gas reserves given the collapse in oil prices in 2015/2106.  That reflected an outlook in 2016 on offshore production that is clearly not the case any longer (remember all of those sell side reports declaring the end of offshore production as the high cost odd man out?).  

    3.  ArcLight is fully aware of the Delta House economics as they own an additional 13.3% in Delta House as a firm.  Even so, they were in the open market on August 15, 2018 buying 597,778 shares of AMID at $6.16 and $6.25 per share.  The purchases were done to make money.  ArcLight then bid $6.10 per unit for all of the remaining units at the end of September 2018.  Everything has improved since that time due to Delta House's much improved production profile, the Mississippi Canyon's vastly improved longevity, and the sale of the Refined Products Terminals.  Oil has come down as have MLP multiples.  However, there is no reason to believe that AMID will not experience volume growth in all of its assets in 2019, especially Delta House, and will benefit from the $85mm in growth capex spent in 2018. 

    4.  AMID issued forward EBITDA projections in Form S4/A in February 2018.  Their 2018 forecast assumed the full resumption of Delta House volumes in the 2H.  That did not occur.  Their forecast for 2019 would have had the extra six months of higher production in 2018 and therefore would have taken into consideration any reduction in EBITDA from a step down at Delta House.  That has now been pushed out due to the shortfall.  The only other change to their forecast is that AMID completed the sale of the Refined Products and Marine Terminals assets for which I deduct $28mm in EBITDA (13.4x for Marine Terminals and 10.5x for Refined Products) yielding an adjusted 2019 EBITDA forecast of $218mm based on AMID's forecast.  AMID's 2020 projections included EBITDA that was lower by $33mm than 2019 at $213.4mm.  It is unclear how much of that is related to Delta House.  Subtracting out the $28mm in EBITDA for the dispositions yields $185.4mm in EBITDA in 2020.  Those forecasts were made before Delta House started outperforming expectations per the LLOG CEO and before AMID accelerated growth capex projects.  Given that Delta House lost a large slug of volumes, it is likely that the 2020 forecast is now the 2021 forecast and represents the brunt of the step-down. 

    5.  If AMID remains public, with $350mm in asset sales at 10x and a redeployment at 6x (Enterprise, etc.), AMID will fill most of the projected Delta House step-down.  That will also enable the company to pay down another $100mm in 2020 and 2021 assuming the distribution returns to only $1.00.  So they would exit with $700mm in debt and around $180-$190mm in EBITDA which is sub-4x leverage.

    6. The timing of the sale from the third-party as well as the reduction in the useful life of Delta House from 40-27 years as a result in the fall of the oil price in 2015/2016 tells me that the third party needed the cash, bad.  While I agree that ArcLight has not been super supportive, the original contribution at "5x" could have been assumed to have had a 1x turn in discount to AMID to be supportive.  The multiple was lower back then given the collapse in oil and the perception that offshore production would fall by the wayside as a high cost option.  That narrative has proven to be false but was accepted as gospel in that timeframe.  When ArcLight sold the additional piece in 2017, oil price was up slightly but it still wasn't readily apparent that offshore would thrive as it is forecasted to now do in the Mississippi Canyon.  The other reason for a 6x value for Delta House would be that the stepdown will cause the out years to be lower in EBITDA.  While likely contractually true, there are many ways for Delta House to skin that cat and mitigate between now and then (and given the importance of the asset to AMID, likely one of the main reasons why ArcLight wants to go private now).

    It is hard to game out what will happen here.  ArcLight's original offer was likely trying to get something done around $7+.  They tried to game the meltdown in November/December and went too far especially in light of the improved Delta House outlook.  6x is a mimimum value for Delta House given the step down and the improved volume outlook (it is also possible that they avoid the stepdown and any impact to EBITDA if they renegotiate now to allow the producers to have higher volumes from here on out at a lower per barrel takeaway cost while extending the length of the deal).  If AMID's hit from the step-down is $33mm in 2021 or 2022, then it gets me to a Delta House EBITDA run rate of $160mm heading into the 2022 renewal period which is a 9.2x multiple assuming 6.0x for our purposes.  My guess is that the truth rests somewhere in between as Delta House multiples will climb and EBITDA will be higher than the forecast upon renegotiation.

    The Conflicts Committee is faced with substantially higher values by the end of the year.  It would seem to me that they would not lose anything by waiting another 6-12 months before engaging with ArcLight.  For ArcLight, it is clear they were going to pay $7 and that the independents didn't rush to hid that bid.  My gut tells me something with an $8-handle would have cleared the Conflicts Committee.  Will also be harder for ArcLight to argue value has eroded given the offshore progress.

     


    SubjectRe: Re: Re: Re: Delta House Valuation
    Entry01/24/2019 06:14 PM
    MemberLight62

    As I understand it (just from doing a relatively quick read of the 10-K and DH Financials so I could be wrong):

    The renewal is for the transportation assets not the FPSO (it is discussed in the context of the lateral co. financials).  The FPSO rates appear to be locked in for its entire life and, based on the financials, the FPSO is the driver of value here.  

    I also believe that the FPSO doesn't just have one rate step-down - the exact language is:

    "The Producers will pay the Company (i) a production handling fee per barrel of oil equivalent (“BOE”), which is tiered, and which will decrease throughout the term of the contract, based on delivery of specific levels of production to the FPS"

    and as to it occuring in 2020/2021 I don't know why we would know that - we don't know (a) at what cumulative production the tiers are triggered or (b) what the prices look like at the various tiers and I think that's a big problem.  If the S-4 EBITDA change is driven by DH then the drop in just 1 year is pretty dramatic.

     

    Beyond all that, I believe your valuation implies DH is worth ~$2.5bln on an EV basis ($88m of forward EBITDA* for ~35% at a 10x multiple).  Just googling around (and looking at the DH balance sheets) this seems like a 200%+ premium to the fair value of a high quality, large new-build FPSO (the pipes have some value but most of it seems to be in the FPSO).  This is a fairly commoditized asset so it makes no sense to me, and no good reason has been provided, that someone would pay 3x what it's worth to use it; it seems much more likely that the producers agreed to overpay at the start so the FPSO owners could get their capital back fast but would only get a reasonable to good (rather than extraordinary) IRR because out-year rates would be dramatically lower.

     

    *Which you calculate using 2017 rates but we still don't know if 2019 will be in a lower tier than 2017 was.


    SubjectRe: Re: Re: Re: Re: Delta House Valuation
    Entry01/24/2019 07:11 PM
    MemberWhiplight

    I assume Delta House at $1.478 billion. 6x88=$528 mm for AMID stake. 35.7% ownership so total value is AMID value divided by 35.7%. Completely reasonable and they will not stand still in the next few years. 

    I assume 11x for all of the other assets earning at least $108mm in Ebitda.

    We see the projections in the proxy. They are up for 2019 over 2018 and at the time Delta House was expected to come back in Q2 2018. That caused a delay in total volumes for sure. The AMID forecast showed a decline in 2020 vs 2019. I am assuming that is when the step down began in their forecast. I am using conjecture to assume that it gets pushed into 2021 due to the volumes. It makes sense that there are gradual declines in rates, but based on the forecast it seems as if there was a larger cliff for the original anchor customers of FPS expected in 2021.

    Hard to tell if a step down in 2018.  There were likely step downs in 2016 and into 2017.  Would depend on the individual contracts and whether they add new wells and blocks to the system.  They certainly will!  Note that they added the LaFemme and Red Zinger prospects as additional priority prospects in June 2017.  So as others decay they can add new participants.  This will not be static especially given the developments, they will attract other developments over time.

    Delta House is just one part of the offshore ecosystem. They own a number of other pipes like Destin, Okeanos, and others that will benefit from the higher volumes coming out of the Mississippi Canyon and Delta House. Kind of a natural hedge to the step down in the coming years that will take advantage of the whole play which is projected to grow substantially and even more so with BP. 

     

     


    SubjectRe: Re: Re: Re: Re: Re: Delta House Valuation
    Entry01/25/2019 11:16 AM
    MemberWhiplight

    Encourage you to look at note 10 in the most recent 10Q. While we can debate the impact of step downs at the FPS, look at the sequential earnings improvement at Destin and Okeanos. Those assets are linked to Delta House without step downs for cumulative volume. In Q3, both assets saw a jump in earnings of around $4mm that doubled the prior earnings from Q1 and Q2.  What happened?  Delta House did 40,000 barrels in Q1 and 60,000 in Q2. It then did 90,000 in Q3. That jump caused a vast improvement in earnings. The BOFA presentation shows 120,000 barrels for Q4, are we to assume another $4mm jump for both for a total of $8mm?  Earnings are not counted in ebitda from affilaites, just distributions.  Distributions did not follow the trajectory in Q3.  They will catch up. Delta House declares the distribution 30 days after the quarter ends. Not sure if same policy applied to Destin and Okeanos. Therefore, there is either an annualized $8mm or $16mm coming to Ebitda from just those two assets with Delta House at max capacity. That is on top of any improvement coming from Delta House. If all are a 30 day lag, then we will see a 120,000 barrel quarter show up with the Q1 print and a 135,000 barrel quarter at Delta House with the Q2 print. 


    SubjectEnterprise Pascagoula Plant and AMID option
    Entry01/25/2019 12:49 PM
    MemberWhiplight

    In August 2018, AMID announced it had entered into an agreement with EPD to assist EPD in consolidating two gas plant into one. 

     

    https://www.businesswire.com/news/home/20180823005149/en/Enterprise-American-Midstream-Optimize-Gulf-Coast-Assets

     

    This option has significant value to AMID. The Pascagoula plant is a 2 BCG/day plant that was running at 40-50% utilization. After the closing of the Toca plant and the retrofitting I’d AMID pipes to Pascagoula from Toca (AMID’s responsibility which has been completed), the plant will be running at approximately 80% utilization. AMID then has the option to buy a 25% stake in the plant. 

    From EPD’s perspective, it is likely to realize higher combined EBITDA at the rationalized plant given higher net backs and better operating leverage even after the sale of the 25% stake to AMID. 

    I believe that EPD, therefore, would have agreed to sell AMID the stake at a very favorable multiple.  My estimate of Pascagoula running at 80% utilization (1.6 BCG/day), is $150mm.  My guess is that the option is priced at 5x EBITDA, or 5 x $150mm x 25% = $187.5mm.  AMID would pick up $37.5mm from the purchase in EBITDA.  Given AMID’s current facility, they would have to sell $375mm in assets to fund the purchase (banks requiring 50% of asset sales pay down facility).  Assuming a conservative 9x multiple on those sales, AMID would have to sell $41.6mm in EBITDA.  In effect, AMID would pay down $175mm in debt by only sacrificing $4.1mm in EBITDA in such an exchange.  Assuming a 9x multiple on the difference yields approximately $140mm in value created for AMID common holders, or an additional $2.63 per share in value.  It would also deleverage AMID by one full turn.  I have not placed a value on this option in my prior write-up but you can rest assured that if ArcLight takes AMID private, they will expertise this option on day one.  

     


    SubjectRe: Re: Re: Re: Re: Re: Re: Delta House Valuation
    Entry01/25/2019 12:58 PM
    MemberLight62

    I don't know much about Destin or Okeanos but if they're like DH then distributions won't catch up to earnings.  As I explained yesterday, DH's cash-flows were front-loaded but its earnings per unit of throughput are smoothed-out thus distributions need to decline over time and earnings need to outstrip distributions going forward; same could be happening here (though I don't know).

     

    My concern here is with your ~$1.5bln valuation for DH.  That valuation is based on putting a 6x multiple on your estimate of 2019 distributions which seems highly imprecise to me given:

    1) We know that distributions should decline over time

    2) We don't know how rapidly they should decline

    3) The 2019 estimate is derived by using unrepresented, unaudited management forecasts from ~1.5 years ago which have already proven to be too optimistic (the SXE forecasts in that same S-4 have proven to be a joke) and by assuming DH's distribution per attributable bbl of throughput is the same today as it was 2 years ago despite the fact that the contract calls for declining rates over time.

    I'm inclined to think $1.5bln is far too much because:

    1) The assets probably cost $700m to create and have already over-distributed cash above their earnings expectations to the tune of $400m.  Thus, $1.5bln is 2x replacement cost and 4-5x book value for a non-unique (except for the contract - about which we know very little except that the value of the asset should decline more rapidly than straight-line) industrial asset during an industry downturn.  That seems like too much.

    2) It is ~2x what AMID purchased interests in this asset for from both (a) a profit-maximizing 3rd party [even if they were distressed a 50% discount for a contracted, delivered asset like this seems ridiculous given the availability of cheap financing] and (b) their sponsor who you believe, only a year later, is trying to screw AMID equity holders.

    I could definitely be wrong but, to me, those data-points seem better than 6x an estimated EBITDA that's based on historic #'s that may have no bearing on current profitability and without any precision relating to the trajectory (except knowing that it is going down) of that EBITDA. I think the key here is to get more information from the company/operator about the timing and magnitude of the various fee tiers.  Without that I think it's a mistake to assume that an intelligent PE buyer with more information than you is going to pay 2x what it recently sold these assets for (and 4-5x book) to buy them (especially if they're trying to screw you).  Successful PE firms are not in the habit of selling low and buying high 1 year later. 

    This ignores that 11x forward EBITDA for the other assets is probably a bit rich in the current market; MLP's with higher quality assets (i.e. less exposure to, especially on-shore, gathering) seem to be trading at 9-10x 2019 EBITDA.


    SubjectRe: Re: Re: Re: Re: Re: Re: Re: Delta House Valuation
    Entry01/25/2019 02:04 PM
    MemberWhiplight

    DH cost almost $900mm combined with the lateral.

    Okeanos and Destin are more normalized contracts per industry discussions.

    Let’s assume you are right on the 5x/10x split for multiple.  That gets me to ArcLights current offer which is still a wide spread.

    2019 debt reduction of $75mm is approximately $1.50 per share in value accretion.

    In addition, the EPD option is worth at least $2.

    Indicates an $8 stock exiting 2019.  If I am right on a slightly better multiple for offshore, another $1.50 per unit in value.  

    Hard for a conflicts committee to accept $4.50 not to mention the value of staying public and resuming the distribution.  There is no doubt that if ArcLight takes this private they will liquidate and slash SG&A.  Probably an easy $20mm-$30mm there.  Pick a multiple for that.  5x?

     

     


    SubjectOkeanos and Destin Pipelines
    Entry01/27/2019 11:27 AM
    MemberWhiplight

    From Note 10 in the Q3 2018 10Q, we know that earnings at Destin and Okeanos climbed $7.5mm sequentially from Q2 2018.  We also know from the BOFA prevention in December 2018 that volumes at Delta House climbed from 60,000 to 90,000 barrels per day in the same time frame. 

    Destin is the sole pipe for natural gas offtake from Delta house and Okeanos heeds the systems as well.  In Q2, the volumes increased from 40,000 to 60,000 and the magnitude in the jump in earnings was the same when adjusted for barrels climbing 20,000 versus 30,000.  

    As such, now that Delta House is at 120,000 barrels+, it is reasonable to assume that there is another $7.5mm in earnings above the Q3 run rate in Q4 or Q1 (whenever the system hit 120,000/day, likely December 2018).  That annualizes into an additional $30mm benefit to 2019 EBITDA.  The shortfall in the first 3 quarters of 2018  based on the two assets running at around $22mm in full run rate earnings is an expected 2019 EBITDA improvement of $42.5mm ($7.5mm Q3, $15mm Q2, $20mm Q1) vs 2018 at Okeanos and Destin in 2019 over 2018.

    In the same Note 10, the Cayenne JV looks to be pumping out around $2mm per quarter.  Distributions and thus EBITDA have lagged but there is another $4mm improvement in that asset as well.

    My estimate for 2018 EBITDA is around $190mm.  If I strip out $23mm for the two sales given that Marine Products has already been out of the numbers since August), I get a “base” EBITDA editing 2018 of around $167mm.  I have pointed out the possible improvement at Delta House.  Let’s whack it down to $25mm.  If I were to add the incremental items above of $46.5mm and cut those in half again, I get an incremental $49mm in additional 2019 Ebitda.  That is something like $216mm.  Topped with growth related to AMID’s $85mm in growth capex in 2018, the number will be higher.  

    AMID forecasted $246mm in 2019 EBITDA its proxy in February 2018.  At the time, they had already identified Refined and Marine products as assets that would be sold.  I originally used an estimate in my note of 2019 EBITDA of $180mm and hinted that it could be as high as their proxy estimate less the assets sale ebitda.  That was possibly a mistake after reviewing the earning stars power sitting in Okeanos and Destin.  

    ArcLight knows this all too well and used the imagery from the distribution cut and Q3’s optically weak Ebitda (driven by a lag in distributions from assets already earning more) to bid.  They do not want AMID to file Q4 numbers ever and they certainly don’t want AMID to file Q1 and Q2.

    The best outcome is for the independent directors to reject the offers and provide Q4 EBITDA and a Q1 Ebitda forecast. They need to get the truth out there, reset the bar by ending the fake crisis, and then rengage with ArcLight based on better discovery and communication with the public market. Based on last quarter’s annualized run rate EBITDA of $140mm, the reality is that AMID is now at a $220mm+ annualized EBITDA clip with Delta House at “maximum capacity”. Banks won’t give them credit for this run rate so they must print a few quarters to get onsides with their ratios. Based on my estimates that should occur sometime in Q3 2019.


    Subjectcongrats
    Entry03/18/2019 10:46 AM
    Membermajic06

    good writeup, good thesis.  didn't put it on but congrats.

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