EX-99.(C)(7) 7 d577890dex99c7.htm EX-99.(C)(7) EX-99.(c)(7)
Preliminary Materials Prepared for the Conflicts Committee
of the Board of Directors of Crestwood Gas Services GP LLC
Project Intrepid
May 2, 2013
EXHIBIT (c)(7)
DRAFT
Preliminary and Subject
to Change


DRAFT
These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors (the “Conflicts Committee”)
of Crestwood Gas Services GP LLC (the “Company”), the general partner of Crestwood Midstream Partners LP (the “Partnership”), to whom such materials
are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with
Evercore. These materials are based on information provided by or on behalf of the Partnership and/or other potential transaction participants, from public
sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on
such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial
performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources,
Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of
such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express
or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as
to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These
materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter.
These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Conflicts Committee.
These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a
view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part,
without the prior written consent of Evercore.
These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or
arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these
materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates.
Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor
intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such
taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the
impact of the transactions or matters described herein.


Confidential
DRAFT
Overview of Current Proposal
($ in millions, except per unit amounts)
Project Intrepid
1
Market Value Weighted Average Current Yield
CMLP
NRGM
Unit Price (as of 05/01/2013)
$23.53
$25.46
Current Distribution per Unit
$2.04
$1.58
Current Yield
8.7%
6.2%
Market Value
$1,436.9
$2,187.1
% of Combined Market Value
39.7%
60.3%
Market Value Weighted Average Current Yield
7.2%
Current Proposal
Prior to
Exchange
NRGM Units
CMLP Unitholders
Current
Transaction
Ratio
Received (MM)
Unaffiliated Unitholders
34.1
34.1
1.098x
37.4
Crestwood Holdings
26.2
19.9
1.044x
20.8
NRGY
--
6.3
1.078x
6.8
Total CMLP LP Units
60.3
60.3
1.078x
65.0
Pro Forma Unitholders
Units (MM)
% of Total
NRGY
Public - NRGY
105.0
56.6%
Crestwood Holdings
53.8
29.0%
Management
26.7
14.4%
Total NRGY Units
185.6
100.0%
NRGM
Public - NRGM
17.5
11.6%
Public - CMLP
37.4
24.8%
Crestwood Holdings
20.8
13.8%
NRGY Unitholders
56.4
37.4%
NRGY
6.8
4.5%
Management
12.0
8.0%
Total NRGM Units
150.9
100.0%


Confidential
DRAFT
1.078x Exchange Ratio as of May 1, 2013 and $40.0 Million Payment to CMLP
Unaffiliated Unitholders ($1.17 per Unit)
($ in millions, except per unit amounts)
Project Intrepid
2
CMLP Management Financial Projections / NRGM Management Financial Projections (1.078x Exchange Ratio and $40.0 Million Cash Payment )
For the Years Ending December 31,
2013E
2014E
2015E
2016E
2017E
Standalone Distribution per CMLP Unitholder
$2.07
$2.15
$2.37
$2.60
$2.86
CMLP Current Yield
8.7%
8.7%
8.7%
8.7%
8.7%
CMLP
Standalone
Projected
Unit
Price
-
Current
Yield
(Less
$1.17
per
Unit
Cash
Consideration)
$22.70
$23.64
$26.12
$28.85
$31.85
Pro Forma Distribution per CMLP Unitholder
$1.93
$1.98
$2.19
$2.33
$2.41
NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)
8.5%
8.4%
8.4%
8.1%
7.6%
Incremental GP/IDR Cash Flow Created
($2.3)
$4.9
$16.2
$19.4
$15.8
Total Coverage
1.03x
1.05x
1.04x
1.03x
1.06x
CMLP Management Sensitivity Case / NRGM Management Financial Projections (1.078x Exchange Ratio and $40.0 Million Cash Payment )
For the Years Ending December 31,
2013E
2014E
2015E
2016E
2017E
Standalone Distribution per CMLP Unitholder
$2.04
$2.04
$2.04
$2.04
$2.08
CMLP Current Yield
8.7%
8.7%
8.7%
8.7%
8.7%
CMLP
Standalone
Projected
Unit
Price
-
Current
Yield
(Less
$1.17
per
Unit
Cash
Consideration)
$22.36
$22.36
$22.36
$22.36
$22.79
Pro Forma Distribution per CMLP Unitholder
$1.93
$1.89
$1.98
$2.06
$2.10
NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)
8.6%
8.5%
8.9%
9.2%
9.2%
Incremental GP/IDR Cash Flow Created
($0.7)
($1.7)
$5.6
$13.1
$15.4
Total Coverage
1.03x
1.05x
1.04x
1.03x
1.06x
CMLP Management Financial Projections / NRGM Management Sensitivity Case (1.078x Exchange Ratio and $40.0 Million Cash Payment )
For the Years Ending December 31,
2013E
2014E
2015E
2016E
2017E
Standalone Distribution per CMLP Unitholder
$2.07
$2.15
$2.37
$2.60
$2.86
CMLP Current Yield
8.7%
8.7%
8.7%
8.7%
8.7%
CMLP
Standalone
Projected
Unit
Price
-
Current
Yield
(Less
$1.17
per
Unit
Cash
Consideration)
$22.70
$23.64
$26.12
$28.85
$31.85
Pro Forma Distribution per CMLP Unitholder
$1.93
$1.93
$2.12
$2.29
$2.46
NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)
8.5%
8.2%
8.1%
7.9%
7.7%
Incremental GP/IDR Cash Flow Created
($0.6)
$4.6
$17.0
$28.6
$39.9
Total Coverage
1.00x
1.05x
1.03x
0.96x
0.87x
CMLP Management Sensitivity Case / NRGM Management Sensitivity Case (1.078x Exchange Ratio and $40.0 Million Cash Payment )
For the Years Ending December 31,
2013E
2014E
2015E
2016E
2017E
Standalone Distribution per CMLP Unitholder
$2.04
$2.04
$2.04
$2.04
$2.08
CMLP Current Yield
8.7%
8.7%
8.7%
8.7%
8.7%
CMLP
Standalone
Projected
Unit
Price
-
Current
Yield
(Less
$1.17
per
Unit
Cash
Consideration)
$22.36
$22.36
$22.36
$22.36
$22.79
Pro Forma Distribution per CMLP Unitholder
$1.93
$1.85
$1.91
$2.00
$2.08
NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)
8.6%
8.3%
8.5%
8.9%
9.1%
Incremental GP/IDR Cash Flow Created
$1.0
($1.1)
$6.4
$19.9
$30.3
Total Coverage
1.00x
1.05x
1.03x
0.96x
0.87x


Confidential
DRAFT
1.098x Exchange Ratio as of May 1, 2013 and $25.0 Million Payment to CMLP
Unaffiliated Unitholders ($0.73 per Unit)
($ in millions, except per unit amounts)
Project Intrepid
3
CMLP Management Financial Projections / NRGM Management Financial Projections (1.098x Exchange Ratio and $25.0 Million Cash Payment )
For the Years Ending December 31,
2013E
2014E
2015E
2016E
2017E
Standalone Distribution per CMLP Unitholder
$2.07
$2.15
$2.37
$2.60
$2.86
CMLP Current Yield
8.7%
8.7%
8.7%
8.7%
8.7%
CMLP
Standalone
Projected
Unit
Price
-
Current
Yield
(Less
$0.73
per
Unit
Cash
Consideration)
$23.14
$24.08
$26.56
$29.29
$32.29
Pro Forma Distribution per CMLP Unitholder
$1.95
$2.02
$2.23
$2.37
$2.46
NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)
8.4%
8.4%
8.4%
8.1%
7.6%
Incremental GP/IDR Cash Flow Created
($2.3)
$4.9
$16.2
$19.4
$15.8
Total Coverage
1.03x
1.05x
1.04x
1.03x
1.06x
CMLP Management Sensitivity Case / NRGM Management Financial Projections (1.098x Exchange Ratio and $25.0 Million Cash Payment )
For the Years Ending December 31,
2013E
2014E
2015E
2016E
2017E
Standalone Distribution per CMLP Unitholder
$2.04
$2.04
$2.04
$2.04
$2.08
CMLP Current Yield
8.7%
8.7%
8.7%
8.7%
8.7%
CMLP
Standalone
Projected
Unit
Price
-
Current
Yield
(Less
$0.73
per
Unit
Cash
Consideration)
$22.80
$22.80
$22.80
$22.80
$23.23
Pro Forma Distribution per CMLP Unitholder
$1.95
$1.93
$2.02
$2.10
$2.14
NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)
8.5%
8.4%
8.9%
9.2%
9.2%
Incremental GP/IDR Cash Flow Created
($0.7)
($1.7)
$5.6
$13.1
$15.4
Total Coverage
1.03x
1.05x
1.04x
1.03x
1.06x
CMLP Management Financial Projections / NRGM Management Sensitivity Case (1.098x Exchange Ratio and $25.0 Million Cash Payment )
For the Years Ending December 31,
2013E
2014E
2015E
2016E
2017E
Standalone Distribution per CMLP Unitholder
$2.07
$2.15
$2.37
$2.60
$2.86
CMLP Current Yield
8.7%
8.7%
8.7%
8.7%
8.7%
CMLP
Standalone
Projected
Unit
Price
-
Current
Yield
(Less
$0.73
per
Unit
Cash
Consideration)
$23.14
$24.08
$26.56
$29.29
$32.29
Pro Forma Distribution per CMLP Unitholder
$1.95
$1.97
$2.16
$2.33
$2.51
NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)
8.4%
8.2%
8.1%
8.0%
7.8%
Incremental GP/IDR Cash Flow Created
($0.6)
$4.6
$17.0
$28.6
$39.9
Total Coverage
1.00x
1.05x
1.03x
0.96x
0.87x
CMLP Management Sensitivity Case / NRGM Management Sensitivity Case (1.098x Exchange Ratio and $25.0 Million Cash Payment )
For the Years Ending December 31,
2013E
2014E
2015E
2016E
2017E
Standalone Distribution per CMLP Unitholder
$2.04
$2.04
$2.04
$2.04
$2.08
CMLP Current Yield
8.7%
8.7%
8.7%
8.7%
8.7%
CMLP
Standalone
Projected
Unit
Price
-
Current
Yield
(Less
$0.73
per
Unit
Cash
Consideration)
$22.80
$22.80
$22.80
$22.80
$23.23
Pro Forma Distribution per CMLP Unitholder
$1.95
$1.88
$1.95
$2.04
$2.12
NRGM Yield Necessary to Achieve CMLP Standalone Projected Unit Price (Breakeven Yield)
8.5%
8.2%
8.5%
8.9%
9.1%
Incremental GP/IDR Cash Flow Created
$1.0
($1.1)
$6.4
$19.9
$30.3
Total Coverage
1.00x
1.05x
1.03x
0.96x
0.87x