#1BARCLAYS Co-Investor Follow-up Materials July 26, 2018 DRAFT ARCLIGHT#2Selected Take-Private Case Studies#3Zenith/ARCX Transaction Overview On August 29, 2017, Zenith Energy Management ("Zenith") agreed to acquire all of the outstanding LP and GP interests of Arc Logistics Partners (NYSE: ARCX) for $657mm as well as additional interests in related equity investments Transaction Overview Zenith Energy L.P. and Zenith Energy U.S. GP, LLC (together "Zenith") acquired Arc Logistics Partners LP ("Arc Logistics") and its general partner, Arc Logistics GP LLC ("Arc GP"), which is wholly owned by the sponsor, Lightfoot Capital Partners, LP ("Lightfoot") · Zenith acquired all 19.5mm outstanding units of ARCX for -$312mm in cash ■ Zenith paid $16.50 per unit for the 14.3mm units held by the public and $14.50 per unit for 5.2mm units held by Lightfoot As part of the agreement, Zenith agreed to acquire 100% of ARCX's GP interest and IDRs for $94.5mm in cash Concurrently with the transaction, Zenith agreed to acquire the following additional terminal interests for an undisclosed amount: 9.7% interest in Gulf LNG Holdings Group, LLC and an additional stake in the Joliet terminal jointly-owned with EFS Midstream Holdings LLC, an affiliate of General Electric ($ in millions) LP Equity Value GP Equity Value Total Equity Value ARCX Transaction Multiples Plus: Net Debt Total Enterprise Value EV / EBITDA 2017E 2018E 2019E Statistic BARCLAYS $57.0 63.7 67.6 ARCX 6/30/17 $311.6 94.5 $406.1 250.5 $656.6 Multiple 115× 10.3x 9.7x 1 Lightfoot Capital (Sponsor) Transaction Structure ZE₂ 0% GP Interest, IDRS 9.7% LLC Interest Gulf LNG Holdings Group, LLC (GLING") ZENITH ENERGY 27.0% LP Interest Source: Company filings, press releases and Wall Street research. 1. Represents ARCX EBITDA (excluding additional interests in GLNG and Joliet purchased) at the time of transaction per Wall Street research. Arc 100% LLC interest Arc Logistics LLC 100% LLC interest Arc Terminals Holdings LLC Credit Facility Borrower 10.3% LLC Interest 73 0% LP Interest Public Unitholders % GP Take DRAFT 15% 25% 50% 60% LLC Interest 40% LLC Interest JBBR Joint Venture (Jobet") Tier $1.55 $1.78 $1.94 GE Energy Financial Services#4ETP / PennTex Transaction Overview On June 30, 2017, Energy Transfer Partners, LP (NYSE: ETP) completed its purchase of the remaining common units of PennTex Midstream Partners, LP (NYSE: PTXP) Transaction Overview On May 19, 2017, ETP commenced an unsolicited tender offer to acquire all of the outstanding public common units of Penn Tex Midstream Partners, LP ("PennTex":"PTXP") ■ Tender offer was made at $20.00/unit On June 1, 2017, the Conflicts Committee of PennTex unanimously determined that the price being offered in the tender offer was fair On June 20, 2017, PennTex announced the successful expiration of ETP's Tender Offer ETP owned at least 16,571,405 common units (representing greater than 80% of the outstanding common units), a condition for closing the offer ($ in millions, except per unit amounts) Offer Price Per Unit LP Units Outstanding Total Equity Value PTXP Transaction Multiples Plus: Net Debt Total Enterprise Value EV / EBITDA 2017E 2018E 2019E Source Company filings, press releases, and FactSet. 1. Includes 20.0mm of subordinated units. Statistic BARCLAYS $77.6 88.3 84.0 2. -95% ownership achieved via tender as of 6/20/17, call right subsequently exercised 3. EBITDA projections reflect consensus estimates at the time of the transaction. PTXP 3/31/17 $20.00 40.7) $814.3 148.3 $962.6 Multiple 12.4x 10.9x 11.5x Status Quo 2 MRD 8% GP/IDRS + -10.5 mm LP units (26.3%) NGP 92% GP/IDRS -15.8 mm LP units (39.4%) PennTex Ownership Summary -13.7 mm LP units (34.2%) Public Unitholders 11/2/2016 ETP 100% GP/IDRs -26.3 mm LP units (64.6%)* Penn Tex -14.3 mm LP units (35.4%) Public Unitholders DRAFT 6/20/2017 ETP 100% ownership PennTex#5World Point Terminals Transaction Overview On June 2, 2017, World Point Terminals, Inc. ("WPTI") announced an agreement to purchase all of the remaining common units of World Point Terminals, LP (NYSE: WPT) in an all-cash tender offer Transaction Overview WPTI acquired the LP interests in World Point Terminals. LP (WPT") that it did not already own via a cash tender offer ■ On 4/3/2017, WPTI sends letter with initial offer of $16.80/unit On May 23, 2017. WPTI subsequently increased offer to $17.30/unit Tender offer was recommended to WPT unitholders by the WPT GP Conflicts Committee ■ . Tender offer included an 80% minimum condition and remained open for 20 business days Following completion of tender offer, WPTI exercised its right to acquire the remaining untendered units Status Quo WPTI & Affiliates Ownership Summary 73.6% LP Interest, GP Interest, 100% IDRS Public Unitholders 26.4% LP Ownership World Point Terminals, LP (NYSE: WPT) Pro Forma BARCLAYS WPTI & Affiliates 100.0% Ownership World Point Terminals, LP 3 ($ in millions, except per unit amounts) Offer Price Per Unit LP Units Outstanding Total Equity Value Plus: Net Debt Total Enterprise Value Source: Company fings, press releases, and FactSet 1. EBITDA projections reflect WPT estimates from WPTI transaction overview presentation, as of June 2, 2017. EV/EBITDA 2017E 2018E 2019E WPT Transaction Multiples DRAFT Statistic $59.8 60.1 61.8 WPT 3/31/17 $17.30 34.9 $603.1 (8.9) $594.2 Multiple 9.9x 9.9x 9.6x#6TransCanada / Columbia Pipeline Transaction Overview On November 1, 2016, TransCanada Corporation (NYSE: TRP) announced that it had agreed to purchase all of the remaining common units of Columbia Pipeline Partners, LP (NYSE: CPPL) in an all-cash offer Transaction Overview TransCanada Corporation ("TRP") acquired the LP interests in Columbia Pipeline Partners, LP ("CPPL") that it did not already own for cash ■ On September 26, 2016, TRP submitted an initial offer of $15.75/unit On November 1, 2016, TRP increased offer to $17.00/unit Merger subject to a majority vote of unitholders Merger Agreement and Merger Transactions were recommended to CPPL unitholders by the CPPL GP Conflicts Committee Status Quo TransCanada Corporation (NYSE: TRP) Ownership Summary 46.5% LP Interest, GP Interest, 100% IDRS Public Unitholders 53.5% LP Ownership Columbia Pipeline Partners, LP (NYSE: CPPL) Pro Forma BARCLAYS TRP 100.0% Ownership Columbia Pipeline Partners, LP Source: Company filings, press releases 1. CPPL net debt includes affiliated debt 2 EBITDA projections reflect consensus estimates at the time of the transaction. Management Commentary "The decision to acquire Columbia Pipeline Partners completes our review of strategic alternatives for our master limited partnership (MLP) holdings following the Columbia transaction. Through the acquisition of the Partnership, our interest in the principal Columbia assets, Columbia Gas Transmission and Columbia Gulf Transmission, effectively increases from 91.6 per cent to 100 per cent and allows us to fully capture the growth associated with Columbia's large capital program. It is also expected to be accretive to earnings per share and reduces complexity by leaving us with a single MLP in TC PipeLines, LP, which remains a core element of TransCanada's future strategy." CPPL Transaction Multiples ($ in millions, except per unit amounts) Purchase Price Per Unit LP Units Outstanding Total Equity Value Plus: Net Debt() Plus: Non-Controlling Interest Total Enterprise Value EV / EBITDA 2016E 2017E 2018E -Russ Girling (President & CEO, TransCanada) November 1, 2016 DRAFT Statistic $712.7 809.3 1,082.5 CPPL 9/30/16 $17.00 53.8 $915.3 1,744.0 6,228.8 $8,888.1 Multiple 125 11.0x 8.2x#7TransMontaigne Price Performance#8TransMontaigne Partners Recent Price Performance 225% 200% 175% 150% 125% 100% 75% 50% 1/8/2016 ArcLight affiliates announce the acquisition of TransMontaigne GP LLC. from NGL Energy Partners for $350 million 1/1/2016 ww 4/1/2016 ArcLight affiliates acquired 3.2 million TLP common LP units (20% interest) from NGL Energy Partners 2/1/2016 ArcLight affiliates close on the purchase of NGL Energy Partners ownership interests in TransMontaigne GP L.L.C. Source: Factset and Company press releases. BARCLAYS TLP vs. AMZ Indexed Price Performance weizning 8/19/2016 потровит 4/12/2017 -TLP- LO 5 AMZ 12/18/2017 TLP announces closing of acquisition of two West Coast Terminals 11/8/2017 TLP announces 3Q 2018 earnings including the acquisition of two West Coast Terminals from Plains and the termination of a public equity offering 3/22/2018 TLP releases statement confirming that it expects no direct financial impact from FERC Pipeline Policy Revisions 1/31/2018 TLP announces public offering of $300 million senior notes due 2026 2/07/2018 TLP announces pricing of $300 million senior notes offering 3/15/2018 FERC announces Pipeline Policy Revisions 12/1/2017 7/10/2018 ArcLight makes cash offer to acquire TLP for $38.00/ common unit DRAFT 5/9/2018 TLP announces 10 2018 earnings and expansion of Brownsville operations TLP: 49.5% AMZ: (6.0%) 7/23/2018#9DRAFT Disclaimer This document has been prepared by Barclays Capital Inc. ("Barclays") for information purposes only. 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