Oaktree Transaction Overview & Montana Renewables Carveout

Made public by

Calumet Specialty Products Partners, L.P.

sourced by PitchSend

10 of 17

Creator

Calumet Specialty Products Partners, L.P.

Category

Technology

Published

2021

Slides

Transcriptions

#1CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. Calumet Announces Montana Renewables Transaction November 19, 2021 © 2021 Calumet Specialty Products Partners, L.P. All Rights Reserved. Not to be copied, shared, or reproduced in any media without the express written permission of Calumet Specialty Products Partners, L.P.#2Forward-Looking Statements This Presentation has been prepared by Calumet Specialty Products Partners, L.P. (the "Company," "Calumet," "we," "our," or like terms) as of November 2021. The information in this Presentation includes certain "forward-looking statements." These statements can be identified by the use of forward-looking terminology including "may," "believe," "expect," "anticipate," "estimate," "continue," "plan," "intend," "foresee," "should," "would," "could" or other similar expressions intended to identify forward-looking statements, although such words are not necessary. The statements discussed in this Presentation that are not purely historical data are forward- looking statements. These forward-looking statements discuss future expectations or state other "forward-looking" information and involve risks and uncertainties (some of which are beyond our control) and assumptions that could cause our actual results to differ materially from our historical experience and our present expectations or projections. We caution that these statements, including prospects for Montana Renewables or the Specialty Asphalt refinery, benefits of the transaction, future actions (including public market transactions), results of any Letter of Intent ("LOI"), future market values, expected access to markets, expense estimates, and enterprise value ("EV") to EBITDA multiples presented for companies with Renewable Diesel exposure are not guarantees of future performance or an indicator of future results, actual market value or future expected returns and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control, including risks related to available capital, actions by third parties (including customers, regulators and financing sources), construction, and commodity prices. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecasted in our forward-looking statements. For additional information, please see our filings with the Securities and Exchange Commission ("SEC"), including the risk factors and other cautionary statements in our latest Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. Existing and prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Presentation. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. © 2021 Calumet Specialty Products Partners, L.P. | 2 CALUMET SPECIALTY PRODUCTS PARTNERS, LP#3Overview • • • • • A continuation of our strategy to de-hybridize and de-lever Calumet Launching Montana Renewables, LLC ("MRL") has allowed focus on independent development of our two best-of- breed businesses Transactions establish MRL as an unrestricted, wholly-owned, pure-play renewables subsidiary High multiple business and powerful growth platform Partner selection process focused on deep financial resources and structuring capability Oaktree Capital Management, L.P. ("Oaktree”) is a leading global investment management firm and brings a wealth of expertise to the partnership The next step towards recognizing a significant "post-money" valuation at MRL, potentially through the public markets Consistent with our strategy to de-lever our consolidated balance sheet Issued notice of redemption for the remaining $80 million of our 2022 Senior Notes © 2021 Calumet Specialty Products Partners, L.P. | 3 CALUMET SPECIALTY PRODUCTS PARTNERS, LP#4Montana Renewables Carveout • • • • Accelerates corporate strategy De-hybridize and de-lever Calumet Creates independent Montana Renewables, LLC ("MRL") • • Wholly-owned, pure-play renewables unrestricted subsidiary High multiple business and powerful growth platform Capitalizes Montana Renewables • $445 million total assets on opening balance sheet, 100% Calumet equity Additional support pending LOI on $50 million of financing for Renewable Hydrogen plant • LOI on Supply and Offtake Agreement; finances Renewables feedstock purchases and inventory Strategic outcome • MRL positioned for independent valuation signal, potentially through the public markets • $199 million net cash proceeds used to de-lever the consolidated balance sheet and for general purposes © 2021 Calumet Specialty Products Partners, L.P. | 4 CALUMET SPECIALTY PRODUCTS PARTNERS, LP#5Current MRL Capitalization. • $300 million convertible debt investment (Oaktree) Oaktree may convert into $330 million equity in NewCo upon "post-money” equity raise Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) $145 million preferred equity investment (Calumet) $101 million cash contribution $ 44 million project capex spend to-date Both instruments at 8% interest, 10% Payment-in- Kind at MRL option Calumet Montana Refining, LLC (100%) Other Calumet Subsidiaries © 2021 Calumet Specialty Products Partners, L.P. | 5 Montana Renewables, LLC ("MRL") Senior Secured Convertible Term Loan (Oaktree) CALUMET SPECIALTY PRODUCTS PARTNERS, LP#6Oaktree Transaction Overview and Sources & Uses • • • • Sale of Calumet's Great Falls hydrocracker and supporting assets to MRL, a wholly-owned unrestricted subsidiary, for $300 million cash proceeds Purchase price funded by a new $300 million senior secured convertible term loan facility extended to MRL by Oaktree Calumet will continue to own and operate the legacy Great Falls Specialty Refinery with a reconfigured processing capacity of 12,000 barrels per day of Canadian crude Calumet contributes $145 million to MRL in exchange for Preferred Equity interest in MRL Contribution consists of $101 million in cash and $44 million in-kind for capex previously spent by Calumet related to the Renewable Diesel conversion project ("RD Conversion") Calumet to use net cash proceeds of $199 million to its balance sheet for debt repayment and for general purposes, including $80 million for the redemption of its 2022 Senior Notes Cash received from Calumet's Preferred Equity investment in MRL is used to fund the RD Conversion Calumet continues to own 100% of the equity interests in MRL and continues to serve as manager and operator of the RD Conversion Hydrocracker remains in crude service under a tolling agreement with Calumet prior to entering renewable diesel service Calumet Sources & Uses ($ million) Sale of Great Falls Hydrocracker & Supporting Assets to MRL Previously Spent RD Conversion Capex Total Sources Preferred Equity Investment in MRL (Cash Portion) Preferred Equity Investment in MRL (Capex Portion) Redemption of Senior Notes due 2022 Cash for Deleveraging Total Uses MRL Sources & Uses ($ million) Senior Secured Convertible Term Loan from Oaktree Preferred Equity Investment from Calumet (Cash Portion) Preferred Equity Investment from Calumet (Capex Portion) Total Sources Purchase of Great Falls Hydrocracker & Supporting Assets Cash to MRL Balance Sheet to Fund RD Conversion Capex Previously Spent RD Conversion Capex Total Uses © 2021 Calumet Specialty Products Partners, L.P. | 6 $300 44 $344 $101 44 80 119 $344 $300 101 44 $445 $300 101 44 $445 CALUMET SPECIALTY PRODUCTS PARTNERS, LP#7Montana Renewables Exceptional Value Proposition • Stable and strong industry margins - "self-compensating" Individual margin components are independently volatile, but collectively stable Montana Renewables - unparalleled location advantage Feedstock - located on top of temperate oilseed belt Renewable Diesel – proximity to multiple Low Carbon Fuel Standard ("LCFS") markets in the U.S. and Canada Sustainable Aviation Fuel ("SAF") - located adjacent to the Trans-Pacific demand corridor Result is a major logistics advantage over producers in the industry • Strong EV/EBITDA multiples even for companies with only partial Renewable Diesel exposure Potential for higher public market valuation for a pure-play Renewable Diesel producer like Montana Renewables • Montana Renewables broad set of organic and inorganic growth opportunities provide further upside © 2021 Calumet Specialty Products Partners, L.P. | 7 CALUMET SPECIALTY PRODUCTS PARTNERS, LP#8(2.00) (4.00) (6.00) 2017 Source: JPMorgan, company estimates © 2021 Calumet Specialty Products Partners, L.P. | 8 8.00 6.00 4.00 2.00 Stable and Strong Industry Margins Average Facility Renewable Diesel Gross Margin Components ($/gal) 2018 2019 Industry operating costs estimated at $0.35 - $0.50/gal fully burdened Diesel ID4 RIN BTC LCFS Crude SBO Gross Margin 2020 2021 CALUMET SPECIALTY PRODUCTS PARTNERS, LP#9Montana Renewables Location Advantage Montana Product Advantage Calumet Product: Best access to PNW, Canada $0.08-$0.12/gal (1) • Calumet Feedstock: $0.10-$0.30/gal (1) transportation cost into Great Falls Industry Feedstock: $0.25-$0.35/gal (1) feedstock transportation cost to GC LCFS Passed (In Effect) Future LCFS proposed • LCFS Passed (2022/2023 Implementation) GHG Emission Goal Industry Product: ~8,000 miles from Gulf Coast to PNW via the Panama Canal $0.35-$0.45/gal(1) Montana Feedstock Advantage Great Falls, MT Canola Growing Density Soybean Growing Density Cattle Ranching Density Sorghum Production Montana's feedstock and product logistics advantages combined are worth an estimated $65 million/year EBITDA (1) • • LCFS markets are on the West Coast; British Columbia LCFS credits trade at a premium Best access to Canadian markets for purchased feed and product placement Large future SAF call for Trans-Pacific service Camelina Growing Density Mustard Seed / Industrial Hemp Growing Density BNSF High Line (partial) © 2021 Calumet Specialty Products Partners, L.P. | 9 (1) Reflects management estimates for transportation costs. Gulf Coast transport costs reflect an illustrative Gulf Coast RD producer. CALUMET SPECIALTY PRODUCTS PARTNERS, LP#10Strong Multiples Even for Partial Renewable Diesel Exposure EV/EBITDA Multiples · Publicly traded companies that produce 16.0x Renewable Diesel include lower multiple businesses including food, 14.0x fossil, bio-diesel 12.0x Strong EV/EBITDA multiples for 10.0x companies with partial Renewable Diesel exposure 8.0x 13.8x 6.0x Potential for higher public market 10.2x valuation for a pure-play Renewable 4.0x 8.6x Diesel producer like Montana Renewables 2.0x • Montana Renewables' growth opportunities provide further upside 0.0x RD + Food RD + Biodiesel RD + Fossil © 2021 Calumet Specialty Products Partners, L.P. | 10 Source: Intrepid, Current Market Enterprise Value, 2023E EBITDA Projection (November 16, 2021) CALUMET SPECIALTY PRODUCTS PARTNERS, LP#11The New Calumet CALUMET SPECIALTY PRODUCTS PARTNERS, LP • • • Specialties Business A leading Specialty Products company with unique brands and assets Segmented into Specialty Products & Solutions and Performance Brands Exceptionally diversified customer base and product offerings across multiple industries and markets Renewable Diesel Business A pure-play Renewable Diesel company - no biodiesel, no fossil A first quartile asset with low entry cost - potential horizontal and vertical growth Temperate Oil Seed Belt location taps vast new low Carbon Intensity (CI) markets for feedstock supply • Portfolio of growth opportunities Renewable hydrogen plant further lowers Cl Short-haul to multiple key RD & SAF markets Separation allows us to create two growth platforms, de-lever, and drive significant unitholder value © 2021 Calumet Specialty Products Partners, L.P. 11#12Appendix CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.#13Cash Movements From Oaktree: $300 million convertible debt From Calumet: Montana Renewables, LLC (MRL) (retention of $101 million) $101 million cash plus $ 44 million prepaid capex $145 million preferred equity To Calumet: $300 million for hydrocracker & associated assets Uses: • $105 million to ABL $199 million to Calumet Pre-conversion, CMR tolling agreement pays MRL to operate hydrocracker in fossil service for Calumet's account; net $2.5 million/month above cost of services © 2021 Calumet Specialty Products Partners, L.P. | 13° Calumet Montana Refining, LLC (CMR) CALUMET SPECIALTY PRODUCTS PARTNERS, LP#14Great Falls Specialty Refinery Operations: 12,000bpd of production capacity 100% heavy Canadian crude diet Niche specialty asphalt production -40% of total volume Great Falls agrees to: Retain any preexisting environmental remediation obligations Provide a 90-year land lease Provide a Management Services Agreement Extend a tolling contract to MRL for the right to use MRL's hydrocracker in crude oil service prior to the 2022 conversion to renewable feedstock Great Falls Specialty Refinery © 2021 Calumet Specialty Products Partners, L.P. | 14 CALUMET SPECIALTY PRODUCTS PARTNERS, LP#15© 2021 Calumet Specialty Products Partners, L.P. | 15 . Great Falls Specialty Refinery (cont'd) 40% of carbon in crude oil is sequestered in the form of recyclable asphalt This is a 97% reduction versus refining-industry coking technology Industry-leading low carbon intensity per barrel at Great Falls 900 800 700 600 500 400 300 200 100 0 Asphalt Unit C02 (kg/m3) Coker Unit Source: Ramboll Environmental Consulting Process emissions and use stage emissions for bitumen, and gasoline and coke Asphalt Unit Coker Unit CH4 (g/m3) Process-Level Emissions N20 (g/m3) Use Phase Emissions Asphalt Unit Coker Unit Asphalt Unit CO2e (kg/m3) Coker Unit CALUMET SPECIALTY PRODUCTS PARTNERS, LP#16• Transaction Steps and Simplified Organizational Structure Status Quo and Transaction Steps Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) Pro Forma Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) Calumet Montana Refining, LLC Other Calumet Subsidiaries Hydrocracker and supporting assets • $44 million $300 million previously spent cash capex • $101 million cash $300 million Montana Renewables, LLC ("MRL") cash Oaktree Calumet Montana Refining, LLC Other Calumet Subsidiaries 100% common equity interest and Preferred Equity interest Notes: Reflects simplified organizational structures. MRL designated as an unrestricted subsidiary of Calumet. © 2021 Calumet Specialty Products Partners, L.P. | 16 Montana Renewables, LLC ("MRL") Senior Secured Convertible Term Loan (Oaktree) CALUMET SPECIALTY PRODUCTS PARTNERS, LP

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

1st Quarter 2021 Earnings Presentation image

1st Quarter 2021 Earnings Presentation

Technology

Rackspace Technology Q4 2022 Earnings Presentation image

Rackspace Technology Q4 2022 Earnings Presentation

Technology

CBAK Energy Technology Investor Presentation image

CBAK Energy Technology Investor Presentation

Technology

Jianpu Technology Inc 23Q1 Presentation image

Jianpu Technology Inc 23Q1 Presentation

Technology

High Performance Computing Capabilities image

High Performance Computing Capabilities

Technology

SOLOMON Deep Learning Case Studies image

SOLOMON Deep Learning Case Studies

Technology

1Q20 Earnings image

1Q20 Earnings

Technology

Nutanix Corporate Overview image

Nutanix Corporate Overview

Technology