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Tidewater Midstream & Infrastructure Ltd. Investor Presentation 1 TWM Brazeau River Complex October 2017 March 2018 TSX: TWM

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Page 1: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Tidewater Midstream & Infrastructure Ltd.Investor Presentation

1

TWM Brazeau River Complex October 2017

March 2018

TSX: TWM

Page 2: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Disclaimer

2

Forward Looking Information

In the interests of providing Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation”) shareholders and potential investors with information regarding Tidewater, including management’sassessment of future plans and operations relating to the Corporation, this document contains certain statements and information that are forward-looking statements or information within the meaning of applicablesecurities legislation, and which are collectively referred to herein as “forward-looking statements”. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should","believe", "plan", "intend" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are often, but not always, identified by such words. Forward-looking statements inthis document include, but are not limited to statements and tables (collectively “statements”) with respect to: plans to construct a natural gas pipeline from the BRC to TransAlta’s Sundance and Keephills power plants,expected cost of such project and associated take or pay agreement; potential egress and demand options including for petrochemical, technology, industrial and power use; infrastructure plans with respect to theproposed Pipestone Montney Sour Deep Cut Gas Plant including its potential expansion; plans with respect to natural gas storage infrastructure; the potential to connect newly acquired infrastructure to BRC andprovide customers with a new large scale egress solution; projections to increase long term contracts and diversify to customers with strong balance sheets; plans to connect Tidewater’s Montney assets to its Edmontoninfrastructure/egress hub; benefits generated from an integrated processing and infrastructure network; the increasing relevance of Tidewater’s Deep Basin network, driving utilization and EBITDA growth upward;anticipated margin improvements for Tidewater’s Edmonton assets resulted from the reduction of certain fees, costs and tariffs; Tidewater’s plans to build out its Edmonton Energy Hub over the next two to three yearsand the potential to add propylene, polypropylene and iso-octane production; anticipation of significant improvement in margins by eliminating third party rail transloading fees, eliminating trucking costs and reducedpipeline tariffs at the Acheson facility; target annual EBITDA/share growth over the next 24 months and target EBITDA levels; subsequent acquisitions and strategies for acquisitions, capital projects and expenditures;strategic initiatives; anticipated producer activity and industry trends; and anticipated performance. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance thatthe plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, as well as known and unknown risks and uncertainties, bothgeneral and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur and which may cause Tidewater’s actual performance and financialresults in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by the forward-looking statements. These assumptions, risks and uncertaintiesinclude, among other things: receipt of third party, regulatory and governmental approvals and consents; Tidewater’s ability to successfully implement strategic initiatives and whether such initiatives yield the expectedbenefits; failure to consummate definitive agreements related to contemplated projects; future operating results; fluctuations in the supply and demand for natural gas, natural gas liquids (“NGLs”), and iso-octane;assumptions regarding commodity prices; demand for potential egress options; activities of producers, competitors and others; the weather; assumptions around construction schedules and costs, including theavailability and cost of materials and service providers; fluctuations in currency and interest rates; credit risks; marketing margins; potential disruption or unexpected technical difficulties in developing new facilities orprojects; unexpected cost increases or technical difficulties in constructing or modifying processing facilities; Tidewater’s ability to generate sufficient cash flow from operations to meet its current and futureobligations; its ability to access external sources of debt and equity capital; changes in laws or regulations or the interpretations of such laws or regulations; political and economic conditions; that any requiredcommercial agreements can be negotiated and completed; and other risks and uncertainties described from time to time in the reports and filings made with securities regulatory authorities by Tidewater.

Readers are cautioned that the foregoing list of important factors is not exhaustive. The forward-looking statements contained in this document are made as of the date of this document or the dates specificallyreferenced herein. For additional information please refer to Tidewater’s public filings available on SEDAR at www.sedar.com. All forward-looking statements contained in this document are expressly qualified by thiscautionary statement.

Any financial outlook or future-oriented financial information, as defined by applicable securities legislation, has been approved by management of Tidewater as of October 31, 2017. Such financial outlook or future-oriented financial information is provided for the purpose of providing information about management's current expectations and goals relating to the future of Tidewater. Readers are cautioned that reliance on suchinformation may not be appropriate for other purposes.

TransAlta Agreement

Tidewater and TransAlta have entered into a letter of intent (“LOI”) for Tidewater to construct a 120 km natural gas pipeline from the BRC to TransAlta’s power generating units at Sundance and Keephills and adefinitive agreement with respect to the procurement of long-lead items such as the steel and valves for the pipeline. The pipeline will be supported by a 15 year take-or-pay agreement with TransAlta. The completionof this project and execution by Tidewater of the take-or-pay agreement with TransAlta will be subject to negotiation of additional definitive agreements between Tidewater and TransAlta.

Non-GAAP Financial Measures

This presentation refers to “EBITDA” and “Adjusted EBITDA”, which do not have any standardized meaning prescribed by generally accepted accounting principles in Canada (“GAAP”). EBITDA is calculated as income orloss before interest, taxes, depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for incentive compensation, unrealized gains/losses, non-cash items, transaction costs and other itemsconsidered non-recurring in nature.

Tidewater Management believes that EBITDA and Adjusted EBITDA provide useful information to investors as they provide an indication of results generated from the Corporation’s operating activities prior tofinancing, taxation and non-recurring/non-cash impairment charges occurring outside the normal course of business. Management utilizes Adjusted EBITDA to set objectives and as a key performance indicator of theCorporation’s success. In addition to its use by Management, Tidewater also believes Adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate the financial performance of theCorporation and other companies in the midstream industry. Investors should be cautioned that EBITDA and Adjusted EBITDA should not be construed as alternatives to earnings, cash flow from operating activities orother measures of financial results determined in accordance with GAAP as an indicator of the Corporation’s performance and may not be comparable to companies with similar calculations.

For more information with respect to financial measures which have not been defined by GAAP, including reconciliations to the closest comparable GAAP measure, see the “Non-GAAP and Additional Measures” sectionof Tidewater’s most recent MD&A which is available on SEDAR.

Page 3: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Tidewater Summary

3

➢ High Growth, Pure Play NGL Infrastructure Business

➢ Pursuing Canadian natural gas liquids (“NGLs”) and natural gas market opportunities through the acquisition and build out of strategic midstream, pipeline, processing, storage, rail, downstream, and export assets. NGL prices are currently near 36 month highs which is very positive for Tidewater’s business plan

➢ Announced the first definitive agreement in connection with the letter of intent for a 15 year take-or-pay agreement (130 Mmcf/day) with TransAlta on a new pipeline build from Tidewater’s largest natural gas processing facility (Brazeau River Complex (“BRC”)) direct to an end market in TransAlta’s large power plants in the Edmonton area. Key final step in a complete “Inter-Alberta” pipeline system where producers in Western Canada can flow on Tidewater infrastructure from wellhead all the way to a large end market*

➢ Recently announced sanctioning of 100 MMcf/day Pipestone Montney Sour Deep Cut Natural Gas Gathering and Natural Gas Liquids Processing Complex with two anchor five year take-or-pay contracts. Signed a third customer to a reserve dedication where majority of plant is contracted and ongoing discussions with multiple customers

➢ EV/EBITDA 2019E multiple of 6.25x vs. peer average of 11.9x

➢ Capitalizing on Management’s strong producer and downstream market access relationships, Tidewater can provide producers improved pricing for their NGLs

➢ > 14 acquisitions announced/completed since IPO and realized on opportunity to purchase key midstream assets in strategic locations at deeply discounted valuations

➢ Nine consecutive quarters of EBITDA growth

➢ EBITDA increased from zero at IPO to current run rate of ~$80 million with visibility to ~$120 million in late 2019 while maintaining a strong balance sheet with Debt to EBITDA of 2.5-3.0x when capital projects come online

➢ Targeting > 20% annualized EBITDA/share growth over next 24 months

➢ Physical assets providing natural cash flow hedge with natural gas storage and extraction plant assets generating significant EBITDA in low gas price environment

➢ Established three core areas in strategic locations (Deep Basin, Montney and Edmonton)

➢ With recently announced “Inter-Alberta” pipeline network Tidewater has connectivity from the Montney, to the Deep Basin and into Edmonton and continuing to focus on increased connectivity

➢ Tidewater continues to expand its Montney core area with recently announced 100 MMcf/day Pipestone Montney Sour Deep Cut Gas Plant which will be connected to its Pipestone Montney infrastructure/egress hub

➢ Proven Capital Project Execution

➢ In December 2017, 50 MMcf/day expansion at BRC and the construction of strategic new pipelines from BRC were completed on time and on budget at a combined capital cost of $25 million. The pipelines provide access to a new condensate rich capture area and is supported by a 55,000 acre reserve dedication and three to four well commitment

➢ Commissioned 10,000 bbl/day HD2 propane fractionation facility and relocation of turbo expander to BRC ahead of schedule and on-budget on industry leading timeline of 7 months and capital cost of $25 million for 10,000 bbl/day fractionation facility and $15 million to relocate and integrate turbo expander into the BRC

* See “TransAlta Agreement” under Disclaimer heading on page 2 of this presentation.

Page 4: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

• * See “TransAlta Agreement” under Disclaimer heading on page 2 of this presentation.

Tidewater is a High Growth Midstream Company

4

NGL Connectivity Strategy

Acquire Strategic

Contracted Infrastructure

Own key NGL/gas infrastructure and gas plants with proximity to multiple transportation options, coupled with take-or-pay and/or reserve dedication agreements

Tidewater “Inter-Alberta” pipeline network backed by 15 year take-or-pay with TransAlta. Offers producers direct connectivity from wellhead, through Tidewater’s extensive processing network direct to an end market*

Recently sanctioned 100 MMcf/day Pipestone Montney Sour Deep Cut Gas Gathering and Natural Gas Liquids Complex which will connect to Tidewater’s Pipestone Infrastructure and egress hub which is connected to TCPL, Alliance and natural gas storage. Anchored by two five year take-or-pay contracts

Optimize Through

Organic Investments

Enable Tidewater to own a strategic integrated value chain from well head to end market and/or tidewater

Significant opportunities within acquired assets to continue to generate incremental EBITDA at ~ 20% IRR

Recent acquisition includes large diameter pipelines in both Montney and Deep Basin core areas and create new egress options for producers

Increase Capabilities of

Infrastructure

Increase third party throughput and/or improve liquids capture/pricing of NGLs for all related parties

Commissioned 10,000 bbl/d fractionation facility on industry leading timeline and cost in 7 months for $25 MM

Recently commissioned BRC 50 MMcf/day expansion and new pipeline builds for approximately $25 million

Aggressively adding connectivity between three core areas in the Montney, Deep Basin and Edmonton assets

Enhance Logistics

Network & Market Access

Infrastructure

Various logistics infrastructure including rail, pipelines and trucking

Various port and pipeline infrastructure to get egress to export markets

100 railcar NGL facility at Edmonton constructed on time and on budget

Tidewater continues to build out network which includes proven natural gas storage in both the Montney and Deep Basin

1

2

3

4

Page 5: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Tidewater Facilities and Connectivity

5

Page 6: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Overview of Montney Assets & Recently Sanctioned Pipestone Montney Sour Deep Cut Gas Processing Complex

6

➢ Recently sanctioned 100 MMcf/day Pipestone Sour Deep Cut Natural Gas Gathering and Natural Gas Liquids Processing Complex with two anchor five year take-or-pay contracts

➢ $210 million capital cost online in mid 2019

➢ Recently signed a third customer to a reserve dedication and in discussions with multiple other producers

➢ Plan to connect to Tidewater infrastructure/egress hub which provides three natural gas egress options in TCPL, Alliance and natural gas storage

➢ Anchor tenants have option to acquire combined 35% working interest

➢ Tidewater finished construction of phase one of its TransCanada and Alliance connected infrastructure and related natural gas liquids hub and natural gas storage project on-time and on-budget and is currently injecting natural gas into its natural gas storage facility

➢ Tidewater closed NEBC Montney acquisition where it acquired 40% in an operating 30 MMcf/day sour plant in the heart of the Montney at Parkland as well as ~1,000 acres of surface land

➢ Tidewater’s recent Wapiti Pipeline acquisition adds an operated 12 inch sour pipeline that could become a significant egress option for Montney producers

➢ August 2017 Montney acquisition includes various working interests in 150 km of pipelines in the Jedney, Blair and Altares area of NEBC, an interest in key sour gas processing and compression and approximately 50 net sections of prospective Montney rights in the Altares area of NEBC. Also included is a pipe connected condensate battery at Valhalla which includes 20,000 bbls of condensate storage

Montney Processing Facilities & Pipelines

Page 7: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

• * See “TransAlta Agreement” under Disclaimer heading on page 2 of this presentation.

Overview of Deep Basin Assets

7

➢ Recently announced definitive agreement on “Inter-Alberta” pipeline will physically connect Tidewater’s largest gas processing complex (BRC) to a large new demand source in TransAlta’s Sundance and Keephills power plants and is anchored by a 15 year take-or-pay*

➢ Final step in a TWM network from wellhead to end market

➢ Ability for expansion to ~ 300 Mmcf/day

➢ Ability to connect Montney producers to new end market and avoid TCPL restrictions

➢ Brazeau River Complex 50 Mmcf/day expansion and construction of pipelines was completed on time and on budget and activity is at all-time highs with NGLs at 24 month high prices

➢ In March 2018, Tidewater announced a five year 17.2 net bcfvolume commitment with an investment grade counter party at Ram River

➢ Commissioned 10,000 bbl/day fractionation facility, capable of HD2 propane, at the BRC 45 days ahead of schedule on industry leading timeline of 7 months and at a cost of $25 million

➢ Tidewater commissioned 40 MMcf/day deep cut in May 2017 on an 8 month schedule for a cost of $15 million, significantly improving NGL recoveries at the BRC

➢ Potential to connect newly acquired infrastructure to BRC and provide customers with new large scale egress solution

➢ Tidewater has commenced injections into its proven natural gas reservoir and is currently injecting approximately 25 MMcf/day and exceeding expectations while offering producers an egress and improved natural gas price option at BRC

Deep Basin Processing Facilities & Pipelines

Page 8: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Overview of Edmonton Assets

8

➢ Tidewater has over 800 km of key pipelines and valuable right of ways at Edmonton, 600 acres of heavy industrial land at Edmonton/Fort Saskatchewan, and 3 key extraction plant licenses

➢ Edmonton assets provide egress/takeaway options for natural gas and NGL production throughout the Deep Basin and Tidewater is now tied into some of the largest industrial consumers of natural gas in Western Canada

➢ Over the next 2 to 3 years, Tidewater plans to build out its Edmonton Energy Hub on its 600 acres of heavy industrial land and improve connectivity to major hubs at Edmonton

➢ Includes the potential for propylene and polypropylene production and/or iso-octane production as Tidewater has received several expressions of interest from various off-take and joint venture parties who Tidewater management has worked with in the past for these products

➢ Tidewater anticipates a significant improvement in margins by eliminating third party rail transloading fees, eliminating trucking costs and reduced pipeline tariffs at the Acheson facility

➢ Fort Saskatchewan Ethane Extraction plant successfully reactivated and online and on-time and on-budget at >100% IRR

➢ In May 2017 closed the acquisition of a 70 MMcf/day deep cut facility and successfully reactivated the facility in July 2017 ahead of schedule and under budget

Edmonton Processing Facilities & Pipelines

Page 9: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

• * See “TransAlta Agreement” under Disclaimer heading on page 2 of this presentation.

Tidewater has a Solid Infrastructure Business With a Strengthening Contracts and Customer Base

9

➢ Currently > 75% of EBITDA backed by take-or-pay contracts, long term agreements and/or reserve dedications with > 50 customers

➢ Improving significantly into 2019 with 90% of EBITDA backed by take-or-pay contracts, long term agreements and/or reserve dedications

➢ 15 year take-or-pay with investment grade counterparty in TransAlta*

➢ Recently sanctioned Pipestone Montney Sour Deep Cut Complex anchored by 2 five year take-or-pay agreements

Top Customers Utilizing Tidewater Facilities

Facility Throughput (MMcf/d)

5

5

6

6

6

6

9

11

15

18

18

20

25

30

50

50

60

100

130

Producer #17

Producer #16

Producer #15

Producer #14

Producer #13

Producer #12

Producer #11

Producer #10

Producer #9

Producer #8

Producer #7

Producer #6

Producer #5

Producer #4

Producer #3

Producer #2

Producer #1

TCPL Extraction

TransAlta

Take-or-payReserve

DedicationYears Remaining

Yes No 15

Yes No 10+

Yes Yes 1

No Yes 10

Yes Yes 3

Yes No 5

Yes No 5

Yes No 2

Yes Yes 5

Yes No 1

Yes No 5

No Yes n.a.

No Yes n.a.

Yes Yes 4

Yes No 2

Yes No 5

Yes No 10

Yes Yes 7

Yes No 5-10

Page 10: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Positioned for Organic Growth Outperformance

10

Balance sheet is well positioned to execute on organic growth opportunities

Focused on delivering annual > 20% EBITDA/share growth over next 24 months

Visibility to ~$120 million of EBITDA in late 2019 while maintaining a strong balance sheet with Debt to EBITDA of 2.5x-3.0x when capital projects come online

$54

$80

-

$24 $24 $26 $28 $28 $42

$42 $46 $49 $54 $54 $56 $58

$69 $71 $80 $80

$120

($5)

($25)($17)

($12) $20 $25

$55

($23) ($21)

$20 $50

($15)

($2)

$16

$66 $66

$150 $150

$300

($30)

($10)

$10

$30

$50

$70

$90

$110

$130

$150

$170

$190

$210

$230

$250

$270

$290

$310

$330

$350

IPO BRCAcquisition &

Financing

PipelineAcquisition

Peace RiverArch Gas Plant

Acquisition

Gas Plant &Propane

Acquisitions

Edmonton AreaInfrastrucutre

Acquisition

AltaGasAcquisition

$80.5 MMFinancing

Acheson Plant,Land andPipeline

Acquisition andRail Facility

BRC Infra.Acquisition

Remaining BRCInterest,Gathering

Pipelines, NatGas Storage

$69 MMFinancing

NEBCProcessing

Plant / NGLTrucking

Q4 ProcessingAgreement /

PembinaRestrictionsLifted / Fort

SaskatchewanReactivation /70 MMcf Deep

Cut + NGLPipeline

Acquisition &Reactivation

FractionationFacility &

Relocation ofTurbo

Expander /BRC Expansion

TransCanadaand AllianceConnected

Infrastructure

Acquisition Total RemainingCapital OverNext 18-24

Months

C$ M

illions

EBITDA Growth

EBITDA from previously announced acquisitions

Net Debt

Pro Forma EBITDA

Capital Spent/

Required Capital$180 $8 $12 $22 $10 $87 n.a. $17 n.a. $20 $50 $6 $521

Current TWM Status

$200–$3602

1

$15 $30 $13 $51

1 Cash flow for forward looking net debt calculated as EBITDA less growth capex, maintenance capex and dividends.2 Capital spending dependent on whether partners exercise option to acquire working interest.

Page 11: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

• * See “TransAlta Agreement” under Disclaimer heading on page 2 of this presentation.

Tidewater Summary

11

➢ Tidewater continues to pursue additional egress options/new markets in addition to existing process/storage infrastructure to yield better margins for our customers products

➢ Tidewater has expanded/is expanding the capabilities of its network to include incremental markets for our customers products

➢ Connecting Tidewater’s network to egress network of TCPL and Alliance

➢ Frac commissioned

➢ Railcar NGL facility constructed

➢ Storage facilities commissioned

➢ LOI and first definitive agreement signed for direct pipe connection to Transalta coal power plants being converted to natural gas*

➢ Further storage expansion/additions

➢ Petrochemical plants that increase low cost local gas consumption

➢ Power intense technology based facilities that benefit from low cost gas producing low cost power

Tidewater Incremental Egress & Demand Options

Gas Processing Networks and

Egress

Montney

New Pipestone Gas Plant

TCPL and Alliance

Connection

Deep Basin

New BRC Frac

Edmonton

New Rail Facility

Gas Storage

Montney Deep Basin

Petrochemical

Natural Gas Demand

Ammonia

Fertilizer

GTL Methanol

Ethane DemandPropane Demand

Butane Demand

Technology/Power

Computer Processing

Alberta Power Prices Continue

To Increase

Industrial/Power

Manufacturing

Page 12: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

High Multiple US Midstream Deals

12

Source: PLS, Company Filings, Equity Research, Credit Research.1 Reflects annualized cash flow currently as outlined on conference call. Transcript references high teens multiple with addition of Omega expansion project.2 Based on annualized 1H2017 adjusted EBITDA.3 Based on expected first year EBITDA (pro rata).4 Based on SemGroup guidance 2018E EBITDA.5 Based on 2017E EBITDA from Moody's analysis on May 30, 2017.6 Based on Q1-Q3 2016 annualized adjusted EBITDA.

Date Asset Type Buyer Seller Description Value ($MM) EBITDA Multiple Contract Disclosure

2/6/2018NGL and Gas Pipeline &

FractionationStonepeak Targa Resources

Development JVs on Grand Prix Pipeline, Gulf Coast

Express Pipeline and Frac Train$960 - Volume Commitment

1/8/2018 Gas G&PRiverstone

Goldman SachsLucid Energy Group

The JV acquired Lucid Energy II from Lucid Energy, a

portfolio company of EnCap Flatrock

Lucid II owns 1,700 miles of gas gathering pipelines

and 585 MMcf/d processing capacity in norhern

Delaware Basin

$1,600 -Area Dedication & Volume

Commitment

11/9/2017 Crude Pipeline BlackRockNGL Energy Partners

SemGroup CorpGlass Mountain Pipeline (SemGroup 50/NGL 50) $600 24.0x ToP & Area Dedication

10/2/2017 Crude Pipeline GIPEnergy & Minerals Group

Laredo Petroleum Medallion Pipeline (EMG 51/Laredo 49) $1,825 34.5x Area Dedication

8/1/2017 Gas Pipeline Blackstone Energy Transfer Partners 32.44% stake in Rover Pipeline $1,570 12.5x ToP

6/6/2017 Terminal SemGroup Alinda Capital Partners Houston Fuel Oil Terminal Company $2,100 15.0x ToP

4/17/2017 Gas G&P Blackstone EnCap Flatrock EagleClaw Midstream Ventures $2,000 26.7x Fee Based

2/9/2017 Gas Gathering System Williams Partners Western Gas Partners33.75% stake in Roma and Liberty gathering systems

through asset swap$155 16.5x -

Page 13: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Tidewater Corporate Profile

13

Stock Symbol TSX: TWM

Common Shares Outstanding ~329 million

Insider Ownership (Fully Diluted) ~5.0%

Market Capitalization1 $454 million

Net Debt $150 million

Enterprise Value $604 million

Total Midstream Processing

Capacity (gross/net) and Length of

Pipelines (gross/net)

>1.5 Bcf/day / >1 Bcf/day

>4,000 km / >3,000 km

Replacement Value of Midstream

Assets> $2.0 billion

Annual Dividend $0.04/sh.

Current Yield1 ~2.9%

Page 14: Tidewater Midstream & Infrastructure Ltd.€¦ · Tidewater Summary 3 High Growth, Pure Play NGL Infrastructure Business Pursuing anadian natural gas liquids (“NGLs”) and natural

Tidewater Summary

14

➢ Tidewater’s 2018 EV/EBITDA multiple of 7.1x trades at a large discount to its peer mean of 13.3x EV/EBITDA

➢ Tidewater funding two large capital projects that will be commissioned in late 2019 where EV/EBITDA is ~6.25x in late 2019 EBITDA

Tidewater Midstream Trading Comparables

Source: Company reports and Factset. Estimates based on consensus equity research.1 As at Mar. 15, 2018.2 Includes options and warrants using the Treasury Method.3 EV includes non-recourse debt and preferred shares.4 Based on consensus equity research estimates.5 Cash available for distribution (“CAFD”) defined as cash from operations less maintenance capex, preferred dividend, non-controlling interest and amortization of debt payments.6 Total capitalization value based on book value of equity plus net debt.

Tidewater is trading at a large discount to comparables despite a more conservative capital structure

18E / 17E 19E / 18E Payout Payout Net Debt / Net Debt /

Share Market Enterprise EBITDA EBITDA EV / EBITDA EV / EBITDA Ratio Ratio Dividend CAFD Yield CAFD Yield EBITDA EBITDA Debt/ Credit

Company Price1

Cap.2

Value2,3

Growth4

Growth4

2018E4

2019E4

2018E4

2019E4 Yield 2018E

4,52019E

4,52018E

42019E

4Total Cap.

6 Rating

($/Sh.) ($MM) ($MM) (%) (%) (x) (x) (%) (%) (%) (%) (%) (x) (x) (%)

Enbridge Income Fund Holdings Inc. $27.24 $20,893 $36,516 16% 11% 12.5x 11.6x 78% 68% 8.3% 10.6% 12.2% 5.4x 5.0x 51% BBB+

Pembina Pipeline Corp. $40.68 $20,600 $32,474 60% 7% 13.6x 12.9x 58% 53% 5.3% 9.1% 10.0% 4.1x 3.9x 44% BBB

Inter Pipeline Ltd. $22.99 $8,730 $14,271 1% 3% 12.7x 12.5x 70% 70% 7.3% 10.4% 10.4% 4.9x 4.8x 62% BBB+

AltaGas Ltd. $24.50 $4,258 $9,229 34% 50% 15.9x 11.5x 102% 76% 8.9% 8.7% 11.8% 7.1x 5.3x 47% BBB

Keyera Corp. $32.54 $6,628 $8,055 28% 9% 11.7x 11.0x 55% 52% 5.2% 9.3% 9.9% 2.5x 2.4x 50% BBB

Mean 28% 16% 13.3x 11.9x 73% 64% 7.0% 9.6% 10.8% 4.8x 4.3x 51%

Median 28% 9% 12.7x 11.6x 70% 68% 7.3% 9.3% 10.4% 4.9x 4.8x 50%

Tidewater Midstream $1.37 $454 $604 40% 14% 7.1x 6.3x 21% 18% 2.9% 14.1% 16.1% 1.8x 1.6x 26% n.a.