2
Forward Looking Information
Advisory
In the interests of providing Tidewater Midstream and Infrastructure Ltd. (“Tidewater” or the “Corporation”) shareholders and
potential investors with information regarding Tidewater, including management’s assessment 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 applicable securities legislation, and which are collectively referred to herein as
“forward-looking statements”. Forward-“forward-looking statements in this document include, but are not limited to statements and tables
(collectively “statements”) with respect to: the strategic acquisition and concurrent equity financing; 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 that the 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, both general 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 financial results 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
uncertainties include, among other things: receipt of third party, regulatory and governmental approvals and consents in respect of
the strategic acquisition and concurrent equity financing; completion of the strategic acquisition and concurrent equity financing;
Tidewater’s ability to successfully implement strategic initiatives and whether such initiatives yield the expected benefits; future
operating results; fluctuations in the supply and demand for natural gas, NGLs, and iso-octane; assumptions regarding commodity
prices; activities of producers, competitors and others; the weather; assumptions around construction schedules and costs, including
the availability 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 or projects; 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 future obligations; 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; 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 specifically referenced 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 this cautionary statement.
Any financial outlook or future-oriented financial information, as defined by applicable securities legislation, has been approved by
management of Tidewater as of March 25, 2016. 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 such information may not be appropriate for other purposes.
Non-GAAP Financial Measures: This presentation refers to “EBITDA” and “cash available for distribution” (CAFD), which do not have
any standardized meaning prescribed by generally accepted accounting principles in Canada (“GAAP”). We define EBITDA as means
earnings before interest, taxes, depreciation and amortization. We define “cash available for distribution” (CAFD) as the amount of
cash generated from operations, before changes in working capital and after deducting sustaining capital expenditures, scheduled
principal repayments of debt and distributions to non-controlling interests.
3
Tidewater Is A Newly Formed, High Growth Midstream Company…
NGL Connectivity Strategy
Acquire Strategic
Contracted
Infrastructure
Key NGL/gas infrastructure and gas
plants with proximity to multiple
transportation options, coupled with
take-or-pay and/or reserve dedication
agreements
Connect to
Existing
Infrastructure
Any and all acquisitions and organic
opportunities which enable Tidewater
to own more of the value chain from
well head to end market and/or
tidewater
Optimize Through
Organic
Investments
Ability to increase third party
throughput and/or improve liquids
capture / pricing of NGLs for all related
parties
Enhance Logistics
Network
Various logistics infrastructure including
rail, pipelines and trucking
Market Access
Infrastructure
Various port and pipeline infrastructure
to get us to export markets
1
2
3
4
4
Maintaining a low-risk and highly flexible
capital structure
Protection obtained from vendors, contracts,
competitive positioning to ensure go forward
cash flow
Taking advantage of ongoing pipeline of
acquisition and organic growth opportunities to
increase per share value via creativity of
management team
Currently trading at an overly large discount to
the comparables given more conservative
capital structure and more easily achieved
relative growth rates
Once in a career opportunities to acquire
top-tier midstream assets in strategic locations at
discounted valuations. Ongoing review of new
opportunities to further enhance the NGL
Connectivity Strategy, with ability to finance
via available free cash flow, credit capacity
and access to capital markets
... That Currently Provides a Low-Risk Attractive Investment
Opportunity
Very Conservative
Capital Structure
Underlying Stable
Cash Flow Producing
Infrastructure Assets
Growing EBITDA,
CFPS and Share Value
Relatively
Undervalued versus
Comparable
Companies
Poised for Continued
Low-Risk Growth in
Opportunity Rich
Environment
Attractive Investment Opportunity
1
2
3
4
5
Pro forma AltaGas acquisition and
March equity financing results in zero
debt with ~$20 million cash on hand
Asset vendors committed to forward 12
month cash flow minimums including
reserve dedications and processing
agreements ranging from 2 to 10 years
Since the April 2015 IPO EBITDA increased
from zero to expected pro forma 2016E H2
run-rate of ~$50
1million, 2016E H2
run-rate CFPS to ~$0.22
1Tidewater has zero leverage vs.
comparable average of 5.2x, payout
ratio of <30% vs. average of 72%, and a
EV/EBITDA multiple of 7.3x vs. average
of 13.7x
New opportunities being brought
regularly to Tidewater’s creative and
experienced management team
Executed on seven acquisitions in eight
months
5
Commitment to the NGL Value Chain And Execution of
Business Plan
Tidewater will aggressively grow its NGL business through both organic opportunities as well as
acquisitions
P
Closed initial public offering
April 2015
P
Closed acquisition of initial 185 MMcf/day deep cut gas plant within liquids
rich fairway in addition to $210 million equity financing
July 2015
P
Extend largest take or pay contract and work to diversify customer base
September 2015
P
Announced acquisition of 2
most active liquids rich regions in Western Canada
ndgas plant and new core area in one of the
October 2015
P
Announced acquisition of 3
rdoperated gas plant (100% WI) in additional to
propane retail acquisition and 5 year supply deal with vendor of gas plant.
$70 million credit facility finalized
November 2015
P
Install truck racks at BRC to obtain better pricing for producers NGLs and
commence NGL Marketing Operations
November 2015
P
Announced acquisition of 3 operated deep-cut gas /extraction plants
(100% WI) with total processing capacity of 142 MMcf/day in addition to
250km of pipelines and key infrastructure at Fort Saskatchewan
January 2016
P
Announced agreement to acquire 100% of AltaGas’ working interest in
select Deep Basin gas processing facilities and related infrastructure for
cash and 43.7 MM shares of TWM stock
February 2016
P
Closed $80.5 million equity financing, which included a fully exercised
over-allotment option
March 2016
In
Progress
NGL Export Terminal
T+12 months
In
Progress
Expand NGL infrastructure, related network and new downstream markets
for NGLs. Continue to offer producers improved pricing for their NGLs and
6
Track Record of Success
Proven team can leverage upstream and downstream relationships and partner with producers to share
upside with NGL pricing while securing take-or-pay or reserve dedication volume contracts
Former Predator Midstream management and board of directors (sold to Secure Energy Services in Aug
2014 for ~$107 MM) and generated 20 fold returns in both Predator Midstream Ltd. and Predator Oil Ltd.
High Growth, Pure Play NGL Infrastructure Business
Pursuing Canadian natural gas liquids (“NGLs”) market opportunities through the acquisition and
optimization of strategic midstream, pipeline, storage, rail, downstream, and export assets
Capitalizing on Management’s strong producer and downstream market access relationships, Tidewater
can guarantee producers improved pricing for their NGLs
Seven acquisitions announced/completely in eight months and continue to see once in a generation
opportunity to purchase key midstream assets in strategic locations
EBITDA increased from zero at IPO to 2016E H2 run-rate of ~$50 million
1via multiple gas plants, pipe
gathering systems and pipe and rail takeaway capacity
Buildout of Deep Basin NGL, gas processing and natural gas network continues in of The Most Active Areas
in North America
Tidewater has acquired a network of > 15 gas processing plants, 2500 kilometers of pipelines in an
attempt to provide an NGL/natural gas network which can guarantee producers better pricing for their
NGLs and natural gas egress options
January acquisition provides the potential for immediate takeaway and egress for natural gas producers
and will form the backbone of Tidewater’s natural gas and NGL network
142 MMcf/day of 100% owned deep cut processing capacity with 250km of pipelines and key
infrastructure in the Edmonton area at < 5% of replacement value
Strategic partnership with AltaGas announced in February adds 8 key processing facilities within the Deep
Basin and enables Tidewater to continue to build out it’s NGL and natural gas network
> 400 MMcf/day of processing capacity and > 2000 kms of pipelines
Continue to See Significant Acquisition and Organic Growth Opportunities and Synergies with Acquired
Assets
Tidewater Summary
7
Board & Management Has A Strong Track Record
Energetic and motivated team, which has previously achieved 20 fold returns in prior companies; most
recently, Predator Midstream Ltd. (crude-by-rail) and Predator Oil Ltd. (upstream oil)
17
Team Member
Position
Background
Joel MacLeod, CA Chairman, President & CEO Founding CEO of Predator Oil Ltd., Founding CEO and majority shareholder of Predator Midstream Ltd., Former CFO SkyWest Energy Corp., PrimeWest Energy Trust/TAQA
Toby McKenna VP, Business Development & Commercial VP Business Development Predator Oil Ltd., VP Natural Gas Trading Castelton Commodities Canada, Co-Founder Louis Dreyfus Energy Canada
Joel Vorra, CA CFO Former Controller Predator Midstream Ltd., former CFO Predator Oil Ltd., Collins Barrow Calgary LLP
Jarvis Williams VP, Logistics and Midstream Operations Former VP Logistics and Midstream Operations of Predator Midstream Ltd., VP Predator Oil Ltd., Skywest Energy Corp/Marquee Energy, Primewest Energy Trust/TAQA
Jeff Ketch VP, Field Operations Former VP Operations Predator Midstream Ltd., VP Operations Predator Oil Ltd., Equal Energy Ltd., 20+ years field operations
Greg MacDonald,
P. Eng VP, Engineering
Former VP Engineering Predator Midstream Ltd., President & COO Predator Oil Ltd.,
Molopo Energy, Compton Petroleum
Reed McDonnell VP, Acquisitions & Joint Venture Former Senior Business Analyst Predator Midstream Ltd., Predator Oil Ltd., Cormark Securities Inc., Wellington West Capital Markets
Brent Booth VP, NGL Marketing Former NGL Trader / Manager, Ethane and Natural Gas and Risk Management Groups at Plains Midstream Canada, PricewaterhouseCoopers LLP
Doug Fraser, CA Director
Former CFO of Abu Dhabi National Energy Company PJSC (“TAQA”), where he oversaw
oil and gas and infrastructure assets with a value of greater than $30 billion. Prior to TAQA, Mr. Fraser was the CFO of PrimeWest Energy Trust at the time of its acquisition by TAQA for approximately $5 billion in cash. Also, formerly CFO of Husky Energy Inc. and held senior roles at Petro-Canada and Imperial Oil Limited
Trevor
Wong-Chor, LLB Director
Partner DLA Piper (Canada) LLP, current Corporate Secretary Predator Oil Ltd., former Corporate Secretary Predator Midstream Ltd.
Steve Holyoake,
P.Eng Director
VP Drilling & Completions Tangle Creek Energy, current Board Member Predator Oil
Ltd., former Board Member Predator Midstream Ltd., former VP Operations SkyWest Energy Corp and former Manager, Drilling & Completions at Berens Energy Ltd.
David R. Wright Director
Former Executive Vice President, Strategy and Corporate Development at AltaGas and has over 30 years of experience in energy, power, infrastructure, utility and legal businesses
8
8
Adding Value Through All Parts of the Value Chain
Tidewater Owned Future Potential Third-Party
9
9
Tidewater Facilities and Connectivity
10
Strategic Acquisition of Core Deep Basin Natural Gas
Gathering and Processing Network
Tidewater closed an agreement to acquire 100% of AltaGas’ working interests in select Deep Basin
and central Alberta gas processing facilities and related infrastructure (the “Acquisition” or the
“Assets”), which includes a pipeline network of > 2,000 km and > 400 MMcf/day of processing
capacity
The purchase was funded through a combination of Tidewater common shares and availability
under Tidewater’s existing credit facility
Concurrently, Tidewater has entered into a strategic partnership with AltaGas for potential
subsequent contributions of assets to Tidewater
The Assets are forecast to generate EBITDA of $14.4 MM in 2016 with ~50% of 2016E volumes
generated from take-or-pay or reserve dedication contracts
The Acquisition is expected to be immediately accretive to cash available for distribution by ~11% in
2016
Tidewater expects to undertake initiatives such as adding truck racks, NGL marketing and
building out producer relationships to significantly increase accretion in 2017E and beyond
with small capital additions
Core Facility Overview
The Acquisition is heavily concentrated in the
Deep Basin and includes facilities at
Marlboro/Edson, Alder Flats, Sylvan Lake,
Gilby, Windfall/Kaybob, Bonnie Glenn, Malmo
and Manola (the “Core Facilities”)
The Core Facilities generated ~77% of
2015 total EBITDA
The Core Facilities are contiguous to
the BRC, which complements
Tidewater’s existing natural gas
network
11
Core Facilities Experience Resilient Drilling Activity and
Sustained Throughput
The Deep Basin is one of the most economic plays in the Western Canadian Sedimentary Basin, with
drilling activity continuing through the commodity price downturn
15 producers have released
>2,000
rigs in the Deep Basin between 2014 and 2015
The Deep Basin is a multi-zone producing region and continued drilling activity will allow
Tidewater to increase throughput and utilization rates at the Core Facilities
The most active drillers in the Deep Basin include Peyto, Tourmaline, Bonavista, CNRL and Bellatrix
Select Deep Basin Rig Releases
1(2014-2015)
Deep Basin Drilling Activity
63 63 63 87 90 100 109 110 124 133 145 147 202 271 297 Whitecap Bonterra Vermilion Encana ARC Paramount Repsol Shell ConocoPhillips Penn West Bellatrix CNRL Bonavista Tourmaline Peyto 1 Source: GEOscout.
12
AltaGas Acquisition Holds Diverse Customer Base
The Asset’s customer list exceeds 60 producers
Provides reduced customer concentration risk on variable volumes
3 of the top 10 producers utilizing the Core Facilities are under take-or-pay contracts and 6 are
under reserve dedication contracts
Top 10 Producers Utilizing the Core Facilities
RigReleases
(2014-2015)
Take-or-Pay Dedication Reserve EV
2 (C$B) Net Debt / 2016E EBITDA3 (x) 2016E Production3 (boe/d) Investment Grade 191
$1.9 4.3x 70,000 127
$101 3.2x 1,530,000
146
$1 5.5x 38,150 24
$1 nmf 23,000
52
$28 7.2x 89,000
63 $1 3.6x 12,300 49 $0.5 2.0x 9,200 62 $25 2.9x 334,400
53 $1 1.1x 18,000 37
$4 nmf 42,500
1 Figures based on the month of November 2015. 2 As at March 18, 2016.
3 Street Research consensus estimates.
Core Facility Throughput1(Mcf/d)
152 752 896 1,213 1,585 2,597 8,586 8,617 8,645 17,404 Producer #10 Producer #9 Producer #8 Producer #7 Producer #6 Producer #5 Producer #4 Producer #3 Producer #2 Producer #1
13
The Acquisition adds >2,000 kms of
operational pipelines and 400 MMcf/day or
processing capacity
Further build out of Tidewater’s natural
gas and NGL network offers egress and
take away for producers. Further
enhances Tidewater’s ability to guarantee
producers improved pricing for their NGLs
The Acquisition includes significant
pipeline connectivity in the Deep Basin,
complementing existing BRC framework
Tidewater will be able to achieve
greater NGL marketing optionality,
benefitting Tidewater and producers
Tidewater Deep Basin Pipeline Network
1Acquired Pipeline Network adds to Tidewater’s Core Deep
Basin Operations
14
January Acquisition Forming Backbone of Tidewater NGL and
Natural Gas Network
On January 4, Tidewater announced the
acquisition of three 100% owned and
operated gas/natural gas liquids
extraction facilities with deep cut
processing capacity of 142 MMcf/day in
addition to 250 km of pipelines and key
infrastructure at Fort Saskatchewan
Acquisition provides the potential
for immediate takeaway and egress
for natural gas producers and will
form the backbone of Tidewater’s
natural gas and NGL network
Acquired at or near bottom of
market at a price equal to 3.5% or
approximate replacement value of
key infrastructure at approximately
$200 million
Large upside in connecting existing
Tidewater infrastructure to newly
acquired infrastructure around
Edmonton
With recovery in liquids prices and
Tidewater’s ability to market spec
product, significant upside in asset
Key infrastructure and right of ways
including land and rail access at Fort
Saskatchewan
15
Production in Area of Oct. 15
th
Acquisition Continues to Grow
From Diverse Producer Group
15
Peace River Area Production Profile – Top 15 Producers
2
Production still growing in depressed pricing environment, indicating strong play economics
Area production dominated by Encana (ECA), with other producers such as Birchcliff (BIR), Advantage
(AAV) and ARC Resources (ARX) experiencing high growth
Producers pushing development north into liquids-rich window due to superior economics of liquids
vs gas
~8% production growth year-to-date from the Montney
1-200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Jan-10
Jan-11
Jan-12
Jan-13
Jan-14
Jan-15
Jan-16
D
ai
ly
Pro
d
u
ct
io
n
(MMc
f/
d)
ECA
BIR
AAV
ARX
CNQ
COP
MUR
Exshaw Oil
TAQA
KEL
Direct Energy
WCP
SGY
Insignia
POU
Source: GEOscout as at March 18, 2016.
1 2016 year-to-date average production over 2014-2015 average production. 2 “Area” defined as 10 x 10 township area centered around facilities.
16
Overview of Original July 2015 Strategic Acquisition of a Deep Cut
Gas Processing Facility
In July 2015, Tidewater closed the acquisition of a 63% operated working interest in a deep cut gas
processing facility (BRC) in the West Pembina region of Alberta, including related pipelines for $180
MM
The West Pembina region is a prolific producing multi-zone area of the Deep Basin
Though gas production in the area has historically come primarily from the Cardium,
year-over-year growth of 11% has largely come from Mannville plays such as the Spirit River
(Notikewin, Fahler and Wilrich) and the Lower Mannville (Ellerslie)
16
Acquisition Overview
185 MMcf/d gas processing facility and
ownership and/or access to 400 kilometers of
associated gathering pipeline
One of the largest processing facilities in the
Pembina area with current throughput of ~140
MMcf/d (100% from third party producer
customers post acquisition)
EBITDA of ~C$28 MM
1with enhancement
potential through optimization and growth
Acquisition at 6.5x EBITDA based on ~C$28
MM
1of EBITDA
70% of facility EBITDA contracted under
take-or-pay contracts ranging from 3 to 10 years
backed by credible counterparties / producers
“Deep-cut” gas processing capability for both
sweet and sour throughput, enabling
producers to realize a higher margin on their
production via NGL extraction
Acquisition Location
Edmonton
Calgary
Medicine Hat
Lethbridge
17
Production in Area of Original Acquisition Continues to Grow From
Diverse Producer Group
17
West Pembina Area Production Profile – Top 15 Producers
1
Liquids rich gas production by large producers driving strong demand for deep cut facilities
15+ producers have active production in the area
No single producer dominance
-200
400
600
800
1,000
1,200
Jan-10
Jan-11
Jan-12
Jan-13
Jan-14
Jan-15
Jan-16
D
ai
ly
Pr
od
u
ctio
n
(M
M
cf/
d)
COP
BXE
TAQA
Direct Energy
PWT
TOU
VET
APA
Sinopec
Westbrick
HSE
BTE
Velvet
LTS
PMT
Source: GEOscout as at March 18, 2016.
18
Tidewater Is A High Growth Midstream Company
Tidewater adding significantly to shareholder value on a per share basis
EBITDA increased from zero to $24 MM after the first acquisition; ~108% EBITDA growth since
Cash flow per share increased from zero to $0.13/share after the first acquisition; ~69% CFPS
growth since
Share price has increased 50% since IPO
… And maintaining a low risk capital structure with minimal debt
EBITDA Growth
($MM)
1,2Cash Flow per Share Growth
($/Sh.)
21 EBITDA is net of incremental G&A. West Pembina acquisition includes $3 MM of G&A; G&A expected to increase to $6 MM pro forma
acquisitions and NGL marketing operations.
2 2016E H2 run-rate EBITDA and CFPS.
$24 $24 $26 $28 $28 $43 $50 West Pembina Acquisition (Jun. 2, 2015) Pipeline Acquisition (Sep. 2, 2015)
Peace River Area Gas Plant Acquisition (Oct.
15, 2015)
Gas Plant & Propane Acquisition (Nov. 2, 2015) Fort Saskatchewan Acquisition (Jan. 4, 2016) AltaGas Acquisition (Feb. 2, 2016) Organic Improvement at Existing Facilities and Commencement of NGL Marketing Operations in H2 2016 $0.13 $0.14 $0.14 $0.16 $0.16 $0.19 $0.22 West Pembina Acquisition (Jun. 2, 2015) Pipeline Acquisition (Sep. 2, 2015)
Peace River Area Gas Plant Acquisition (Oct.
15, 2015)
Gas Plant & Propane Acquisition (Nov. 2, 2015) Fort Saskatchewan Acquisition (Jan. 4, 2016) AltaGas Acquisition (Feb. 2, 2016) Organic Improvement at Existing Facilities and Commencement of NGL Marketing Operations in H2 2016
19
Tidewater Relative Performance
Tidewater Relative Performance
1(Share Price Performance Since Inception)
1 Source: FactSet as at March 18, 2016.
2 Cdn Midstream Index includes Enbridge Income Fund, Pembina, Inter Pipeline, AltaGas, Keyera and Veresen.
3 US MLP Midstream Index includes EnLink Midstream Partners, Crestwood Equity Partners, DCP Midstream Partners, American Midstream Partners,
Enbridge Energy Partners and Energy Transfer Partners.
(80%) (60%) (40%) (20%) -20% 40% 60% 80% 100% 120%
Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16
R e tur n (%) Tidewater S&P/TSX Composite TSX Energy Cdn Midstream Index US MLP Midstream Index 50% (12%) (24%) (24%) (55%) 2 3 TWM IPO @ $1.00/Sh.
20
20
Tidewater Midstream Trading Comparables
Source: Company reports and FactSet. Estimates based on consensus equity research.
1 As at March 18, 2016.
2 Includes options and warrants using the Treasury Method. 3 TEV includes non-recourse debt and preferred shares. 4 Based on consensus equity research estimates.
5 “Cash Available for Distribution” (CAFD) is the amount of cash generated from operations, before changes in working capital and after deducting
sustaining capital expenditures, scheduled principal repayments of debt and distributions to non-controlling interests.
Tidewater is trading at a large discount to comparables despite a more conservative capital structure and more easily
achieved relative growth rates
Tidewater’s EV/EBITDA multiple of 7.3x trades at a large discount to its peer average of 13.7x EV/EBITDA
Share Market Enterprise 17E/'16E EBITDA EV/EBITDA '16E Payout Dividend CAFD Net Debt / Debt/ Credit
Company Price Cap.1 Value2,3 Growth4 2016E4 Ratio4 Yield Yield5 2016E EBITDA4 Total Cap. Rating
($/Sh.) ($MM) ($MM) (%) (x) (%) (%) (%) (x) (%)
Enbridge Income Fund Holdings Inc. $29.69 $21,517 $35,016 10% 13.3x 67% 5.7% 8.5% 5.1x 43% Baa2 Pembina Pipeline Corp. $34.26 $13,104 $17,895 23% 15.2x 71% 5.3% 7.6% 4.1x 34% BBB Inter Pipeline Ltd. $25.55 $8,595 $13,723 2% 13.4x 72% 6.1% 8.5% 5.0x 60% BBB+
AltaGas Ltd. $33.22 $4,894 $9,834 9% 13.7x 67% 6.0% 8.9% 6.9x 50% BBB
Keyera Corp. $39.49 $6,781 $8,398 7% 12.2x 52% 3.8% 7.3% 2.3x 54% n.a.
Veresen Inc. $8.84 $2,603 $5,741 17% 14.6x 102% 11.3% 11.1% 8.0x 47% BBB
Mean 12% 13.7x 72% 6.4% 8.7% 5.2x 48%
Median 10% 13.5x 69% 5.8% 8.5% 5.1x 48%
Tidewater Midstream $1.50 $420 $397 14% 7.3x 20% 2.7% 13.6% n.a. n.a. n.a.
21
Stock Symbol
TSXV: TWM
Pro Forma Common Shares
Outstanding
277.1 million
Options and RSU‘s
3.8 million
Insider Ownership (Fully Diluted)
~4.0%
Market Capitalization
1$420 million
Positive Working Capital incl. Cash
$20 million
Enterprise Value
$400 million
Total Midstream Processing
Capacity (gross/net) and Length of
Pipelines (gross/net)
~1 Bcf/day / ~600 MMcf/day
~2,900 km / ~1,900 km
Replacement Value of Midstream
Assets
> $1 billion
Annual Dividend
$0.04/sh.
Current Yield
1~2.7%
Tidewater Corporate Profile
22
Rights of Action for Damages or Rescission
The following statutory rights of action for damages or rescission will only apply to a purchaser of securities of Tidewater in the event that this corporate presentation is deemed to be an offering memorandum pursuant to applicable securities legislation in certain provinces of Canada. These remedies, or notice with respect thereto, must be exercised, or delivered, as the case may be, by the purchaser within the time limits prescribed by the applicable provisions of the provincial securities legislation. Purchasers should refer to the applicable securities legislation for the complete text of these rights or consult with a legal adviser. Where used in this section, “Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Ontario
Securities legislation in Ontario provides that purchasers of securities are entitled to rights of action for rescission or damages where an offering memorandum and any amendment to it contains a Misrepresentation. In accordance with Section 130.1 of the Securities Act (Ontario) (the “Ontario Act”), in the event that an offering memorandum or any amendment thereto contains a Misrepresentation, a purchaser who purchases securities offered by such offering memorandum during the period of distribution has, without regard to whether the purchaser relied upon the Misrepresentation, a right of action against the issuer for damages, or, while still the owner of the such securities purchased by that purchaser, for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages against the issuer, provided that: (a) the issuer will not be liable if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation; (b) in the case of an action for damages, the issuer will not be liable for all or any portion of the damages that it proves do not represent the depreciation in value of the securities as a result of the Misrepresentation relied upon; and (c) in no case will the amount recoverable in any action exceed the price at which the securities were sold to the purchaser.
A purchaser resident in Ontario should refer to the provisions of the Ontario Act and its regulations for particulars of the rights and defences discussed above and consult with a lawyer. The rights discussed above are in addition to and without derogation from any other right or remedy which a purchaser might have at law.
No action shall be commenced to enforce these statutory rights more than: (a) in an action for rescission, 180 days from the date of the transaction that gave rise to the cause of action; or (b) in an action for damages, the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action.
Saskatchewan
A purchaser resident in the Province of Saskatchewan is given certain rights of action under The Securities Act, 1988 (Saskatchewan) (the “Saskatchewan Act”) if this corporate presentation or any amendment to this corporate presentation contains a Misrepresentation. These rights include, but are not limited to:
1. Section 80.1 – on receipt of an amended offering memorandum delivered in accordance with Subsection 80.1(3) of the Saskatchewan Act, the right to withdraw from an agreement to purchase securities by delivering a notice to the person who or company that is selling the
securities indicating an intention not to be bound by the purchase agreement, such notice to be delivered within two business days after receipt of the amended offering memorandum.
2. Subsections 138(1) and 138(2) – a right of action for rescission or for damages against the issuer, its directors and every person selling the securities on behalf of the issuer where the offering memorandum and any amendment to the offering memorandum contains a
Misrepresentation.
3. Subsection 138.1(3) – a right of action for damages against the issuer, its directors and every person selling the securities on behalf of the issuer for a Misrepresentation in advertising and sales literature.
4. Subsection 138.2(1) – a right of action for damages against an individual who makes a verbal Misrepresentation made before or contemporaneously with the purchase of the securities.
5. Subsection 141(1) – a right to void the purchase agreement and recover the purchase price if the securities are sold by a vendor who is trading in contravention of the Saskatchewan Act or the regulations to the Saskatchewan Act.
6. Subsection 141(2) – a right of action for rescission or for damages if the offering memorandum or any amendment to the offering memorandum is not delivered to the purchaser as required by subsection 80.1 of the Saskatchewan Act.
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Rights of Action for Damages or Rescission
Such rights of rescission and damages are subject to certain limitations including the following: (a) if the purchaser elects to exercise its right of rescission against the issuer, it shall have no right of action for damages against that party; (b) in an action for damages, a defendant will not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities resulting from the
Misrepresentation relied on; (c) no person or company, other than the issuer, will be liable for any part of the offering memorandum or any amendment to it purporting to be made on the person’s or company’s own authority as an expert or purporting to be a copy of or an extract from the person’s or company’s own report, opinion or statement as an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation or believed there had been a Misrepresentation; (d) in no case shall the amount recoverable exceed the price at which the securities were offered; and no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities with knowledge of the Misrepresentation.
A purchaser resident in Saskatchewan should refer to the provisions of the Saskatchewan Act and its regulations for particulars of the rights and defences discussed above and consult with a lawyer. The rights discussed above are in addition to and without derogation from any other right or remedy which a purchaser might have at law.
Pursuant to the Saskatchewan Act, the rights discussed above must be exercised within certain time periods. These time periods are: (a) an action for rescission must be started within 180 days after the date of the transaction that gave rise to the action; (b) an action for damages must be started by the earlier of (i) one year after the purchaser first had knowledge of the facts giving rise to the action; or (ii) six years after the date of the transaction that gave rise to the action.
Manitoba
Section 141.1 of the Securities Act (Manitoba) (the “Manitoba Act”) provides that where an offering memorandum contains a Misrepresentation, a purchaser who purchases a security offered by the offering memorandum is deemed to have relied upon that Misrepresentation, if it was a
Misrepresentation at the time of purchase, and has a right of action for rescission against the issuer or has a right of action for damages against: (a) the issuer; (b) every director of the issuer at the date of the offering memorandum; and (c) every person who or company that signed the offering
memorandum. If the purchaser elects to exercise its right of rescission against the issuer, the Purchaser shall have no right of action for damages against a person or company referred to above.
If a Misrepresentation is contained in a record that is incorporated by reference in, or that is deemed to be incorporated into, an offering memorandum, the Misrepresentation is deemed to be contained in the offering memorandum.
When a Misrepresentation is contained in an offering memorandum, no person or company is liable: (a) if the person or company proves that the purchaser had knowledge of the Misrepresentation; (b) other than with respect to the issuer, if the person or company proves: (i) that the offering memorandum was sent to the purchaser without the person's or company's knowledge or consent, and (ii) that, after becoming aware that it was sent, the person or company promptly gave reasonable notice to the issuer that it was sent without the person's or company's knowledge and consent; (c) other than with respect to the issuer, if the person or company proves that, after becoming aware of the Misrepresentation, the person or company withdrew the person's or company's consent to the offering memorandum and gave reasonable notice to the issuer of the withdrawal and the reason for it; (d) other than with respect to the issuer, if, with respect to any part of the offering memorandum purporting to be made on the authority of an expert or to be a copy of, or an extract from, an expert's report, opinion or statement, the person or company proves that the person or company did not have any reasonable grounds to believe and did not believe that: (i) there had been a Misrepresentation; or (ii) the relevant part of the offering memorandum: (A) did not fairly represent the expert's report, opinion or statement, or (B) was not a fair copy of, or an extract from, the expert's report, opinion or statement; or (e) other than with respect to the issuer, with respect to any part of the offering memorandum not purporting to be made on an expert's authority and not purporting to be a copy of, or an extract from, an expert's report, opinion or statement, unless the person or company: (i) did not conduct an investigation sufficient to provide reasonable grounds for a belief that there had been no Misrepresentation; or (ii) believed there had been a Misrepresentation.
Such rights of rescission and damages are subject to certain limitations including the following: (a) in an action for damages, a defendant is not liable for all or any part of the damages that it proves do not represent the depreciation in value of the securities as a result of the Misrepresentation; and (b) the amount recoverable shall not exceed the price at which the securities were offered under the offering memorandum.
No action may be commenced to enforce a right: (a) in the case of an action for rescission, more than180 days after the day of the transaction that gave rise to the cause of action; or (b) in any other case, more than the earlier of (i) 180 days after the day that the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) two years after the day of the transaction that gave rise to the cause of action.
A purchaser resident in Manitoba should refer to the provisions of the Manitoba Act and its regulations for particulars of the rights and defences discussed above and consult with a lawyer. The rights discussed above are in addition to and without derogation from any other right or remedy which a purchaser might have at law.
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Notice to Investors
All purchasers of securities will be required to execute a subscription agreement, which will contain representations, warranties, covenants and acknowledgments of the purchasers required by the relevant regulatory authorities, Tidewater and any agents or underwriters under the offering of securities to establish the availability of such exemptions and to ensure compliance with applicable securities legislation. This corporate presentation is qualified in its entirety by reference to such subscription agreement and any other agreements entered into in relation to the offering, including, without limitation, any agency agreement, underwriting not agreement or subscription receipt agreement. This corporate presentation is provided for
informational purposes only as of the date hereof, may not be complete, and may not contain certain material information about the Corporation, including important disclosures relating to the final terms of he proposed investment, risk factors associated with an investment in the Corporation, and fees and expenses. The securities are being offered subject to various conditions, including (a) withdrawal, cancellation or modification of the offering of securities without notice, (b) the right of Tidewater to reject any subscription in whole or in part, (c) the approval of certain matters by legal counsel, and (d) the terms and conditions set out in any agency agreement, underwriting agreement, subscription receipt agreement or any other agreement pertaining to the offering, as the case may be. In making an investment decision, prospective investors must rely on their own due diligence examination of Tidewater and the terms of the offering, including the merits and risks involved. Prospective investors should not construe the contents of this corporate presentation as legal, tax, investment or accounting advice by Tidewater or any of its directors, officers, shareholders, employees, advisors or agents, including, without limitation, any agents or underwriters for the offering. This corporate presentation does not take into account the particular investment objectives or financial circumstances of any specific party who may receive it. Each party who reviews this corporate presentation must make its own independent assessment of Tidewater after making such investigations and each prospective investor is strongly urged to consult with its own advisors with respect to legal, tax, regulatory, financial and accounting matters, including the merits and the risks involved of any investment in Tidewater. In particular, any estimates or projections or opinions contained herein necessarily involve significant elements of subjective judgment, analysis and assumption and each recipient should satisfy itself in relation to such matters. Investment is suitable only for sophisticated investors and requires the financial ability and willingness to accept the potentially high risks and lack of liquidity that are characteristic of an investment in a newly listed company.
Certain information contained in this corporate presentation has been prepared by or derived from third-party sources. This corporate presentation has not been independently verified and the information contained within may be subject to updating, revision, verification and further amendment. While the information contained herein has been prepared in good faith, except as otherwise provided for herein, neither Tidewater, its directors, officers, shareholders, agents, employees, advisors or agents, including, without limitation, any agents or underwriters for the offering, give, has given or has authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in this corporate presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its advisers and liability therefore is expressly disclaimed.
Except as may be required by applicable law, in furnishing this corporate presentation, neither Tidewater nor any agent or underwriter for the offering undertakes or agrees to any obligation to provide the recipient with access to any additional information or to update this corporate presentation or to correct any inaccuracies in, or omissions from, this corporate presentation which may become apparent. This corporate presentation and its contents are confidential and is made available strictly for the purposes referred to above. In no circumstances will Tidewater or any agents or underwriters under the offering be responsible for any costs, losses or expenses incurred by investors in connection with any appraisal or investigation of Tidewater.
