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EX-99.(C)(4) 3 d294484dex99c4.htm EX-99.

(C)(4)

Exhibit (c)(4)Draft Analysis Strictly Confidential


Preliminary
Presentation
GP LLC 21, 2016to the Conflicts Committee of the Board of Directors of CPP
October
Jefferies / Confidential
Member LLCSIPC
Disclaimer
Strictly Confidential
The following
connection withpages containtransaction
a potential materials provided
involvingto the Conflicts
CPPL and Committee
Columbia of the Board
Pipeline of Directors (the “Committee”) of CPP GP LLC, the general partner of Columbia Pipeline Partners, LP (“CPPL”), by Jefferies LLC (“Jefferies”) in
These
for materials were prepared on anot
confidential basis
any in connection with an oralGroup (“CPGX”).
presentation
any party to the Committee and
priornot with aconsent.
view toward complying with the disclosure standards under state or federal securities laws. These materials are
Theuse
accuracy,
of the Committee
information contained
completeness
and
and
may
infair
this be used for
presentation
presentation ofisallbased
such
other
solelypurpose
information
or disclosed
on publicly
and the
to information
available
conclusions
without
contained
Jefferies’furnished
or information
herein are
written
conditioned toupon
Jefferies by CPGX management. Jefferies has relied, without independent investigation or verification, on the
materials areadvisors,
contractors, necessarily based on
members, economic,
successors ormarket
agents andmakesother
anyconditions as they
representation ororexist on, and
warranty information
in respect of the made available
accuracy, as of,such
completeness
information
theor
date
fairhereof.
(whether
None
presentation of written oritsoral)
of Jefferies,
anynot
beingoraccurate,
affiliates
information or any
complete
its or their and
respective fairly presented
employees, in all officers,
directors, respects. These
Neither Jefferies
Jefferies LLC
consents nor any of
to the 2016its affiliates is an advisor as to legal, tax, accounting regulatory matters
use of this presentation by CPPL for purposes of public disclosure in the Schedule 13E-3. in any jurisdiction. These materials are not and should be construed as aconclusion contained
fairness opinion. herein.
Jefferies
iJefferies / October
Process
CPGX Summary Strictly Confidential
Initial Proposal
CPPL Conflicts (09/26/16)
Committee Counter-Proposal (10/16/16)
CPGX
On Revised26,
September Proposal (10/20/16)
2016,proposed
Columbia Pipeline
The price
unit equityas originally was $15.75Partners,
per CPPLLP (“CPPL”)
common announced
unit, payable inthat it was
cash, in receipt
which impliedofana proposal
aggregatefrom Columbia Pipeline Group (“CPGX”) to acquire all of the 53,843,466 outstanding common units of CPPL
common
$848
On MM purchase
October The2016,
16,
price
$15.75 the
ofCPPL
per
CPPL common
Conflicts unit proposal
Committee implieda acounter-proposal
submitted 2.9% premium to to CPPL’s
CPGXto unaffected
of closing
CPPLprice
$17.90 unaffected
per of $15.30
common and an 8.4%
unit,of
payable inand premium
cash, to the
implying an 30-day
aggregateVWAP of $14.52
common as of September
unit equity purchase 23, 2016
price of 23, 2016
$964 MM
On October The $17.90
20, 2016, per
CPGX CPPL common
submitted unit counter-proposal implied a 17.0% premium CPPL’s closing anprice $15.30 a unit
23.2% premium to the 30-day VWAP of $14.52 as of September
$886
2017,MM)
andThe plus
the additional
last record cash
date forequal to athe
payment
revised proposal
ofpro-rated
the quarterly
of $16.45
portion
distribution
per CPPLdistribution
of the quarterly common unit,
is February 10, 2017,
payable
payable
then each
in quarter
in the cash, (implying
CPPL priceof closing
common
aggregate
unit(detailed
would in common
the aproposed
receive pro-rated
equity
Merger
cash
purchase
Agreement)
distribution
price ofAssuming,
of—of for illustrative purposes, the merger closes on March 1,
$0.04(1)
proposal of $16.45
$16.45 per CPPL
represents common
a 4.4% increaseunit proposal implies a 7.5%
proposal of $15.75 and an (8.1%) discount to the CPPL Conflicts Committee counter-proposal of $17.90 The revised proposal is conditioned —
premium to CPPL’s unaffected closing of $15.30 and a 13.3% premium to the 30-day VWAP $14.52 as of September 23, 2016 on Additionally,
acceptance ofthe revised
proposed
(1) terms
As detailed ofthe
in the mergerdraft
current agreement
of the by thetoCPPL
Merger
CPGX’s initial Committee
Conflicts CGPX’s
distribution
(currently $0rate
1975)multiplied
divided by
by (B)
(ii) 19
91 (assuming aAgreement datedclose
March 1, 2017 October 20, last
and the 2016, for illustrative
record purposes
date for payment ofonly, each 10,
February CPPL common
2017); unitdistribution
the daily would be converted
rate would into
bethe right to as
calculated receive an amount
the quotient ofthe
of (i) cash equal todistribution
quarterly the productamount
of (A) the daily
H if h l dd f f h l di ib i i N b 13 2016 h h CPPL i f l i ld b di h i h i f h l h f ll l
d st but o $0.1975)
(currently ate u t p ed by by((ii)
) 9 (assu g a a c , 0 7 c ose a d t e ast eco d date o pay e t o eb ua y 0, 0 7); t e da y d st but o ate wou d be ca cu ated as t e quot e t o ( ) t e qua te y d st but o a ou t
distribution the last divided
However, if amount record date
per CPPL for91.
payment of the quarterly distribution is November 13, 2016, then each CPPL common unit as of closing would be converted into the right to receive an amount of cash equal to the full quarterly
Jefferies LLC / October 2016 1common unit for the fourth quarter of 2016.
CPGX Proposal
($Millions, Analysis
except per unit values)
Strictly Confidential
Transaction Overview
CPGX Initial
Proposal PriceProposal
Per CPPL Unit $15.75
CPPL Common
Implied Common Units
UnitOutstanding
Equity 53.8
Purchase Price $848.0
CPPL Conflicts
Proposal Committee
Price Per CPPL Counter-Proposal
Unit $17.90
CPPL Common
ImpliedRevised
Common Units Outstanding
Unit Equity Purchase53.8
Price $963.8
CPGX
Proposal Proposal
Price Per CPPL Unit $16.45
CPPL
ImpliedCommon
Common Units
UnitOutstanding
Equity Purchase53.8
Price $885.7
Offer
Offer Price Metric
Analysis Price$16.45
Premium
10 / (Discount) to CPPL: Unaffected
3%Price (as of 09/23/16) $15.307.5%
20 Day
D VWAP
VWAP (as( off 09/23/16)
09/23/16) 1414 6712
9210 1%
e u / ( scou
10-Day t) to C : U a ected ce (as o 09/ 3/ 6) $ 5.307.5%
20-Day VWAP
30-Day VWAP (as
VWAP (as of
(as of 09/23/16)
of 09/23/16) 14.9210.3%
09/23/16) 14.6712.1%
14.5213.3%
52-Week High
52-WeekPrice 19.49(15.6%)
Low(as11.7739.8%
Current
Median Wall of
Street 10/20/16)
Consensus 16.251.2%
Price Target 17.00(3.2%)
IPO Price
Proposal (as
Priceof 02/06/15)
$16.45 23.00(28.5%)
CPPL
ImpliedFully
CPPL Diluted Units Outstanding
Transaction (MM) 100.7
Plus:
Plus: Implied
CPPL GP Value(1) Equity
Revolver(2) $9.1 Value $1,655.8
53.8
Plus: Preferred(2)
Plus: OpCo Debt Attributable
- to CPPL(3) 179.1
Plus: Non-Controlling
Less: Cash & Cash Interest(2) - 1.6
Equivalents(3)
Implied CPPL
Implied Enterprise Value $1,896.2
Transaction
CPPL Statistics Statistic(3) Multiple
Implied Transaction
Implied Transaction Total
Total Enterprise
Transaction Total Enterprise Value
Value /// 2017E
2018E EBITDA
EBITDA Attributable
Attributable to
to CPPL
CPPL $120.215.8x
166.811.4x
Implied
Source: Public filings, EnterpriseandValue 2019E EBITDA Attributable to CPPL 252.77.5x
(1)
(3) Implied
CPPL’s value
pro GPCapital
ofshare IQbased
interest Wall Street
on 2016E research.
GP
netdistributions
debt, per Q3capitalized at current LP yield. (2) Perby
Q3CPGX
2016EManagement.
Financial Summary provided by CPGX Management.
Jefferies LLC / rata
October of OpCo’s
2016 2 consolidated 2016E Financial Summary provided
Relative Performance / Analysis at Various Prices
StrictlyCPGX’s
Confidential
Since
110% Initial Proposal
CPPL
+6.2%
105%
AMZ
+0.7%TRP
100%
(1.0%)
S&P 500
(1.1%)
95%
9/23/16
CPPL CPPL 10/2/16
Alerian MLP10/11/1610/20/16
Index TRPS&P 500
Since
104% Conflicts Committee’s Counter-Proposal
TRP
+3 0%
102% AMZ
+3.0%AMZ
102%
+1.7%
S&P 500
+0.4%
100%
98%+0.2%CPPL
10/14/16
TRP 10/16/16
Alerian 10/18/1610/20/16
MLP Index S&P 500CPPL
Consideration Sensitivity
InitialRevisedCounter-
ProposalProposalProposal
Proposal—Cash Per Unit
$15.75$16.45$16.50$16.75$17.00$17.25$17.50$17.75$17.90
CPPL Common
Unaffected
ImpliedUnit CPPLUnits
Premium /Unit
To Be (as
Price
(Discount)
Acquired
toof
(MM) 53.8
09/23/16)
Reference Price$15.30$15.30$15.30$15.30$15.30$15.30$15.30$15.30$15.30
2.9%7.5%7.8%9.5%11.1%12.7%14.4%16.0%17.0%
CPPL
Implied Price (as
Premium of 10/20/16)
/ (Discount) $16.25$16.25$16.25$16.25$16.25$16.25$16.25$16.25$16.25
Indicative
Source: Total IQ.
Capital Common Unit to Reference
Equity PricePrice(3.1%)1.2%1.5%3.1%4.6%6.2%7.7%9.2%10.2%
Purchase ($ MM) $848$886$888$902$915$929$942$956$964
Jefferies LLC / October 2016 3
Preliminary Valuation Range – CPPL
($ in Millions)
Strictly Confidential
Methodology
Selected
OpCo Public Companies Analysis
Valuation
TEV // 2018E
TEV 2017E EBITDA
EBITDA
CPPL Distribution
2017E Distribution Valuation
Yield
2018E
SelectedDistribution
Precedent Yield
Transactions Analysis
TEV / 2017E
DCF Analysis EBITDA
OpCo Valuation
Discounted Cash Flows—EBITDA
CPPL Distribution
DiscountedPaid Valuation
CashAnalysis(1)
Flows—Distributions
Premiums
Affiliate MLP Mergers
I li d CPPL U i V l (Common Control)
e u MLP
Affiliate s a dMergers
a ys s( )
(Common Control)
Implied CPPL
CPGX’s Unit
Revised Value
Proposal:
$16.45
$14.90 $16.91
$16.14
$15.21
$13.28 $16.69
$15.94
$14.30
$14.90 $16.37
$16.14
$13.56
$16.63 $17.02
$19.05
$15.01
$10.00 $12.00 $14.00 $16.00 $18.00 $20.00 $22.00
Assumptions
Based on
on OpCo
Based on
Based OpCo 2017E
2018E EBITDA
EBITDA of
of $791.5
$1,088.3MM,
MM,multiple range
multiple rangeofof
13.5x—14.5x
10.0x – 11.0x
Based on 2017E
Based on OpCo
yield
yield of
2018E2017E 5.0%
6.0% –
ofEBITDA – 6.0%
7.0%
of $791.5 MM, multiple range of 13.5x—14.5x
Discount
Discount rate
rate range of
range of 8.9% – 9.9%,
8.9% – 9.9%, terminal
terminal EBITDA multiple
distribution yield range ofof7.0%
range7-day 10.0x– –8.0%
11.0x
Based on precedent
(1) Premiums premiums paid (25% / 75% quartiles) to: 1-day, and 30-day prior unit pricing
Jefferies LLC Paid Analysis
/ October 2016is4solely for informational purposes and not valuation methodology used by Jefferies.