Filed by Devon Energy Corporation
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Crosstex Energy, Inc.
Commission File No.: 000-50536
Devon Energy Corporation posted an updated investor presentation on its website on November 7, 2013. Excerpts of the presentation are as follows:
Investor
Presentation November 2013 |
NYSE:
DVN www.devonenergy.com
Slide 2
Strategic Midstream Combination
Transaction Overview
Devon and Crosstex to
combine midstream assets to
form new midstream business
Increases scale and
diversification
Enhances growth profile
and financial strength
Benefits from high-quality
upstream sponsorship
Transaction expected to close
in first quarter of 2014
AUSTIN
CHALK
EAGLE
FORD
PERMIAN
BASIN
CANA-
WOODFORD
ARKOMA-
WOODFORD
BARNETT
SHALE
HAYNESVILLE
& COTTON
VALLEY
UTICA
MARCELLUS
LA
TX
OK
OH
WV
PA
Gathering System
Processing Plant
Fractionation Facility
North Texas Systems
LIG System
PNGL System
Cajun-Sibon Expansion
Howard Energy
Ohio River Valley Pipeline
Storage
Crude & Brine Truck Station
Brine Disposal Well
Barge Terminal
Rail Terminal |
Strategic
Midstream Combination Benefits to Devon
Slide 3
Retains majority ownership of midstream business (GP 70%; MLP
53%) Majority interest in public GP with incentive distributions at
highest tier Provides immediate market-based valuation for Devons U.S.
midstream business (Publicly held GP and MLP)
Provides low cost of capital vehicle
Investment-grade credit profile
Potential to fund future midstream growth capital
Potential to drop down additional midstream assets
Improves diversification, scale and growth trajectory of midstream business
NYSE: DVN
www.devonenergy.com |
NYSE:
DVN www.devonenergy.com
Slide 4
Strategic Midstream Combination
Unlocking Value
Transaction highly accretive to shareholders
Initially valued assets at $4.8 billion
Current market value of Devons ownership interest
in new business:
$6.5 billion
>20 times 2014e distributable cash flow
>15 times 2014e adjusted EBITDA
25% Devons of market capitalization
Implies E&P valuation <5 times 2013e EBITDA
(
20% less than average peer group EBITDA multiple)
Note:
Peer group includes: APA, APC, CHK, COP, ECA, EOG, HES, MRO, MUR, NBL,
NFX, OXY, PXD, and TLM |
Appendix
B Midstream & Financial |
NYSE:
DVN www.devonenergy.com
Slide 6
New Midstream Business
Ownership Structure
Devon Energy Corporation
(NYSE: DVN)
General Partner
(New GP)
Master Limited Partnership
(MLP)
Devon Midstream
Holdings, LP
(Devon Holdings)
New GP
Public
Unitholders
30%
40% LP
53% LP
General Partner,
7% LP and
IDRs
50% LP
50% LP
100% Incentive Distribution Rights (IDRs)
Dist./Q
Splits
$0.2500
2% / 98%
$0.3125
15% / 85%
$0.3750
25% / 75%
$0.3750
50% / 50%
XTXI currently at
New GP
70%
New GP
Public
Unitholders
MLP
Public
Unitholders |
MLP
units ( 120 MM
units)
Slide 7
New Midstream Business
Transaction Overview
Transaction to be structured as a tax-free combination
Devon Energy Corporation
(NYSE: DVN)
General Partner
(New GP)
Master Limited Partnership
(MLP)
Devon Midstream
Holdings, LP
(Devon Holdings)
Crosstex Energy, Inc.
(NASDAQ: XTXI, Crosstex GP)
Crosstex Energy, L.P.
(NASDAQ: XTEX, Crosstex)
$100
MM
50% LP
(w/no debt)
50% LP
(w/no debt)
Form Holdings
1-for-1 exchange
for New GP
$2.00/share
53% ownership
New GP units
( 115 MM units)
70% ownership
Devon forms and contributes
substantially all of its U.S. based
midstream assets to Devon
Holdings.
Devon contributes $100 million in
cash and 50% LP interest in Devon
Holdings to the New GP in
exchange for 70% ( 115 MM units)
of the pro forma common units
outstanding of the New GP.
Devon contributes 50% LP interest
in Devon Holdings to MLP in
exchange for 53% ( 120 MM
units) of the pro forma common
units outstanding of MLP.
Each share of Crosstex GP is
exchanged for one unit of New GP.
The New GP will make a one-time
cash payment to Crosstex GP
shareholders. |
Slide
8 New Midstream Business
2014e Financial Outlook
2014e adjusted EBITDA (pre-synergies)
$700 MM combined
$500 MM at the MLP
Synergies contribute to distributable
cash flow growth:
Financial: $25 MM annually
Operational: $20 MM annually
GP distribution per unit
Increases 50% over XTXI 2013e dividend
Robust coverage of 1.5x
Coverage to decline over time to 1.0x
MLP distribution per unit
Increases 8-10% over XTEX 2013e distribution
Coverage of 1.1x
Long-term growth expectations of high
single digits for MLP and 20% or greater
for GP
Enhanced balance sheet capacity
Pro Forma
2014e Outlook
Combined Adjusted EBITDA
$700
MM
MLP Adjusted EBITDA
$500
MM
Distribution Per Unit (MLP)
$1.47
Distribution Growth
8%
Dividend Per Unit (GP)
$0.80
Dividend Growth
50%
Note:
Pro Forma 2014e Outlook is for illustrative purposes only and
assumes full-year contribution of EBITDA. Includes Non-GAAP
financial measure, see appendix for required disclosures. |
NYSE:
DVN www.devonenergy.com
Slide 9
Debt Maturity Schedule
As of September 30, 2013
Due Date
Interest Rate
$ In Billions
Commercial Paper
0.4%
$1.6
January 2014
5.6%
$0.5
July 2016
2.4%
$0.5
May 2017
1.9%
$0.8
July 2018
8.3%
$0.1
January 2019
6.3%
$0.7
July 2021
4.0%
$0.5
May 2022
3.3%
$1.0
2023+
4.8% -
8.0%
$4.4
Total Debt
$10.1
Cash and cash equivalents
$4.3
Net Debt
$5.8 |
Slide
10 Attractively Hedged
Oil Hedges
Oil Hedges
Q4 2013: 70 MBOPD swapped at $100 per BBL
Q4 2013: 72 MBOPD collared at $111 ceiling and $91 floor
2014: 101 MBOPD protected at $92 per BBL
WCS
WCS
Regional Oil Basis Swaps
Regional Oil Basis Swaps
Q4 2013: 40 MBOPD at a $22 differential to WTI
Natural Gas Hedges
Natural Gas Hedges
Q4 2013: 1.0 BCFD swapped at $4.09 per MCF
Q4 2013: 0.7 BCFD collared at $4.28 ceiling and $3.61 floor
2014: 1.0 BCFD protected at $4.33 per MCF
Note:
The pricing points referenced above are weighted average prices.
|
NYSE:
DVN www.devonenergy.com
Slide 11
Sources and Uses of Cash
Before Share Buybacks and Dividends
$ In Billions
2009
2010
2011
2012
2009-2012
Total
Operating Cash Flow
4.8
5.5
6.2
5.0
21.5
Asset Sales / JV Proceeds
0.0
7.0
3.4
1.5
11.9
Capital Expenditures
(5.4)
(7.0)
(7.6)
(8.2)
(28.2)
Net Cash Effect
(0.6)
5.5
2.0
(1.7)
5.2 |
Cautionary
Note to Investors
Investors are urged to consider closely disclosures in Devons and Crosstexs
Form 10-K, available from the SEC by calling 1-800-SEC-0330 or from the SECs website
at www.sec.gov.
Additional Information and Where to Find It
This presentation contains information about the proposed merger involving a Devon
entity and Crosstex Energy Inc. In connection with the proposed mergers, the new
General Partner entity will file with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 that will include a proxy statement/prospectus.
Investors and stockholders are urged to read the proxy statement/prospectus and other
relevant documents filed or to be filed with the SEC. These documents (when
they become available), and any other documents filed by Crosstex or Devon with the
SEC, may be obtained free of charge at the SECs website, at www.sec.gov. In
addition, shareholders will be able to obtain free copies of the proxy
statement/prospectus from Crosstex Energy, Inc. by contacting Investor Relations by mail at
Attention: Investor Relations, 2501 Cedar Springs, Dallas, Texas 75201.
NYSE: DVN
www.devonenergy.com
Slide 12
Investor Notices Related to
Proposed Crosstex Transaction
Participants in the Solicitation
Devon, Crosstex and their respective directors and officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Crosstex Energy, Inc.
in respect of the proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the
stockholders of Crosstex Energy, Inc. in connection with the proposed transaction,
including a description of their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement/prospectus when it is filed with
the SEC. Information regarding Crosstex Energy, Inc.s directors and executive
officers is contained in its Annual Report on Form 10-K for the year ended December
31, 2012, which is filed with the SEC. Information regarding Devons directors and
executive officers is contained in its Annual Report on Form 10-K for the year
ended December 31, 2012, which is filed with the SEC. Non-GAAP Financial Information
This presentation contains non-generally accepted accounting principle financial
measures that Devon and Crosstex refer to as adjusted EBITDA. Adjusted EBITDA is
defined as net income plus interest expense, provision for income taxes, depreciation
and amortization expense, impairments, stock-based compensation, (gain) loss on
non-cash derivatives, distribution from a limited liability company and
non-controlling interest; less gain on sale of property and equity in income (loss) of limited
liability company. Devon and Crosstex believe this non-GAAP measure is useful to
investors because it may provide users of this financial information with a meaningful
comparison between current results and prior-reported results. Adjusted EBITDA, as
defined above, is not a measure of financial performance or liquidity under GAAP.
This measure should not be considered in isolation or as an indicator of Devons,
Crosstexs or the New Companys performance. Furthermore, it should not be seen as a
measure of liquidity or a substitute for a metric prepared in accordance with
GAAP. Safe Harbor
Some of the information provided in this presentation includes
forward-looking statements as defined by the Securities and Exchange Commission (SEC). Words such as
forecasts," "projections," "estimates," "plans,"
"expectations," "targets," and other comparable terminology often identify forward-looking statements. Such statements
concerning future performance are subject to a variety of risks and uncertainties that
could cause Devons or Crosstexs actual results to differ materially from the
forward-looking statements contained herein, including as a result of the items
described under "Risk Factors" in Devons or Crosstexs most recent Form 10-K. These
include, but are not limited to, Devons and Crosstexs ability to integrate
their businesses successfully. Any forward-looking statement speaks only as of the date on
which such statement is made, and Devon and Crosstex undertake no obligation to correct
or update any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by applicable law.
|