2016 ENERGY BANKING SECTOR: YEAR IN REVIEW IPAA / TIPRO Mike Lister Managing Director & Energy Corporate Banking Group Head Chase, J.P. Morgan, and JPMorgan Chase are marketing names for certain businesses of JPMorgan Chase & Co. and its subsidiaries worldwide (collectively, “JPMC”). This document was prepared solely and exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the “Company”) in order to make a preliminary presentation to the Company regarding certain products or services that might be provided by JPMC. This document and any related presentation materials are for discussion purposes only and are incomplete without reference to, and should be viewed solely in conjunction with, a related oral briefing provided by JPMC. This presentation does not constitute a commitment by any JPMC entity to extend or arrange credit or to provide any other services. 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JPMC products and services are subject to applicable laws, regulations, service terms and policies of JPMC. Not all products and services are available in all geographic areas or to all customers. Eligibility for particular products and services is subject to satisfaction of applicable legal, tax, risk, credit and other due diligence, JPMC’s “know your customer,” anti-money laundering, anti-terrorism and other policies and procedures. Products and services may be provided by commercial bank affiliates, securities affiliates or other JPMC affiliates or entities. In particular, securities brokerage services other than those which can be provided by commercial bank affiliates under applicable law will be provided by registered broker/dealer affiliates such as J.P. Morgan Securities LLC, J.P. Morgan Institutional Investments Inc. or by such other affiliates as may be appropriate to provide such services under applicable law. Such securities are not deposits or other obligations of any such commercial bank, are not guaranteed by any such commercial bank and are not insured by the Federal Deposit Insurance Corporation. All trademarks, trade names and service marks appearing in the Information are the property of their respective registered owners. © 2016 JPMorgan Chase & Co. All rights reserved. Agenda 2016 ENERGY BANKING SECTOR: YEAR IN REVIEW Page JPMorgan Overview 1 Debt Market Update 3 M&A Activity 15 Oil Market Outlook 18 J.P. Morgan’s extensive North American coverage model supporting the energy sector Corporate Banking Syndicated Finance/ Borrowing Base Lending Significant client coverage and capital deployed to the energy M&A and A&D Advisory sector Equity Capital Markets Commodity Hedging One of the largest credit underwriting and engineering teams Extensive expertise in North American reserves Research, Lending, Equity, and Debt Underwriting – all energy focused Diverse client base enables JPM to distribute industry-leading Debt Capital Markets Leasing research Oil & Gas #1 Overall Cash Management Provider (2011-15) Cash Management Investment Banking Global financial institution uniquely positioned to assist O&G clients Extensive relationships with corporations, governments and other investors #2 bookrunner in global and U.S. equity for last 7 years #1 in U.S. E&P equity and equity-linked league table 2006 – YTD 2016 JPMORGAN OVERVIEW #1 in global high yield bonds nine years in a row: 2005 – 2015 #1 in E&P sector for high yield bonds each year from 2006 – 2015 #1 in syndicated loans for 23 years #1 in high grade bonds: 2014 – YTD 2016 Industry leader in commodity derivatives Source: Dealogic 1 Corporate Trust/ Retirement Plan Services Debt Private Placements Interest Rate Risk Management/ Foreign Exchange J.P. Morgan remains a financing leader in the E&P industry U.S. oil & gas high yield bookrunner: 2016YTD ($ millions)1 Total market: $25,275mm 10.2% 8.0% 7.6% 7.0% 6.8% 6.4% 6.2% 6.2% 5.8% 4.4% JPM MS 8 3 CSFB 7 Citi DB BAS RBC 3 3 6 1 WFC 3 GS Mitsubishi 2 0 Number of Lead-Left Deals Range of reserve-based facility sizes ($ in millions)2 57 Sole Lender Admin Agent Non-Admin Agent 13 JPMORGAN OVERVIEW 37 28 20 21 23 15 16 12 24 14 11 12 4 < $100 $100 - $249 $250 - $499 [1] J.P. Morgan as of 12/12/16, Equal split for bookrunners [2] J.P. Morgan as of 12/1/16 2 $500 - $999 9 > $1,000 Agenda 2016 ENERGY BANKING SECTOR: YEAR IN REVIEW Page JPMorgan Overview 1 Debt Market Update 3 M&A Activity 15 Oil Market Outlook 18 U.S. high yield energy trading performance (2015 – 2016 YTD) Selected U.S. high yield energy indices (YTW%) WTI US HY US HY Energy US BB's Energy US B's Energy US CCC's Energy $70 52.0% 46.0% $60 40.0% $51.49 $50 34.0% $40 28.0% $30 22.0% $20 DEBT MARKET UPDATE 16.0% 11.68% $10 6.63% 6.57% 5.77% 4.72% $0 10.0% 4.0% Jan-15 May-15 Sep-15 Jan-16 Source: Morgan Markets 3 May-16 Sep-16 Energy, BB, B, and CCC rated bonds’ YTD performance Selected high yield BB , B and CCC indices (YTW%) WTI JPM HY BB JPM HY B Selected global high yield energy indices (YTW%) JPM HY CCC $55 25.0% 35.0% $51.49 WTI JPM HY Energy Services JPM HY E&P Index JPM HY Midstream Index JPM HY Energy $55 $51.49 30.0% $50 $50 20.0% 25.0% $45 $45 15.0% 20.0% 13.04% $40 $40 15.0% 10.0% 11.84% $35 $35 10.0% DEBT MARKET UPDATE 6.43% 7.08% 6.87% $30 5.11% 4.79% 5.0% $30 5.0% 0.0% Jan-16 $25 Apr-16 Jul-16 0.0% Jan-16 Oct-16 Source: Morgan Markets 4 $25 Apr-16 Jul-16 Oct-16 Global HY energy trading levels – an unexpected rebound February 11, 2016 220 91.0% 200 70.6% 160 Notional ($Bn) $13.4 $15.8 36.1% 100 80% $17.9 70% 60% $16.8 50% 40% $23.2 80 22.1% 60 9.9% 40 20 $30.3 $10.6 47.6% 120 90% 75.9% 62.2% 55.5% 140 2.6% 30% $28.0 20% $24.2 10% $14.6 0 $5.3 $100+ % of bonds in range 2.6% Bond price range 100% % of total > 75% of bonds trading lower than $80 180 100.0% $200.0 0% $90-99 7.3% $80-89 12.1% $70-79 14.0% $60-69 11.6% $50-59 7.9% 82.2% 84.7% 87.0% $40-49 6.7% $30-39 8.4% $20-29 5.3% $10-19 15.1% $0-9 9.0% 91.3% 93.2% 94.6% 95.5% 100.0% $4.2 $3.0 Total 100% 240 220 200 180 160 140 120 100 80 60 40 20 0 Bond price range 80.1% 48.6% $4.6 $5.5 100% 90% 72.8% $16.0 $219.2 $9.5 $5.1 $1.9 $9.9 80% 70% 60% $53.0 50% 40% > 82% of bonds trading higher than $80 30% $106.5 20% 10% 0% $100+ % of bonds in range 48.6% $90-99 $80-89 $70-79 $60-69 $50-59 $40-49 $30-39 $20-29 $10-19 $0-9 Total 24.2% 7.3% 2.1% 2.5% 2.3% 4.3% 1.9% 1.4% 0.9% 4.5% 100.0% Note: J.P. Morgan HY Energy index includes E&P HY Index, Midstream HY Index, Energy Services HY Index, Propane HY Index, and Refining HY Index 5 % of total Notional ($Bn) DEBT MARKET UPDATE December 12, 2016 Strong correlation between oil and energy bank stock prices Equities performance since December 2015 50% Pre-oil concerns 12/1/15 Median P/2016E 12.9x Median P/TBV 1.56x WTI Crude $41.85 / bbl Current Median P/2017E Median P/TBV WTI Crude 12/8/16 17.6x 1.86x $50.84 / bbl 29.0% 25% 21.5% 21.4% 0% DEBT MARKET UPDATE (25%) Oil bottom Median P/2016E Median P/TBV WTI Crude (50%) Dec-15 Feb-16 Apr-16 WTI Crude Oil 2/11/16 10.0x 1.10x $26.21 / bbl Jun-16 Energy Banks KBW Nasdaq Bank Index Aug-16 Oct-16 Dec-16 Source: FactSet, SNL Financial; Market data as of 12/8/16 Note: Energy banks include all banks with funded energy commitments >1% of gross loans during at least one quarter since December 31, 2015, namely, ASB, BAC, BBT, BOKF, C, CFR, CIT, CMA, FFIN, FIBK, FITB, FNBC, GNBC, HBCP, HBHC, HTH, IBKC, IBTX, JPM, KEY, LTXB, MSL, NBHC, PB, PNC, RF, SBSI, STI, TCBI, TRMK, WFC and ZION 6 Bank energy portfolios stabilizing since Q1 2016 Aggregate energy outstandings ($bn) and energy reserves (%) over time, by asset class >$1tn $78.6 $50bn-$1tn $10bn-$50bn Reserve ratio $77.1 $73.0 $72.5 $20.5 $19.9 $9.8 5.0% 5.2% 4.7% 3.5% $1.8 $18.8 $9.7 6.4% 7.1% 2015Q4 6.6% 6.4% 4.8% $1.7 2016Q1 Funded $249 7.4% $17.7 $9.1 6.7% 4.8% $1.6 2016Q2 Aggregate exposure ($bn) $240 <$10bn 6.4% 7.4% $8.4 5.3% 5.1% $1.5 2016Q3 Median energy reserves (%) Unfunded $242 5.8% 6.0% Q1'16 Q2'16 $236 5.6% DEBT MARKET UPDATE 4.5% $136 $139 $136 $135 $104 $111 $107 $101 Q4'15 Q1'16 Q2'16 Q3'16 Q4'15 Q3'16 Source: SNL Financial, FactSet, Company disclosures; Financial data as of September 30, 2016 Note: Energy banks include all banks with funded energy commitments >1% of gross loans during at least one quarter since December 31, 2015, namely, ASB, BAC, BBT, BOKF, C, CFR, CIT, CMA, FFIN, FIBK, FITB, FNBC, GNBC, HBCP, HBHC, HTH, IBKC, IBTX, JPM, KEY, LTXB, MSL, NBHC, PB, PNC, RF, SBSI, STI, TCBI, TRMK, WFC and ZION 7 High yield defaults & distressed exchanges by industry Summary1 109 OFS bankruptcies since 2015 OFS Bankruptcies 2015: 39 YTD 2016: 70 105 E&P bankruptcies since 2015 E&P Bankruptcies 2015: 44 YTD 2016: 61 DEBT MARKET UPDATE 2015 default and distressed exchanges by industry Industry Automotive Chemicals Consumer Diversified Energy Financial Food and Beverages Gaming Lodging Healthcare Housing Industrials Metals and Mining Metals and Mining (Coal) Paper and Packaging Retail Services Technology Telecommunications Transportation Utility Total 2016 default and distressed exchanges by industry Amt affected ($mn) No. of actions 0 0.0% 0 0.0% 0 0.0% 0 0.0% 968 2.0% 3 5.1% 3,249 6.8% 4 6.8% 23,235 48.7% 33 55.9% 0 0.0% 0 0.0% 211 0.4% 1 1.7% 150 0.3% 1 1.7% 2,105 4.4% 2 3.4% 0 0.0% 0 0.0% 250 0.5% 1 1.7% 2,101 4.4% 3 5.1% 12,241 25.6% 6 10.2% 0 0.0% 0 0.0% 575 1.2% 1 1.7% 2,500 5.2% 3 5.1% 140 0.3% 1 1.7% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0% 47,725 59 Sources: Haynes & Boone Bankruptcy Tracker as of 10/25/16; Morgan Markets as of 12/6/16 8 Industry Automotive Chemicals Consumer Diversified Energy Financial Food Gaming Healthcare Housing Industrials Metals and Mining Paper & Packaging Retail Services Technology Telecommunications Transportation Utility Total No. of actions Amt affected ($mn) 400 0.6% 1 1.2% 448 0.7% 1 1.2% 331 0.5% 1 1.2% 383 0.6% 2 2.3% 45,907 69.4% 52 60.5% 1,793 2.7% 4 4.7% 144 0.2% 1 1.2% 295 0.4% 1 1.2% 361 0.5% 1 1.2% 0 0.0% 0 0.0% 355 0.5% 1 1.2% 8,675 13.1% 7 8.1% 2,712 4.1% 2 2.3% 1,620 2.4% 6 7.0% 1,000 1.5% 2 2.3% 767 1.2% 1 1.2% 141 0.2% 1 1.2% 225 0.3% 1 1.2% 594 0.9% 1 1.2% 66,150 86 Oil & gas restructuring processes continue on… DEBT MARKET UPDATE General takeaways E&P “Minimal losses of principal expected” Midstream “Limited restructurings; Uncertainty about MLP structures” Oilfield Services “Rough road ahead; Jury still out” 9 2016 – Balancing act for large energy banks Distressed Credits Chapter 11 filings / restructurings Well Capitalized Existing Credits Decisively raised capital when available New Transactions Driven by private equity-backed E&Ps Conservative capital structures Distressed debt exchanges Non-core asset sales Free cash flow positive drilling plan Revised OCC guidance Generally operating in more Significant upfront, multi-year hedging attractive basins Moderate transaction sizes Bank loan loss reserves executed to date DEBT MARKET UPDATE Evaluating opportunistic Post-restructuring credit facilities acquisitions Improving bank market capacity for larger transactions if well structured 10 Seasonal changes in Borrowing Bases… Lenders Spring 2016 Fall 2016 Significant stress hits balances sheets (loan losses spike) New private equity-backed deals Lending price decks revised downward for new reality OCC clarity Most banks in pause or ‘reduce exposure’ mode Moderate increase in lender appetite Confusion over revised OCC guidelines Hedging activity picks up Borrowing base significantly affected – 63% decreased – 23% reaffirmed – 14% increased Improved market for borrowing base redeterminations – 44% reaffirmed – 28% increased – 28% decreased Borrowers DEBT MARKET UPDATE Spring 2016 Fall 2016 Structural amendments Borrowing base redeterminations stabilize Higher pricing Assets are trading – increased M&A Hedge protection rolling off Significant acquisition hedging Institutional investor appetite rebounds 11 Recently revised OCC Oil & Gas Handbook potential impact to borrowers “The tougher standards will require greater scrutiny and analysis by bankers and their credit officers” – Haynes & Boone LLC Following the 2015 annual review by the Shared National Credit Program (“SNC”), the Agencies (FDIC & OCC) reported a high level of credit risk and increased weakness in oil & gas loans: 2015 SNC Annual Review Summary “Aggressive acquisition and exploration strategies from 2010 through 2014 led to increases in leverage, making many borrowers more susceptible to a protracted decline in commodity prices. …Classified commitments - a credit rated as substandard, doubtful, or loss - among oil and gas borrowers totaled $34.2 billion, or 15 percent, of total classified commitments, compared with $6.9 billion, or 3.6 percent, in 2014.” New assessment ratings standards include the analysis of: The borrower’s ability to repay secured debt with considerations for total debt repayment within OCC Credit Assessment Standards Reserve Life Total funded debt / EBITDAX leverage ratios Total funded debt / capital Total committed debt / total proved future net revenue (unrisked and undiscounted; current NYMEX prices) “Because the new guidelines represent a course change for evaluating energy banks’ portfolios, the impact of the new guidelines could be more like a tsunami than a ripple.” – Haynes & Boone LLC DEBT MARKET UPDATE E&P companies have experienced more difficulty obtaining bank financing or amendments, waivers, or Industry Impact extensions Loans with lower credit ratings increase the loss reserves banks must set aside, increasing the costs to carry an adversely rated loan on its books At a time when producers are in need of flexibility from their lenders, possible solutions are more limited Sources: OCC Handbook March 2016 & Haynes & Boone LLC’s “New OCC Oil and Gas Loan Review Guidelines” published March 28, 2016 12 Effect on oil & gas borrowers from new guidelines “Regulatory pressure could force [banks] to tighten the purse strings [on energy companies]” - WSJ Capital Appetite Regulatory focus on leveraged loans increases banks’ loan loss reserves Limited appetite for additional exposure Banks re-rating portfolios given regulatory guidance and commodity prices Bank Flexibility Focus on structures and free cash flow Risk appetite for commodity hedging exposure impacted Focus shifts from collateral coverage to free cash flow Credit Metrics Emphasis on maintenance “replacement” CAPEX Lower maintenance capital results in more liquidity for CAPEX to hold or grow production, or to repay DEBT MARKET UPDATE debt, etc. Costs Given the banks’ requirement to hold more capital, energy companies have experienced the following: Increasing borrowing costs Tightened credit structures Stricter hedging requirements “The effects… can cascade through companies' capital structures and require them to look elsewhere for [capital]” – WSJ 13 Snapshot of E&P hedging position by market capitalization as of 3Q16 2014 - 2018 Natural Gas and Crude Hedge Ratios – Mean and Median Natural Gas – Mean Hedge Percentages by Year 2014 Realized 2015 Realized 2017 Hedges 2018 Hedges Crude – Mean Hedge Percentages by Year 2016 Hedges 80% 66% 61% 60% 2017 Hedges 2018 Hedges 60% 60% 52%51% 49% 42% 72% 15% 20% 10% 29%30% 30% 20% 16% 20% 4% 10% 0% 43% 42% 40% 28%26% 23% 68% 53% 50% 44%42% 2016 Hedges 72% 71% 65% 66% 70% 40% 30% 2015 Realized 80% 70% 50% 2014 Realized 6% 3% 6% 0% Large Cap Mid Cap Small Cap Large Cap Mid Cap Small Cap Summary DEBT MARKET UPDATE 2014 Realized % Gas % Oil Hedged Hedged 2015 Realized % Gas % Oil Hedged Hedged 2016 2017 2018 % Gas Hedged % Oil Hedged % Gas Hedged % Oil Hedged % Gas Hedged % Oil Hedged Large Cap Median 34% 65% 25% 22% 20% 26% 26% 9% 1% 0% Large Cap Mean 42% 53% 28% 29% 26% 30% 23% 16% 4% 3% Mid Cap Median 76% 81% 50% 68% 51% 65% 49% 49% 4% 0% Mid Cap Mean 61% 72% 49% 65% 44% 66% 42% 42% 15% 6% Sm all Cap Median 71% 79% 68% 75% 52% 70% 51% 40% 0% 0% Sm all Cap Mean 66% 72% 60% 71% 52% 68% 51% 43% 20% 6% Source: Company reports and J.P. Morgan estimates as published by J.P. Morgan North America Equity Research OR as estimated by J.P.Morgan Global Commodities Group when research model is unavailable; Companies with less than 5% oil or gas production are not included in calculated median for respective commodity. 14 Agenda 2016 ENERGY BANKING SECTOR: YEAR IN REVIEW Page JPMorgan Overview 1 Debt Market Update 3 M&A Activity 15 Oil Market Outlook 18 2015: U.S. upstream M&A market led by Permian and SCOOP / STACK… Number of transactions in 2015 (>$50mm) 25 56 38 0$-$500mm 13 1 $500mm-$1bn 3 20 19 6 1 1 12 1 2 4 Basin: Midland Tot. V.: $3,671 1 28 Delaware $4,109 2 2 1 1 2 26 Tot. V.: $1bn-$1.5bn 1 2 Play: W. Anadarko 15 2 $1,040 1 1 1 SCOOP STACK Arkoma $1,021 $1,982 $604 >$1.5bn Hunton/Miss $72 18 10 10 1 16 2 16 14 3 7 7 1 1 5 1 5 1 7 16 9 6 6 5 1 6 4 6 3 1 2 5 4 3 4 3 2 0 M&A ACTIVITY Permian MidCon Rockies Appalachia Diversified ETX/Haynesville $3,154 $1,957 $5,533 $1,852 Bakken Eagle Ford GOM Other Total transaction value ($bn) $7,780 $4,718 Source: IHS Herold, PLS as of 11/28/16 15 $2,614 $436 $598 $318 2016 YTD: Permian dominance accelerates Number of transactions 2016 YTD (>$50mm) 56 38 17 30 29 12 5 2 3 1 7 9 Midland Delaware Tot. V.: $7,026 20 4 2 6 $1bn-$1.5bn 4 9 2 Play: W. Anadarko Basin: $500mm-$1bn 4 6 25 0$-$500mm 7 1 6 $14,351 Tot. V.: $1,013 26 SCOOP STACK $1,106 $1,785 Arkoma Hunton/Miss $0 >$1.5bn $270 19 1 28 14 15 13 16 1 1 16 18 10 10 18 1 18 6 5 11 5 6 6 3 3 3 2 5 2 0 M&A ACTIVITY Permian MidCon Rockies Appalachia Diversified ETX/Haynesville $2,113 $5,003 $678 $6,198 6 9 1 1 3 1 1 Bakken Eagle Ford 4 1 1 1 3 GOM Other Total transaction value ($bn) $21,377 $4,174 Source: IHS Herold, PLS as of 11/28/16 16 $1,321 $3,157 $2,425 $1,642 Permian continues to dominate the equity market, but other basins are gaining traction E&P equity/equity-linked offerings 2016YTD E&P equity/equity-linked capital raised ($bn) Appalachia Bakken Diversified DJ Mid-Con % Permian 20% 25% SCOOP/Stack Permian % Permian 61% 71% 23% $10.9 51% 42% $10.6 42% $10.6 2.2 2.5 0.8 0.4 0.4 0.4 5.4 $7.2 1.7 3.0 4.5 0.2 2.9 $3.5 0.5 3.5 0.9 3.0 $2.3 1.4 2.5 M&A ACTIVITY 0.1 Q1 Q2 $2.5 1.0 1.1 3.6 0.3 $0.8 0.9 0.6 0.2 Q3 Q4 1.9 Q1 2015 Q2 2016 Source: Dealogic, Factset as at 11/22/16. Note: excludes MLP issuance 17 0.6 1.2 0.2 0.6 Q3 Q4 Agenda 2016 ENERGY BANKING SECTOR: YEAR IN REVIEW Page JPMorgan Overview 1 Debt Market Update 3 M&A Activity 15 Oil Market Outlook 18 Tighter markets ahead! Price outlook supported by OPEC deal. End-’16 Brent at $54/bbl, end-’17 at $60/bbl. WTI end’17 at $58/bbl J.P. Morgan crude oil price forecast ($/bbl) 1Q16 2Q16 3Q16 Brent - av erage 4Q16 2016 1Q17 2Q17 3Q17 4Q17 2017 50.00 44.81 52.00 54.00 57.00 60.00 55.75 Brent - end of period 39.60 49.60 50.00 54.00 54.00 53.50 56.00 60.00 60.00 60.00 Brent Actual To Date 35.21 47.03 46.99 49.17 … … … … … … 48.00 43.05 50.00 52.00 55.00 58.00 53.75 51.50 54.00 58.00 58.00 58.00 … … … … WTI - av erage WTI - end of period 38.34 48.33 49.00 54.00 54.00 WTI Actual To Date 33.63 45.64 44.94 47.83 … Source: ICE, NYMEX, Bloomberg, J.P. Morgan Commodities Research. Note: LT means long-term forecast. All Forecasts are period averages. Actual to date prices are as of November 30, 2016. OPEC implements more aggressive production cuts. OPEC fails to agree terms for its production initiative, OIL MARKET OUTLOOK Addition of non-OPEC producers to production initiative adds to upside risks Competition for market share resumes Macroeconomic growth shock results in much weaker Geopolitical instability increases in the key petroleum demand growth exporting countries US shale producers have reduced costs/improved well Steeper-than-expected decline in mature oil fields productivity to compete in a $40/bbl world. Technology/ productivity improvements exceed our assumptions. Demand growth accelerates on lower prices pushing refinery margins higher Uncompleted well inventory falls more rapidly than 18 assumed, boosting US production OIL MARKET OUTLOOK Q&A 19
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