Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 19, 2007

Date of Report (Date of earliest event reported)

INERGY, L.P.

(Exact name of Registrant as specified in its charter)

 

Delaware   0-32453   43-1918951
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

Two Brush Creek Boulevard, Suite 200

Kansas City, MO 64112

(Address of principal executive offices)

(816) 842-8181

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

1


Item 7.01 Regulation FD Disclosure.

On September 19 and 20, 2007, R. Brooks Sherman, Jr., Executive Vice President and Chief Financial Officer of Inergy, L.P. (“Inergy”) and Michael J. Campbell, Vice President and Treasurer of Inergy will present the information furnished in Exhibit 99.1 to this report at the UBS MLP Conference in Las Vegas, Nevada. Exhibit 99.1 is incorporated in this Item 7.01 by reference. The presentation materials will also be posted on our website, www.inergypropane.com after the event.

In accordance with General Instruction B.2. of form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such a filing.

 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

 

Exhibit Number   

Description

99.1    UBS MLP Conference Presentation

 

2


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    INERGY, L.P.
      By:  

INERGY GP, LLC,

Its Managing General Partner

Date: September 19, 2007     By:   /s/ Laura L. Ozenberger
     

Laura L. Ozenberger

Senior Vice President - General Counsel and Secretary

 

3

UBS MLP Conference Presentation
2007 MLP Conference
Las Vegas, NV
September 19-20, 2007
Exhibit 99.1


2
Forward Looking Statements
Nasdaq: NRGY, NRGP
Except
for
the
historical
information
contained
herein,
the
matters
discussed
in
this
presentation
(e.g.,
our
growth
outlook
and
forecasted
economics)
are
forward-looking
statements
that
involve
risks
and
uncertainties.
These
risks
and
uncertainties
include,
among
other
things,
market
conditions,
weather
risks
and
other
factors
discussed
in
the
Company
filings
with
the
Securities
and
Exchange
Commission
including
Forms
10-K,
10-Q,
S-3,
and
S-1.
Furthermore,
any
forward
looking
statements
presented
are
expressed
in
good
faith
and
are
believed
to
have
a
reasonable
basis
as
of
the
date
of
this
presentation.
Inergy
assumes
no
responsibility
to
update
this
information
and
it
may
be
superceded
by
later
information.
Forward-looking
statements
are
not
guarantees
of
future
performance
or
an
assurance
that
our
current
assumptions
and
projections
are
valid.
Actual
results
may
differ
materially
from
those
projected.


3
Inergy Overview


4
Inergy Snapshot
Inergy, L.P. is a geographically diverse retail propane and midstream energy business
-
5
th
largest retail propane distributor serving over 700,000 customers in 28 states
-
26 bcf high-deliverability natural gas storage facility located in New York
-
1.2
million
barrel
LPG
salt
cavern
storage
facility
located
near
Bath,
New
York
-
Fee-based NGL fractionation, storage and terminaling operations on the West Coast
-
Recently announced intent to acquire 6.2 bcf Steuben County natural gas storage complex, expandable
to ~16 bcf
West Coast NGL Facility
Stagecoach Natural Gas
Storage Facility
Over 340 Retail Propane
Service Locations
Announced Acquisition:
Steuben County
Storage Complex


5
Tax efficient investment structure
Strategic Benefits to NRGY
NRGP among the highest financial
leverage to growth profile of public
GPs
Two Ways to Invest in Inergy
Operating
Subsidiaries
100% ownership
26.2%
Limited
Partner
Interest
89.7%
Limited
Partner
Interest
9.4%
Limited
Partner
Interest
Incentive
Distribution
Rights
0.9%
General
Partner
Interest
Inergy
Holdings, L.P.
NASDAQ: NRGP
Inergy, L.P.
NASDAQ: NRGY
Public
Unitholders
& Others
Public
Unitholders
& Others
Management
& Others
73.8%
Limited
Partner
Interest
__________________ 
Combined
Partnership
(a)
Enterprise Value:                 ~$3,073 mm
Inergy
Holdings
Capitalization
(b)
Equity Market Value:           ~$947  mm
Enterprise Value:                 ~$978 mm
Inergy,
L.P.
Capitalization
(c)
Equity Market Value:
~$1,633 mm
Enterprise Value:
~$2,263 mm
(a)
The combined partnership enterprise value is adjusted to exclude
the NRGY partnership interest owned by NRGP.
(b)
Inergy Holdings, L.P. equity market value as of September 11, 2007 and net debt balances as of June 30, 2007.
(c)
Inergy, L.P. equity market value as of September 11, 2007 and net debt balances as of June 30, 2007.  The trading value of Inergy, L.P. units is grossed-up to reflect ~.9% general partner interest.


6
Investment Highlights
High Return Investment Opportunities
Significant Management Ownership Aligned With
Unitholders
Growth
Attractive Yields
Quarterly Cash Distributions are Tax-Advantaged
Significant Cash Distribution Growth Since IPOs
Dual-Platform Growth Strategy
Continued Retail Propane Consolidation
Ongoing Expansion of Midstream Business
Income
Security
Compelling Combination of Income and Growth


7
Inergy Has Consistently Grown Cash Distributions
Distribution Growth Record
(a)
Annualized Distributions.
__________________ 
NRGY
NRGP
Fiscal 2002
Fiscal 2003
Fiscal 2004
Fiscal 2005
Fiscal 2006
Fiscal 2007
$1.20
$1.25
$1.32
$1.35
$1.40
$1.43
$1.46
$1.50
$1.54
$1.58
$1.62
$1.66
$1.70
$1.90
$2.00
$2.04
$0.90
$2.08
$1.08
$2.12
$1.16
$2.16
$1.28
$2.18
$1.40
$2.22
$1.50
$2.26
$1.60
$2.30
$1.92
$2.34
$2.04


8
Industry-Leading Total Returns
__________________ 
(a)
Source:  Fact Set.
-50%
0%
50%
100%
150%
200%
250%
300%
350%
400%
450%
7/25/2001
10/16/2002
1/7/2004
3/30/2005
6/21/2006
9/13/2007
Indexed Total
Return (%)    
Inergy, L.P.
Inergy Holdings, L.P.
S&P 500
Alerian MLP Index - AMZX
NRGY: +359.8%
Total Returns Since Inergy, L.P. IPO
S&P 500: +38.9%
NRGP: +125.6%
AMZX: +169.9%


9
Inergy Strategy
Further Develop the Operation of an Outstanding
Propane Franchise
Decentralized operating model with concentration on
attractive propane markets
Deliberate focus on high percentage of residential customers
with high tank control
Supply procurement expertise
Grow Through Acquisitions & Capital Expansion Projects
Propane -
Actively expand existing retail footprint and establish new footprints with top
regional businesses
Midstream -
Execute capital expansion projects around existing asset base
Pursue and evaluate complementary midstream opportunities
Seek to further strengthen the long-term growth profile with stable, fee-based cash flow
streams
Disciplined Capital Investment
Deliver Operational Excellence


10
Propane Operations


11
Propane Value Chain
Propane represents about 4% of household energy consumption in the US.
Propane is a basic necessity to many consumers
Propane is clean burning and characterized by a stable demand base
Customers use propane to heat homes, cook food, heat water
Propane is trucked to customers homes that are beyond the natural gas
distribution network
Inergy
competes
in
the
storage,
transportation,
and
distribution areas of
the value chain


12
Propane Business
Premier national propane business
Operations are managed on a decentralized basis
Service customers in attractive propane markets
throughout the eastern half of the United States
Operational metrics exceed peer group
Deliberate focus on residential customers
Residential
69 %
90% Tank Control
Industrial/Commercial          23 %
Agricultural
8 %
Demonstrated strength in wholesale
supply, procurement, and risk
management


13
Superior Operating Performance
Decentralized structure lends
itself to better pricing and
operational decision-making
Focus on retail margin drives
value to cash flow line
Strong wholesale supply and
procurement business reduces
risk and protects margins
__________________ 
$0.50
$0.60
$0.70
$0.80
$0.90
Inergy (b)
Peer Average (c)
Gross Profit/Retail Propane Gallon
(a)
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
Inergy (b)
Peer Average (c)
EBITDA/Retail Propane Gallon
(a)
(a)
Source: 2006 10-K filings.  Data includes gross profit and EBITDA from propane operations.
(b)
Inergy’s EBITDA and gross profit exclude i) non-cash gains or losses on derivative contracts
associated with fixed price sales to retail propane customers, ii) non-cash compensation charges,
and iii) gains or losses on the disposal of assets as disclosed in SEC filings.
(c)
Peer average includes: APU, ETP, FGP, and SPH.


14
Demonstrated Acquisition Performance
Inergy has executed 69 acquisitions (including 63 retail
propane transactions) totaling ~$1.5 billion from inception
in 1996 to date
Disciplined acquisition criteria
Proven integration model
Rigorous due diligence and underwriting process
Immediate and intense focus on performance against set
expectations
Propane valuations continue to be relatively attractive
Inergy expects to continue to lead the propane market
consolidation


15
Propane Consolidation Opportunities
Top
10
Propane
Retailers
Control
~39%
of
Market
Share
(b)
Domestic
Retail
Market
for
LPG
is
Approximately
10.4
Billion
Gallons
(a)
__________________ 
(a)
Source:
January
2007
American
Petroleum
Institute
Report.
(b)
Source:
February
2007
LPG
as
Magazine.
(c)
Cooperatives.
Suburban Propane
4.5%
Energy Transfer
5.9%
Ferrellgas
7.8%
Over 5,000 Independent
Retailers
61.0%
Cenex (c)
3.9%
Blossman Gas Inc.
0.7%
MFA Oil Co. (c)
0.8%
Growmark (c)
1.9%
Inergy, L.P.
3.6%
Amerigas
9.3%
Southern States (c)
0.7%


16
Midstream Operations


17
Midstream Platform
Stable, fee-based cash flow profile with little/no seasonality
Currently represents ~27% of overall Inergy pro forma EBITDA
Exceeds 30% with expansion projects and potential propane acquisitions as
shown on page 32
High quality predominantly investment-grade customer base
Stable Economic
Return
High Quality
Assets
Significant
Capital 
Expansion
Opportunities
Straightforward, supply/demand-driven businesses
Stagecoach -
newly constructed core energy infrastructure in the
Northeast
West Coast state-of-the-art transportation/distribution facility
Consistent with our disciplined diversification strategy
West Coast isomerization unit & storage facility
Bath natural gas and LPG expansion opportunity
North Lateral connection to Millennium Pipeline
Thomas Corners natural gas storage development
(a)
(a)
Represents Adjusted EBITDA for Trailing Twelve Months ended 6-30-07,  in addition to EBITDA from Stagecoach Phase II.
__________________ 


18
Stagecoach located in the
“sweet spot”
of Northeast  
natural gas market
Pipelines from south / west are
constrained, necessitating storage to
supply the growing Northeast market
-
Millennium intended to de-
bottleneck the Northeast with supply
made available from Stagecoach,
Empire and other Northeast supply
-
Millennium is ~9 miles from
Stagecoach
Stagecoach –
Asset Overview
High performance/high deliverability natural gas storage facility located
approximately 150 miles northwest of New York City
Significant participant in Northeast natural gas distribution market
Asset fully contracted with weighted-average maturity of contracts extending to July 2014
Stagecoach
Available v. Constrained Pipeline Corridors


19
Phase II Expansion Complete
Commercial Operations –
Phase II
Phase II shippers include-Consolidated
Edison, Nexen Energy, and Coral Energy
Average contract maturity >8 years
Very attractive financial returns
$130 m expansion completed on-time and
on-budget
Commercial operations of Phase II began
September 1, 2007


20
Bath Storage Facility
1.2 million bbl salt cavern LPG
storage facility located on 125 acres
near Bath, NY (60 miles from Stagecoach)
-
Additional 210,000 gallons above ground
storage
-
High performance truck and rail loading
facilities
Expands midstream platform with
existing management team
Facility highlights:
Attractive base economics
Announced expansion to high deliverability
natural gas storage
Open season package being prepared to
solidify strong commercial interest
STAGECOACH
Bath, NY LPG Storage
Map of Area
Map of Area
Dominion                                       
Millennium/Columbia Gas ROW
Tennessee Gas Pipeline               
Inergy South Lateral                    


21
Steuben County Storage Complex
6.2 Bcf working gas capacity
6 vertical wells
Facility-owned 12.5 mile
pipeline connected to
Dominion’s Woodhull line
Currently 6 field employees
Devonian reef
Fully-contracted with
investment grade
counterparties
Adrian Facility
4 Bcf of working gas capacity
Deliverability
50 mmcf/d maximum injection
100 mmcf/d maximum withdrawal
8 miles of pipeline connected to
Thomas Corners
Salt cavern geology
New 5 k Bhp compressor facility
Conversion to natural gas storage
expected to be completed by
injection season 2010
Developed and Operated Integrally the Project Provides Additional
MSQ 15.9 Bcf; MDIQ 130 mmcf/d; MDWQ 260 mmcf/d
5.7 Bcf working gas capacity
Deliverability
50 mmcf/d maximum injection
100 mmcf/d maximum withdrawal
8 high-angle vertical wells
Capital assumptions include a 6.5 
mile connection to Adrian, as well
as a 1.5 mile connection to TGPL
Existing 7.5 mile, 8”
pipeline
connected to Columbia A5 line
New 5 k bHP compressor facility
Devonian reef
Planned in-service date by
injection season 2009
Thomas Corners Facility
Bath Facility


22
Premier Gas Storage Platform
~40 Bcf of working natural gas
storage capacity located within 200
miles of New York City
Investment grade counterparties
with long term contracts
Abundant interconnections
available
STAGECOACH
Bath, NY LPG Storage


23
ConocoPhillips Santa Maria
Chevron Richmond
Tesoro Golden Eagle (Avon)
Shell Martinez
Valero Benicia
ConocoPhillips Rodeo
Chevron El Segundo
BP Carson
ExxonMobil Torrance
ConocoPhillips Wilmington
Valero Wilmington
Paramount Refining
Edginton Oil Long Beach
Big West
Kern Oil
San Joaquin Refining
Oxy/Chevron Elk Hills Production
23
Strategic West Coast Operations
West Coast NGL facility
located 18 miles West of
Bakersfield, CA in San
Joaquin Valley.
Situated between major West                  
Coast refining centers.


24
West Coast Facility Overview
Primarily fee-based revenue streams
Operations include:
NGL storage
NGL fractionation
State-of-the-art transportation & terminaling
Facility improvements since 2003
Expanded fractionation capacity by 25%
Doubled transport fleet from 20 to 40 units
Added cogeneration facility
Expanded rail and truck terminal capabilities
Significant planned capital expansion


25
Planned West Coast Expansion
Isomerization plant
Constructing a 12,000 bpd butamer
Isobutane used in gasoline blending
Long term, fee-based economics
Pipelines to local refiners
Constructing NGL product pipelines
Storage expansion
Expanding refrigerated butane storage
capacity to approximately 15 million
gallons
Attractive investment economics
Capital Expenditures $ 106.4 m
Expected EBITDA $17.0 m
Expected in-service late Summer
2008
Planned
12,000 bpd
Butamer
Existing
Fractionator
Existing Bullet
Storage
Existing  5M gal
Propane Storage
Planned
15M gal
NC4 Storage
Existing 8 Bay
Truck Rack
Planned
NC4 Spherical
Storage
Planned
IC4
Spherical
Storage
West Coast Plant Expansion


26
Capital Investment Outlook
Expansion projects and moderate propane acquisitions generate substantial fuel
for growth
Potential
NRGY
Accretion:
$0.20
(9%)
Potential
NRGP
Accretion:
$0.88
(43%)
__________________ 
12 months
7.5 x
$16.7 m
$125.0 m
Propane Acquisitions
(a) (b)
Fall ‘10
5.5 x
$ 11.0 m
$60.0 m
Bath Expansion
Fall ’09
8.7 x
$ 12.0 m
$104.0 m
ASC & Thomas Corners
Fall ’08
7.4 x
$2.6 m
$19.2 m
North Lateral
Late Summer
’08
6.3 x
$17.0 m
$106.4 m
West Coast –
Expansion
24 months
7.5 x
$16.7 m
$125.0 m
Propane Acquisitions
(a) (b)
7.1 x
Expected
Multiple
$76.0 m
$538.6 m
Total Investment
Expected
In-Service
Expected
EBITDA
Expected
Capital
Investment
Planned Project /
Potential Acquisitions
(a)
Potential accretion calculations include the following assumptions: (i) funding based upon a 50% equity and 50% debt mix at today’s long-term costs, (ii) maintenance
capital
expenditures
of
approximately
$3.5
m,
and
(iii)
per
unit
accretion
measured
from
$2.34
NRGY.
(b)
This assumed amount represents approx. avg. annual purchase price of propane acquisitions over the last 3 years.
(c)
The above figures regarding growth potential are based on various forward-looking assumptions made by the management of Inergy.  While Inergy believes that these
assumptions are reasonable, it can give no assurance that such results will materialize.
(a) (b) (c)
(a) (b) (c)


27
Financial Overview


28
Prudent Financial Policies
Balanced funding objectives
Long-term targeted debt-to-EBITDA of approximately 3.5 to 4.0x
Proven access to equity capital and public debt markets
Strong liquidity position:
$425 million bank credit facility in place
$200 million available for working capital
Rigorous capital investment review process 
All acquisitions & expansion projects must be accretive to
Distributable Cash Flow per LP unit
Conservative approach to risk management


29
Capitalization
(a)
Adjusted EBITDA excludes i) non-cash gains or losses on derivative contracts associated with fixed price sales to retail propane customers, ii) long-term incentive
and
equity
compensation
expense,
and
iii)
gains
or
losses
on
the
disposal
of
assets
as
disclosed
in
Inergy,
L.P.’s
SEC
filings.
__________________  
Cash
6.8
$                         
Debt:
Inergy, L.P. revolving working capital credit facility
1.3
$                         
Inergy, L.P. revolving acquisition credit facility
-
Inergy, L.P. senior unsecured notes
619.3
Other MLP debt
15.7
Total Debt
636.3
$                       
Total Partners' Capital
799.3
$                       
Total Capitalization
1,435.6
$                    
Adjusted EBITDA Guidance
($ in millions)
(a)
$210
Net Long Term Debt / 2007 Adjusted EBITDA Guidance
(a)
3.0 x
Net Long Term Debt / Total Capitalization
44.0%
As of  June 30, 2007
($ in millions)


30
$43
$111
$175
$207
$0.0
$50.0
$100.0
$150.0
$200.0
$250.0
FY 2004
FY 2005
FY 2006
TTM 6/30/07
Adjusted EBITDA
(a)
Financial Performance
141
318
360
364
0.0
50.0
100.0
150.0
200.0
250.0
300.0
350.0
400.0
FY 2004
FY 2005
FY 2006
TTM 6/30/07
Retail Propane Gallon Sales
$123
$326
$397
$456
$0.0
$50.0
$100.0
$150.0
$200.0
$250.0
$300.0
$350.0
$400.0
$450.0
$500.0
FY 2004
FY 2005
FY 2006
TTM 6/30/07
Total Gross Profit
(a)
Adjusted EBITDA excludes i) non-cash gains or losses on derivative contracts associated with fixed price sales to retail propane customers, ii) long-term incentive and equity compensation
expense, and iii) gains or losses on the disposal of assets as disclosed in Inergy, L.P.’s SEC filings.
__________________ 


31
5.4 x
3.3 x
3.3 x
4.0 x
-
x
1.0 x
2.0 x
3.0 x
4.0 x
5.0 x
6.0 x
FY 2004
FY 2005
FY 2006
TTM 6/30/07
EBITDA / Interest
(a)(c)
Strong Credit Profile
2.6 x
4.9 x
3.6 x
3.1 x
1.5 x
2.0 x
2.5 x
3.0 x
3.5 x
4.0 x
4.5 x
5.0 x
FY 2004
FY 2005
FY 2006
TTM 6/30/07
LT Debt / EBITDA
(a)(b)(c)
(a)
Historical represents reported results excludes seasonal working
capital borrowings which are subject to a clean down provision.
(b)
Historical pro forma results give EBITDA credit for debt included on the balance sheet as of the reporting date.
(c)
Adjusted EBITDA excludes i) non-cash gains or losses on derivative contracts associated with fixed price sales to retail propane customers, ii) long-term incentive and equity
compensation expense, and iii) gains or losses on the disposal of assets as disclosed in Inergy, L.P.’s SEC filings.
31%
45%
49%
44%
0%
10%
20%
30%
40%
50%
60%
FYE 2004
FYE 2005
FY 2006
TTM 6/30/07
LT Debt / Total Capitalization
(a)
__________________ 
2.1 x
PF
3.7 x
PF


32
Projected Cash Flow Mix
Midstream
34%
Propane
66%
Propane
Midstream
Propane
81%
Midstream
19%
Propane
Midstream
(a)
Assumes full year of Stagecoach Phase II, as well as planned projects and planned acquisitions as described on slide 26.
__________________ 
+
Propane
34%
Midstream
66%
Propane
Midstream
=
PROJECTS/
POTENTIAL ACQUISITIONS
(a)
OUTLOOK
TTM 6/30/2007


33
Conclusion


34
Investment Highlights
High Return Investment Opportunities
Significant Management Ownership Aligned With
Unitholders
Growth
Attractive Yields
Quarterly Cash Distributions are Tax-Advantaged
Significant Cash Distribution Growth Since IPOs
Dual-Platform Growth Strategy
Continued Retail Propane Consolidation
Ongoing Expansion of Midstream Business
Income
Security
Compelling Combination of Income and Growth


35
Committed to Generating Industry-Leading
Returns to Our Unitholders