1. 1
Master Limited Partnerships (MLPs):
You’re an MLP – Now What?
Maximizing Data, Reporting, Process
Controls and Accounting
August 27, 2014
Holland & Hart Office - Downtown Denver
Denver, CO
conference
EUCI is authorized by IACET to
offer 0.7 CEUs for the course.
EUCI is authorized by CPE to
offer 8.5 credits for this program.

2. Master Limited Partnerships (MLPs): You’re an MLP – Now What?
Maximizing Data, Reporting, Process Controls and Accounting
August, 27, 2014 :: Denver, CO
2
EUCI
4601 DTC Blvd., Suite 800
Denver, CO 80237
WWW.EUCI.COM
P: 303-770-8800
F: 303-741-0849
Who Should Attend
Overview
• Executive officers of companies with General Partner (GP)/Master Limited Partnership (MLP) structures
• Executives considering investing in an MLP
• Strategic planners
• Controllers
• Accountants
• Finance and investment banking professionals
• Consultants
• Legal professionals
The oil and gas industry is undergoing major transformation with the rise of master limited partnerships (MLPs).
The organizational structure of MLPs is a proven tool for building energy assets. But given their increasing complexity,
there are exponential challenges in extrapolating data and developing reporting and accounting practices that work
across the organization.
The business relationship between the General Partner (GP) and the MLP has a significant impact on financial reporting
structure. Whether your MLP is sponsored by a public GP, a private company or some other structure, each arrangement
has its own unique challenges to consider from an accounting perspective.
Some of the questions you may be asking include:
• Who are the decision makers driving the drop process and timing of transactions?
• How do those decisions get pushed out to your department and then how does the planning and, ultimately, the
integration materialize?
• Will your GP own and/or operate a portion of the MLP assets?
• Is the business activity of the MLP dependent on related business activities of the GP?
• How inter-dependent is the accounting system between the GP and the MLP?
• In terms of system communication, what are some system generated opportunities to consider that might provide a
fresh look and offer improvements to processes already in place?
This program provides insight into these key areas and will aid in developing solid blueprints for scalable controls.
In addition, this seminar will explore the regulatory and reporting landscape. Information will include Securities and
Exchange Commission (SEC) and Public Company Accounting Oversight Board (PCAOB) developments along with
discussion around on-going standard setting related to revenue recognition, leases and financial instruments within the
Financial Accounting Standards Board (FASB).
MLP finance, audit and accounting experts will lead this interactive 1 day program. The goal is to drive a better understanding
of how to better maximize data, reporting, process controls and accounting to increase efficiency and profitability within
your progressively complex organization.
Learning Outcomes
• Discuss initial master limited partnership (MLP) growing pains and hurdles
• Report on regulatory updates
• Review the tax rules applicable to dropdowns
• Report how MLPs are preparing for and integrating asset drops without creating issues with the sponsor’s consolidated
statements
• Discuss how to fund your first dropdown/acquisition
• Discuss the K-1 preparation process
• Review what consolidation means in terms of assets and efficiencies
• Identify ways to maximize Enterprise Resource Planning (ERP) and reporting software and maximize automation
• Identify best practices in terms of management and segregation between parent, general partner and MLP, as well as
conflict management
• Creating historical and pro-forma financial statements for asset drops
REGISTER TODAY! CALL 303-770-8800 OR VISIT WWW.EUCI.COM

3. Master Limited Partnerships (MLPs): You’re an MLP – Now What?
Maximizing Data, Reporting, Process Controls and Accounting
August, 27, 2014 :: Denver, CO
3
EUCI
4601 DTC Blvd., Suite 800
Denver, CO 80237
WWW.EUCI.COM
P: 303-770-8800
F: 303-741-0849
Agenda
Wednesday, August 27, 2014
8:00 – 8:30 a.m. Registration and Continental Breakfast
8:30 – 9:15 a.m. You’re an MLP, Now What? Overview
• Structure matters – relationships between the General Partner (GP) and the MLP, including related
businesss activities, inter-dependent accounting systems, etc.
• SOX reporting issues – applicability of Sarbanes-Oxley (SOX) to GP
• Common Control – Consolidation of MLP into GP financials
• Investment Company Act of 1940 – Monitoring compliance
- Bob Dennis, Audit Partner, KPMG
9:15 – 10:00 a.m. Regulatory and Reporting Update
• Overview of current SEC and PCAOB developments, including JOBS Act, Dodd-Frank and Regulation
S-X
• FASB developments, including revenue recognition, leases and financial instruments
- Matt Burley, Senior Manager, Deloitte & Touche LLP
10:00 – 10:15 a.m. Morning Break
10:15 – 11:00 a.m. Tax Issues in Dropdown Acquisitions
• Disguised Sale tax rules, including capital expenditure reimbursements, debt-financed distributions
• Recent regulatory developments
- Adam M. Cohen, Partner, Tax, Holland & Hart LLP
11:00 a.m. – 12:15 p.m. Accounting Issues in Dropdown Acquisitions
• Accounting challenges in public GP, private company or other sponsored MLP
• Decision Makers
• Timing
• Planning
• Making integration happen
• Available planning tools and support structures
• Creating historical and pro-forma financial statements
• Common control transactions
• Cost allocations, including SAB Topic 1B1
• Periods to be presented
- Gary Watkins, CAO, Tallgrass Energy
- Lance McKinster, Manager, Transaction Advisory Services, Ernst & Young
- Lucy Stark, Partner, Holland & Hart, LLP
12:15 – 1:15 p.m. Group Luncheon

4. Master Limited Partnerships (MLPs): You’re an MLP – Now What?
Maximizing Data, Reporting, Process Controls and Accounting
August, 27, 2014 :: Denver, CO
4
EUCI
4601 DTC Blvd., Suite 800
Denver, CO 80237
WWW.EUCI.COM
P: 303-770-8800
F: 303-741-0849
Agenda
Wednesday, August 27, 2014 (Continued)
1:15 – 2:15 p.m. Funding Dropdown Acquisitions
• Timing first dropdown relative to IPO Date
• Debt-equity ratios
• Follow-on Equity, including 1-day-bookbuild versus overnight marketed offering, size and frequency,
cost, timing
• Debt offerings, including credit rating process for debt offerings, bond versus term loan versus
revolver draws
• Accretion
- Dan Campbell, CFO, American Midstream
- Rose Robeson, former CFO, DCP Midstream Partners, LP
- John Nesland, Managing Director, UBS
- Michael Casey, Managing Director, Citi
- Chuck Cotter, Of Counsel, Holand & Hart LLP
2:15 – 2:45 p.m. Disclosure in Dropdown Acquisitions
• SEC Reporting Requirements
• Materiality
• Visibility
• Transparency
• Market Expectations
- Lucy Stark, Partner, Holland & Hart LLP
- Ryan Newburn, American Midstream
2:45 – 3:45 p.m. MLP K-1’s
• Overview of MLP K-1 Process
• Time frames
• Data requirements
• Investor data gathering process
• Pitfalls
• MLP tax conventions
• Federal versus state filing requirements
• Investor Relations support
• Impact on MLP’s tax department
- Rob Baldwin, PwC
- Tom Rainbow, QEP
3:45 – 4:30 p.m. Maximizing Automation
• System generated opportunities
• Implementing stand alone adjustments as separate spreadsheets versus in ERP and financial reporting
software
• Corporate overhead allocations
• Printers versus in-house SEC filings, including discussion of third-party software reporting tools
- Jimmi Sue Smith, Vice President and Controller of Midstream and Commercial, EQT Midstream
- Kimberly Stinson, Manager of Accounting, EQT
4:30 – 4:45 p.m. Course Assessment and Adjournment

5. Master Limited Partnerships (MLPs): You’re an MLP – Now What?
Maximizing Data, Reporting, Process Controls and Accounting
August, 27, 2014 :: Denver, CO
5
EUCI
4601 DTC Blvd., Suite 800
Denver, CO 80237
WWW.EUCI.COM
P: 303-770-8800
F: 303-741-0849
speakers
Rob Baldwin / National MLP Tax Partner / PwC
Rob Baldwin joined PwC as a tax partner in the MLP practice in 2007. Since joining PwC, Rob has
assisted MLPs with modeling and structuring the impacts of mergers, acquisitions, and dispositions, as
well as tax shield calculations, partnership agreement interpretations, technical termination analysis,
basis adjustment calculations, Section 704(c) remedial income allocations, and compliance reporting to
various federal and state governmental agencies.
Prior to joining PwC, Rob served as the Vice President of Tax at Kinder Morgan Inc, the general
partner of Kinder Morgan Energy Partners, one of the largest MLPs. Rob was responsible for tax due
diligence functions including strategy and structure identification, and implementation for domestic
and international acquisitions/dispositions. His responsibilities also included the management of
corporate and partnership federal, state, and international planning, compliance, and examinations.
Dan Campbell / Senior Vice President and Chief Financial Officer /
American Midstream
Mr. Campbell was appointed Senior Vice President and Chief Financial Officer in April 2012. Prior
to his appointment with American Midstream, Mr. Campbell served in various leadership roles
with MarkWest Energy Partners, LP from 2006 to 2012, most recently as Vice President of Finance
and Treasurer. Mr. Campbell joined MarkWest from TeleTech Holdings, Inc. where he held various
senior finance roles from 1997 to 2006 in finance, treasury, strategic planning, and investor relations,
including Chief Financial Officer of TeleTech Latin America. Mr. Campbell began his career at Arthur
Andersen LLP and he received B.S. and Master’s degrees in Accounting from Brigham Young
University. Mr. Campbell is a CPA licensed in Colorado.
Adam M. Cohen / Partner, Tax / Holland & Hart LLP
Adam Cohen is a Tax Partner at Holland & Hart LLP. Mr. Cohen addresses the tax aspects of structuring
the formation, acquisition, disposition, operation, and liquidation of businesses of all sizes, from
startup ventures to sophisticated public companies. His experience extends to E&P and midstream oil
and gas, real estate, and finance industries. He has been integrally involved in structuring billion-dollar
transactions. The vast majority of his practice involves handling tax issues for partnerships and LLCs.
Michael Casey / Managing Director / Citi
Chuck Cotter / Of Counsel / Holland & Hart LLP
Chuck provides advice to companies at all stages of growth, from start-ups to publicly listed
companies, helping them successfully raise capital, complete acquisitions and divestitures, and comply
with regulatory requirements.
His experience working at Holland & Hart, two leading Wall Street law firms, and in-house at a major
hedge fund allows him to help growth and/or exit oriented clients determine the best way to reach
their objectives -- whether that be an IPO, a sale, or other option. He is also an adjunct professor
teaching securities at the University of Colorado Law School.
Matt Burley / Senior Manager / Deloitte & Touche LLP

6. Master Limited Partnerships (MLPs): You’re an MLP – Now What?
Maximizing Data, Reporting, Process Controls and Accounting
August, 27, 2014 :: Denver, CO
6
EUCI
4601 DTC Blvd., Suite 800
Denver, CO 80237
WWW.EUCI.COM
P: 303-770-8800
F: 303-741-0849
speakers
Ryan Newburn / American Midstream
Tom Rainbow / Tax Director / QEP
Tom Rainbow joined QEP Resources, Inc. in March 2013 to assist in the tax structuring and modeling
for the initial public offering of QEP Midstream Partners, LP (QEPM). QEPM began trading in August
2013 and operates gathering and pipeline assets in four states and is in the process of acquiring gas
processing facilities in three states. In addition to QEPM, he led the tax function for QEP Resources,
Inc. and oil & gas company with operations in the Rocky Mountains, North Dakota, Permian Basin and
Haynesville Shale.
Prior to joining QEP, Mr. Rainbow was Tax Director for EV Energy Partners, L.P. & Enervest, Ltd. from
2006 to 2013. While at Enervest, he was responsible for the tax modeling for the IPO of EVEP and the
tax compliance, strategy, modeling and reporting for all entities.
Bob Dennis / Audit Partner / KPMG
Bob Dennis served as office managing partner for KPMG LLP in Tulsa until 2010 and recently
transferred to KPMG’s Denver office to head up the office’s oil and gas practice. As a partner at
KPMG, Bob has extensive audit experience serving both privately-held and Fortune 1000 public
clients in the transportation, energy, manufacturing, and food processing market segments. Over the
years, Bob has served clients including Resolute Energy, Antero Resources, Cimarex Energy, J.B. Hunt
Transport Services, ONEOK, Inc., JBS, and Pilgrim’s Pride.
Bob has extensive audit experience serving clients in the utility and energy industries. In addition to
providing audit services to his clients, Bob has provided other professional services such as assisting
clients in the acquisition and disposition of business entities, performance of due diligence activities,
and registration of securities. He has also assisted the Special Committee of the Board of Directors in
an investigation of accusations of wrongdoing resulting from an internal “whisle blower” letter.
KPMG is a global network of professional firms providing Audit, Tax and Advisory services with over
140,000 professionals working together to deliver value in 146 countries worldwide.
Lance McKinster / Manager, Transaction Advisory Services / Ernst & Young
Mr. McKinster is an experienced advisor to private equity investors, private equity backed portfolio
companies and corporate clients in connection with leveraged buyout, carve-out, divestiture and
restructuring situations.
His transaction experience includes business valuation, financial modeling, identifying value drivers
and deal breakers, structuring considerations, analysis of quality of earnings and cash flows, capital
expenditure and working capital analysis, stand-alone cost considerations (carve-out), advice on
acquisition agreements, post-closing working capital analysis, post-acquisition integration matters and
exit considerations.
He has participated in cross-border M&A transactions and multi-functional due diligence teams.
Experienced in evaluating accounting and reporting issues, SEC matters, financial reporting systems
and internal controls.
John Nesland / Managing Director / UBS
Ryan Newburn joined American Midstream as an attorney in September 2013, where he is primarily
responsible for SEC compliance and M&A activity. Prior to joining American Midstream, Ryan was in
private practice in Denver first at Davis, Graham and Stubbs and then at Beatty and Wozniak. Ryan
began his career at Skadden, Arps, Slate, Meagher and Flom in Los Angeles as a securities and M&A
associate He received his B.S., B.A., J.D. and M.B.A from the University of Arizona. Ryan is an attorney
licensed to practice in Colorado and California.

7. Master Limited Partnerships (MLPs): You’re an MLP – Now What?
Maximizing Data, Reporting, Process Controls and Accounting
August, 27, 2014 :: Denver, CO
7
EUCI
4601 DTC Blvd., Suite 800
Denver, CO 80237
WWW.EUCI.COM
P: 303-770-8800
F: 303-741-0849
Jimmi Sue Smith / Vice President and Controller of Midstream and Commercial /
EQT Midstream
Lucy Stark / Partner, Securities / Holland & Hart LLP
Lucy Stark is a Securities Partner at Holland & Hart LLP. Ms. Stark focuses on corporate finance
transactions including public and private debt and equity offerings; corporate governance and
disclosure issues; mergers, acquisitions and divestitures; and venture capital financing. She has
represented multiple MLPs in connection with IPOs, drop-down transactions, and debt and equity
securities offerings.
Jimmi Sue Smith is Vice President and Controller, Midstream and Commercial for EQT Midstream,
a reporting segment of EQT Corporation. She joined EQT in 2007 as Director of Corporate
Accounting,and served as Vice President and Controller, Commercial from 2011-2012.
Prior to joining EQT, Ms. Smith was Senior Controller for North American Carbon Materials and
Chemicals at Koppers, Inc. Additional career experience includes the steel industry, where she served
as Manager of Accounting for the Straightline division of United States Steel Corporation; as well as
Controller for Wheeling Corrugating Company. Prior to joining the private sector, she was amanager in
the audit practice of PricewaterhouseCoopers in Pittsburgh, Pennsylvania.
Kimberly Stinson / Manager of Accounting / EQT
Kim Stinson serves as a Manager in the corporate accounting function for EQT Midstream Partners,
LP – a growth-oriented limited partnershipformed by EQT Corporation to own, operate, acquire, and
develop midstream assets in the Appalachian basin. Kim focuses primarily on transactional accounting
and reporting matters for EQT Midstream Partners, including mergers and acquisitions, drop-down
transactions and public equity offerings. Prior to joining EQT in 2012, Kim served as Manager in the
Assurance Practice for PricewaterhouseCoopers LLP, where she gathered more than seven years of
experience serving clients within the metals, mining, and energy industries.
Kim earned a Master of Accountancy and Bachelor’s Degree in Business Administration from the
University of Arizona; and she is also a Certified Public Accountant in Pennsylvania and Arizona.
Gary Watkins / CAO / Tallgrass Energy
Mr. Watkinds is Chief Accounting Officer of Tallgrass Energy. Prior to this, he served as Vice President,
Controller and Chief Accounting Officer for DCP Midstream, LLC and DCP Midstream Partners in
Denver, Colorado.
Prior to joining DCP, Gary held a variety of positions in the high technology industry including SEC
reporting and Internal Audit. He began his career in public accounting at Arthur Andersen serving
energy and high technology clients. Gary received his B.S. degree in accounting from Colorado State
University.
speakers
Rose Robeson / former CFO / Midstream Partners, LP

8. Master Limited Partnerships (MLPs): You’re an MLP – Now What?
Maximizing Data, Reporting, Process Controls and Accounting
August, 27, 2014 :: Denver, CO
8
EUCI
4601 DTC Blvd., Suite 800
Denver, CO 80237
WWW.EUCI.COM
P: 303-770-8800
F: 303-741-0849
REGISTER TODAY! CALL 303-770-8800 OR VISIT WWW.EUCI.COM
PROCEEDINGS
The proceedings of the course will be published, and one copy will be distributed to each registrant at the course.
Instructional Methods
PowerPoint presentations will be used in this program.
Requirements for Successful Completion of Program
iacet Credits
Participants must sign in/out each day and be in attendance for the entirety of the program to be eligible for IACET
continuing education credit.
EUCI has been accredited as an Authorized Provider by the International Association for Continuing
Education and Training (IACET). In obtaining this accreditation, EUCI has demonstrated that it complies
with the ANSI/IACET Standard which is recognized internationally as a standard of good practice. As a
result of their Authorized Provider status, EUCI is authorized to offer IACET CEUs for its programs that
qualify under the ANSI/IACET Standard.
EUCI is authorized by IACET to offer 0.7 CEUs for the course.
CPE Credits
EUCI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of
continuing professional education on the National Registry of CPE Sponsors. State boards of
accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints
regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its
website: www.learningmarket.org.
Upon successful completion of this event, program participants interested in receiving CPE credits will
receive a certificate of completion. EUCI is authorized by CPE to offer 7.5 credits for this program.
There is no prerequisite for this course.
Program Level: Beginner
Delivery Method: Group-Live
Advanced Preparation: None
EVENT LOCATION
Holland & Hart Conference Area
Holland & Hart LLP
555 17th St.
Suite 3200
Denver, CO 80202
303-295-8000
Grand Hyatt Denver
1750 Welton St.
Denver, CO
303-295-1234
(300 feet north of conference
location)
Comfort Inn Downtown
401 17th St.
Denver, CO
303-296-0400
(400 feet southeast)
The Brown Palace Hotel
321 17th St.
Denver, CO
303-297-3111
(0.1 miles southeast)
The Denver Marriott City
Center
1701 California St.
Denver, CO
303-297-1300
(0.1 miles northwest)
nearby hotels

9. 9
EUCI
4601 DTC Blvd., Suite 800
Denver, CO 80237
WWW.EUCI.COM
P: 303-770-8800
F: 303-741-0849
please register the following
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discount for attending both Master Limited Partnerships
(MLPs) Governance, Tax Issues, Financial Considerations and
IPO Process, August 26, 2014 And Master Limited Partnerships
(MLPs): You’re an MLP – Now What? Maximizing Data, Reporting,
Process Controls and Accounting, August 27, 2014: US $1895
Early bird on or before August 18, 2014: US $1695
Master Limited Partnerships (MLPs): You’re an MLP – Now
What? Maximizing Data, Reporting, Process Controls and
Accounting, conference only
August 27, 2014: US $995
Early bird on or before August 18, 2014: US $895
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EVENT LOCATION
Holland & Hart Conference Area
Holland & Hart LLP
555 17th St.
Suite 3200
Denver, CO 80202
303-295-8000
Nearby hotels listed on page 6