Blue Racer Midstream

May 16, 2017

West Virginia Oil and Natural Gas Association2017 Spring Meeting

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1. How many gallons are in a barrel of NGLs?B. 42 gallons

n A single barrel of NGLs is equivalent to 42 gallons.n There are 31.5 gallons in one fluid barrel.n There are 26.25 dry gallons in one dry barrel. n According to Wine Country Getaways, there are 60

gallons in a barrel of wine. And if you didn’t know, one ton of grapes will yield about 2 barrels of wine.

Multiple Choice

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2. Who was the father of propane?A. Dr. Walter Snellingn According to NGPA, “In 1910, a Pittsburgh motor car

owner walked into chemist Dr. Walter Snelling's office, complaining that the gallon of gasoline he had purchased was half a gallon by the time he got home. Consumers were being cheated, he said, because the gasoline was evaporating at a rapid and expensive rate, and he asked Dr. Snelling to investigate. Dr. Snelling took up the challenge. Using coils from an old hot-water heater and other miscellaneous pieces of laboratory equipment, he built a still that could separate the gasoline into its liquid and gaseous [forms]

Multiple Choice

Ethylene is made by chemical manufacturers from ethane in a cracker, but how is ethylene also produced in nature?D.Plantstoripenfruit

• Ethyleneisaplanthormonethatworkstoincreasetherateofripening

• Canbecontrolled…increaseordecreaseethyleneproductionthroughbiotechnology(Flavr Savr Tomatoes)orbyexposingfruitstoethylene

• Onebadappledoesspoilthewholebunchbyproducinglotsofethylene

C. “Silly Putty”, a trademark of Crayola, made in Easton, PA. Since 1950, more than 300 million Silly Putty eggs have been sold and still sells at the rate of 20,000 eggs per day. Silly Putty is also used today in Super Balls and Solar Panels.

What substance is formed when a silicone based plastic and boric acid are mixed?

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Blue Racer Midstream, LLC.Nature of Information Presented:

The following information has been prepared by Blue Racer Midstream, LLC to provide current and forward-looking information on our business and operations to members of our commercial banking syndicate. This information is derived from a variety of sources, many of which have not been independently verified by Blue Racer Midstream, LLC. This information also contains financial projections, which may vary materially from actual results in the future. Blue Racer Midstream, LLC believes such projections have been prepared based on reasonable assumptions, but makes no representation or warranty as to the accuracy or completeness of such projections, other forward looking information and information of a general economic or industry specific nature.

This presentation does not constitute an offer or solicitation to sell or purchase any securities.

This presentation has not been prepared with a view toward public disclosure under state or federal securities laws or otherwise and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Blue Racer Midstream, LLC.

Forward-Looking Statements:

This presentation contains forward-looking statements based on the beliefs of the company, as well as assumptions made by, and information currently available to our management team. When used in this presentation, words such as “anticipate,” “project,” “expect,” “plan,” “seek,” “goal,” “estimate,” “forecast,” “intend,” “could,” “should,” “will,” “believe,” “may,” “potential” and similar expressions and statements regarding our plans and objectives for future operations, are intended to identify forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. You should not put undue reliance on any forward-looking statements, which speak only as of their dates. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expected, including insufficient cash from operations, adverse market conditions, governmental regulations, the possibility that tax or other costs or difficulties related thereto will be greater than expected, the impact of competition and other factors. All forward-looking statements attributable to Caiman Energy II, LLC, Blue Racer Midstream, LLC or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained herein. Except as required by law, we do not intend to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.

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1. AsofDecember31,2016,unlessotherwisenoted2. AsofApril12,20173. OwnedbyWilliamsPartners,EnCap Flatrock Midstream,Oaktree CapitalManagement,L.P.,managementandcertainnon-institutionalinvestors

Blue Racer Midstream

Caiman Energy II, LLC.(3)

Blue Racer Midstream, LLC.

Dominion Energy, Inc.

Blue Racer Finance Corp.

Senior Unsecured

Notes

Senior Secured Credit Facility

50%

Overview(1)

Headquarters Dallas, TX

Founded 2012

Employees 164

Total Assets ~$2.3B

Senior Secured Credit Facility $1.0B

Senior Unsecured Notes $850MM

Senior Unsecured Notes Rating B3/B-

Senior Unsecured Notes Price/Yield(2) $101.8 / 5.75%

50%

Strong and Supportive Sponsors

Expansive footprint throughout Utica and Marcellus

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Blue Racer Midstream TimelineAccess to Capital Markets and Supportive Sponsors

December 2012Caiman & Dominion

form Blue Racer Midstream, a $1.4

Billion Joint Venture.

August 2013Natrium I

Processing & Fractionation

Complex Dropped Down to Blue Racer

August 2013Blue Racer closes $800MM Senior Secured Credit

Facility

June 2014Senior Secured Credit Facility

Upsized to $1.0B

November 2014$550MM Senior Notes Offering

July 2015$300MM Senior Notes Follow-on

Offering

Q2 2016 – Q4 2016Reinvested

~$120MM of distributions

March 2017Senior Secured

Credit facility amended and

extended to March 2022

$0

$20

$40

$60

$80

$100

$120

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800

WTI

[$/B

bl]

Proc

esse

d Vo

lum

es [M

Mcf

/d]

Processed Volumes WTI

Ability to grow through a challenging environment

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Safety and Operational Focus

n Safety-first culture– Consistent safety training– Perform safety reviews and employee performance

monitoring– Monitor KPIs

Safety Focused Culture Operational Results

n Operational excellence– Maintain focus on operational efficiencies– Monitor KPIs

1. Excludesplannedoutages

2015: 99% 2016: 99%

80%

85%

90%

95%

100%

105%

Run-time(1)

30-Day Run-time Adjusted

0.000.501.001.502.002.503.003.504.004.505.00

TRIR

OSHA TRIR (YTD) Target Goal = 1.46 12-Mo Rolling TRIR

11.94 6.10

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Pipeline System OverviewExtensive pipeline network allows efficient and economically

advantaged connectivity across rich and lean acreage

n Upstream– System currently serves 20 customers– Pipelines serve lean gathering, rich gathering and

condensate gatheringn Midstream

– Full value chain service– “Super-system” - largest network of gathering pipeline

spanning throughout the wet gas and lean Utica► ~400 miles of pipeline from Dominion► ~316 miles of pipeline constructed from formation

through 2016n Downstream

– Connectivity to multiple markets and end users maximizes producer netbacks

► Residue pipelines► NGL pipelines► Rail► Barge► Truck

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n Located in Northwest Monroe County, Ohio– 420 MMcf/d of processing capacity

► Two 210 MMcf/d cryogenic processing plants► Site can accommodate one additional processing

facility► Condensate: 10,000 Bbl/d of onsite stabilization

capacity

Facilities OverviewNatrium

n Located along the Ohio River in West Virginia– 450 MMcf/d of processing capacity

► Two cryogenic processing plants► 123,000 Bbl/d fractionation plant (C2+)► Site can accommodate up to four processing

plants► Condensate: 2,500 Bbl/d of onsite stabilization► Product takeaway facilities include pipeline, rail,

truck and barge

Berne

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Residue MarketsIncreased takeaway projects reduce basis

differentials and increase producer netbacksn Natrium

– Dominion Energy Transmission, Inc. (“DTI”)– Texas Eastern Transmission Company

(“TETCO”)– Rockies Express Pipeline (“REX”)

n Berne– TETCO

n Future Pipelines to provide ~6.2 Bcf/d of new capacity by the end of 2017

– Q317: Rover (Natrium and Berne)– Q417: Leach Xpress / Mountaineer Xpress

(Natrium)– Q417: NEXUS (Natrium and Berne)

1. IncludesWesternSystemsoldtoDEOonDecember1,2016Source:NortheastTakeawayProjectsfromBTUAnalytics1Q17NortheastGasOutlook;

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NGL MarketsIncreased takeaway projects help flatten seasonal

differentials and increase producer netbacksn Ethane

– Connection to ATEX, Mariner East I and Mariner West via G-151 and WPZ/OVM

n Propane– Connection to TEPPCO via G-150 – Connection to Mariner East II via G-150 (on ME

IIs completion)– On-site rail/truck loading– On-site barge loading

n Butanes– Connection to Mariner East II via G-150 (on ME

IIs completion)– On-site rail loading

n NGLs/Condensate– On-site rail loading– On-site barge loading– On-site truck loading

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Business Outlook

1. HalfcyclewellanalysiswithassumedF&D,midstream,operating,androyaltyexpenses.Strippricingasof02/09/17– WTI:2017:$54.95,2018:$55.82,2019:$55.33,2020:$55.27,2021+:$55.49//HHUB2017:$3.32,2018:$3.09,2019:$2.89,2020:$2.88,2021+$2.87.Futurepricedifferentialsapplied

Source:NYMEX– Dom.Southasof02/09/2017;BTUAnalytics– Dom.SouthfromBTUAnalytics4Q16NortheastGasOutlook

Improving Economics

Healthy Half Cycle Well Returns(1)

15%

37% 28% 32%

50% 59%

0%

10%

20%

30%

40%

50%

60%

70%

Condensate Western Central Eastern Core Utica Lean

[IRR

]

Condensate Western Central Eastern Core Utica Lean

Half Cycle Well Returns

n At assumed pricing, producers’ margins are attractive Continue to see an increase in permit and rig activity within our footprint

n Basis differentials continue to improve as access to demand centers increases

Commentary

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Increasing Processed Volumes

Financial Summary

Growing EBITDA

Scalable Capital Expenditures

1. VolumetricCommitmentsrepresentdeficientvolumesthatarenotprocessed

Focused on Leverage Reduction

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2013 2014 2015 2016

[MM

cf/d

]

$-

$50,000

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2013 2014 2015 2016

[$00

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(1.00)x

0.00x

1.00x

2.00x

3.00x

4.00x

5.00x

6.00x

Compliance Leverage Total Maximum Leverage Ratio

214% CAGR386% CAGR(1)

20% Reduction

~$1.6B spent to date

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U.S. Northeast Natural Gas Production Scenarios

05

1015202530354045

Prod

uctio

n (B

cf/d

)

Northeast

CutbackAdvance Growth Contraction

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Net Northeast Inflows (+) / Outflows (-)

RBN Source:PointLogic Energy

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Northeast Inflows/Outflows by Target Region

RBN Source:PointLogic Energy

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Northeast Project Timing & State/Federal Progress

ProjectsCapacity(MMcf/d)

CurrentOfficialISD

BTUAnalyticsISD

FERCFinalEIS/EA

FERCCertificateAppoval Notes

TGT- NorthernSupplyAccess 384 Mar-17 Mar-17 1/2016 3/2016

Requestedatwoyearextensiontobringonlinethelast100MMcf/dofcapacity;Havingdifficultymarketingthecapacityafterthepreviousholder,TriadHunter,wentbankrupt.

TCO- LeachXpress 1,500 Nov-17 Nov-17 9/2016 1/2017TreeclearingextensionrequestedandsubsequentlyreceivedbyFERC.Constructionactivitiesunderway

CGT- RayneExpress 1,000 Nov-17 Nov-17 9/2017 1/2017 Constructionstarted2/8/17

ETRover 3,250Jul-17(Ph1)Dec-17(Ph2)

Jul-17(Ph1)Dec-17(Ph2) 7/2016 2/2017

Treefellingcompletedpriorto3/31/2017deadline.Constructionontrack

Nexus 1,500 Mar-17 Nov-17 11/2015 (2/2017)FERCquorumrequiredbeforeCertification.DTEstandsbyQ42017in-servicedate

NFG-- NorthernAccess 497 Nov-17 - 3/2015 2/2017

DeniedrequiredwaterpermitbyNYDEC;Projecttimelinehighlyuncertain

AtlanticSunrise 1,700 Mid-18 Nov-18 3/2015 2/2017

Phase1compressorstationsunderconstruction.Phased-inofficialISD;partialin-service2H2017fullin-service11/1/18

PennEast 1,000 Nov-18 Nov-20 9/2015 (7/2017)NJDEPandArmyCorpsofEngineersreturnedapplicationasincomplete,JulyCertificatedecisionrequiresFERCquorum

AtlanticCoastPipeline 1,500 Nov-19 Nov-20 9/2015 (9/2017)

OfficialISDdelayedformQ42018toQ42019duetoprolongedFERCreviewprocess;receivedDEISon12/30/16

MountainValleyPipeline 2,000 Nov-18 Nov-20 10/2015 (9/2017) ReleaseofFEISdelayedbythreemonthsNote:Totalis14.3Bcfd.DateswithinparenthesesarescheduleddatespublishedbyFERC.Thesedatesaresubjecttorevision asprojecttimelineschange.

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Appalachia Takeaway Capacity – East Corridor

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Northeast Natural Gas Pipeline Projects (2017-2020)

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Summaryn Production growth from this world class resource is astonishing

– 5 Bcfd in 2011– 20 Bcfd in 2017– 25 Bcfd to 40 Bcfd projected 2022

n The northeast became a net exporter year round in 2015n Pipeline infrastructure is crucial to further improvement in basis

– 2017: 6.1 Bcfd– 2018: 3.2 Bcfd– 2020: 3.5 Bcfd

n Current and future markets are diverse– Southeast: 4.0 Bcfd– Midwest and Canada: 4.9 Bcfd– Gulf Coast: 4.0 Bcfd– East: 2.8 Bcfd– Waterborne: 0.7 Bcfd

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Blue Racer Midstream

Full-Value Midstream Provider Strategic Assets Located in Top Shale Plays

Experienced Management Team with Strong Equity

Ownership BaseLarge Growth Potential