Tailwater Capital Announces Recapitalization of Goodnight Midstream

TPG to Acquire Majority Stake in Company

Tailwater to Retain Significant Minority Interest, Remain Active Partner in Company’s Continued Growth

DALLAS, March 11, 2019 – Tailwater Capital LLC (“Tailwater”), an energy-focused private equity firm based in Dallas, announced today it has signed definitive agreements to a sell a majority stake in Goodnight Midstream LLC (the “Company”), a leading midstream produced water company, for approximately $930 million. This transaction provides the Company access to more than $300 million of growth capital to fund continued expansion. As part of the transaction, TPG Capital will acquire a majority stake and Tailwater and other current investors will retain a significant minority investment.

Since first partnering with Tailwater in 2016, Goodnight Midstream has expanded operations from North Dakota into the Permian and Eagle Ford basins of Texas. The Company’s substantial commercial backlog positions the business for sustained growth in 2019 and beyond, as evidenced by the recent operational ramp up of its Llano and Rattlesnake pipeline systems in the Delaware Basin.

“We value our partnership with Patrick and the team at Goodnight Midstream, and we are extremely pleased with the rapid growth and platform expansion the Company has experienced to the benefit of its producer partners,” said Jason Downie, Managing Partner at Tailwater Capital. “We look forward to continuing to work with Patrick and the team at TPG to further position Goodnight as a leading provider of produced water infrastructure.”

“In the current market environment, increased demand for produced water systems continues to create compelling opportunities for additional market capture,” said Joel Fry, Partner at Tailwater Capital. “Goodnight’s reputation for reliability, flexible midstream solutions and high-quality service has differentiated the Company and today’s recapitalization provides the business significant runway to meet its ambitious growth objectives.”

Goodnight Midstream provides mission-critical infrastructure to its highly active producer customers in the most prolific oil basins of the United States, including the Delaware, Midland, Bakken and Eagle Ford. The Company leverages more than 420 miles of dedicated produced water gathering and transportation pipelines across an integrated network of disposal facilities. The Company’s pipeline infrastructure solutions help minimize environmental impact and allow for safer, more reliable and cost-effective produced water transportation and disposal.

“Our partnership with Tailwater over the past few years has been essential in helping us to position our business. The firm’s basin-specific experience, strong blue-chip producer relationships and operational knowledge have been a catalyst for continued growth,” said Patrick Walker, Chief Executive Officer of Goodnight Midstream. “As we continue to expand our footprint in the most active basins in the United States, this capital support will enhance our ability to provide innovative produced water solutions to our customers.”

Jefferies LLC acted as lead financial advisor and Credit Suisse Securities (USA), LLC served as joint financial advisor to Goodnight Midstream in connection with the transaction. Vinson & Elkins LLP served as legal counsel to Goodnight Midstream.

About Goodnight Midstream LLC

Goodnight Midstream provides oilfield water infrastructure to oil and gas producers. The Company owns and operates an extensive network of water gathering pipelines and saltwater disposal wells focused on gathering and disposing of produced saltwater for its customers. Goodnight’s midstream approach minimizes environmental impact and improves health and safety while lowering lease operating expense and improving reliability for its customers. The Company is supported by a team of highly experienced engineers and operating professionals. Goodnight Midstream operates in the most active basins in the United States with significant positions in the Permian Basin and the Bakken Formation as well as an expanding footprint in the Eagle Ford Shale and the Powder River Basin. For more information, please visit www.goodnightmidstream.com.

About Tailwater Capital LLC

Dallas-based Tailwater Capital is a growth-oriented energy private equity firm with a well-established track record of working constructively with proven management teams to deliver value-added solutions. Tailwater currently manages more than $2.7 billion in committed capital and the team has executed more than 100 energy transactions in the upstream and midstream sectors representing over $19 billion in transaction value. For more information, please visit www.tailwatercapital.com.