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TPG Capital Announces Acquisition of Goodnight Midstream

Experienced energy investor partners with leading produced water  management platform

  Transaction provides company with significant incremental capital to  accelerate growth

Dallas and Fort  Worth, Texas & San Francisco –  March  11, 2019 – TPG Capital, the private equity platform of global alternative  asset firm TPG, announced today it has signed a definitive agreement to acquire  a majority stake in Goodnight Midstream, a leading midstream produced water  infrastructure company, for approximately $930 million. TPG is acquiring the  company from Tailwater Capital and private investors. Existing shareholders,  including management, will retain a significant minority interest in the  company.

Under the terms of the transaction, TPG Capital and existing  shareholders have agreed to commit additional equity capital to support the  continued growth of the business. With additional growth equity and proceeds  from committed debt financing, the company will have access to more than $300  million of capital to fund continued expansion. The transaction is expected to  close in the second quarter and is subject to customary closing  conditions. 

“Our business is focused on building long-term innovative  and cost-effective produced water solutions,” said Patrick Walker, CEO of  Goodnight Midstream. “Our piped systems save our customers money while reducing  the environmental impact of oil and gas production. I’m proud of what our team  has accomplished in eight years and look forward to leveraging TPG’s strong  network and expertise in the midstream space as we continue to build the  mission critical infrastructure required by our world-leading E&P customers.”

Goodnight Midstream is a leading midstream provider of  oilfield water management infrastructure. Through an extensive network of more  than 420 miles of dedicated produced water gathering and transportation pipelines  and more than 50 saltwater disposal wells, Goodnight Midstream gathers,  transports, and disposes more than 350,000 barrels of produced water per day. With  more than 800,000 dedicated gross acres and more than 1.4 million barrels per  day of permitted water disposal capacity, the company is well positioned to  sustain high growth. Compared to traditional trucking, the company’s pipeline  infrastructure solutions help minimize environmental impact and allow for  safer, more reliable, and cost-effective produced water transportation and  disposal. Goodnight Midstream operates in the Permian, Bakken, and Eagle Ford, the  three largest oil-producing basins in North America, through long-term  contracts with some of the most active producers in these regions.

“The team at Goodnight Midstream has created a  differentiated approach to providing produced water services through a dynamic  midstream model,” said Christopher Ortega, Partner at TPG Capital. “As the  midstream water sector continues to develop and mature, we believe the company  is well positioned to emerge as a leading provider of scale. We’re excited to  support the company through its next chapter of growth.”

TPG’s energy team has a long history of partnering with  leading companies and strong management teams across the energy value chain.  Focused on building strategic platforms with significant growth potential, the  team’s investments have included Discovery Midstream, EnLink Midstream, Jonah  Energy and Copano Energy.

BMO Capital Markets served as financial advisor and Kirkland  & Ellis LLP served as legal counsel to TPG Capital. Jefferies LLC acted as  lead financial advisor and Credit Suisse Securities (USA), LLC served as joint  financial advisor to Goodnight Midstream. Vinson & Elkins LLP served as  legal counsel to Goodnight Midstream.

About Goodnight Midstream, LLC

Goodnight Midstream builds and  operates midstream oilfield water infrastructure for oil and gas producers. The  Company owns and operates an extensive network of water gathering pipelines and  saltwater disposal wells focused on gathering, transportation, 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. 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. For more information, please  visit www.goodnightmidstream.com.

About TPG

TPG is a leading global alternative asset firm founded  in 1992 with more than $103 billion of assets under management and offices  in Austin, Beijing, Boston, Dallas, Fort Worth, Hong Kong, Houston,  London, Luxembourg, Melbourne, Moscow, Mumbai, New York, San Francisco,  Seoul, and Singapore. TPG's investment platforms are across a wide range  of asset classes, including private equity, growth venture, real estate,  credit, and public equity. TPG aims to build dynamic products and options  for its investors while also instituting discipline and operational excellence  across the investment strategy and performance of its portfolio. For more  information, visit www.tpg.com

Media Contacts

Goodnight Midstream
Julie Walter
214-347-4454
jwalter@goodnightmidstream.com

TPG  Capital 
Luke Barrett
415-743-1550
media@tpg.com