Tall Oak Midstream Closes Two Credit Facilities Totaling $200 Million

Tall Oak Midstream

OKLAHOMA CITY – June 24, 2015 – Tall Oak Midstream, LLC (“Tall Oak”) announced today that its subsidiaries, TOMPC, LLC and TOM-STACK, LLC, have each closed a $75 million credit facility with accordion features that allow for expansions to $100 million. Formed in early 2014, Tall Oak is an independent midstream company focused on providing midstream services to oil and gas producers operating in the Mid-Continent. The senior secured facilities bring Tall Oak’s total debt capacity to $200 million. Together with $700 million in prior private equity commitments from EnCap Flatrock Midstream and Tall Oak’s founders, total financing capacity for Tall Oak I and Tall Oak II now stands at $900 million.

The new TOMPC credit facility replaces the prior TOMPC facility, which was set to mature on October 14, 2015. It will support planned expansions to Tall Oak’s natural gas gathering and processing system in the Central Northern Oklahoma Woodford (CNOW) play. The new TOM-STACK credit facility will help fund construction of Tall Oak’s recently announced crude oil gathering and transportation system in Oklahoma’s STACK play and the ongoing build-out of Tall Oak’s natural gas gathering and processing system in the STACK region. STACK is an acronym for the Sooner Trend, the Anadarko Basin and Oklahoma’s Canadian and Kingfisher counties. Both credit facilities mature on September 30, 2016.

“This additional financing enhances our capital structure and gives us the flexibility to construct our STACK crude oil system while we continue to expand our natural gas gathering and processing systems in both the STACK and the CNOW plays. This allows us to stay in front of producer demand for additional capacity across the region,” said Tall Oak CFO Max Myers. “We are very pleased to have the support of such an impressive banking group and particularly pleased to have the endorsement of two Oklahoma banks,” said Myers.

Six banks participated in each of the credit facilities with Capital One, N.A. acting as administrative agent and Capital One Securities serving as one of three joint lead arrangers alongside BBVA Compass and BancFirst. Amegy Bank National Association served as documentation agent. Additional participants are Bank of Oklahoma and KeyBank.

“Capital One is very pleased to serve as a lead arranger for these credit facilities,” said Stuart Gibson, managing director at Capital One Securities. “Tall Oak has demonstrated an exceptional ability to build and operate gathering and processing assets in the Mid-Continent, and we look forward to working with them as they continue to develop an impressive portfolio of assets in two of the most prolific hydrocarbon plays in the country.”

Paul Hastings LLP provided legal counsel to Tall Oak, and Sidley Austin LLP advised the underwriters. The two credit facilities closed on June 23, 2015.

About Tall Oak Midstream, LLC
Based in Oklahoma City, Tall Oak Midstream is an innovative midstream company led by its four founders: Ryan D. Lewellyn, CEO; Max J. Myers, CFO; Carlos P. Evans, CCO; and Lindel R. Larison, COO.  Tall Oak is dedicated to bringing a fresh perspective to serving oil and gas producers with a full suite of midstream services. Core capabilities include natural gas gathering, compression, treating and processing; crude oil gathering and transportation; condensate and water handling; and product marketing solutions.

About EnCap Flatrock Midstream
EnCap Flatrock Midstream provides value-added private equity capital to proven management teams focused on midstream infrastructure opportunities across North America. The firm was formed in 2008 by a partnership between EnCap Investments L.P. and Flatrock Energy Advisors. Based in San Antonio with offices in Oklahoma City and Houston, EnCap Flatrock is led by Managing Partners William D. Waldrip, Dennis F. Jaggi and William R. Lemmons Jr. The firm manages investment commitments of nearly $6 billion from a broad group of institutional investors. EnCap Flatrock is currently making commitments to new management teams from EFM Fund III, a $3 billion fund.


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