Tall Oak Midstream Announces Formation of Tall Oak Midstream III, LLC

• The founders of Tall Oak Midstream (“Tall Oak”) have formed Tall Oak
  Midstream III, LLC (“Tall Oak III”) with an initial equity commitment
  of $200 million from EnCap Flatrock Midstream and management.
• Tall Oak III will pursue midstream opportunities across North America
  outside the Northwest portion of Oklahoma’s STACK play.

OKLAHOMA CITY–(BUSINESS WIRE)–#midstream—Tall
Oak Midstream, LLC (“Tall Oak” or “the Company”) today announced
that its founders have formed Tall Oak Midstream III, LLC (“Tall Oak
III”) with an initial equity commitment of up to $200 million from
private equity firm EnCap
Flatrock Midstream (“EnCap Flatrock”) and Tall Oak management. In
January 2016, Tall Oak sold its first venture to EnLink for $1.55
billion. At that time, the Company already had formed Tall Oak Midstream
II, LLC (“Tall Oak II”). Tall Oak II will continue to focus on operating
and expanding its midstream assets in the Northwest STACK play. The new
company, Tall Oak III, will pursue midstream opportunities across North
America outside the Northwest STACK. The formation of Tall Oak III
continues to leverage the management team’s deep midstream experience
and successful track record and builds on Tall Oak’s strong
relationships with oil and gas producers.

The Tall Oak II and Tall Oak III companies are led by Tall Oak’s four
founders: President and CEO Ryan
Lewellyn; Chief Commercial Officer Carlos
P. Evans; Chief Financial Officer Max
J. Myers; and Chief Operating Officer Lindel
R. Larison. The $200 million equity commitment to Tall Oak III is
the third commitment EnCap Flatrock has made to the Tall Oak management
team and brings total financing for Tall Oak II and Tall Oak III to more
than $600 million.

CEO Perspective

“EnCap Flatrock Midstream is an outstanding financial partner, and our
ongoing relationship has been extremely successful. Our collaboration
has allowed us to deliver world-class midstream solutions and service to
our customers. We look forward to building on the success we’ve had
together and anticipate further announcements about Tall Oak III in the
near future,” said Tall Oak President and CEO Ryan
D. Lewellyn.

From EnCap Flatrock Midstream

“EnCap Flatrock is proud to partner again with the Tall Oak management
team by supporting Tall Oak III,” said EnCap Flatrock Managing Partner
Dave Kurtz, a member of both the Tall Oak II and Tall Oak III boards of
directors. “Tall Oak’s management team is effective at producing results
for its customers in a very short period of time. They perform at the
highest level every single day and come in on time and on budget with
creative solutions that provide producers with optionality and the
highest possible netbacks.”

Legal Advisers

Paul Hastings LLP served as legal counsel to Tall Oak Midstream with
Jimmy Vallee, a partner in the firm’s Houston office, in the lead role.
Thompson & Knight LLP represented EnCap Flatrock Midstream with partner
Sarah E. McLean leading the legal team from the firm’s Houston office.

About Tall Oak Midstream II, LLC and Tall Oak Midstream III, LLC

Based in Oklahoma City, the Tall Oak companies are 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. Please visit www.talloakmidstream.com
for more information.

About EnCap Flatrock Midstream

EnCap Flatrock Midstream provides value-added growth 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. EnCap Flatrock is
based in San Antonio with offices in Oklahoma City and Houston. The firm
manages investment commitments of nearly $6 billion from a broad group
of institutional investors. EnCap Flatrock currently is making
commitments to new management teams from EFM Fund III, a $3 billion
fund. Please visit www.efmidstream.com
for more information.

Contacts

TEN|10
Group
Casey Nikoloric, Managing Principal
[email protected]
303.433.4397,
x101 o
303.507.0510 m