TPG Capital acquires midstream water infrastructure company Goodnight for $930M

FILE - In this April 24, 2015 file photo, pumpjacks work in a field near Lovington, N.M. Thanks to more barrels of oil being pumped monthly from the Permian Basin, New Mexico is among the nation's top producing states. Industry officials in New Mexico on Wednesday, Jan. 3, 2018, is celebrating the latest figures released by the U.S. Energy Information Agency, saying billions of dollars of investment by energy companies in the state is paying off as production is reaching record highs. (AP Photo/Charlie Riedel, File)

Fort Worth and San Francisco-based TPG Capital, the private equity platform of TPG, announced March 11 it has acquired 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.”

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Dallas-based Goodnight Midstream is a 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. 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’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.

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