Goodnight Midstream Acquired by TPG Capital

March 13, 2019

Willkie is representing the management team of Goodnight Midstream, a provider of oilfield water management infrastructure services, in the $930 million transaction.

Willkie is representing the management team of Goodnight Midstream (Goodnight), a provider of oilfield water management infrastructure services, in connection with the acquisition by private equity firm TPG Capital of a majority stake in Goodnight for a purchase price of $930 million. 

Goodnight’s management team and its former private equity sponsor, Tailwater Capital, will rollover a portion of their existing equity and will collectively retain a significant minority interest in Goodnight. Goodnight gathers, transports and disposes of around 350,000 barrels of oil and gas waste water a day and has current operations in the Bakken shale play in North Dakota and the Permian and Eagle Ford shale plays in Texas. In addition to the acquisition, TPG and Tailwater have committed additional growth equity capital to expand Goodnight’s pipeline network, which currently consists of more than 420 miles. Together with proceeds from committed debt financing, the equity commitment will provide more than $300 million of capital to fund expansion. 

The transaction is representative of the increased role of private equity in providing growth capital to the oil and gas midstream space, including the pipeline infrastructure needed to gather, transport and dispose of the large volumes of water used in the hydraulic fracturing process that is critical to the development of the U.S. shale plays. 

The transaction was handled by partners Michael De Voe Piazza, Robert Jacobson and Michael Katz, and associates Will Thanheiser and Yaniv Maman.