Tall Oak Midstream Begins Construction of Natural Gas Gathering and Processing System in Oklahoma’s CNOW Play

  Tall Oak Midstream Begins Construction of Natural Gas Gathering and
  Processing System in Oklahoma’s CNOW Play

  *Initial plans call for 250 miles of gas gathering pipeline and a 75 MMcf/d
    cyrogenic processing plant with nitrogen rejection capabilities
  *American Energy – Woodford, LLC makes long-term acreage dedication to Tall
    Oak’s CNOW System
  *EnCap Flatrock Midstream’s equity commitment to Tall Oak increases to $400
    million

Business Wire

OKLAHOMA CITY -- June 25, 2014

Tall Oak Midstream, LLC (“Tall Oak”) announced today that the company will
build a natural gas gathering and processing system in the Central Northern
Oklahoma Woodford (“CNOW”) play. The system will serve multiple producers
targeting the play’s liquids-rich, stacked pay zones including the Mississippi
Lime, Woodford Shale and Cleveland formations. Tall Oak’s CNOW system will be
anchored by a long-term acreage dedication from American Energy – Woodford,
LLC (AEW), an affiliate of American Energy Partners, LP (AELP). The dedication
spans an area of approximately one million acres that covers all previously
undedicated acreage in Payne County and portions of Creek, Logan, Lincoln,
Noble and Pawnee counties. In addition, AEW contributed its existing gathering
lines in exchange for a minority interest in the Tall Oak CNOW system. AEW has
an option to increase its non-operating interest up to 50 percent in the
system.

“It’s a very exciting time to be working in the Mid-Continent,” said Tall Oak
Chief Executive Officer Ryan Lewellyn. “Drilling and production schedules
continue to climb, and the long-term outlook for the CNOW play is very
positive. We are excited about this opportunity and focused on providing AEW
and other producers in the area a near-term solution with reliable access to
multiple markets.”

Private Equity Support

Tall Oak is now supported by a total of $400 million in private equity
commitments from EnCap Flatrock Midstream (“EnCap Flatrock”) and Tall Oak’s
founders. EnCap Flatrock made an initial $100 million commitment to Tall Oak
in February and has since made additional commitments totaling $300 million.

AEW is supported by a total of $500 million in private equity commitments led
by The Energy & Minerals Group (“EMG”), AEW’s management team and others.

System Specifics and Market Access

Tall Oak’s initial CNOW System will include a 250-mile, low-pressure gas
gathering system with multiple compression sites and a state-of-the-art
cryogenic processing plant located in Payne County, Oklahoma. Tall Oak
acquired 60 miles of existing gas gathering pipeline from AEW to establish the
gathering footprint. Tall Oak’s new cryogenic processing facility, known as
the Battle Ridge Plant, is expected to be in service in December 2014. The
plant will have an initial capacity of 75 million cubic feet per day (MMcf/d)
and will include nitrogen rejection capabilities.

“The Battle Ridge facility is large enough to accommodate planned expansions,
which are expected to bring processing capacity to 300 MMcf/d as customer
demand increases,” said Carlos Evans, Tall Oak Midstream’s chief commercial
officer. “We look forward to expanding our system and services to provide
premium midstream solutions to producers in the CNOW area.”

Tall Oak’s CNOW System will provide direct access to premium downstream
markets including Southern Star Central Gas Pipeline and Enable Gas
Transmission for residue gas.

Legal Representation

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 McLean
leading that firm’s legal team from Thompson & Knight’s Houston office.

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. Visit
www.talloakmidstream.com for more information.

About American Energy Partners, LP:

American Energy Partners, LP was founded by Aubrey K. McClendon in April 2013
to capitalize on opportunities available in unconventional resource plays
onshore in the U.S. During the past nine months, the AELP platform has raised
committed equity and debt capital of approximately $10 billion to fund the
development of five play or strategy specific companies: American Energy –
Utica, LLC (AEU), American Energy – Woodford, LLC (AEW), American Energy –
NonOp, LLC (AENO), American Energy – Marcellus, LLC (AEM), and American Energy
– Permian Basin, LLC (AEPB). AEW is supported by a total of $500 million in
private equity commitments led by The Energy & Minerals Group (“EMG”), AEW’s
management team and others. Visit www.americanenergypartners.com and
www.emgtx.com for more information.

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. EnCap Flatrock Midstream is
based in San Antonio, Texas and Edmond, Oklahoma, and led by Managing Partners
William D. Waldrip, William R. Lemmons Jr. and Dennis F. Jaggi. With more than
100 years of midstream experience, the principals at EnCap Flatrock manage a
dedicated professional staff and investment commitments of nearly $6 billion
from a broad group of prestigious institutional investors. EnCap Flatrock is
currently making commitments to new management teams from EnCap Flatrock
Midstream Fund III, a $3 billion fund. Visit www.efmidstream.com for more
information.

About The Energy & Minerals Group:

EMG is the management company for a series of specialized private equity
funds. The firm was founded by John Raymond (majority owner and CEO) and John
Calvert in 2006. EMG focuses on investing across various facets of the global
natural resource industry including the upstream and midstream segments of the
energy complex. EMG has approximately $15.4 billion of regulatory assets under
management (RAUM) and approximately $6.6 billion in commitments have been
allocated across the energy sector since inception. For additional information
please visit www.emgtx.com.

Contact:

TEN|10 Group, LLC
Casey Nikoloric, 303-507-0510 (m) or 720-542-8832 (o)
Casey.Nikoloric@Ten10Group.com
 
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