EnLink Midstream, LLC entered into securities purchase agreement to acquire TOM-STACK from Tall Oak Midstream, LLC for $1.3 billion in cash and stock on December 6, 2015. The consideration is subject to certain customary adjustments for working capital, indebtedness, transaction expenses, equity capital and certain pre-closing extraordinary expenditures of, and certain interim tax amounts. Under the terms, EnLink will pay $684 million in cash and issue 14.7 million shares at closing. Enlink will also pay $219.32 million on or prior to the twelve month anniversary of the closing date. If the payment is made prior to the anniversary, EnLink shall pay to the Escrow Agent $133.86 million and if the payment is made after the anniversary, the adjustment will be made accordingly. Enlink will also pay $219.32 million on or prior to the 24 month anniversary of the closing date.

Either party can terminate the deal, if all closing conditions except the closing of the Private Placement have been satisfied by the outside date of March 31, 2016 and EnLink may terminate the deal if Unit Purchase Agreement is terminated or if the Private Placement fails to close. In either of the situations, EnLink will be required to pay a termination fee of $25 million, $42.5 million or $60 million, depending upon the date of the termination. The deal is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, execution of escrow agreement, closing of the acquisition by Devon Energy Corporation of Felix Energy, LLC, consummation of TOMPC Purchase Agreement, third party consent, listing of the shares and the closing of the Private Placement. The deal has been approved by the Board of Directors of EnLink and Conflicts Committee. The transaction was granted early termination by FTC as of December 18, 2015. The acquisition is expected to close in the first quarter of 2016.

Rodney L. Moore of Weil, Gotshal & Manges LLP acted as legal advisor while Jefferies LLC acted as financial advisor for EnLink. Alexander S. Grose of Wells Fargo Bank, National Association acted as escrow agent. Morgan Stanley & Co. LLC acted as financial advisor and was the primary advisor for the financing transactions. Evercore acted as financial advisor to EnLink's Conflicts Committee. Tim Kisling, Michael Jamieson and Claudio Sauer of Citi acted as financial advisors to Tall Oak Midstre. Jimmy Vallee, Kim Hicks Will Mabry, Andrew Deas, Greg Nelson, Sparks Lindsay, Scott Hataway, William DeGrandis, Lisa Ruston andMark Poerio. of Paul Hastings LLP acted as legal advisor to EnLink. Sarah E. McLean of Thompson & Knight LLP acted as legal advisor to EnCap Flatrock parent of Tall Oak Midstream. John B. Connally, Shay Kuperman, Ramey Layne, Tom Crichton, Todd Way, Sean Becker, Darin Schultz and Larry Pechacek of Vinson & Elkins LLP acted as legal advisors for Enlink. Ryan Maierson, Thomas Brandt, Carolyn Check, Sara-Ashley Hernandez, Jayne Wabeke, Tim Fenn and Bryant Lee of Latham & Watkins acted as legal advisors for EnLink. Morgan Stanley acted as financial advisor for Devon Energy, parent of Enlink.

EnLink Midstream, LLC completed the acquisition of TOM-STACK from Tall Oak Midstream, LLC on January 7, 2016.