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Bracewell Represents Apache Corporation in Creation of $3.5 Billion Permian Midstream Company With Kayne Anderson Acquisition Corp.

HOUSTON In its third deal in six months involving a special purpose acquisition corporation (SPAC), Bracewell LLP is representing Apache Corporation in the contribution of its Alpine High midstream assets to Altus Midstream LP, a partnership jointly owned by Apache and Kayne Anderson Acquisition Corp. (KAAC). Apache will also contribute options to acquire equity in long-haul pipelines that are planned to reach from the Permian Basin to the Texas Gulf Coast.

At closing, Apache will receive interests representing approximately 71 percent of the ownership in KAAC, with the right to receive an additional 37.5 million Class A shares if certain share price and operational thresholds are met over the next five years. In connection with the transaction, KAAC will also sell $572 million of its Class A shares in a private placement, bringing its estimated market capitalization to approximately $3.5 billion following closing. KAAC will be renamed Altus Midstream Company following closing of the transaction, which is expected in the fourth quarter of 2018.

In 2016, Apache announced its discovery of the Alpine High play in the Permian Basin. Since that time, Apache has invested approximately $1 billion in constructing gathering and processing facilities to support its upstream development plans for the area. Apache’s partnership with KAAC will create the only publicly traded, pure-play Permian Basin midstream company that is a C-corporation in what is a landmark transaction for both companies.

Bracewell’s prior transactions involving a SPAC included serving as counsel to HPS Investment Partners, LLC and Kingfisher Midstream, LLC in a merger agreement among Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, LP. Bracewell is also representing Matlin & Partners Acquisition Corporation in its business combination with U.S. Well Services, LLC.

Bracewell lawyers involved in the Apache transaction include:

Partners: G. Alan Rafte, Jason M. Jean, Troy L. Harder, Elizabeth L. McGinley, Daniel E. Hemli, Bruce R. Jocz and Aaron P. Roffwarg

Senior Counsel: Steven J. Lorch

Counsel: Jacqueline R. Java

Associates: Derek A.B. Speck, W. Jared Berg and Patrick K. Johnson