Deal Description: On February 25, 2019, Matador Resources Company (NYSE: MTDR) (“Matador”) announced the formation of San Mateo Midstream II, LLC (“San Mateo II”), a midstream joint venture between a wholly-owned subsidiary of Matador and a subsidiary of Five Point Energy LLC (“Five Point”). San Mateo II was formed to expand the existing Black River Processing Plant and construct gathering and salt water disposal systems to serve the Stateline and the Greater Stebbins asset areas (the “Midstream Assets”). Matador and Five Point will own 51% and 49% of San Mateo II, respectively, and Matador will operate San Mateo II and the Midstream Assets. Matador will receive a capital carry such that Matador will pay only $25 million of the first $150 million in capital expenditures related to this expansion. Additionally, Matador may earn up to $150 million in deferred performance incentives over the next five years as Matador executes its operational plans in and around the Stateline and the Greater Stebbins asset areas.

San Mateo II is similar in structure to San Mateo Midstream, LLC (“San Mateo I”), the existing joint venture of a wholly-owned subsidiary of Matador and a different subsidiary of Five Point. San Mateo I provides midstream services to Matador and other customers in the Wolf and Rustler Breaks asset areas.

For more information please, see Matador’s news release.

Baker Botts represented Matador in connection with the formation of San Mateo II.

Client: Matador Resources Company

In-House Counsel for Matador Resources Company: Craig Adams, Brian Willey, Tara Flume and Kyle Ellis

Outside Midstream Contract Counsel to Matador Resources Company: Locke Lord LLP

Outside Counsel to Five Point Energy: Skadden, Arps, Slate, Meagher & Flom LLP

Baker Botts Lawyers/Office Involved:

Corporate: Preston Bernhisel (Partner, Dallas); Jon Platt (Partner, Dallas); Rosemary Maberry (Associate, Dallas); Cale Curtin (Associate, Dallas)

Finance: Luke Weedon (Partner, Dallas), Andrew Thomison (Partner, Houston)

Tax: Steve Marcus (Partner, Dallas); Jordan Hahn (Associate, Dallas)

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