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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. )*
EnLink Midstream Partners, LP
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Global Infrastructure Management LLP
Attention: Joseph Blum
1345 Avenue of the Americas, 30th Floor,
New York, New York 10105
(212) 315-8100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
Global Infrastructure Investors III, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
183,189,051
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
183,189,051
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,189,051
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
52.3%
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14
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Type of Reporting Person
OO (Limited Liability Company)
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1
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
Global Infrastructure GP III, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
183,189,051
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
183,189,051
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,189,051
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
52.3%
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14
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Type of Reporting Person
PN
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2
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
GIP III Stetson Aggregator II, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
183,189,051
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
183,189,051
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,189,051
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
52.3%
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14
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Type of Reporting Person
PN
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3
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
GIP III Stetson Aggregator I, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
183,189,051
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
183,189,051
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,189,051
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
52.3%
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14
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Type of Reporting Person
PN
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4
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
GIP III Stetson GP, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
183,189,051
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
183,189,051
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,189,051
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
52.3%
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14
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Type of Reporting Person
OO (Limited Liability Company)
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5
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
GIP III Stetson I, L.P.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
183,189,051
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
183,189,051
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
183,189,051
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
52.3%
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14
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Type of Reporting Person
PN
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6
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
EnLink Midstream Manager, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
88,528,451
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
88,528,451
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,528,451
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
25.3%
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14
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Type of Reporting Person
OO (Limited Liability Company)
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7
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
EnLink Midstream, LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
88,528,451
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
88,528,451
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
88,528,451
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
25.3%
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14
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Type of Reporting Person
OO (Limited Liability Company)
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8
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
EnLink Midstream, Inc.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
20,280,252
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
20,280,252
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,280,252
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
5.8%
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14
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Type of Reporting Person
CO
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9
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CUSIP No.
29336U107
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13D
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1
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Names of Reporting Persons
Acacia Natural Gas Corp I, Inc.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
68,248,199
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
68,248,199
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
68,248,199
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13
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Percent of Class Represented by Amount in Row (11)
19.5%
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14
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Type of Reporting Person
CO
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10
Item 1.
Security and Issuer.
This statement on Schedule 13D (the “Schedule 13D”) relates to the Common Units Representing Limited Partnership Interests (the “Common Units”) of EnLink Midstream Partners, LP, a Delaware limited partnership (the “Issuer”) whose principal executive offices are located at 1722 Routh St., Suite 1300, Dallas, Texas 75201.
Item 2.
Identity and Background.
The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
Global Infrastructure Investors III, LLC (“Global Investors”),
Global Infrastructure GP III, L.P. (“Global GP”),
GIP III Stetson Aggregator II, L.P. (“Aggregator II”),
GIP III Stetson Aggregator I, L.P. (“Aggregator I”),
GIP III Stetson GP, LLC (“Stetson GP”),
GIP III Stetson I, L.P. (“Stetson I”),
EnLink Midstream Manager, LLC (“EnLink Midstream Manager”),
EnLink Midstream, LLC (“EnLink Midstream”),
EnLink Midstream, Inc. (“EMI”) and
Acacia Natural Gas Corp I, Inc. (“Acacia”).
Global GP is organized under the laws of the Cayman Islands. Each of the other Reporting Persons is organized under the laws of the State of Delaware. The business address of each of EnLink Midstream Manager, EnLink Midstream, EMI and Acacia is 1722 Routh Street, Suite 1300, Dallas, Texas 75201. The business address of each of the other Reporting Persons is c/o Global Infrastructure Management, LLC, 1345 Avenue of the Americas, 30th Floor, New York, New York 10105. The principal business of each of Global Investors, Global GP, Aggregator II, Aggregator I, Stetson GP and Stetson I is investing in securities, including of the Issuer. The principal business of each of EnLink Midstream Manager, EnLink Midstream, EMI and Acacia is holding equity securities and directing and managing the business operations of the entities in which it holds such equity securities.
Information with respect to the directors and officers of Global Investors, Stetson GP, EnLink Midstream Manager, EMI and Acacia (collectively, the “Related Persons”), including name, business address, present principal occupation or employment and citizenship is listed on the attached Schedule A, which is incorporated herein by reference. EnLink Midstream has no officers or directors and is managed by EnLink Midstream Manager.
During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
Source and Amount of Funds or Other Consideration.
In connection with the closing of the transactions contemplated by the purchase agreement, dated as of June 5, 2018, by and among Devon Gas Services, L.P., Southwestern Gas
11
Pipeline, L.L.C., EnLink Midstream Manager, acting solely in its individual capacity and not in its capacity as managing member of EnLink Midstream, Stetson I, GIP III Stetson II, L.P. (“Stetson II”) and, solely for certain purposes described therein, Devon Energy Corporation (the “Purchase Agreement”) as described in Item 4 herein, for aggregate consideration of $3,125,000,000, Southwestern Gas Pipeline, L.L.C. transferred 7,531,883 Common Units to Stetson I and Devon Gas Services, L.P. transferred (i) 115,495,669 common units representing limited liability company interests of EnLink Midstream to Stetson II and (ii) 87,128,717 Common Units and all of the outstanding limited liability company interests of EnLink Midstream Manager to Stetson I.
To fund a portion of the closing consideration, on July 18, 2018 Stetson I and Stetson II, as borrowers, and GIP III Stetson Holdings I, L.P. and GIP III Stetson Holdings II, L.P., as guarantors and pledgors, entered into a Credit Agreement (as amended to date, the “Credit Agreement”) with Goldman Sachs Lending Partners LLC, as Administrative Agent and Lender. As security for their obligations under the Credit Agreement, Stetson I and Stetson II pledged all of their Common Units, common units representing limited liability company interests of EnLink Midstream and limited liability company interests of EnLink Midstream Manager (collectively, the “Pledged Units”). All voting rights and rights to receive dividends or distributions with respect to the Pledged Units will remain with Stetson I and Stetson II unless an event of default under the Credit Agreement has occurred and is continuing.
Stetson I obtained the remainder of the funds to purchase the Common Units through a capital contribution from its partners.
Item 4.
Purpose of Transaction.
Purchase Agreement
On July 18, 2018, Stetson I purchased 94,660,600 Common Units and all of the outstanding limited liability company interests in EnLink Midstream Manager pursuant to the Purchase Agreement. EnLink Midstream Manager is the managing member of EnLink Midstream, which is the sole shareholder of each of Acacia and EMI. Acacia and EMI are the record holders of 68,248,199 and 20,280,252 Common Units, respectively, resulting in Stetson I beneficially owning 183,189,051 Common Units in the aggregate as a result of the transactions contemplated by the Purchase Agreement (the “Unit Purchase”).
Director Designation Rights
Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of the General Partner (the “GP LLC Agreement”), EMI has the right to elect the members of the board of directors (the “Board”) of EnLink Midstream GP, LLC, the general partner of the Issuer (the “General Partner”); provided that one member of the Board of the General Partner shall be elected or approved pursuant to that certain Board Representation Agreement dated as of January 7, 2016 (the “Board Representation Agreement”), to which the General Partner and EMI are parties. In addition, under the GP LLC Agreement, Stetson I has the power to modify the
numbers of votes allocated to any director (other than an independent director), which allocation may be disproportionate among the directors so long as each director has at least one vote. Following the completion of the Unit Purchase, Stetson I caused EMI to appoint William J.
12
Brilliant, William A. Woodburn and Matthew C. Harris as members of the Board of the General Partner. Barry E. Davis, Leldon E. Echols, Michael J. Garberding, Scott A. Griffiths, Christopher Ortega and Kyle D. Vann will continue to serve on the Board of the General Partner.
Amended MLP LPA
The Ninth Amended and Restated Agreement of Limited Partnership of the Issuer, as amended (the “Amended MLP LPA”), contains various provisions with respect to the Common Units governing, among other matters, voting, distributions, transfers, the General Partner’s limited call right and allocations of profits and losses to the partners, including Stetson I.
Unitholder Agreement
Upon consummation of the Unit Purchase, Stetson I and the Issuer executed a joinder to the Unitholder Agreement, dated as of March 7, 2014, by and among Devon Energy Corporation, Devon Gas Corporation, Devon Gas Services, L.P., Southwestern Gas Pipeline, Inc. and the Issuer (the “Unitholder Agreement”). Pursuant to the Unitholder Agreement, the Issuer has granted Stetson I certain demand and piggyback registration rights with respect to the Common Units. Such rights will terminate once Stetson I and its affiliates cease to hold any Registrable Securities (as defined in the Unitholder Agreement).
The foregoing descriptions of the Purchase Agreement, GP LLC Agreement, Board Representation Agreement, Amended MLP LPA and Unitholder Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, which are attached as exhibits to this Schedule 13D and are incorporated herein by reference.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. Consistent with prior disclosures made by EnLink Midstream and the Issuer, the Reporting Persons are evaluating a range of potential reorganization transactions involving EnLink Midstream, the Issuer and their subsidiaries, including, among other things, potential reorganization transactions to streamline and simplify the organizational structures of EnLink Midstream and the Issuer, improve their equity and debt cost of capital and facilitate financing of growth opportunities. In addition, the Reporting Persons and their designees to the Board may engage in discussions with management, the Board, and securityholders of the Issuer and other
relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Units; sales or
13
acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies and unitholders, as applicable, or that any such transaction would be successfully implemented.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)—(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5.
Interest in Securities of the Issuer.
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of Common Units and percentage of Common Units beneficially owned by each of the Reporting Persons, as well as the number of Common Units as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 350,245,506 Common Units outstanding as of June 1, 2018:
|
Reporting Person
|
|
Amount
beneficially
owned
|
|
Percent
of class
|
|
Sole
power to
vote or to
direct the
vote
|
|
Shared
power to
vote or to
direct the
vote
|
|
Sole power
to dispose
or to direct
the
disposition
|
|
Shared
power to
dispose or to
direct the
disposition
|
|
|
Global Infrastructure Investors III, LLC
|
|
183,189,051
|
|
52.3
|
%
|
0
|
|
183,189,051
|
|
0
|
|
183,189,051
|
|
|
Global Infrastructure GP III, L.P.
|
|
183,189,051
|
|
52.3
|
%
|
0
|
|
183,189,051
|
|
0
|
|
183,189,051
|
|
|
GIP III Stetson Aggregator II, L.P.
|
|
183,189,051
|
|
52.3
|
%
|
0
|
|
183,189,051
|
|
0
|
|
183,189,051
|
|
|
GIP III Stetson Aggregator I, L.P.
|
|
183,189,051
|
|
52.3
|
%
|
0
|
|
183,189,051
|
|
0
|
|
183,189,051
|
|
|
GIP III Stetson GP, LLC
|
|
183,189,051
|
|
52.3
|
%
|
0
|
|
183,189,051
|
|
0
|
|
183,189,051
|
|
|
GIP III Stetson I, L.P.
|
|
183,189,051
|
|
52.3
|
%
|
0
|
|
183,189,051
|
|
0
|
|
183,189,051
|
|
|
EnLink Midstream Manager, LLC
|
|
88,528,451
|
|
25.3
|
%
|
0
|
|
88,528,451
|
|
0
|
|
88,528,451
|
|
|
EnLink Midstream, LLC
|
|
88,528,451
|
|
25.3
|
%
|
0
|
|
88,528,451
|
|
0
|
|
88,528,451
|
|
|
EnLink Midstream, Inc.
|
|
20,280,252
|
|
5.8
|
%
|
0
|
|
20,280,252
|
|
0
|
|
20,280,252
|
|
|
Acacia Natural Gas Corp I, Inc.
|
|
68,248,199
|
|
19.5
|
%
|
0
|
|
68,248,199
|
|
0
|
|
68,248,199
|
|
Acacia and EMI are the record holders of 68,248,199 and 20,280,252 Common Units, respectively. EnLink Midstream Manager is the managing member of EnLink Midstream, which is the sole shareholder of each of Acacia and EMI. As a result, each of EnLink Midstream Manager and EnLink Midstream may be deemed to share beneficial ownership of the Common Units held by Acacia and EMI.
14
Stetson I is the record holder of 94,660,600 Common Units. In addition, Stetson I is the sole member of EnLink Midstream Manager and may be deemed to share beneficial ownership of the Common Units beneficially owned by EnLink Midstream Manager.
Global Investors is the sole general partner of Global GP, which is the general partner of each of Aggregator I and Aggregator II, which are the managing members of Stetson GP, which is the general partner of Stetson I. As a result, Global Investors, Global GP, Aggregator I, Aggregator II and Stetson GP may be deemed to share beneficial ownership of the Common Units beneficially owned by Stetson I. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O’Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Common Units beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership.
(c)
Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Units.
(d)
None.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 3 above summarizes certain provisions of the Credit Agreement and is incorporated herein by reference. Item 4 above summarizes certain provisions of the Purchase Agreement, GP LLC Agreement, Board Representation Agreement, Amended MLP LPA and Unitholder Agreement and is incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.
Materials to be Filed as Exhibits
|
Exhibit
Number
|
|
Description
|
|
1
|
|
Joint Filing Agreement.
|
|
|
|
|
|
2
|
|
Credit Agreement, dated as of July 18, 2018, among GIP III Stetson Holdings I, L.P. and GIP III Stetson Holdings II, L.P., as parents, GIP III Stetson I, L.P. and GIP III Stetson II, L.P., as borrowers, the lenders party thereto, Goldman Sachs Lending Partners LLC, as administrative agent, and Wilmington Trust, National Association, as collateral agent.
|
15
|
3
|
|
Purchase Agreement, dated June 5, 2018, by and among Devon Gas Services, L.P., Southwestern Gas Pipeline, L.L.C., EnLink Midstream Manager, LLC, acting solely in its individual capacity and not in its capacity as managing member of EnLink Midstream, LLC, GIP III Stetson I, L.P., GIP III Stetson II, L.P. and, solely for certain purposes described therein, Devon Energy Corporation (incorporated by reference to Exhibit 2.1 to the Devon Energy Corporation Current Report on Form 8-K filed on June 7, 2018).
|
|
|
|
|
|
4
|
|
Fourth Amended and Restated Limited Liability Company Agreement of EnLink Midstream GP, LLC, dated as of July 18, 2018 (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on July 23, 2018).
|
|
|
|
|
|
5
|
|
Board Representation Agreement, dated as of January 7, 2016, by and among EnLink Midstream GP, LLC, EnLink Midstream Partners, LP, EnLink Midstream, Inc. and TPG VII Management, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on January 12, 2016).
|
|
|
|
|
|
6
|
|
Ninth Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated as of September 21, 2017 (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on September 21, 2017).
|
|
|
|
|
|
7
|
|
Amendment No. 1 to Ninth Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated as of December 12, 2017 (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on December 14, 2017).
|
|
|
|
|
|
8
|
|
Unitholder Agreement, dated as of March 7, 2014, by and among Devon Energy Corporation, GIP III Stetson I, L.P. (as successor-in-interest to Devon Gas Services, L.P. and Southwestern Gas Pipeline, Inc. pursuant to that certain Joinder Agreement, dated July 18, 2018), EnLink Midstream GP, LLC (formerly known as Crosstex Energy GP, LLC), and EnLink Midstream Partners, LP (formerly known as Crosstex Energy, L.P.) (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on March 11, 2014).
|
16
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date
: July 30, 2018
|
|
GLOBAL INFRASTRUCTURE INVESTORS III, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew Harris
|
|
|
Name:
|
Matthew Harris
|
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
|
GLOBAL INFRASTRUCTURE GP III, L.P.
|
|
|
By: Global Infrastructure Investors III, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew Harris
|
|
|
Name:
|
Matthew Harris
|
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
|
GIP III STETSON AGGREGATOR II, L.P.
|
|
|
By: Global Infrastructure GP III, L.P.
|
|
|
By: Global Infrastructure Investors III, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew Harris
|
|
|
Name:
|
Matthew Harris
|
|
|
Title:
|
Partner
|
17
|
|
GIP III STETSON AGGREGATOR I, L.P.
|
|
|
By: Global Infrastructure GP III, L.P.
|
|
|
By: Global Infrastructure Investors III, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew Harris
|
|
|
Name:
|
Matthew Harris
|
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
|
GIP III STETSON GP, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew Harris
|
|
|
Name:
|
Matthew Harris
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
GIP III STETSON I, L.P.
|
|
|
By: GIP III Stetson GP, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Matthew Harris
|
|
|
Name:
|
Matthew Harris
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
ENLINK MIDSTREAM MANAGER, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael J. Garberding
|
|
|
Name:
|
Michael J. Garberding
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
ENLINK MIDSTREAM, LLC
|
|
|
By: EnLink Midstream Manager, LLC, its managing member
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael J. Garberding
|
|
|
Name:
|
Michael J. Garberding
|
|
|
Title:
|
President and Chief Executive Officer
|
18
|
|
ENLINK MIDSTREAM, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael J. Garberding
|
|
|
Name:
|
Michael J. Garberding
|
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
ACACIA NATURAL GAS CORP I, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael J. Garberding
|
|
|
Name:
|
Michael J. Garberding
|
|
|
Title:
|
President and Chief Executive Officer
|
19
SCHEDULE A
The name, present principal occupation or employment and citizenship of each of the executive officers and directors of Global Infrastructure Investors III, LLC, EnLink Midstream Manager, LLC, EnLink Midstream, Inc. and Acacia Natural Gas Corp I, Inc., and the members of the Board of Managers of GIP III Stetson GP, LLC, are set forth below. Unless otherwise noted, the business address of each individual affiliated with Global Infrastructure Investors III, LLC is c/o Global Infrastructure Management, LLC, 1345 Avenue of the Americas, 30th Floor, New York, New York 10105 and the business address of each other individual is 1722 Routh Street, Suite 1300, Dallas, Texas 75201.
Global Infrastructure Investors III, LLC
|
Name
|
|
Present Principal Occupation or
Employment
|
|
Citizenship
|
|
Adebayo Ogunlesi
|
|
Managing Partner / Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
Joseph Blum
|
|
General Counsel and Chief Compliance Officer of Global Infrastructure Partners
|
|
United States
|
|
Jonathan Bram
|
|
Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
William Brilliant
|
|
Partner of Global Infrastructure Partners
|
|
United States
|
|
Matthew Harris
|
|
Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
Scott Hatton
|
|
Partner of Global Infrastructure Partners
|
|
United States
|
|
Michael McGhee
|
|
Founding Partner of Global Infrastructure Partners
|
|
United Kingdom
|
|
Gary Pritchard
|
|
Partner of Global Infrastructure Partners
|
|
United States
|
|
Rajaram Rao
|
|
Partner of Global Infrastructure Partners
|
|
United Kingdom
|
|
William Woodburn
|
|
Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
Salim Samaha
|
|
Partner of Global Infrastructure Partners
|
|
United States
|
|
Robert Stewart
|
|
Partner of Global Infrastructure Partners
|
|
Australia
|
|
Mark Levitt
|
|
Chief Operating Officer of Global Infrastructure Partners
|
|
United States
|
|
Gregg Myers
|
|
Managing Director of Finance and Accounting of Global Infrastructure Partners
|
|
United States
|
|
Robert O’Brien
|
|
Chief Risk Officer of Global Infrastructure Partners
|
|
United States
|
GIP III Stetson GP, LLC
|
Name
|
|
Present Principal Occupation or
Employment
|
|
Citizenship
|
|
Adebayo Ogunlesi
|
|
Managing Partner / Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
Jonathan Bram
|
|
Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
William Brilliant
|
|
Partner of Global Infrastructure Partners
|
|
United States
|
|
Matthew Harris
|
|
Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
Mark Levitt
|
|
Chief Operating Officer of Global Infrastructure Partners
|
|
United States
|
EnLink Midstream Manager, LLC
|
Name
|
|
Present Principal Occupation or
Employment
|
|
Citizenship
|
|
Barry E. Davis
|
|
Director and Executive Chairman of EnLink Midstream Manager, LLC
|
|
United States
|
|
Michael J. Garberding
|
|
President and Chief Executive Officer and Director of EnLink Midstream Manager, LLC
|
|
United States
|
|
Eric D. Batchelder
|
|
Executive Vice President and Chief Financial Officer of EnLink Midstream Manager, LLC
|
|
United States
|
|
Benjamin D. Lamb
|
|
Executive Vice President and Chief Operating Officer of EnLink Midstream Manager, LLC
|
|
United States
|
|
Alaina K. Brooks
|
|
Executive Vice President, Chief Legal and Administrative Officer, and Secretary of EnLink Midstream Manager, LLC
|
|
United States
|
|
McMillan (Mac) Hummel
|
|
Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC
|
|
United States
|
|
William Brilliant
|
|
Partner of Global Infrastructure Partners
|
|
United States
|
|
Matthew Harris
|
|
Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
William Woodburn
|
|
Founding Partner of Global Infrastructure Partners
|
|
United States
|
|
James C. Crain*
|
|
Investor
|
|
United States
|
|
Leldon E. Echols
|
|
Director of Trinity Industries, Inc. and Holly Frontier Corporation
|
|
United States
|
|
Rolf A. Gafvert*
|
|
Director of EnLink Midstream Manager, LLC
|
|
United States
|
* The business address of this individual is 300 Crescent Court, Suite 900, Dallas, Texas 75201
EnLink Midstream, Inc.
|
Name
|
|
Present Principal Occupation or
Employment
|
|
Citizenship
|
|
Barry E. Davis
|
|
Director and Executive Chairman of EnLink Midstream Manager, LLC
|
|
United States
|
|
Michael J. Garberding
|
|
President and Chief Executive Officer of EnLink Midstream Manager, LLC
|
|
United States
|
|
Eric D. Batchelder
|
|
Executive Vice President and Chief Financial Officer of EnLink Midstream Manager, LLC
|
|
United States
|
|
Benjamin D. Lamb
|
|
Executive Vice President and Chief Operating Officer of EnLink Midstream Manager, LLC
|
|
United States
|
|
Alaina K. Brooks
|
|
Executive Vice President, Chief Legal and Administrative Officer, and Secretary of EnLink Midstream Manager, LLC
|
|
United States
|
|
McMillan (Mac) Hummel
|
|
Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC
|
|
United States
|
Acacia Natural Gas Corp I, Inc.
|
Name
|
|
Present Principal Occupation or
Employment
|
|
Citizenship
|
|
Barry E. Davis
|
|
Director and Executive Chairman of EnLink Midstream Manager, LLC
|
|
United States
|
|
Michael J. Garberding
|
|
President and Chief Executive Officer of EnLink Midstream Manager, LLC
|
|
United States
|
|
Eric D. Batchelder
|
|
Executive Vice President and Chief Financial Officer of EnLink Midstream Manager, LLC
|
|
United States
|
|
Benjamin D. Lamb
|
|
Executive Vice President and Chief Operating Officer of EnLink Midstream Manager, LLC
|
|
United States
|
|
Alaina K. Brooks
|
|
Executive Vice President, Chief Legal and Administrative Officer, and Secretary of EnLink Midstream Manager, LLC
|
|
United States
|
|
McMillan (Mac) Hummel
|
|
Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC
|
|
United States
|