UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 23, 2015
ENLINK MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
DELAWARE | | 001-36340 | | 16-1616605 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (Commission File
Number) | | (I.R.S. Employer Identification No.) |
2501 CEDAR SPRINGS RD.
DALLAS, TEXAS | | 75201 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (214) 953-9500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
The text in Item 7.01 of this Current Report on Form 8-K regarding the issuance in kind by EnLink Midstream Partners, LP (the “Partnership”) of additional Class C Common Units, and the text in Item 5.03 of the Partnership’s Current Report on Form 8-K, dated March 16, 2015, filed with the Securities and Exchange Commission on March 16, 2015, regarding the terms of the Class C Common Units (as defined therein), is incorporated into this item by reference. The Partnership will issue the 99,794 additional Class C Common Units on May 14, 2015 in a private transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and certain rules and regulations promulgated under that section.
Item 7.01. Regulation FD Disclosure.
On April 23, 2015, the Partnership issued a press release announcing that on May 14, 2015, it will pay a quarterly distribution of (i) $0.38 per common unit to its common unitholders of record on May 1, 2015, (ii) an aggregate amount of 99,794 additional Class C Common Units issued in kind to its Class C Common Unitholders of record on May 1, 2015 and (iii) $0.182 per Class D Common Unit to its Class D Common Unitholders of record on May 1, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached exhibit shall be deemed to be furnished and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached exhibit is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
EXHIBIT
NUMBER | | | | DESCRIPTION |
| | | | |
99.1 | | — | | Press Release dated April 23, 2015. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENLINK MIDSTREAM PARTNERS, LP |
| |
| By: | EnLink Midstream GP, LLC, |
| | its General Partner |
| |
| |
Date: April 23, 2015 | By: | /s/ Michael J. Garberding |
| | Michael J. Garberding |
| | Executive Vice President and |
| | Chief Financial Officer |
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INDEX TO EXHIBITS
EXHIBIT
NUMBER | | | | DESCRIPTION |
| | | | |
99.1 | | — | | Press Release dated April 23, 2015. |
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