Item 1. Security and Issuer.
This Schedule 13D (the “Schedule 13D”) relates to Common Units, no par value, of the Issuer. The principal executive offices of the Issuer are located at 2501 Cedar Springs Road, Dallas, Texas 75201.
Item 2. Identity and Background.
(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:
| i. | | The Goldman Sachs Group, Inc., a Delaware corporation (“GS Group”); |
| ii. | | Goldman Sachs & Co. LLC, a New York limited liability company (“Goldman Sachs”); |
| iii. | | West Street International Infrastructure Partners III, L.P., a Cayman Islands exempted limited partnership (“WS International”); |
| iv. | | West Street European Infrastructure Partners III, L.P., a United Kingdom limited partnership (“WS European”); |
| v. | | West Street Global Infrastructure Partners III, L.P., a Delaware limited partnership (“WS Global”); |
| vi. | | Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“BS Principal”); |
| vii. | | West Street Energy Partners Offshore – B AIV-1, L.P., a Cayman Islands exempted limited partnership (“WS Offshore B”); |
| viii. | | West Street Energy Partners AIV-1, L.P., a Delaware limited partnership (“WS AIV”); |
| ix. | | West Street Energy Partners Offshore AIV-1, L.P., a Cayman Islands exempted limited partnership (“WS Offshore AIV”) |
| x. | | West Street Energy Partners Offshore Holding – B AIV-1, L.P., a Cayman Islands exempted limited partnership (“WS Holding B”); |
| xi. | | Broad Street Infrastructure Advisors III, L.L.C., a Delaware limited liability company (“BS Infrastructure”); |
| xii. | | Broad Street Energy Advisors AIV-1, L.L.C., a Delaware limited liability company (“BS Energy AIV” and together with the entities listed in (i) through (xi), the “GS Entities”); |
| xiii. | | WSIP Egypt Holdings, LP, a Delaware limited partnership (“WSIP”); and |
| xiv. | | WSEP Egypt Holdings, LP, a Delaware limited partnership ((“WSEP”) and together with the entities listed in (i) through (xiii), the “Reporting Persons”). |
The GS Entities are the direct or indirect beneficial owners of WSIP and WSEP (the “GS Investors”), which hold 100 shares of common stock, and have appointed one of the two board members, of Enfield Holdings Advisors, Inc., a Delaware corporation (“Enfield Holdings Advisors”). Enfield Holdings Advisors is the general partner of Enfield Holdings, L.P. (“Enfield Holdings”), which directly holds 58,728,994 Series B Preferred Units of ENLK (which are convertible into 67,538,343 Common Units of the Issuer). Because of the relationship by and between the GS Entities, WSIP and WSEP on the one hand and Enfield Holdings on the other hand, the GS Entities, WSIP and WSEP may be deemed to share beneficial ownership of the Common Units. The remaining shares of common stock of Enfield Holdings Advisors are held by, and the remaining director of Enfield Holdings Advisors is appointed by, affiliates of TPG Global, LLC (“TPG Global”, and together with the Reporting Persons, the “Sponsors”).
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 99.1.
(b) The address of the principal business office of each of the Reporting Persons is 200 West Street New York, NY 10282-2198.
(c) GS Group is a bank holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking, securities and investment management firm. Goldman Sachs is an investment banking firm and a member of the New York Stock Exchange and other national exchanges. Goldman Sachs is a wholly-owned subsidiary of GS Group.
BS Infrastructure is principally engaged in the business of being the general partner of WS International, WS European, WS Global and WSIP. BS Energy AIV is principally engaged in the business of being the general partner of WS Offshore B, WS Offshore AIV, WS Holding B and WSEP. Each of WS International, WS European, WS Global, BS Principal, WS Offshore B, WS AIV, WS Offshore AIV, WS Holding B, WSIP, and WSEP was formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component.
The name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of BS Infrastructure and BS Energy AIV, are set forth in Schedule II-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Infrastructure Investment Committee of the Merchant Banking Division of Goldman Sachs, which is responsible for making all investment decisions for each of WS International, WS European, WS Global, WSIP and BS Infrastructure on behalf of Goldman Sachs, are set forth in Schedule II-B hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman Sachs, which is responsible for making all investment decisions for each of BS Principal, WS Offshore B, WS AIV, WS Offshore AIV, WS Holding B, WSEP and BS Energy AIV on behalf of Goldman Sachs, are set forth in Schedule II-C hereto and are incorporated herein by reference.
(d)–(e) During the last five years, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule I, II-A, II-B or II-C, hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule III hereto, 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.
The information set forth in or incorporated by reference in Items 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
On October 21, 2018, the Issuer, EnLink Midstream Manager, LLC, the managing member of the Issuer (the “Manager”), NOLA Merger Sub, LLC, a wholly owned subsidiary of Issuer (“Merger Sub”), ENLK and EnLink Midstream GP, LLC (the “ENLK General Partner”) entered into a definitive Agreement and Plan of Merger (“Merger Agreement”). On January 25, 2019, Merger Sub merged with and into ENLK, and ENLK survived the merger as a wholly owned subsidiary of the Issuer (the “Merger”). The effective time of the Merger is referred to herein as the “Effective Time.”
The funds for Common Units acquired in ordinary course trading activities by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group and reported as beneficially owned in this Schedule 13D came from the working capital of Goldman Sachs or such other subsidiary. The funds for the Common Units which may have been deemed to be beneficially owned by the Reporting Persons held in client accounts, if any, with respect to which Goldman Sachs or another wholly-owned subsidiary of GS Group or their employees have investment discretion (“Managed Accounts”) came from client funds. The Reporting Persons disclaim beneficial ownership of the Common Units held in Managed Accounts.
Item 4. Purpose of Transaction.
The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Series B Preferred Units and Class C Common Units
Concurrently with the execution of the Merger Agreement, Enfield Holdings, the GS Investors and TPG VII Management, LLC (“TPG VII Management” and together with Enfield Holdings and the GS Investors, the “Enfield Parties”), the Issuer, the Manager, ENLK and the EnLink General Partner entered into a Preferred Restructuring Agreement (the “Preferred Restructuring Agreement”), pursuant to which, among other things, at the Effective Time, each Series B Preferred Unit issued and outstanding immediately prior to the Effective Time, continued to be issued and outstanding and represent a limited partner interest in ENLK, with terms and conditions modified in accordance with the Amended ENLK LPA (as defined below).
Under the terms of the Tenth Amended and Restated Agreement of Limited Partnership of ENLK, dated as of January 25, 2019 (the “Amended ENLK LPA”), the Series B Preferred Units are exchangeable for Common Units on a 1-for-1.15 basis, subject to certain adjustments. The Series B Preferred Units are exchangeable, in full or in part, for Common Units at the request of Enfield Holdings. ENLK may, in its discretion, satisfy any request to exchange Series B Preferred Units by instead redeeming those units for cash equal to the product of (i) the number of Common Units that would be issued to satisfy such an exchange and (ii) the daily volume-weighted average closing trading price of Common Units on the national securities exchange on which the Common Units are listed or admitted to trading for the trailing 10-trading day period ending two trading days before the date it receives written notice of Enfield Holding’s exchange request (the “Series B Redemption Amount”).
Additionally, the Series B Preferred Units are exchangeable or redeemable in cash for the Series B Redemption Amount, in full, at the option of the Issuer, if the daily volume-weighted average trading price of the Common Units on the national securities exchange on which the Common Units are listed or admitted to trading is greater than the quotient of (i) 150% of the Series B Issue Price (as defined in the Amended ENLK LPA) for the trailing 30-day trading period ending two trading days before the Issuer’s notice of conversion divided by (ii) 1.15 (subject to certain adjustments).
Further, upon certain events involving a change of control of the Manager or ENLK General Partner, all of the Series B Preferred Units will, at the option of the Issuer, be either (i) exchanged for a number of Common Units equal to the greater of (x) the number of Common Units into which the Series B Preferred Units would then be exchanged and (y) the number of Series B Preferred Units to be exchanged multiplied by the quotient of (A) an amount equal to the quotient of (1) 140% of the Series B Issue Price divided by (2) 1.15 (subject to adjustment), divided by (B) the daily volume-weighted average closing trading price of the Common Units on the national securities exchange on which the Common Units are listed or admitted to trading for the 30-trading day period ending two trading days before the date of such change of control or (ii) redeemed for cash equal to (x) the number of Common Units that would be issued under the preceding clause multiplied by (y) the daily volume-weighted average closing trading price of Common Units on the national securities exchange on which the Common Units are listed or admitted to trading for the trailing 10-trading day period ending two trading days before the date of such redemption.
At the Effective Time, for each Series B Preferred Unit issued by ENLK pursuant to the Amended ENLK LPA, the Issuer issued an additional unit of a new class of non-economic common units representing limited liability company interests in the Issuer (the “Class C Common Units”) to Enfield Holdings to provide Enfield Holdings with certain voting rights at the Issuer in accordance with the Second Amended and Restated Operating Agreement of ENLC. The Series B Preferred Units cannot be transferred or exchanged for Common Units unless an equal number of Class C Common Units are so transferred or surrendered to the Issuer in connection with such exchange.
The holders of the Series B Preferred Units, as of an applicable record date, are entitled to receive cumulative distributions (each, a “Series B Quarterly Distribution”), prior to any other distributions made in respect of any other securities of ENLK, at a quarterly rate of $0.28125 plus the Series B Excess Cash Payment Amount (as defined in the Amended ENLK LPA), plus an in-kind distribution equal to the greater of (i) 0.00250 Series B Preferred Units and (ii) the number of Series B Preferred Units equal to the quotient of (a) the excess (if any) of (x) the Series B Deemed ENLC Distribution Amount (as defined in the Amended ENLK LPA) over (y) $0.28125, divided by (b) the Series B Issue Price.
In the event of any liquidation, dissolution and winding up of ENLK or a sale, exchange or other disposition of all or substantially all of the assets of ENLK, either voluntary or involuntary, the holders of the Series B Preferred Units shall be entitled to receive, out of the assets of ENLK available for distribution to the members of the Issuer or any assignees, prior and in preference to any distribution of any assets of ENLK to the holders of any other class or series of securities, the positive value in each such holder’s capital account in respect of such Series B Preferred Units.
Registration Rights Agreement
The Issuer and Enfield Holdings entered into an Amended and Restated Registration Rights Agreement, dated as of January 25, 2019 (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Issuer will prepare and file up to four shelf registration statements for the resale of the Common Units for which the Series B Preferred Units may be exchanged as soon as practicable following receipt of written notice from holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement). The Registration Rights Agreement also provides holders of Registrable Securities with piggyback rights and rights with respect to underwritten offerings. The Registration Rights Agreement contains customary representations, warranties, covenants and indemnities.
Board Representation Agreement and Information Rights Letter
Further, the Manager and the Issuer executed and delivered, as of the Effective Time, an Amended and Restated Board Representation Agreement (the “Amended and Restated Board Representation Agreement”) with TPG VII Management and other signatories thereto, pursuant to which that certain Board Representation Agreement, dated as of January 7, 2016, by and among ENLK, the EnLink General Partner, EnLink Midstream, Inc., a wholly owned subsidiary of the Issuer (“EMI”), and TPG VII Management was amended and restated in its entirety, in order to, among other things, provide TPG VII Management with the right to appoint one member of the Board of Directors of the Manager (“Manager Board”). In addition, the Manager, the Issuer and the GS Investors executed and delivered, as of the Effective Time, an Amended and Restated Board Information Rights Letter Agreement (the “Amended and Restated Information Rights Letter”) in a form that is attached to the Preferred Restructuring Agreement, pursuant to which that certain Board Information Rights Letter Agreement, dated January 6, 2016, by and among ENLK, the EnLink General Partner, EMI and the GS Investors was amended and restated in its entirety, in order to provide the GS Investors certain information rights with respect to materials provided to the Manager Board. In connection with the consummation of the Merger and the execution of the Amended and Restated Board Representation Agreement, TPG VII Management’s right to appoint a director to the board of the EnLink General Partner was terminated and the director appointed by TPG VII Management to the board of the EnLink General Partner resigned on January 25, 2019. TPG VII Management has exercised its right to appoint a director to the Manager Board.
Coordination Agreement
The Amended and Restated Coordination and Securityholders’ Agreement, dated as of March 3, 2017 (the “Coordination Agreement”), by and among Enfield Holdings, Enfield Holdings Advisors, the GS Investors, TPG VII Egypt Finance, LLC, a Delaware limited liability company (“TPG VII Egypt Finance”) and TPG Advisors VII, Inc. (together with TPG VII Egypt Finance and each of their affiliates, the “TPG Investors” and together with the GS Investors, the “Investors”) sets forth certain agreements, including with respect to governance, transfer restrictions, the purchase of additional securities, the exercise of rights under the Registration Rights Agreement and certain other matters.
Pursuant to the Coordination Agreement, for so long as the number of securities representing limited partner interests in Enfield Holdings (the “Partnership Securities”) owned by each Investor (and its affiliates) continues to represent at least 10% of the issued and outstanding Partnership Securities, the board of directors of Enfield Holdings Advisors will consist of two directors, one designated by the TPG Investors and one designated by the GS Investors.
The Coordination Agreement generally restricts any transfers of any Partnership Securities, Series B Preferred Units, exchanged Common Units or common stock of Enfield Holdings Advisors (collectively, the “Securities”) by any Investor, except (i) transfers to an affiliate of that Investor, so long as that transferee remains an affiliate following the transfer and (ii) transfers pursuant to foreclosure by a lender on such Securities pursuant to any loan agreement to which such Investor is a party and such Securities are pledged as collateral. If any Investor wishes to transfer any Securities to anyone else, that Investor is subject to the other Investors’ right of first offer (in the case of Partnership Securities, shares of common stock or Series B Preferred Units to address a regulatory concern) and tag-along rights. Enfield Holdings Advisors has a call right to acquire all of the shares of common stock of Enfield Holdings Advisors owned by any Investor and their affiliates who collectively cease to own 10% of the issued and outstanding Partnership Securities for the aggregate purchase price paid for such shares.
The Coordination Agreement restricts the ability of Enfield Holdings Advisors to take certain actions relating to the Series B Preferred Units and exchanged Common Units without first obtaining the approval of its board of directors, including the designees of each of the TPG Investors and the GS Investors. Such actions include making or settling a claim for indemnification under the Convertible Preferred Unit Purchase Agreement, dated December 6, 2015, by and between ENLK and Enfield Holdings or the Registration Rights Agreement, assigning any rights or obligations under the Purchase Agreement or the Registration Rights Agreement, voting the Series B Preferred Units with respect to certain matters and amending or waiving any provision of the Purchase Agreement or the Registration Rights Agreement.
The Coordination Agreement will terminate upon a written agreement among the Investors.
Margin Loan Facility
TPG VII Egypt Finance, as borrower (the “Borrower”), entered into (i) a Margin Loan Agreement (the “Loan Agreement”), dated as of March 3, 2017 (the “Loan Closing Date”) with JP Morgan Chase Bank, N.A., London Branch, as lender (the “Lender”), and (ii) a Pledge and Security Agreement (the “Borrower Security Agreement”), dated as of the Loan Closing Date with the Lender, pursuant to which the Borrower pledged all of its Class A Units of Enfield Holdings and its rights under the Second Amended and Restated Agreement of Limited Partnership of Enfield Holdings, dated as of March 3, 2017, as collateral to secure repayment of amounts outstanding under the Loan Agreement. As of the Loan Closing Date, Enfield Holdings entered into (i) a Guarantor Pledge and Security Agreement (the “Guarantor Pledge Agreement” and, collectively with the Borrower Security Agreement, the “Pledge Agreements”) with the Lender, pursuant to which Enfield Holdings pledged the Borrower’s 26,666,667 Series B Preferred Units, and any Common Units into which such Series B Preferred Units are exchanged, and the Borrower’s rights under the Amended ENLK LPA and the Registration Rights Agreement, as collateral to secure repayment of amounts outstanding under the Loan Agreement (the “Guarantor Collateral”), and (ii) a non-recourse Guarantee (the “Guarantee” and, collectively with the Loan Agreement and the Borrower Security Agreement, the “Loan Documents”) with the Lender, pursuant to which Enfield Holdings unconditionally guarantees the obligations payable by the Borrower under the Loan Agreement in an amount not to exceed the Guarantor Collateral.
The loans mature on or about March 3, 2022. Upon the occurrence of certain events that are customary for this type of loan, the Lender may exercise its rights to require the Borrower to pre-pay the loan proceeds, post additional collateral, or foreclose on, and dispose of, the pledged Series B Preferred Units and pledged Common Units in accordance with the Loan Documents.
Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule I hereto, currently has 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 the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing unitholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Manager, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Manager; materially changing the present capitalization or distribution policy of the Issuer; materially changing the Issuer’s business or structure; changing the Issuer’s certificate of limited partnership, amended and restated agreement of limited partnership or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.
References to and descriptions of the Preferred Restructuring Agreement, Amended ENLK LPA, Guarantee, Registration Rights Agreement, Amended and Restated Board Representation Agreement, Amended and Restated Information Rights Letter and Coordination Agreement set forth above are not intended to be complete and are qualified, respectively, in their entirety by reference to the full text of the Preferred Restructuring Agreement, Amended ENLK LPA, Guarantee, Registration Rights Agreement, Amended and Restated Board Representation Agreement, Amended and Restated Information Rights Letter and Coordination Agreement, which are filed as exhibits hereto and are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a)-(b) The following disclosure is based on 554,403,946 Common Units outstanding, which includes the (i) 181,294,967 Common Units outstanding as of October 21, 2018 and 305,570,636 Common Units the Issuer anticipated issuing in connection with the Merger to holders of ENLK securities, in each case as reported in the Schedule 14C filed by the Issuer with the Commission on December 10, 2018, and (ii) 67,538,343 Common Units deliverable upon conversion of the Series B Preferred Units reported herein (and the surrender of an equal number of Class C Common Units).
As of February 1, 2019, GS Group and Goldman Sachs may be deemed to share beneficial ownership of an aggregate of 68,237,161 Common Units, consisting of (i) 67,538,343 Common Units of the Issuer issuable upon the conversion of 58,728,994 Series B Preferred Units of ENLK, directly held by Enfield Holdings, (ii) 695,632 Common Units acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, and (iii) 3,186 Common Units held in Managed Accounts, representing in the aggregate approximately 12.3% of the total number of Common Units.
Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to share beneficial ownership of 67,538,343 Common Units (deliverable to Enfield Holdings upon the conversion of 58,728,994 Series B Preferred Units of ENLK), which constitutes approximately 12.2% of the outstanding Common Units.
The Reporting Persons may be deemed to share voting and dispositive power with respect to any Common Units beneficially owned by Enfield Holdings.
Goldman Sachs serves as the manager for BS Principal and BS Energy AIV. BS Infrastructure is managed by certain direct or indirect subsidiaries of Goldman Sachs. BS Infrastructure is the general partner of WS International, WS European, WS Global and WSIP. Broad Street Energy Advisors, L.L.C., a Delaware limited liability company, is the general partner of WS AIV. BS Energy AIV is the general partner of WS Offshore B, WS Offshore AIV, WS Holding B and WSEP.
To the best knowledge of the Reporting Persons, no person named in Schedules I, II-A, II-B and II-C hereto is the beneficial owner of any Common Units.
In addition, by virtue of their ownership interests in Enfield Holdings and Enfield Holdings Advisors and the rights and obligations under the Amended ENLC Operating Agreement, the Merger Agreement, the Amended Registration Rights Agreement, the Amended Board Representation Agreement, the Amended Board Information Rights Letter, the Sponsors, certain of their affiliates and the Reporting Persons may each be deemed to be member of a “group” for purposes of Section 13(d) of the Exchange Act, exercising voting and investment control over the Common Units (deliverable to Enfield Holdings upon conversion of the Series B Preferred Units of ENLK directly held by Enfield Holdings). This filing shall not be deemed an admission that the Reporting Persons and the Sponsor Funds constitute a “group” for purposes of Section 13(d) of the Exchange Act and the Reporting Persons expressly disclaim membership in any such group. Enfield Holdings, Enfield Holdings Advisors, the other Sponsors and certain of their affiliates have separately made Schedule 13D filings reporting their beneficial ownership of the Common Units.
In accordance with the SEC Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
(c) Except as set forth in Schedule IV hereto or otherwise described in this Schedule 13D, no transactions in the Common Units were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B or II-C hereto, any of the persons listed on Schedules I, II-A, II-B or II-C hereto, during the sixty day period from December 3, 2018 through February 1, 2019.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.
Goldman Sachs or another subsidiary of GS Group (collectively, “GS”) may, from time to time, in the ordinary course of business, including as a broker, dealer, bank or investment advisor, (i) be party to, enter into or unwind certain cash settled equity derivatives or similar contractual arrangements which provide indirect economic exposure to, but do not give GS direct or indirect voting, investment or dispositive power over, securities of the Issuer (the “Contracts”), and/or (ii) buy, sell and/or hold securities of the Issuer, which, in each of (i) and (ii), may be significant in amount. The profit, loss and/or return on such Contracts and transactions may be wholly or partially dependent on the market value of the securities of the Issuer, the relative value of securities of the Issuer in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the securities of the Issuer may be included, or a combination of any of the foregoing. Accordingly, GS disclaims any beneficial ownership in the securities that may be referenced in such Contracts and transactions.
Item 7. Material to be Filed as Exhibits.
Exhibit No. | Description |
1.
| Amended and Restated Coordination and Securityholders’ Agreement, dated as of March 3, 2017, by and among Enfield Holdings, L.P., Enfield Holdings Advisors, Inc. and each person set forth on Schedule I thereto (incorporated herein by reference to Exhibit 1 of Amendment No. 1 to Schedule 13D of Enfield Holdings Advisors, Inc. and Enfield Holdings, L.P. relating to ENLK filed on March 7, 2017). |
2.
| Amended and Restated Registration Rights Agreement, dated as of January 25, 2019, by and between EnLink Midstream, LLC and Enfield Holdings, L.P. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on January 29, 2019). |
3. | Tenth Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated as of January 25, 2019, by and among EnLink Midstream GP, LLC, together with any other persons who become partners in the partnership (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Issuer on January 29, 2019). |
4.
| Guarantee Agreement, dated as of March 3, 2017, by and among Enfield Holdings, L.P. and JPMorgan Chase Bank, N.A., London Branch (incorporated herein by reference to Exhibit 7 of Amendment No.1 to Schedule 13D of Enfield Holdings Advisors, Inc. and Enfield Holdings, L.P. relating to ENLK filed on March 7, 2017). |
5.
| Preferred Restructuring Agreement, dated as of October 21, 2018, by and among Enfield Holdings, L.P., TPG VII Management, LLC, WSEP Egypt Holdings, LP, WSIP Egypt Holdings, LP, EnLink Midstream, LLC, EnLink Midstream Manager, LLC, EnLink Midstream Partners, LP, and EnLink Midstream GP, LLC (incorporated herein by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed on October 22, 2018). |
6.
| Amended and Restated Board Representation Agreement, dated as of January 25, 2019, by and among EnLink Midstream, LLC, EnLink Midstream Manager, LLC, GIP III Stetson I, L.P., and TPG VII Management, LLC (incorporated herein by reference to Exhibit 12 to Amendment No. 3 to Schedule 13D of Enfield Holdings Advisors, Inc. and Enfield Holdings, L.P. relating to ENLK filed on January 29, 2019). |
7.
| Amended and Restated Information Rights Letter, dated as of January 25, 2019, by and among the EnLink Midstream Manager, LLC, EnLink Midstream, Inc., WSEP Egypt Holdings, LP and WSIP Egypt Holdings, LP. (incorporated herein by reference to Exhibit 3 to Amendment No. 3 to Schedule 13D of the Reporting Persons relating to ENLK filed on January 29, 2019). |
99.1. | Joint Filing Agreement (filed herewith). |
99.2. | Power of Attorney, relating to The Goldman Sachs Group, Inc. (filed herewith). |
99.3. | Power of Attorney, relating to Goldman, Sachs & Co. LLC (filed herewith). |
99.4. | Power of Attorney, relating to West Street International Infrastructure Partners III, L.P. (filed herewith). |
99.5. | Power of Attorney, relating to West Street European Infrastructure Partners III, L.P. (filed herewith). |
99.6. | Power of Attorney, relating to West Street Global Infrastructure Partners III, L.P. (filed herewith). |
99.7. | Power of Attorney, relating to Broad Street Principal Investments, L.L.C. (filed herewith). |
99.8. | Power of Attorney, relating to West Street Energy Partners Offshore – B AIV-1, L.P. (filed herewith). |
99.9. | Power of Attorney, relating to West Street Energy Partners AIV-1, L.P. (filed herewith). |
99.10. | Power of Attorney, relating to West Street Energy Partners Offshore AIV-1, L.P. (filed herewith). |
99.11. | Power of Attorney, relating to West Street Energy Partners Offshore Holding – B AIV-1, L.P. (filed herewith). |
99.12. | Power of Attorney, relating to WSIP Egypt Holdings, LP (filed herewith). |
99.13. | Power of Attorney, relating to WSEP Egypt Holdings, LP (filed herewith). |
99.14. | Power of Attorney, relating to Broad Street Infrastructure Advisors III, L.L.C. (filed herewith). |
99.15. | Power of Attorney, relating to Broad Street Energy Advisors AIV-1, L.L.C. (filed herewith). |
