The registration rights contemplated by the Amended Registration Rights Agreement will expire when the Registrable Securities cease to collectively represent at least 1.5% of the then-outstanding ENLC Common Units (on an as-exchanged basis).

The foregoing description of the Amended Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full textof the Amended Registration Rights Agreement, a copy of which is filed with this Current Report as Exhibit10.1 and is incorporated herein by reference.

Revolving Credit Agreement

At the Effective Time, (i) to that certain Guaranty Agreement, dated as of January25, 2019 (the “ENLK Revolving Credit Agreement Guaranty”), ENLK guaranteed the obligations of ENLC under the RevolvingCredit Agreement, dated as of December11, 2018 (the “New Revolving Credit Agreement”), by and among ENLC, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of Montreal and Royal Bank of Canada, as Co-Syndication Agents, Citibank, N.A., and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders party thereto, (ii)ENLC satisfied the conditions to funding under the New Revolving Credit Agreement, and (iii)ENLC borrowed $235.0 million under the New Revolving Credit Agreement, the proceeds of which were used for transaction expenses and to repay (a)all of the outstanding borrowings and other obligations under ENLC’s existing revolving credit facility, which was simultaneously terminated, and (b)all outstanding interest amounts under the Former ENLK Revolving Credit Agreement (as defined below), which was simultaneously terminated as described below.

As of January25, 2019, after giving effect to the borrowings at the Effective Time and the deemed issuance of certain existing letters of credit under the New Revolving Credit Agreement, approximately $239.8 million aggregate amount of borrowings were outstanding under the New Revolving Credit Agreement and ENLC had approximately $1.51 billion of available commitments under the New Revolving Credit Agreement.

The foregoing description of the ENLK Revolving Credit Agreement Guaranty does not purport to be complete and is qualified in its entirety by reference to the full textof the ENLK Revolving Credit Agreement Guaranty, a copy of which is filed with this Current Report as Exhibit10.2, and is incorporated herein by reference.

Certain terms and conditions of the New Revolving Credit Agreement are described in ENLC’s Current Report on Form8-K, dated December11, 2018 and filed with the Commission on December12, 2018 (the “DecemberCurrent Report”), which disclosure is incorporated herein by reference. The foregoing description of the New Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Revolving Credit Agreement, a copy of which was filed as Exhibit10.1 to the DecemberCurrent Report, which is incorporated herein by reference.

Term Loan Agreement

At the Effective Time, (i) to that certain New Borrower Joinder and Assumption Agreement, dated as of January25, 2019 (the “Term Loan Assumption Agreement”), ENLC

assumed ENLK’s obligations as the borrower under that certain Term Loan Agreement, dated as of December11, 2018 (the “Term Loan Agreement”), by and among ENLK, Bank of America, N.A., as Administrative Agent, Bank of Montreal and Royal Bank of Canada, as Co-Syndication Agents, Citibank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders party thereto, including with respect to the $850.0 million of outstanding borrowings under the Term Loan Agreement, and (ii) to that certain Guaranty Agreement, dated as of January25, 2019 (the “ENLK Term Loan Agreement Guaranty”), ENLK guaranteed the obligations of ENLC under the Term Loan Agreement.

The foregoing description of each of the Term Loan Assumption Agreement and the ENLK Term Loan Agreement Guaranty does not purport to be complete and is qualified in its entirety by reference to the full textof the Term Loan Assumption Agreement and the ENLK Term Loan Agreement Guaranty, copies of which are filed with this Current Report as Exhibits 10.3 and 10.4, respectively, and are incorporated herein by reference.

Certain terms and conditions of the Term Loan Agreement are described in the DecemberCurrent Report, which disclosure is incorporated herein by reference. The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Agreement, a copy of which was filed as Exhibit10.2 to the DecemberCurrent Report, which is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

Termination of Former Registration Rights Agreement and Former Board Representation Agreement

The information set forth in the Explanatory Note of this Current Report under the heading “Completion of the Transactions Contemplated by the Preferred Restructuring Agreement” with respect to the termination of the obligations of ENLK, the General Partner, and EMI, as applicable, under the Former Registration Rights Agreement and the Former Board Representation Agreement is incorporated by reference into this Item 1.02.

Termination of Former ENLK Revolving Credit Agreement

At the Effective Time, ENLK terminated the Credit Agreement, dated as of February20, 2014 (as amended, the “Former ENLK Revolving Credit Agreement”), among ENLK, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the lenders party thereto. Prior to the termination of the Former ENLK Revolving Credit Agreement, ENLK repaid all of the outstanding borrowings thereunder with cash on hand. As described above, all outstanding interest amounts under the Former ENLK Revolving Credit Agreement were repaid at the Effective Time with borrowings under the New Revolving Credit Agreement.

Termination of Former ENLC Revolving Credit Facility

At the Effective Time, ENLC terminated the Credit Agreement, dated as of March7, 2014 (as amended, the “Former ENLC Revolving Credit Agreement”), among ENLC, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the lenders party thereto. As described above, ENLC used borrowings under the New Revolving Credit

Agreement to repay all of the outstanding borrowings under the Former ENLC Revolving Credit Agreement.

Termination of Unitholder Agreement

At the Effective Time, the Unitholder Agreement, dated as of March7, 2014 (the “Unitholder Agreement”), by and among Devon Energy Corporation, Devon Gas Services, L.P., Southwestern Gas Pipeline, L.L.C., ENLK, the General Partner, and, to a joinder thereto, dated as of July18, 2018, GIP, to which ENLK granted GIP certain demand and piggyback registration rights with respect to the ENLK Common Units, was terminated automatically in accordance with its terms as a result of GIP and its affiliates ceasing to hold any Registrable Securities (as defined therein) following the Merger.

The foregoing description of the Unitholder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Unitholder Agreement, a copy of which was filed as Exhibit4.2 to ENLC’s Current Report on Form8-K, dated March6, 2014, filed with the Commission on March11, 2014, and which is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Explanatory Note of this Current Report under the heading “Completion of the Merger and Other Transactions Contemplated by the Merger Agreement” is incorporated by reference into this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report under the headings “Revolving Credit Agreement” and “Term Loan Agreement” is incorporated by reference into this Item 2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

On January25, 2019, ENLK notified the New York Stock Exchange (the “NYSE”) that the Certificate of Merger relating to the Merger had been filed with the Secretary of State of the State of Delaware. The trading of ENLK Common Units on the NYSE was suspended before the opening of trading on January28, 2019. Also on January28, 2019, the NYSE filed a notification of removal from listing on Form25 with the Commission with respect to the ENLK Common Units.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Explanatory Note of this Current Report under the heading “Completion of the Transactions Contemplated by the Preferred Restructuring Agreement” and under Item 2.01 and Item 5.03 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Operating Agreement of ENLC

At the Effective Time, the Manager adopted the Second Amended and Restated Operating Agreement of ENLC (the “Amended Operating Agreement”), which reflects, among other things, (i)the creation of, and defines the rights and obligations of holders of, ClassC Common Units and (ii)other miscellaneous revisions, including the removal of certain provisions that are no longer applicable as a result of the consummation of the Merger.

As described above, immediately following the Effective Time, ENLC issued to Enfield 58,728,994 ClassC Common Units in order to provide Enfield with certain voting rights at ENLC in accordance with the Amended Operating Agreement. Following the Effective Time, for each additional ENLK SeriesB Unit issued by ENLK to the Amended Partnership Agreement, ENLC will issue an additional ClassC Common Unit to the applicable holder of ENLK SeriesB Units to the Amended Operating Agreement, so that the number of ClassC Common Units issued and outstanding will always equal the number of ENLK SeriesB Units issued and outstanding. In addition, upon any exchange of ENLK SeriesB Units for ENLC Common Units, a number of ClassC Common Units equal to the number of ENLK SeriesB Units subject to such exchange will be cancelled.

The holders of ClassC Common Units are not entitled to distributions thereon of any kind.

The holders of ClassC Common Units will vote with the holders of ENLC Common Units as a single class on all matters on which holders of ENLC Common Units are entitled to vote. Each ClassC Common Unit will be entitled to the number of votes equal to the number of ENLC Common Units into which an ENLK SeriesB Unit is then exchangeable (i.e.,the product of the number of ENLK SeriesB Units being exchanged multiplied by the Exchange Ratio (subject to certain adjustments)).

In addition, the holders of ClassC Common Units are entitled to vote as a separate class on any matter that (i)adversely affects the rights, preferences, and privileges of the ClassC Common Units or the ENLK SeriesB Units, including certain minority protections with respect to substantially the same matters for which the holders of ENLK SeriesB Units have approval rights under the Amended Partnership Agreement, or (ii)amends or modifies any of the terms of the ClassC Common Units or ENLK SeriesB Units. The approval of a majority of the ClassC Common Units is required to approve any matter for which the holders of ClassC Common Units are entitled to vote as a separate class.

The foregoing description of the Amended Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the full textof the Amended Operating Agreement, a copy of which is filed with this Current Report as Exhibit3.1 and is incorporated herein by reference.

Amendment to Partnership Agreement of ENLK

At the Effective Time, the General Partner adopted the Tenth Amended and Restated Agreement of Limited Partnership of ENLK (the “Amended Partnership Agreement”). The Amended Partnership Agreement reflects, among other things, (i)the elimination of the incentive distribution rights previously held by the General Partner, (ii)certain modifications to the terms of the ENLK SeriesB Units, as described below, which prior to the Effective Time were convertible into ENLK Common Units, and (iii)other miscellaneous revisions, including the removal of certain provisions that are no longer applicable as a result of the consummation of the Merger. The Amended Partnership Agreement provides, among other things, that the ENLK SeriesB Units will be exchangeable, in the circumstances described below, for a number of ENLC Common Units equal to the product of the number of ENLK SeriesB Units being exchanged multiplied by the Exchange Ratio (subject to certain adjustments) (the “SeriesB Exchange Ratio” and such resulting number of ENLC Common Units, the “SeriesB Exchange Amount”), subject to ENLK’s redemption election described below. The ENLK SeriesB Units are exchangeable into ENLC Common Units at the SeriesB Exchange Ratio, (a)in full, at ENLK’s option, if the daily volume-weighted average closing trading price of the ENLC Common Units (the “Exchange VWAP”) over the 30-trading day period ending two trading days prior to ENLK’s delivery of the exchange notice is greater than the quotient of 150% of the $15.00 issue price of the ENLK SeriesB Units (the “Issue Price”) divided by the Exchange Ratio or (b)in full or in part, at Enfield’s option.

In addition, upon (i)certain events involving a change of control of the General Partner or the Manager or (ii)any transaction resulting in GIP, GIP III Stetson II, L.P., or any of their respective subsidiaries, becoming the beneficial owner of 75% or more of the outstanding ENLC Common Units (in either case, a “Change of Control”), all of the ENLK SeriesB Units will automatically be exchanged, subject to ENLK’s redemption election described below, into a number of ENLC Common Units equal to the greater of (a)the SeriesB Exchange Amount, and (b)the number of ENLK SeriesB Units to be exchanged multiplied by the quotient of (x)an amount equal to the quotient of (A)140% of the Issue Price divided by (B)the Exchange Ratio, divided by (y)the Exchange VWAP over the 30-trading day period ending two trading days prior to such exchange (such resulting number of ENLC Common Units, the “SeriesB Change of Control Amount”).

In lieu of an exchange of ENLK SeriesB Units for ENLC Common Units, at ENLK’s sole election, it is entitled to instead redeem for cash the applicable ENLK SeriesB Units by paying an amount equal to (i)in the event of an optional exchange by ENLK or Enfield, the product of (a)the SeriesB Exchange Amount multiplied by (b)the Exchange VWAP over the 10-trading day period ending two trading days prior to the notice of exchange by ENLK or Enfield, as applicable, and (ii)in the event of a Change of Control, the product of (x)the SeriesB Change of Control Amount and (y)the Exchange VWAP over the 10-trading day period ending two trading days prior to the date of such redemption.

Beginning with the quarter ending March31, 2019, the holder of the ENLK SeriesB Units will be entitled to quarterly cash distributions and distributions in-kind of additional ENLK SeriesB Units as described below. The quarterly in-kind distribution (the “SeriesB PIK Distribution”) will equal the greater of (A)0.0025 ENLK SeriesB Units per ENLK SeriesB

Unit and (B)the number of ENLK SeriesB Units equal to the quotient of (x)the excess (if any) of (1)the distribution that would have been payable by ENLC had the ENLK SeriesB Units been exchanged for ENLC Common Units but applying a one-to-one exchange ratio (subject to certain adjustments) instead of the SeriesB Exchange Ratio, over (2)an amount equal to $0.28125 per ENLK SeriesB Unit (the “Cash Distribution Component”), divided by (y)the Issue Price. The quarterly cash distribution will consist of the Cash Distribution Component plus an amount in cash that will be determined based on a comparison of the value (applying the Issue Price) of (i)the SeriesB PIK Distribution and (ii)the ENLK SeriesB Units that would have been distributed in the SeriesB PIK Distribution if such calculation applied the SeriesB Exchange Ratio instead of the one-to-one ratio (subject to certain adjustments). As described above, for each additional ENLK SeriesB Unit issued by ENLK to the Amended Partnership Agreement, ENLC will issue an additional ClassC Common Unit to the applicable holder of such ENLK SeriesB Unit to the Amended Operating Agreement.

The foregoing description of the Amended Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full textof the Amended Partnership Agreement, a copy of which is filed with this Current Report as Exhibit3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EnLink Midstream, LLC Exhibit
EX-3.1 2 a19-3561_1ex3d1.htm EX-3.1 Exhibit 3.1   Execution Version         SECOND AMENDED AND RESTATED   OPERATING AGREEMENT   OF   ENLINK MIDSTREAM,…
To view the full exhibit click here

About ENLINK MIDSTREAM, LLC (NYSE:ENLC)

EnLink Midstream, LLC is a midstream energy services company. The Company’s assets include its equity interests in EnLink Midstream Partners, LP (the Partnership) and EnLink TOM Holdings, LP (TOM Holdings). The Partnership is engaged in the gathering, transmission, processing and marketing of natural gas and natural gas liquids (NGLs), condensate and crude oil, as well as providing crude oil, condensate and brine services to producers. TOM Holdings and its subsidiaries are controlled by the Partnership and have similar operations to the Partnership. The Partnership has five reportable segments: Texas, Oklahoma, Louisiana, Crude and Condensate, and Corporate. The Partnership’s assets consist of gathering systems, transmission pipelines, processing facilities, fractionation facilities, stabilization facilities, storage facilities and ancillary assets.