ENLINK MIDSTREAM, LLC (NYSE:ENLC) Files An 8-K Regulation FD Disclosure

ME Staff 8-k
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ENLINK MIDSTREAM, LLC (NYSE:ENLC) Files An 8-K Regulation FD Disclosure

ENLINK MIDSTREAM, LLC (NYSE:ENLC) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.

On October22, 2018, EnLink Midstream Partners, LP (“ENLK”) and EnLink Midstream, LLC (“ENLC”) issued a joint press release announcing their entry into a definitive merger agreement to which a wholly-owned subsidiary of ENLC will merge with and into ENLK, with ENLK continuing as the surviving entity and as a subsidiary of ENLC (the “Transaction”). A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K (this “Current Report”).

On October22, 2018, ENLC published a presentation regarding the Transaction, which will be available on ENLC’s website, www.enlink.com, under “Investors — ENLC — Events& Presentations — Presentations.” In accordance with General Instruction B.2 of Form8-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 Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7.01. Other Events.

To the extent required, the information set forth in Item 7.01 is incorporated into this Item 7.01 by reference.

Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of the federal securities laws. Although these statements reflect the current views, assumptions, and expectations of our management, the matters addressed herein involve certain assumptions, risks, and uncertainties that could cause actual activities, performance, outcomes, and results to differ materially from those indicated herein. Therefore, you should not rely on any of these forward-looking statements. All statements, other than statements of historical fact, included in this Current Report constitute forward-looking statements, including but not limited to statements identified by the words “forecast,” “may,” “believe,” “will,” “should,” “plan,” “predict,” “anticipate,” “intend,” “estimate,” and “expect” and similar expressions. Such forward-looking statements include, but are not limited to, statements with respect to the consummation of the Transaction. Such statements are subject to a number of assumptions, risks, and uncertainties, many of which are beyond the control of ENLK and ENLC, which may cause the actual results to differ materially from those implied or expressed by the forward-looking statements. These risks include, but are not limited to, risks discussed in ENLK’s and ENLC’s filings with the Securities and Exchange Commission (“SEC”), including ENLK’s and ENLC’s Annual Reports on Form10-K, Quarterly Reports on Form10-Q, and Current Reports on Form8-K. Neither ENLK nor ENLC assumes any obligation to update any forward-looking statements.

Important Information for Investors and Unitholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the transactions referred to in this material, ENLC expects to file a registration statement on FormS-4 with the SEC containing a preliminary joint information statement and proxy statement of ENLC and

ENLK that also constitutes a preliminary prospectus of ENLC. After the registration statement is declared effective, ENLK will mail a definitive proxy statement/prospectus to unitholders of ENLK, and ENLC will mail a definitive information statement to unitholders of ENLC. This material is not a substitute for the joint proxy statement/prospectus/information statement or registration statement or for any other document that ENLC or ENLK may file with the SEC and send to ENLC’s and/or ENLK’s unitholders in connection with the proposed transactions.

INVESTORS AND SECURITY HOLDERS OF ENLC AND ENLK ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders will be able to obtain free copies of the proxy statement/prospectus/information statement (when available) and other documents filed with the SEC by ENLC or ENLK through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by ENLC and ENLK will be available free of charge on ENLC’s and ENLK’s website at www.enlink.com, in the “Investors” tab, or by contacting ENLC’s and ENLK’s Investor Relations Department at 214-721-9696.

ENLC and the directors and executive officers of the managing member of ENLC, and ENLK and the directors and executive officers of the general partner of ENLK, may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rulesof the SEC. Information about the directors and executive officers of the managing member of ENLC may be found in its Annual Report on Form10-K for the year ended December31, 2017 filed with the SEC on February21, 2018. Information about the directors and executive officers of the general partner of ENLK may be found in its Annual Report on Form10-K for the year ended December31, 2017 filed with the SEC on February21, 2018. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC when they become available.

Item 7.01. Financial Statements and Exhibits.

(d) Exhibits.

In accordance with General Instruction B.2 of Form8-K, the information set forth in the attached exhibit shall be deemed to be furnished and shall not be deemed to be “filed” for purposes of Section18 of the Exchange Act.

EXHIBIT NUMBER

DESCRIPTION

99.1

— Press Release dated October22, 2018.


EnLink Midstream, LLC Exhibit
EX-99.1 2 a18-36882_2ex99d1.htm EX-99.1 Exhibit 99.1     FOR IMMEDIATE RELEASE OCTOBER 22,…
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.