ENLINK MIDSTREAM PARTNERS, LP (NYSE:ENLK) Files An 8-K Changes in Control of RegistrantItem 5.01. Changes in Control of Registrant.
On June5, 2018, Devon Gas Services, L.P. and Southwestern Gas Pipeline, L.L.C. (collectively, the “Sellers”), each of which is a subsidiary of Devon Energy Corporation, entered into a Purchase Agreement with GIP III Stetson I, L.P. and GIP III Stetson II, L.P. (collectively, the “Purchasers”), each of which is an affiliate of Global Infrastructure Partners, to which the Purchasers agreed to acquire, in the aggregate, all of the equity interests held by the Sellers in (i)EnLink Midstream Partners, LP (the “Partnership”), (ii)EnLink Midstream, LLC (“ENLC”), and (iii)EnLink Midstream Manager, LLC, the managing member of ENLC (the “Manager”) (collectively, the “Transaction”). The Sellers and the Purchasers have indicated that they expect the closing of the Transaction, which is subject to the satisfaction or waiver of customary closing conditions, to occur during the third quarter of 2018. If this Transaction is completed, then the Purchasers collectively will control the Manager, EnLink Midstream GP, LLC (the general partner of the Partnership), ENLC, and the Partnership.
Item 7.01. Regulation FD Disclosure.
On June6, 2018, the Partnership issued a press release announcing the Transaction. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K (this “Current Report”). On June6, 2018, the Partnership published a presentation regarding the Transaction, which will be available on the Partnership’s website, www.enlink.com, under “Investors — ENLK — 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”).
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of the federal securities laws. These statements are based on certain assumptions made by the Partnership and ENLC based upon management’s experience and perception of historical trends, current conditions, expected future developments and other factors the Partnership and ENLC believe are appropriate in the circumstances. 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 “may,” “believe,” “will,” “should,” “plan,” “anticipate,” “intend,” “estimate,” and “expect” and similar expressions. These statements include, but are not limited to, statements with respect to the closing of the Transaction and the timing of the closing of the Transaction. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership 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 the Partnership’s and ENLC’s filings with the Securities and Exchange Commission. The Partnership disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.