ENLINK MIDSTREAM PARTNERS, LP (NYSE:ENLK) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, on October21, 2018, EnLink Midstream, LLC (“ENLC”), EnLink Midstream Manager, LLC, the managing member of ENLC, NOLA Merger Sub, LLC, a wholly-owned subsidiary of ENLC (“Merger Sub”), EnLink Midstream Partners, LP (“ENLK”), and EnLink Midstream GP, LLC, the general partner of ENLK, entered into a definitive Agreement and Plan of Merger (“Merger Agreement”), to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into ENLK, with ENLK surviving the merger as a subsidiary of ENLC (the “Merger”).
The completion of the Merger is subject, among other conditions, to the affirmative vote of holders of at least a majority of (i)the issued and outstanding common units representing limited partner interests in ENLK (“ENLK Common Units”) and (ii)the issued and outstanding SeriesB Cumulative Convertible Preferred Units representing limited partner interests in ENLK (the “ENLK SeriesB Units” and, together with the ENLK Common Units, the “ENLK Voting Units”), voting together as a single class.
On January23, 2019, ENLK convened its special meeting (the “ENLK Unitholder Meeting”) of the holders of the ENLK Voting Units (the “ENLK Voting Unitholders”) tovote on (i)the proposal to approve the Merger Agreement (the “ENLK Merger Proposal”) and (ii)the proposal to approve the adjournment of the ENLK Unitholder Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there were not sufficient votes at the time of the ENLK Unitholder Meeting to approve the ENLK Merger Proposal at the ENLK Unitholder Meeting (the “ENLK Adjournment Proposal” and, together with the ENLK Merger Proposal, the “Proposals”). The Proposals are described in ENLK’s joint information statement/proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on December10, 2018 (the “Proxy Statement”).
As of the close of business on December18, 2018, the record date for the ENLK Unitholder Meeting, there were 353,112,703 ENLK Common Units outstanding and entitled to vote at the ENLK Unitholder Meeting and 58,728,994 ENLK SeriesB Units outstanding and entitled to vote at the ENLK Unitholder Meeting. A quorum of 377,685,237 ENLK Voting Units was represented in person or by proxy at the ENLK Unitholder Meeting. A summary of the voting results for the Proposals is set forth below:
The holders of a majority of the ENLK Voting Units voted in favor of the ENLK Merger Proposal. Set forth below are the tabulated votes “For” and “Against” the ENLK Merger Proposal, as well as the number of votes “Abstaining”. There were no broker non-votes with respect to the ENLK Merger Proposal.
|
Votes For |
Votes Against |
Votes Abstaining |
|
376,435,273 |
788,354 |
461,610 |
The holders of a majority of the ENLK Voting Units voted in favor of the ENLK Adjournment Proposal. Set forth below are the tabulated votes “For” and “Against” the ENLK Adjournment Proposal, as well as the number of votes “Abstaining”. There were no broker non-votes with respect to the ENLK Adjournment Proposal.
|
Votes For |
Votes Against |
Votes Abstaining |
|
376,360,180 |
847,388 |
477,669 |
Although the ENLK Adjournment Proposalwas approved, an adjournment of the ENLK Unitholder Meeting was not necessary because holders of a majority of the ENLK Voting Units voted in favor of the ENLK Merger Proposal.
Item 8.01. Other Events.
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 than 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 about the proposed transaction, the timing of the consummation of the proposed transaction, if it will be consummated at all, and other statements that are not historical facts. 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 actual results to differ materially from those implied or expressed by the forward-looking statements. These and other applicable uncertainties, factors, and risks are described more fully in ENLK’s and ENLC’s filings with the 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 proposed transaction referred to in this communication, on November8, 2018, ENLC filed with the SEC a registration statement on FormS-4, as amended on December6, 2018, that included a preliminary joint information statement and proxy statement of ENLC and ENLK and that also constitutes a preliminary prospectus of ENLC. The registration statement was declared effective by the SEC on December10, 2018. ENLK and ENLC commenced mailing the definitive joint information statement/proxy statement/prospectus to their respective unitholders on or about December10, 2018. This communication is not a substitute for the joint information statement/proxy statement/prospectus 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 transaction. On January23, 2019, ENLK’s unitholders approved the Merger Agreement at a special meeting.
INVESTORS AND SECURITY HOLDERS OF ENLC AND ENLK ARE URGED TO READ THE JOINT INFORMATION STATEMENT/PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of the joint information statement/proxy statement/prospectus 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.
Participants in the Solicitation
ENLC and the directors and executive officers of the managing member of ENLC 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.
About ENLINK MIDSTREAM PARTNERS, LP (NYSE:ENLK)
EnLink Midstream Partners, LP is a midstream energy services company. The Company operates in five segments: Texas, which includes its natural gas gathering, processing and transmission activities in north Texas and the Permian Basin in west Texas; Oklahoma, which includes its natural gas gathering, processing and transmission activities in Cana-Woodford and Arkoma-Woodford Shale areas; Louisiana, which includes its natural gas pipelines, natural gas processing plants and natural gas liquids (NGL) assets located in Louisiana; Crude and Condensate, which includes its Ohio River Valley (ORV) crude oil, condensate and brine disposal activities in the Utica and Marcellus Shales, its equity interests, crude oil operations in the Permian Basin and crude oil activities associated with the Victoria Express Pipeline, and related truck terminal and storage assets (VEX) located in the Eagle Ford Shale, and Corporate Segment.