SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

 

 

EnLink Midstream Partners, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

29336U 10 7

(CUSIP Number)

Lyndon C. Taylor

Executive Vice President and General Counsel

Devon Energy Corporation

333 W. Sheridan Ave.

Oklahoma City, OK 73102-5015

Tel: (405) 235-3611

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 17, 2015

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:   ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See

§240.13d-7 for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

Devon Energy Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

147,130,063 Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

147,130,063 Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

147,130,063 Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

50.55% (2)

14  

TYPE OF REPORTING PERSON

 

CO – corporation

 

(1) Devon Gas Services, L.P., a Texas limited partnership (“Devon Gas Services”), is the record holder of 87,128,717 common units (“Common Units”) representing limited partner interests in EnLink Midstream Partners, LP, a Delaware limited partnership (“EnLink MLP” or the “Issuer”), Southwestern Gas Pipeline, L.L.C., a Texas limited liability company (formerly known as Southwestern Gas Pipeline, Inc.) (“Southwestern Gas”), is the record holder of 10,951,883 Common Units, EnLink Midstream, Inc., a Delaware corporation (formerly known as Crosstex Energy, Inc.) (“EMI”), is the record holder of 17,431,152 Common Units and Acacia Natural Gas Corp I, Inc., a Delaware corporation (“Acacia”), is the record holder of 31,618,311 Class D common units (“Class D Units”) representing limited partner interests in the Issuer. The Class D Units will convert into Common Units on a one-for-one basis on the first business day following the record date with respect to the distribution for the first quarter of 2015. Common Units and Class D Units are sometimes collectively referred to herein as the “Units.” As the indirect owner of (i) 100% of the outstanding limited and general partner interests in Devon Gas Services, (ii) 100% of the outstanding limited liability company interests of Southwestern Gas and (iii) 70.33% of the outstanding membership interest in EnLink Midstream, LLC, a Delaware limited liability company (“EnLink Midstream”) (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, LLC, EnLink Midstream’s managing member and a Delaware limited liability company (“EnLink Midstream Manager”)), which is the holder of 100% of the outstanding common stock of each of EMI and Acacia, the Reporting Person may be deemed to beneficially own all of the Common Units held by Devon Gas Services, Southwestern Gas and EMI and all of the Class D Units held by Acacia. As the indirect owner of 100% of the outstanding limited liability company interests of EnLink Midstream GP, LLC, a Delaware limited liability company and the general partner of EnLink MLP (the “General Partner”), the Reporting Person may also be deemed to be the indirect beneficial owner of (i) the incentive distribution rights (which represent the right to receive increasing percentages of quarterly distributions in excess of specified amounts) (the “incentive distribution rights”) and (ii) the approximately 0.55% general partner interest in EnLink MLP. The Reporting Person disclaims beneficial ownership of the reported securities in excess of its pecuniary interests therein.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C common units (“Class C Units”) representing limited partner interests in the Issuer and 31,618,311 Class D Units).

 

2

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

Devon Energy Corporation (Oklahoma)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Oklahoma, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

147,130,063 Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

147,130,063 Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

147,130,063 Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

50.55% (2)

14  

TYPE OF REPORTING PERSON

 

CO – corporation

 

(1) Devon Gas Services is the record holder of 87,128,717 Common Units, Southwestern Gas is the record holder of 10,951,883 Common Units, EMI is the record holder of 17,431,152 Common Units and Acacia is the record holder of 31,618,311 Class D Units. The Class D Units will convert into Common Units on a one-for-one basis on the first business day following the record date with respect to the distribution for the first quarter of 2015. As the indirect owner of (i) 100% of the outstanding limited and general partner interests in Devon Gas Services, (ii) 100% of the outstanding limited liability company interests of Southwestern Gas and (iii) 70.33% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstream’s managing member), which is the holder of 100% of the outstanding common stock of each of EMI and Acacia, the Reporting Person may be deemed to beneficially own all of the Common Units held by Devon Gas Services, Southwestern Gas and EMI and all of the Class D Units held by Acacia. As the indirect owner of 100% of the outstanding limited liability company interests of the General Partner, the Reporting Person may also be deemed to be the indirect beneficial owner of (i) the incentive distribution rights and (ii) the approximately 0.55% general partner interest in EnLink MLP. The Reporting Person disclaims beneficial ownership of the reported securities in excess of its pecuniary interests therein.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

3

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

Devon Gas Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

147,130,063 Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

147,130,063 Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

147,130,063 Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

50.55% (2)

14  

TYPE OF REPORTING PERSON

 

CO – corporation

 

(1) Devon Gas Services is the record holder of 87,128,717 Common Units, Southwestern Gas is the record holder of 10,951,883 Common Units, EMI is the record holder of 17,431,152 Common Units and Acacia is the record holder of 31,618,311 Class D Units. The Class D Units will convert into Common Units on a one-for-one basis on the first business day following the record date with respect to the distribution for the first quarter of 2015. As the owner of (i) 100% of the outstanding limited and general partner interests in Devon Gas Services, (ii) 100% of the outstanding limited liability company interests of Southwestern Gas and (iii) 70.33% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstream’s managing member), which is the holder of 100% of the outstanding common stock of each of EMI and Acacia, the Reporting Person may be deemed to beneficially own all of the Common Units held by Devon Gas Services, Southwestern Gas and EMI and all of the Class D Units held by Acacia. As the indirect owner of 100% of the outstanding limited liability company interests of the General Partner, the Reporting Person may also be deemed to be the indirect beneficial owner of (i) the incentive distribution rights and (ii) the approximately 0.55% general partner interest in EnLink MLP. The Reporting Person disclaims beneficial ownership of the reported securities in excess of its pecuniary interests therein.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

4

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

Southwestern Gas Pipeline, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

10,951,883 Common Units

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

10,951,883 Common Units

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,951,883 Common Units

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.76% (1)

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

5

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

Devon Gas Operating, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

136,178,180 Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

136,178,180 Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

136,178,180 Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

46.79% (2)

14  

TYPE OF REPORTING PERSON

 

CO – corporation

 

(1) Devon Gas Services is the record holder of 87,128,717 Common Units, EMI is the record holder of 17,431,152 Common Units and Acacia is the record holder of 31,618,311 Class D Units. The Class D Units will convert into Common Units on a one-for-one basis on the first business day following the record date with respect to the distribution for the first quarter of 2015. As the general partner of Devon Gas Services and the indirect owner of 70.33% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstream’s managing member), which is the holder of 100% of the outstanding common stock of each of EMI and Acacia, the Reporting Person may be deemed to beneficially own all of the Common Units held by Devon Gas Services and EMI and all of the Class D Units held by Acacia. As the indirect owner of 100% of the outstanding limited liability company interests of the General Partner, the Reporting Person may also be deemed to be the indirect beneficial owner of (i) the incentive distribution rights and (ii) the approximately 0.55% general partner interest in EnLink MLP. The Reporting Person disclaims beneficial ownership of the reported securities in excess of its pecuniary interests therein.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

6

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

Devon Gas Services, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

136,178,180 Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

136,178,180 Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

136,178,180 Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

46.79% (2)

14  

TYPE OF REPORTING PERSON

 

OO – limited partnership

 

(1) Devon Gas Services is the record holder of 87,128,717 Common Units, EMI is the record holder of 17,431,152 Common Units and Acacia is the record holder of 31,618,311 Class D Units. The Class D Units will convert into Common Units on a one-for-one basis on the first business day following the record date with respect to the distribution for the first quarter of 2015. As the owner of 70.33% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstream’s managing member), which is the holder of 100% of the outstanding common stock of each of EMI and Acacia, the Reporting Person may be deemed to beneficially own all of the Common Units held by EMI and all of the Class D Units held by Acacia. As the indirect owner of 100% of the outstanding limited liability company interests of the General Partner, the Reporting Person may also be deemed to be the indirect beneficial owner of (i) the incentive distribution rights and (ii) the approximately 0.55% general partner interest in EnLink MLP. The Reporting Person disclaims beneficial ownership of the reported securities in excess of its pecuniary interests therein.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

7

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

EnLink Midstream Manager, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

49,049,463 Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

49,049,463 Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,049,463 Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.85% (2)

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) EMI is the record holder of 17,431,152 Common Units and Acacia is the record holder of 31,618,311 Class D Units. The Class D Units will convert into Common Units on a one-for-one basis on the first business day following the record date with respect to the distribution for the first quarter of 2015. As the managing member of EnLink Midstream, the holder of 100% of the outstanding common stock of each of EMI and Acacia, the Reporting Person may be deemed to beneficially own all of the Common Units held by EMI and all the Class D Units held by Acacia. As the indirect owner of 100% of the outstanding limited liability company interests of the General Partner, the Reporting Person may also be deemed to be the indirect beneficial owner of (i) the incentive distribution rights and (ii) the approximately 0.55% general partner interest in EnLink MLP. The Reporting Person disclaims beneficial ownership of the reported securities in excess of its pecuniary interests therein.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

8

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

EnLink Midstream, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

49,049,463 Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

49,049,463 Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,049,463 Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.85% (2)

14  

TYPE OF REPORTING PERSON

 

OO – limited liability company

 

(1) EMI is the record holder of 17,431,152 Common Units and Acacia is the record holder of 31,618,311 Class D Units. The Class D Units will convert into Common Units on a one-for-one basis on the first business day following the record date with respect to the distribution for the first quarter of 2015. As the owner of 100% of the outstanding common stock of each of EMI and Acacia, the Reporting Person may be deemed to beneficially own all of the Common Units held by EMI and all the Class D Units held by Acacia. As the indirect owner of 100% of the outstanding limited liability company interests of the General Partner, the Reporting Person may also be deemed to be the indirect beneficial owner of (i) the incentive distribution rights and (ii) the approximately 0.55% general partner interest in EnLink MLP. The Reporting Person disclaims beneficial ownership of the reported securities in excess of its pecuniary interests therein.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

9

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

EnLink Midstream, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

17,431,152 Common Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

17,431,152 Common Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,431,152 Common Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.99% (2)

14  

TYPE OF REPORTING PERSON

 

CO – corporation

 

(1) As the owner of 100% of the outstanding limited liability company interests of the General Partner, the Reporting Person may also be deemed to be the indirect beneficial owner of (i) the incentive distribution rights and (ii) the approximately 0.55% general partner interest in EnLink MLP. The Reporting Person disclaims beneficial ownership of the reported securities in excess of its pecuniary interests therein.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

10

Common Unit CUSIP No. 29336U 10 7

 

  1   

NAME OF REPORTING PERSON

 

Acacia Natural Gas Corp I, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  ¨        (b):  x

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO (see Item 3)

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware, United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

     8   

SHARED VOTING POWER

 

31,618,311 Class D Units (1)

     9   

SOLE DISPOSITIVE POWER

 

   10   

SHARED DISPOSITIVE POWER

 

31,618,311 Class D Units (1)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

31,618,311 Class D Units (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.86% (2)

14  

TYPE OF REPORTING PERSON

 

CO – corporation

 

(1) The Class D Units will convert into Common Units on a one-for-one basis on the first business day following the record date with respect to the distribution for the first quarter of 2015.
(2) Based on a total of 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units).

 

11

SCHEDULE 13D/A

 

Item 1. Security and Issuer

This Schedule 13D/A (“Schedule 13D/A”) relates to the Units of EnLink MLP. The address of the principal executive offices of the Issuer is 2501 Cedar Springs Rd., Dallas, Texas 75201.

 

Item 2. Identity and Background

(a) This Schedule 13D/A is being filed by:

 

  (i) Devon Energy Corporation, a Delaware corporation (“Devon”);

 

  (ii) Devon Energy Corporation (Oklahoma), an Oklahoma corporation (“Devon OK”);

 

  (iii) Devon Gas Corporation, a Delaware corporation (“Devon Gas”);

 

  (iv) Southwestern Gas;

 

  (v) Devon Gas Operating, Inc., a Delaware corporation (“Devon Gas Operating”);

 

  (vi) Devon Gas Services;

 

  (vii) EnLink Midstream Manager;

 

  (viii) EnLink Midstream;

 

  (ix) EMI; and

 

  (x) Acacia (together with Devon, Devon OK, Devon Gas, Southwestern Gas, Devon Gas Operating, Devon Gas Services, EnLink Midstream Manager, EnLink Midstream and EMI, the “Reporting Persons”).

Devon is a public company and owns 100% of the outstanding common stock of Devon OK. Devon OK owns 100% of the common stock of Devon Gas. Devon Gas owns (i) 100% of the limited partner interests of Devon Gas Services, (ii) 100% of the outstanding common stock of Devon Gas Operating, the general partner of Devon Gas Services, and (iii) 100% of the outstanding limited liability company interests of Southwestern Gas. Devon Gas Services owns 70.33% of the limited liability company interests of EnLink Midstream and 100% of the limited liability company interests of EnLink Midstream Manager, the managing member of EnLink Midstream. EnLink Midstream owns 100% of the outstanding common stock of each of EMI and Acacia. EMI owns 5.99% of the limited partner interests of EnLink MLP and all of the limited liability company interests of the General Partner. The General Partner owns (i) the incentive distribution rights and (ii) the approximately 0.55% general partner interest in EnLink MLP.

(b) The address of the principal executive offices of the Reporting Persons is 333 West Sheridan Avenue, Oklahoma City, Oklahoma, 73102.

(c) The principal business of:

 

  (i) Devon is to hold equity interests in entities that are involved in the business of the exploration and production of oil and natural gas;

 

  (ii) Devon OK is to hold equity interests in Devon Gas Corporation and other entities;

 

  (iii) Devon Gas is to hold equity interests in Southwestern Gas, Devon Gas Services, Devon Gas Operating and other entities;

 

  (iv) Southwestern Gas is to hold equity interests in EnLink MLP;

 

12

  (v) Devon Gas Operating is to hold a general partner interest in Devon Gas Services;

 

  (vi) Devon Gas Services is to engage in marketing activities related to crude oil, natural gas liquids and natural gas production and to hold equity interests in EnLink MLP, EnLink Midstream and EnLink Midstream Manager;

 

  (vii) EnLink Midstream Manager is to hold a managing member interest in EnLink Midstream;

 

  (viii) EnLink Midstream is to hold equity interests in EMI and Acacia;

 

  (ix) EMI is to hold equity interests in EnLink MLP, the General Partner and other entities; and

 

  (x) Acacia is to hold equity interests in EnLink MLP and EnLink Midstream Holdings, LP, a Delaware limited partnership (“EMH”).

In accordance with the provisions of General Instruction C to Schedule 13D, certain information concerning the executive officers, directors and partners of the Reporting Persons, as applicable, and persons controlling the Reporting Persons, as applicable (collectively, the “Covered Persons”), required by Item 2 of Schedule 13D is provided on Appendix A.

(d) During the last five years, no Reporting Persons nor any person named on Appendix A attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, no Reporting Persons nor any person named on Appendix A attached hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 a finding of any violation with respect to such laws.

(f) Devon, Devon Gas, Devon Gas Operating, EMI and Acacia are each a Delaware corporation. Devon OK is an Oklahoma corporation. Southwestern Gas is a Texas limited liability company. Devon Gas Services is a Texas limited partnership. EnLink Midstream Manager and EnLink Midstream are each a Delaware limited liability company. All of the persons named on Appendix A attached hereto, other than Mr. Michael M. Kanovsky, are United States citizens. Mr. Kanovsky is a citizen of Canada.

 

Item 3. Source and Amount of Funds or Other Consideration

On October 22, 2014, EnLink MLP entered into a Contribution and Transfer Agreement (the “E2 Drop-Down Agreement”) with EMI, pursuant to which EMI sold 100% of the Class A Units and 50% of the Class B Units (collectively, the “E2 Appalachian Units”) in E2 Appalachian Compression, LLC (“E2 Appalachian”), and 93.7% of the Class A Units (the “Energy Services Units” and, together with the E2 Appalachian Units, the “Purchased Units”) in E2 Energy Services, LLC (“Energy Services”), to EnLink MLP. The closing of the E2 Drop-Down Agreement occurred simultaneously with its execution. The total consideration paid by EnLink MLP to EMI for the Purchased Units included (i) $13,000,000 in cash for the Energy Services Units and (ii) $150,000,000 in cash and 1,016,322 Common Units for the E2 Appalachian Units.

On February 17, 2015, Acacia entered into a Contribution and Transfer Agreement (the “EMH Drop-Down Agreement”) with EnLink MLP, pursuant to which Acacia sold a 25% limited partner interest (the “EMH Transferred Interests”) in EMH, to EnLink MLP. The closing of the transactions contemplated by the EMH Drop-Down Agreement occurred simultaneously with the execution of the EMH Drop-Down Agreement. As consideration for the EMH Transferred Interests, EnLink MLP issued 31,618,311 Class D Units to Acacia.

The Class D Units are substantially similar in all respects to the Common Units, except that they will only be entitled to a pro rata distribution for the fiscal quarter ended March 31, 2015. The Class D Common Units will automatically convert into Common Units on a one-for-one basis on the first business day following the record date for distribution payments with respect to the distribution for the quarter ended March 31, 2015.

On March 23, 2015, the Issuer entered into the Contribution, Conveyance and Assumption Agreement (the “VEX Drop-Down Agreement”) with Devon Gas Services. Pursuant to the VEX Drop-Down Agreement, on April 1,

 

13

2015, the Issuer acquired all of the equity interests in Victoria Express Pipeline, L.L.C., a Texas limited liability company, and certain related assets from Devon Gas Services in exchange for $171 million in cash (subject to certain post-closing adjustments), the issuance of 338,159 Common Units and the assumption of approximately $30-$40 million in certain construction costs related to the contributed assets.

The foregoing description of the E2 Drop-Down Agreement, EMH Drop-Down Agreement and VEX Drop-Down Agreement set forth in this Item 3 does not purport to be complete and is qualified in its entirety by reference to the full text of each of the E2 Drop-Down Agreement, EMH Drop-Down Agreement and VEX Drop-Down Agreement, which have been filed as Exhibits 5, 6 and 9 hereto, respectively. The information set forth in or incorporated by reference in Item 4 of this Schedule 13D/A is incorporated by reference in its entirety into this Item 3.

 

Item 4. Purpose of Transaction

On March 7, 2014, Devon combined substantially all of its U.S. midstream business with EMI and EnLink MLP (the “Midstream Contribution”) pursuant to (i) a Contribution Agreement, dated October 21, 2013 (the “Midstream Contribution Agreement”), among Devon, Devon Gas Services, Devon Gas, Southwestern Gas, EnLink MLP and EnLink Midstream Operating, LP (formerly known as Crosstex Energy Services, L.P.), a Delaware limited partnership and a wholly-owned subsidiary of EnLink MLP, and (ii) a Merger Agreement (as such term is defined in the Midstream Contribution Agreement).

In connection with the closing of the Midstream Contribution, on March 7, 2014, Devon, Devon Gas Services, Southwestern Gas, EnLink MLP and the General Partner entered into a Unitholder Agreement (the “Unitholder Agreement”). Under the Unitholder Agreement, in certain circumstances, EnLink MLP is obligated, upon request, to file a registration statement covering the potential sale of Common Units acquired by Devon Gas Services and Southwestern Gas in connection with the Midstream Contribution. In addition, the Unitholder Agreement gives Devon Gas Services and Southwestern Gas piggyback registration rights under certain circumstances. The registration rights are transferable to affiliates of Devon Gas Services and Southwestern Gas and, in certain circumstances, to third parties. The Unitholder Agreement also includes provisions dealing with holdback agreements, indemnification and contribution, and allocation of expenses, as well as EnLink MLP’s obligations to provide certain financial and other information to Devon Gas Services and Southwestern Gas.

On March 25, 2015, in furtherance of a request by Devon pursuant to the Unitholder Agreement, the Issuer and Southwestern Gas entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), providing for the offer and sale of 22,800,000 Common Units by Southwestern Gas (the “Offering”), and purchase by the Underwriters of the Common Units at a price of $24.94 per Common Unit. The Offering closed on March 30, 2015. Pursuant to the Underwriting Agreement, the Underwriters were granted a 30-day option to purchase up to an additional 3,420,000 Common Units from Southwestern Gas.

Pursuant to the Underwriting Agreement, Southwestern Gas, the Issuer, Devon Gas Services, EMI and certain directors and officers listed on Schedule 4 to the Underwriting Agreement have each entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which they agreed with the Underwriters not to offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units during the period from March 25, 2015 continuing through the date 30 days thereafter, except with the prior written of the representative of the Underwriters.

The foregoing descriptions of the Midstream Contribution Agreement, the Unitholder Agreement, the Underwriting Agreement and the Lock-Up Agreement set forth in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Midstream Contribution Agreement, which has been filed as Exhibit 1 hereto, the Unitholder Agreement, which has been filed as Exhibit 2 hereto, the Underwriting Agreement, which has been filed as Exhibit 10 hereto, and the Lock-Up Agreement, which is included in the Underwriting Agreement, and are incorporated herein by reference.

Following the closing of the transactions contemplated by the EMH Drop-Down Agreement described in Item 3, Acacia retained a 25% limited partner interest in EMH. Acacia plans to contribute this 25% limited partner interest to EnLink MLP during the second half of 2015, and it is anticipated that at least part of the consideration for this transaction would be units representing limited partner interests in the Issuer.

Except as set forth in this Schedule 13D/A, the Reporting Persons have no present plans which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common Units reported as beneficially owned in this statement (and in what amounts) or to retain such securities,

 

14

the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

 

Item 5. Interest in Securities of the Issuer

(a) – (b) The aggregate number and percentage of units beneficially owned by the Reporting Persons (on the basis of a total of approximately 291,034,166 units outstanding as of April 1, 2015 (including 6,704,285 Class C Units and 31,618,311 Class D Units)) are as follows:

Devon

 

  (a) Amount beneficially owned: 147,130,063 Units                                Percentage: 50.55%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 147,130,063 Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 147,130,063 Units

Devon OK

 

  (a) Amount beneficially owned: 147,130,063 Units                                Percentage: 50.55%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 147,130,063 Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 147,130,063 Units

Devon Gas

 

  (a) Amount beneficially owned: 147,130,063 Units                                Percentage: 50.55%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 147,130,063 Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 147,130,063 Units

Southwestern Gas

 

  (a) Amount beneficially owned: 10,951,883 Common Units                  Percentage: 3.76%

 

15

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 10,951,883 Common Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 10,951,883 Common Units

Devon Gas Operating

 

  (a) Amount beneficially owned: 136,178,180 Units                                Percentage: 46.79%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 136,178,180 Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 136,178,180 Units

Devon Gas Services

 

  (a) Amount beneficially owned: 136,178,180 Units                                Percentage: 46.79%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 136,178,180 Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 136,178,180 Units

EnLink Midstream Manager

 

  (a) Amount beneficially owned: 49,049,463 Units                                Percentage: 16.85%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 49,049,463 Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 49,049,463 Units

EnLink Midstream

 

  (a) Amount beneficially owned: 49,049,463 Units                                Percentage: 16.85%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

16

  ii. Shared power to vote or to direct the vote: 49,049,463 Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 49,049,463 Units

EMI

 

  (a) Amount beneficially owned: 17,431,152 Common Units                                Percentage: 5.99%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 17,431,152 Common Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 17,431,152 Common Units

Acacia

 

  (a) Amount beneficially owned: 31,618,311 Class D Units                                Percentage: 10.86%

 

  (b) Number of shares to which the Reporting Person has:

 

  i. Sole power to vote or to direct the vote: 0

 

  ii. Shared power to vote or to direct the vote: 31,618,311 Class D Units

 

  iii. Sole power to dispose or to direct the disposition of: 0

 

  iv. Shared power to dispose or to direct the disposition of: 31,618,311 Class D Units

To the knowledge of the Reporting Persons, no executive officer or manager of the Reporting Persons or other party listed on Appendix A has sole or shared beneficial ownership of any Units beneficially owned by the Reporting Persons.

(c) There have been no reportable transactions with respect to the Units within the last 60 days by the Reporting Persons, except as described in Item 3 above.

(d) To the 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 Units described in this Item 5.

(e) On March 30, 2015, Southwestern Gas ceased to be the beneficial owner of more than 5% of the outstanding units of the Issuer.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated in Item 4 is incorporated herein by reference.

Under the Third Amended and Restated Limited Liability Company Agreement of the General Partner (the “Amended GP LLC Agreement”), EMI has the right to elect the members of the Board of the General Partner.

The Seventh Amended and Restated Agreement of Limited Partnership of EnLink MLP, as amended (the “Amended MLP LPA”), additionally contains various provisions with respect to the Units governing, among other matters, voting, distributions, transfers, the General Partner’s limited call right and allocations of profits and losses to the partners.

 

17

References to, and descriptions of, the Amended GP LLC Agreement and the Amended MLP LPA as set forth herein are qualified in their entirety by reference to the copies of the Amended GP LLC Agreement included as Exhibit 3 hereto, and the Amended MLP LPA (and amendments thereto) included as Exhibits 4, 7 and 8 to this Schedule 13D/A, and such agreements, including, as applicable, amendments thereto, are incorporated by reference herein in their entirety where such references and descriptions appear.

 

Item 7. Material to Be Filed as Exhibits

The information set forth immediately following the signature page hereto is incorporated herein by reference.

 

18

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 1, 2015

 

DEVON ENERGY CORPORATION
By:   /s/ Carla D. Brockman
Name:   Carla D. Brockman
Title:   Vice President Corporate Governance and Secretary
DEVON ENERGY CORPORATION (OKLAHOMA)
By:   /s/ Carla D. Brockman
Name:   Carla D. Brockman
Title:   Vice President and Secretary
DEVON GAS CORPORATION
By:   /s/ Carla D. Brockman
Name:   Carla D. Brockman
Title:   Vice President and Secretary
SOUTHWESTERN GAS PIPELINE, L.L.C.
By:   /s/ Carla D. Brockman
Name:   Carla D. Brockman
Title:   Vice President and Secretary
DEVON GAS OPERATING, INC.
By:   /s/ Carla D. Brockman
Name:   Carla D. Brockman
Title:   Vice President and Secretary
DEVON GAS SERVICES, L.P.
By:   Devon Gas Operating, Inc., its general partner
By:   /s/ Carla D. Brockman
Name:   Carla D. Brockman
Title:   Vice President and Secretary

SIGNATURE PAGE TO

SCHEDULE 13D/A

 

ENLINK MIDSTREAM MANAGER, LLC
By:   /s/ Barry E. Davis
Name:  

Barry E. Davis

Title:   President and Chief Executive Officer
ENLINK MIDSTREAM, LLC
By:   EnLink Midstream Manager, LLC, its managing member
By:   /s/ Barry E. Davis
Name:  

Barry E. Davis

Title:  

President and Chief Executive Officer

ENLINK MIDSTREAM, INC.
By:   /s/ Barry E. Davis
Name:  

Barry E. Davis

Title:  

President and Chief Executive Officer

ACACIA NATURAL GAS CORP I, INC.
By:   /s/ Barry E. Davis
Name:  

Barry E. Davis

Title:   President and Chief Executive Officer

SIGNATURE PAGE TO

SCHEDULE 13D/A

EXHIBIT INDEX

 

Exhibit 1:    Contribution Agreement dated October 21, 2013, by and among Devon Energy Corporation, Devon Gas Corporation, Devon Gas Services, L.P., Southwestern Gas Pipeline, Inc., Crosstex Energy, L.P. and Crosstex Energy Services, L.P. (incorporated herein by reference to Exhibit 2.2 to the Devon Energy Corporation Current Report on Form 8-K filed on October 22, 2013).
Exhibit 2:    Unitholder Agreement dated March 7, 2014, by and between Devon Energy Corporation, Devon Gas Services, L.P., Southwestern Gas Pipeline, Inc., Crosstex Energy GP, LLC, and Crosstex Energy, L.P. (incorporated herein by reference to Exhibit 10.2 to the Devon Energy Corporation Current Report on Form 8-K filed on March 10, 2014).
Exhibit 3:    Third Amended and Restated Limited Liability Company Agreement of EnLink Midstream GP, LLC, dated as of
July 7, 2014 (incorporated herein by reference to Exhibit 3.2 to the EnLink Midstream Partners, LP Current Report on Form 8-K filed on July 7, 2014).
Exhibit 4:    Seventh Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated as of
July 7, 2014 (incorporated by reference to Exhibit 3.1 to the EnLink Midstream Partners, LP Current Report on Form 8-K filed on July 7, 2014).
Exhibit 5:    Contribution and Transfer Agreement dated October 22, 2014, by and among EnLink Midstream Partners, LP and EnLink Midstream, Inc. (incorporated by reference to Exhibit 10.1 to the EnLink Midstream Partners, LP Current Report on Form 8-K filed on October 22, 2014).
Exhibit 6:    Contribution and Transfer Agreement dated February 17, 2015, by and between Acacia Natural Gas Corp I, Inc. and EnLink Midstream Partners, LP (incorporated by reference to Exhibit 10.1 to the EnLink Midstream Partners, LP Current Report on Form 8-K filed on February 17, 2015).
Exhibit 7:    Amendment No. 1 to Seventh Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated February 17, 2015 (incorporated by reference to Exhibit 3.1 to the EnLink Midstream Partners, LP Current Report on Form 8-K filed on February 17, 2015).
Exhibit 8:    Amendment No. 2 to Seventh Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated March 16, 2015 (incorporated by reference to Exhibit 3.1 to the EnLink Midstream Partners, LP Current Report on Form 8-K filed on March 16, 2015).
Exhibit 9:    Contribution, Conveyance and Assumption Agreement dated March 23, 2015, between Devon Gas Services, L.P. and EnLink Midstream Partners, LP (incorporated herein by reference to Exhibit 10.1 to the EnLink Midstream Partners, LP Current Report on Form 8-K filed on March 24, 2015).
Exhibit 10:    Underwriting Agreement, dated as of March 25, 2015, by and among EnLink Midstream Partners, LP, Southwestern Gas Pipeline, L.L.C. and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the EnLink Midstream Partners, LP Current Report on Form 8-K filed on March 25, 2015).
Exhibit 11:    Joint Filing Agreement (filed herewith).

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

The following tables set forth the names, positions and present principal occupations or employment and business addresses of the members, directors and executive officers of the Reporting Persons. All the individuals listed below, other than Michael M. Kanovsky are citizens of the United States. Mr. Kanovsky is a citizen of Canada.

Directors and Executive Officers of Devon Energy Corporation

 

Name

  

Position at Devon
Energy Corporation

  

Present Principal Occupation

or Employment

and Business Address

J. Larry Nichols

   Executive Chairman of the Board  

Executive Chairman of the Board of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

John Richels

   President, Chief Executive Officer and Vice Chairman of the Board  

President and Chief Executive Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Darryl G. Smette

   Executive Vice President Marketing, Facilities, Pipeline and Supply Chain  

Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Lyndon C. Taylor

   Executive Vice President and General Counsel  

Executive Vice President and General Counsel of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Thomas L. Mitchell

   Executive Vice President and Chief Financial Officer  

Executive Vice President and Chief Financial Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

David A. Hager

   Chief Operating Officer  

Chief Operating Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Frank W. Rudolph

   Executive Vice President Human Resources  

Executive Vice President Human Resources of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Tony D. Vaughn

   Executive Vice President Exploration and Production  

Executive Vice President Exploration and Production of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

 

A-1

Name

  

Position at Devon
Energy Corporation

  

Present Principal Occupation

or Employment

and Business Address

R. Alan Marcum

   Executive Vice President Administration  

Executive Vice President Administration of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

John A. Hill

   Lead Director  

Vice Chairman and Managing Director of First Reserve Corporation

One Lafayette Place

Greenwich, CT 06830

Michael M. Kanovsky

   Director  

President of Sky Energy Corporation

2000, 400 3rd Ave., S.W.

Calgary, AB Canada T2P4H2

Mary P. Ricciardello

   Director  

Director of Devon Energy Corporation and Noble Corporation

c/o Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Robert A. Mosbacher, Jr.

   Director  

Chairman of Mosbacher Energy Company

888 16th Street, NW, Suite 800

Washington, DC 20006

Duane C. Radtke

   Director  

President and Chief Executive Officer of Valiant Exploration LLC

c/o Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Robert H. Henry

   Director  

President and Chief Executive Officer of Oklahoma City University

2501 N Blackwelder, Suite 205

Oklahoma City, OK 73106

Barbara M. Baumann

   Director  

President of Cross Creek Energy Corp.

621 17th St # 811

Denver, CO 80293

John E. Bethancourt

   Director  

Board of Trustees of the Texas A&M Foundation

c/o Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

 

A-2

Directors and Executive Officers of Devon Energy Corporation (Oklahoma)

 

Name

  

Position at Devon

Energy Corporation (Oklahoma)

  

Present Principal Occupation

or Employment

and Business Address

John Richels

   President and Chief Executive Officer and Director  

President and Chief Executive Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Darryl G. Smette

   Executive Vice President and Director  

Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

David A. Hager

   Chief Operating Officer and Director  

Chief Operating Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Lyndon C. Taylor

   Executive Vice President  

Executive Vice President and General Counsel of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

R. Alan Marcum

   Executive Vice President  

Executive Vice President Administration of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Frank W. Rudolph

   Executive Vice President  

Executive Vice President Human Resources of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Thomas L. Mitchell

   Executive Vice President  

Executive Vice President and Chief Financial Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Tony D. Vaughn

   Executive Vice President  

Executive Vice President Exploration and Production of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

 

A-3

Directors and Executive Officers of Devon Gas Corporation

 

Name

  

Position at Devon

Gas Corporation

  

Present Principal Occupation

or Employment

and Business Address

John Richels

   President and Chief Executive Officer and Director  

President and Chief Executive Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Darryl G. Smette

   Executive Vice President and Director  

Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

David A. Hager

   Chief Operating Officer and Director  

Chief Operating Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Lyndon C. Taylor

   Executive Vice President  

Executive Vice President and General Counsel of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

R. Alan Marcum

   Executive Vice President  

Executive Vice President Administration of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Frank W. Rudolph

   Executive Vice President  

Executive Vice President Human Resources of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Thomas L. Mitchell

   Executive Vice President  

Executive Vice President and Chief Financial Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Directors and Executive Officers of Southwestern Gas Pipeline, L.L.C.

Southwestern Gas Pipeline, L.L.C. has the officers listed below and is managed by Devon Gas Corporation, its sole member, whose directors and executive officers are listed above.

 

Name

  

Position at Southwestern

Gas Pipeline, L.L.C.

  

Present Principal Occupation

or Employment and

Business Address

John Richels

   President and Chief Executive Officer  

President and Chief Executive Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Darryl G. Smette

   Executive Vice President  

Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

 

A-4

David A. Hager

   Chief Operating Officer  

Chief Operating Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Lyndon C. Taylor

   Executive Vice President  

Executive Vice President and General Counsel of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

R. Alan Marcum

   Executive Vice President  

Executive Vice President Administration of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Frank W. Rudolph

   Executive Vice President  

Executive Vice President Human Resources of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Thomas L. Mitchell

   Executive Vice President  

Executive Vice President and Chief Financial Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Directors and Executive Officers of Devon Gas Operating, Inc.

 

Name

  

Position at Devon
Gas Operating, Inc.

  

Present Principal Occupation

or Employment

and Business Address

John Richels

   President and Chief Executive Officer and Director  

President and Chief Executive Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Darryl G. Smette

   Executive Vice President and Director  

Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

David A. Hager

   Chief Operating Officer and Director  

Chief Operating Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Lyndon C. Taylor

   Executive Vice President  

Executive Vice President and General Counsel of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

R. Alan Marcum

   Executive Vice President  

Executive Vice President Administration of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

 

A-5

Name

  

Position at Devon
Gas Operating, Inc.

  

Present Principal Occupation

or Employment

and Business Address

Frank W. Rudolph

   Executive Vice President  

Executive Vice President Human Resources of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Thomas L. Mitchell

   Executive Vice President  

Executive Vice President and Chief Financial Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

General Partner and Limited Partner of Devon Gas Services, L.P.

The sole general partner of Devon Gas Services, L.P. is Devon Gas Operating, Inc. and the sole limited partner is Devon Gas Corporation. Information regarding the directors and executive officers of each of these entities are listed above.

Directors and Executive Officers of EnLink Midstream Manager, LLC

 

Name

  

Position at EnLink

Midstream Manager, LLC

  

Present Principal Occupation

or Employment

and Business Address

John Richels

   Chairman  

President and Chief Executive Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Barry E. Davis

   President and Chief Executive Officer, Director  

President and Chief Executive Officer of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Michael J. Garberding

   Executive Vice President and Chief Financial Officer  

Executive Vice President and Chief Financial Officer of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Steven J. Hoppe

   Executive Vice President / Business Unit President  

Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

McMillan (Mac) Hummel

   Executive Vice President / Business Unit President  

Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Alaina K. Brooks

   Senior Vice President, General Counsel and Secretary  

Senior Vice President, General Counsel and Secretary of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

 

A-6

Name

  

Position at EnLink
Midstream Manager, LLC

  

Present Principal Occupation
or Employment
and Business Address

Stan Golemon   Senior Vice President-Engineering and Operations  

Senior Vice President-Engineering and Operations of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Thomas L. Mitchell   Director  

Executive Vice President and Chief Financial Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

David A. Hager   Director  

Chief Operating Officer of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Darryl G. Smette   Director  

Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

Mary P. Ricciardello   Director  

Director of Devon Energy Corporation, Noble Corporation and Midstates Petroleum Company, Inc.

c/o Devon Energy Corporation

333 West Sheridan Avenue

Oklahoma City, Oklahoma 73102

James C. Crain   Director  

Investor

300 Crescent Court, Suite 900

Dallas, TX 75201

Leldon E. Echols   Director  

Director of Trinity Industries, Inc. and Holly Frontier Corporation

c/o EnLink Midstream, LLC

2501 Cedar Springs Rd.

Dallas, TX 75201

Rolf A. Gafvert   Director  

Director of EnLink Midstream Manager, LLC

c/o EnLink Midstream, LLC

2501 Cedar Springs Rd.

Dallas, TX 75201

Directors and Executive Officers of EnLink Midstream, LLC

EnLink Midstream, LLC has no officers or directors and is managed by EnLink Midstream Manager, LLC, its managing member, whose directors and executive officers are listed above.

 

A-7

Directors and Executive Officers of EnLink Midstream, Inc.

 

Name

  

Position at EnLink

Midstream, Inc.

  

Present Principal Occupation
or Employment
and Business Address

Barry E. Davis   President and Chief Executive Officer, Director  

President and Chief Executive Officer of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Michael J. Garberding   Executive Vice President and Chief Financial Officer, Director  

Executive Vice President and Chief Financial Officer of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Alaina K. Brooks   Senior Vice President, General Counsel and Secretary, Director  

Senior Vice President, General Counsel and Secretary of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Steven J. Hoppe   Executive Vice President / Business Unit President  

Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

McMillan (Mac)

Hummel

   Executive Vice President / Business Unit President  

Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Stan Golemon   Senior Vice President-Engineering and Operations  

Senior Vice President-Engineering and Operations of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Directors and Executive Officers of Acacia Natural Gas Corp I, Inc.

 

Name

  

Position at Acacia Natural

Gas Corp I, Inc.

  

Present Principal Occupation
or Employment
and Business Address

Barry E. Davis   President and Chief Executive Officer, Director  

President and Chief Executive Officer of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Michael J. Garberding   Executive Vice President and Chief Financial Officer, Director  

Executive Vice President and Chief Financial Officer of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Alaina K. Brooks   Senior Vice President, General Counsel and Secretary, Director  

Senior Vice President, General Counsel and Secretary of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

 

A-8

Name

  

Position at Acacia Natural

Gas Corp I, Inc.

  

Present Principal Occupation
or Employment
and Business Address

Steven J. Hoppe   Executive Vice President / Business Unit President  

Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

McMillan (Mac) Hummel   Executive Vice President / Business Unit President  

Executive Vice President / Business Unit President of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

Stan Golemon   Senior Vice President-Engineering and Operations  

Senior Vice President-Engineering and Operations of EnLink Midstream Manager, LLC

2501 Cedar Springs Rd.

Dallas, Texas 75201

 

A-9