UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
EnLink Midstream, LLC
(Name of Issuer)
Common Units
(Title of Class of Securities)
29336T100
(CUSIP Number)
Global Infrastructure Management, LLC
Attention: Julie Ahsowrth
1345 Avenue of the Americas, 30th Floor,
New York, New York 10105
(212) 315-8100
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 2024
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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).
| 1 | Names
of Reporting Persons Global Infrastructure Investors III, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| 1 | Names
of Reporting Persons Global Infrastructure GP III, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% |
| 14 | Type of Reporting Person
PN |
| 1 | Names
of Reporting Persons GIP III Stetson Aggregator II, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% |
| 14 | Type of Reporting Person
PN |
| 1 | Names
of Reporting Persons GIP III Stetson Aggregator I, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% |
| 14 | Type of Reporting Person
PN |
| 1 | Names
of Reporting Persons GIP III Stetson GP, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| 1 | Names
of Reporting Persons GIP III Stetson II, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% |
| 14 | Type of Reporting Person
PN |
| 1 | Names
of Reporting Persons GIP III Stetson I, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% |
| 14 | Type of Reporting Person
PN |
Explanatory Note
This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on July 30, 2018 (as amended to date, the “Schedule 13D”), relating to the Common Units representing limited liability company interests (the “Common Units”) of EnLink Midstream, LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
Transaction Closing
The previously disclosed Transaction closed on October 15, 2024. As part of the Transaction, the Purchaser acquired, in the aggregate, all of the equity interests held by Stetson I and Stetson II in (i) the Issuer for approximately $3.0 billion (or $14.90 per unit) and (ii) the Manager for $300 million, for total cash consideration of approximately $3.3 billion.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety with the following:
| (a) – (b) | This Amendment No. 4 is being filed to report that, as of the date hereof, the Reporting Persons do not beneficially own any shares of Common Units. |
| (c) | During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Units, other than as described in Item 4. |
| (d) | None. |
| (e) | As of October 15, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Units. |
SIGNATURES
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: October 17, 2024
| GLOBAL INFRASTRUCTURE INVESTORS III, LLC | ||
| By: | /s/ Matthew Harris | |
| Name: | Matthew Harris | |
| Title: | Partner | |
| GLOBAL INFRASTRUCTURE GP III, L.P. | ||
| By: | Global Infrastructure Investors III, LLC, its general partner | |
| By: | /s/ Matthew Harris | |
| Name: | Matthew Harris | |
| Title: | Partner | |
| GIP III STETSON AGGREGATOR II, L.P. | ||
| By: | Global Infrastructure GP III, L.P. | |
| By: | Global Infrastructure Investors III, LLC, its general partner | |
| By: | /s/ Matthew Harris | |
| Name: | Matthew Harris | |
| Title: | Partner | |
| GIP III STETSON AGGREGATOR I, L.P. | ||
| By: | Global Infrastructure GP III, L.P. | |
| By: | Global Infrastructure Investors III, LLC, its general partner | |
| By: | /s/ Matthew Harris | |
| Name: | Matthew Harris | |
| Title: | Partner | |
| GIP III STETSON GP, LLC | ||
| By: | /s/ Matthew Harris | |
| Name: | Matthew Harris | |
| Title: | Manager | |
| GIP III STETSON I, L.P. | ||
| By: | GIP III Stetson GP, LLC, its general partner | |
| By: | /s/ Matthew Harris | |
| Name: | Matthew Harris | |
| Title: | Manager | |
| GIP III STETSON II, L.P. | ||
| By: | GIP III Stetson GP, LLC, its general partner | |
| By: | /s/ Matthew Harris | |
| Name: | Matthew Harris | |
| Title: | Manager | |