Item 1.01
|
Entry into a Material Definitive Agreement.
|
On June 5, 2018, Devon Energy
Corporation (the
Company
) entered into a Purchase Agreement (the
Purchase Agreement
), solely for certain purposes described therein, with Devon Gas Services, L.P., an indirect wholly-owned subsidiary of the
Company (
DGS
), Southwestern Gas Pipeline, L.L.C., an indirect wholly-owned subsidiary of the Company (
Southwestern Gas
), EnLink Midstream Manager, LLC, an indirect wholly-owned subsidiary of the Company
(
Manager
), acting solely in its individual capacity and not in its capacity as managing member of ENLC (as defined below), and GIP III Stetson I, L.P. (
MLP Acquiror
) and GIP III Stetson II, L.P. (
ENLC
Acquiror
), affiliates of Global Infrastructure Partners.
Pursuant to the terms of the Purchase Agreement, (a) DGS will
transfer to ENLC Acquiror 115,495,669 common units representing limited liability company interests in EnLink Midstream, LLC (
ENLC
), (b) DGS will transfer to MLP Acquiror (i) 87,128,717 common units representing limited partner
interests in EnLink Midstream Partners, LP (the
MLP
) and (ii) all of the outstanding limited liability company interests in Manager and (c) Southwestern Gas will transfer to MLP Acquiror 7,531,883 common units
representing limited partner interests in the MLP for aggregate consideration of $3,125,000,000.
The Purchase Agreement includes
customary representations, warranties and covenants, as well as certain indemnity obligations. Closing of the transactions contemplated by the Purchase Agreement is subject to certain conditions, including, among others, certain matters related to
the MLPs and ENLCs revolving credit facilities, and the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Purchase Agreement also contains certain termination
rights for the parties, including if the closing of the transactions contemplated by the Purchase Agreement does not occur by September 4, 2018, subject to certain conditions and possible extension rights.
The Company controls ENLC and the MLP through its ownership of the Manager, and certain of the directors of the Manager and the general
partner of the MLP are also directors or officers of the Company. In addition, the Company, ENLC, the MLP and their respective subsidiaries are party together to various gathering, processing and transportation agreements, as well as other
arrangements and transactions.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is not
complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.