SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Amendment No. 3)
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)
May 27, 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 persons 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
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1 |
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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
180,339,951 Units (1) |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE POWER
180,339,951 Units (1) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,339,951 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) 55.0% (2) |
14 |
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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 7,531,883 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 Common Units and 36,629,888 Class E common units (Class E Units and, together with the Common Units and Class C Units (as defined below), the
Units) representing limited partner interests in the Issuer. 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) 70.3% 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 Midstreams 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 Units held by Devon Gas Services, Southwestern Gas, EMI and 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 0.5 % 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 327,776,609 Units outstanding as of May 27, 2015 (including 6,804,079 Class C common units (Class C Units) representing limited partner interests in the Issuer and 36,629,888 Class E
Units). |
2
Common Unit CUSIP No. 29336U 10 7
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1 |
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NAME OF
REPORTING PERSON Devon Energy Corporation (Oklahoma) |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a): ¨ (b): x |
3 |
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SEC USE ONLY
|
4 |
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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 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Oklahoma, United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
|
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8 |
|
SHARED VOTING POWER
180,339,951 Units (1) |
|
9 |
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SOLE DISPOSITIVE POWER
|
|
10 |
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SHARED DISPOSITIVE POWER
180,339,951 Units (1) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,339,951 Units (1) |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 55.0% (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 7,531,883 Common Units, EMI is the record holder of 17,431,152 Common Units and Acacia is the record holder of
31,618,311 Common Units and 36,629,888 Class E 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) 70.3% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstreams 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 Units held by Devon Gas Services, Southwestern Gas, EMI and 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 0.5% 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 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units). |
3
Common Unit CUSIP No. 29336U 10 7
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1 |
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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
180,339,951 Units (1) |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE POWER
180,339,951 Units (1) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,339,951 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) 55.0% (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 7,531,883 Common Units, EMI is the record holder of 17,431,152 Common Units and Acacia is the record holder of
31,618,311 Common Units and 36,629,888 Class E Units. 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) 70.3% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstreams 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 Units held by Devon Gas Services, Southwestern Gas, EMI and 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 0.5% 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 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units). |
4
Common Unit CUSIP No. 29336U 10 7
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1 |
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NAME OF
REPORTING PERSON Southwestern Gas Pipeline, L.L.C. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a): ¨ (b): x |
3 |
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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 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Texas, United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
|
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8 |
|
SHARED VOTING POWER
7,531,883 Common Units |
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9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
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SHARED DISPOSITIVE POWER
7,531,883 Common Units |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,531,883 Common Units |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 2.3% (1) |
14 |
|
TYPE OF REPORTING PERSON
OO limited liability company |
(1) |
Based on a total of 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units). |
5
Common Unit CUSIP No. 29336U 10 7
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1 |
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NAME OF
REPORTING PERSON Devon Gas Operating, Inc. |
2 |
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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 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware, United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
|
7 |
|
SOLE VOTING POWER
|
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8 |
|
SHARED VOTING POWER
172,808,068 Units (1) |
|
9 |
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SOLE DISPOSITIVE POWER
|
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10 |
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SHARED DISPOSITIVE POWER
172,808,068 Units (1) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,808,068 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) 52.7% (2) |
14 |
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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 Common Units and 36,629,888 Class E Units. As the
general partner of Devon Gas Services and the indirect owner of 70.3% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstreams 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 Units held by Devon Gas Services, EMI and 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 0.5% 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 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units). |
6
Common Unit CUSIP No. 29336U 10 7
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1 |
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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
172,808,068 Units (1) |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE POWER
172,808,068 Units (1) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,808,068 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) 52.7% (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 Common Units and 36,629,888 Class E Units. As the
owner of 70.3% of the outstanding membership interest in EnLink Midstream (as well as 100% of the outstanding membership interest in EnLink Midstream Manager, EnLink Midstreams 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 Units held by EMI and 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 0.5% 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 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units). |
7
Common Unit CUSIP No. 29336U 10 7
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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
85,679,351 Units (1) |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE POWER
85,679,351 Units (1) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,679,351 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) 26.1% (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 Common Units and 36,629,888 Class E Units. 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 Units held by EMI and 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 0.5% 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 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units). |
8
Common Unit CUSIP No. 29336U 10 7
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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
85,679,351 Units (1) |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE POWER
85,679,351 Units (1) |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,679,351 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) 26.1% (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 Common Units and 36,629,888 Class E Units. 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 Units held by EMI and 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 0.5% 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 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units). |
9
Common Unit CUSIP No. 29336U 10 7
|
|
|
|
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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) 5.3% (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 0.5% 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 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units). |
10
Common Unit CUSIP No. 29336U 10 7
|
|
|
|
|
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|
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
68,248,199 Units |
|
9 |
|
SOLE DISPOSITIVE POWER
|
|
10 |
|
SHARED DISPOSITIVE POWER
68,248,199 Units |
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,248,199 Units |
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 20.8% (1) |
14 |
|
TYPE OF REPORTING PERSON
CO corporation |
(1) |
Based on a total of 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E 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 70.3% 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 5.3% 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 0.5% 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;
(v) Devon Gas Operating is to hold a general partner interest in Devon Gas Services;
12
(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.
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 May 27, 2015, the Issuer entered into a Contribution and Transfer Agreement (the Drop-Down
Agreement) with Acacia, pursuant to which Acacia sold a 25% limited partner interest (the Transferred Interests) in EnLink Midstream Holdings, LP (EMH) to the Issuer. The closing of the transactions contemplated by the
Drop-Down Agreement occurred simultaneously with the execution of the Drop-Down Agreement. As consideration for the Transferred Interests, the Partnership issued 36,629,888 Class E Units to Acacia. After giving effect to the closing of the
transactions contemplated by the Drop-Down Agreement, the Issuer indirectly owns 100% of the limited partner interests in EMH.
The Class
E 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 June 30, 2015. The Class E 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 June 30, 2015.
The foregoing description of the 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 the Drop-Down Agreement, which has been filed as Exhibit 6 hereto, and is incorporated herein by reference
Item 4. Purpose of Transaction
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, 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
13
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 327,776,609 units outstanding as of May 27, 2015 (including 6,804,079 Class C Units and 36,629,888 Class E Units)) are as follows:
Devon
(a) Amount beneficially owned:
180,339,951 Units Percentage: 55.0%
(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: 180,339,951 Units
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 180,339,951 Units
Devon OK
(a) Amount beneficially owned:
180,339,951 Units Percentage: 55.0%
(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: 180,339,951 Units
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 180,339,951 Units
Devon Gas
(a) Amount beneficially owned:
180,339,951 Units Percentage: 55.0%
(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: 180,339,951 Units
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 180,339,951 Units
Southwestern Gas
(a) Amount beneficially
owned: 7,531,883 Common Units Percentage: 2.3%
(b) Number of shares to which the Reporting Person has:
i. Sole power to vote or to direct the vote: 0
14
ii. Shared power to vote or to direct the vote: 7,531,883 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: 7,531,883 Common Units
Devon Gas Operating
(a) Amount
beneficially owned: 172,808,068 Units Percentage: 52.7%
(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: 172,808,068 Units
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 172,808,068 Units
Devon Gas Services
(a) Amount
beneficially owned: 172,808,068 Units Percentage: 52.7%
(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: 172,808,068 Units
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 172,808,068 Units
EnLink Midstream Manager
(a) Amount
beneficially owned: 85,679,351 Units Percentage: 26.1%
(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: 85,679,351 Units
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 85,679,351 Units
EnLink Midstream
(a) Amount beneficially
owned: 85,679,351 Units Percentage: 26.1%
(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: 85,679,351 Units
15
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 85,679,351 Units
EMI
(a) Amount beneficially owned:
17,431,152 Common Units Percentage: 5.3%
(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:
68,248,199 Units Percentage: 20.8%
(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: 68,248,199 Units
iii. Sole power to dispose or to direct the disposition of: 0
iv. Shared power to dispose or to direct the disposition of: 68,248,199 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 by the Reporting Persons since Amendment No. 2 to the Reporting Persons Schedule 13D was filed on May 6, 2015, 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) Not applicable.
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 Partners limited call
right and allocations of profits and losses to the partners.
16
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 1 hereto, and the Amended MLP LPA (and amendments thereto) included as Exhibits 2, 3, 4 and 5 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.
17
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.
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Date: May 28, 2015 |
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DEVON ENERGY CORPORATION |
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By: |
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/s/ Carla D. Brockman |
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Name: |
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Carla D. Brockman |
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Title: |
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Vice President Corporate Governance and Secretary |
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DEVON ENERGY CORPORATION (OKLAHOMA) |
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By: |
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/s/ Carla D. Brockman |
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Name: |
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Carla D. Brockman |
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Title: |
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Vice President and Secretary |
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DEVON GAS CORPORATION |
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By: |
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/s/ Carla D. Brockman |
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Name: |
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Carla D. Brockman |
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Title: |
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Vice President and Secretary |
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SOUTHWESTERN GAS PIPELINE, L.L.C. |
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By: |
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/s/ Carla D. Brockman |
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Name: |
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Carla D. Brockman |
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Title: |
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Vice President and Secretary |
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DEVON GAS OPERATING, INC. |
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By: |
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/s/ Carla D. Brockman |
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Name: |
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Carla D. Brockman |
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Title: |
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Vice President and Secretary |
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DEVON GAS SERVICES, L.P. |
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By: |
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Devon Gas Operating, Inc., its general partner |
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By: |
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/s/ Carla D. Brockman |
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Name: |
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Carla D. Brockman |
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Title: |
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Vice President and Secretary |
SIGNATURE
PAGE TO
SCHEDULE 13D/A
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ENLINK MIDSTREAM MANAGER, LLC |
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By: |
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/s/ Barry E. Davis |
Name: |
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Barry E. Davis |
Title: |
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President and Chief Executive Officer |
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ENLINK MIDSTREAM, LLC |
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By: |
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EnLink Midstream Manager, LLC, its managing member |
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By: |
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/s/ Barry E. Davis |
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Name: |
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Barry E. Davis |
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Title: |
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President and Chief Executive Officer |
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ENLINK MIDSTREAM, INC. |
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By: |
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/s/ Barry E. Davis |
Name: |
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Barry E. Davis |
Title: |
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President and Chief Executive Officer |
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ACACIA NATURAL GAS CORP I, INC. |
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By: |
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/s/ Barry E. Davis |
Name: |
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Barry E. Davis |
Title: |
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President and Chief Executive Officer |
SIGNATURE
PAGE TO
SCHEDULE 13D/A
EXHIBIT INDEX
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Exhibit Number |
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Description |
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Exhibit 1: |
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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). |
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Exhibit 2: |
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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). |
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Exhibit 3: |
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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). |
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Exhibit 4: |
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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). |
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Exhibit 5: |
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Amendment No. 3 to Seventh Amended and Restated Agreement of Limited Partnership of EnLink Midstream Partners, LP, dated May 27, 2015 (incorporated by reference to Exhibit 3.1 to the EnLink Midstream Partners, LP Current Report on
Form 8-K filed on May 27, 2015). |
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Exhibit 6: |
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Contribution and Transfer Agreement, dated as of May 27, 2015, by and between EnLink Midstream Partners, LP and Acacia Natural Gas Corp I, Inc. (incorporated by reference to Exhibit 10.1 to the EnLink Midstream Partners, LP Current
Report on Form 8-K filed on May 27, 2015). |
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Exhibit 7: |
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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
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Name |
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Position at Devon
Energy Corporation |
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Present Principal Occupation
or Employment and Business
Address |
J. Larry Nichols |
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Executive Chairman of the Board |
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Executive Chairman of the Board of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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John Richels |
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President, Chief Executive Officer and Vice Chairman of the Board |
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President and Chief Executive Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Darryl G. Smette |
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Executive Vice President Marketing, Facilities, Pipeline and Supply Chain |
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Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Lyndon C. Taylor |
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Executive Vice President and General Counsel |
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Executive Vice President and General Counsel of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Thomas L. Mitchell |
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Executive Vice President and Chief Financial Officer |
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Executive Vice President and Chief Financial Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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David A. Hager |
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Chief Operating Officer |
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Chief Operating Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Frank W. Rudolph |
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Executive Vice President Human Resources |
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Executive Vice President Human Resources of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Tony D. Vaughn |
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Executive Vice President Exploration and Production |
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Executive Vice President Exploration and Production of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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R. Alan Marcum |
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Executive Vice President Administration |
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Executive Vice President Administration of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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John A. Hill |
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Lead Director |
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Vice Chairman and Managing Director of First Reserve Corporation
One Lafayette Place Greenwich, CT
06830 |
A-1
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Name |
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Position at Devon
Energy Corporation |
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Present Principal Occupation
or Employment and Business
Address |
Michael M. Kanovsky |
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Director |
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President of Sky Energy Corporation 2000, 400 3rd Ave., S.W. Calgary, AB Canada T2P4H2 |
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Mary P. Ricciardello |
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Director |
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Director of Devon Energy Corporation and Noble Corporation
c/o Devon Energy Corporation 333 West Sheridan Avenue
Oklahoma City, Oklahoma 73102 |
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Robert A. Mosbacher, Jr. |
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Director |
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Chairman of Mosbacher Energy Company 888 16th Street, NW, Suite 800 Washington, DC 20006 |
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Duane C. Radtke |
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Director |
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President and Chief Executive Officer of Valiant Exploration LLC
c/o Devon Energy Corporation 333 West Sheridan Avenue
Oklahoma City, Oklahoma 73102 |
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Robert H. Henry |
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Director |
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President and Chief Executive Officer of Oklahoma City University
2501 N Blackwelder, Suite 205 Oklahoma City, OK
73106 |
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Barbara M. Baumann |
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Director |
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President of Cross Creek Energy Corp. 621 17th
St # 811 Denver, CO 80293 |
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John E. Bethancourt |
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Director |
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Board of Trustees of the Texas A&M Foundation
c/o Devon Energy Corporation 333 West Sheridan Avenue
Oklahoma City, Oklahoma 73102 |
Directors and Executive Officers of Devon Energy Corporation (Oklahoma)
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Name |
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Position at Devon
Energy Corporation (Oklahoma) |
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Present Principal Occupation
or Employment and Business
Address |
John Richels |
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President and Chief Executive Officer and Director |
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President and Chief Executive Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Darryl G. Smette |
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Executive Vice President and Director |
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Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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David A. Hager |
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Chief Operating Officer and Director |
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Chief Operating Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Lyndon C. Taylor |
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Executive Vice President |
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Executive Vice President and General Counsel of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
A-2
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Name |
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Position at Devon
Energy Corporation (Oklahoma) |
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Present Principal Occupation
or Employment and Business
Address |
R. Alan Marcum |
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Executive Vice President |
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Executive Vice President Administration of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Frank W. Rudolph |
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Executive Vice President |
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Executive Vice President Human Resources of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Thomas L. Mitchell |
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Executive Vice President |
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Executive Vice President and Chief Financial Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Tony D. Vaughn |
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Executive Vice President |
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Executive Vice President Exploration and Production of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
Directors and Executive Officers of Devon Gas Corporation
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Name |
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Position at Devon
Gas Corporation |
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Present Principal Occupation
or Employment and Business
Address |
John Richels |
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President and Chief Executive Officer and Director |
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President and Chief Executive Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Darryl G. Smette |
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Executive Vice President and Director |
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Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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David A. Hager |
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Chief Operating Officer and Director |
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Chief Operating Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Lyndon C. Taylor |
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Executive Vice President |
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Executive Vice President and General Counsel of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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R. Alan Marcum |
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Executive Vice President |
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Executive Vice President Administration of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Frank W. Rudolph |
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Executive Vice President |
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Executive Vice President Human Resources of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Thomas L. Mitchell |
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Executive Vice President |
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Executive Vice President and Chief Financial Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
A-3
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.
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Name |
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Position at Southwestern
Gas Pipeline, L.L.C. |
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Present Principal Occupation
or Employment and Business
Address |
John Richels |
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President and Chief Executive Officer |
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President and Chief Executive Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Darryl G. Smette |
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Executive Vice President |
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Executive Vice President Marketing, Facilities, Pipeline and Supply Chain of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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David A. Hager |
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Chief Operating Officer |
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Chief Operating Officer of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Lyndon C. Taylor |
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Executive Vice President |
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Executive Vice President and General Counsel of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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R. Alan Marcum |
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Executive Vice President |
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Executive Vice President Administration of Devon Energy Corporation
333 West Sheridan Avenue Oklahoma City, Oklahoma
73102 |
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Frank W. Rudolph |
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Executive Vice President |
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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 |
A-4
|
|
|
|
|
Name |
|
Position at Devon Gas Operating, Inc. |
|
Present Principal Occupation
or Employment and Business
Address |
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 |
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 |
|
|
|
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-5
|
|
|
|
|
Name |
|
Position at EnLink
Midstream Manager, LLC |
|
Present Principal Occupation
or Employment and Business
Address |
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.
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 |
A-6
|
|
|
|
|
Name |
|
Position at EnLink
Midstream, 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 |
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 |
|
|
|
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-7
Exhibit 7
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13D/A is, and any further amendments thereto signed by each of
the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations
to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
|
|
|
|
|
|
|
|
|
|
|
Date: May 28, 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 |
|
|
|
|
|
|
|
ENLINK MIDSTREAM MANAGER, LLC |
|
|
|
|
|
|
|
|
By: |
|
/s/ Barry E. Davis |
|
|
|
|
Name: |
|
Barry E. Davis |
|
|
|
|
Title: |
|
President and Chief Executive Officer |
JOINT FILING AGREEMENT
|
|
|
|
|
|
|
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 |
JOINT FILING AGREEMENT
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