EXPLANATORY NOTE:
DEREGISTRATION OF SECURITIES
These post-effective amendments (the Post-Effective Amendments) are being filed to deregister unsold common units (the Common Units) representing limited partner interests in EnLink Midstream Partners, LP, a Delaware limited partnership (ENLK), under the following Registration Statements on Form S-8 filed by ENLK with the Securities and Exchange Commission (collectively, the Registration Statements):
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Registration Statement No. 333-210641, filed on April 7, 2016, registering 5,000,000 Common Units under the EnLink Midstream GP, LLC Long-Term Incentive Plan (the Plan);
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Registration Statement No. 333-188678, filed on May 17, 2013, registering 3,470,000 Common Units under the Plan;
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Registration Statement No. 333-159140, filed on May 11, 2009, registering 3,800,000 Common Units under the Plan;
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Registration Statement No. 333-127645, filed on August 18, 2005, registering 400,000 Common Units under the Plan; and
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Registration Statement No. 333-107025, filed on July 14, 2003, registering 700,000 Common Units under the Plan.
On January 25, 2019, pursuant to the Agreement and Plan of Merger, dated as of October 21, 2018, by and among EnLink Midstream, LLC (ENLC), EnLink Midstream Manager, LLC, NOLA Merger Sub, LLC (Merger Sub), ENLK, and EnLink Midstream GP, LLC, Merger Sub merged with and into ENLK with ENLK surviving the merger as a subsidiary of ENLC (the Merger). At the effective time of the Merger, each outstanding Common Unit (other than Common Units owned by ENLC and its subsidiaries) was converted into the right to receive 1.15 common units representing limited liability company interests in ENLC.
As a result of the Merger, all offerings of Common Units pursuant to ENLKs existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements, have been terminated. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment any securities registered thereunder which remain unsold at the termination of the offerings thereunder, ENLK is filing these Post-Effective Amendments to the Registration Statements solely to remove from registration any and all securities previously registered under the Registration Statements that remain unsold.
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