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CUSIP No.   29336U107




Explanatory Note


This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on July 30, 2018 (the “Schedule 13D”), relating to the Common Units representing limited partner interests (the “Common Units”) of EnLink Midstream Partners, LP, a Delaware limited partnership (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.


Item 2.           Identity and Background.


Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:


The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively the “Reporting Persons”):


Global Infrastructure Investors III, LLC (“Global Investors”),

Global Infrastructure GP III, L.P. (“Global GP”),

GIP III Stetson Aggregator II, L.P. (“Aggregator II”),

GIP III Stetson Aggregator I, L.P. (“Aggregator I”),

GIP III Stetson GP, LLC (“Stetson GP”),

GIP III Stetson I, L.P. (“Stetson I”),

EnLink Midstream Manager, LLC (“EnLink Midstream Manager”) and

EnLink Midstream, LLC (“EnLink Midstream”).


Global GP is organized under the laws of the Cayman Islands. Each of the other Reporting Persons is organized under the laws of the State of Delaware. The business address of each of EnLink Midstream Manager and EnLink Midstream is 1722 Routh Street, Suite 1300, Dallas, Texas 75201. The business address of each of the other Reporting Persons is c/o Global Infrastructure Management, LLC, 1345 Avenue of the Americas, 30th Floor, New York, New York 10105. The principal business of each of Global Investors, Global GP, Aggregator II, Aggregator I, Stetson GP and Stetson I is investing in securities, including of the Issuer. The principal business of each of EnLink Midstream Manager and EnLink Midstream is holding equity securities and directing and managing the business operations of the entities in which it holds such equity securities.


Information with respect to the directors and officers of Global Investors, Stetson GP  and EnLink Midstream Manager (collectively, the “Related Persons”), including name, business address, present principal occupation or employment and citizenship is listed on the attached Schedule A, which is incorporated herein by reference. EnLink Midstream has no officers or directors and is managed by EnLink Midstream Manager.


During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 finding any violation with respect to such laws.


Item 3.                                 Source and Amount of Funds or Other Consideration.


Item 3 of the Schedule 13D is hereby amended and supplemented as follows:


On January 31, 2019, the Issuer entered into a Contribution Agreement (the “Drop-Down Agreement”) with EnLink Midstream, pursuant to which EnLink Midstream contributed, assigned, and transferred its 16.129% limited partner interest (the “Contributed Interests”) in EnLink Oklahoma Gas Processing, LP, a Delaware limited partnership (“EOGP”), to EnLink Midstream Operating, LP, a Delaware limited partnership and a wholly-owned subsidiary of the Issuer (“EnLink Midstream Operating”). As consideration for the Contributed Interests, the Issuer issued 55,827,221 Common Units to EnLink Midstream. The transactions contemplated by the Drop-Down Agreement (the “Drop-Down Closing”) were effective as of 11:59 p.m. Dallas, Texas time on January 31, 2019. After giving effect to the Drop-Down Closing, EnLink Midstream Operating owns 100% of the limited partner interests in EOGP.


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, a copy of which is filed as Exhibit 12 hereto, and is incorporated herein by reference.


Item 4.                                 Purpose of Transaction.


Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:


On January 25, 2019 pursuant to the Agreement and Plan of Merger, dated as of October 21, 2018 (the “Merger Agreement”), by and among EnLink Midstream, EnLink Midstream Manager, NOLA Merger Sub, LLC, a wholly owned subsidiary of EnLink Midstream (“Merger Sub”), the Issuer, and EnLink Midstream GP, LLC, the general partner of the Issuer, each issued and outstanding Common Unit, except for any Common Units held by EnLink Midstream and its subsidiaries, was converted into 1.15 common units representing limited liability company interests in EnLink Midstream (collectively, the “EnLink Midstream Common Units”) at the effective time (the “Effective Time”) of the merger of Merger Sub with and into the Issuer (the “Merger”). As a result, the 94,660,600 Common Units held of record by Stetson I were converted into 108,859,690 EnLink Midstream Common Units at the Effective Time. Following the Merger, the Common Units held of record by EnLink Midstream remain outstanding.


Following the consummation of the transactions contemplated by the Merger Agreement, the Common Units ceased to be listed on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended.



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