Item 1.01. Entry into a Material Definitive Agreement.
On January 31, 2019, EnLink Midstream, LLC (ENLC) and EnLink Midstream Partners, LP, a subsidiary of ENLC (ENLK), entered into a Contribution Agreement (the Drop-Down Agreement) pursuant to which ENLC contributed, assigned, and transferred its 16.129% limited partner interest (the Contributed Interests) in EnLink Oklahoma Gas Processing, LP (EOGP) to EnLink Midstream Operating, LP, a wholly-owned subsidiary of ENLK (EnLink Midstream Operating). As consideration for the Contributed Interests, ENLK issued 55,827,221 common units representing limited partner interests in ENLK (collectively, the Consideration Units) to ENLC. 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.
ENLK issued the Consideration Units to ENLC in a private placement pursuant to exemptions from registration in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Drop-Down Agreement 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 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.