CUSIP No.  29336U107

SCHEDULE 13D

Page   3   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Goldman, Sachs & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF; WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,419,425 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,419,425 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,419,425 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.4%
14	TYPE OF REPORTING PERSON
	BD-PN-IA

 

*	Reflects (i) 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer, and (ii) 419,425 Common Units of the Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   4   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	West Street International Infrastructure Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   5   of    232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	West Street European Infrastructure Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   6   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	West Street Global Infrastructure Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   7   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Broad Street Principal Investments, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	OO

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   8   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	West Street Energy Partners Offshore – B AIV-1, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   9   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	West Street Energy Partners AIV-1, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   10   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	West Street Energy Partners Offshore AIV-1, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   11   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	West Street Energy Partners Offshore Holding – B AIV-1, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   12   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	WSIP Egypt Holdings, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   13   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	WSEP Egypt Holdings, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	PN

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   14   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Broad Street Infrastructure Advisors III, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	OO

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   15   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Broad Street Energy Advisors AIV-1, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	OO

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

 

 

 

CUSIP No.  29336U107

SCHEDULE 13D

Page   16   of   232  Pages

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Broad Street Energy Advisors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			50,000,000 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			50,000,000 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,000,000 (See Items 3, 4 and 5)*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.3% (See Item 5)**
14	TYPE OF REPORTING PERSON
	OO

 

*	Reflects 50,000,000 Common Units of the Issuer issuable upon the conversion of 50,000,000 Series B Preferred Units of Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
**	The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i) 325,089,857 Common Units outstanding as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

Item 1. Security and Issuer.

This Schedule 13D (the "Schedule 13D") relates to the Common Units, no par value, of the Issuer. The principal executive offices of the Issuer are located at 2501 Cedar Springs Road, Dallas, Texas 75201.

Item 2. Identity and Background.

(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by:

 

i.		The Goldman Sachs Group, Inc., a Delaware corporation ("GS Group");
ii.		Goldman, Sachs & Co., a New York limited partnership ("Goldman Sachs");
iii.		West Street International Infrastructure Partners III, L.P., a Cayman Islands exempted  limited partnership ("WS International");
iv.		West Street European Infrastructure Partners III, L.P., a United Kingdom limited partnership ("WS European");
v.		West Street Global Infrastructure Partners III, L.P., a Delaware limited partnership ("WS Global");
vi.		Broad Street Principal Investments, L.L.C., a Delaware limited liability company ("BS Principal");
vii.		West Street Energy Partners Offshore – B AIV-1, L.P., a Cayman Islands exempted  limited partnership ("WS Offshore B");
viii.		West Street Energy Partners AIV-1, L.P., a Delaware  limited partnership ("WS AIV");
ix.		West Street Energy Partners Offshore AIV-1, L.P., a Cayman Islands exempted  limited partnership ("WS Offshore AIV")
x.		West Street Energy Partners Offshore Holding – B AIV-1, L.P., a Cayman Islands exempted  limited partnership ("WS Holding B");
xi.		Broad Street Infrastructure Advisors III, L.L.C., a Delaware limited liability company ("BS Infrastructure");
xii.		Broad Street Energy Advisors AIV-1, L.L.C., a Delaware limited liability company ("BS Energy AIV");
xiii.		Broad Street Energy Advisors, L.L.C., a Delaware limited liability company ("BS Energy") and together with the entities listed in (i) through (xii), the "GS Entities";
xiv.		WSIP Egypt Holdings, LP, a Delaware limited partnership ("WSIP"); and
xv.		WSEP Egypt Holdings, LP, a Delaware limited partnership ("WSEP") and together with the entities listed in (i) through (xiv), the "Reporting Persons".

 

The GS Entities are the direct or indirect beneficial owners of WSIP and WSEP, which hold 100 shares of common stock, and have appointed one of the two board members, of Enfield Holdings Advisors, Inc., a Delaware corporation ("Enfield Holdings Advisors"). Enfield Holdings Advisors is the general partner of Enfield Holdings, which directly holds 50,000,000 Series B Preferred Units (which are convertible into Common Units of the Issuer on a one-for-one basis). Because of the relationship by and between the GS Entities, WSIP and WSEP on the one hand and Enfield Holdings on the other hand, the GS Entities, WSIP and WSEP may be deemed to share beneficial ownership of the Common Units. The remaining shares of common stock of Enfield Holdings Advisors are held by, and the remaining director of Enfield Holdings Advisors is appointed by, affiliates of TPG Global, LLC ("TPG", and together with the Reporting Persons, the "Sponsors").

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 99.1.

 

(b) The address of the principal business office of each of the Reporting Persons is 200 West Street New York, NY 10282-2198.

(c) GS Group is a bank holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking, securities and investment management firm. Goldman Sachs is an investment banking firm and a member of the New York Stock Exchange and other national exchanges. Goldman Sachs is a wholly-owned subsidiary of GS Group.

 

Page 17 of 232 Pages

 

 

 

BS Infrastructure is principally engaged in the business of being the general partner of WS International, WS European, WS Global and WSIP. BS Energy is principally engaged in the business of being the general partner of WS AIV. BS Energy AIV is principally engaged in the business of being the general partner of WS Offshore B, WS Offshore AIV, WS Holding B and WSEP. Each of WS International, WS European, WS Global, BS Principal, WS Offshore B, WS AIV, WS Offshore AIV, WS Holding B, WSIP, and WSEP was formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component.

 

The name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of BS Infrastructure, BS Energy AIV, and BS Energy, are set forth in Schedule II-A hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Infrastructure Investment Committee of the Merchant Banking Division of Goldman Sachs, which is responsible for making all investment decisions for each of WS International, WS European, WS Global, WSIP and BS Infrastructure on behalf of Goldman Sachs, are set forth in Schedule II-B hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman Sachs, which is responsible for making all investment decisions for each of BS Principal, WS Offshore B, WS AIV, WS Offshore AIV, WS Holding B,  WSEP, BS Energy AIV and BS Energy on behalf of Goldman Sachs, are set forth in Schedule II-C hereto and are incorporated herein by reference.

(d)–(e) During the last five years, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule I, II-A, II-B or II-C, hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule III hereto, has been 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.

The information set forth in or incorporated by reference in Items 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

On December 6, 2015, Enfield Holdings entered into the Purchase Agreement with the Issuer whereby Enfield Holdings agreed to purchase, and the Issuer agreed to issue (the "Private Placement"), 50,000,000 Series B Preferred Units for a cash purchase price of $15.00 per unit, with an aggregate purchase price of $750,000,000 (the "Purchase Price").  The Private Placement was subject to certain customary closing conditions.  On January 7, 2016, the Private Placement closed.

The Purchase Price was funded by equity contributions of the limited partners of Enfield Holdings.

References to and descriptions of the Purchase Agreement set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 1 hereto and incorporated herein by this reference.

The funds for Common Units acquired in ordinary course trading activities by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group and reported as beneficially owned in this Schedule 13D came from the working capital of Goldman Sachs or such other subsidiary. The funds for Common Units which  may be deemed to be beneficially owned by the Reporting Persons held in client accounts, if any, with respect to which Goldman Sachs or another wholly-owned subsidiary of GS Group or their employees have investment discretion ("Managed Accounts") came from client funds. The Reporting Persons disclaim beneficial ownership of shares of Common Units held in Managed Accounts.

Item 4. Purpose of Transaction.

The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

Under the terms of the Eighth Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of January 7, 2016 (the "Issuer LPA"), the 50,000,000 Series B Preferred Units are convertible into Common Units on a one-for-one basis, subject to certain adjustments, at any time from the business day following the record date established by the Issuer's general partner for the Issuer's quarterly distribution for the second quarter of 2017.  The Series B Preferred Units are convertible (i) in full, at the option of the Issuer, if the daily volume-weighted average trading price of the Common Units on the national securities exchange on which the Common Units are listed or admitted to trading is greater than 150% of the Unit Issue Price (as defined in the Issuer LPA) for the trailing 30-day trading period ending two trading days before the Issuer's notice of conversion or (ii) in full or in part, at the option of Enfield Holdings.  In addition, upon certain events involving a change of control of EnLink Midstream GP, LLC (the "EnLink General Partner") or the managing member of EnLink Midstream, LLC, all of the Series B Preferred Units will automatically convert into a number of Common Units equal to the greater of (i) the number of Common Units into which the Series B Preferred Units would then convert and (ii) the number of Series B Preferred Units to be converted multiplied by an amount equal to (x) 40% of the Unit Issue Price divided by (y) the Conversion VWAP (as defined in the Issuer LPA).

Under the Issuer LPA, the Series B Preferred Units have voting rights identical to the voting rights of the Common Units, except in the limited circumstance specified in the Issuer LPA, and will vote with the Common Units as a single class, such that each Preferred Unit is entitled to one vote for each Common Unit into which such Preferred Unit is convertible on each matter with respect to which such Common Unit would be entitled to vote.

Commencing with the first quarter of 2016, the holders of the Series B Preferred Units, as of an applicable record date, shall be entitled to receive cumulative distributions (each, a "Series B Quarterly Distribution"), prior to any other distributions made in respect of any other securities of the Issuer (i) for the first quarter of 2016 and each subsequent quarter to and including the second quarter of 2017, at an annual rate of 8.5% on the Unit Issue Price payable in-kind in additional Series B Preferred Units (prorated for the first quarter of 2016), and (ii) for the third quarter of 2017 and thereafter, at an annual rate of 7.5% on the Unit Issue Price payable in cash (the "Cash Distribution Component") plus an in-kind distribution equal to the greater of (A) an annual rate of 1.0% on the Unit Issue Price and (B) an amount equal to (x) the excess, if any, of the distribution that would have been payable had the Series B Preferred Units converted into Common Units over the Cash Distribution Component, divided by (y) the Unit Issue Price.

In the event of any liquidation, dissolution and winding up of the Issuer or a sale, exchange or other disposition of all or substantially all of the assets of the Issuer, either voluntary or involuntary, the holders of the Series B Preferred Units shall be entitled to receive, out of the assets of the Issuer available for distribution to the members of the Issuer or any assignees, prior and in preference to any distribution of any assets of the Issuer to the holders of any other class or series of securities, the positive value in each such holder's capital account in respect of such Series B Preferred Units.

Enfield Holdings agreed in the Purchase Agreement, subject to certain exceptions, not to dispose of or hedge any Series B Preferred Units or Common Units into which the Series B Preferred Units convert for a period ending on the date that is 18 months from January 7, 2016, except with the prior written consent of the Issuer.

The Issuer and Enfield Holdings entered into a Registration Rights Agreement, dated as of January 7, 2016 (the "Registration Rights Agreement").  The Registration Rights Agreement provides that the Issuer will prepare and file up to four shelf registration statements for the resale of the Common Units into which the Series B Preferred Units may convert as soon as practicable following receipt of written notice from holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement).  The Registration Rights Agreement also provides holders of Registrable Securities with piggyback rights and rights with respect to underwritten offerings. The Registration Rights Agreement contains representations, warranties, covenants and indemnities that are customary for private placements by public companies.

The Coordination and Securityholders' Agreement, dated as of January 7, 2016 (the "Coordination Agreement"), by and among Enfield Holdings, Enfield Holdings Advisors, WSEP , WSIP (together with WSEP and each of their affiliates, the "GS Investors"), TPG VII Egypt Holdings, L.P. and TPG Advisors VII, Inc. (together with TPG VII Egypt Holdings, L.P. and each of their affiliates, the "TPG Investors" and together with the GS Investors, the "Investors"), sets forth certain agreements, including with respect to governance, transfer restrictions, the purchase of additional securities, the exercise of rights under the Registration Rights Agreement and certain other matters.

 

Pursuant to the Coordination Agreement, for so long as the number of securities representing limited partner interests in Enfield Holdings (the "Partnership Securities") owned by each Investor (and its affiliates) continues to represent at least 10% of the issued and outstanding Partnership Securities, the board of directors of Enfield Holdings Advisors will consist of two directors, one designated by the TPG Investors and one designated by the GS Investors.

The Coordination Agreement generally restricts any transfers of any Partnership Securities, Series B Preferred Units, converted Common Units or common stock of Enfield Holdings Advisors (collectively, the "Securities") by any Investor, except transfers to an affiliate of that Investor, so long as that transferee remains an affiliate following the transfer.  If any Investor wishes to transfer any Securities to anyone else, that Investor is subject to the other Investors' right of first offer (in the case of Partnership Securities, shares of common stock or Series B Preferred Units to address a regulatory concern) and tag-along rights. Enfield Holdings Advisors has a call right to acquire all of the shares of common stock of Enfield Holdings Advisors owned by any Investor and their affiliates who collectively cease to own 10% of the issued and outstanding Partnership Securities for the aggregate purchase price paid for such shares.

The Coordination Agreement restricts the ability of Enfield Holdings Advisors to take certain actions relating to the Series B Preferred Units and converted Common Units without first obtaining the approval of its board of directors, including the designees of each of the TPG Investors and the GS Investors, or the Investors.  Such actions include making or settling a claim for indemnification under the Purchase Agreement or the Registration Rights Agreement, assigning any rights or obligations under the Purchase Agreement or the Registration Rights Agreement, voting the Series B Preferred Units with respect to certain matters and amending or waiving any provision of the Purchase Agreement or the Registration Rights Agreement.

The Coordination Agreement will terminate upon a written agreement among the Investors.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedules I, II-A, II-B and II-C hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.  As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing unitholder value.  Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the EnLink General Partner, including changing the number or term of directors or filling any existing vacancies on the board of directors of the EnLink General Partner; materially changing the present capitalization or distribution policy of the Issuer; materially changing the Issuer's business or structure; changing the Issuer's certificate of limited partnership, amended and restated agreement of limited partnership or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.

References to and descriptions of the Purchase Agreement, the Issuer LPA, the Registration Rights Agreement and the Coordination Agreement set forth above are not intended to be complete and are qualified, respectively, in their entirety by reference to the full text of the Purchase Agreement, the Issuer LPA, the Registration Rights Agreement and the Coordination Agreement, which are filed as exhibits hereto and are incorporated by reference herein.

 

 

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 4 and 6 is incorporated by reference in its entirety into this Item 5.

(a)-(b) The following disclosure assumes there are a total of 375,089,857 Common Units outstanding, which includes (i) 325,089,857 Common Units outstanding as of December 6, 2015, as set forth in the Purchase Agreement and (ii) 50,000,000 Common Units deliverable upon conversion of the Series B Preferred Units reported herein.

 

Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to share beneficial ownership of 50,000,000 Common Units (deliverable to Enfield Holdings upon conversion of the Series B Preferred Units directly held by Enfield Holdings), which constitutes approximately 13.3% of the outstanding Common Units.

 

        The Reporting Persons may be deemed to share voting and dispositive power with respect to any Common Units beneficially owned by Enfield Holdings.

        Goldman Sachs serves as the manager for BS Principal, BS Energy and BS Energy AIV. BS Infrastructure is managed by certain direct or indirect subsidiaries of Goldman Sachs. BS Infrastructure is the general partner of WS International, WS European, WS Global and WSIP. BS Energy is the general partner of WS AIV. BS Energy AIV is the general partner of WS Offshore B, WS Offshore AIV, WS Holding B and WSEP.

To the best knowledge of the Reporting Persons, no person named in Schedules I, II-A, II-B and II-C hereto is the beneficial owner of any Common Units.

In addition, by virtue of their ownership interests in Enfield Holdings and Enfield Holdings Advisors and the rights and obligations under the Issuer LPA, the Purchase Agreement, the Registration Rights Agreement and the Coordination Agreement, the Sponsors, certain of their affiliates and the Reporting Persons may each be deemed to be member of a "group" for purposes of Section 13(d) of the Exchange Act, exercising voting and investment control over the Common Units (deliverable to Enfield Holdings upon conversion of the Series B Preferred Units directly held by Enfield Holdings). This filing shall not be deemed an admission that the Reporting Persons and the Sponsor Funds constitute a "group" for purposes of Section 13(d) of the Exchange Act and the Reporting Persons expressly disclaim membership in any such group. Enfield Holdings, Enfield Holdings Advisors, the other Sponsors and certain of their affiliates have separately made Schedule 13D filings reporting their beneficial ownership of the Common Units.

In accordance with the SEC Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of GS Group and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

 

            (c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Series B Preferred Units or Common Units during the past 60 days.

Except as set forth in Schedule IV hereto or otherwise described in this Schedule 13D, no transactions in the Series B Preferred Units or Common Units were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B or II-C hereto, during the sixty day period from November 13, 2015 through January 6, 2016.

 

      (d)  Except for clients of Goldman Sachs or another  investment advisor subsidiary of GS Group who may have the right to receive or the power to direct the receipt of dividends from, or the  proceeds from the sale of,  Common Units, if any, held in Managed Accounts,  no person, other than the Reporting Persons is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends  from, or the proceeds from the sale of, any Common Units beneficially owned by the Reporting Persons identified 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 in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Goldman Sachs or another subsidiary of GS Group (collectively, "GS") may, from time to time, in the ordinary course of business, including as a broker, dealer, bank or investment advisor, (i) be party to, enter into or unwind certain cash settled equity derivatives or similar contractual arrangements which provide indirect economic exposure to, but do not give GS direct or indirect voting, investment or dispositive power over, securities of the Issuer (the "Contracts"), and/or (ii) buy, sell and/or hold debt securities of the Issuer, which, in each of (i) and (ii), may be significant in amount.  The profit, loss and/or return on such Contracts may be wholly or partially dependent on the market value of the securities of the Issuer, the relative value of securities of the Issuer in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the securities of the Issuer may be included, or a combination of any of the foregoing.  Accordingly, GS disclaims any beneficial ownership in the securities that may be referenced in such Contracts.

Item 7.  Material to be Filed as Exhibits.

 

---

 

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.

The Goldman Sachs Group, Inc.
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact
Goldman, Sachs & Co.
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact
West Street International Infrastructure Partners III, L.P.
By:	Broad Street Infrastructure Advisors III, L.L.C., its General Partner
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact
West Street European Infrastructure Partners III, L.P.
By:	Broad Street Infrastructure Advisors III, L.L.C., its General Partner
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact
West Street Global Infrastructure Partners III, L.P.
By:	Broad Street Infrastructure Advisors III, L.L.C., its General Partner
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact

 

WSIP Egypt Holdings, LP
By:	Broad Street Infrastructure Advisors III, L.L.C., its General Partner
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact
WSEP Egypt Holdings, LP
By:	Broad Street Energy Advisors AIV-1, L.L.C., its General Partner
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact
Broad Street Infrastructure Advisors III, L.L.C.
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact
Broad Street Energy Advisors AIV-1, L.L.C.
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact
Broad Street Energy Advisors, L.L.C.
By:	/s/ Yvette Kosic
Name:	Yvette Kosic
Title:	Attorney in Fact

 

 

 

 

 

 

 

 

Page 27 of 232 Pages

 

 

 

The name of each director of The Goldman Sachs Group, Inc. is set forth below.

The business address of each person listed below is c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282.

Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Mark E. Tucker, who is a citizen of Great Britain, Mark O. Winkelman, who is a citizen of the Netherlands, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.

 

Name	Present Principal Occupation
Lloyd C. Blankfein	Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc.
M. Michele Burns	Former Chairman and CEO, Mercer LLC; Former CFO of each of:  Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.
Gary D. Cohn	President and Chief Operating Officer of The Goldman Sachs Group, Inc.
Mark A. Flaherty	Former Vice Chairman, Wellington Management Company
William W. George	Senior Fellow at the Harvard Business School and Former Chairman and Chief Executive Officer of Medtronic, Inc.
James A. Johnson	Chairman of Johnson Capital Partners
Lakshmi N. Mittal	Chairman and Chief Executive Officer of ArcelorMittal S.A.
Adebayo O. Ogunlesi	Chairman and Managing Partner of Global Infrastructure Partners
Peter Oppenheimer	Former Senior Vice President and Chief Financial Officer of Apple, Inc.
Debora L. Spar	President of Barnard College
Mark E. Tucker	Executive Director, Group Chief Executive and President of AIA Group Limited
David A. Viniar	Former Chief Financial Officer of The Goldman Sachs Group, Inc.
Mark O. Winkelman	Private Investor

 

 

Page 28 of 232 Pages

 

 

 

Page 29 of 232 Pages

 

 

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The Securities and Exchange Commission (the "SEC") has alleged that the huddles program of Goldman, Sachs & Co. ("Goldman Sachs") - a practice where Goldman Sachs equity research analysts allegedly provided their best trading ideas to Goldman Sachs traders and a select group of Goldman Sachs top clients - created a serious and substantial risk that analysts would share material nonpublic information concerning their published research with Asymmetric Service Initiative ("ASI") clients and firm traders. The SEC alleged that Goldman Sachs willfully violated Section 15(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by failing to establish, maintain, and enforce adequate policies and procedures to prevent such misuse in light of the risks arising from the huddles and ASI. Without admitting or denying such violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on April 12, 2012 (the "ASI Order") by the SEC pursuant to which Goldman Sachs (i) shall cease and desist from committing or causing any violations and any future violations of Section 15(g) of the Exchange Act; (ii) is censured; (iii) paid a total civil money penalty of $22 million on April 19, 2012, $11 million of which was paid to the Financial Industry Regulatory Authority in a related proceeding, and $11 million of which was paid to the SEC, and (iv) shall comply with certain other undertakings, including a comprehensive review, including recommendations, of the policies, procedures and practices maintained and implemented by Goldman Sachs pursuant to Section 15(g) of the Exchange Act that relate to the findings of the ASI Order.

Starting in July 2008, Neil M.M. Morrison ("Morrison") was employed by Goldman Sachs to solicit municipal underwriting business from, among others, the Commonwealth of Massachusetts Treasurer's Office. From November 2008 to October 2010, Morrison was also substantially engaged in the political campaigns, including the November 2010 Massachusetts gubernatorial campaign, for Timothy P. Cahill ("Cahill"), the then-Treasurer of Massachusetts. Morrison worked on Cahill's campaign during work hours using firm resources. Morrison also made a secret, undisclosed cash campaign contribution to Cahill. Within two years of Morrison's contribution, Goldman Sachs engaged in municipal securities business with issuers associated with Cahill as Treasurer and as a candidate for Governor. The SEC alleged that Goldman Sachs's engagement in municipal securities business with these issuers violated Section 15B(c)(1) of the Exchange Act and MSRB Rule G-37(b), and that Goldman Sachs's failure to maintain records of and to report in regulatory filings the contributions and campaign work, and to take steps to ensure that the attributed contributions, or campaign work or the conflicts of interest raised by them were disclosed in bond offering documents, violated MSRB Rules G-8, G-9, G-17, G-27 and G-37. Without admitting or denying such violations (except as to the SEC's jurisdiction over it and the subject matter of the proceedings), Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b), 15B(c)(2) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on September 27, 2012 (the "Morrison Order"). Goldman Sachs agreed to cease and desist from committing or causing any violations and any future violations of Section 15B(c)(1) of the Exchange Act, MSRB Rule G-37(b), MSRB Rule G-17, MSRB Rule G-27, MSRB Rule G-37(e), MSRB Rule G-8 and MSRB Rule G-9. Goldman Sachs is censured and was required to pay disgorgement of $7,558,942 and prejudgment interest of $670,033. Of the $7,558,942 in disgorgement, $2,120,547 will be deemed satisfied by Goldman Sachs's payment of $1,512,902 to the Commonwealth of Massachusetts and $607,645 to the Massachusetts Water Pollution Abatement Trust in a related action by the Commonwealth of Massachusetts. The remaining $5,438,395 and prejudgment interest of $670,033 was required to be paid to the SEC for remittance to the United States Treasury. Finally, the Morrison Order required Goldman Sachs to pay a civil money penalty in the amount of $3,750,000 to the SEC, of which $1,875,000 will be transferred to the MSRB in accordance with Section 15B(c)(9)(A) of the Exchange Act, and of which the remaining $1,875,000 will be transferred to the United States Treasury. The disgorgement, prejudgment interest and civil money penalty were all paid in full by submission of a wire to the SEC on October 3, 2012, and by submission of checks to the Commonwealth of Massachusetts and the Massachusetts Water Pollution Abatement Trust on October 4, 2012.

The SEC has alleged that Goldman Sachs conducted inadequate due diligence in certain offerings and, as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official statements issued in connection with those offerings. This resulted in Goldman Sachs offering and selling municipal securities on the basis of materially misleading disclosure documents. The SEC alleged that Goldman Sachs willfully violated Section 17(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The violations discussed in the Order were self-reported by Goldman Sachs to the SEC pursuant to the Division of Enforcement's Municipalities Continuing Disclosure Cooperation Initiative. Without admitting or denying the violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act and Section 15(b) of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on June 18, 2015 by the SEC pursuant to which Goldman Sachs: (I) shall cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act; (II) paid a civil money penalty in the amount of $500,000 on June 25, 2015; and (III) shall comply with the undertakings enumerated in the Order, including retaining an independent consultant to conduct a review of Goldman Sachs's policies and procedures as they relate to municipal securities underwriting due diligence and requires Goldman Sachs to adopt the independent consultant's recommendations (unless the SEC finds a recommendation unduly burdensome, impractical, or inappropriate, in which case Goldman Sachs shall not be required to abide by, adopt, or implement that recommendation).

The SEC has found that Goldman Sachs did not have a system of risk management controls and supervisory procedures reasonably designed to manage the financial, regulatory, and other risks of market access in relation to its listed equity options business, which contributed to the entry of erroneous electronic options orders on multiple options exchanges on August 20, 2013. The SEC found that Goldman Sachs willfully violated Section 15(c)(3) of the Exchange Act and Rule 15c3-5 thereunder in relation to its controls and supervisory procedures addressing (I) the entry of orders that exceed appropriate pre-set credit or capital thresholds; (II) the entry of erroneous orders that exceed appropriate price or size parameters or that indicate duplicative orders; and (III) the management of software changes that impact order flow. Without admitting or denying the violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on June 30, 2015 by the SEC pursuant to which Goldman Sachs: (I) shall cease and desist from committing or causing any violations and any future violations of Section 15(c)(3) of the Exchange Act and Rule 15c3-5 thereunder; (II) is censured; and (III) paid a total civil money penalty of $7 million on June 30, 2015.

 

The SEC alleged that Goldman Sachs  violated Regulation SHO under the Exchange Act by improperly relying on the Goldman Sachs's automated locate function in the order management system without having confirmed the availability of the securities to be located.  In addition, the SEC alleged that Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachs's locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The SEC alleged that Goldman Sachs willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act.  Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting Administrative and Cease-and-Desist Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016).  Pursuant to the Order, Goldman Sachs must cease and desist from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b)(1)(iii) thereunder relating to short sale locate records.  Also pursuant to the Order, Goldman Sachs was censured and will pay a civil money penalty in the amount of $15,000,000 within ten days of the entry of the Order.

 

 

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