0001140361-16-048078.txt : 20160119 0001140361-16-048078.hdr.sgml : 20160118 20160119180947 ACCESSION NUMBER: 0001140361-16-048078 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20160107 FILED AS OF DATE: 20160119 DATE AS OF CHANGE: 20160119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EnLink Midstream Partners, LP CENTRAL INDEX KEY: 0001179060 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 161616605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2501 CEDAR SPRINGS RD. CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-953-9500 MAIL ADDRESS: STREET 1: 2501 CEDAR SPRINGS RD. CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: CROSSTEX ENERGY LP DATE OF NAME CHANGE: 20020731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROAD STREET ENERGY ADVISORS, L.L.C. CENTRAL INDEX KEY: 0001663255 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36340 FILM NUMBER: 161349316 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROAD STREET ENERGY ADVISORS AIV-1, L.L.C. CENTRAL INDEX KEY: 0001663213 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36340 FILM NUMBER: 161349317 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-2000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROAD STREET INFRASTRUCTURE ADVISORS III, L.L.C. CENTRAL INDEX KEY: 0001663256 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36340 FILM NUMBER: 161349318 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WSEP EGYPT HOLDINGS, LP CENTRAL INDEX KEY: 0001663663 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36340 FILM NUMBER: 161349319 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WSIP Egypt Holdings, LP CENTRAL INDEX KEY: 0001664092 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36340 FILM NUMBER: 161349320 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 3 1 doc1.xml FORM 3 X0206 3 2016-01-07 0 0001179060 EnLink Midstream Partners, LP ENLK 0001664092 WSIP Egypt Holdings, LP 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663663 WSEP EGYPT HOLDINGS, LP 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663256 BROAD STREET INFRASTRUCTURE ADVISORS III, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663213 BROAD STREET ENERGY ADVISORS AIV-1, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663255 BROAD STREET ENERGY ADVISORS, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Common Units 413885 I See footnotes Series B Cumulative Convertible Preferred Units Common Units 50000000 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), West Street International Infrastructure Partners III, L.P. ("WS International"), West Street European Infrastructure Partners III, L.P. ("WS European"), West Street Global Infrastructure Partners III, L.P. ("WS Global"), Broad Street Principal Investments, L.L.C. ("BS Principal"), West Street Energy Partners Offshore - B AIV-1, L.P. ("WS Offshore B"), West Street Energy Partners AIV-1, L.P. ("WS AIV"), West Street Energy Partners Offshore AIV-1, L.P. ("WS Offshore AIV"), West Street Energy Partners Offshore Holding - B AIV-1, L.P. ("WS Holdings B"), (continued in footnote 2) Broad Street Infrastructure Advisors III, L.L.C. ("BS Infrastructure"), Broad Street Energy Advisors AIV-1, L.L.C. ("BS Energy AIV"), and Broad Street Energy Advisors, L.L.C. ("BS Energy", and together with WS International, WS European, WS Global, BS Principal, WS Offshore B, WS AIV, WS Offshore AIV, WS Holdings B, BS Energy AIV and BS Infrastructure, the "GS Entities"), WSIP Egypt Holdings, LP ("WSIP") and WSEP Egypt Holdings, LP ("WSEP", and together with WSIP, GS Group, Goldman Sachs and the GS Entities, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. On December 6, 2015, EnLink MidStream Partners, L.P. (the "Issuer"), and Enfield Holdings, L.P. ("Holdings") entered into that certain Convertible Preferred Unit Purchase Agreement (the "Purchase Agreement"), pursuant to which on January 7, 2016 Holdings purchased, in the aggregate, 50,000,000 Series B Cumulative Convertible Preferred Units of the Issuer (the "Preferred Units"). The Preferred Units are convertible into Common Units of the Issuer 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 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 directors, of Enfield Holdings Advisors, Inc., which is the general partner of Holdings, which directly holds the Preferred Units reported herein. Because of the relationship by and between the GS Entities, WSIP and WSEP on the one hand and Holdings on the other hand, the GS Entities, WSIP and WSEP may be deemed (for purposes of Rule 13d-3(a) and Rule 16a-1(a) only and not for any other applicable purpose), to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Holdings. For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), GS Group and Goldman Sachs may be deemed to beneficially own indirectly the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Holdings, as (i) Goldman Sachs is an investment manager of certain of the GS Entities, (ii) Goldman Sachs is a wholly-owned subsidiary of GS Group, and (iii) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner or investment manager of the GS Entities. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 413,885 Common Units and Goldman Sachs also has open short positions of 46,729 Common Units. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. /s/ Yvette Kosic, Attorney-in-fact 2016-01-19 /s/ Yvette Kosic, Attorney-in-fact 2016-01-19 /s/ Yvette Kosic, Attorney-in-fact 2016-01-19 /s/ Yvette Kosic, Attorney-in-fact 2016-01-19 /s/ Yvette Kosic, Attorney-in-fact 2016-01-19 EX-24 2 poa1.htm EX24_11.HTM
 
POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that WSIP EGYPT HOLDINGS, LP (the "Company") does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Ade-Femi Austin and Kimberly Williams (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic), acting individually, as its true and lawful attorney, to approve, execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the  Company  under the Act,  giving and  granting  unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.
THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 15th day of January, 2016.
 
WSIP EGYPT HOLDINGS, LP
 
By:
Broad Street Infrastructure Advisors III, L.L.C.,
as General Partner
 
 
 
 
By:
/s/ William Y. Eng
 
Name:
William Y. Eng
 
Title:
Vice President
  

EX-24.1 3 poa2.htm EX24_12.HTM
 
 
 
 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that WSEP EGYPT HOLDINGS, LP (the "Company")  does hereby make,  constitute  and appoint each of Yvette Kosic, Kevin P. Treanor, Ade-Femi Austin and Kimberly Williams (and any other  employee of The Goldman  Sachs Group,  Inc. or one of its affiliates  designated  in  writing by Yvette Kosic),  acting  individually,  as its true  and  lawful  attorney,  to approve, execute and deliver in its name and on its behalf,  whether the Company is acting individually or as representative of others,  any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended,  the "Act"),  with respect to securities which may be deemed to be beneficially owned by  the   Company   under  the  Act,   giving  and   granting   unto  each  said Attorney-in-fact  power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do,  hereby  ratifying and  confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 11th day of January, 2016.
 
WSEP EGYPT HOLDINGS, LP
 
By:
Broad Street Energy Advisors AIV-1, L.L.C.,
as General Partner
 
 
 
 
By:
/s/ William Y. Eng
 
Name:
William Y. Eng
 
Title:
Vice President
  

EX-24.2 4 poa3.htm EX24_13.HTM
 
 
 
 


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET INFRASTRUCTURE ADVISORS III, L.L.C. (the "Company")  does hereby make,  constitute  and appoint each of Yvette Kosic, Kevin P. Treanor, Ade-Femi Austin and Kimberly Williams (and any other employee of The Goldman  Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic),  acting  individually,  as its true  and  lawful  attorney,  to approve, execute and deliver in its name and on its behalf,  whether the Company is acting individually or as representative of others,  any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended,  the "Act"),  with respect to securities which may be deemed to be beneficially owned by  the   Company   under  the  Act,   giving  and   granting   unto  each  said Attorney-in-fact  power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do,  hereby  ratifying and  confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 6th day of January, 2016.
 
BROAD STREET INFRASTRUCTURE ADVISORS III, L.L.C.
 
 
 
 
By:
/s/ Scott Lebovitz
 
Name:
Scott Lebovitz
 
Title:
Vice President
 


EX-24.3 5 poa4.htm EX24_14.HTM
 
 
 


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET ENERGY ADVISORS AIV-1, L.L.C. (the "Company")  does hereby make,  constitute  and appoint each of Yvette Kosic, Kevin P. Treanor, Ade-Femi Austin and Kimberly Williams (and any other employee of The Goldman  Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic),  acting  individually,  as its true  and  lawful  attorney,  to approve, execute and deliver in its name and on its behalf,  whether the Company is acting individually or as representative of others,  any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended,  the "Act"),  with respect to securities which may be deemed to be beneficially owned by  the   Company   under  the  Act,   giving  and   granting   unto  each  said Attorney-in-fact  power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do,  hereby  ratifying and  confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 6th day of January, 2016.
 
BROAD STREET ENERGY ADVISORS AIV-1, L.L.C.
 
 
 
 
By:
/s/ Scott Lebovitz
 
Name:
Scott Lebovitz
 
Title:
Vice President
 



EX-24.4 6 poa5.htm EX24_15.HTM

 
 
 


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET ENERGY ADVISORS, L.L.C. (the  "Company")  does hereby make,  constitute  and appoint each of Yvette Kosic, Kevin P. Treanor, Ade-Femi Austin and Kimberly Williams (and any other employee of The Goldman  Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic),  acting  individually,  as its true  and  lawful  attorney,  to approve, execute and deliver in its name and on its behalf,  whether the Company is acting individually or as representative of others,  any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended,  the "Act"),  with respect to securities which may be deemed to be beneficially owned by  the   Company   under  the  Act,   giving  and   granting   unto  each  said Attorney-in-fact  power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do,  hereby  ratifying and  confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact.  This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 6th day of January, 2016.
 
BROAD STREET ENERGY ADVISORS, L.L.C.
 
 
 
 
By:
/s/ Scott Lebovitz
 
Name:
Scott Lebovitz
 
Title:
Vice President