0000769993-20-000235.txt : 20200515 0000769993-20-000235.hdr.sgml : 20200515 20200515163741 ACCESSION NUMBER: 0000769993-20-000235 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20200513 FILED AS OF DATE: 20200515 DATE AS OF CHANGE: 20200515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROAD STREET ENERGY ADVISORS AIV-1, L.L.C. CENTRAL INDEX KEY: 0001663213 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36336 FILM NUMBER: 20886079 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36336 FILM NUMBER: 20886080 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36336 FILM NUMBER: 20886081 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36336 FILM NUMBER: 20886082 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EnLink Midstream, LLC CENTRAL INDEX KEY: 0001592000 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1722 ROUTH STREET, SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 953-9500 MAIL ADDRESS: STREET 1: 1722 ROUTH STREET, SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: New Public Rangers, L.L.C. DATE OF NAME CHANGE: 20131114 4 1 ownershipdoc05112020033436.xml X0306 4 2020-05-13-04:00 false 0001592000 EnLink Midstream, LLC ENLC 0001664092 WSIP Egypt Holdings, LP 200 WEST STREET NEW YORK NY 10282 false false true false 0001663663 WSEP EGYPT HOLDINGS, LP 200 WEST STREET NEW YORK NY 10282 false false true false 0001663256 BROAD STREET INFRASTRUCTURE ADVISORS III, L.L.C. 200 WEST STREET NEW YORK NY 10282 false false true false 0001663213 BROAD STREET ENERGY ADVISORS AIV-1, L.L.C. 200 WEST STREET NEW YORK NY 10282 false false true false Series B Cumulative Convertible Preferred Units 2020-05-13-04:00 4 J false 149371 A Common Units 171776.65 59897920 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("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"), Broad Street Infrastructure Advisors III, L.L.C. ("BS Infrastructure"), (continued in footnote 2) and Broad Street Energy Advisors AIV-1, L.L.C. ("BS Energy AIV"), 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 May 13, 2020, (i) EnLink MidStream Partners, LP ("ENLK") issued to Enfield Holdings, L.P. ("Enfield Holdings") 149,371 Series B Cumulative Convertible Preferred Units (the "Series B Preferred Units") as partial payment for the quarterly distribution declared on the Series B Preferred Units, and (ii) EnLink Midstream, LLC (the "Issuer") issued to Enfield Holdings an equal number of Class C Common Units (the "Class C Common Units"). Pursuant to the terms of the Tenth Amended and Restated Agreement of Limited Partnership of ENLK, dated as of January 25, 2019, Enfield Holdings may exchange all or a portion of its Series B Preferred Units (along with a corresponding number of Class C Common Units) at any time for Common Units of the Issuer on a 1-for-1.15 basis, subject to certain adjustments. The right to exchange is not subject to an expiration date. 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 Enfield Holdings, which directly holds the Series B Preferred Units reported herein. 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 (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 Enfield 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 Enfield Holdings, as (i) Goldman Sachs is an investment manager of certain of the GS Entities, (ii) Goldman Sachs is a 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. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose. /s/ Nathan R. Burby, Attorney-in-fact 2020-05-15-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-05-15-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-05-15-04:00 /s/ Nathan R. Burby, Attorney-in-fact 2020-05-15-04:00 EX-24 2 wsipegyptpoanov2019.txt

KNOW ALL PERSONS BY THESE PRESENTS that WSIP EGYPT HOLDINGS, L.P.
(the "Company") does hereby make, constitute and appoint each
of Jamison Yardley and Nathan R. Burby, acting individually, its
true and lawful attorney, to 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 if personally present
by one of its authorized signatories, 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 the earlier of (i)
November 3, 2022 and (ii) such time that it is revoked in writing
by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any 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 as of November 4, 2019.

WSIP EGYPT HOLDINGS, L.P.

By: Broad Street Infrastructure Advisors III, L.L.C.,
its General Partner

/s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 3 wsepegyptpoanov2019.txt

KNOW ALL PERSONS BY THESE PRESENTS that WSEP EGYPT HOLDINGS,
L.P. (the "Company") does hereby make, constitute and appoint
each of Jamison Yardley and Nathan R. Burby, acting
individually, its true and lawful attorney, to 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 if personally present by one of its authorized
signatories, 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 the earlier of (i)
November 3, 2022 and (ii) such time that it is revoked in writing
by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any 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 as of November 4, 2019.

WSEP EGYPT HOLDINGS, L.P.

By: Broad Street Energy Advisors AIV-1, L.L.C.,
its General Partner

/s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 4 broadstreetinfrapoanov2019.txt

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 Jamison Yardley and Nathan
R. Burby, acting individually, its true and lawful attorney, to
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 if personally present by one of its authorized
signatories, 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 the earlier of (i)
November 3, 2022 and (ii) such time that it is revoked in writing
by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any 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 as of November 4, 2019.

BROAD STREET INFRASTRUCTURE ADVISORS III, L.L.C.

/s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 5 broadstreetenergypoanov2019.txt

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 Jamison Yardley and Nathan R.
Burby, acting individually, its true and lawful attorney, to
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 if personally present by one of its authorized
signatories, 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 the earlier of (i)
November 3, 2022 and (ii) such time that it is revoked in writing
by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any 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 as of November 4, 2019.

BROAD STREET ENERGY ADVISORS AIV-1, L.L.C.

/s/ William Y. Eng
Name: William Y. Eng
Title: Vice President