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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
March 14, 2023
ENLINK MIDSTREAM, LLC
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-36336 |
|
46-4108528 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission File
Number) |
|
(I.R.S. Employer Identification No.) |
1722
ROUTH STREET, SUITE
1300
DALLAS, Texas |
|
75201 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (214) 953-9500
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
OF THE SECURITIES EXCHANGE ACT OF 1934:
| Title of Each Class |
|
Symbol |
|
Name of Exchange on which Registered |
| Common Units Representing Limited Liability Company Interests |
|
ENLC |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Appointment and Departures
On March 15, 2023, EnLink
Midstream LLC (“ENLC”) announced that GIP III Stetson I, L.P. (“GIP III”), in its capacity as the sole member
of EnLink Midstream Manager, LLC (the “Manager”), the managing member of ENLC, appointed Matthew C. Harris, a Founding Partner
of Global Infrastructure Partners (“GIP”), as a director to serve on the Board of Directors of the Manager (the “Manager
Board”), effective as of March 24, 2023. Mr. Harris will take the place of William J. Brilliant, a GIP Partner who informed the
Manager Board of his decision to resign from the Manager Board effective as of the same date. Mr. Brilliant served as a director on the
Manager Board since July 2018. Mr. Harris will also serve as the Chairman of the Manager Board and Leldon Echols will serve as Lead Independent
Director.
Also on the same date, ENLC
announced that Kyle Vann, who has served as a director on the Manager Board since January 2019 and served as a member of the Board of
Directors of the general partner of EnLink Midstream Partners, LP (the “General Partner Board”) from April 2006 until January
2019, informed the Manager Board of his decision to retire from the Manager Board. Mr. Vann’s retirement will also be effective
as of March 24, 2023. Mr. Vann’s retirement and Mr. Brilliant’s resignation from the Manager Board did not result from any
disagreement with the Manager or ENLC. As a result of these director changes, the Manager will decrease the size of the Manager Board
from eight to seven.
Mr. Harris previously
served as a director of the Managing Member from July 2018 until March 2020 and as a director on the General Partner Board from July 2018
until January 2019. Mr. Harris is a Founding Partner of GIP and his responsibilities include managing GIP’s energy transition and
decarbonization investment and capital formation strategy globally and energy industry investment activities, including crude oil and
refined product, natural gas, electricity including renewable power and battery storage, LNG and carbon capture and storage. He
is a member of GIP’s Executive Committee, of its Investment Committees and its Portfolio Valuation Committee. Mr. Harris
has been intimately involved in GIP’s investment, management, and strategic activities since its formation in 2006. Prior
to the formation of GIP in 2006, Mr. Harris was Co-Head of the Global Energy Group at Credit Suisse and served as Head of the EMEA
Emerging Markets Group. Prior to his tenure at Credit Suisse, he was a senior member of the Mergers and Acquisitions Group at Kidder
Peabody & Co. Incorporated. Mr. Harris serves as Chairman of the Advisory Board of the Columbia University Climate School
Advisory Board and the UCLA College of Social Sciences Dean’s Advisory Board and is a member of the Board of Directors of the Whole
Health Institute and the World Wildlife Fund. He holds a B.A. (cum laude) from the University of California at Los Angeles. Mr. Harris
was selected to serve as a director due to, among other factors, his investment and strategic experience, his leadership skills, and his
experience in mergers and acquisitions.
Mr. Harris will not receive
any separate compensation for his service as a director. Mr. Harris will serve as the Chairman of the Governance and Compensation Committee
of the Manager Board.
Indemnification Agreement
ENLC
has a practice of entering into indemnification agreements (the “Indemnification Agreements”) with each of the Manager’s
directors and executive officers (collectively, the “Indemnitees”). In connection with his appointment to the Manager Board,
ENLC entered into an Indemnification Agreement with Mr. Harris. Under the terms of the Indemnification Agreements, ENLC has agreed to
indemnify and hold the Indemnitee harmless, subject to certain conditions, from and against any and all losses, claims, damages, liabilities,
judgments, fines, taxes (including ERISA excise taxes), penalties (whether civil, criminal, or other), interest, assessments, amounts
paid or payable in settlements, or other amounts and any and all “expenses” (as defined in the Indemnification Agreements)
arising from any and all threatened, pending, or completed claims, demands, actions, suits, proceedings, or alternative dispute mechanisms,
whether civil, criminal, administrative, arbitrative, investigative, or otherwise, whether made pursuant to federal, state, or local law,
whether formal or informal, and including appeals (each, a “proceeding”), in each case, in which the Indemnitee may be involved,
or is threatened to be involved, as a party, a witness, or otherwise, including any inquiries, hearings, or investigations that the Indemnitee
determines might lead to the institution of any proceeding, related to the fact that the Indemnitee is or was a director, manager, or
officer of ENLC or the Manager, or is or was serving at the request of ENLC or the Manager, each as applicable, as a manager, managing
member, general partner, director, officer, fiduciary, trustee, or agent of any other entity, organization, or person of any nature. ENLC
has also agreed to advance the expenses of an Indemnitee relating to the foregoing. To the extent that a change in the laws of the State
of Delaware permits greater indemnification under any statute, agreement, organizational document, or governing document than would be
afforded under the Indemnification Agreements as of the date of the Indemnification Agreements, the Indemnitee shall enjoy the greater
benefits so afforded by such change.
The foregoing description
of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Form of Indemnification Agreement, the form of which was filed as Exhibit 10.1 to ENLC’s Current Report on Form 8-K dated July 17, 2018, filed with the Securities and Exchange Commission on July 23, 2018, and which is incorporated herein by reference.
| Item 7.01. |
Regulation FD Disclosure. |
On March
15, 2023, the Company issued a press release announcing the Manager Board changes described in Item 5.02 of this Current Report on Form
8-K (the “Current Report”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report. In accordance
with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached exhibit shall be deemed to
be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
| Item 9.01. |
Financial Statements and Exhibits. |
| |
|
| (d) |
Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ENLINK MIDSTREAM, LLC |
| |
|
| |
By: |
EnLink Midstream Manager, LLC,
its Managing Member |
| |
|
|
| Date: March 15, 2023 |
By: |
/s/ Benjamin D. Lamb |
| |
|
Benjamin D. Lamb |
| |
|
Executive Vice President and Chief Financial Officer |
