Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
October 17 2024 - 3:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
EnLink
Midstream, LLC
(Name
of Issuer)
Common
Units
(Title
of Class of Securities)
29336T100
(CUSIP
Number)
Global
Infrastructure Management, LLC
Attention:
Julie Ahsowrth
1345
Avenue of the Americas, 30th Floor,
New
York, New York 10105
(212)
315-8100
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October
15, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1 |
Names
of Reporting Persons
Global
Infrastructure Investors III, LLC |
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a) ☐
(b) ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 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
0 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| 1 |
Names
of Reporting Persons
Global
Infrastructure GP 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)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 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
0 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| 14 |
Type
of Reporting Person
PN |
| 1 |
Names
of Reporting Persons
GIP
III Stetson Aggregator II, 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)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 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
0 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| 14 |
Type
of Reporting Person
PN |
| 1 |
Names
of Reporting Persons
GIP
III Stetson Aggregator I, 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)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 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
0 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| 14 |
Type
of Reporting Person
PN |
| 1 |
Names
of Reporting Persons
GIP
III Stetson GP, LLC |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a) ☐
(b) ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds (See Instructions)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 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
0 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| 1 |
Names
of Reporting Persons
GIP
III Stetson II, 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)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 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
0 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| 14 |
Type
of Reporting Person
PN |
| 1 |
Names
of Reporting Persons
GIP
III Stetson I, 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)
OO |
| 5 |
Check
if disclosure of legal proceedings is required pursuant to Items 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
0 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
0 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
| 14 |
Type
of Reporting Person
PN |
Explanatory
Note
This
Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the United
States Securities and Exchange Commission on July 30, 2018 (as amended to date, the “Schedule 13D”), relating to the Common
Units representing limited liability company interests (the “Common Units”) of EnLink Midstream, LLC, a Delaware limited
liability company (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the
Schedule 13D.
| Item
4. | Purpose
of Transaction. |
Item
4 of the Schedule 13D is hereby amended and supplemented with the following:
Transaction
Closing
The
previously disclosed Transaction closed on October 15, 2024. As part of the Transaction, the Purchaser acquired, in the aggregate, all
of the equity interests held by Stetson I and Stetson II in (i) the Issuer for approximately $3.0 billion (or $14.90 per unit) and (ii)
the Manager for $300 million, for total cash consideration of approximately $3.3 billion.
| Item
5. | Interest
in Securities of the Issuer. |
Item
5 of the Schedule 13D is hereby amended and restated in its entirety with the following:
| (a) –
(b) | This
Amendment No. 4 is being filed to report that, as of the date hereof, the Reporting Persons do not beneficially own any
shares of Common Units. |
| | |
| (c) | During
the past 60 days, the Reporting Persons have not effected any transactions with respect to
the Common Units, other than as described in Item 4. |
| | |
| (d) | None. |
| | |
| (e) | As
of October 15, 2024, the Reporting Persons ceased to be the beneficial owners of more than
five percent of the outstanding Common Units. |
SIGNATURES
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.
Date:
October 17, 2024
| |
GLOBAL
INFRASTRUCTURE INVESTORS III, LLC |
| |
|
| |
By:
|
/s/
Matthew Harris |
| |
Name:
|
Matthew
Harris |
| |
Title: |
Partner |
| |
|
|
| |
GLOBAL
INFRASTRUCTURE GP III, L.P. |
| |
|
| |
By:
|
Global
Infrastructure Investors III, LLC, its general partner |
| |
By:
|
/s/
Matthew Harris |
| |
Name:
|
Matthew
Harris |
| |
Title:
|
Partner |
| |
|
|
| |
GIP
III STETSON AGGREGATOR II, L.P. |
| |
|
| |
By:
|
Global
Infrastructure GP III, L.P. |
| |
By:
|
Global
Infrastructure Investors III, LLC, its general partner |
| |
By:
|
/s/
Matthew Harris |
| |
Name:
|
Matthew
Harris |
| |
Title:
|
Partner |
| |
|
|
| |
GIP
III STETSON AGGREGATOR I, L.P. |
| |
|
| |
By:
|
Global
Infrastructure GP III, L.P. |
| |
By:
|
Global
Infrastructure Investors III, LLC, its general partner |
| |
By: |
/s/
Matthew Harris |
| |
Name:
|
Matthew
Harris |
| |
Title:
|
Partner |
| |
|
|
| |
GIP
III STETSON GP, LLC |
| |
|
| |
By: |
/s/
Matthew Harris |
| |
Name:
|
Matthew
Harris |
| |
Title:
|
Manager |
| |
|
|
| |
GIP
III STETSON I, L.P. |
| |
|
| |
By:
|
GIP
III Stetson GP, LLC, its general partner |
| |
By:
|
/s/
Matthew Harris |
| |
Name:
|
Matthew
Harris |
| |
Title:
|
Manager |
| |
|
|
| |
GIP
III STETSON II, L.P. |
| |
|
| |
By:
|
GIP
III Stetson GP, LLC, its general partner |
| |
By:
|
/s/
Matthew Harris |
| |
Name:
|
Matthew
Harris |
| |
Title:
|
Manager |
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