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): October ~~July 8~~21, 2020

ENLINK MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware		001-36340		16-1616605
(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)

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 None None None

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: NONE

Title of Each Class		Symbol		Name of Exchange on which Registered
N/A		N/A		N/A

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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Departure~~On October 21, 2020 (the “Closing Date”), EnLink Midstream Funding, LLC, a bankruptcy-remote special purpose entity (the “SPV”) that is an indirect subsidiary of EnLink Midstream, LLC (“ENLC”) and EnLink Midstream Partners, LP (“ENLK”), entered into a ~~Appointment~~three-year committed accounts receivable securitization facility (the “AR Facility”) of up to $250 million with PNC Bank, National Association, as administrative agent (the “Administrative Agent”) and lender, and PNC Capital Markets, LLC (“PNCCM”), as structuring agent.

~~On July 13,~~In ~~2020~~connection with the AR Facility, ~~EnLink~~certain subsidiaries ~~Midstream~~of ENLC and ENLK, ~~LLC~~as originators (the “~~ENLC~~Originators”), ~~announced~~have ~~that~~sold onand ~~July 10~~contributed, ~~2020~~and ~~Eric~~will D.continue ~~Batchelder departed~~to ~~from~~sell ~~his~~or ~~position~~contribute, aspursuant ~~Executive~~to ~~Vice~~a ~~President~~Sale and ~~Chief~~Contribution ~~Financial~~Agreement, ~~Officer~~dated as of ~~EnLink~~the ~~Midstream~~Closing ~~Manager~~Date (the “Sale and Contribution Agreement”), ~~LLC~~all of their accounts receivable and certain related assets (collectively, the “~~Manager~~Receivables”), to the ~~managing~~SPV, ~~member~~a separate legal subsidiary of ENLC, and ~~the~~ENLK ~~same~~whose ~~position~~sole atbusiness ~~EnLink~~consists ~~Midstream~~of GPthe purchase, ~~LLC~~or ~~(the~~acceptance ~~“General~~through ~~Partner”)~~capital contributions, of the ~~general partner~~Receivables ofand ~~EnLink~~whose ~~Midstream~~assets ~~Partners,~~are LPnot ~~(“ENLK”~~available ~~and~~to ~~together~~satisfy ~~with~~creditors of ENLC, ~~“EnLink”)~~the ~~and~~Originators, ~~will~~or ~~leave~~any ~~EnLink~~other subsidiary of ENLC.

~~Also~~The SPV financed its acquisition of the Receivables, and will finance its ongoing purchase of the Receivables, in part by obtaining secured loans from the lenders party onto ~~July 13~~the Receivables Financing Agreement, ~~2020~~dated as of the Closing Date (the “RFA”), among the SPV, EnLink ~~announced~~Midstream Operating, LP, as initial servicer (the ~~appointment~~“Servicer”), ofthe ~~Pablo~~Administrative GAgent, the lenders party thereto, and PNCCM. ~~Mercado~~The asamount available ~~Executive~~for ~~Vice~~borrowings ~~President~~at ~~and~~any ~~Chief~~one ~~Financial~~time ~~Officer~~under the RFA is limited to a borrowing base amount calculated based on the outstanding balance of ~~the~~eligible ~~Manager~~Receivables, subject to certain reserves, concentration limits, and other limitations. Borrowings under the RFA ~~General~~bear ~~Partner.~~interest ~~Mr. Mercado~~based ~~will~~on ~~also~~LIBOR ~~act~~or LMIR (each as defined in the ~~principal~~RFA), ~~financial~~in each case subject to a minimum floor of 37.5 basis points, ~~officer~~plus a drawn fee initially in the amount of 162.5 bps. The drawn fee varies based on ENLC’s credit rating, and ~~principal~~the ~~accounting~~SPV ~~officer~~also pays a fee on the undrawn committed amount of ~~EnLink~~the RFA. Interest and fees payable by the SPV under the RFA are due monthly.

~~Prior to~~The ~~joining~~SPV ~~EnLink,~~pledged ~~Mr. Mercado,~~its ~~age~~ownership ~~43,~~interest served as Senior Vice President and Chief Financial Officer of Forum Energy Technologies, Inc. since March 2018. Mr. Mercado also previously held various finance and corporate development positions at Forum Energy since joining in ~~November 2011, including Senior Vice President, Finance from June 2017 to March 2018 and Vice President,~~ ~~Operations Finance from August 2015 to June 2017. Prior to Forum Energy, Mr. Mercado was an investment banker in~~ the ~~Oil~~Receivables ~~and~~as ~~Gas~~collateral ~~Group~~security offor ~~Credit~~all ~~Suisse~~amounts ~~where~~outstanding heunder ~~worked with oilfield services companies and other companies in~~ the ~~oil and gas industry~~RFA, ~~most recently as a Director. Between 1998~~ and ~~2005, Mr. Mercado was an investment banker at UBS Investment Bank and Bank of America Merrill Lynch, working primarily with companies in~~ the ~~oil~~Servicer ~~and~~will ~~gas~~perform ~~industry. Mr. Mercado holds a B.B.A.~~administrative ~~from the Cox School of Business~~ and acollection ~~B.A.~~services inrelating ~~Economics~~to ~~from~~ the ~~Dedman~~Receivables ~~College~~on atbehalf ~~Southern Methodist University, and an M.B.A. from The University~~ of ~~Chicago Booth School of Business. He currently serves on~~ the ~~Board~~SPV offor ~~Directors and as~~ a ~~member of the Audit and Governance Committees of Comfort Systems USA, Inc~~fee.

~~Officer~~The ~~Compensation~~RFA is scheduled to terminate on October 20, 2023, unless extended in accordance with its terms or earlier terminated, at which time no further advances will be available and the obligations thereunder repaid in full by no later than (i) the date that is ninety (90) days following such date or (ii) such earlier date on which the loans under the RFA become due and payable.

~~In connection~~The ~~with~~purchase ~~his~~price ~~appointment~~for ~~as Executive Vice President and Chief Financial Officer,~~ the ~~Board~~sale of ~~Directors of~~ the ~~Manager~~Receivables ~~(the~~by ~~“Manager~~an ~~Board”)~~Originator ~~approved~~to the ~~following~~SPV ~~with~~consisted ~~respect to Mr. Mercado’s compensation: (1) an annual base salary~~ of ~~$450~~,~~000,~~ ~~(2) a~~and ~~target~~will ~~percentage~~continue ~~for~~to ~~the~~consist ~~short-term incentive program (the “STI Program”)~~ of, ~~90% and (3)~~ a ~~grant~~combination ~~consisting~~ of ~~400,000 of ENLC’s Common Units under the EnLink Midstream, LLC 2014 Long-Term Incentive Plan~~ (~~the “Plan”~~i), ~~half~~equity ~~issued~~contributions in the ~~form of time-based restrictive incentive units with a three-year cliff vesting~~SPV ~~schedule~~from ~~and~~its ~~half~~direct ~~issued as performance units based upon the achievement of specified performance goals. The terms of the grant~~parent, ~~including~~ ~~the~~(ii) ~~performance~~cash ~~criteria~~available ~~for the performance units, are substantially similar~~ to the ~~awards~~SPV ~~made~~from toloans ~~EnLink’s~~under ~~named executive officers in 2019 and 2020, which are described in~~ the ~~Current~~RFA ~~Report on Form 8-K~~ and ~~the~~from ~~Annual~~collections ~~Report~~ on ~~Form 10-K for~~previously ~~the~~sold ~~fiscal year ended December 31~~Receivables, and ~~2019~~ (~~the “2019 10-K”~~iii) ~~filed~~to ~~by ENLK with~~ the ~~Securities~~extent ~~and~~that ~~Exchange Commission (~~the ~~“SEC”)~~SPV ondoes ~~March 14,~~not ~~2019~~have ~~and~~funds ~~February 26,~~available ~~2020,~~to ~~respectively.~~pay Athe ~~description~~purchase ofprice ~~the~~in ~~STI~~cash, ~~Program~~through isan ~~also provided~~increase in ~~ENLK’s~~the principal ~~2019~~amount ~~10-K.~~of ~~The~~a ~~Compensation~~subordinated ~~Committee~~intercompany ofloan ~~the~~deemed ~~Manager~~made ~~Board~~by ~~recommended~~such ~~that~~Originator ~~the~~to ~~Manager Board approve~~ the ~~foregoing compensation~~SPV.

~~Mr. Batchelder’s~~ENLC guaranteed the respective obligations ~~departure~~of ~~will~~the ~~constitute~~Originators aand ~~“Qualifying~~the ~~Termination”~~Servicer under the ~~terms~~Sale ofand ~~his~~Contribution ~~Amended~~Agreement and ~~Restated~~the ~~Severance~~RFA, ~~Agreement~~as applicable, ~~and~~ ~~under~~pursuant ~~the~~to ~~terms~~a Performance Guaranty dated as of the ~~outstanding~~Closing ~~restricted~~Date. ~~incentive~~However, ~~units~~neither ~~(including~~ENLC ~~performance-based~~nor ~~restricted~~any ~~incentive~~of ~~units)~~its ~~granted to~~subsidiaries ~~Mr. Batchelder~~guarantees ~~under~~ the ~~Plan~~SPV’s ~~and~~borrowings under the ~~EnLink~~RFA ~~Midstream~~or ~~GP,~~the ~~LLC~~collectability ~~Long-Term~~of ~~Incentive Plan~~the Receivables.

Other Agreements

ENLC has a practice of entering into change of control agreements, severance agreements and indemnification agreements with each of the Manager’s executive officers. On July 13, 2020, in connection with his appointment as Chief Financial Officer, Mr. Mercado entered into each of the following agreements with an EnLink entity:

~~Mr. Mercado and~~As ~~a subsidiary~~ of ~~EnLink entered into a severance agreement (~~the ~~“Severance~~Closing ~~Agreement”)~~Date ~~and~~there awere ~~change~~$225 ~~in control agreement~~million ~~(the “Change in Control Agreement” and, together with the Severance Agreement, the “Related Agreements”), which are materially consistent with the form~~ of ~~Severance~~borrowings ~~Agreement~~by ~~and~~ the ~~form~~SPV ofunder ~~Change in Control Agreement described in~~ the ~~2019~~ ~~10-K that the Manager Board previously approved~~RFA. ~~The~~ ~~foregoing~~ENLC ~~description~~used of the ~~Severance~~cash ~~Agreement~~proceeds ~~and~~from the ~~Change in~~sale ~~Control Agreement does not purport to be complete and is qualified in its entirety by reference to the text~~ of the ~~Form of Severance~~Receivables ~~Agreement~~to ~~and~~ the ~~Form of~~SPV ~~Change in Control Agreement, which were filed as Exhibit 10.1 and 10.2~~ to ~~the~~repay ~~ENLC~~borrowings ~~Current~~under ~~Report~~its onrevolving ~~Form 8-K~~credit ~~filed with the SEC on September 23, 2019, respectively, each of which is incorporated herein by reference~~facility.

~~Mr. Mercado also~~The ~~entered~~RFA ~~into~~and ~~an indemnification agreement (~~the ~~“Indemnification~~Sale ~~Agreement”)~~and ~~with~~Contribution ~~ENLC. Under the terms of the~~Agreement ~~Indemnification~~contain ~~Agreement,~~certain ~~ENLC~~customary ~~agreed~~representations ~~to indemnify~~ and ~~hold~~warranties, ~~Mr. Mercado~~affirmative ~~(the “Indemnitee”) harmless from~~ and ~~against~~ ~~any~~negative ~~and all losses~~covenants, ~~claims,~~indemnification ~~damages~~provisions, ~~liabilities,~~and ~~judgments,~~events of ~~fines~~default, ~~taxes (~~including ~~ERISA~~those ~~excise~~providing ~~taxes),~~for ~~penalties~~termination ~~(whether civil,~~of ~~criminal,~~the orAR ~~other),~~Facility ~~interest,~~and ~~assessments,~~the ~~amounts~~acceleration ~~paid~~of ~~or payable in settlements, or other~~ amounts ~~and~~owed ~~any~~by ~~and~~the ~~all~~SPV ~~“expenses”~~under ~~(as defined in~~ the ~~indemnification~~RFA ~~agreements)~~if, ~~arising~~among ~~from~~other ~~any and all threatened~~things, ~~pending,~~the orSPV ~~completed~~fails ~~claims,~~to ~~demands,~~pay ~~actions, suits,~~principal ~~proceedings,~~ or ~~alternative~~interest ~~dispute~~when ~~mechanisms~~due, ~~whether~~a ~~civil,~~borrowing ~~criminal,~~base ~~administrative,~~deficiency ~~arbitrative~~exists, ~~investigative, or~~certain ~~otherwise,~~cross ~~whether made pursuant to federal~~defaults, ~~state~~judgments, or ~~local~~bankruptcy ~~law,~~events ~~whether~~occur ~~formal~~with orrespect ~~informal,~~to ~~and including appeals, in each case, which~~ the ~~Indemnitee may be involved~~SPV, ~~or is threatened to be involved~~ENLC, asENLC’s amanaging ~~party~~member, athe ~~witness~~Servicer, 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 Indemnitee is or was a director~~Originators, ~~manager,~~certain orevents ~~officer~~negatively ofaffecting ~~ENLC or~~ the ~~Manager,~~overall orcredit isquality ~~or was serving at the request~~ of ~~ENLC or~~ the ~~Manager,~~Receivables ~~each as applicable~~occur, asbreaches aof representations ~~manager,~~and ~~managing~~warranties ~~member, general partner, director, officer, fiduciary, trustee,~~ or ~~agent of~~covenants ~~any other entity~~occur, ~~organization, or person of any nature. ENLC has also agreed to advance the expenses of the Indemnitee relating to the foregoing. To the extent that~~ a change ~~in the laws~~ of ~~the~~control ~~State of Delaware permits greater indemnification under any statute~~occurs, ~~agreement,~~ ~~organizational document,~~ or ~~governing~~if ~~document than would be afforded under~~ the ~~Indemnification~~consolidated ~~Agreement~~leverage asratio of ~~the~~ENLC exceeds ~~date~~limits ofidentical ~~the~~to ~~Indemnification~~those ~~Agreements,~~in ~~the~~its ~~Indemnitee~~revolving ~~shall~~credit ~~enjoy the greater benefits so afforded by such change~~facility.

The foregoing description of the ~~Indemnification~~Sale and Contribution Agreement and the RFA does not purport to be complete and is qualified in its entirety by reference to the ~~complete~~full text of the ~~Form of~~Sale ~~Indemnification~~and Contribution Agreement and the RFA, respectively, copies of which ~~was~~are filed as ~~Exhibit~~ Exhibits 10.1 and 10.2 to ~~ENLC’s~~this Current Report on Form 8-K, ~~filed with the SEC on July 23~~respectively, ~~2018,~~ and ~~which~~are is incorporated ~~herein~~ by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION

10.1	—	Sale and Contribution Agreement, dated as of October 21, 2020, by and among EnLink Midstream Funding, LLC, EnLink Midstream Operating, LP, and the originators from time to time party thereto.
10.2	—	Receivables Financing Agreement, dated as of October 21, 2020, by and among EnLink Midstream Funding, LLC, as borrower, EnLink Midstream Operating, LP, as initial servicer, PNC Bank, National Association, as administrative agent and lender, the lenders party thereto, and PNC Capital Markets, LLC, as structuring agent.
104	—	Cover Page Interactive Data File (formatted as Inline iXBRL and included in Exhibit 101).

Item 7.01. Regulation FD Disclosure.

On July 13, 2020, ENLC issued a press release announcing the appointment and departure 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. ENLC will hold a webcast and conference call to discuss financial results for the quarter ended June 30, 2020 on Wednesday, August 5, 2020 at 8:00 a.m. Central time. ENLC will issue a press release with webcast and conference call details in advance of the call. ENLC's first quarter 2020 quarterly report and earnings press release will be posted on the Investors page at www.EnLink.com after market close on Tuesday, August 4. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in 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.

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press release dated July 13, 2020.
104	—	Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

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 PARTNERS, LP
	By:	EnLink Midstream GP, LLC, its General Partner
Date: July 13, 2020	By:	/s/ Barry E. Davis
Date: October 22, 2020	By:	/s/ Pablo G. Mercado
		Barry E. Davis
		Pablo G. Mercado
		Chairman and Chief Executive Officer
		Executive Vice President and Chief Financial Officer

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