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): December 714, 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)

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 Act: ~~None~~

Title of Each Class		Trading 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.

OnPurchase December 7, 2020, GIP III Stetson I, L.P., GIP III Stetson II, L.P., and Enfield Holdings, L.P. (collectively, the “Consenting Majority Unitholders”), as the holders of a majority of the voting power with respect to the outstanding common units (the “common units”) representing limited liability company interests in EnLink Midstream, LLC (“ENLC”), which is the parent of the general partner of EnLink Midstream Partners, LP (the “Company”), approved by written consent an increase in the number of common units (the “Unit Increase”) authorized for issuance under the EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated effective March 31, 2020 (the “Current Plan”), together with an amendment and restatement of the Current Plan to effect such Unit Increase (the Current Plan, as so amended and restated, the “Amended Company Plan”). The Unit Increase and the Amended Company Plan were previously approved, on September 17, 2020, by the Board of Directors (the “Board”) of EnLink Midstream Manager, LLC, the managing member of ENLC.Agreement

~~Pursuant~~On toDecember ~~rules~~14, ~~adopted~~2020, byEnLink ~~the Securities~~Midstream, ~~and~~LLC ~~Exchange~~(“ENLC”) ~~Commission~~and ~~under~~EnLink ~~the~~Midstream ~~Securities~~Partners, ~~Exchange Act of 1934~~LP, asa ~~amended,~~subsidiary onof ~~December~~ENLC 8(“ENLK”), ~~2020,~~entered into a ~~Schedule 14C Information~~Purchase ~~Statement~~Agreement (the “~~Information~~Purchase ~~Statement~~Agreement”), ~~was~~with ~~first~~BofA ~~sent~~Securities, orInc., ~~given~~as torepresentative of the ~~unitholders~~several ofinitial ~~ENLC,~~purchasers named ~~other~~therein ~~than~~(collectively, the ~~Consenting~~“Initial ~~Majority Unitholders.~~Purchasers”), ~~The~~with ~~Unit~~respect ~~Increase~~to the issuance and ~~the~~sale ~~Amended~~of ~~Company~~$500.0 ~~Plan~~million ~~will~~aggregate principal ~~become~~amount ~~effective~~of onENLC’s ~~December~~5.625% ~~28,~~senior ~~2020~~notes due 2028 (the “Notes”), ~~which~~at isa price to the ~~date~~public ~~that is~~of 20100.0% ~~calendar~~of their ~~days~~face ~~after~~value. ~~the~~The ~~date~~closing of the ~~Information~~offering ~~Statement~~of ~~was~~the ~~first~~Notes ~~sent~~occurred oron ~~given~~December to17, ~~such unitholders~~2020.

The ~~Current~~Notes ~~Plan~~were sold ~~permits~~to the ~~grant~~Initial ofPurchasers ~~cash and~~for ~~equity-based~~resale ~~awards,~~to ~~which~~qualified ~~may~~institutional bebuyers ~~awarded~~under inRule ~~the~~144A ~~form~~ of ~~options,~~the ~~restricted~~Securities ~~unit~~Act ~~awards,~~of ~~restricted incentive units~~1933, ~~unit~~as amended ~~appreciation~~(the ~~rights~~“Securities Act”), ~~distribution~~and ~~equivalent~~to ~~rights,~~persons ~~unit~~outside ~~awards,~~the ~~cash~~United ~~awards,~~States ~~and~~under ~~performance~~Regulation ~~awards~~S toof the ~~employees,~~Securities ~~consultants,~~Act. The Notes ~~and~~were ~~independent~~issued ~~contractors~~in ofa ~~ENLC~~transaction ~~and~~exempt ~~its~~from ~~affiliates,~~registration ~~including~~under the ~~Company,~~Securities asAct ~~well~~or asany ~~outside~~state ~~directors~~securities ~~serving~~laws. onTherefore, the ~~Board.~~Notes ~~The~~may ~~Amended~~not ~~Company~~be ~~Plan~~offered ~~will~~or ~~(i)~~sold ~~increase~~in the ~~number~~United ofStates ~~common~~absent ~~units~~registration ~~authorized~~or ~~for~~an ~~issuance~~applicable byexemption ~~20,000,000~~from ~~common~~the ~~units,~~registration ~~(ii)~~requirements ~~amend~~of the ~~term~~Securities ofAct ~~the~~and ~~Current~~any ~~Plan~~applicable sostate ~~that~~securities itlaws. ~~expires~~This onCurrent ~~September~~Report ~~17,~~on ~~2030,~~Form ~~and~~8-K (~~iii)~~this ~~make~~“Current ~~immaterial ministerial changes to the~~Report”) ~~Current~~and ~~Plan. This description of~~ the ~~Amended~~Exhibits ~~Company~~hereto ~~Plan~~do ~~does~~ not ~~purport~~constitute toan beoffer ~~complete and is qualified in its entirety by reference~~ to ~~the~~sell ~~Amended~~any ~~Company~~securities ~~Plan,~~or a ~~copy~~solicitation of ~~which~~an isoffer ~~filed~~to ~~with~~purchase ~~this~~any ~~Current Report on Form 8-K as Exhibit 10~~securities.~~1 and is incorporated herein by reference.~~

The Purchase Agreement contains customary representations, warranties, and agreements by ENLC and ENLK, and customary conditions to closing, obligations of the parties, and termination provisions. ENLC and ENLK have agreed to indemnify the Initial Purchasers, and the Initial Purchasers have agreed to indemnify ENLC and ENLK, against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the other party may be required to make because of any of those liabilities.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Indenture and Notes

The Notes were issued under an Indenture, dated December 17, 2020 (the “Indenture”), among ENLC, as issuer, ENLK, as a guarantor, and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Indenture and form of Note, which is attached as an exhibit to the Indenture, provide, among other things, that the Notes will be senior unsecured obligations of ENLC and ENLK. Interest is payable on the Notes on January 15 and July 15 of each year beginning on July 15, 2021 until their maturity on January 15, 2028.

Prior to July 15, 2027, ENLC may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the Notes matured on July 15, 2027 (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate (as defined in the Indenture) plus 50 basis points; plus, in either case, accrued and unpaid interest to the redemption date. Also, on or after July 15, 2027, ENLC may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the redemption date.

If a Change of Control Triggering Event (as defined in the Indenture) occurs, ENLC must offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.

The terms of the Indenture, among other things, include a limitation on liens and a restriction on sale-leaseback transactions.

The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest; breach of agreements in the Indenture; the failure of ENLK’s guarantee to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is not cured within the time periods specified by the Indenture, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the principal amount of all the Notes, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable immediately in the manner and with the effect provided in the Indenture.

The foregoing description of the Indenture and Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

Item 2.03.

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

The information included in Item 1.01 of this Current Report with respect to the Indenture and the Notes is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER DESCRIPTION

EXHIBIT NUMBER		DESCRIPTION

4.1	—	Indenture, dated as of December 17, 2020, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Wells Fargo Bank, National Association, as trustee.
10.1	—	Purchase Agreement, dated as of December 14, 2020, by and among EnLink Midstream, LLC, EnLink Midstream Partners, LP, and BofA Securities, Inc., as representative of the several initial purchasers named therein.
104	—	Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).

10.1	—	EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated.
104	—	Cover Page Interactive Data File (formatted as Inline XBRL and included 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

	ENLINK MIDSTREAM PARTNERS, LP

	By:	EnLink Midstream GP, LLC, its General Partner

Date: December 18, 2020	By:	/s/ Pablo G. Mercado
		Pablo G. Mercado
		Executive Vice President and Chief Financial Officer

By: EnLink Midstream GP, LLC, its General Partner

Date: December 9, 2020	By:	/s/ Pablo G. Mercado
		Pablo G. Mercado
		Executive Vice President and
		Chief Financial Officer

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