UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENLINK MIDSTREAM, LLC
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE |
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46-4108528 |
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(State of Incorporation or organization) |
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(I.R.S. Employer Identification no.) |
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2501 CEDAR SPRINGS |
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DALLAS, TEXAS |
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75201 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which |
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to be so registered |
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each class is to be registered |
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Common Units Representing Limited Liability Company Interests |
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The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant’s Securities to be Registered.
A description of the common units representing limited liability company interests in EnLink Midstream, LLC (the “Registrant”) is set forth under the captions “Description of EnLink Midstream Common Units,” “The EnLink Midstream Operating Agreement” and “Material U.S. Federal Income Tax Consequences of the Mergers—Ownership of EnLink Midstream Common Units” in the Prospectus dated February 5, 2014, filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2014 under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registrant’s Registration Statement on Form S-4 (Registration No. 333-192419) previously filed with the SEC under the Securities Act, which description is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this Registration Statement on Form 8-A.
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Exhibit No. |
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Description |
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1 |
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Registrant’s Registration Statement on Form S-4 (Registration No. 333-192419), initially filed with the SEC on November 20, 2013, as amended (the “Form S-4 Registration Statement”) (incorporated herein by reference). |
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2 |
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Certificate of Formation of New Public Rangers, L.L.C. (incorporated herein by reference to Exhibit 3.1 to the Form S-4 Registration Statement). |
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3 |
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Certificate of Amendment to the Certificate of Formation of EnLink Midstream, LLC (incorporated herein by reference to Exhibit 3.2 to the Form S-4 Registration Statement). |
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4 |
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Form of First Amended and Restated Operating Agreement of EnLink Midstream, LLC (incorporated herein by reference to Exhibit 3.3 to the Form S-4 Registration Statement). |
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5* |
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Form of Specimen Unit Certificate representing common units. |
* Filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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ENLINK MIDSTREAM, LLC |
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BY: |
ENLINK MIDSTREAM MANAGER, LLC, |
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its Sole Member |
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BY: |
DEVON GAS SERVICES, L.P., |
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its Sole Member |
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BY: |
DEVON GAS OPERATING, INC., |
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its General Partner |
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Date: March 6, 2014 |
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/s/ Darryl G. Smette |
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Name: |
Darryl G. Smette |
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Title: |
Executive Vice President |
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement on Form 8-A.
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Exhibit No. |
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Description |
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1 |
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Registrant’s Registration Statement on Form S-4 (Registration No. 333-192419), initially filed with the SEC on November 20, 2013, as amended (the “Form S-4 Registration Statement”) (incorporated herein by reference). |
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Certificate of Formation of New Public Rangers, L.L.C. (incorporated herein by reference to Exhibit 3.1 to the Form S-4 Registration Statement). |
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Certificate of Amendment to the Certificate of Formation of EnLink Midstream, LLC (incorporated herein by reference to Exhibit 3.2 to the Form S-4 Registration Statement). |
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Form of First Amended and Restated Operating Agreement of EnLink Midstream, LLC (incorporated herein by reference to Exhibit 3.3 to the Form S-4 Registration Statement). |
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5* |
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Form of Specimen Unit Certificate representing common units. |
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* Filed herewith.
Exhibit 5
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No. |
UNITS |
ENLINK MIDSTREAM, LLC
Formed Under the Laws of the State of Delaware
THIS CERTIFIES THAT is the owner of fully paid and non-assessable Common Units representing limited liability company interests in EnLink Midstream, LLC, a Delaware limited liability company (the “Company”), transferable on the books of the Company by the holder hereof in person, or by duly authorized attorney, upon surrender of this certificate properly endorsed, in accordance with the terms of the First Amended and Restated Operating Agreement of the Company dated as of March 7, 2014, as amended, supplemented or restated from time to time.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
The Company has caused this Certificate to be signed by its duly authorized officer.
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Dated: |
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By: ENLINK MIDSTREAM MANAGER, LLC |
By: ENLINK MIDSTREAM MANAGER, LLC |
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the Company’s manager |
the Company’s manager |
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By: |
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By: |
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Name: |
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Name: |
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Title: Secretary |
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Title: President and Chief Executive Officer |
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[Reverse of Certificate]
ENLINK MIDSTREAM, LLC
The Company will furnish without charge to any unitholder a copy of the full text of the powers, designations, preferences and relative, participating, optional or other rights of the members of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, all as set forth in the Company’s Certificate of Formation and First Amended and Restated Operating Agreement dated as of March 7, 2014, each as amended, supplemented or restated from time to time.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as follows according to applicable laws or regulations:
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TEN COM - |
as tenants in common |
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UNIF GIFT/TRANSFERS MIN ACT |
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TEN ENT - |
as tenants by the entireties |
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Custodian |
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(Cust) |
(Minor) |
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JT TEN - |
as joint tenants with right of |
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under Uniform Gifts/Transfers to CD |
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survivorship and not as |
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Minors Act (State) |
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tenants in common |
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Additional abbreviations, though not in the above list, may also be used.
ASSIGNMENT OF COMMON UNITS
in
ENLINK MIDSTREAM, LLC
FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto :
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(Please print or typewrite name and address of Assignee) |
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(Please insert Social Security or other identifying number of Assignee) |
Common Units representing limited partner interests evidenced by this Certificate, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of EnLink Midstream, LLC.
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Date: |
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NOTE: |
The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. |
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17d-15 |
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(Signature) |
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(Signature) |
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No transfer of the Common Units evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Company will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units.