S-8

As filed with the Securities and Exchange Commission on February 17, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EnLink Midstream, LLC

(Exact name of registrant as specified in its charter)

Delaware	46-4108528
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1722 Routh St., Suite 1300 Dallas, Texas (Address of principal executive offices)	75201 (Zip Code)

EnLink Midstream, LLC 2014 Long-Term Incentive Plan

(Full title of the plan)

Alaina K. Brooks

EnLink Midstream, LLC

1722 Routh St., Suite 1300

Dallas, Texas 75201

(214) 953-9500
(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

M. Preston Bernhisel
Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201-2980

Telephone: (214) 953-6500

Facsimile: (214) 953-6503

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	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 7(a)(2)(B) of the Securities Act.  ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum  Offering Price Per Share (3)	Proposed Maximum Aggregate Offering  Price (3)	Amount of  Registration Fee (4)
Common Units Representing Limited Liability Company Interests	20,000,000	$4.26	$85,200,000	$9,295.32

(1) This Registration Statement registers an aggregate 20,000,000 common units representing limited liability company interests (“ENLC Common Units”) of EnLink Midstream, LLC (the “Registrant”).

(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), common units that may be issuable upon any unit split, unit dividend or similar transaction with respect to these common units are also being registered hereunder.

(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act based on the average of the high and low prices of the common units of the Registrant as reported on The New York Stock Exchange on February 9, 2021.

(4) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the Proposed Maximum Aggregate Offering Price.

EXPLANATORY NOTE

This Registration Statement (the “Registration Statement”) is being filed, in accordance with General Instruction E to Form S-8, solely to register the issuance of an aggregate of up to 20,000,000 additional common units representing limited liability company interests in EnLink Midstream, LLC (“Common Units”), all of which were authorized pursuant to an amendment and restatement of the EnLink Midstream, LLC 2014 Long-Term Incentive Plan (as amended and restated, the “Plan”), which was approved by the Board of Directors of EnLink Midstream Manager, LLC, our managing member, on September 17, 2020 and by GIP III Stetson II, L.P. and Enfield Holdings, L.P., as the holders of a majority of the voting power with respect to our outstanding Common Units, by written consent on December 7, 2020, which written consent became effective on December 28, 2020. We previously filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) on January 28, 2019 (File No. 333-229393) covering 3,416,046 Common Units authorized for issuance under the Plan (the “Prior Registration Statement”). Except as supplemented by the information set forth below, the contents of the Prior Registration Statement are incorporated herein by reference. Unless the context otherwise requires, references in this Registration Statement to “us” or “we” are references to EnLink Midstream, LLC.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We incorporate by reference the following documents filed by us with the Commission:

(1) our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 17, 2021; and

(2) the description of the Common Units contained in our registration statement on Form 8-A (File No. 001-36336) filed with the Commission on March 6, 2014 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating, changing, or modifying such description.

All documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, in any subsequently filed supplement to this Registration Statement or any document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Number		Description
4.1	—	EnLink Midstream, LLC 2014 Long-Term Incentive Plan, as amended and restated December 28, 2020 (the “2014 Plan”) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 7, 2020, filed with the Commission on December 9, 2020, file No. 001-36336).
5.1    *	—	Opinion of Baker Botts L.L.P.
23.1  *	—	Consent of KPMG LLP.
23.2  *	—	Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1  *	—	Power of Attorney (included on the signature page to this Registration Statement).

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this 17th day of February, 2021.

ENLINK MIDSTREAM, LLC
By:	EnLink Midstream Manager, LLC,
	its managing member
By:	/s/ Pablo G. Mercado
	Pablo G. Mercado
	Executive Vice President and
	Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Barry E. Davis and Alaina K. Brooks, and each of them, any of whom may act without the joinder of the other, as his lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him in any and all capacities, to sign this Registration Statement and any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file such registration statement and all such amendments or supplements, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Barry E. Davis	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	February 17, 2021
Barry E. Davis
/s/ Deborah G. Adams	Director	February 17, 2021
Deborah G. Adams
/s/ William J. Brilliant	Director	February 17, 2021
William J. Brilliant
/s/ James C. Crain	Director	February 17, 2021
James C. Crain
/s/ Leldon E. Echols	Director	February 17, 2021
Leldon E. Echols
/s/ Thomas W. Horton	Director	February 17, 2021
Thomas W. Horton

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/s/ James K. Lee	Director	February 17, 2021
James K. Lee
/s/ Richard P. Schifter	Director	February 17, 2021
Richard P. Schifter
/s/ Scott E. Telesz	Director	February 17, 2021
Scott E. Telesz
/s/ Kyle D. Vann	Director	February 17, 2021
Kyle D. Vann
/s/ Pablo G. Mercado	Executive Vice President and Chief Financial Officer	February 17, 2021
Pablo G. Mercado	(Principal Financial Officer)
/s/ J. Philipp Rossbach	Vice President and Chief Accounting Officer	February 17, 2021
J. Philipp Rossbach	(Principal Accounting Officer)

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EX-5.1

Exhibit 5.1

    2001 Ross Avenue
Dallas, Texas
75201-2980 TEL +1 214.953.6500 FAX +1 214.953.6503 BakerBotts.com AUSTIN BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON

February 17, 2021

EnLink Midstream, LLC

1722 Routh St., Suite 1300

Dallas, Texas 75201

Ladies and Gentlemen:

We have acted as counsel to EnLink Midstream, LLC, a Delaware limited liability company (“ENLC”), and EnLink Midstream Manager, LLC, a Delaware limited liability company and the managing member of ENLC (“EMM”), with respect to certain legal matters in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by ENLC with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 20,000,000 additional common units representing limited liability company interests in ENLC (the “Common Units”) that may be issued pursuant to the EnLink Midstream, LLC 2014 Long-Term Incentive Plan (as amended and restated as of December 28, 2020, the “Plan”). At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above and as a basis for the opinion hereinafter expressed, we have examined (i) the Plan, (ii) the Second Amended and Restated Operating Agreement of ENLC and the Certificate of Formation of ENLC, each as amended to date, (iii) the Second Amended and Restated Limited Liability Company Agreement of EMM and the Certificate of Formation of EMM, each as amended to date, (iv) originals, or copies certified or otherwise identified, of the limited liability company records of ENLC and EMM, including minute books of EMM as furnished to us by EMM, (v) originals, or copies certified or otherwise identified, of certificates of public officials and of representatives of ENLC and EMM, (vi) the Registration Statement and (vii) statutes, including the Delaware Limited Liability Company Act (the “Act”), and other instruments and documents as we deemed necessary or advisable as a basis for the opinion hereinafter expressed.

In giving the opinion set forth below, we have relied, without independent investigation or verification, to the extent we deemed appropriate, upon the certificates, statements or other representations of officers or other representatives of EMM and public officials, with respect to the accuracy of the factual matters contained in or covered by such certificates, statements or representations. In making our examination, we have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and complete, and that all documents submitted to us as copies are true and correct copies of the originals thereof.

Based upon the foregoing and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when issued and delivered from time to time in accordance with the provisions of the Plan and otherwise in accordance with the terms and conditions of the applicable award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board of Directors of EMM or a duly constituted and acting committee thereof as provided therein, the Common Units will be duly authorized by all necessary limited liability company action on the part of ENLC, validly issued, fully paid and nonassessable.

	- 2 -	February 17, 2021

This opinion is limited to the original issuance of Common Units by ENLC and does not cover Common Units delivered by ENLC following the reacquisition of the same by ENLC.

This opinion is limited in all respects to the Act, and applicable reported judicial decisions, rules and regulations interpreting and implementing the Act, and the federal laws of the United States of America, in each case as in effect on the date hereof. We express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

EnLink Midstream Manager, LLC:

We consent to the use of our report with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein.

Our report dated February 17, 2021 with respect to the consolidated financial statements refers to a change in the Company’s method of accounting for leases in 2019.

/s/ KPMG LLP

Dallas, Texas

February 17, 2021