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Organization and Summary of Significant Agreements
12 Months Ended
Dec. 31, 2016
Organization and Summary of Significant Agreements  
Organization and Summary of Significant Agreements

(1) Organization and Summary of Significant Agreements

 

(a) Organization of Business and Nature of Business

 

EnLink Midstream, LLC (“ENLC”) is a publicly traded Delaware limited liability company formed in 2013. Effective as of March 7, 2014, EnLink Midstream, Inc. (“EMI”) merged with and into a wholly-owned subsidiary of the Company and Acacia Natural Gas Corp I, Inc. (“Acacia”), formerly a wholly-owned subsidiary of Devon Energy Corporation (“Devon”), merged with and into a wholly-owned subsidiary of the Company (collectively, the “mergers”). Pursuant to the mergers, each of EMI and New Acacia became wholly-owned subsidiaries of the Company and the Company became publicly held. EMI owns common units representing an approximate 5.9% limited partner interest in EnLink Midstream LP ( the “Partnership”) as of December 31, 2016 and also owns EnLink Midstream Partners GP, LLC (the “General Partner”). Acacia directly owned a 50% limited partner interest in Midstream Holdings, which was formerly a wholly-owned subsidiary of Devon. Upon closing of the Business Combination (as defined below), ENLC issued 115,495,669 units to a wholly-owned subsidiary of Devon, represent approximately 64% of the outstanding limited liability company interests in ENLC as of December 31, 2016. Concurrently with the consummation of the mergers, a wholly-owned subsidiary of the Partnership acquired the remaining 50% of the outstanding limited partner interest in Midstream Holdings and all of the outstanding equity interests in EnLink Midstream Holdings GP, LLC, the general partner of Midstream Holdings (together with the mergers, the “Business Combination”). The Company’s common units are traded on the New York Stock Exchange under the symbol “ENLC.”

 

On February 17, 2015, Acacia contributed a 25% interest in Midstream Holdings (the “February 2015 Transferred Interests”) to the Partnership in a drop down transaction (the “February EMH Drop Down”) in exchange for 31,618,311 Class D Common Units in the Partnership. On May 27, 2015, Acacia contributed the remaining 25% limited partner interest in Midstream Holdings (the “May 2015 Transferred Interests”) to the Partnership in a drop down transaction (the “May 2015 EMH Drop Down” and together with the February 2015 EMH Drop Down, the “EMH Drop Downs”) in exchange for 36,629,888 Class E Common Units in the Partnership. After giving effect to the EMH Drop Downs, the Partnership owns 100% of Midstream Holdings. In addition, on April 1, 2015, the Partnership acquired the Victoria Express Pipeline and related truck terminal and storage assets from Devon (the “VEX Interests”). 

 

On January 7, 2016, the Operating Partnership acquired 84% of the outstanding equity interests in EnLink Oklahoma T.O., and ENLC acquired the remaining 16% equity interests in EnLink Oklahoma T.O. Since we control EnLink Oklahoma T.O., we reflect our ownership in EnLink Oklahoma T.O. on a consolidated basis in the consolidated financial statements and related disclosures. See “Note 3—Acquisitions” for further discussion.

 

On August 1, 2016, the Partnership formed a joint venture (the “Delaware Basin JV”) with an affiliate of NGP Natural Resources XI, L.P. (“NGP”) to operate and expand the Partnership’s natural gas, natural gas liquids (“NGLs”) and crude oil midstream assets in the liquids-rich Delaware Basin. The Delaware Basin JV is owned 50.1% by the Partnership and 49.9% by NGP. Since the Partnership controls the Delaware Basin JV, the Partnership reflects its ownership in the Delaware Basin JV on a consolidated basis, and NGP’s ownership is reflected as a non-controlling interest in the respective consolidated financial statements and related disclosures. See “Note 3—Acquisitions” for further discussion.

 

Our assets consist of equity interests in the Partnership and EnLink Oklahoma T.O. The Partnership is a publicly traded limited partnership engaged in the gathering, transmission, processing and marketing of natural gas and natural gas liquids, or NGLs, condensate and crude oil, as well as providing crude oil, condensate and brine services to producers. EnLink Oklahoma T.O. is a partnership held by us and the Partnership, and is engaged in the gathering and processing of natural gas. As of December 31, 2016, our interests in the Partnership consist of the following:

 

·

88,528,451 common units representing an aggregate 22.3% limited partner interest in the Partnership;

 

·

100.0% ownership interest in EnLink Midstream Partners GP, LLC, the general partner of the Partnership (the “General Partner”), which owns a 0.4% general partner interest and all of the incentive distribution rights in the Partnership; and

 

·

16% limited partner interest in EnLink Oklahoma T.O.

 

(b) Nature of Business

 

The Partnership primarily focuses on providing midstream energy services, including gathering, transmission, processing, fractionation, storage, condensate stabilization, brine services and marketing to producers of natural gas, NGLs, crude oil and condensate. The Partnership connects the wells of producers in its market areas to its gathering systems, processes natural gas to remove NGLs, fractionates NGLs into purity products and markets those products for a fee, transports natural gas and ultimately provides natural gas to a variety of markets. The Partnership purchases natural gas from natural gas producers and other supply sources and sells that natural gas to utilities, industrial consumers, other marketers and pipelines. The Partnership operates processing plants that process gas transported to the plants by major interstate pipelines or from its own gathering systems under a variety of fee-based arrangements. The Partnership provides a variety of crude oil and condensate services, which include crude oil and condensate gathering and transmission via pipelines, barges, rail and trucks, condensate stabilization and brine disposal. The Partnership also has crude oil and condensate terminal facilities that provide access for crude oil and condensate producers to premium markets. The Partnership’s gas gathering systems consist of networks of pipelines that collect natural gas from points near producing wells and transport it to larger pipelines for further transmission. The Partnership’s transmission pipelines primarily receive natural gas from its gathering systems and from third party gathering and transmission systems and deliver natural gas to industrial end-users, utilities and other pipelines. The Partnership also has transmission lines that transport NGLs from east Texas and from our south Louisiana processing plants to its fractionators in south Louisiana. The Partnership’s crude oil and condensate gathering and transmission systems consist of trucking facilities, pipelines, rail and barge facilities that, in exchange for a fee, transport crude oil from a producer site to end users and other pipelines. The Partnership’s processing plants remove NGLs and CO2 from a natural gas stream and its fractionators separate the NGLs into separate NGL products, including ethane, propane, iso-butane, normal butane and natural gasoline.