X0206 3 2019-01-25 0 0001592000 EnLink Midstream, LLC ENLC 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0000769993 GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663294 WEST STREET INTERNATIONAL INFRASTRUCTURE PARTNERS III, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663293 WEST STREET EUROPEAN INFRASTRUCTURE PARTNERS III, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001575993 Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001649329 West Street Global Infrastructure Partners III, L.P. 200 WEST STREET NEW YORK NY 10282-2198 0 0 1 0 0001643137 West Street Energy Partners Offshore-B AIV-1, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001643141 West Street Energy Partners AIV-1, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001643466 West Street Energy Partners Offshore AIV-1, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001643228 West Street Energy Partners Offshore Holding-B AIV-1, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Common Units 1127402 I See footnotes Series B Cumulative Convertible Preferred Units Common Units 67538343 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), West Street International Infrastructure Partners III, L.P. ("WS International"), West Street European Infrastructure Partners III, L.P. ("WS European"), West Street Global Infrastructure Partners III, L.P. ("WS Global"), Broad Street Principal Investments, L.L.C. ("BS Principal"), West Street Energy Partners Offshore - B AIV-1, L.P. ("WS Offshore B"), West Street Energy Partners AIV-1, L.P. ("WS AIV"), West Street Energy Partners Offshore AIV-1, L.P. ("WS Offshore AIV"), West Street Energy Partners Offshore Holding - B AIV-1, L.P. ("WS Holdings B"), Broad Street Infrastructure Advisors III, L.L.C. ("BS Infrastructure"), (continued in footnote 2) and Broad Street Energy Advisors AIV-1, L.L.C. ("BS Energy AIV", and together with WS International, WS European, WS Global, BS Principal, WS Offshore B, WS AIV, WS Offshore AIV, WS Holdings B, and BS Infrastructure, the "GS Entities"), WSIP Egypt Holdings, LP ("WSIP") and WSEP Egypt Holdings, LP ("WSEP", and together with WSIP, GS Group, Goldman Sachs and the GS Entities, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Enfield Holdings Advisors, Inc. ("Enfield Holdings Advisors") is the general partner of Enfield Holdings, L.P. ("Enfield Holdings"), which directly holds 58,728,994 Series B Cumulative Convertible Preferred Units (the "Series B Preferred Units") of EnLink MidStream Partners, LP ("ENLK") and 58,728,994 Class C Common Units (the "Class C Common Units") of EnLink Midstream, LLC (the "Issuer"). Pursuant to the terms of the Tenth Amended and Restated Agreement of Limited Partnership of ENLK, dated as of January 25, 2019, Enfield Holdings may exchange all or a portion of its Series B Preferred Units (along with a corresponding number of Class C Common Units) at any time for Common Units of the Issuer on a 1-for-1.15 basis, subject to certain adjustments. The right to exchange is not subject to an expiration date. The GS Entities are the direct or indirect beneficial owners of WSIP and WSEP, which hold 100 shares of common stock, and have appointed one of the two directors, of Enfield Holdings Advisors, which is the general partner of Enfield Holdings, which directly holds the Series B Preferred Units reported herein. Because of the relationship by and between the GS Entities, WSIP and WSEP on the one hand and Enfield Holdings on the other hand, the GS Entities, WSIP and WSEP may be deemed (for purposes of Rule 13d-3(a) and Rule 16a-1(a) only and not for any other applicable purpose), to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Enfield Holdings. For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other applicable purpose), GS Group and Goldman Sachs may be deemed to beneficially own indirectly the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Enfield Holdings, as (i) Goldman Sachs is an investment manager of certain of the GS Entities, (ii) Goldman Sachs is a wholly-owned subsidiary of GS Group, and (iii) affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner or investment manager of the GS Entities. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 1,127,402 Common Units and Goldman Sachs also has open short positions of 1,071,953 Common Units. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. The Goldman Sachs Group, Inc., By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 Goldman Sachs & Co. LLC, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 West Street International Infrastructure Partners III, L.P., By: Broad Street Infrastructure Advisors III, L.L.C., its General Partner, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 West Street European Infrastructure Partners III, L.P., By: Broad Street Infrastructure Advisors III, L.L.C., its General Partner, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 West Street Global Infrastructure Partners III, L.P., By: Broad Street Infrastructure Advisors III, L.L.C., its General Partner, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 Broad Street Principal Investments, L.L.C., By: Goldman Sachs & Co. LLC, its Manager, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 West Street Energy Partners Offshore - B AIV-1, L.P., By: Broad Street Energy Advisors AIV-1, L.L.C., its General Partner, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 West Street Energy Partners AIV-1, L.P., By: Broad Street Energy Advisors AIV-1, L.L.C., its General Partner, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 West Street Energy Partners Offshore AIV-1, L.P., By: Broad Street Energy Advisors AIV-1, L.L.C., its General Partner, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04 West Street Energy Partners Offshore Holding - B AIV-1, L.P., By: Broad Street Energy Advisors AIV-1, L.L.C., its General Partner, By: /s/ Yvette Kosic, Attorney-in-fact 2019-02-04