EnLink Midstream LLC (NYSE:ENLC) entered into an agreement to acquire the remaining 75.25% stake in EnLink Midstream Partners LP (NYSE:ENLK) (‘ENLK’) from GIP III Stetson I LP and GIP III Stetson II LP, both funds managed by Global Infrastructure Partners (‘GIP’) and other shareholders for $4.9 billion on October 21, 2018. As consideration ENLK unitholders will receive 1.15 common units of ENLC for each common unit of ENLK owned. In connection with the transaction, ENLC's incentive distribution rights in ENLK will be eliminated. ENLK's Series B Preferred Units, Series C Preferred Units, and senior notes will continue to remain outstanding. ENLC will have approximately 490 million fully diluted units outstanding at closing of the transaction. Upon the closing of the transaction, it is estimated that former ENLK unitholders and current ENLC unitholders will own approximately 62.7% and 37.3%, respectively, of the ENLC common units. The consideration is expected to be taxable to ENLK common unitholders. At closing, the pro forma company will retain the name EnLink Midstream LLC and continue to trade on the New York Stock Exchange ('NYSE') under the ticker ‘ENLC’. In case of termination of the transaction, ENLK may be liable to pay a fee of $55 million. Christopher Ortega, member of ENLK Board or another designee of TPG will be appointed as a member of the ENLC Board. The transaction is subject to certain customary conditions including approval of the agreement by the holders of a majority of the ENLK unitholders; approval of the ENLC common unit issuance by the holders of ENLC common units, which has been completed pursuant to the written consent of GIP III Stetson II; all required filings, consents, approvals, permits, and authorizations of any governmental authority in connection with the transactions having been made or obtained; any waiting period applicable to the transactions under the HSR Act shall have expired or been terminated; the effectiveness of a registration statement on Form S-4 registering the issuance by ENLC of the ENLC Common Units to be issued as consideration and approval for the listing of the ENLC Common Units to be issued as consideration on NYSE. As part of the transaction, GIP III Stetson I, and certain subsidiaries of ENLC entered into a support agreement agreeing to vote their ENLK shares in favor of the transaction. Concurrently Enfield Holdings LP, TPG VII Management LLC (‘TPG Capital’), WSEP Egypt Holdings LP, WSIP Egypt Holdings LP entered into a support agreement pursuant to which, among other things, they agreed to vote their Partnership Series B Units in favor of the adoption of the agreement. Concurrently with the execution of the agreement, GIP III Stetson II approved the ENLC Common Unit issuance by written consent. The transaction was approved by the conflicts committees and Boards of Directors of both ENLC and ENLK. The Federal Trade Commission issued an early termination notice to the deal on November 14, 2018. As of December 10, 2018, the registration statement was declared effective. As on January 23, 2019, the transaction was approved by the shareholders of EnLink Midstream Partners. The transaction is expected to close in the first quarter of 2019. As of December 10, 2018, the transaction is expected to close by January 28, 2019. A special meeting of ENLK unitholders is scheduled for January 23, 2019, for the purpose of voting on the Merger Agreement. As of January 2, 2019, the transaction is expected to close in late January 2019. As on January 23, 2019, it is expected that the transaction will be closed on January 25, 2019. The transaction is anticipated to be immediately accretive to both ENLC and ENLK common unitholders. Preston Bernhisel, Joshua Davidson, Jon Platt, Rachel Ratcliffe, Rosemary Maberry, Michelle Matthews, Allison Lancaster, Sumair Sangha, Steve Marcus and Eric Winwood of Baker Botts LLP acted as legal advisors and Michael Jamieson and Claudio Sauer of Citigroup Inc. acted as financial advisors to ENLC. Douglass Rayburn, Jonathan Whalen, Eric Pacifici, Lindsay Ellis and David Sinak of Gibson, Dunn & Crutcher LLP acted as legal advisors to ENLK. Thomas A. Mullen, Alyssa Ronan and Noah Chamberlain of Potter Anderson & Corroon LLP acted as legal advisors to ENLK's conflicts committee comprising independent directors. Raymond B. Strong, Eric Bauer, Alex Jeffries, Brad Bucher, Alex Olsson and Stewart White of Evercore Partners Inc. acted as financial advisor and fairness opinion provider to ENLK's conflicts committee for a fee of $1.75 million entitled to receive upon consummation of merger and $1.25 million upon Evercore's rendering its opinion. Srinivas M. Raju and Ken Jackman of Richards Layton & Finger P.A. acted as legal advisor to ENLC's conflicts committee. Nelson Mabry, Jeremy Michael and Keith Burba from Barclays acted as financial advisors and fairness opinion provider to ENLC's conflicts committee for a fee of $2.5 million and a fee of $500,000 upon delivery of the opinion. Blake Berkey, A.J. Million, William Hackett, Brian Miller, Robert Koenig, Edward Sonnenschein, Bill Finnegan, William N. Finnegan IV and Debbie P. Yee of Latham & Watkins acted as legal advisors and Intrepid Partners LLC as financial advisor to GIP. Keith Fullenweider, David Oelman, Ramey Layne, Claire Campbell, Jordan Fossee, Brittany Sakowitz, Ryan Carney and Allyson Seger of Vinson & Elkins acted as legal advisors to TPG Capital. Jefferies LLC acted as financial advisor to TPG and series B preferred equity holders on the transaction. MacKenzie Partners, Inc. acted as the proxy solicitor to ENLK and will be paid $30,000 as part of the transaction. American Stock Transfer & Trust Company, LLC acted as the transfer agent to ENLC as part of the transaction. EnLink Midstream LLC (NYSE:ENLC) completed the acquisition of the remaining 75.25% stake in EnLink Midstream Partners LP (NYSE:ENLK) (‘ENLK’) from GIP III Stetson I LP and GIP III Stetson II LP, both funds managed by Global Infrastructure Partners (‘GIP’) and other shareholders on January 25, 2019. As a result of the transaction, ENLK's common units will no longer be publicly traded. ENLC reconstituted its Board of Directors and the Committees thereof. The new Board is composed of Barry E. Davis(Executive Chairman), Michael J. Garberding, William J. Brilliant, Leldon E. Echols, Matthew C. Harris, Christopher Ortega, Kyle D. Vann, William A. Woodburn, and James C. Crain.  In connection with the closing, Rolf A. Gafvert tendered his resignation from the ENLC Board and also resigned from the Governance, Compensation, Audit and the Conflicts Committee. In connection with the consummation of the merger, each of William J. Brilliant, Leldon E. Echols, Scott A. Griffiths, Matthew C. Harris, Christopher Ortega, Kyle D. Vann, and William Woodburn tendered his resignation from ENLK Board. The size of ENLK board reduced from nine to three Directors and appointed Alaina K. Brooks to serve as a Board Member. Jefferies LLC acted as financial advisor to Global Infrastructure Partners.