Page 5 of 14 SEC Filing
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D (the “Schedule
13D”) relates to the Common Units, no par value, of EnLink Midstream Partners, LP. The principal executive offices of
the Issuer are located at 2501 Cedar Springs Road, Dallas, Texas 75201.
Item 2. Identity and Background.
This Schedule 13D is being filed jointly
on behalf of TPG Advisors VII, Inc., a Delaware corporation (“TPG Advisors VII”), David Bonderman and James
G. Coulter (each a “Reporting Person” and collectively, the “Reporting Persons”). The business
address of each Reporting Person is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
TPG Advisors VII holds 100 shares of
common stock, and has appointed one of the two board members, of Enfield Holdings Advisors, Inc., a Delaware corporation (“Enfield
Holdings Advisors”), which is the general partner of Enfield Holdings, which directly holds 50,000,000 Series B Preferred
Units. Because of the relationship of TPG Advisors VII to Enfield Holdings, TPG Advisors VII may be deemed to beneficially own
the Series B Preferred Units.
Messrs. Bonderman and Coulter are officers
and sole shareholders of TPG Advisors VII. Because of the relationship of Messrs. Bonderman and Coulter to TPG Advisors VII, each
of Messrs. Bonderman and Coulter may be deemed to beneficially own the Series B Preferred Units. Messrs. Bonderman and Coulter
disclaim beneficial ownership of the Common Units except to the extent of their pecuniary interest therein.
Enfield Holdings and Enfield Holdings
Advisors have separately filed a Schedule 13D reporting their beneficial ownership of the Series B Preferred Units that may be
deemed to be beneficially owned by the Reporting Persons.
The principal business of TPG Advisors
VII is serving as the sole ultimate general partner, managing member or similar entity of related entities engaged in making or
recommending investments in securities of public and private companies.
The present principal occupation of David
Bonderman is President of TPG Advisors VII and officer, director and/or manager of other affiliated entities.
The present principal occupation of James
G. Coulter is Senior Vice President of TPG Advisors VII and officer, director and/or manager of other affiliated entities.
The name, residence or business address
and present principal occupation or employment of each director, executive officer and controlling person of TPG Advisors VII are
listed on Schedule I hereto.
Each of Messrs. Bonderman, Coulter and
the individuals referred to on Schedule I hereto is a United States citizen.
The agreement among the Reporting Persons
relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.
During the last five years, none of the
Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on
Schedule I hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
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