13D Filing: TPG Advisors VII, Inc. Owns Over 13% of Enlink Midstream Partners, Lp (ENLK)

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Page 2 of 14 SEC Filing

(Page 1 of 13 Pages)

____________

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

CUSIP
No. 29336U107     
Schedule
13D
Page   2   of   13  Pages
1

NAMES OF REPORTING PERSONS

TPG Advisors VII, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES 7

SOLE VOTING POWER

-0-

BENEFICIALLY OWNED BY 8

SHARED VOTING POWER

50,000,000 (See Items 3, 4 and 5)*

EACH REPORTING PERSON 9

SOLE DISPOSITIVE POWER

-0-

WITH 10

SHARED DISPOSITIVE POWER

50,000,000 (See Items 3, 4 and 5)*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

50,000,000 (See Items 3, 4 and 5)*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.3% (See Item 5)**

14

TYPE OF REPORTING PERSON

IN

* Reflects
50,000,000 common units (the “Common Units”) of EnLink Midstream Partners, LP (the “Issuer”)
issuable upon the conversion of 50,000,000 Series B Cumulative Convertible Preferred Units (the “Series B Preferred Units”)
of the Issuer. The Series B Preferred Units are convertible on a one-for-one basis as described herein.
** The calculation is based on the 375,089,857 Common Units of the Issuer outstanding as of December 6, 2015, which includes (i)
325,089,857 Common Units outstanding as of December 6, 2015, as set forth in the Convertible Preferred Unit Purchase Agreement
(the “Purchase Agreement”), dated December 6, 2015, by and between the Issuer and Enfield Holdings, L.P. (“Enfield
Holdings
”), filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “Commission”) on December 7, 2015, and (ii) 50,000,000 Common Units deliverable upon conversion
of the Series B Preferred Units reported herein.

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