SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

ENABLE MIDSTREAM PARTNERS, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

292480100

(CUSIP Number)

December 31, 2014

(Date of Event which Requires filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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. 292480100 Schedule 13G Page 2 of 8

 

  1 

NAMES OF REPORTING PERSONS

 

Bronco Midstream Infrastructure, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5 

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

43,585,926(1)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

43,585,926 (1)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

43,585,926 (1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.3%(2)

12

TYPE OF REPORTING PERSON

 

OO (limited liability company)

 

(1) Represents 43,585,926 common units representing limited partner interests (“Common Units”), or 20.3% of the outstanding Common Units, and no subordinated units representing limited partner interests (“Subordinated Units”), in the Issuer held directly by Bronco Midstream Infrastructure, LLC. See Item 4 for a description of the ownership relationship between the Reporting Persons.
(2) Based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. For purposes of the percent of class reported in row 11, the outstanding Subordinated Units of the Issuer are considered converted.

CUSIP No. 292480100 Schedule 13G Page 3 of 8

 

  1 

NAMES OF REPORTING PERSONS

 

Enogex Holdings LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5 

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

47,777,730(1)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

47,777,730(1)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,777,730(1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.3%(2)

12

TYPE OF REPORTING PERSON

 

OO (limited liability company)

 

(1) Includes 43,585,926 common units representing limited partner interests (“Common Units”) held by Bronco Midstream Infrastructure, LLC, an indirect wholly owned subsidiary of Enogex Holdings LLC (“Enogex”). The Common Units held by Enogex represent 22.3% of the outstanding Common Units. Enogex does not own any subordinated units representing limited partner interests (“Subordinated Units”) in the Issuer. See Item 4 for a description of the ownership relationship between the Reporting Persons.
(2)  Based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. For purposes of the percent of class reported in row 11, the outstanding Subordinated Units of the Issuer are considered converted.

CUSIP: 292480100 Schedule 13G

 

  1 

NAMES OF REPORTING PERSONS

 

ArcLight Capital Partners, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5 

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

47,777,730(1)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

47,777,730(1)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,777,730(1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.3%(2)

12

TYPE OF REPORTING PERSON

 

OO (limited liability company)

 

(1) Represents 47,777,730 common units representing limited partner interests (“Common Units”), or 22.3% of the outstanding Common Units, and no subordinated units representing limited partner interests (“Subordinated Units”), in the Issuer held directly by Bronco Midstream Infrastructure, LLC and Enogex Holdings LLC. ArcLight Capital Partners, LLC, through various investment funds, has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.
(2) Based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. For purposes of the percent of class reported in row 11, the outstanding Subordinated Units of the Issuer are considered converted.

CUSIP: 292480100 Schedule 13G

 

  1 

NAMES OF REPORTING PERSONS

 

ArcLight Capital Holdings, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5 

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

47,777,730(1)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

47,777,730(1)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,777,730(1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.3%(2)

12

TYPE OF REPORTING PERSON

 

OO (limited liability company)

 

(1) Represents 47,777,730 common units representing limited partner interests (“Common Units”), or 22.3% of the outstanding Common Units, and no subordinated units representing limited partner interests (“Subordinated Units”), in the Issuer held directly by Bronco Midstream Infrastructure, LLC and Enogex Holdings LLC. ArcLight Capital Partners, LLC, through various investment funds, has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.
(2) Based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. For purposes of the percent of class reported in row 11, the outstanding Subordinated Units of the Issuer are considered converted.

CUSIP: 292480100 Schedule 13G

 

  1 

NAMES OF REPORTING PERSONS

 

ArcLight Energy Partners Fund V, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5 

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

47,777,730(1)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

47,777,730(1)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,777,730(1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.3%(2)

12

TYPE OF REPORTING PERSON

 

PN

 

(1) Represents 47,777,730 common units representing limited partner interests (“Common Units”), or 22.3% of the outstanding Common Units, and no subordinated units representing limited partner interests (“Subordinated Units”), in the Issuer held directly by Bronco Midstream Infrastructure, LLC and Enogex Holdings LLC. ArcLight Capital Partners, LLC, through various investment funds (including ArcLight Energy Partners Fund V, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.
(2) Based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. For purposes of the percent of class reported in row 11, the outstanding Subordinated Units of the Issuer are considered converted.

CUSIP: 292480100 Schedule 13G

 

  1 

NAMES OF REPORTING PERSONS

 

ArcLight Energy Partners Fund IV, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5 

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

47,777,730(1)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

47,777,730(1)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,777,730(1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.3%(2)

12

TYPE OF REPORTING PERSON

 

PN

 

(1) Represents 47,777,730 common units representing limited partner interests (“Common Units”), or 22.3% of the outstanding Common Units, and no subordinated units representing limited partner interests (“Subordinated Units”), in the Issuer held directly by Bronco Midstream Infrastructure, LLC and Enogex Holdings LLC. ArcLight Capital Partners, LLC, through various investment funds (including ArcLight Energy Partners Fund IV, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.
(2) Based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. For purposes of the percent of class reported in row 11, the outstanding Subordinated Units of the Issuer are considered converted.

CUSIP: 292480100 Schedule 13G

 

  1 

NAMES OF REPORTING PERSONS

 

Bronco Midstream Partners, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5 

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

47,777,730(1)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

47,777,730(1)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,777,730(1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.3%(2)

12

TYPE OF REPORTING PERSON

 

PN

 

(1) Represents 47,777,730 common units representing limited partner interests (“Common Units”), or 22.3% of the outstanding Common Units, and no subordinated units representing limited partner interests (“Subordinated Units”), in the Issuer held directly by Bronco Midstream Infrastructure, LLC and Enogex Holdings LLC. ArcLight Capital Partners, LLC, through various investment funds (including Bronco Midstream Partners, L.P.), has indirect voting and investment control over the securities reported herein. See Item 4 for a description of the ownership relationship between the Reporting Persons.
(2) Based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. For purposes of the percent of class reported in row 11, the outstanding Subordinated Units of the Issuer are considered converted.

CUSIP: 292480100 Schedule 13G

 

  1 

NAMES OF REPORTING PERSONS

 

Daniel R. Revers

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3

SEC USE ONLY

 

  4

CITIZEN OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5 

SOLE VOTING POWER

 

6

SHARED VOTING POWER

 

47,777,730(1)

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

 

47,777,730(1)

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,777,730(1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not Applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.3%(2)

12

TYPE OF REPORTING PERSON

 

IN

 

(1) Represents 47,777,730 common units representing limited partner interests (“Common Units”), or 22.3% of the outstanding Common Units, and no subordinated units representing limited partner interests (“Subordinated Units”), in the Issuer held directly by Bronco Midstream Infrastructure, LLC and Enogex Holdings LLC. ArcLight Capital Partners, LLC has ultimate voting and investment control over the securities reported herein. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Capital Partners’ investment committee, Mr. Revers may be deemed to indirectly beneficially own the units attributable to ArcLight Capital Partners, but disclaims any such ownership except to the extent of his pecuniary interest therein. See Item 4 for a description of the ownership relationship between the Reporting Persons.
(2) Based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. For purposes of the percent of class reported in row 11, the outstanding Subordinated Units of the Issuer are considered converted.

CUSIP: 292480100 Schedule 13G

 

ITEM 1. (a) Name of Issuer:

Enable Midstream Partners, LP (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:

One Leadership Square

211 North Robinson Avenue

Suite 950

Oklahoma City, Oklahoma 73102
ITEM 2. (a) Name of Person Filing:

Bronco Midstream Infrastructure, LLC

Enogex Holdings LLC

ArcLight Capital Partners, LLC

ArcLight Capital Holdings, LLC

ArcLight Energy Partners Fund IV LP

ArcLight Energy Partners Fund V, L.P.

Bronco Midstream Partners, L.P.

Daniel R. Revers
(b) Address or Principal Business Office:

Principal business office of all persons filing:

200 Clarendon Street

55th Floor

Boston, MA 02117
(c) Citizenship:

Bronco Midstream Infrastructure, LLC

 Delaware

Enogex Holdings LLC

 Delaware

ArcLight Capital Partners, LLC

 Delaware

ArcLight Capital Holdings, LLC

 Delaware

ArcLight Energy Partners Fund IV LP

 Delaware

ArcLight Energy Partners Fund V, L.P.

 Delaware

Bronco Midstream Partners, L.P.

 Delaware

Daniel R. Revers

 United States
(d) Title of Class of Securities:

Common units representing limited partner interests (“Common Units”)

(e) CUSIP Number:

292480100

ITEM 3.
Not applicable.
ITEM 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

CUSIP: 292480100     Schedule 13G

 

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Units and subordinated units representing limited partner interests (“Subordinated Units”) of the Issuer as of December 31, 2014, based upon 214,355,023 Common Units and 207,855,430 Subordinated Units outstanding as of October 17, 2014, as reported in the Issuer’s most recent Form 10-Q filed on November 4, 2014. The Reporting Persons do not hold any Subordinated Units of the Issuer. The Reporting Persons have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the securities listed below.

 

Reporting Person

    Number of
Common
Units		      Percentage of
Common
Units		     Total
Beneficially
Owned (2)(3)(4)		      Percentage
(As Converted) (2)		  

Bronco Midstream Infrastructure, LLC(1)

      43,585,926         20.3 %      43,585,926         10.3 % 

Enogex Holdings LLC

      47,777,730         22.3 %      47,777,730         11.3 % 

ArcLight Capital Partners, LLC

      47,777,730         22.3 %      47,777,730         11.3 % 

ArcLight Capital Holdings, LLC

      47,777,730         22.3 %      47,777,730         11.3 % 

ArcLight Energy Partners Fund IV LP

      47,777,730         22.3 %      47,777,730         11.3 % 

ArcLight Energy Partners Fund V, L.P.

      47,777,730         22.3 %      47,777,730         11.3 % 

Bronco Midstream Partners, L.P.

      47,777,730         22.3 %      47,777,730         11.3 % 

Daniel R. Revers

      47,777,730         22.3 %      47,777,730         11.3 % 

 

(1)  Represents 43,585,926 Common Units, or 20.3% of the outstanding Common Units, and no Subordinated Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC, an entity that is indirectly owned and controlled by funds of ArcLight Capital Partners, LLC.
(2) Represents 47,777,730 Common Units, or 22.3% of the outstanding Common Units, and no Subordinated Units in the Issuer held directly by Bronco Midstream Infrastructure, LLC and Enogex Holdings LLC, entities that are indirectly owned and controlled by funds of ArcLight Capital Partners, LLC.
(3) The Subordinated Units may be converted into Common Units on a one-for-one basis after the expiration of the subordination period (as described in the Issuer’s Second Amended and Restated Agreement of Limited Partnership).
(4) The Common Units are held directly by Bronco Midstream Infrastructure LLC (“Bronco”) and Enogex Holdings LLC (“Enogex”). ArcLight Capital Partners, LLC (“ArcLight Capital Partners”) is the investment advisor for, and ArcLight Capital Holdings, LLC (“ArcLight Holdings”) is the managing member of the general partner of each of ArcLight Energy Partners Fund V, L.P., ArcLight Energy Partners Fund IV, L.P. and Bronco Midstream Partners, L.P. Bronco is an indirect wholly owned subsidiary of Enogex. ArcLight Capital Partners has ultimate voting and investment control over the securities held by Enogex and Bronco and thus may be deemed to indirectly beneficially own such securities. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Capital Partners’ investment committee, Mr. Revers may be deemed to indirectly beneficially own the units attributable to ArcLight Capital Partners, but disclaims any such ownership except to the extent of his pecuniary interest therein.

 

ITEM 5. Ownership of Five Percent or Less of a Class

Not applicable.

CUSIP: 292480100 Schedule 13G

 

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

ITEM 8. Identification and Classification of Members of the Group

Not applicable.

 

ITEM 9. Notice of Dissolution of Group

Not applicable.

 

ITEM 10. Certification

Not applicable.

CUSIP: 292480100

 

 Schedule 13G

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 17, 2015

 

ARCLIGHT CAPITAL PARTNERS, LLC
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: Managing Partner
ARCLIGHT CAPITAL HOLDINGS, LLC
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: Managing Partner
ARCLIGHT ENERGY PARTNERS FUND IV LP
By: ArcLight PEF GP IV, LLC
Its: General Partner
By: ArcLight Capital Holdings, LLC
Its: Manager
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: Managing Partner
ARCLIGHT ENERGY PARTNERS FUND V, L.P.
By: ArcLight PEF GP V, LLC
Its: General Partner
By: ArcLight Capital Holdings, LLC
Its: Manager
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: Managing Partner
BRONCO MIDSTREAM INFRASTRUCTURE, LLC
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: President
ENOGEX HOLDINGS, LLC
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: President
BRONCO MIDSTREAM PARTNERS, L.P.
By: Bronco Partners GP, LLC
Its: General Partner
By:

/s/ Daniel R. Revers

Name:

Daniel R. Revers

Title:

President

/s/ Daniel R. Revers
Daniel R. Revers

CUSIP: 292480100

 

 Schedule 13G

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.

IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of February 17, 2015

 

ARCLIGHT CAPITAL PARTNERS, LLC
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: Managing Partner
ARCLIGHT CAPITAL HOLDINGS, LLC
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: Managing Partner
ARCLIGHT ENERGY PARTNERS FUND IV LP

By:

 ArcLight PEF GP IV, LLC
Its: General Partner
By: ArcLight Capital Holdings, LLC
Its: Manager
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: Managing Partner
ARCLIGHT ENERGY PARTNERS FUND V, L.P.
By: ArcLight PEF GP V, LLC
Its: General Partner
By: ArcLight Capital Holdings, LLC
Its: Manager
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: Managing Partner
BRONCO MIDSTREAM INFRASTRUCTURE, LLC
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: President

CUSIP: 292480100

 

 Schedule 13G
ENOGEX HOLDINGS, LLC
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: President

 

BRONCO MIDSTREAM PARTNERS, L.P.
By: Bronco Partners GP, LLC
Its: General Partner
By:

/s/ Daniel R. Revers

Name: Daniel R. Revers
Title: President

/s/ Daniel R. Revers
Daniel R. Revers