EnLink Midstream, LLC Drops Down Remaining 25% Interest in EnLink Midstream Holdings

EnLink Midstream Partners, LP

(the Partnership) today announced that it has acquired the remaining 25 percent equity interest in EnLink Midstream Holdings, LP (EMH) from EnLink Midstream, LLC

(the General Partner) (collectively, EnLink Midstream) for approximately $900 million of newly issued Partnership common units. The Partnership now holds 100 percent of EMH, which owns the assets that Devon Energy Corp. (Devon) contributed to EnLink Midstream in March 2014. These assets include gathering and processing systems in North Texas and Oklahoma, which are supported by long-term, fixed-fee contracts with minimum volume commitments, as well as an economic interest in Gulf Coast Fractionators located in Mont Belvieu, Texas. The acquisition is immediately accretive to distributable cash flow per common unit of the Partnership, with the transaction value representing an approximate nine times multiple of estimated adjusted EBITDA of EMH for 2015. "The completion of this dropdown marks an important milestone in EnLink Midstream's strategic growth plan," said Barry E. Davis, EnLink Midstream President and Chief Executive Officer. "As the final dropdown of Devon's legacy assets from the General Partner to the Partnership, this transaction enables us to achieve our stated goal of creating a pure-play general partner. The transaction also consolidates Devon's legacy assets under the ownership of the Partnership, which supports long-term growth in Partnership distributions and further reduces the leverage of the Partnership." The transaction has been approved by the board of directors of the managing member of the General Partner and by the board of directors of the general partner of the Partnership, as well as by the conflicts committee of the board of directors of the general partner of the Partnership. The conflicts committee, which is composed entirely of independent directors, engaged Simmons & Company International to act as its independent financial advisor and to render a fairness opinion, and Morris, Nichols, Arsht & Tunnell LLP to act as its independent legal counsel.