DALLAS--(BUSINESS WIRE)--Feb. 28, 2014--
Crosstex Energy, L.P. (NASDAQ: XTEX) and Crosstex Energy, Inc. (the
“Corporation”) (NASDAQ: XTXI) (collectively “Crosstex”) today announced
the members of the Boards of Directors and the executive leadership team
of EnLink Midstream that are expected to be appointed upon completion of
Crosstex’s previously announced transaction with Devon Energy
Corporation (“Devon”) and certain of its subsidiaries (the
EnLink Midstream Boards of Directors
Each of the Board of Directors of EnLink Midstream GP, LLC, the general
partner of EnLink Midstream Partners, LP (ENLK), and the Board of
Directors of EnLink Midstream Manager, LLC, the managing member of
EnLink Midstream, LLC (ENLC), is expected to be comprised of nine
directors, including five members designated by Devon. As previously
announced, Crosstex expects that John Richels, President and CEO of
Devon, will be appointed as Chairman of both EnLink Midstream Boards of
Directors. The names and biographies of the other members that Crosstex
expects will be appointed to the Boards of Directors are set out below.
This experienced group of individuals has a wide variety of expertise,
qualifications, attributes and skills in oil and gas exploration,
midstream services, executive management, and finance and accounting.
EnLink Midstream GP, LLC Board of Directors
Upon completion of the Transaction, Crosstex expects that the following
individuals will be appointed to EnLink Midstream GP, LLC’s Board of
Directors and certain committees thereof:
John Richels will serve as Chairman of both of EnLink Midstream’s
Boards, has been President and Chief Executive Officer of Devon since
June 2010 and joined Devon’s Board of Directors in 2007.
Barry E. Davis will be the President and Chief Executive Officer of
EnLink Midstream and will serve on both of EnLink Midstream’s Boards.
He currently serves as President and Chief Executive Officer of
David A. Hager will serve as a Director on both of EnLink Midstream’s
Boards and will be a member of the Compensation Committee of the Board
of EnLink Midstream GP, LLC and the Governance and Compensation
Committee of the Board of EnLink Midstream Manager, LLC. He is
currently the Chief Operating Officer of Devon.
Darryl G. Smette will serve as a Director on both of the EnLink
Midstream Boards and has been the Executive Vice President Marketing,
Midstream and Supply Chain of Devon since 1999.
Thomas L. Mitchell will serve as a Director on both of the EnLink
Midstream Boards. Mr. Mitchell joined Devon as Executive Vice
President and Chief Financial Officer in February of 2014.
Mary P. Ricciardello will serve as a Director on both of EnLink
Midstream’s Boards and will be a member of both Audit Committees. She
was Senior Vice President and Chief Accounting Officer at Reliant
Energy Inc., until 2002.
Leldon E. Echols will serve as a Director on both of EnLink
Midstream’s Boards and will act as Chairman of both Audit Committees.
After 22 years at Arthur Anderson LLP, Mr. Echols served as Executive
Vice President and Chief Financial Officer for Centex Corporation,
until June 2006.
Scott A. Griffiths will serve as a Director on the Board of EnLink
Midstream GP, LLC, where he will be a member of the Conflicts
Committee and act as Chairman of the Compensation Committee. Mr.
Griffiths has served in executive positions with various exploration
and production companies and has been an independent Oil and Gas
Consultant since 2007, advising clients on various Gulf of Mexico
Kyle D. Vann will serve as a Director on the Board of EnLink Midstream
GP, LLC, where he will be a member of the Audit Committee and act as
Chairman of the Conflicts Committee. Mr. Vann has served in various
executive positions with Koch Industries and served as Chief Executive
Officer of Entergy-Koch, L.P. Mr. Vann has been an independent energy
commodity consultant to many energy companies since 2005.
EnLink Midstream Manager, LLC Board of Directors
Upon completion of the Transaction, Crosstex expects that John Richels,
Barry Davis, Leldon Echols, David Hager, Thomas Mitchell, Mary
Ricciardello and Darryl Smette, each of whom is described above, and the
following individuals will be appointed to EnLink Midstream Manager,
LLC’s Board of Directors and certain committees thereof:
James C. Crain will serve as a Director on the Board of EnLink
Midstream Manager, LLC, where he will be a member of the Audit
Committee and act as Chairman of the Conflicts Committee. Mr. Crain
retired in 2013 as President of Marsh Operating Company, an investment
management company focusing on energy investing, after nearly 30 years
Rolf A. Gafvert will serve as a Director on the Board of EnLink
Midstream Manager, LLC, where he will be a member of the Conflicts
Committee and act as Chairman of the Governance and Compensation
Committee. Mr. Gafvert previously served as Chief Executive Officer of
Boardwalk GP, LLC until he retired in 2011.
Upon the closing of the transaction, Crosstex expects that Bryan H.
Lawrence, Cecil E. Martin, Robert F. Murchison, Dwight D. Scott and Rhys
J. Best will retire from their positions on Crosstex Energy’s boards of
Barry E. Davis commented, “I would like to thank all Crosstex directors
for their commitment and service to our Company over the years. With
their leadership, we have achieved great things together which
culminated in our transformative transaction to create EnLink Midstream.”
EnLink Midstream Organizational Structure and
Executive Leadership Team
EnLink Midstream’s core operations will be organized into two primary
business units aligned generally around gas gathering, processing, and
transmission (Gas Unit) and separately natural gas liquids, crude and
logistics (Liquids Unit). The Gas Unit will include all gathering and
processing and natural gas storage and transportation assets and
operations. The Liquids Unit will consist of NGL storage, fractionation,
trucking, logistics and marketing operations, as well as all rail
terminals and storage.
As previously announced, Crosstex expects that Barry E. Davis will be
appointed as President and CEO of EnLink Midstream and Michael J.
Garberding will be appointed as Executive Vice President and CFO of
EnLink Midstream following the closing of the Transaction. In addition,
Crosstex expects that the following will be appointed as officers of
EnLink Midstream following the closing of the Transaction:
Joe A. Davis will serve as Executive Vice President and General
Counsel. Mr. Davis has served as General Counsel of Crosstex since
Steve J. Hoppe will serve as Executive Vice President and President of
Gas Gathering, Processing and Transmission. Mr. Hoppe has served as
Senior Vice President, Midstream of Devon since 2010.
McMillan (Mac) Hummel will serve as Executive Vice President and
President of Natural Gas Liquids and Crude. Mr. Hummel was Vice
President, NGLs & Olefins of The Williams Companies Inc. from 2010 to
2012 and has been Vice President, Commodity Services since 2013.
William W. Davis, Crosstex’s current Executive Vice President and Chief
Operating Officer, will retire from Crosstex, upon the closing of the
Transaction. Mr. Davis has over 30 years of leadership in the energy
industry, including over 12 years of outstanding service to Crosstex.
Mr. Davis played a vital role in the development and successful
execution of Crosstex’s business strategy.
Barry Davis concluded, “On behalf of the Board and management team, I
would also like to thank Bill for his more than 12 years of leadership
at Crosstex. Bill has been a great partner and played an important role
in our successful strategy to grow and diversify our business.”
About EnLink Midstream
On October 21, 2013, Crosstex and Devon (NYSE: DVN) announced their
agreement to combine substantially all of Devon's U.S. midstream assets
with Crosstex's assets to form a new midstream business. Following the
closing of the Transaction, two publicly traded entities will exist: the
master limited partnership, whose name will change upon closing from
Crosstex Energy, L.P. to EnLink Midstream Partners, LP, and a publicly
traded general partner entity, which will be called EnLink Midstream,
LLC. Applications have been filed to list the common units of both
EnLink Midstream Partners, LP and EnLink Midstream, LLC on the New York
Stock Exchange upon the closing under the symbols "ENLK" and "ENLC",
respectively. The new website for EnLink Midstream will be available at www.enlink.com.
The Transaction, which is expected to close in the first quarter of
2014, is subject to approval by the stockholders of the Corporation as
well as other customary closing conditions.
About the Crosstex Energy Companies
Crosstex Energy, L.P. (NASDAQ: XTEX) is an integrated midstream energy
partnership headquartered in Dallas that offers diversified, tailored
customer solutions spanning the energy value chain with services and
infrastructure that link energy production with consumption. XTEX
operates approximately 3,500 miles of natural gas, natural gas liquids
and oil pipelines, 9 natural gas processing plants and four
fractionators, as well as barge and rail terminals, product storage
facilities, brine disposal wells and an extensive truck fleet. XTEX has
the right platform, the right opportunities and the right people to
pursue its growth-focused business strategy.
Crosstex Energy, Inc. (NASDAQ: XTXI) owns the general partner interest,
the incentive distribution rights and a portion of the limited partner
interests in Crosstex Energy, L.P. as well as the majority interest in
E2, a services company focused on the Utica Shale play in the Ohio River
Additional information about the Crosstex companies can be found at www.crosstexenergy.com.
Additional Information and Where to Find It
This press release contains information about the proposed merger
involving a Devon entity and a Crosstex entity. In connection with the
proposed merger, EnLink Midstream, LLC (formerly known as New Public
Rangers, L.L.C.) filed with the SEC a registration statement on Form S-4
that includes a proxy statement/prospectus for the Corporation's
stockholders. The Corporation commenced the mailing of the final proxy
statement/prospectus to stockholders on February 6, 2014. Investors and
stockholders are urged to read the proxy statement/prospectus and other
relevant documents filed or to be filed with the SEC. These documents
and any other documents filed by Crosstex or Devon with the SEC may be
obtained free of charge at the SEC's website, at www.sec.gov.
In addition, stockholders will be able to obtain free copies of the
proxy statement/prospectus from the Corporation by contacting Investor
Relations by mail at Attention: Investor Relations, 2501 Cedar Springs,
Dallas, Texas 75201.
Participants in the Solicitation
Devon, Crosstex and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Corporation in respect of the proposed transaction.
Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the stockholders of the
Corporation in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings
or otherwise, is set forth in the preliminary proxy statement/prospectus
filed with the SEC. Information regarding the Corporation's directors
and executive officers is contained in its Annual Report on Form 10-K
for the year ended December 31, 2013, which is filed with the SEC.
Information regarding Devon's directors and executive officers is
contained in its Annual Report on Form 10-K for the year ended December
31, 2013, which is filed with the SEC.
This press release contains forward-looking statements within the
meaning of the federal securities laws. These statements are based on
certain assumptions made by Crosstex and Devon based upon management's
experience and perception of historical trends, current conditions,
expected future developments and other factors that Crosstex and Devon
believe are appropriate in the circumstances. Such statements are
subject to a number of assumptions, risks and uncertainties, many of
which are beyond the control of Crosstex and Devon, which may cause
actual results or events to differ materially from those implied or
expressed by the forward-looking statements included herein. These risks
include, but are not limited to, risks discussed in Crosstex’s and
Devon’s filings with the Securities and Exchange Commission. Crosstex
and Devon have no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Source: Crosstex Energy
Jill McMillan, 214-721-9271
Public & Industry Affairs