EnLink Midstream LLC filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On August 12, 2024, EnLink Midstream, LLC (“ENLC”) and EnLink Midstream Partners, LP, a subsidiary of ENLC (the “Guarantor”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”) by ENLC of $500,000,000 aggregate principal amount of its 5.650% senior notes due 2034 (the “Notes”), at a price to the public of 99.618% of their face value.
The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-281344), that became effective automatically upon filing with the Securities and Exchange Commission (the “Commission”) on August 7, 2024. The closing of the Offering occurred on August 15, 2024.
In the Underwriting Agreement, ENLC and the Guarantor agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
Issuance of 5.650% Senior Notes due 2034
On August 15, 2024, ENLC issued $500,000,000 aggregate principal amount of the Notes under an Indenture, dated as of August 15, 2024 (the “Base Indenture”), between ENLC and Computershare Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture thereto, dated as of August 15, 2024 (the “First Supplemental Indenture”), among ENLC, the Guarantor, and the Trustee. Interest on the Notes is payable on March 1 and September 1 of each year, beginning on March 1, 2025. The Notes are fully and unconditionally guaranteed by the Guarantor (the “Guarantee”).
The terms of the Notes, the Guarantee, the Base Indenture, and the First Supplemental Indenture are further described in the Prospectus Supplement dated August 12, 2024 relating to the Notes, filed with the Commission on August 14, 2024, and the accompanying Prospectus dated August 7, 2024, under the captions “Description of Notes” and “Description of the Debt Securities,” respectively. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture and the First Supplemental Indenture, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report with respect to the Base Indenture, the First Supplemental Indenture and the Notes is incorporated by reference herein.
Item 8.01 Other Events.
In connection with the Offering, the opinion of Baker Botts L.L.P. relating to the Notes and the guarantee of the Notes is filed herewith as Exhibit 5.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENLINK MIDSTREAM, LLC | ||
|
By: EnLink Midstream Manager, LLC, its Managing Member | ||
| Date: August 15, 2024 | By: | /s/ Benjamin D. Lamb |
| Benjamin D. Lamb | ||
| Executive Vice President and Chief Financial Officer | ||