EnLink Midstream LLC filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 12, 2024, EnLink Midstream, LLC (“ENLC”) entered into an amendment (the “Credit Agreement Amendment”) to the Amended and Restated Credit Agreement, dated as of June 3, 2022 (as amended, the “Credit Agreement”), among ENLC, Bank of America, N.A., as Administrative Agent, and the lenders party thereto, to, among other things, (i) amend the definition of funded indebtedness such that up to $500.0 million of obligations under our accounts receivable securitization facility are excluded from our leverage ratio and (ii) amend the change of control provisions of the Credit Agreement to designate ONEOK, Inc. (“ONEOK”) and its subsidiaries as Qualifying Owners (as defined in the Credit Agreement Amendment), such that the previously disclosed transaction (the “Acquisition”) pursuant to which ONEOK has agreed to acquire from GIP III Stetson I, L.P. (“GIP Stetson I”) and GIP III Stetson II, L.P. (“GIP Stetson II” and together with GIP Stetson I, collectively, the “GIP Entities”), in the aggregate, all of the equity interests held by the GIP Entities in ENLC and EnLink Midstream Manager, LLC, the managing member of ENLC (the “Manager”) will not constitute a change of control under the Credit Agreement.
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with the Acquisition, on September 16, 2024, ENLC gave notice to the GIP Entities of its election to terminate the Unit Repurchase Agreement, dated as of January 16, 2024, by and among ENLC, GIP Stetson I, and GIP Stetson II (the “Unit Repurchase Agreement”), in accordance with the terms of the Unit Repurchase Agreement. The termination of the Unit Repurchase Agreement will be effective as of October 2, 2024, upon which date ENLC will repurchase the applicable number of common units representing limited liability company interests in ENLC (the “Common Units”) held by the GIP Entities, based on ENLC’s repurchases of Common Units from public unitholders effected during the third quarter of 2024 under ENLC’s Common Unit repurchase program, in accordance with the terms of the Unit Repurchase Agreement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| EXHIBIT NUMBER |
DESCRIPTION | |||
| 10.1 | — | First Amendment to Amended and Restated Credit Agreement, dated as of September 12, 2024, among EnLink Midstream, LLC, Bank of America, N.A., as Administrative Agent, and the lenders party thereto. | ||
| 104 | — | Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101). |
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: September 16, 2024 | By: | /s/ Benjamin D. Lamb |
| Benjamin D. Lamb | ||
| Executive Vice President and Chief Financial Officer | ||