Registration No. 333-281344
(To Prospectus dated August 7, 2024)
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Public Offering
Price(1) |
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Underwriting
Discount |
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Proceeds, Before
Expenses, to us |
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Per Note
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| | | | 99.618% | | | | | | 0.650% | | | | | | 98.968% | | |
Total
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| | | $ | 498,090,000 | | | | | $ | 3,250,000 | | | | | $ | 494,840,000 | | |
| BofA Securities | | |
Citigroup
|
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Mizuho
|
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RBC Capital Markets
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MUFG
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PNC Capital Markets LLC
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TD Securities
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Wells Fargo Securities
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Page
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Prospectus Supplement
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| | | | S-ii | | | |
| | | | S-ii | | | |
| | | | S-1 | | | |
| | | | S-8 | | | |
| | | | S-12 | | | |
| | | | S-13 | | | |
| | | | S-14 | | | |
| | | | S-26 | | | |
| | | | S-31 | | | |
| | | | S-38 | | | |
| | | | S-38 | | | |
| | | | S-38 | | |
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AND THE ACCOMPANYING BASE PROSPECTUS
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As of June 30, 2024
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Historical
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As Adjusted
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(Dollars in millions)
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Cash and cash equivalents(1)
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| | | $ | 5.8 | | | | | $ | 16.7 | | |
Long-term debt including current maturities: | | | | | | | | | | | | | |
Revolving Credit Facility due 2027(2)
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| | | $ | 229.0 | | | | | | — | | |
AR Facility due 2025(3)
|
| | | | 254.4 | | | | | | — | | |
ENLK’s 4.15% Senior unsecured notes due 2025
|
| | | | 421.6 | | | | | | 421.6 | | |
ENLK’s 4.85% Senior unsecured notes due 2026
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| | | | 491.0 | | | | | | 491.0 | | |
ENLC’s 5.625% Senior unsecured notes due 2028
|
| | | | 500.0 | | | | | | 500.0 | | |
ENLC’s 5.375% Senior unsecured notes due 2029
|
| | | | 498.7 | | | | | | 498.7 | | |
ENLC’s 6.50% Senior unsecured notes due 2030
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| | | | 1,000.0 | | | | | | 1,000.0 | | |
ENLK’s 5.60% Senior unsecured notes due 2044
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| | | | 350.0 | | | | | | 350.0 | | |
ENLK’s 5.05% Senior unsecured notes due 2045
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| | | | 450.0 | | | | | | 450.0 | | |
ENLK’s 5.45% Senior unsecured notes due 2047
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| | | | 500.0 | | | | | | 500.0 | | |
ENLC’s 5.650% Senior unsecured notes due 2034 (the notes offered hereby)
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| | | | — | | | | | | 500.0 | | |
Debt issuance cost(4)
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| | | | (29.5) | | | | | | (33.3) | | |
Total long-term debt including current maturities
|
| | | $ | 4,665.2 | | | | | $ | 4,678.0 | | |
Members’ equity: | | | | | | | | | | | | | |
Members’ equity (452,144,847 units issued and outstanding)
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| | | $ | 914.2 | | | | | $ | 914.2 | | |
Accumulated other comprehensive loss
|
| | | | 3.8 | | | | | | 3.8 | | |
Non-controlling interest
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| | | | 1,540.3 | | | | | | 1,540.3 | | |
Total members’ equity
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| | | $ | 2,458.3 | | | | | $ | 2,458.3 | | |
Total capitalization
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| | | $ | 7,123.5 | | | | | $ | 7,136.3 | | |
Underwriter
|
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Principal Amount
of Notes |
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BofA Securities, Inc.
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| | | $ | 75,000,000 | | |
Citigroup Global Markets Inc.
|
| | | | 75,000,000 | | |
Mizuho Securities USA LLC
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| | | | 75,000,000 | | |
RBC Capital Markets, LLC
|
| | | | 75,000,000 | | |
MUFG Securities Americas Inc.
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| | | | 35,000,000 | | |
PNC Capital Markets LLC
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| | | | 35,000,000 | | |
TD Securities (USA) LLC
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| | | | 35,000,000 | | |
Wells Fargo Securities, LLC
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| | | | 35,000,000 | | |
Comerica Securities, Inc.
|
| | | | 15,000,000 | | |
Regions Securities LLC
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| | | | 15,000,000 | | |
Scotia Capital (USA) Inc.
|
| | | | 15,000,000 | | |
Truist Securities, Inc.
|
| | | | 15,000,000 | | |
Total
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| | | $ | 500,000,000 | | |
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Paid by Us
|
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Per note
|
| | | | 0.650% | | |
1722 Routh Street, Suite 1300
Dallas, Texas 75201
Attention: Investor Relations
Telephone: (214) 953-9500
EnLink Midstream Partners, LP, as Guarantor
Common Units
Membership Interests
Guarantees of Debt Securities
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Matter
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Vote Requirement
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| Issuance of additional units | | | No approval right. | |
| Amendment of the operating agreement | | | Certain amendments may be made by our managing member without the approval of the unitholders. Other amendments generally require the approval of a unit majority. See “— Amendment of the Operating Agreement.” | |
| Merger of or the sale of all or substantially all of our assets | | | Unit majority in certain circumstances. See “— Merger, Consolidation, Conversion, Sale, or Other Disposition of Assets.” | |
| Dissolution of EnLink Midstream | | | Unit majority. See “— Dissolution.” | |
| Continuation of our business upon dissolution | | | Unit majority. See “— Dissolution.” | |
| Withdrawal of our managing member | | | No approval right. See “— Withdrawal or Removal of Our Managing Member.” | |
| Removal of our managing member | | | Not less than 662∕3% of the outstanding common units, including units held by our managing member and its affiliates. See “— Withdrawal or Removal of Our Managing Member.” | |
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Matter
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Vote Requirement
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| Transfer of the interest of our managing member | | | No approval right. See “— Transfer of Managing Member Interest.” | |
| Transfer of ownership interests in our managing member | | | No approval right. See “— Transfer of Ownership Interests in Our Managing Member.” | |
| State law fiduciary standards | | | Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty. The duty of care, in the absence of a provision in an operating agreement providing otherwise, would generally require a managing member to act for the company in the same manner as a prudent person would act on his own behalf. The duty of loyalty, in the absence of a provision in an operating agreement providing otherwise, would generally require that any action taken or transaction engaged in be entirely fair to the company. | |
| Operating agreement modified standards | | | Our operating agreement contains provisions that waive or consent to conduct by our managing member and its affiliates that might otherwise raise issues as to compliance with fiduciary duties or applicable law. For example, our operating agreement provides that when our managing member is acting in its capacity as our managing member, as opposed to in its individual capacity, it must act in “good faith” and will not be subject to any other standard under applicable law (other than the implied contractual covenant of good faith and fair dealing). In addition, when our managing member is acting in its individual capacity, as opposed to in its capacity as our managing member, it may act without any fiduciary obligation to us or the unitholders whatsoever. These standards replace the obligations that our managing member would otherwise be held to. | |
| | | | If our managing member does not obtain approval from the conflicts committee of the board of directors of our managing member or the holders of our common units, excluding any units owned by our managing member or its affiliates, and our board of directors approves the resolution or course of action taken with respect to the conflict of interest, then it will be presumed that, in making its decision, our board of directors, which may include board members affected by the conflict of interest, acted in good faith, and in any proceeding brought by or on behalf of any member or us, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. These standards replace the obligations that our managing member would otherwise be held to. | |
| Rights and remedies of unitholders | | | The DLLCA generally provides that a member may institute legal action on behalf of the company to recover damages from a third party where a manager has refused to institute the action or where an effort to cause a manager to do so is not likely to succeed. These actions include actions against a manager for breach of its duties or of our operating agreement. In addition, the statutory or case law of some jurisdictions may permit a member to institute legal action on behalf of himself and all other similarly situated members to recover damages from a manager for violations of its fiduciary duties to the members. | |
| Operating agreement modified standards | | | The DLLCA provides that, unless otherwise provided in an operating agreement, a member or other person shall not be liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement for breach of fiduciary duty for the member’s or other person’s good faith reliance on the provisions of the operating agreement. Under our operating agreement, to the extent that, at law or in equity an indemnitee has duties (including fiduciary duties) and liabilities relating thereto to us or to our members, our managing member, and any other indemnitee acting in connection with its business or affairs shall not be liable to us or to any member for its good faith reliance on the provisions of our operating agreement. | |
1722 Routh Street, Suite 1300
Dallas, Texas 75201
Attention: Investor Relations
Telephone: (214) 953-9500
|
BofA Securities
|
| |
Citigroup
|
| |
Mizuho
|
| |
RBC Capital
Markets |
|
|
MUFG
|
| |
PNC Capital Markets LLC
|
| |
TD Securities
|
| |
Wells Fargo Securities
|
|
|
Comerica Securities
|
| |
Regions Securities LLC
|
| |
Scotiabank
|
| |
Truist Securities
|
|