Item 1.01.
Entry into a Material Definitive Agreement.
Underwriting Agreement
On April 4, 2019, EnLink Midstream, LLC (ENLC) and EnLink Midstream Partners, LP, a subsidiary of ENLC (the Guarantor), entered into an Underwriting Agreement (the Underwriting Agreement) with RBC Capital Markets, LLC, BMO Capital Markets Corp., SunTrust Robinson Humphrey, Inc., and Wells Fargo Securities, 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 $500.0 million aggregate principal amount of its 5.375% senior notes due 2029 (the Notes), at a price to the public of 100.0% 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. 333-229806), as amended by Post-Effective Amendment No. 1 to Form S-3 that became effective automatically upon filing with the Securities and Exchange Commission (the Commission) on April 4, 2019. The closing of the Offering occurred on April 9, 2019.
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 5.375% Senior Notes due 2029
On April 9, 2019, ENLC issued $500.0 million aggregate principal amount of the Notes under an Indenture, dated as of April 9, 2019 (the Base Indenture), between ENLC and Wells Fargo Bank, National Association, as trustee (the Trustee), as amended and supplemented by the First Supplemental Indenture thereto, dated as of April 9, 2019 (the First Supplemental Indenture), among ENLC, the Guarantor, and the Trustee. Interest on the Notes is payable on June 1 and December 1 of each year, beginning December 1, 2019. 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 April 4, 2019 relating to the Notes, filed with the Commission on April 5, 2019, and the accompanying Prospectus dated April 4, 2019, 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.