ENLINK MIDSTREAM, LLC (NYSE:ENLC) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
EnLink Midstream, LLC indirectly owns the general partner interest, the incentive distribution rights, and a portion of the limited partner interests in EnLink Midstream Partners, LP (the “Partnership”).
On September21, 2017, the Partnership issued 400,000 of its 6.000% SeriesC Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “SeriesC Preferred Units”), at a price to the public of $1,000 per unit, to the previously reported Underwriting Agreement, dated as of September14, 2017, between the Partnership and J.P. Morgan Securities LLC, as representative of the several underwriters named therein. The SeriesC Preferred Units entitle their holders to certain rights that are senior to the rights of holders of common units representing limited partner interests in the Partnership (“Common Units”), such as rights to certain distributions and rights upon liquidation of the Partnership.
On September21, 2017, in connection with the issuance of the SeriesC Preferred Units, EnLink Midstream Partners GP, LLC, the general partner of the Partnership (the “General Partner”), adopted the Ninth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amended Partnership Agreement”) to (i)establish the rights and obligations of the SeriesC Preferred Units in connection with the issuance of such units, (ii)delete certain provisions that were no longer applicable to the Partnership, and (iii)make other miscellaneous revisions.
The SeriesC Preferred Units rank senior to the Common Units and to any other class or series of the Partnership’s equity interests that may be established after the original issue date of the SeriesC Preferred Units (the “Original Issue Date”) and that are not expressly made senior to or on parity with the SeriesC Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. The SeriesC Preferred Units rank junior to (i)the Partnership’s SeriesB Cumulative Convertible Preferred Units and (ii)any other class or series of the Partnership’s equity interests that may be established after the Original Issue Date and that are expressly made senior to the SeriesC Preferred Units to the payment of distributions and amounts payable upon a liquidation event (collectively, the “Senior Securities”). The SeriesC Preferred Units have no stated maturity and are not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Partnership, as described below.
Distributions on the SeriesC Preferred Units are cumulative from the Original Issue Date and will be payable semi-annually in arrears on the 15th day of Juneand Decemberof each year until December15, 2022, and thereafter on the 15th day of March, June, September, and Decemberof each year, in each case, when, as, and if declared by the General Partner. The initial distribution on the SeriesC Preferred Units will be payable on December15, 2017 in an amount equal to approximately $14.00 per SeriesC Preferred Unit. Distributions on the SeriesC Preferred Units will be payable out of amounts legally available therefor from and including the Original Issue Date to, but not including, December15, 2022 at a rate equal to 6.000% per annum of the $1,000 liquidation preference. On and after December15, 2022, distributions on the SeriesC Preferred Units will accumulate for each distribution period at a percentage of the $1,000 liquidation preference equal to an annual floating rate of the three-month LIBOR plus a spread of 4.11%.
The SeriesC Preferred Units may be redeemed by the Partnership at its option (i)following the occurrence of certain ratings agency events, in whole but not in part, out of funds legally available for such redemption, at a redemption price in cash of $1,020 per SeriesC Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the date of redemption, whether or not declared, or (ii)at any time on or after December15, 2022, in whole or in part, out of funds legally available for such redemption, at a redemption price in cash of $1,000 per SeriesC Preferred Unit plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the date of redemption, whether or not declared.
