ENLINK MIDSTREAM PARTNERS, LP (NYSE:ENLK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On August3, 2017, EnLink Midstream Partners, LP (the “Partnership”) entered into an Equity Distribution Agreement (the “Agreement”) with UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner& Smith Incorporated, Citigroup Global Markets Inc., Jefferies LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Robinson Humphrey,Inc., and Wells Fargo Securities, LLC (collectively, the “Sales Agents”) to sell up to $600 million in aggregate gross sales of common units representing limited partner interests in the Partnership (the “Common Units”) from time to time through an “at the market” equity offering program.
to the Agreement, the Common Units may be offered and sold through the Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule415 of the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions through the facilities of the New York Stock Exchange at market prices, in block transactions, or as otherwise agreed by the Partnership and the Sales Agents. The Agreement provides that any Sales Agent, when it is acting as the Partnership’s agent, will be entitled to compensation of up to 2% of the gross sales price of the Common Units sold through such Sales Agent from time to time. The Partnership may also sell Common Units to any Sales Agent as principal for the Sales Agent’s own account at a price agreed upon at the time of sale. The Partnership has no obligation to sell any of the Common Units under the Agreement and may at any time suspend solicitation and offers under the Agreement.
The offer and sale of the Common Units will be registered under the Securities Act, to the Partnership’s shelf registration statement on FormS-3 (Registration No.333-217848) (as amended, the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on June23, 2017, including the prospectus contained therein, as supplemented by the prospectus supplement filed with the Securities and Exchange Commission to Rule424(b)under the Securities Act on August3, 2017.
In the Agreement, the Partnership agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Sales Agents may be required to make because of any of those liabilities.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement, which is filed as Exhibit1.1 to this Current Report on Form8-K and incorporated herein by reference.
Item 8.01. Other Events.
The opinions of Baker Botts L.L.P. relating to the Common Units are filed herewith as Exhibits 5.1 and 8.1 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT NUMBER |
DESCRIPTION |
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1.1 |
Equity Distribution Agreement, dated August3, 2017, by and among the Partnership and UBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner& Smith Incorporated, Citigroup Global Markets Inc., Jefferies LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Robinson Humphrey,Inc., and Wells Fargo Securities, LLC |
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5.1 |
Opinion of Baker Botts L.L.P. |
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8.1 |
Opinion of Baker Botts L.L.P. as to certain tax matters. |
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23.1 |
Consent of Baker Botts L.L.P. (included in Exhibit5.1). |
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23.2 |
Consent of Baker Botts L.L.P. (included in Exhibit8.1). |