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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):  September 24, 2021

 

ENLINK MIDSTREAM, LLC

(Exact name of registrant as specified in its charter)

  

Delaware   001-36336   46-4108528
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission File
Number)
  (I.R.S. Employer Identification No.)

  

1722 ROUTH STREET, SUITE 1300
DALLAS,Texas
  75201
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (214) 953-9500

  

(Former name or former address, if changed since last report)

   

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934:

 

Title of Each Class   Symbol   Name of Exchange on which Registered
Common Units Representing Limited Liability Company Interests   ENLC   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company            ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On September 24, 2021 (the “Amendment Date”), EnLink Midstream Funding, LLC, a bankruptcy-remote special purpose entity (the “SPV”) that is an indirect subsidiary of EnLink Midstream, LLC (“ENLC”), entered into the Second Amendment to the Receivables Financing Agreement (the “Second Amendment”), which amended the Receivables Financing Agreement, dated as of October 21, 2020 (as amended by the First Amendment thereto as of February 26, 2021, the “RFA”), in each case among the SPV, as borrower, EnLink Midstream Operating, LP, as initial servicer, PNC Bank, National Association, as administrative agent and lender, and PNC Capital Markets LLC, as structuring agent and sustainability agent.

 

Under the Second Amendment and related documentation, the SPV’s three-year committed accounts receivable securitization facility was amended to, among other things: (i) increase the facility limit and lender commitments under the RFA by $50 million to $350 million, (ii) extend the Scheduled Termination Date (as defined in the RFA) of the facility to September 24, 2024, and (iii) reduce the currently effective drawn fee to 110 bps from the previous 125 bps.

 

As of the Amendment Date, there were $300 million of borrowings by the SPV under the RFA and the borrowing base was $350 million.

 

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.
   
(d) Exhibits.

 

EXHIBIT
NUMBER
  DESCRIPTION
     
10.1 Second Amendment to the Receivables Financing Agreement, dated as of September 24, 2021, among EnLink Midstream Funding, LLC, as borrower, EnLink Midstream Operating, LP, as initial servicer, PNC Bank, National Association, as administrative agent and as lender, and PNC Capital Markets LLC, as structuring agent and sustainability agent.
     
104 Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

 

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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 27, 2021 By: /s/ Pablo G. Mercado
        Pablo G. Mercado
        Executive Vice President and Chief Financial
    Officer
       

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