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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported):  August 31, 2022



(Exact name of registrant as specified in its charter)


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


(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 Act:


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 August 31, 2022, EnLink Midstream, LLC (“ENLC”) completed the sale of $700.0 million aggregate principal amount of 6.500% senior notes due 2030 (the “Notes”) pursuant to the terms of the purchase agreement, dated August 16, 2022 (the “Purchase Agreement”), among ENLC, EnLink Midstream Partners, LP, a subsidiary of ENLC (“ENLK”), as guarantor, and Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”). 


The Notes were issued under an Indenture, dated August 31, 2022 (the “Indenture”), among ENLC, as issuer, ENLK, as guarantor, and Computershare Trust Company, N.A., as trustee (the “Trustee”). The Indenture and form of Note, which is attached as an exhibit to the Indenture, provide, among other things, that the Notes will be senior unsecured obligations of ENLC and ENLK. Interest is payable on the Notes on March 1 and September 1 of each year beginning on March 1, 2023 until their maturity on September 1, 2030.


Prior to March 1, 2030, ENLC may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the Notes matured on March 1, 2030 (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate (as defined in the Indenture) plus 50 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. Also, on or after March 1, 2030, ENLC may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.


If a Change of Control Triggering Event (as defined in the Indenture) occurs, ENLC must offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.  


The terms of the Indenture, among other things, include a limitation on liens and a restriction on sale-leaseback transactions.


The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others: nonpayment of principal or interest; breach of agreements in the Indenture; the failure of ENLK’s guarantee to be enforceable; and certain events of bankruptcy or insolvency.  Generally, if an event of default occurs and is not cured within the time periods specified by the Indenture, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the principal amount of all the Notes, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable immediately in the manner and with the effect provided in the Indenture.


The Notes were sold to the Initial Purchasers for resale to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S of the Securities Act. The Notes were issued in a transaction exempt from registration under the Securities Act or any state securities laws. Therefore, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This Current Report on Form 8-K (this “Current Report”) and the Exhibits hereto do not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.


The foregoing description of the Indenture and Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.


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


The information included in Item 1.01 of this Current Report with respect to the Indenture and the Notes is incorporated by reference herein.





Item 9.01.Financial Statements and Exhibits.




4.1 Indenture, dated as of August 31, 2022, by and among EnLink Midstream, LLC, as issuer, EnLink Midstream Partners, LP, as guarantor, and Computershare Trust Company, N.A., as trustee.

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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 Manager, LLC,

its Managing Member

Date: August 31, 2022 By: /s/ Pablo G. Mercado
    Pablo G. Mercado
    Executive Vice President and Chief Financial Officer