Item 1.01.
Entry into a Material Definitive Agreement.
Underwriting Agreement
On July 11, 2016, EnLink Midstream Partners, LP (the Partnership) entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., 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 the Partnership of $500 million aggregate principal amount of its 4.850% senior notes due 2026 (the Notes), at a price to the public of 99.859% 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. 333-194465) (the Registration Statement), which became effective automatically upon filing with the Securities and Exchange Commission (the Commission) on March 10, 2014. The closing of the Offering occurred on July 14, 2016.
In the Underwriting Agreement, the Partnership 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 is qualified in its entirety by reference to the text of the Underwriting Agreement, 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 the Notes
On July 14, 2016, the Partnership issued $500 million aggregate principal amount of the Notes, which were issued under an Indenture, dated as of March 19, 2014 (the Base Indenture), between the Partnership and Wells Fargo Bank, National Association, as trustee (the Trustee), as amended and supplemented by the Fourth Supplemental Indenture thereto, dated as of July 14, 2016 (the Fourth Supplemental Indenture), between the Partnership and the Trustee. Interest on the Notes is payable on January 15 and July 15 of each year, beginning January 15, 2017.
The terms of the Notes, the Base Indenture and the Fourth Supplemental Indenture are further described in the Prospectus Supplement dated July 11, 2016 relating to the Notes, filed with the Commission on July 12, 2016, and the accompanying Prospectus dated March 10, 2014, 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 by reference to the Base Indenture and the Fourth Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report and are incorporated herein by reference.