Item 1.01.
Entry into a Material Definitive Agreement.
On August 3, 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.
Pursuant 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 Rule 415 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 Partnerships 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 Agents 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, pursuant to the Partnerships shelf registration statement on Form S-3 (Registration No. 333-217848) (as amended, the Registration Statement), which was declared effective by the Securities and Exchange Commission on June 23, 2017, including the prospectus contained therein, as supplemented by the prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act on August 3, 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 Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.