Item 1.01. Entry into a Material Definitive Agreement.
On June 3, 2022, EnLink Midstream, LLC ("ENLC") entered into an Amended and
Restated Revolving Credit Agreement (the "Revolving Credit Agreement") with Bank
of America, N.A., as administrative agent (in such capacity, the "Administrative
Agent"), and the lenders party thereto (the "Lenders"). The Revolving Credit
Agreement replaces ENLC's existing Revolving Credit Agreement, dated as of
December 11, 2018 (the "Existing Revolving Credit Agreement"), with Bank of
America, N.A., as administrative agent, and the lenders party thereto.
The terms of the Revolving Credit Agreement are substantially similar to the
Existing Revolving Credit Agreement, except for, among other things,
modifications to (i) decrease the Lenders' commitments to make revolving loans
from $1.75 billion to $1.40 billion (the "Credit Facility"), which includes a
$500.0 million letter of credit subfacility, (ii) modify the leverage ratio
financial covenant calculation to net from the funded indebtedness numerator the
lesser of (a) consolidated unrestricted cash of ENLC and (b) $50.0 million,
(iii) remove the consolidated interest coverage ratio financial covenant,
(iv) extend the maturity date from January 2024 to June 2027, (v) replace the
ability of ENLC to elect that borrowings accrue interest at the London
Inter-Bank Offered Rate (LIBOR), plus a margin, with the ability of ENLC to
elect that borrowings accrue interest at a forward-looking term rate based on
the secured overnight financing rate ("Term SOFR"), plus a margin and a Term
SOFR spread adjustment, (vi) increase the size of a permitted receivables
financing to $500.0 million from $350.0 million, and (vii) permit, but not
require, the establishment by ENLC (subject to approval by the Administrative
Agent and Lenders holding a majority of the revolving commitments) of specified
key performance indicators with respect to environmental, social, and/or
governance targets that may result in a pricing increase or decrease under the
Credit Facility of up to 0.05% per annum for the margin on borrowings and
letters of credit and 0.02% per annum for the commitment fees.
EnLink Midstream Partners, LP ("ENLK") guarantees ENLC's obligations under the
Credit Facility. In the event that ENLC's obligations under the Credit Facility
are accelerated due to a default, ENLK will be liable for the entire outstanding
balance and 105% of the outstanding letters of credit under the Credit Facility.
The Credit Facility contains certain financial, operational, and legal covenants
substantially similar to the Existing Revolving Credit Agreement. The financial
covenant is tested on a quarterly basis, based on the rolling four-quarter
period that ends on the last day of each fiscal quarter. The financial covenant
requires ENLC to maintain a ratio of net consolidated indebtedness to
consolidated EBITDA (as defined in the Revolving Credit Agreement) of no more
than 5.0 to 1.0. Under the terms of the Credit Facility, if ENLC consummates an
acquisition in which the aggregate purchase price is $50.0 million or more, ENLC
can elect to increase the maximum allowed ratio of net consolidated indebtedness
to consolidated EBITDA to 5.5 to 1.0 for the quarter in which the acquisition
occurs and the three subsequent quarters.
Borrowings under the Credit Facility bear interest at ENLC's option at the Term
SOFR plus a Term SOFR spread adjustment of 0.10% per annum and an applicable
margin (ranging from 1.125% to 2.00%) or the Base Rate (the highest of the
Federal Funds Rate plus 0.50%, the Term SOFR plus 1.0% or the administrative
agent's prime rate) plus an applicable margin (ranging from 0.125% to 1.00%).
The applicable margins vary depending on ENLC's debt rating. Upon breach by ENLC
of certain covenants governing the Credit Facility, amounts outstanding under
the Credit Facility, if any, may become due and payable immediately.
The foregoing description of the Revolving Credit Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Revolving Credit Agreement, a copy of which is attached as Exhibit 10.1 to
this Current Report on Form 8-K (this "Current Report").
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 of this Current Report is incorporated by
reference into this Item 1.02.
In connection with entering into the Revolving Credit Agreement, on June 3,
2022, ENLC terminated its Existing Revolving Credit Agreement. $100 million in
revolving borrowings for working capital purposes were outstanding under the
Existing Revolving Credit Agreement and have been deemed borrowings under the
Revolving Credit Agreement. The Company repaid all accrued fees and expenses in
connection with the termination of the Existing Revolving Credit Agreement and
all commitments under the Existing Revolving Credit Agreement were terminated.
No early termination penalties were incurred in connection with the termination
of the Existing Revolving Credit Agreement.
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 and Item 1.02 of this Current Report is
incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
10.1 Amended and Restated Revolving Credit Agreement, dated as of
June 3, 2022, by and among EnLink Midstream, LLC, Bank of America,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and
each of the Lenders and other L/C Issuers party thereto.
104 Cover Page Interactive Data File, formatted as inline XBRL.
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