Partners' Capital | (7) Partners' Capital (a) Issuance of Common Units In November 2014, we entered into an Equity Distribution Agreement (the “2014 EDA”) with BMO Capital Markets Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Jefferies LLC, Raymond James & Associates, Inc. and RBC Capital Markets, LLC to sell up to $350.0 million in aggregate gross sales of our common units from time to time through an “at the market” equity offering program. In August 2017, we ceased trading under the 2014 EDA and entered into an Equity Distribution Agreement (the “2017 EDA”) 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 $600.0 million in aggregate gross sales of our common units from time to time through an “at the market” equity offering program. We may also sell common units to any Sales Agent as principal for the Sales Agent’s own account at a price agreed upon at the time of sale. We have no obligation to sell any of the common units under the 2017 EDA and may at any time suspend solicitation and offers under the 2017 EDA. For the nine months ended September 30, 2017 , we sold an aggregate of approximately 5.3 million common units under the 2014 EDA and 2017 EDA, generating proceeds of approximately $92.3 million (net of approximately $0.9 million of commissions and $0.2 million of registration fees). We used the net proceeds for general partnership purposes. As of September 30, 2017 , approximately $580.1 million remains available to be issued under the 2017 EDA. (b) Series B Preferred Units In January 2016, we issued an aggregate of 50,000,000 Series B Preferred Units representing our limited partner interests to Enfield Holdings, L.P. (“Enfield”) in a private placement for a cash purchase price of $15.00 per Series B Preferred Unit (the “Issue Price”), resulting in net proceeds of approximately $724.1 million after fees and deductions. Proceeds from the private placement were used to partially fund our portion of the purchase price payable in connection with the acquisition of our EnLink Oklahoma T.O. assets. Affiliates of the Goldman Sachs Group, Inc. and affiliates of TPG Global, LLC own interests in the general partner of Enfield. The Series B Preferred Units are convertible into our common units on a one -for-one basis, subject to certain adjustments (a) in full, at our option, if the volume weighted average price of a common unit over the 30 -trading day period ending two trading days prior to the conversion date (the “Conversion VWAP”) is greater than 150% of the Issue Price or (b) in full or in part, at Enfield’s option. In addition, upon certain events involving a change of control of our general partner or the managing member of ENLC, all of the Series B Preferred Units will automatically convert into a number of common units equal to the greater of (i) the number of common units into which the Series B Preferred Units would then convert and (ii) the number of Series B Preferred Units to be converted multiplied by an amount equal to (x) 140% of the Issue Price divided by (y) the Conversion VWAP. For the quarter ended March 31, 2016 through the quarter ended June 30, 2017, Enfield received a quarterly distribution equal to an annual rate of 8.5% on the Issue Price payable in-kind in the form of additional Series B Preferred Units. For the quarter ended September 30, 2017 and each subsequent quarter, Enfield is entitled to receive a quarterly distribution, subject to certain adjustments, equal to an annual rate of 7.5% on the Issue Price payable in cash (the “Cash Distribution Component”) plus an in-kind distribution equal to the greater of (A) 0.0025 Series B Preferred Units per Series B Preferred Unit and (B) an amount equal to (i) the excess, if any, of the distribution that would have been payable had the Series B Preferred Units converted into common units over the Cash Distribution Component, divided by (ii) the Issue Price. A summary of the distribution activity relating to the Series B Preferred Units for the nine months ended September 30, 2017 and 2016 is provided below: Declaration period Distribution paid-in kind (1) Cash Distribution (in millions) Date paid/payable 2017 Fourth Quarter of 2016 1,130,131 $ — February 13, 2017 First Quarter of 2017 1,154,147 $ — May 12, 2017 Second Quarter of 2017 1,178,672 $ — August 11, 2017 Third Quarter of 2017 410,681 $ 15.9 November 13, 2017 2016 First Quarter of 2016 992,445 $ — May 12, 2016 Second Quarter of 2016 1,083,589 $ — August 11, 2016 Third Quarter of 2016 1,106,616 $ — November 10, 2016 (1) Represents distributions paid or payable on the Series B Preferred Units through issuance of additional Series B Preferred Units. (c) Issuance of Series C Preferred Units In September 2017, we issued 400,000 Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series C Preferred Units”) representing our limited partner interests at a price to the public of $1,000 per unit. We used the net proceeds of $393.7 million for capital expenditures, general partnership purposes and to repay borrowings under our credit facility. The Series C Preferred Units represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As to the payment of distributions and amounts payable on a liquidation event, the Series C Preferred Units rank senior to our common units and to each other class of limited partner interests or other equity securities established after the issue date of the Series C Preferred Units that is not expressly made senior or on parity with the Series C Preferred Units. The Series C Preferred Units will rank junior to the Series B Preferred Units with respect to the payment of distributions, and junior to the Series B Preferred Units and all current and future indebtedness with respect to amounts payable upon a liquidation event. Income is allocated to the Series C Preferred Units in an amount equal to the earned distributions for the respective reporting period. At any time on or after December 15, 2022, we may redeem, at our option, in whole or in part, the Series C Preferred Units at a redemption price in cash equal to $1,000 per Series C Preferred Unit plus an amount equal to all accumulated and unpaid distributions, whether or not declared. We may undertake multiple partial redemptions. In addition, at any time within 120 days after the conclusion of any review or appeal process instituted by us following certain rating agency events, we may redeem, at our option, the Series C Preferred Units in whole at a redemption price in cash per unit equal to $1,020 plus an amount equal to all accumulated and unpaid distributions, whether or not declared. Distributions on the Series C Preferred Units accrue and are cumulative from the date of original issue and payable semi-annually in arrears on the 15 th day of June and December of each year through and including December 15, 2022 and, thereafter, quarterly in arrears on the 15 th day of March, June, September and December of each year, in each case, if and when declared by our general partner out of legally available funds for such purpose. The initial distribution rate for the Series C Preferred Units from and including the date of original issue to, but not including, December 15, 2022 is 6.0% per annum. On and after December 15, 2022, distributions on the Series C Preferred Units will accumulate for each distribution period at a percentage of the $1,000 liquidation preference per unit equal to an annual floating rate of the three-month LIBOR plus a spread of 4.11% . (d) Common Unit Distributions Unless restricted by the terms of our credit facility and/or the indentures governing our unsecured senior notes, we must make distributions of 100% of available cash, as defined in our partnership agreement, within 45 days following the end of each quarter. Distributions are made to our general partner in accordance with its current percentage interest with the remainder to the common unitholders, subject to the payment of incentive distributions as described below to the extent that certain target levels of cash distributions are achieved. Our general partner is not entitled to incentive distributions with respect to (i) distributions on the Series B Preferred Units until such units convert into common units or (ii) the Series C Preferred Units. Our general partner owns the general partner interest in us and all of our incentive distribution rights. Our general partner is entitled to receive incentive distributions if the amount we distribute with respect to any quarter exceeds levels specified in the partnership agreement. Under the quarterly incentive distribution provisions, our general partner is entitled to 13.0% of amounts we distribute in excess of $0.25 per unit, 23.0% of the amounts we distribute in excess of $0.3125 per unit and 48.0% of amounts we distribute in excess of $0.375 per unit. A summary of the distribution activity relating to the common units for the nine months ended September 30, 2017 and 2016 is provided below: Declaration period Distribution/unit Date paid/payable 2017 Fourth Quarter of 2016 $ 0.39 February 13, 2017 First Quarter of 2017 $ 0.39 May 12, 2017 Second Quarter of 2017 $ 0.39 August 11, 2017 Third Quarter of 2017 $ 0.39 November 13, 2017 2016 Fourth Quarter of 2015 $ 0.39 February 11, 2016 First Quarter of 2016 $ 0.39 May 12, 2016 Second Quarter of 2016 $ 0.39 August 11, 2016 Third Quarter of 2016 $ 0.39 November 11, 2016 (e) Earnings Per Unit and Dilution Computations As required under ASC 260, Earnings Per Share , unvested share-based payments that entitle employees to receive non-forfeitable distributions are considered participating securities for earnings per unit calculations. The following table reflects the computation of basic and diluted earnings per limited partner units for the periods presented (in millions, except per unit amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Limited partners’ interest in net loss $ (8.6 ) $ (11.4 ) $ (18.4 ) $ (602.1 ) Distributed earnings allocated to: Common units (1) (2) $ 135.7 $ 131.5 $ 405.0 $ 387.0 Unvested restricted units (1) (2) 1.1 0.9 3.0 2.6 Total distributed earnings $ 136.8 $ 132.4 $ 408.0 $ 389.6 Undistributed loss allocated to: Common units $ (144.3 ) $ (142.8 ) $ (423.3 ) $ (985.1 ) Unvested restricted units (1.1 ) (1.0 ) (3.1 ) (6.6 ) Total undistributed loss $ (145.4 ) $ (143.8 ) $ (426.4 ) $ (991.7 ) Net loss allocated to: Common units $ (8.6 ) $ (11.3 ) $ (18.3 ) $ (598.1 ) Unvested restricted units — (0.1 ) (0.1 ) (4.0 ) Total limited partners’ interest in net loss $ (8.6 ) $ (11.4 ) $ (18.4 ) $ (602.1 ) Basic and diluted net loss per unit: Basic $ (0.02 ) $ (0.03 ) $ (0.05 ) $ (1.82 ) Diluted $ (0.02 ) $ (0.03 ) $ (0.05 ) $ (1.82 ) (1) For the three months ended September 30, 2017 and 2016 , distributed earnings included a declared distribution of $0.39 per unit payable on November 13, 2017 and a distribution of $0.39 per unit paid on November 11, 2016 , respectively. (2) For the nine months ended September 30, 2017 , distributed earnings included a declared distribution of 0.39 per unit payable on November 13, 2017 and distributions of $0.39 per unit paid on August 11, 2017 and $0.39 per unit paid on May 12, 2017 . For the nine months ended September 30, 2016 , distributed earnings included distributions of $0.39 per unit paid on November 11, 2016 , $0.39 per unit paid on August 11, 2016 and $0.39 per unit paid on May 12, 2016 . The following are the unit amounts used to compute the basic and diluted earnings per limited partner unit for the periods presented (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Basic weighted average units outstanding: Weighted average limited partner basic common units outstanding (1) 347.9 337.2 346.1 330.8 Diluted weighted average units outstanding: Weighted average limited partner basic common units outstanding (1) 347.9 337.2 346.1 330.8 Dilutive effect of non-vested restricted units (2) — — — — Dilutive effect of convertible Series B Preferred Units (2) — — — — Total weighted average limited partner diluted common units outstanding 347.9 337.2 346.1 330.8 (1) For the three and nine months ended September 30, 2016 , weighted average limited partner basic common units outstanding included the weighted average impact of 3,645,688 Class C Common Units that converted into common units on May 13, 2016. (2) All common unit equivalents were antidilutive for the three and nine months ended September 30, 2017 and 2016 because the limited partners were allocated a net loss. All outstanding units were included in the computation of diluted earnings per unit and weighted based on the number of days such units were outstanding during the periods presented. Net income is allocated to our general partner in an amount equal to its incentive distribution rights as described in (d) above. Our general partner’s share of net income consists of incentive distribution rights to the extent earned, a deduction for unit-based compensation attributable to ENLC’s restricted units and the percentage interest of our net income adjusted for ENLC’s unit-based compensation specifically allocated to our general partner. The net income allocated to our general partner is as follows (in millions): Three Months Ended Nine Months Ended 2017 2016 2017 2016 Income allocation for incentive distributions $ 14.8 $ 14.4 $ 44.1 $ 42.4 Unit-based compensation attributable to ENLC’s restricted units (4.2 ) (3.6 ) (16.9 ) (11.2 ) General partner share of net income (loss) — — 0.1 (2.4 ) General partner interest in net income $ 10.6 $ 10.8 $ 27.3 $ 28.8 |