Certain Provisions of the Partnership agreement (Notes)

9 Months Ended

Sep. 30, 2014

Partners' Capital [Abstract]

Certain Provisions of Partnership Agreement

(7)  Certain Provisions of the Partnership Agreement

(a) Issuance of Common Units

In May 2014, the Partnership entered into an Equity Distribution Agreement (the “EDA”) with BMO Capital Markets Corp. (“BMOCM”). Pursuant to the terms of the EDA, the Partnership may from time to time through BMOCM, as its sales agent, sell common units representing limited partner interests having an aggregate offering price of up to $75.0 million.

Through September 30, 2014, the Partnership sold an aggregate of 2.4 million common units under the EDA, generating proceeds of approximately $71.9 million (net of approximately $0.7 million of commissions to BMOCM). The Partnership used the net proceeds for general partnership purposes, including working capital, capital expenditures and repayments of indebtedness.

(b)  Cash Distributions

Unless restricted by the terms of the Partnership credit facility and/or the indentures governing the Partnership’s unsecured senior notes, the Partnership must make distributions of 100% of available cash, as defined in the partnership agreement, within 45 days following the end of each quarter. Distributions are made to the 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. The Partnership's first quarter 2014 distribution on its common units and Class B Units of $0.36 per unit and $0.10 per unit, respectively, were paid on May 14, 2014. Distributions declared for the Partnership's Class B Units represent a pro rata distribution for the number of days its Class B Units were issued and outstanding during the quarter. The Partnership's Class B Units automatically converted into common units on a one-for-one basis on May 6, 2014. The Partnership paid second quarter 2014 distribution on its common units of 0.365 on August 13, 2014. Also, the Partnership declared a third quarter 2014 distribution on its common units of $0.37 per unit to be paid on November 13, 2014.

Under the quarterly incentive distribution provisions, generally the Partnership's General Partner is entitled to 13.0% of amounts the Partnership distributes in excess of $0.25 per unit, 23% of the amounts the Partnership distributes in excess of $0.3125 per unit and 48.0% of amounts the Partnership distributes in excess of $0.375 per unit.

(c) Allocation of Partnership Income

Net income is allocated to the General Partner in an amount equal to its incentive distributions as described in Note 7(b). The General Partner's share of net income consists of incentive distributions to the extent earned, a deduction for unit-based compensation attributable to ENLC’s restricted units and the percentage interest of the Partnership’s net income adjusted for ENLC's unit-based compensation specifically allocated to the General Partner. The net income allocated to the General Partner is as follows for the three and nine months ended September 30, 2014 (in millions):

	Three Months Ended  September 30, 2014			Nine Months Ended  September 30, 2014*
Income allocation for incentive distributions	$	6.3		$	13.6
Unit-based compensation attributable to ENLC's restricted units	(3.1		)	(6.8		)
General Partner interest in net income	0.3			0.7
General Partner share of net income	$	3.5		$	7.5

* The nine months ended September 30, 2014 amounts consist only of the period from March 7, 2014 through September 30, 2014.