Series B Preferred Units are exchangeable for ENLC common units in an amount equal to the number of applicable Series B Preferred Units multiplied by the exchange ratio of 1.15, subject to certain adjustments. The exchange is subject to ENLK’s option to pay cash instead of ENLC issuing additional ENLC common units, and can occur in whole or in part at the option of the holder of the Series B Preferred Units at any time, or in whole at our option, provided the daily volume-weighted average closing price of the ENLC common units for the 30 trading days ending two trading days prior to the exchange is greater than 150% of the $15.00 per Series B Preferred Unit issue price divided by the conversion ratio of 1.15.

A summary of the exchange activity by the holders of the Series B Preferred Units during the nine months ended September 30, 2024 is provided below (in millions, except per unit amounts):


	Series B Preferred Units Canceled	Series B Preferred Units Exchanged				ENLC Common Units Issued			Loss on Exchange of Series B Preferred Units
Transaction date	Units	Units		$		Units	$		$

April 2024	2,604,046	2,608,696	(1)	$	38.3	3,000,000	$	41.2	$	(2.9)
May 2024	3,478,262	3,478,262		$	51.6	4,000,000	$	53.9	$	(2.3)
July 2024	8,695,654	8,695,654		$	127.6	10,000,000	$	139.8	$	(12.2)

(1)Includes 4,650 accrued and unpaid Series B Preferred Units that holders were entitled to receive in a PIK Distribution in respect of the first quarter of 2024 as of the date of the exchange of such Series B Preferred Units.

As a result of these exchanges, we recorded a $12.2 million and $17.4 million loss attributable to common units for the three and nine months ended September 30, 2024, respectively.

In August 2024, we repurchased 12,698,414 Series B Preferred Units for $200.0 million plus accrued distributions. The repurchase price represented 105% of the preferred units’ par value.

Income is allocated to the Series B Preferred Units in an amount equal to the quarterly distribution with respect to the period earned. A summary of the distribution activity relating to the Series B Preferred Units during the nine months ended September 30, 2024 and 2023 is provided below:


Declaration period	PIK Distribution	Cash distribution (in millions)		Date paid/payable
2024
Fourth Quarter of 2023	136,439	$	15.3	February 9, 2024
First Quarter of 2024	130,270	$	14.7	May 14, 2024
Second Quarter of 2024 (1)	—	$	12.8	August 14, 2024
Third Quarter of 2024	—	$	8.7	November 14, 2024


2023
Fourth Quarter of 2022	—	$	17.3	February 13, 2023
First Quarter of 2023	135,421	$	15.2	May 12, 2023
Second Quarter of 2023	135,759	$	15.3	August 11, 2023
Third Quarter of 2023	136,099	$	15.3	November 10, 2023

(1)On September 8, 2023, we amended and restated the limited partnership agreement of ENLK (the “ENLK LPA”) to terminate the rights of the holders of the Series B Preferred Units to receive PIK distributions beginning with the quarter ending June 30, 2024, and in connection with such termination of PIK distributions, increase the cash distribution per Series B Preferred Unit from $0.28125 to $0.31875, in addition to the continued payment of the Series B Excess Cash Payment Amount (as defined in the ENLK LPA).

In August 2024, we repurchased 5,000 Series C Preferred Units for total consideration of $5.0 million plus accrued distributions. The repurchase price represented 100% of the preferred units’ par value.

On September 17, 2024, ENLK gave notice to redeem all of its outstanding Series C Preferred Units on October 17, 2024 (the “Redemption Date”). The redemption amount was set at $1,000 per Series C Preferred Unit, plus $8.28 per Series C Preferred Unit of unpaid distributions. We paid the redemption amount to the holders of the Series C Preferred Units on the Redemption Date, upon which time the Series C Preferred Units ceased to be outstanding. As of September 30, 2024, $364.5 million is classified as “Other current liabilities” on the consolidated balance sheets related to the redemption of the Series C Preferred Units.

Income is allocated to the Series C Preferred Units in an amount equal to the earned distribution for the respective reporting period. A summary of the distribution activity relating to the Series C Preferred Units is provided below:


Declaration period (1)	Distribution rate (2)		Cash distribution (in millions)		Date paid/payable
2024
December 15, 2023 – March 14, 2024	9.749	%	$	9.0	March 15, 2024
March 15, 2024 – June 14, 2024	9.701	%	$	9.1	June 17, 2024
June 15, 2024 – September 14, 2024	9.716	%	$	9.0	September 16, 2024


2023
December 15, 2022 – March 14, 2023	8.846	%	$	8.4	March 15, 2023
March 15, 2023 – June 14, 2023	9.051	%	$	8.7	June 15, 2023
June 15, 2023 – September 14, 2023	9.618	%	$	9.3	September 15, 2023
September 15, 2023 - December 14, 2023	9.782	%	$	9.3	December 15, 2023

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(1)Distributions on the Series C Preferred Units accrue quarterly in arrears on the 15th day of March, June, September, and December of each year, in each case, if and when declared by the General Partner out of legally available funds for such purpose.

(2)Distributions on the Series C Preferred Units accumulate for each distribution period at a percentage of the $1,000 liquidation preference per unit equal to the floating rate of the three-month LIBOR plus a spread of 4.11%. Starting on September 15, 2023, distributions on the Series C Preferred Units are based on the forward-looking term rate based on SOFR (“Term SOFR”), plus a Term SOFR spread adjustment of 0.26161%, plus a spread of 4.11%.