Enbridge Inc. announced that it has entered into a definitive agreement with WhiteWater/I Squared Capital ("WhiteWater/I Squared") and MPLX LP to form a joint-venture that will develop, construct, own, and operate natural gas pipeline and storage assets connecting Permian Basin natural gas supply to growing LNG and U.S. Gulf Coast ("USGC") demand. The joint venture will be owned by WhiteWater/I Squared (50.6%), MPLX (30.4%), and Enbridge (19.0%) and will include the following assets: 100% interest in Whistler pipeline, a approximately 450-mile, 42-inch intrastate pipeline transporting natural gas from an interconnect with the Waha Header in the Permian Basin to Agua Dulce, TX, near the starting point of the proposed Rio Bravo pipeline. 100% interest in the Rio Bravo pipeline project, approximately 137-miles of new 42-inch and 48-inch pipelines transporting natural gas from the Agua Dulce supply area to NextDecade's Rio Grande LNG project in Brownsville, Texas.

70% interest in ADCC pipeline, a approximately 40-mile, 42-inch proposed intrastate pipeline designed to transport 1.7 Bcf/d of natural gas from the terminus of the Whistler pipeline in Agua Dulce, TX to Cheniere's Corpus Christi LNG export facility (the pipeline is expected to be in-service in Third Quarter 2024 and is expandable up to 2.5 Bcf/d). 50% interest in Waha Gas Storage, a approximately 2.0 Bcf gas storage cavern facility, with additional topside facilities capable of injection and withdrawal. Approximately 98% of capacity is contracted under long-term, take-or-pay contracts with an average contract length greater than 10 years.

Approximately 90% of counterparties are investment grade and include leading operators in the Permian Basin. Upon closing of the transaction, Enbridge will contribute its wholly-owned Rio Bravo pipeline project and approximately USD 350 million in cash to the joint venture, and will fund the first approximately USD 150 million of the post-closing capex to complete the Rio Bravo pipeline project. Enbridge will receive a 19% equity interest in the joint venture and retain a 25% economic interest in the Rio Bravo pipeline project (subject to certain redemption rights of the joint venture partners).

This transaction is expected to unlock future growth opportunities for Enbridge to connect sustainable natural gas production to export markets as part of its USGC strategy. Closing is expected in the second quarter of 2024, subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions. Vinson & Elkins advised Enbridge Inc. in its entry into a definitive agreement with WhiteWater/I Squared Capital and MPLX LP to form a joint-venture that will develop, construct, own, and operate natural gas pipeline and storage assets connecting Permian Basin natural gas supply to growing LNG and U.S. Gulf Coast demand.