0001209191-14-026932.txt : 20140410 0001209191-14-026932.hdr.sgml : 20140410 20140410143006 ACCESSION NUMBER: 0001209191-14-026932 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140410 FILED AS OF DATE: 20140410 DATE AS OF CHANGE: 20140410 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Enable Midstream Partners, LP CENTRAL INDEX KEY: 0001591763 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 721252419 BUSINESS ADDRESS: STREET 1: ONE LEADERSHIP SQUARE STREET 2: 211 NORTH ROBINSON AVENUE, SUITE 950 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 405-525-7788 MAIL ADDRESS: STREET 1: ONE LEADERSHIP SQUARE STREET 2: 211 NORTH ROBINSON AVENUE, SUITE 950 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CENTERPOINT ENERGY RESOURCES CORP CENTRAL INDEX KEY: 0001042773 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36413 FILM NUMBER: 14756618 BUSINESS ADDRESS: STREET 1: 1111 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-207-3000 MAIL ADDRESS: STREET 1: 1111 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: RELIANT ENERGY RESOURCES CORP DATE OF NAME CHANGE: 19990317 FORMER NAME: FORMER CONFORMED NAME: NORAM ENERGY CORP/ DATE OF NAME CHANGE: 19970808 FORMER NAME: FORMER CONFORMED NAME: HI MERGER INC DATE OF NAME CHANGE: 19970721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CENTERPOINT ENERGY INC CENTRAL INDEX KEY: 0001130310 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36413 FILM NUMBER: 14756619 BUSINESS ADDRESS: STREET 1: 1111 LOUISIANA ST. CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132073000 MAIL ADDRESS: STREET 1: 1111 LOUISIANA ST. CITY: HOUSTON STATE: TX ZIP: 77002 FORMER NAME: FORMER CONFORMED NAME: RELIANT ENERGY REGCO INC DATE OF NAME CHANGE: 20001220 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-04-10 0 0001591763 Enable Midstream Partners, LP ENBL 0001130310 CENTERPOINT ENERGY INC 1111 LOUISIANA HOUSTON TX 77002 0 0 1 0 0001042773 CENTERPOINT ENERGY RESOURCES CORP 1111 LOUISIANA HOUSTON TX 77002 0 0 1 0 Common Units Representing Limited Partner Interests 87803909 I See Footnotes Subordinated Units Representing Limited Partner Interests 0.00 Common Units 139704916 I See Footnotes Right to Acquire Common Units Common Units 6347798 I See Footnotes This Form 3 is being filed jointly by CenterPoint Energy, Inc. ("CenterPoint Energy") and CenterPoint Energy Resources Corp. ("CERC") in connection with the effectiveness of the Registration Statement on Form S-1 (File No. 333-192542) (the "Registration Statement") filed by Enable Midstream Partners, LP (the "Issuer"). CenterPoint Energy indirectly owns all of the outstanding equity interests in CERC, which is the record holder of the common units and subordinated units. CenterPoint Energy may be deemed the beneficial owner of all common and subordinated units held by CERC. As of April 10, 2014, CenterPoint Energy, through CERC, holds 87,803,909 common units, representing a 22.5% limited partner interest in the Issuer and 139,704,916 subordinated units, representing a 35.8% interest in the Issuer, for a combined 58.3% limited partner interest in the Issuer. (Continued from footnote 2) Also, as described in the Registration Statement, through its indirect 40% economic interest in Enable GP, LLC (the "General Partner"), CenterPoint Energy will hold 40% of the incentive distribution rights in the Issuer. Incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions as set forth in the Registration Statement. In certain circumstances, if the General Partner is removed as the general partner of the Issuer, the General Partner will have the right to convert the incentive distribution rights into common units as described in the Registration Statement. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement. Under the master formation agreement pursuant to which the Issuer was formed, CenterPoint Energy has certain put rights, and the Issuer has certain call rights, exercisable with respect to a 24.95% interest in Southeast Supply Header, LLC ("SESH") (which may be exercised no earlier than May 2014) and a 0.1% interest in SESH (which may be exercised no earlier than May 2015). If CenterPoint Energy were to exercise its put rights or the Issuer were to exercise its call rights, CenterPoint Energy would contribute to the Issuer its 24.95% interest in SESH in exchange for 6,322,457 common units and its 0.1% interest in SESH in exchange for 25,341 common units. (Continued from footnote 5) Subject to certain restrictions, if the fair market value of the contributed SESH interest is more or less than the value contemplated in the master formation agreement, a cash payment may be required to be made by either the Issuer or CenterPoint Energy in order to ensure that the value of the total consideration paid by the Issuer equals the fair market value of the contributed SESH interest. CenterPoint Energy, Inc., /s/ Richard B. Dauphin, Assistant Corporate Secretary 2014-04-10 CenterPoint Energy Resources Corp., /s/ Richard B. Dauphin, Assistant Corporate Secretary 2014-04-10