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