As filed with the Securities and Exchange Commission on April 2, 2021

Registration No. 333-254477

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENERGY TRANSFER LP

(Exact name of registrant as specified in its charter)

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(214) 981-0700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas E. Long

Co-Chief Executive Officer

Energy Transfer LP

8111 Westchester Drive, Suite 600

Dallas, Texas 75225

(214) 981-0700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions to the closing of the merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. Energy Transfer LP may not issue the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy

these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 2, 2021

Dear Common Unitholders of Enable Midstream Partners, LP:

On February 16, 2021, Enable Midstream Partners, LP (“Enable”) entered into an Agreement and Plan of Merger (the “merger agreement”) with Energy Transfer LP (“Energy Transfer”), Elk Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer (“Merger Sub”), Elk GP Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer (“GP Merger Sub” and together with Merger Sub, the “Merger Subs”), Enable GP, LLC, the sole general partner of Enable (“Enable General Partner”), solely for the purposes of Section 2.1(a)(i) therein, LE GP, LLC, the sole general partner of Energy Transfer (“ET GP”), and, solely for purposes of Section 1.1(b)(i) therein, CenterPoint Energy, Inc. (“CenterPoint”). Pursuant to the merger agreement, and subject to the terms and conditions therein, (i) Merger Sub will merge with and into Enable (the “LP Merger”), with Enable surviving the LP Merger as a wholly owned subsidiary of Energy Transfer, (ii) GP Merger Sub will merge with and into Enable General Partner (the “GP Merger” and, together with the LP Merger, the “Merger”), with Enable General Partner surviving the GP Merger as a direct wholly owned subsidiary of Energy Transfer and (iii) immediately prior to the effective time of the Merger (the “effective time”), (A) CenterPoint will contribute, assign, transfer, convey and deliver to Energy Transfer, and Energy Transfer will acquire, assume, accept and receive from CenterPoint, all of CenterPoint’s right, title and interest in each 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in Enable (the “Enable Series A Preferred Units”) issued and outstanding at such time in exchange for 0.0265 of a 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Unit issued by Energy Transfer, and (B) Energy Transfer will subsequently contribute, assign, transfer, convey and deliver to a subsidiary of Energy Transfer that is treated as a corporation for U.S. federal income tax purposes all or a portion of such Enable Series A Preferred Units.

In the LP Merger, each common unit representing a limited partner interest in Enable (“Enable common units”) issued and outstanding immediately prior to the effective time will be converted into and will thereafter represent the right to receive 0.8595 of a common unit representing a limited partner interest in Energy Transfer (the “Energy Transfer common units” and such consideration, the “LP Merger Consideration”).

In the GP Merger, all of the limited liability company interests in Enable General Partner issued and outstanding as of immediately prior to the effective time will be converted into and will thereafter represent the right to receive $10,000,000 in the aggregate. In exchange for the transactions contemplated by the GP Merger, Enable’s incentive distribution rights outstanding immediately prior to the effective time will be automatically cancelled and cease to exist and the non-economic general partner interest in Enable will be unchanged and remain outstanding as a non-economic general partner interest in the surviving entity of the LP Merger.

The implied value of the merger consideration to be received in exchange for each Enable common unit will fluctuate based on the market price of Energy Transfer common units until the completion of the LP Merger because the LP Merger Consideration is payable in a fixed number of Energy Transfer common units. As a result, the value of the per unit LP Merger Consideration that Enable common unitholders will be entitled to receive upon consummation of the LP Merger could be greater than, less than or the same as the value of the LP Merger Consideration on the date of this consent statement/prospectus. Accordingly, we urge you to obtain current market quotations for the Energy Transfer common units and Enable common units. Enable common units are currently traded on the New York Stock Exchange (the “NYSE”) under the symbol “ENBL,” and Energy Transfer common units are currently traded on the NYSE under the symbol “ET.”

CenterPoint and OGE Energy Corp. (together, the “Sponsors”), who collectively own approximately 79% of the outstanding Enable common units, have each entered into support agreements (the “support agreements”) pursuant to which such Sponsors have agreed, subject to the terms and conditions of such support agreements, to execute and return written consents approving the merger agreement and each of the other matters for which Enable is soliciting consents in connection with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Sponsors will be sufficient to approve the merger agreement and the

other transactions contemplated by the merger agreement. Enable is sending this document to all of its common unitholders, including the Sponsors, to request that they approve the merger agreement and, on a non-binding, advisory basis, the compensation that will or may become payable to Enable’s named executive officers in connection with the transactions contemplated by the merger agreement (the “Transaction-Related Compensation Proposal”) by executing and returning the written consent furnished with this consent statement/prospectus. When the Sponsors execute and return their written consents approving the merger agreement and the Transaction-Related Compensation Proposal, no other consents from the other Enable common unitholders will be required to approve the merger agreement and the Transaction-Related Compensation Proposal.

The board of directors of Enable General Partner (the “Enable General Partner Board”) has set April 8, 2021 as the record date (which we refer to as the “Enable Record Date”) for determining the holders of Enable common units entitled to execute and deliver written consents with respect to the accompanying consent statement/prospectus.

We urge you to read the enclosed consent statement/prospectus, which includes important information about the merger agreement and the transactions contemplated thereby. In particular, see the section titled “Risk Factors” beginning on page 21 of the accompanying consent statement/prospectus.

In light of the fact that Enable General Partner and its affiliates have interests in the transactions that are different than the interests of the unaffiliated holders of Enable common units, the Enable General Partner Board delegated to the conflicts committee of the Enable General Partner Board (the “Enable Conflicts Committee”) consisting of directors that satisfy the requirements to serve on a conflicts committee in the Fifth Amended and Restated Agreement of Limited Partnership of Enable, dated as of November 14, 2017 (the “Enable Partnership Agreement”), the power and authority to, among other things, (i) consider, explore, review, analyze, solicit, structure and evaluate the proposed transactions, (ii) determine whether or not to approve the proposed transactions by “Special Approval” under the Enable Partnership Agreement and (iii) make a recommendation to the Enable General Partner Board to approve or disapprove of the proposed transactions. The Enable Conflicts Committee has unanimously, in good faith, among other things, (i) determined that the merger agreement and the transactions contemplated thereby, including the LP Merger, are in the best interests of Enable, its subsidiaries and the unaffiliated holders of Enable common units, (ii) approved the merger agreement and the transactions contemplated thereby, including the LP Merger, with such approval constituting “Special Approval” under the Enable Partnership Agreement and (iii) recommended to the Enable General Partner Board approval of the merger agreement and the consummation of the transactions contemplated thereby, including the LP Merger. Upon the approval and recommendation of the Enable Conflicts Committee, the Enable General Partner Board has unanimously, in good faith, (i) determined that the merger agreement and the transactions contemplated thereby, including the LP Merger, are in the best interests of Enable and its subsidiaries, and, with respect to the GP Merger, Enable General Partner, (ii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby and (iii) authorized that the approval of the merger agreement and the transactions contemplated thereby be submitted to Enable’s common unitholders to act by written consent pursuant to Section 13.11 of the Enable Partnership Agreement.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying consent statement/prospectus or determined that the accompanying document is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying consent statement/prospectus is dated             , 2021 and is first being mailed to the holders of Enable common units on or about             , 2021.

ENABLE MIDSTREAM PARTNERS, LP

499 West Sheridan Avenue, Suite 1500

Oklahoma City, Oklahoma 73102

NOTICE OF SOLICITATION OF WRITTEN CONSENT

Enable Midstream Partners, LP (“Enable”) is requesting that you execute and return your written consent to:

In the LP Merger, each common unit representing a limited partner interest in Enable (“Enable common units”) issued and outstanding immediately prior to the effective time will be converted into and will thereafter represent the right to receive 0.8595 of a common unit representing a limited partner interest in Energy Transfer (the “Energy Transfer common units” and such consideration, the “LP Merger Consideration”).

In the GP Merger, all of the limited liability company interests in Enable General Partner issued and outstanding as of immediately prior to the effective time will be converted into and will thereafter represent the right to receive $10,000,000 in the aggregate. In exchange for the transactions contemplated by the GP Merger, Enable’s incentive distribution rights outstanding immediately prior to the effective time will be automatically cancelled and cease to exist and the non-economic general partner interest in Enable will be unchanged and remain outstanding as a non-economic general partner interest in the surviving entity of the LP Merger.

This consent statement/prospectus describes the Merger, the other transactions contemplated by the merger agreement and the actions to be taken in connection therewith and provides additional information about the parties involved. Please give this information your careful attention. A copy of the merger agreement is attached as Annex A to this consent statement/prospectus.

Enable cannot complete the transactions contemplated by the merger agreement unless the holders of a majority of the outstanding Enable common units approve the merger agreement. CenterPoint and OGE Energy Corp. (“collectively, the “Sponsors”) who collectively own approximately 79% of the outstanding

Enable common units, have each entered into support agreements pursuant to which the Sponsors have agreed, subject to the terms and conditions of such support agreements, to execute and return written consents approving the merger agreement and each of the other matters for which Enable is soliciting consents in connection with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Sponsors will be sufficient to approve the merger agreement and, on a non-binding, advisory basis, the Transaction-Related Compensation Proposal. When the Sponsors execute and return their written consents approving the merger agreement and the Transaction-Related Compensation Proposal, no other consents from the other Enable common unitholders will be required to approve the merger agreement and the Transaction-Related Compensation Proposal.

The board of directors of Enable General Partner (the “Enable General Partner Board”) has set April 8, 2021 as the record date (the “Enable Record Date”) for the determination of Enable common unitholders entitled to execute and deliver written consents with respect to this accompanying consent statement/prospectus.

In light of the fact that Enable General Partner and its affiliates have interests in the transactions that are different than the interests of the unaffiliated holders of Enable common units, the Enable General Partner Board delegated to the conflicts committee of the Enable General Partner Board (the “Enable Conflicts Committee”), consisting of directors that satisfy the requirements to serve on a conflicts committee in the Fifth Amended and Restated Agreement of Limited Partnership of Enable, dated as of November 14, 2017 (the “Enable Partnership Agreement”), the power and authority to, among other things, (i) consider, explore, review, analyze, solicit, structure and evaluate the proposed transactions, (ii) determine whether or not to approve the proposed transactions by “Special Approval” under the Enable Partnership Agreement and (iii) make a recommendation to the Enable General Partner Board to approve or disapprove of the proposed transactions. The Enable Conflicts Committee has unanimously, in good faith, among other things, (i) determined that the merger agreement and the transactions contemplated thereby, including the LP Merger, are in the best interests of Enable, its subsidiaries and the unaffiliated holders of Enable common units, (ii) approved the merger agreement and the transactions contemplated thereby, including the LP Merger, with such approval constituting “Special Approval” under the Enable Partnership Agreement, and (iii) recommended to the Enable General Partner Board approval of the merger agreement and the consummation of the transactions contemplated thereby, including the LP Merger. Upon the approval and recommendation of the Enable Conflicts Committee, the Enable General Partner Board has unanimously, in good faith, (i) determined that the merger agreement and the transactions contemplated thereby, including the LP Merger, are in the best interests of Enable and its subsidiaries, and, with respect to the GP Merger, Enable General Partner, (ii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby and (iii) authorized that the approval of the merger agreement and the transactions contemplated thereby be submitted to Enable’s common unitholders to act by written consent pursuant to Section 13.11 of the Enable Partnership Agreement.

Please complete, date and sign the written consent furnished with this consent statement/prospectus and return it promptly to Enable by one of the means described in the section entitled “Enable Solicitation of Written Consents.”

On behalf of the Enable General Partner Board,

Mark C. Schroeder

Executive Vice President, General Counsel and

Chief Ethics and Compliance Officer

            , 2021

ADDITIONAL INFORMATION

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), constitutes a consent statement of Enable and is also a prospectus of Energy Transfer under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), for Energy Transfer common units that will be issued to Enable common unitholders and Energy Transfer Series G Preferred Units that will be issued to holders of Enable Series A Preferred Units pursuant to the merger agreement.

As permitted under the rules of the SEC, this document incorporates by reference important business and financial information about Energy Transfer and Enable from other documents filed with the SEC that are not included in or delivered with this document. Please read the section titled “Where You Can Find More Information.” You can obtain any of the documents incorporated by reference into this document from the SEC’s website at www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from Energy Transfer or Enable at the following addresses and telephone numbers:

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this document.

You may obtain certain of these documents at Energy Transfer’s website, www.energytransfer.com, and at Enable’s website, www.enablemidstream.com. None of the information contained on the website of Energy Transfer or Enable is incorporated by reference into this document.

If you request any documents, Energy Transfer or Enable will mail them to you by first class mail, or another equally prompt means, within one business day after receipt of your request. To ensure timely delivery of these documents, any request should be made no later than April 30, 2021.

CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Set forth below are questions that you, as a holder of Enable common units, may have regarding the Merger and brief answers to those questions. For more complete descriptions of the legal and other terms of the Merger, please read this entire document, including the merger agreement, which is attached as Annex A to this consent statement/prospectus, and the documents incorporated by reference into this document. You may obtain a list of the documents incorporated by reference into this document in the section entitled “Where You Can Find More Information.”

In the LP Merger, each common unit representing a limited partner interest in Enable (“Enable common units”) issued and outstanding immediately prior to the effective time will be converted into and will thereafter represent the right to receive 0.8595 (the “exchange ratio”) of a common unit representing a limited partner interest in Energy Transfer (the “Energy Transfer common units” and such consideration, the “LP Merger Consideration”).

In the GP Merger, all of the limited liability company interests in Enable General Partner issued and outstanding as of immediately prior to the effective time will be converted into and will thereafter represent the right to receive $10,000,000 in the aggregate (the “GP Merger Consideration”). In exchange for the transactions contemplated by the GP Merger, Enable’s incentive distribution rights outstanding immediately prior to the effective time will be automatically cancelled and cease to exist and the non-economic general partner interest in Enable will be unchanged and remain outstanding as a non-economic general partner interest in the surviving entity of the LP Merger.

CenterPoint and OGE Energy Corp. (“OGE Energy” and, together with CenterPoint, the “Sponsors”), who collectively own approximately 79% of the outstanding Enable common units, have each entered into a support agreement (together, the “support agreements”) pursuant to which each such Sponsor has agreed, subject to the terms and conditions of such support agreement, to execute and return a written consent approving the merger agreement and each of the other matters for which Enable is soliciting consents in

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connection with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Sponsors will be sufficient to approve the merger agreement and the other transactions contemplated by the merger agreement. For more information, see the section titled “The Support Agreements” beginning on page 116 of this consent statement/prospectus. Enable is sending this consent statement/prospectus to all of its common unitholders, including the Sponsors, to request that they approve the merger agreement and, on a non-binding, advisory basis, the compensation that will or may become payable to Enable’s named executive officers in connection with the transactions contemplated by the merger agreement (the “Transaction-Related Compensation Proposal”) by executing and returning the written consent furnished with this consent statement/prospectus. When the Sponsors execute and return their written consents approving the merger agreement and the Transaction-Related Compensation Proposal, no other consents from the other Enable common unitholders will be required to approve the merger agreement and the Transaction-Related Compensation Proposal. The Enable General Partner board of directors (the “Enable General Partner Board”) has set April 8, 2021 as the record date (which we refer to as the “Enable Record Date”) for determining the holders of Enable common units entitled to execute and deliver written consents with respect to this consent statement/prospectus.

This consent statement/prospectus serves as both consent statement of Enable and a prospectus of Energy Transfer in connection with the merger agreement and the Merger and other transactions contemplated thereby.

Based on the $6.96 closing price of Energy Transfer common units on Tuesday, February 16, 2021, the last full trading day before the public announcement of the Merger, the per unit value of Enable common units implied by the LP Merger Consideration is $5.98, or a total common equity valuation of Enable of $2.6 billion.

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The approval of the merger agreement by the holders of a majority of Enable’s outstanding common units is a condition to the obligations of Enable and of Energy Transfer to complete the Merger.

The Sponsors, who collectively own approximately 79% of the outstanding Enable common units, have each entered into a support agreement pursuant to which such Sponsor has agreed, subject to the terms and conditions of such support agreement, to execute and return a written consent approving the merger agreement and each of the matters for which Enable is soliciting consents of the holders of Enable common units in accordance with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Sponsors will be sufficient to approve the merger agreement and the Transaction-Related Compensation Proposal. When the Sponsors execute and return their written consents approving the merger agreement and the Transaction-Related Compensation Proposal, no other consents from the other Enable common unitholders will be required to approve the merger agreement and the Transaction-Related Compensation Proposal.

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By Mail. MacKenzie Partners, Inc., 1407 Broadway 27^th Floor, New York, NY 10018, attention Glen Linde.

By Email. consent@mackenziepartners.com

Enable will not be holding a meeting to approve the merger agreement, and therefore you will be unable to vote in person.

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However, a holder of Enable common units may recognize gain or loss in certain specific situations, including (i) a disguised sale under Section 707 of the Code if the holder contributes cash or other property to Enable after the signing date of the merger agreement and prior to the effective time, (ii) a deemed sale of Energy Transfer common units pursuant to the withholding provisions of the merger agreement, and (iii) if the holder is a non-U.S. person that beneficially owns or has beneficially owned at any time in the five-year period ending on the closing date of the Merger more than five percent of the total Enable common units.

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The amount and effect of any gain that may be recognized by a holder of Enable common units will depend on such holder’s particular situation, including the ability of such holder to utilize any suspended passive losses.

For additional information, please read “Material U.S. Federal Income Tax Consequences of the Merger—Tax Consequences of the LP Merger to Holders of Enable Common Units” and “Risk Factors—Risk Factors Related to the Merger.”

If the Merger closes in 2021, Enable expects to furnish a Schedule K-1 to each Enable common unitholder within 90 days of the end of the calendar year. Energy Transfer expects to furnish a Schedule K-1 to each Energy Transfer common unitholder within 90 days of the closing of Energy Transfer’s taxable year on December 31, 2021, whether or not the Merger closes in 2021.

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Additionally, each award of performance units that corresponds to Enable common units, including Seconded Employee Performance Awards, that is outstanding and unvested as of the effective time will be measured as to performance as of the effective time (or a date reasonably proximate thereto) as determined in good faith by the Enable General Partner Board, and each such Enable performance award will, with respect to the number of Enable common units that are considered earned based on the higher of actual performance or target (the “Enable earned performance units”), be assumed by Energy Transfer and converted into an Enable assumed restricted unit award, which will have the same distribution equivalent rights and be eligible to vest solely based on continued service at the end of the performance period that was originally applicable thereto; provided, however, that the Enable earned performance units will vest upon a “qualifying termination” and, to the extent applicable, will incorporate the provisions related to termination due to “retirement,” as provided in the Enable phantom units, equal to the number of Enable earned performance units multiplied by the exchange ratio, rounded up or down to the nearest whole Energy Transfer common unit. Any performance units that are not Enable earned performance units will automatically be cancelled for no consideration. Notwithstanding the foregoing, with respect to Enable performance awards granted in 2021, the number of Enable earned performance units will be equal to the target number of units granted, regardless of performance.

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MacKenzie Partners, Inc.

1407 Broadway 27^th Floor

New York, NY 10018

Telephone: (212) 929-5500

Toll Free: (800) 322-2885

Email: consent@mackenziepartners.com

or

Enable Midstream Partners, LP

499 West Sheridan Avenue, Suite 1500

Oklahoma City, Oklahoma 73102

Attention: Investor Relations

Telephone: (405) 558-4600

Email: ir@enablemidstream.com

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RISK FACTORS

In addition to the other information included and incorporated by reference into this document, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks. In addition, you should read and consider the risks associated with each of the businesses of Energy Transfer and Enable. These risks can be found in Energy Transfer’s and Enable’s respective Annual Reports on Form 10-K for the year ended December 31, 2020, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this consent statement/prospectus. For further information regarding the documents incorporated into this document by reference, please see the section titled “Where You Can Find More Information.” Realization of any of the risks described below, any of the events described under “Cautionary Statement Regarding Forward-Looking Statements” or any of the risks or events described in the documents incorporated by reference could have a material adverse effect on Energy Transfer’s, Enable’s or the combined company’s business, financial condition, cash flows and results of operations and could result in a decline in the trading prices of their respective common units.

Risks Factors Related to the Merger

Because the market price of Energy Transfer common units will fluctuate prior to the consummation of the merger, Enable common unitholders cannot be sure of the market value of Energy Transfer common units that they will receive in the Merger.

At the time the Merger is completed, Enable common unitholders will receive, for each Enable common unit they own as of immediately prior to the Merger, 0.8595 of an Energy Transfer common unit. At the time that Enable common unitholders return their written consents regarding the approval of the merger agreement, Enable common unitholders will not know the actual market value of the Energy Transfer common units that they will receive when the Merger is finally completed. The actual market value of the Energy Transfer common units, when received by Enable common unitholders, will depend on the market value of those units on that date. This market value may be less than the value of the Energy Transfer common units on the date of the merger agreement and on the date that Enable common unitholders return their written consents regarding the approval of the merger agreement. These fluctuations in the market value of Energy Transfer common units may be caused by a variety of factors, including general market and economic conditions, changes in Energy Transfer’s businesses, operations and prospects and regulatory considerations. Such factors are difficult to predict and in many cases may be beyond Enable’s and Energy Transfer’s control.

The fairness opinions rendered to the Enable Conflicts Committee by Intrepid and to the Enable General Partner Board by Goldman Sachs were based on market and other conditions then in effect, and certain financial forecasts and other information made available to Intrepid and Goldman Sachs, as of the date of the opinions. As a result, the opinions do not reflect changes in events or circumstances after the date of such opinions. The Enable Conflicts Committee and the Enable General Partner Board have not obtained, and do not expect to obtain, updated fairness opinions from Intrepid and Goldman Sachs reflecting changes in circumstances that may have occurred since the signing of the merger agreement.

The fairness opinions rendered to the Enable Conflicts Committee by Intrepid and to the Enable General Partner Board by Goldman Sachs were provided in connection with, and at the time of, the evaluation of the Merger and the merger agreement by the Enable Conflicts Committee and the Enable General Partner Board. The opinions were based on market and other conditions then in effect, and certain financial forecasts and other information made available to Intrepid and Goldman Sachs, as of the date of the opinions, which may have changed, or may change, after the date of the opinions. The Enable Conflicts Committee and the Enable General Partner Board have not obtained updated opinions as of the date of this consent statement/prospectus from Intrepid and Goldman Sachs and do not expect to obtain updated opinions prior to completion of the Merger. Changes in the operations and prospects of Energy Transfer or Enable, general market and economic conditions

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and other factors that may be beyond the control of Energy Transfer and Enable, and on which the fairness opinions were based, may have altered the value of Energy Transfer or Enable or the prices of Energy Transfer common units or Enable common units since the date of such opinions, or may alter such values and prices by the time the Merger is completed. The opinions do not speak as of any date other than the date of the opinions. For descriptions of the opinions that Intrepid and Goldman Sachs rendered to the Enable Conflicts Committee and to the Enable General Partner Board, see “The Merger—Opinion of the Enable Conflicts Committee’s Financial Advisor” and “The Merger—Opinion of the Enable General Partner Board’s Financial Advisor.”

The Merger is subject to various closing conditions, and any delay in completing the Merger may reduce or eliminate the benefits expected and delay the payment of the LP Merger Consideration to Enable’s common unitholders.

The merger is subject to the satisfaction of a number of other conditions beyond the parties’ control that may prevent, delay or otherwise materially adversely affect the completion of the Merger. These conditions include, among other things, Enable common unitholder approval regarding the approval of the merger agreement and the expiration or termination of any applicable waiting period under the HSR Act. Energy Transfer and Enable cannot predict with certainty whether and when any of these conditions will be satisfied. Any delay in completing the Merger could cause the combined company not to realize, or delay the realization, of some or all of the benefits that the companies expect to achieve from the Merger. In such context, the date on which Enable’s common unitholders will receive the LP Merger Consideration is also uncertain.

Certain executive officers and directors of Enable have interests in the Merger that are different from, or in addition to, the interests of Enable common unitholders generally, which could have influenced their decision to support the Merger or approve the merger agreement.

Certain executive officers and directors of Enable are parties to agreements or participants in other arrangements that give them interests in the Merger that may be different from, or be in addition to, your interests as a common unitholder of Enable. You should consider these interests in voting on the Merger. We have described these different interests under “The Merger—Interests of Enable’s Directors and Executive Officers in the Merger.”

The merger agreement and support agreements limit Enable’s ability to pursue alternatives to the Merger.

The merger agreement contains provisions that make it more difficult for Enable to sell its business to a party other than Energy Transfer. These provisions include the general prohibition on Enable soliciting any Acquisition Proposal or offer for a competing transaction from a third party, and the requirement that Enable pay Energy Transfer a breakup fee of $97.5 million if the merger agreement is terminated in specified circumstances, including in the event Enable willfully breaches its non-solicitation obligations. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Breakup Fee.” In addition, the Sponsors have entered into the support agreements which obligate them to deliver their written consent to each of the matters for which Enable is soliciting consents of the holders of Enable common units 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Sponsors will be sufficient to approve the merger agreement, and the merger agreement does not permit Enable to terminate the merger agreement to pursue a superior acquisition proposal. See “Support Agreements.” The foregoing may discourage a third party that might have an interest in acquiring all or a significant part of Enable from considering or proposing an acquisition, even if that party were prepared to pay consideration with a higher per unit value than the current proposed merger consideration.

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Maintaining credit ratings is under the control of ratings agencies, which are independent third parties. There can be no assurances that the combined company will qualify for an investment-grade credit rating, and the failure to qualify for an investment-grade credit rating could negatively impact the combined company’s access to capital and costs of doing business.

In connection with the completion of the Merger, ratings agencies may reevaluate Energy Transfer’s and Enable’s credit ratings. Energy Transfer and Enable expect that the debt of the combined company will qualify for an investment-grade credit rating consistent with Energy Transfer’s current rating; however, credit rating agencies perform independent analysis when assigning credit ratings and there can be no assurances that such ratings will be achieved in connection with the Merger or maintained in the future. The analysis includes a number of criteria including, but not limited to, business composition, market and operational risks, as well as various financial tests. The combined company’s ratings upon completion of the Merger will reflect each rating organization’s opinion of the combined company’s financial strength, operating performance and ability to meet the obligations associated with its securities. Failure to qualify for an investment-grade credit rating or a downgrade may increase Energy Transfer’s and Enable’s cost of borrowing, may negatively impact Energy Transfer’s and Enable’s ability to raise additional debt capital, may negatively impact Energy Transfer’s and Enable’s ability to successfully compete, and may negatively impact the willingness of counterparties to deal with Energy Transfer and Enable, each of which could have a material adverse effect on the business, financial condition, results of operations and cash flows of Energy Transfer and Enable, as well as the market price of their respective securities.

The trading price of Energy Transfer’s and Enable’s securities could decline as a result of research and reports by third-party securities analysts.

The trading market for Energy Transfer’s and Enable’s securities depends, in part, on the research and reports that third-party securities analysts publish about Energy Transfer and Enable and the industry in which they participate. In connection with the completion of the Merger, one or more of these analysts could downgrade Energy Transfer or Enable securities or issue other negative commentary about Energy Transfer or Enable or the industry in which they participate, which could cause the trading price of such securities to decline.

The financial projections included herein are based on various assumptions that may not prove to be correct.

The financial projections set forth in the forecast included under “The Merger—Enable and Energy Transfer Unaudited Prospective Financial Information” are based on assumptions of, and information available to, the parties at the time they were prepared and provided to the Enable General Partner Board, the Enable Conflicts Committee and their financial advisors. The parties cannot know whether such assumptions will prove correct. Any or all of such projections may turn out to be wrong. Such projections can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Energy Transfer’s and Enable’s control. Many factors mentioned in this consent statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining Energy Transfer’s and Enable’s future results. As a result of these contingencies, actual future results may vary materially from Enable’s projections. In view of these uncertainties, the inclusion of financial projections in this consent statement/prospectus is not and should not be viewed as a representation that the forecast results will be achieved.

The financial projections included herein were not prepared with a view toward public disclosure, and such financial projections were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Energy Transfer and Enable undertake no obligation, other than as required by applicable law, to update the financial projections herein to reflect events or circumstances after the date those financial projections were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

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The financial projections included in this consent statement/prospectus have been prepared by, and are the responsibility of, the parties alone. Moreover, neither Enable’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), nor any other independent registered public accounting firm, including Energy Transfer’s independent accountants, Grant Thornton LLP (“Grant Thornton”), have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and, accordingly, neither Deloitte nor Grant Thornton assumes any responsibility for, and disclaims any association with, the prospective financial information. The reports of Deloitte and Grant Thornton incorporated by reference herein relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this consent statement/ prospectus and should not be read to do so. See “The Merger—Enable and Energy Transfer Unaudited Prospective Financial Information.”

A different set of factors and conditions affect Energy Transfer common units and could have a negative impact on the unit price.

Upon completion of the Merger, Enable common unitholders who receive Energy Transfer common units will become unitholders of Energy Transfer. The businesses of Energy Transfer and the other companies it has acquired and may acquire in the future are different in many respects from those of Enable. There is a risk that various factors, conditions and developments that would not affect the price of Enable’s common units could negatively affect the price of Energy Transfer common units. Please see the section titled “Cautionary Statement Regarding Forward-Looking Statements” for a summary of some of the key factors that might affect Energy Transfer and the prices at which Energy Transfer common units may trade from time to time. Enable common unitholders are also urged to carefully read the risk factors included in Energy Transfer’s Annual Report on Form 10-K for the year ended December 31, 2020, as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this consent statement/prospectus.

Enable common unitholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

When the Merger occurs, each Enable common unitholder will become a unitholder of Energy Transfer with a percentage ownership of the combined company that is much smaller than such unitholder’s percentage ownership of Enable. Based on the number of Energy Transfer common units and Enable common units outstanding as of March 10, 2021, Enable common unitholders will own approximately 12.2% of the outstanding Energy Transfer common units after the Merger. Energy Transfer unitholders are not entitled to elect the directors of Energy Transfer’s general partner. In addition, Energy Transfer unitholders have only limited voting rights on matters affecting Energy Transfer’s business and, therefore, limited ability to influence management’s decisions regarding its business. Because of this, Enable common unitholders will have less influence on the management and policies of Energy Transfer than they have now on the management and policies of Enable.

Energy Transfer common units to be received by Enable common unitholders as a result of the Merger will have different rights from Enable common units.

Following completion of the Merger, Enable common unitholders will no longer hold Enable common units but will instead become unitholders of Energy Transfer. There are important differences between the rights of Enable common unitholders and the rights of Energy Transfer unitholders. See “Comparison of Rights of Energy Transfer Common Unitholders and Enable Common Unitholders” for a discussion of the different rights associated with Enable common units and Energy Transfer common units.

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If the merger agreement is terminated, under certain circumstances, Enable may be obligated to pay a breakup fee to Energy Transfer. This fee could require Enable to seek loans or use Enable’s available cash that would have otherwise been available for operations, distributions or other general partnership purposes.

In certain circumstances, Enable would be obligated to pay a breakup fee to Energy Transfer of $97.5 million. If the merger agreement is terminated, the breakup fee required to be paid, if any, by Enable under the merger agreement may require Enable to seek loans or borrow amounts to enable it to pay these amounts to Energy Transfer. In either case, payment of these amounts would reduce the cash Enable has available for operations, distributions or other general partnership purposes. See “The Merger Agreement—Breakup Fee.”

The failure to successfully combine the businesses of Energy Transfer and Enable in the expected time frame may adversely affect Energy Transfer’s future results, which may adversely affect the value of the Energy Transfer common units that Enable common unitholders would receive in the Merger.

If Energy Transfer’s and Enable’s businesses are not successfully integrated, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Merger.

Energy Transfer and Enable, including their respective subsidiaries, have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the integration process could result in the loss of key employees, as well as the disruption of each company’s ongoing businesses or inconsistencies in their standards, controls, procedures and policies. Any or all of those occurrences could adversely affect the combined company’s ability to maintain relationships with customers and employees after the Merger or to achieve the anticipated benefits of the Merger. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Energy Transfer and Enable.

If the LP Merger is approved by the Enable common unitholders, the date that the Enable common unitholders will receive the LP Merger Consideration is uncertain.

As described in this consent statement/prospectus, completing the Merger is subject to several conditions, not all of which are controllable or waivable by Energy Transfer or Enable. Accordingly, if the LP Merger is approved by Enable common unitholders, the date that Enable common unitholders will receive the LP Merger Consideration depends on the completion date of the LP Merger, which is uncertain.

If a governmental authority asserts objections to the Merger, Energy Transfer and Enable may be unable to complete the Merger or, in order to do so, Energy Transfer and Enable may be required to comply with material restrictions or satisfy material conditions.

The closing of the Merger is subject to the condition that there is no law, injunction, judgment or ruling by a governmental authority in effect enjoining, restraining, preventing or prohibiting the Merger contemplated by the merger agreement. If a U.S. governmental authority asserts objections to the Merger, Energy Transfer or Enable may be required to divest assets or accept behavioral or other remedies in order to complete the Merger. There can be no assurance as to the cost, scope or impact of the actions that may be required to address any governmental authority objections to the Merger. If Energy Transfer or Enable takes such actions, it could be detrimental to it or to the combined organization following the consummation of the Merger. Furthermore, these actions could have the effect of delaying or preventing completion of the proposed Merger or imposing additional costs on or limiting the revenue or cash available for distribution of the combined organization following the consummation of the Merger. See “The Merger—Regulatory Approvals.”

Additionally, state attorneys general or other state or local regulators could seek to block, rescind or challenge the Merger as they deem necessary or desirable in the public interest at any time, including after

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completion of the Merger. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjoin or rescind the Merger, before or after it is completed. Energy Transfer and Enable may not prevail and may incur significant costs in defending or settling any action under the antitrust laws, including being required to divest assets or accept behavioral or other remedies in order to complete the Merger.

The pendency of the Merger could materially adversely affect the future business and operations of Enable or result in a loss of Enable employees.

In connection with the pending Merger, it is possible that some customers, suppliers and other persons with whom Enable has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with Enable as a result of the Merger, which could negatively impact revenues, earnings and cash flows of Enable, as well as the market price of Enable common units, regardless of whether the Merger is completed. Similarly, current and prospective employees of Enable may experience uncertainty about their future roles with Energy Transfer and Enable following completion of the Merger, which may materially adversely affect the ability of Enable to attract and retain key employees.

Energy Transfer and Enable will incur substantial transaction-related costs in connection with the Merger, including fees paid to legal, financial and accounting advisors, filing fees and printing costs.

Energy Transfer and Enable expect to incur a number of non-recurring costs associated with negotiating and completing the Merger, combining the operations of the two partnerships and achieving the desired synergies. These fees and costs have been, and will continue to be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Thus, any net benefit of the Merger may not be achieved in the near term, the long term or at all.

Energy Transfer and Enable may be subject to class action lawsuits relating to the Merger, which could materially adversely affect their business, financial condition and operating results.

Energy Transfer, Enable and their directors and officers may be subject to class action lawsuits relating to the Merger and other additional lawsuits that may be filed. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Enable’s and Energy Transfer’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may adversely affect Enable’s and Energy Transfer’s business, financial position and results of operation. Currently, Enable and Energy Transfer are unaware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the Merger.

One of the conditions to consummating the Merger is that no injunction, order or decree prohibiting or otherwise preventing or making unlawful the consummation of the Merger will have been issued by any court or governmental entity of competent jurisdiction in the United States. Consequently, if any lawsuit is filed challenging the Merger and is successful in obtaining an injunction preventing the parties to the merger agreement from consummating the Merger, such injunction may prevent the Merger from being completed in the expected timeframe, or at all.

Failure to complete the Merger could negatively affect the per unit price of Enable common units and Enable’s future businesses and financial results.

If the Merger is not completed, the ongoing business of Enable may be adversely affected and Enable will be subject to several risks and consequences, including the following:

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In addition, if the Merger is not completed, Enable may experience negative reactions from the financial markets, including negative impacts on the market price of its common units, and from its customers, employees, vendors, business partners and other third parties. Enable also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against Enable to attempt to force it to perform its obligations under the merger agreement.

Enable common unitholders are not entitled to appraisal rights in connection with the Merger.

Appraisal rights are statutory rights that enable unitholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the partnership pay the fair value for their units as determined by a court in a judicial proceeding instead of receiving the consideration offered to unitholders in connection with the applicable transaction. Under the Delaware LP Act, Enable common unitholders will not have rights to an appraisal of the fair value of their Enable common units in connection with the Merger. See “Summary—No Appraisal or Dissenters’ Rights.”

Tax Risks Related to the Merger

No ruling has been obtained with respect to the U.S. federal income tax consequences of the LP Merger.

No ruling has been or will be requested from the IRS with respect to the U.S. federal income tax consequences of the LP Merger. Instead, Energy Transfer and Enable are relying on the opinions of their respective counsel as to the U.S. federal income tax consequences of the LP Merger, and such counsel’s conclusions may not be sustained if challenged by the IRS. Please read “Material U.S. Federal Income Tax Consequences of the LP Merger.”

The expected U.S. federal income tax consequences of the LP Merger are dependent upon Energy Transfer and Enable being treated as partnerships for U.S. federal income tax purposes.

The expected U.S. federal income tax consequences of the LP Merger are dependent upon Energy Transfer and Enable being treated as partnerships for U.S. federal income tax purposes. If either Energy Transfer or Enable were to be treated as a corporation for U.S. federal income tax purposes, the consequences of the LP Merger could be materially different. If Energy Transfer were to be treated as a corporation for U.S. federal income tax purposes, the LP Merger would likely be a fully taxable transaction to holders of Enable common units.

Holders of Enable common units could recognize taxable income or gain for U.S. federal income tax purposes as a result of the LP Merger.

For U.S. federal income tax purposes, each holder of Enable common units will be deemed to contribute its Enable common units to Energy Transfer in exchange for Energy Transfer common units and the deemed assumption by Energy Transfer of each such holder’s share of Enable’s liabilities. Holders of Enable common

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units will become limited partners of Energy Transfer upon receipt of Energy Transfer common units and will be allocated a share of Energy Transfer’s nonrecourse liabilities. Each holder of Enable common units will be treated as receiving a deemed cash distribution equal to the net reduction in the amount of nonrecourse liabilities allocated to such Enable common unitholder. If the amount of such deemed cash distribution received by a holder of Enable common units exceeds such holder’s tax basis in Energy Transfer common units immediately after the LP Merger, such holder will recognize gain in an amount equal to such excess.

A holder of Enable common units may also recognize gain or loss pursuant to the LP Merger in certain other situations. If the LP Merger were to be recharacterized by the IRS, and a court were to sustain such recharacterization, a holder of Enable common units could recognize gain or loss in a “disguised sale” under Section 707 of the Code if the holder were to have contributed cash or other property to Enable after the signing date of the merger agreement and prior to the effective time. Further, while under current law we generally do not expect holders of Enable common units to be subject to withholding as a result of the transactions contemplated by the merger agreement, a holder of Enable common units whose Energy Transfer common units are deemed to be sold to fulfill withholding obligations should recognize gain equal to the excess of the fair market value of the Energy Transfer common units which are deemed to be sold over the holder’s adjusted tax basis in such Energy Transfer common units or loss equal to the excess of the holder’s adjusted tax basis in such Energy Transfer common units over the fair market value of such common units. In addition, a non-U.S. person that beneficially owns or has beneficially owned at any time in the five-year period ending on the closing date of the Merger more than five percent of the total Enable common units will recognize gain or loss pursuant to the LP Merger. The amount and effect of any gain or loss that may be recognized by a holder of Enable common units will depend on such holder’s particular situation, including the ability of such holder to utilize any suspended passive losses.

For additional information, please read “Material U.S. Federal Income Tax Consequences of the LP Merger—Tax Consequences of the LP Merger to Holders of Enable Common Units.”

Tax Risks Related to Owning Energy Transfer Units Following the Merger

Certain tax consequences of the ownership of Energy Transfer Series G Preferred Units, including treatment of distributions as guaranteed payments for the use of capital, are uncertain.

The tax treatment of distributions on Energy Transfer Series G Preferred Units is uncertain. We will treat each of the holders of the Energy Transfer Series G Preferred Units as partners for tax purposes and will treat distributions on the Energy Transfer Series G Preferred Units as guaranteed payments for the use of capital that will generally be taxable to each of the holders of the Energy Transfer Series G Preferred Units as ordinary income. Although a holder of Energy Transfer Series G Preferred Units will recognize taxable income from the accrual of such a guaranteed payment (even in the absence of a contemporaneous cash distribution), we anticipate accruing and making the guaranteed payment distributions semi-annually. Otherwise, except in the case of our liquidation, the holders of Energy Transfer Series G Preferred Units are generally not anticipated to share in our items of income, gain, loss or deduction, nor will we allocate any share of our nonrecourse liabilities to the holders of Energy Transfer Series G Preferred Units. If the Energy Transfer Series G Preferred Units are treated as indebtedness for tax purposes, rather than as guaranteed payments for the use of capital, distributions on the Energy Transfer Series G Preferred Units likely would be treated as payments of interest by us to holders of Energy Transfer Series G Preferred Units.

A holder of Energy Transfer Series G Preferred Units will be required to recognize gain or loss on a sale of Energy Transfer Series G Preferred Units equal to the difference between the amount realized by such holder and such holder’s tax basis in the Energy Transfer Series G Preferred Units sold. The amount realized generally will equal the sum of the cash and the fair market value of other property such holder receives in exchange for such Energy Transfer Series G Preferred Units. Subject to general rules requiring a blended basis among multiple partnership interests, the tax basis of an Energy Transfer Series G Preferred Unit will generally be equal to the tax basis in the Enable Series A Preferred Units exchanged therefor. Gain or loss recognized by a holder of Energy Transfer Series G Preferred Units on the sale or exchange of an Energy Transfer Series G Preferred Unit

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held for more than one year generally will be taxable as long-term capital gain or loss. Because holders of Energy Transfer Series G Preferred Units will generally not be allocated a share of our items of depreciation, depletion or amortization, it is not anticipated that such holders would be required to recharacterize any portion of their gain as ordinary income as a result of the recapture rules.

Investment in the Energy Transfer Series G Preferred Units by tax-exempt investors, such as employee benefit plans and individual retirement accounts (“IRAs”), and non-U.S. persons raises issues unique to them. The treatment of guaranteed payments for the use of capital to tax-exempt investors is not certain and such payments may be treated as unrelated business taxable income for federal income tax purposes.

Distributions to non-U.S. holders of Energy Transfer Series G Preferred Units will be subject to withholding taxes. If the amount of withholding exceeds the amount of U.S. federal income tax actually due, non-U.S. holders of Energy Transfer Series G Preferred Units may be required to file U.S. federal income tax returns in order to seek a refund of such excess. If you are a tax-exempt entity or a non-U.S. person, you should consult your tax advisor with respect to the consequences of owning the Energy Transfer Series G Preferred Units.

Our treatment of distributions on the Energy Transfer Series G Preferred Units as guaranteed payments for the use of capital means that such distributions will not be eligible for the 20% deduction for qualified business income.

For taxable years beginning after December 31, 2017, and ending on or before December 31, 2025, a non-corporate unitholder may be entitled to a deduction equal to 20% of its “qualified business income” attributable to its interest in a partnership, subject to certain limitations. As described above, we will treat distributions on the Energy Transfer Series G Preferred Units as guaranteed payments for the use of capital, and under the applicable Treasury Regulations, a guaranteed payment for the use of capital will not be taken into account for purposes of computing qualified business income. As a result, distributions received by the holders of the Energy Transfer Series G Preferred Units will not be eligible for the 20% deduction for qualified business income. Holders of Energy Transfer Series G Preferred Units should consult their tax advisors regarding the availability of the deduction for qualified business income.

Holders of Energy Transfer common units will continue to be subject to the tax risks that holders of Energy Transfer common units are currently subject to.

Following the Merger, in addition to the risks described above, holders of Energy Transfer common units, for U.S. federal income tax purposes, will continue to be subject to the risks that holders of Energy Transfer common units are currently subject to, which are described in Energy Transfer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this consent statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference in this consent statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document includes “forward-looking statements” about Energy Transfer and Enable that are subject to risks and uncertainties. All statements other than statements of historical fact included in this document are forward-looking statements. Statements using words such as “anticipate,” “believe,” “intend,” “project,” “plan,” “expect,” “continue,” “estimate,” “goal,” “forecast,” “may,” “will,” or similar expressions help identify forward-looking statements.

Except for their respective obligations to disclose material information under U.S. federal securities laws, neither Energy Transfer nor Enable undertakes any obligation to release publicly any revisions to any forward-looking statements, to report events or circumstances after the date of this document, or to report the occurrence of unanticipated events.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

In addition, the acquisition of Enable by Energy Transfer is subject to the satisfaction of certain conditions and the absence of events that could give rise to the termination of the merger agreement, the possibility that the merger does not close, risks that the proposed acquisition disrupts current plans and operations and business relationships or poses difficulties in attracting or retaining employees, the possibility that the costs or difficulties related to the integration of the two companies will be greater than expected and the possibility that the anticipated benefits from the merger cannot or will not be fully realized.

All written and oral forward-looking statements attributable to Energy Transfer or Enable or persons acting on behalf of Energy Transfer or Enable are expressly qualified in their entirety by such factors. For additional information with respect to these factors, please see the section entitled “Where You Can Find More Information.”

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INFORMATION ABOUT THE COMPANIES

Energy Transfer LP

Energy Transfer is a Delaware limited partnership with common units traded on the NYSE under the symbol “ET.” Energy Transfer LP is a publicly traded limited partnership owning and operating a diversified portfolio of energy assets. Energy Transfer’s core operations include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, NGLs and refined product transportation and terminalling assets; NGL storage and fractionation; and various acquisition and marketing assets. Energy Transfer, through its ownership of Energy Transfer Operating, L.P., also owns Lake Charles LNG Company, as well as limited partner interests and the general partner interests of publicly traded master limited partnerships Sunoco LP and USA Compression Partners, LP. Energy Transfer’s executive offices are located at 8111 Westchester Drive, Suite 600, Dallas, Texas 75225, and its telephone number is (214) 981-0700.

Enable Midstream Partners, LP

Enable is a Delaware limited partnership with common units traded on the NYSE under the symbol “ENBL.” Enable owns, operates and develops midstream energy infrastructure assets strategically located to serve its customers. Enable’s general partner is owned by CenterPoint and OGE Energy.

Enable’s assets and operations are organized into two reportable segments: (i) gathering and processing and (ii) transportation and storage. Enable’s gathering and processing segment primarily provides natural gas gathering and processing services to its producer customers and crude oil, condensate and produced water gathering services to its producer and refiner customers. Enable’s transportation and storage segment provides interstate and intrastate natural gas pipeline transportation and storage services primarily to its producer, power plant, local distribution companies and industrial end-user customers.

Enable’s natural gas gathering and processing assets are primarily located in Oklahoma, Texas, Arkansas and Louisiana and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex Basins. Enable’s crude oil gathering assets are located in Oklahoma and North Dakota and serve crude oil production in the Anadarko and Williston Basins. Enable’s natural gas transportation and storage assets consist primarily of an interstate pipeline system extending from western Oklahoma and the Texas Panhandle to Louisiana, an interstate pipeline system extending from Louisiana to Illinois, an intrastate pipeline system in Oklahoma and its investment in SESH, a pipeline extending from Louisiana to Alabama.

Enable’s executive offices are located at 499 West Sheridan Avenue, Suite 1500, Oklahoma City, Oklahoma 73102, and its telephone number is (405) 525-7788.

Elk Merger Sub LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Energy Transfer. Merger Sub was formed on February 11, 2021 solely for the purpose of consummating the Merger and has no operating assets. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

Merger Sub’s principal executive offices are located at 8111 Westchester Drive, Suite 600, Dallas, Texas 75225, and its telephone number is (214) 981-0700.

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Elk GP Merger Sub LLC

GP Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Energy Transfer. GP Merger Sub was formed on February 11, 2021 solely for the purpose of consummating the Merger and has no operating assets. GP Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement.

GP Merger Sub’s principal executive offices are located at 8111 Westchester Drive, Suite 600, Dallas, Texas 75225, and its telephone number is (214) 981-0700.

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ENABLE SOLICITATION OF WRITTEN CONSENTS

Consents

The Enable board of directors is providing these consent solicitation materials to all holders of Enable common units as of the Enable Record Date. Enable common unitholders are being asked to (i) approve the merger agreement and (ii) approve, on a nonbinding, advisory basis, the Transaction-Related Compensation Proposal, by executing and delivering the written consent furnished with this consent statement/prospectus.

Units Entitled to Consent and Consent Required

Only holders of record of Enable common units at the close of business on April 8, 2021 (the “Enable Record Date”) will be notified of and be entitled to execute and deliver a written consent. Each holder of Enable common units is entitled to one vote for each Enable common unit held as of the Enable Record Date.

To approve the merger agreement, the holders of a majority of the outstanding Enable common units must consent to the approval of the merger agreement. To approve the Transaction-Related Compensation Proposal on a non-binding, advisory basis, the holders of a majority of the outstanding Enable common units must consent to the approval of the Transaction-Related Compensation Proposal.

As of the Enable Record Date, there were                 Enable common units outstanding and entitled to consent with respect to the approval of the merger agreement and, on a non-binding, advisory basis, of the Transaction-Related Compensation Proposal, and directors and officers of Enable General Partner and their affiliates (other than the Sponsors) owned and were entitled to consent with respect to                  Enable common units, representing less than     % of the Enable common units outstanding on that date. Enable currently expects that its directors and officers will deliver written consents in favor of the approval of the merger agreement and the Transaction-Related Compensation Proposal with respect to the Enable common units owned by them, although none of them has entered into any agreements obligating him or her to do so.

The Sponsors, who collectively own approximately 79% of the outstanding Enable common units, have each entered into the support agreements pursuant to which such Sponsors have agreed, subject to the terms and conditions of such support agreements, to execute and return written consents approving the merger agreement and each of the other matters for which Enable is soliciting consents in connection with the merger agreement within 24 hours after the registration statement, of which this consent statement/prospectus forms a part, becomes effective under the Securities Act. The delivery of the written consents by the Sponsors will be sufficient to approve the merger agreement and the other transactions contemplated by the merger agreement. For additional information, see “Support Agreements.”

Submission of Consents

You may consent to the approval of the merger agreement and, on a non-binding, advisory basis, the Transaction-Related Compensation Proposal, with respect to your Enable common units by completing and signing the written consent furnished with this consent statement/prospectus and returning it to Enable by the consent deadline.

If you hold Enable common units as of the Enable Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it as instructed. If you hold your Enable common units directly with American Stock Transfer & Trust Company (“AST”), you must complete and deliver your written consent to MacKenzie Partners, Inc., 1407 Broadway 27^th Floor, New York, NY 10018, attention Glen Linde.

The delivery of the written consents from the Sponsors pursuant to the support agreements will constitute receipt by Enable of the requisite approval of the merger agreement and, on a non-binding, advisory basis, the

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Transaction-Related Compensation Proposal, and a failure of any other Enable common unitholder to deliver a written consent is not expected to have any effect on the approval of the merger agreement or the Transaction-Related Compensation Proposal.

Executing Consents; Revocation of Consents

You may execute a written consent to approve the merger agreement and/or the Transaction-Related Compensation Proposal on a non-binding, advisory basis (which is equivalent to a vote FOR the approval of the merger agreement and/or the approval of the Transaction-Related Compensation Proposal) or disapprove, or abstain from consenting with respect to, the approval of the merger agreement and/or, on a non-binding, advisory basis, the Transaction-Related Compensation Proposal (which is equivalent to a vote AGAINST the approval of the merger agreement and/or the Transaction-Related Compensation Proposal). If you do not return your written consent, it will have the same effect as a vote AGAINST both the approval of the merger agreement and the Transaction-Related Compensation Proposal. If you are an Enable common unitholder as of the close of business on the Enable Record Date and you return a signed written consent without indicating your decision on the approval of the merger agreement or the Transaction-Related Compensation Proposal, you will have given your consent to approve the merger agreement and the Transaction-Related Compensation Proposal.

Your consent to the approval of the merger agreement or the Transaction-Related Compensation Proposal may be changed or revoked at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents from the Sponsors pursuant to the support agreements will constitute receipt by Enable of the requisite approval of the merger agreement and the Transaction-Related Compensation Proposal. If you wish to change or revoke a previously given consent before the consent deadline, you may do so by delivering a new written notice of consent with a later date, or by delivering a revocation notice of consent to MacKenzie Partners, Inc., 1407 Broadway 27^th Floor, New York, NY 10018, attention Glen Linde.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing this consent statement/prospectus is being borne 50% by Enable and 50% by Energy Transfer. Enable has retained MacKenzie Partners, Inc. to aid in solicitation of consents for the Enable consent solicitation and to verify certain records related to the solicitation. Enable will pay MacKenzie Partners, Inc. a fee of approximately $17,500 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses. Officers and employees of Enable General Partner may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Determination of the Enable General Partner Board and the Enable Conflicts Committee

The Enable Conflicts Committee has unanimously, in good faith, among other things, (i) determined that the merger agreement and the transactions contemplated thereby, including the LP Merger, are in the best interests of Enable, its subsidiaries and the unaffiliated holders of Enable common units, (ii) approved the merger agreement and the transactions contemplated thereby, including the LP Merger, with such approval constituting “Special Approval” under the Enable Partnership Agreement, and (iii) recommended to the Enable General Partner Board approval of the merger agreement and the consummation of the transactions contemplated thereby, including the LP Merger. Upon the approval and recommendation of the Enable Conflicts Committee, the Enable General Partner Board has unanimously, in good faith, (i) determined that the merger agreement and the transactions contemplated thereby, including the LP Merger, are in the best interests of Enable and its subsidiaries, and, with respect to the GP Merger, Enable General Partner, (ii) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby and (iii) authorized that the approval of the merger agreement be submitted to Enable’s common unitholders to act by written consent pursuant to Section 13.11 of the Enable Partnership Agreement.

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THE MERGER

Effects of the Merger

Upon satisfaction or waiver of the conditions to closing in the merger agreement, on the closing date, (i) Merger Sub, a wholly owned subsidiary of Energy Transfer formed for the purpose of effecting the LP Merger, will merge with and into Enable, and Enable will be the surviving entity in the LP Merger and become a direct wholly owned subsidiary of Energy Transfer and (ii) GP Merger Sub, a wholly owned subsidiary of Energy Transfer formed for the purpose of effecting the GP Merger, will merge with and into Enable General Partner, and Enable General Partner will be the surviving entity in the GP Merger. At the effective time, each Enable common unit issued and outstanding immediately prior to the effective time (other than units held directly by Energy Transfer, Merger Sub or GP Merger Sub) will be cancelled and converted into the right to receive the LP Merger Consideration. Additionally, all limited liability company interests of Enable General Partner issued and outstanding immediately prior to the effective time will be converted into the right to receive the GP Merger Consideration. Lastly, following the Pre-Closing Transactions and immediately prior to the effective time, CenterPoint and Energy Transfer will complete the Preferred Contributions. Enable will take all actions as may be necessary so that at the effective time, each outstanding award of phantom units and performance units of Enable will be treated as described in “The Merger Agreement—Enable Employee Equity-Based Awards.”

Background of the Merger

The terms of the Merger are the result of arm’s length negotiations between Energy Transfer and Enable. The following is a summary of the events leading up to the signing of the merger agreement and the key meetings, negotiations, discussions and actions by and between Energy Transfer and Enable and their respective advisors that preceded the public announcement of the acquisition.

The Enable General Partner Board has routinely engaged in strategy discussions which included the consideration of acquisition opportunities, including potential strategic transactions with third parties. As investors have become increasingly focused on the ability of energy companies to operate within their cash flows and to return capital to unitholders, the Enable General Partner Board also considered that, under current market conditions, Enable, like many of its peers, may have limited access to equity capital and intermittent access to debt capital markets, which could result in an increasing weighted average cost of capital. The Enable General Partner Board also considered that increasing scale through a business combination with a third party could mitigate the impacts of these conditions.

CenterPoint owns 53.7% of the issued and outstanding Enable common units and 100% of the Enable Series A Preferred Units, and OGE Energy owns 25.5% of the issued and outstanding Enable common units. In addition, affiliates of CenterPoint and OGE Energy, which we refer to as the “Sponsors,” own Enable General Partner. CenterPoint owns a 50% management interest and a 40% economic interest in Enable General Partner, and OGE Energy owns a 50% management interest and a 60% economic interest in Enable General Partner. Enable General Partner owns the non-economic general partner interest in Enable and all of Enable’s incentive distribution rights. The Enable General Partner Board is chosen by the Sponsors. Under the Enable Partnership Agreement, any sale of Enable requires the unanimous consent of the Sponsors. The Sponsors’ interests in Enable are burdened with a significant built-in gain (even exceeding the fair market value of their interests) as a result of, among other things, their long-term ownership of their interests in Enable and their respective assets that were contributed to Enable at the time of its formation, and the Sponsors expressed to Enable management and the Enable General Partner Board a preference for tax-deferred transactions.

In July 2020, Party A’s financial advisor reached out to a representative of CenterPoint’s strategic planning team. During this conversation, Party A’s financial advisor and representatives of CenterPoint coordinated a call between CenterPoint’s Chief Executive Officer and Party A’s Chief Executive Officer that took place in early August. During the call in early August, Party A’s Chief Executive Officer expressed an interest in a potential

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transaction involving Enable, and CenterPoint’s Chief Executive Officer indicated that Party A should contact Enable and referred him to Mr. R.A. Walker, one of CenterPoint’s newly designated members of the Enable General Partner Board. Previously, on August 4, 2020, CenterPoint had announced that it was designating two new individuals to serve as the CenterPoint designees on the Enable General Partner Board with substantial experience in Enable’s industry who were not officers or directors of CenterPoint.

On August 20, 2020, Enable entered into a mutual confidentiality agreement with Party A, a publicly traded midstream company, which did not include a standstill agreement. The purpose of the confidentiality agreement was to facilitate discussions between Enable and Party A regarding a potential strategic transaction. Following entry into the confidentiality agreement, on August 21, 2020, executives of Party A met with Rodney J. Sailor, Enable’s President and Chief Executive Officer, and John P. Laws, Enable’s Executive Vice President, Chief Financial Officer and Treasurer, together with certain other representatives of both companies who joined telephonically, to explore a potential strategic transaction in which certain of Party A’s gathering and processing assets would be contributed to Enable in exchange for Enable’s transportation and storage assets and other cash consideration. Under the potential strategic transaction, Enable would continue as a simplified publicly traded master limited partnership with Party A owning and controlling its general partner, and the Sponsors would receive partnership interests in a Party A subsidiary that would be exchangeable into common stock in Party A (an “Up-C Structure” and such discussions, the “Party A Proposal”).

On August 25, 2020, Enable delivered materials to CenterPoint and OGE Energy summarizing the Party A Proposal. On August 31, 2020, Robert Gwin and Mr. Walker, each designated to serve on the Enable General Partner Board by CenterPoint, had a call with representatives of Party A, including Party A’s Chief Executive Officer, regarding the Party A Proposal.    

Towards the end of August 2020, Peter H. Kind, Chairman of the Enable Conflicts Committee contacted representatives of the Delaware law firm Richards Layton and Finger, PA (“Richards Layton”) to arrange a discussion regarding the responsibilities of independent directors during a potential sales process. Richards Layton previously represented the Enable Conflicts Committee in connection with a prior transaction.

On September 1, 2020, the Enable Conflicts Committee and representatives of Richards Layton met telephonically to discuss the responsibilities of independent directors during a potential sales process. Between September 1, 2020 and February 3, 2021, the Enable Conflicts Committee and/or Mr. Kind had conversations with representatives of Richards Layton regarding the role of a conflicts committee, the responsibilities of conflicts committee members, considerations in choosing a conflicts committee financial advisor and issues that arise in connection with acquisition transactions, generally. On November 17, 2020, the Enable Conflicts Committee entered into an engagement letter with Richards Layton. The Enable Conflicts Committee determined to engage Richards Layton based on Richards Layton’s prior experience with the Enable Conflicts Committee and Richards Layton’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representing conflicts committees.

On September 15 and September 16, 2020, the Enable General Partner Board held its regularly scheduled annual strategy meeting. On September 16, the Enable General Partner Board discussed the prospects for a strategic transaction with various counterparties, including Party A.    

On September 17, 2020, Mr. Sailor called the Chief Executive Officer of Party A to discuss the Party A Proposal and to notify Party A that Enable would likely engage a financial advisor to help Enable consider such matters.

On September 21, 2020, Enable contacted Goldman Sachs to discuss the engagement of Goldman Sachs to serve as its financial advisor for the purposes of evaluating a potential strategic transaction with Party A.

On September 22, 2020, Enable provided Goldman Sachs with information relating to the Party A Proposal for Goldman Sachs’ review.

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On September 29, 2020, Mr. Walker met with members of Energy Transfer’s management team. Among other things, Energy Transfer’s interest in a potential transaction with Enable was discussed. Mr. Walker informed Energy Transfer that there was no formal sales process announced or in place but that it should submit a formal written indication of interest to Mr. Sailor that could be evaluated and shared with the Enable General Partner Board.

On September 30, 2020, Party A’s financial advisor discussed the Party A Proposal with representatives of Goldman Sachs.

In discussions during early October 2020, Party A indicated that it would not entertain further Enable due diligence on Party A’s assets and forecasted performance without an understanding of the Sponsors’ interest in pursuing the Party A Proposal.

On October 1, 2020, OGE announced it had designated a new individual with substantial experience in Enable’s industry to serve as one of OGE’s designees on the Enable General Partner Board.

On October 14, 2020, Mr. Sailor sent the Party A Proposal to representatives of the Sponsors, explaining the complexities inherent in the Party A Proposal (both the asset exchange and Up-C Structure) and requesting a discussion with the Sponsors.

On October 16, 2020, the Sponsors and Mr. Sailor had a discussion in which Mr. Sailor summarized the Party A Proposal, and the Sponsors directed Enable management to continue discussions with Party A but also requested that Enable management and its advisors consider other potential strategic alternatives.

In mid-October 2020, Mr. Sailor had a conversation with the Chief Executive Officer of Party B, following a call Party B had with OGE Energy. Party B asked if there was a process related to a potential sale of Enable. Mr. Sailor indicated that although there was no formal sales process announced or in place, Mr. Sailor stressed that if Party B had an interest in Enable, they should submit a proposal that could be evaluated and shared with the Enable General Partner Board.

On October 19, 2020, Mr. Sailor informed the Chief Executive Officer of Party A that Enable was prepared to engage in further discussions with Party A, but needed additional information and detail regarding Party A’s proposed transaction structure in order to better evaluate the Party A Proposal.

On October 27, 2020, Mr. Sailor received a call from the then current Chief Financial Officer (and now current Co-Chief Executive Officer) of Energy Transfer, Mr. Thomas Long, regarding Energy Transfer’s intent to deliver a letter proposing a potential transaction. Following the call, Energy Transfer delivered a proposal letter (the “October 27 ET Proposal”) to Enable proposing to acquire 100% of Enable’s limited partner interests in an all-equity transaction, at an implied low to no premium to Enable’s trading price, as well as 100% of the limited liability company interests of Enable General Partner. Under the October 27 ET Proposal, no consideration would be provided for Enable’s incentive distribution rights, which were owned indirectly by the Sponsors (through their ownership of Enable General Partner) and none of which were owned by any of the unaffiliated Enable common unitholders.

On October 28, 2020, Mr. Sailor convened a call to discuss the October 27 ET Proposal with the following members of the Enable General Partner Board: Messrs. Sean Trauschke and Luke Corbett, each designated to serve on the Enable General Partner Board by OGE Energy, and Mr. Gwin and Mr. Walker, each designated to serve on the Enable General Partner Board by CenterPoint. Messrs. Trauschke, Corbett, Gwin and Walker requested that Mr. Sailor notify the full Enable General Partner Board of the October 27 ET Proposal. Mr. Sailor also informed Messrs. Trauschke, Corbett, Gwin and Walker of the inbound inquiry from Party B.

On October 30, 2020, Mr. Sailor sent the October 27 ET Proposal to the full Enable General Partner Board with a brief overview of the potential transaction with Energy Transfer. Mr. Sailor also informed the Enable General Partner Board of the mid-October inbound inquiry from Party B.

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In late October 2020, Mr. Sailor was contacted by the Chief Executive Officer of Party C who requested a meeting with Mr. Sailor, following a call that a representative of Party C had with a representative of OGE Energy. On November 3, 2020 Mr. Sailor had a video conference with the Chief Executive Officer of Party C, during which the parties discussed, among other things (i) CenterPoint’s prior public comments regarding the strategic review of Enable, (ii) Party C’s interest in pursuing opportunities involving Enable and (iii) that the management teams should get together to discuss a range of opportunities. Through a series of emails after the video conference, Party C suggested a meeting, and both parties committed to set a meeting time, acknowledging that the current pandemic might make that difficult, and ultimately targeting a date after Thanksgiving. Also, on or around this date, a representative of Party C reached out to a representative of Goldman Sachs to express Party C’s interest in a potential transaction with Enable.

Also on November 3, 2020, the Enable General Partner Board convened a regularly scheduled meeting at which members of Enable management and representatives of Vinson & Elkins, counsel to Enable, participated. At the end of this meeting, in executive session, representatives of Enable management summarized the status of the Party A Proposal and the October 27 ET Proposal to the Enable General Partner Board as well as the Party C inquiry. On that same day, Goldman Sachs informed Enable that they had received an inquiry from an executive at Party B regarding a sale process involving Enable.

On November 4, 2020, CenterPoint expressed on its earnings call that CenterPoint continued to evaluate Enable options and was aligned with OGE with respect to maximizing the value of Enable.

In mid-November, Mr. Sailor called the Chief Executive Officer of Party B to state that although there was no formal process announced or in place, management, on behalf of the Enable General Partner Board, had been requested to evaluate potential third party interest in Enable and encouraged Party B to put forward a formal written indication of interest if it wished to do so. At no time thereafter did Party B submit a formal written indication of interest or a formal proposal to be considered by the Enable General Partner Board.

On November 6, 2020, Mr. Sailor had a discussion with Mr. Long of Energy Transfer regarding the October 27 ET Proposal. In particular, Messrs. Long and Sailor discussed Energy Transfer’s valuation for the potential acquisition transaction and potential synergies. Mr. Sailor advised Mr. Long that the Enable General Partner Board had a number of questions regarding value and structure of the potential acquisition transaction with Energy Transfer and requested that Energy Transfer provide a revised proposal with additional details.

On November 10, 2020, Energy Transfer delivered an updated proposal to Enable (the “November 10 ET Proposal”), which reiterated Energy Transfer’s interest in acquiring 100% of Enable’s limited partner interests in an all-equity transaction and offered an at market exchange ratio of 0.845, which implied a 5% premium to the then-30 day volume weighted average Enable common unit price and Enable unitholder pro forma ownership of 12% in Energy Transfer. Energy Transfer also proposed acquiring Enable General Partner for $10 million in cash, with no additional consideration provided for Enable’s incentive distribution rights.

On November 11, 2020, the Chief Financial Officer of CenterPoint received a call from a representative of Party D, a private equity firm, who expressed interest in a potential transaction with Enable. CenterPoint’s Chief Financial Officer indicated that Party D should communicate such interest directly to Enable management. On that same day, Mr. Sailor received a call from a representative of Party D, who expressed Party D’s interest in midstream investments and that Party D was interested in exploring investment opportunities involving Enable. Mr. Sailor suggested that if Party D had an interest in an investment in Enable, it should put forward a formal written indication of interest that could be evaluated and discussed with the Enable General Partner Board.

On November 22, 2020, Mr. Sailor had a call with Mr. Long of Energy Transfer to update him on the Enable General Partner Board’s review process of the November 10 ET Proposal and to inform him that such proposal would be discussed at an upcoming meeting of the Enable General Partner Board.

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On November 23, 2020, the Enable General Partner Board convened a special meeting at which members of Enable management and representatives of Vinson & Elkins participated. Management (i) provided an update on third parties expressing an interest in a strategic transaction with Enable, including with Party A, Party B, Party C and Energy Transfer, and (ii) summarized the November 10 ET Proposal as well as the status of the ongoing dialogue with Party A, Party B and Party C. Mr. Sailor provided an analysis of salient points of potential transactions with each of such parties, including that (i) Party C had a smaller market capitalization and provided significantly less liquidity to Enable’s common unitholders than could be achieved in a potential transaction with certain other parties, including with Energy Transfer, and (ii) Party A’s proposal involved the complexities of both an Up-C structure and an asset exchange resulting in Enable continuing as a publicly traded master limited partnership with only gathering and processing assets. The Enable General Partner Board also discussed and reviewed various business, financing and distribution scenarios for Enable, including steps that Enable could take to avoid further reductions in its distributions.

On November 30, 2020, Enable entered into a mutual confidentiality agreement with Energy Transfer. This confidentiality agreement did not include a standstill agreement.

On December 2, 2020, Messrs. Sailor and Laws had a video conference meeting with the Chief Executive Officer and another executive officer of Party C to discuss general industry conditions and the relationship between Enable and Party C. Representatives of Party C indicated that Party C wanted to engage in discussions with members of Enable management about areas of potential opportunities as precursors to a potential transaction between the parties. Mr. Sailor informed Party C that if they had interest in a potential transaction that they should put forward a formal written indication of interest that could be evaluated and shared with the Enable General Partner Board. At no time thereafter did Party C submit a formal written indication of interest or a formal proposal to be considered by the Enable General Partner Board.

On December 3, 2020, Messrs. Sailor and Laws had a video conference with a representative of Party D. Such representative provided an overview of Party D’s approach to a potential transaction with Enable, including a potential transaction structure which would involve a take-private transaction to be accomplished in one or more steps involving (i) a purchase of the issued and outstanding publicly traded Enable common units and the limited liability company interests in Enable General Partner and (ii) a separate financing transaction to consummate the take-private of Enable.

On December 4, 2020, Party D delivered a letter to Mr. Sailor proposing to acquire all of the Sponsors’ equity in Enable in an all-cash transaction for such ownership interests held by the Sponsors at $6 per Enable common unit and $0.01 per unit for the limited liability company interests of Enable General Partner, which valued Enable General Partner at $10 in the aggregate (the “Party D Proposal”). The Party D Proposal indicated that ultimately Party D intended to acquire all of Enable’s issued and outstanding publicly traded common units, but the terms of the Party D Proposal assumed that, at a minimum, it would acquire the entirety of CenterPoint’s and OGE Energy’s interests in Enable. The Party D Proposal did not provide for any consideration to be provided to the Enable common unitholders who were unaffiliated with the Sponsors. Mr. Sailor delivered the Party D Proposal to the Enable General Partner Board and to the Sponsors.

Also on December 4, 2020, in a Schedule 13D amendment filed with the SEC, CenterPoint publicly disclosed it was in the process of evaluating its investment in Enable. CenterPoint’s filing stated that during this process it intended to consider various plans, proposals and other strategic alternatives with respect to its investment in Enable and Enable General Partner, which might result in the disposition of a portion or all of its interests in Enable and Enable General Partner or in a different transaction involving Enable.

In early December 2020, Mr. Sailor received a call from a representative of one of the banks that was a party to Enable’s credit facility, during which the representative indicated that Party E, a private midstream company with which the bank also worked, had discussed an interest in a potential acquisition transaction with Enable and was requesting Mr. Sailor’s contact information. The bank followed up with a proposed transaction structure, pursuant to

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which Enable would be taken private by Party E and recapitalized with increased leverage, that could be discussed between Party E and Enable. Mr. Sailor agreed to provide his contact information and requested a call on December 10, 2020 with Party E. Also in early December, representatives of Party E met with the Chief Financial Officer of CenterPoint and expressed an interest in a potential acquisition transaction with Enable. Party E was directed by CenterPoint’s Chief Financial Officer to communicate their interest directly to Enable management.

On December 9, 2020, following receipt of the Party D Proposal, Mr. Sailor advised a representative of Party D that Enable was not prepared to engage in further discussions at that time. In part, Enable’s decision was based upon the fact that (i) Party D had indicated it would require additional time to raise capital for the transaction (and could not effect the transaction without having raised sufficient capital), (ii) an all-cash transaction would have resulted in negative tax consequences for the Sponsors that would have restricted the flexibility of the timing of such a taxable event and (iii) the Party D Proposal only contemplated a purchase of the Sponsors’ ownership interests in Enable and did not provide for any consideration for the Enable common unitholders who were unaffiliated with the Sponsors.

On December 10, 2020, Messrs. Sailor and Laws met telephonically with executives from Party E concerning its potential structured acquisition of Enable. Mr. Sailor informed Party E that the illustrative structure might not meet certain of Enable’s or the Sponsors’ objectives, including tax related objectives, and suggested that the parties should explore additional options. At no time thereafter did Party E submit a formal written indication of interest or a formal proposal for consideration by the Enable General Partner Board.

On December 15, 2020, Party A sent Enable additional materials regarding the proposed Up-C Structure that would have the practical effect of allowing the Sponsors to defer recognition of taxable gain until they were prepared to sell (or otherwise exchange limited liability company units for) shares of Party A common stock. Party A’s materials noted a number of ongoing challenges, restrictions and uncertainties for Party A that might affect the overall attractiveness of the potential transaction to Party A, including a requirement that Party A not be able to dispose of Enable assets for a period of time and a risk of stock index ineligibility.

On the evening of December 15, 2020 and again over the course of the morning on December 16, 2020, members of Enable management met with members of Energy Transfer management at an offsite location to discuss a potential acquisition transaction. During those meetings, Enable management provided Energy Transfer with an overview presentation of Enable and its operations, and Energy Transfer management provided Enable with an overview presentation of Energy Transfer and its operations.

On December 18, 2020, Enable management and Goldman Sachs had a phone call with executives of Party A on which Party A described the complexities with establishing an Up-C structure, and expressed additional reservations about the associated challenges, restrictions and uncertainties that such a structure would present for Party A. Party A indicated that these factors might have a negative effect on the overall attractiveness of the potential strategic transaction to Party A, and that it would need more time to consider a potential strategic transaction with Enable and would continue to discuss internally. Enable management offered to send to Party A additional information about Enable to assist Party A in its considerations.

On December 21, 2020, Mr. Sailor delivered a strategic transaction update memorandum to the Enable General Partner Board which included an update on (i) the November 10 ET Proposal and the Party A Proposal and (ii) the Energy Transfer management presentation that was provided to Enable on December 16. In the same memorandum, Mr. Sailor described the proposed Party A Up-C Structure for the Enable General Partner Board’s review and comment, including in particular, their views on tax efficiency of the potential transaction with Party A. Also on December 21, 2020, Enable management delivered to Party A a presentation providing an overview of Enable and its operations.

No formal discussions were scheduled or took place between the executive officers of Party A and Enable on or after December 21, 2020.

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On January 4, 2021, Goldman Sachs delivered to the Enable General Partner Board an executed disclosure letter regarding certain of Goldman Sachs’ relationships with Energy Transfer and the Sponsors.

On January 6, 2021, Mr. Sailor had a call with Mr. Long of Energy Transfer to discuss the November 10 ET Proposal and the expected rating agency reaction to a potential transaction between Enable and Energy Transfer, as well as the exchange ratio and upcoming board meeting schedules.    

On January 11, 2021, Mr. Sailor had a conversation with Mr. Long to discuss aspects of the November 10 ET proposal, including the exchange ratio for the Enable common units, the treatment of the Enable Series A Preferred Units and operational synergies. Mr. Sailor and Mr. Long also discussed the need for additional information regarding the businesses of Enable and Energy Transfer, including a request for financial forecasts for Energy Transfer and to inquire if an update to the November 10 ET Proposal would be forthcoming.

On January 13, 2021, Party F, an infrastructure investment firm, reached out to representatives of Enable management regarding a potential acquisition transaction. Management notified Mr. Sailor of the inquiry.

On January 14, 2021, Energy Transfer delivered a letter (the “January 14 ET Proposal”) to Enable reiterating Energy Transfer’s interest in acquiring Enable in an at-market, all-equity transaction, and offering an exchange ratio for the Enable common units determined by the 10-day volume-weighted average trading prices, which implied an exchange ratio of 0.826 as of the date of such letter. The January 14 ET Proposal included an offer to (i) exchange the Enable Series A Preferred Units held by CenterPoint for Energy Transfer Series G Preferred Units and (ii) acquire all of the limited liability company interests of Enable General Partner for $10 million in cash, with no additional consideration provided for Enable’s incentive distribution rights which were wholly-owned indirectly by the Sponsors.

On January 15, 2021, Mr. Sailor sent the January 14 ET Proposal to the Enable General Partner Board with a brief overview of the proposed acquisition transaction between Energy Transfer and Enable. On that same day, Messrs. Sailor and Laws had a telephone conference with Mr. Long of Energy Transfer and Christopher Hefty, Energy Transfer’s Senior Vice President – Mergers & Acquisitions, to discuss the January 14 ET Proposal, the proposed exchange ratio, the level of synergies in such proposal, remaining due diligence required by both parties, forecasts and the potential transaction timeline.

Also on January 15, 2021, a representative of Party F called a representative of Goldman Sachs and noted Party F’s general interest in a transaction with Enable. Separately on that same day, Mr. Laws had a conversation with that same representative of Party F and noted that while the Enable General Partner Board did not have a formal process in place, Party F should submit a formal written indication of interest to be considered by the Enable General Partner Board if it so desired. Party F indicated to Mr. Laws that Party F did not have a formal proposal prepared but would discuss internally. Mr. Sailor was informed of the conversations with Mr. Laws and a representative of Goldman Sachs. At no time thereafter did Party F submit a formal written indication of interest or a formal proposal to either Enable or Goldman Sachs.

On January 22, 2021, the Enable General Partner Board convened a special meeting at which members of Enable management, representatives of Goldman Sachs and representatives of Vinson & Elkins participated. A representative of Vinson & Elkins provided the Enable General Partner Board with an overview of process considerations in connection with a third-party acquisition transaction, strategic alternatives, as well as a summary of applicable board duties and the framework established in the Enable Partnership Agreement regarding such matters. Representatives of Goldman Sachs discussed with the Enable General Partner Board (i) its current perspectives on the midstream market, (ii) an overview of discussions with the third parties regarding their potential interest in a strategic transaction with Enable and the strategic landscape, and (iii) a review of Energy Transfer and a preliminary financial analysis of the January 14 ET Proposal.

Between January 22, 2021 and February 1, 2021 each of the Sponsors and their advisors had multiple conversations with members of Enable management and the Enable General Partner Board and their advisors

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regarding the views of the Sponsors, Enable management and Enable General Partner regarding the proposed acquisition terms from Energy Transfer. Such discussions included (i) the consideration that would be received by Enable common unitholders in exchange for Enable common units (and the strength and quality and other considerations regarding the equity currency offered by Energy Transfer), (ii) the consideration that would be received by the Sponsors for their limited liability company interests of Enable General Partner, (iii) the treatment of the Enable Series A Preferred Units and the consideration to be received by CenterPoint for such Series A Preferred Units (including the form of such consideration), (iv) the fact that no consideration would be received for Enable’s incentive distribution rights which were wholly-owned indirectly by the Sponsors, (v) the fact that Enable management had already engaged, prior to such date, in discussions with multiple potential counterparties and (vi) whether additional third-party outreach prior to attempting to reach agreement on a transaction with Energy Transfer would be likely to result in more favorable terms for a potential transaction. The Sponsors ultimately supported Enable’s view that further third-party outreach could significantly damage the prospects of a potential transaction with Energy Transfer, taking into account various factors, including (i) that Enable management had already engaged in discussions with multiple potential counterparties, (ii) the lack of interest and follow-up from various counterparties and (iii) the public disclosures by the Sponsors in the market regarding openness to considering strategic alternatives for Enable, and the Sponsors and the Enable General Partner Board agreed to move forward with Energy Transfer in an attempt to improve and finalize the terms of a potential transaction, with a focus on improving the exchange ratio for the Enable common units. The Sponsors also would not seek to increase the amount that Energy Transfer would pay to them to acquire Enable General Partner from them or seek to receive consideration from Energy Transfer for the incentive distribution rights, which were not owned by any of the unaffiliated Enable common unitholders. The Sponsors and the Enable General Partner Board also acknowledged that further outreach would be made as required by the Enable Conflicts Committee.

Additionally, between January 22, 2021 and February 2, 2021, the Sponsors had several discussions amongst themselves regarding the potential acquisition transaction with Energy Transfer, alternatives to such a transaction, the willingness of both Sponsors to enter into such a transaction and concerns regarding the strategic and business outlook for Enable.

On January 28, 2021, representatives of Party G called Goldman Sachs and inquired regarding a potential transaction with Enable. Representatives of Goldman Sachs indicated that while there was no formal process in place, Party G should submit a formal written indication of interest if it so desired. At no time thereafter did Party G submit a formal written indication of interest or a formal proposal to either Enable or Goldman Sachs.

On February 2, 2021, Mr. Sailor had a call with the Chief Executive Officers of each Sponsor in which they indicated that Mr. Sailor should inform Energy Transfer of a desire to move forward with developing a potential transaction between Energy Transfer and Enable for review. Later that day, Messrs. Sailor and Laws had a teleconference with Messrs. Long and Hefty of Energy Transfer to advise them that the Enable General Partner Board and the Sponsors supported moving forward with negotiating an acquisition transaction between Energy Transfer and Enable. In particular, Messrs. Sailor and Laws noted that the Sponsors and the Enable General Partner Board were focused on improving the exchange ratio for the Enable common units and had expressed a strong desire that the process move forward expeditiously.

On February 3, 2021, the Enable Conflicts Committee conducted interviews of two potential financial advisors. Following the interviews, based on Intrepid’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of conflicts committees and knowledge of Enable and after consideration of Intrepid’s independence from the Sponsors, Enable and Energy Transfer, the Enable Conflicts Committee determined that Intrepid had the requisite expertise to provide high quality advice to the Enable Conflicts Committee in connection with the proposed transaction with Energy Transfer. The Enable Conflicts Committee determined to engage Intrepid, subject to negotiation of a mutually acceptable fee and engagement letter. The Enable Conflicts Committee and Intrepid executed an engagement letter agreement dated February 12, 2021, which contained the terms of Intrepid’s engagement. Following Intrepid’s selection as

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financial advisor to the Enable Conflicts Committee, the Enable Conflicts Committee instructed Intrepid and Richards Layton to begin their diligence of the proposed acquisition transaction with Energy Transfer.

On February 3, 2021, Latham, counsel to Energy Transfer, delivered initial drafts of the merger agreement and support agreements to Vinson & Elkins.

On February 4, 2021, the Enable General Partner Board convened a special meeting to authorize the Enable Conflicts Committee, comprised of directors determined to be independent under both the NYSE rules and the Enable Partnership Agreement requirements for service on the Enable Conflicts Committee, to (i) consider, explore, review, analyze, solicit, structure and evaluate the proposed acquisition transaction with Energy Transfer, (ii) investigate any potential alternatives to the proposed acquisition transaction with Energy Transfer as the Enable Conflicts Committee deems necessary or appropriate, (iii) authorize, empower or direct the officers and employees of Enable General Partner and its subsidiaries to provide the Enable Conflicts Committee with such information (including, without limitation, books, records, financial statements and projections with respect to the Partnership or any of its subsidiaries) and assistance as may be requested by the Enable Conflicts Committee, (iv) negotiate, or delegate the ability to negotiate to any persons, the terms and provisions, and determine the advisability, of the proposed acquisition transaction with Energy Transfer (including, without limitation, the terms and provisions of any arrangements related to the proposed acquisition transaction with Energy Transfer involving officers or directors of Enable General Partner), (v) determine whether or not to approve the proposed acquisition transaction with Energy Transfer by “Special Approval” (as such term is defined in the Enable Partnership Agreement), (vi) make a recommendation to the Enable General Partner Board to approve or disapprove the proposed acquisition transaction with Energy Transfer, (vii) if so approved by the Enable Conflicts Committee and the Enable General Partner Board, to take such other actions as are necessary or advisable to consummate the proposed acquisition transaction with Energy Transfer, (viii) review and advise on any public disclosure to be made by Enable with respect to the proposed acquisition transaction with Energy Transfer and any related transaction documentation, and (ix) do such other things (including the approval of any actions or agreements or other documents as the Enable Conflicts Committee deems necessary, appropriate or advisable in connection with the exercise of its authority) and make such other recommendations to the Enable General Partner Board as it may determine, in its sole discretion, to be advisable in connection with the foregoing. At such meeting, the Enable General Partner Board also resolved that it would not approve the potential transaction with Energy Transfer unless such transaction is recommended by the Enable Conflicts Committee.

On February 5, 2021, the Enable Conflicts Committee held a meeting with representatives of Richards Layton and Intrepid, during which the Enable Conflicts Committee discussed with its advisors the proposed acquisition transaction with Energy Transfer. The Enable Conflicts Committee and its advisors discussed the broad scope of the Enable General Partner Board resolutions empowering the Enable Conflicts Committee to consider the proposed acquisition transaction with Energy Transfer and any potential alternatives. The Enable Conflicts Committee received presentations relating to their duties from Richards Layton and information regarding the process for conducting financial diligence from Intrepid.

On February 5, 2021, representatives of Enable, Energy Transfer and their advisors participated on a diligence call in which management of Enable and Energy Transfer answered business and financial related due diligence questions.

On February 8, 2021, the Enable Conflicts Committee held a meeting with representatives of Intrepid, Richards Layton and representatives of Enable management, during which the Enable Conflicts Committee received a presentation from representatives of Enable management relating to the proposed terms of the proposed acquisition transaction with Energy Transfer, the benefits of, and rationale for, the proposed acquisition transaction with Energy Transfer, management’s diligence that had been completed with respect to Energy Transfer, a summary of the benefits and considerations of acquisition transactions that Enable management had previously discussed with other parties and the outlook for Enable if there was no transaction. Enable

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management also discussed with the Enable Conflicts Committee its proposed process with respect to negotiation of the exchange ratio with Energy Transfer. In addition, representatives of Intrepid presented preliminary financial information relating to Energy Transfer and representatives of Richards Layton presented the terms of the initial drafts of the merger agreement and support agreements. The Enable Conflicts Committee and its advisors discussed the negotiation process, ongoing diligence with respect to the proposed acquisition transaction and the Enable Conflicts Committee provided preliminary feedback to Richards Layton on the terms of the merger agreement, which feedback Richards Layton provided to Vinson & Elkins.

Also on February 8, 2021, representatives of Enable, Energy Transfer, the Sponsors and all advisors participated on a diligence call in which management of Enable and Energy Transfer answered legal and regulatory related due diligence questions.

On February 9, 2021, Mr. Sailor had a discussion with Mr. Long to inform him that a revised draft of the merger agreement and the other transaction documents were going to be delivered by Vinson & Elkins to Latham shortly and to preview a few of the key issues reflected in such revised draft. Counsel to the Enable Conflicts Committee had provided comments and direction regarding key issues and terms of the merger agreement, as did the Sponsors’ advisors.

On February 9, 2021, Vinson & Elkins delivered to Latham a revised draft of the merger agreement which proposed, among other things, that (i) the Sponsors’ written consents would be delivered after the Energy Transfer registration statement was declared effective by the SEC, (ii) Energy Transfer acquire the Enable Series A Preferred Units for $25.50 in cash, rather than exchanging such units for Energy Transfer Series G Preferred Units, (iii) a covenant prohibiting Enable from soliciting other transactions be removed and related termination rights of Energy Transfer as well as the proposed breakup fee be eliminated, (iv) the covenant related to obtaining regulatory approvals to be revised to require Energy Transfer to divest of any assets if necessary for purposes of obtaining antitrust regulatory approval and (v) Energy Transfer would (A) not undertake certain actions (including asset sales) for a period of 48 months if such actions resulted in either Sponsor recognizing gain greater than $10 million in the aggregate per year and (B) indemnify the Sponsors for any breach of the foregoing clause (A) (this clause (v) is referred to as the “Tax Indemnity Provisions”).

On February 10, 2021, Vinson & Elkins delivered to Latham a revised draft of the form of the support agreements, which reflected that the consents of the Sponsors would be delivered after the Energy Transfer registration statement was declared effective by the SEC. Also on February 10, 2021, Latham and Vinson & Elkins held a preliminary call on open issues in the merger agreement.    

On February 10, 2021, Enable management and Intrepid had a due diligence meeting to review Enable’s financial forecasts provided to Intrepid by Enable management, including a discussion regarding the assumptions underlying such projections.

On February 10, 2021, Mr. Sailor had a discussion with Mr. Long regarding open issues including the proposed Tax Indemnity Provisions, employment and benefits related covenants and representations and warranties, antitrust considerations, consideration for the Enable Series A Preferred Units and to discuss a general path forward around improving Energy Transfer’s proposed exchange ratio.

On February 11, 2021, Mr. Sailor had a call with a principal of Party D, in which Party D reiterated that it had an interest in Enable and indicated that it wanted to better understand what terms (economic or otherwise) the Sponsors might require in order to approve a potential transaction. Mr. Sailor pointed them to previous public statements of CenterPoint and noted that if Party D wanted to engage with Enable, it should provide an updated proposal addressing Enable’s concerns regarding the original Party D Proposal. In addition, on that same date, representatives of Party D called CenterPoint’s strategic planning and tax team to discuss potential transaction structures which would defer tax gain. At no time thereafter did Party D submit an updated formal written indication of interest or formal written proposal to be considered by the Enable General Partner Board.

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On February 11, 2021, the Enable Conflicts Committee held a meeting with representatives of Intrepid and Richards Layton, during which the Enable Conflicts Committee discussed the proposed terms of the Merger. The Enable Conflicts Committee received presentations from Intrepid relating to the proposed terms of the transaction and Intrepid’s preliminary financial analysis of the consideration to be paid to the unaffiliated Enable common unitholders in the transaction, including a sensitivity analysis evaluating the financial impact of an illustrative shutdown of the Dakota Access Pipeline resulting from the ongoing litigation related to this pipeline, and from Richards Layton relating to the terms of the merger agreement. The Enable Conflicts Committee and its advisors also discussed the consideration that the Sponsors would receive in the proposal acquisition transaction with Energy Transfer.

On February 11, 2021, the Chief Financial Officer of CenterPoint had two calls with Dylan Bramhall, Executive Vice President, Finance and Group Treasurer, of Energy Transfer, in part to better understand the offer by Energy Transfer to exchange the Enable Series A Preferred Units held by CenterPoint for Series G Preferred Units to be issued by Energy Transfer, and to discuss options to address priorities. This discussion resulted in a tentative agreement between Energy Transfer and CenterPoint whereby CenterPoint would accept Series G Preferred Units from Energy Transfer rather than cash, in exchange for the Enable Series A Preferred Units held by CenterPoint at an exchange ratio of 0.0265 Energy Transfer Series G Preferred Units for each Enable Series A Preferred Unit.

On February 12, 2021, the Enable General Partner Board convened a regularly scheduled meeting to approve quarterly distributions, at which members of Enable management, as well as representatives of Goldman Sachs and Vinson & Elkins, participated. Enable management provided the Enable General Partner Board with a summary of the Enable financial forecasts, including a discussion regarding the assumptions underlying such projections. Enable management also provided the Enable General Partner Board with a summary of the Energy Transfer standalone financial forecasts prepared by Energy Transfer management, as well as a summary of Energy Transfer’s financial forecasts as adjusted by Enable management to reflect more conservative assumptions related to future commodities prices, drilling activity, and revenue following the expiration of existing customer contracts from various operations and assets and other matters (See “—Enable and Energy Transfer Unaudited Prospective Financial Information—Unaudited Prospective Financial Information Regarding Energy Transfer”). In addition, Enable management provided to the Enable General Partner Board a pro forma financial forecast prepared by Enable management based on the proposed exchange ratio for the Merger, the Energy Transfer adjusted financial forecast and the Enable financial forecast. Representatives of Goldman Sachs discussed with the Enable General Partner Board its preliminary financial analyses regarding Enable on a stand-alone basis, as well as on a pro forma basis for the transaction with Energy Transfer.

On February 12, 2021, Latham delivered to Vinson & Elkins a revised draft of the merger agreement and the support agreements. The revised merger agreement proposed, among other things, (i) a modified version of a no solicitation covenant with payment of a 5.5% breakup fee if Enable were to commit a willful breach of the non-solicitation covenant or if Enable otherwise were to commit a breach of the merger agreement giving rise to a termination right for Energy Transfer and there was a pending alternative proposal, (ii) that the Enable Series A Preferred Units be exchanged for Energy Transfer Series G Preferred Units (instead of cash) at the exchange ratio previously discussed between Energy Transfer and CenterPoint representatives, (iii) limiting Energy Transfer’s obligation to divest assets or other remedial efforts to those that would not materially impact the benefits or advantages Energy Transfer expected to receive from the Merger and (iv) eliminating the Tax Indemnity Provisions.

On February 12, 2021, the Enable Conflicts Committee and representatives of Intrepid and Richards Layton held a meeting, during which Richards Layton provided updates on the draft merger agreement and support agreements and the Enable Conflicts Committee provided Richards Layton with feedback on the agreements, which feedback Richards Layton provided to Vinson & Elkins. Representatives of Intrepid presented materials to the Enable Conflicts Committee summarizing the benefits and considerations of a business combination between Enable and Energy Transfer relative to Enable on a status quo basis.

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On February 13, 2021, Mr. Sailor had a conversation with Mr. Long to discuss the path forward on the Tax Indemnity Provisions, consent requirements, open issues pertaining to employment and benefit covenants, the consideration to be received in exchange for CenterPoint’s Enable Series A Preferred Units and the exchange ratio to be received by Enable common unitholders as part of the LP Merger. As a result of this conversation, and in particular, as a result of back and forth discussions regarding the exchange ratio, Mr. Long reiterated Energy Transfer’s proposal that the exchange ratio to be received by Enable common unitholders as part of the LP Merger would be determined by the 10-day volume-weighted average trading prices, which resulted in an exchange ratio of 0.8595x based on the closing prices as of February 12, 2021, and Mr. Sailor stated his intention to present this proposal to the Enable General Partner as Energy Transfer’s firm position on the exchange ratio. Mr. Sailor and Mr. Long also discussed updates with respect to (i) rating agency discussions and (ii) timing of a potential announcement, appropriate time required for the boards of directors of both companies to review and consider the merger agreement, including, with respect to Enable, time required for the Enable Conflicts Committee and the Sponsors to review and determine whether or not to consider the merger agreement or take other actions.

On February 13, 2021, the Sponsors notified the Enable Conflicts Committee and its counsel that the Sponsors had reached an agreement pursuant to which CenterPoint agreed to pay to OGE Energy a total of $30 million in cash in connection with the closing of the contemplated transaction between Enable and Energy Transfer. This payment from CenterPoint to OGE Energy was subject to the conditions that it would only occur if both Sponsors were satisfied with the terms of an agreed-upon transaction and the overall transaction received the favorable recommendation of the Enable Conflicts Committee, the approval of the Enable General Partner Board, the receipt of the approval of a majority of the outstanding Enable common units and all other requisite approvals, and was in fact consummated. A written agreement to this effect was provided to the Enable Conflicts Committee and its counsel for the committee’s information and was executed by the Sponsors on February 16, 2021. This Sponsor-to-Sponsor payment would not involve, impact or result in any reduction in the consideration to be paid by Energy Transfer to the unaffiliated Enable common unitholders.

On February 13, 2021, the Enable Conflicts Committee held a meeting with representatives of Intrepid and Richards Layton. The Enable Conflicts Committee and its advisors discussed the Sponsors’ disclosure of CenterPoint’s agreement to pay OGE Energy $30 million if the proposed transaction was approved and was in fact consummated, and determined to make a request of the Sponsors for an additional $30 million payment to the unaffiliated Enable common unitholders. Representatives of Intrepid presented materials to the Enable Conflicts Committee relating to the proposed exchange of Enable’s Series A Preferred Units for Energy Transfer’s Series G Preferred Units. Following the meeting, Mr. Kind informed representatives of CenterPoint and OGE Energy of the Enable Conflicts Committee’s request for additional consideration and representatives of Richards Layton informed legal counsel to CenterPoint and OGE Energy of the request.

On February 14, 2021, Vinson & Elkins delivered to Latham a revised draft of the merger agreement and the support agreements. The revised merger agreement (i) accepted the inclusion of a no solicitation covenant but with a break-up fee of 3.5% (the “proposed breakup fee”) if Enable were to commit a willful breach of the covenant or if the merger agreement is terminated due to a failure of Enable to distribute a combined consent solicitation statement to its common unitholders and the holder of the Enable Series A Preferred Units and Enable were to enter into an alternative transaction within 12 months of such termination, (ii) replaced the proposed exchange ratio with respect to the exchange of the Enable Series A Preferred Units with a blank to be filled in later, (iii) accepted, in part, Energy Transfer’s revisions to the divestiture clause but requiring Energy Transfer to divest assets and take remedial efforts up to a proposed agreed upon limit, and (iv) re-inserting the Tax Indemnity Provisions.

On February 13 and 14, 2021, Mr. Sailor had discussions with the representatives of the Sponsors and Mr. Kind regarding Energy Transfer’s proposed exchange ratio and understanding of acceptable pricing. As part of these conversations, Mr. Sailor relayed the position of Energy Transfer, expressed by Mr. Long, regarding the exchange ratio of 0.8595x to be received by Enable common unitholders as part of the LP Merger.

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Also on February 14, 2021, Mr. Sailor had a conversation with Mr. Long on open matters including open negotiation points from the Sponsors’ perspective.

On February 14, 2021, the Enable Conflicts Committee met with representatives of Intrepid and Richards Layton. The Enable Conflicts Committee discussed open issues in the merger agreement and provided feedback to Richards Layton regarding its views, which feedback Richards Layton provided to Vinson & Elkins. Following the meeting, Richards Layton discussed with representatives of CenterPoint and OGE Energy the request of the Enable Conflicts Committee for a payment of $30 million to the unaffiliated Enable common unitholders (an amount equal to the amount CenterPoint agreed to pay to OGE Energy if the proposed transaction was approved and consummated). In that discussion, representatives of CenterPoint and OGE Energy informed Richards Layton that the agreed payment from CenterPoint to OGE Energy did not involve or impact the consideration to be paid by Energy Transfer to any party in the proposed transaction, and that no reduction in the consideration to be paid by Energy Transfer to the unaffiliated Enable common unitholders would result from the payment agreed to be made by CenterPoint to OGE Energy if the proposed transaction was approved and consummated. The Sponsors therefore rejected the Enable Conflicts Committee’s request for a payment to the unaffiliated Enable common unitholders outside of the terms being offered by Energy Transfer.

Later on February 14, 2021, the Enable Conflicts Committee met again to discuss the rejection by the Sponsors of the Enable Conflicts Committee’s request. After discussions, the Enable Conflicts Committee determined that it remained attractive to continue pursuing the proposed acquisition transaction despite the rejection by the Sponsors of its request. The Enable Conflicts Committee and its advisors also discussed the proposed exchange ratio and changes to the merger agreement.

Between February 13 and 16 representatives of Enable, Energy Transfer, Latham, Vinson & Elkins, Jones Day (counsel to OGE Energy), Wachtell, Lipton, Rosen & Katz and Baker Botts (each counsel to CenterPoint), and Richards Layton (counsel to the Enable Conflicts Committee), had multiple conversations regarding the terms of the support agreements, the merger agreement and related agreements, including, with respect to the merger agreement, provisions of the merger agreement pertaining to Energy Transfer’s termination rights, the exchange ratio, consideration for the Enable Series A Preferred Units and the Tax Indemnity Provisions.

On February 15, Latham delivered a draft of the merger agreement to Vinson & Elkins which, among other things, (i) accepted Vinson & Elkin’s proposed draft of the non-solicitation covenant with certain revisions and (ii) rejected certain of Vinson & Elkins’ changes to the termination provisions and added a termination right for Energy Transfer if either Sponsor were to willfully breach their obligations under the support agreements.

On February 15, 2021, Mr. Sailor and Mr. Laws had a discussion with Mr. Long, Mr. Hefty and Mr. Bramhall, to discuss both companies’ performance during the current weather conditions in Texas and Oklahoma, including ongoing Winter Storm Uri and its impact on operations and financial results. Separately on the same day, Mr. Sailor and Mr. Long had a discussion regarding the proposed exchange ratio, the Tax Indemnity Provisions, and covenants in the draft merger agreement delivered by Latham on February 15. In this conversation, Mr. Long reiterated Energy Transfer’s position that it would not increase the exchange ratio.

On February 15, 2021, the Enable Conflicts Committee and representatives of Intrepid and Richards Layton held a meeting, during which they discussed the proposed terms of the Merger. Intrepid presented the Enable Conflicts Committee with a preliminary financial analysis relating to the $10 million proposed to be paid by Energy Transfer for the limited liability company interests of Enable General Partner. The Enable Conflicts Committee reviewed the rationale for the Merger. Richards Layton made a presentation regarding open issues in the merger agreement and the Enable Conflicts Committee provided Richards Layton with feedback on the open issues, which feedback Richards Layton provided to Vinson & Elkins.

On February 16, Vinson & Elkins delivered a draft of the merger agreement to Latham which included (i) certain structural changes to the exchange of the Enable Series A Preferred Units as discussed between the

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parties, (ii) certain updates to the Tax Indemnity Provisions that had been discussed between the parties and (iii) revisions to the breakup fee provisions such that the proposed breakup fee would only be payable in a circumstance in which Enable had entered into an alternative transaction within 12 months following a termination of the merger agreement due to a willful breach by Enable of the non-solicitation covenant or a terminable breach by Enable of the merger agreement. On that same day, CenterPoint’s Chief Financial Officer had a call with Mr. Bramhall to confirm the consideration to be received by CenterPoint in exchange for its Enable Series A Preferred Units, and noted CenterPoint’s preference to receive the same class and CUSIP numbers as the Series G Preferred Units to be issued by Energy Transfer in the Pre-Closing Transactions rather than Series G Preferred Units issued by a subsidiary or affiliate entity of Energy Transfer.

Early in the day on February 16, Latham returned proposed final versions of the merger agreement and the support agreements to Vinson & Elkins, which reflected agreed upon terms between the parties and which, with respect to the merger agreement, (i) modified the non-solicitation covenant, (ii) eliminated the Tax Indemnity Provisions and (iii) specified that the proposed breakup fee would be $97.5 million (or approximately 3.75% of the equity value of the Enable common units outstanding) payable to Energy Transfer if Energy Transfer terminated the merger agreement and (A) such termination was due to Enable’s willful breach of the non-solicitation covenant or (B) such termination was due to Enable’s terminable breach of the merger agreement, if at the time of the termination, a third party has proposed and not withdrawn an alternative transaction to Enable and Enable enters into an alternative transaction within 12 months of such termination.

Midday on February 16, 2021, the Enable Conflicts Committee held a meeting with representatives of Intrepid and Richards Layton. Prior to the meeting, substantially final versions of the merger agreement and other ancillary documents were distributed to the Enable Conflicts Committee. The Enable Conflicts Committee reviewed the rationale for the Merger. Mr. Sailor joined the beginning of the meeting and provided an update on the final negotiations related to the terms of the transaction, including the proposed exchange ratio of 0.8595, after which he left the meeting. The Richards Layton representatives provided the Enable Conflicts Committee with an overview of various matters relating to the proposed acquisition transaction with Energy Transfer, including updates to the definitive documents. Representatives of Intrepid reviewed Intrepid’s financial analysis of the proposed acquisition transaction with the Enable Conflicts Committee. Upon the request of the Enable Conflicts Committee, Intrepid delivered an oral opinion as of February 16, 2021, which was subsequently confirmed by delivery of a written opinion dated as of such date, to the effect that, as of such date, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Intrepid’s written opinion, the exchange ratio in the LP Merger was fair, from a financial point of view, to the unaffiliated Enable common unitholders. Following such discussion and receipt of the Intrepid opinion, the Enable Conflicts Committee unanimously, in good faith, among other things (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the LP Merger, are in the best interests of Enable, its subsidiaries and the unaffiliated Enable common unitholders, (ii) approved the merger agreement and the transactions contemplated by the merger agreement, including the LP Merger, upon the terms and conditions set forth in the merger agreement, with such approval constituting “Special Approval” for all purposes under the Enable Partnership Agreement, and (iii) recommended that the Enable General Partner Board approve the proposed acquisition transaction upon the terms set forth in the merger agreement, including the LP Merger.

Following the Enable Conflicts Committee meeting on February 16, 2021, the Enable General Partner Board convened a special meeting to discuss the proposed acquisition transaction with Energy Transfer, including the proposed final terms of the merger agreement. Representatives of Vinson & Elkins made a presentation to the Enable General Partner Board with respect to various matters, including, without limitation, (i) the Enable General Partner Board’s duties in connection with its consideration of a proposed acquisition transaction, (ii) an overview of the key terms of the merger agreement, including the proposed support agreements, and (iii) a summary of the resolutions to come before the board in connection with the proposed acquisition transaction with Energy Transfer. Goldman Sachs then discussed its financial analysis of the

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proposed acquisition transaction with the Enable General Partner Board. Thereafter, Goldman Sachs orally rendered its fairness opinion to the Enable General Partner Board that, as of February 16, 2021, and based upon and subject to the assumptions made and limitations to be set forth in the opinion, the exchange ratio pursuant to the merger agreement is fair from a financial point of view to the holders (other than Energy Transfer and its affiliates) of Enable common units. Goldman Sachs subsequently confirmed its fairness opinion in writing. After discussion, the Enable General Partner Board unanimously (a) determined that the merger agreement and the transactions contemplated by the merger agreement, including the LP Merger, are in the best interests of Enable, its subsidiaries and, with respect to the GP Merger, Enable General Partner, (b) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the Merger, (c) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the Merger, and (d) authorized and directed that the approval of the merger agreement and the transactions contemplated by the merger agreement be submitted to Enable’s unitholders to act by written consent pursuant to Section 13.11 of the Enable Partnership Agreement.

Also on February 16, 2021, the ET board of directors held a special meeting to approve the merger agreement and the transactions contemplated thereby, including the Merger. After discussion, the Merger, the merger agreement and the other transactions contemplated thereby were unanimously approved and adopted by the ET board of directors.

That evening, representatives of each of Vinson & Elkins, Latham, Richards Layton, Baker Botts, Wachtell, Lipton, Rosen & Katz and Jones Day finalized the merger agreement, disclosure schedules and ancillary documents, following which Enable and Energy Transfer executed and delivered the merger agreement. Contemporaneously with the execution of the merger agreement, each of the Sponsors executed their respective support agreement and consent to the merger agreement as managing members of Enable General Partner.

Prior to the opening of U.S. stock markets on February 17, 2021, Energy Transfer and Enable issued a joint news release announcing the proposed acquisition transaction.

Energy Transfer’s Reasons for the Merger

The merger between Energy Transfer and Enable will increase Energy Transfer’s scale across multiple regions and provide increased connectivity for Energy Transfer’s natural gas and NGL transportation businesses. In evaluating the Merger, the Energy Transfer board of directors consulted with Energy Transfer’s management and legal and financial advisors. The Energy Transfer board of directors determined the Merger to be in the best interests of Energy Transfer based on, among other factors, its belief that the Merger will:

Enhance Energy Transfer’s Natural Gas Gathering and Transportation Infrastructure in the Mid-Continent and Ark-La-Tex Regions. The Merger will increase Energy Transfer’s footprint of natural gas gathering assets and transmission pipelines, particularly in Oklahoma, Louisiana, Texas and Arkansas. As a result of the transaction, Energy Transfer will have basin-leading processing capacity and pipeline miles in the Mid-Continent and processing and treating capacity in the Ark-La-Tex basin. Enable’s 10,100-mile network of interstate and intrastate pipelines will also provide additional access to core markets with consistent sources of demand for Energy Transfer’s customers.

Provide Opportunities to Increase NGL Volumes through Energy Transfer’s Assets. Enable produces significant NGL volumes across its footprint of processing facilities in Oklahoma. These volumes are currently dedicated to a third-party. As those contractual arrangements expire, Energy Transfer will pursue the opportunity to redirect those volumes through its substantial downstream fractionation and export platform on the Gulf Coast.

Add a Diverse Set of Large, Creditworthy Counterparties to the Energy Transfer Customer Base. Enable’s customers include a number of investment grade utilities, LDCs and producers that rely on Enable’s assets for transporting natural gas. In many cases, the relationship between Enable and these customers has lasted more than 10 years. Energy Transfer intends to maintain these relationships following the Merger.

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Add Incremental Free Cash Flow. The Merger is expected to further Energy Transfer’s deleveraging efforts by increasing Energy Transfer’s free cash flow post-distributions, both immediately and over the long-term, which can be used to pay down debt or returned to unitholders through distributions or unit buybacks.

Create Synergies and Cost Savings. Energy Transfer expects the combination of its significant infrastructure with Enable’s complementary assets will allow the combined company to pursue additional commercial opportunities and enhance Energy Transfer’s ability to serve customers, while achieving significant cost savings through the elimination of overlapping support functions.

Maintain Investment Grade Status. While enhancing Energy Transfer’s growth profile, the Merger is expected to have a positive impact on Energy Transfer’s investment-grade credit status.

Approval of the Enable Conflicts Committee and the Enable General Partner Board and Reasons for the Merger

The Enable Conflicts Committee consists of three directors who satisfy the requirements to serve on a conflicts committee in the Enable Partnership Agreement: Peter H. Kind (Chairman), Alan N. Harris and Ronnie K. Irani. On February 4, 2021, the Enable General Partner Board authorized the Enable Conflicts Committee to (a) consider, explore, review, analyze, solicit, structure and evaluate the transactions contemplated by the merger agreement, (b) make such investigation of potential alternatives to the transactions contemplated by the merger agreement, including maintaining the status quo, as the Enable Conflicts Committee deems necessary or appropriate, (c) authorize, empower or direct the officers and employees of Enable General Partner, and its subsidiaries, and any of them, for and on behalf of Enable, to provide the Enable Conflicts Committee with such information (including, without limitation, books, records, financial statements and projections with respect to Enable or any of its subsidiaries) and assistance as may be requested by the Enable Conflicts Committee, (d) negotiate, or delegate the ability to negotiate to any person, the terms and provisions, and determine the advisability, of the transactions contemplated by the merger agreement (including, without limitation, the terms and provisions of any arrangements related to the transactions contemplated by the merger agreement involving officers or directors of Enable General Partner), (e) determine whether or not to approve the transactions contemplated by the merger agreement by “Special Approval” (pursuant to Section 7.9(a) of the Enable Partnership Agreement), (f) make a recommendation to the full Enable General Partner Board to approve or disapprove the transactions contemplated by the merger agreement, (g) if so approved by the Enable Conflicts Committee, together with the approval by the full Enable General Partner Board, to take such other actions as are necessary or advisable to consummate the transactions contemplated by the merger agreement, (h) review and advise on any public disclosure to be made by Enable with respect to the transactions contemplated by the merger agreement and any related transaction documentation, and (i) do such other things (including the approval of any actions or agreements or other documents as the Enable Conflicts Committee deems necessary, appropriate or advisable in connection with the exercise of its authority pursuant to these resolutions) and make such other recommendations to the Enable General Partner Board as it may determine, in its sole discretion, to be advisable in connection with the foregoing.

On February 16, 2021, the Enable Conflicts Committee unanimously, and in good faith, among other things (a) determined that the merger agreement and the transactions contemplated thereby, including the LP Merger, are in the best interests of Enable, its subsidiaries and the unaffiliated Enable common unitholders, (b) approved the merger agreement and the transactions contemplated thereby, including the LP Merger, upon the terms and conditions set forth in the merger agreement, with such approval constituting “Special Approval” for all purposes under the Enable Partnership Agreement, and (c) recommended to the Enable General Partner Board approval of the merger agreement and the consummation of the transactions contemplated thereby, including the LP Merger.

Later on February 16, 2021, upon receiving the approval and recommendation of the Enable Conflicts Committee, the Enable General Partner Board unanimously, and in good faith, (a) determined that the merger agreement and the transactions contemplated thereby, including the LP Merger, are in the best interests of

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Enable, its subsidiaries, and, with respect to the GP Merger, Enable General Partner, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the Merger, (c) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the Merger and (d) authorized and directed that the approval of the merger agreement and the transactions contemplated thereby be submitted to Enable’s unitholders to act by written consent pursuant to Section 13.11 of the Enable Partnership Agreement.

The Enable Conflicts Committee retained Richards Layton as its legal counsel and Intrepid Partners, LLC as its financial advisor. The Enable General Partner Board retained Vinson & Elkins as its legal counsel and Goldman Sachs as its financial advisor. Each of the Enable Conflicts Committee and the Enable General Partner Board oversaw the performance of financial and legal due diligence conducted by their advisors, conducted an extensive review and evaluation of the transactions contemplated by the merger agreement, including, with respect to the Enable Conflicts Committee, considering withholding “Special Approval” and maintaining the status quo.

In determining to approve the transactions contemplated by the merger agreement, the Enable Conflicts Committee and the Enable General Partner Board consulted with Enable’s senior management and their respective outside legal and financial advisors and considered several factors that weighed in favor of the Merger, including the following (not necessarily presented in order of relative importance):

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In addition, each of the Enable Conflicts Committee and the Enable General Partner Board separately considered a number of additional positive factors. These included:

(a) with respect to the Enable General Partner Board:

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(b) with respect to the Enable Conflicts Committee:

In addition to the factors above, the Enable Conflicts Committee also considered a number of factors relating to the procedural safeguards involved in the negotiation of the merger agreement, including those discussed below, each of which supported its February 16 determination with respect to the fairness of the transactions contemplated by the merger agreement to the unaffiliated Enable common unitholders:

The Enable General Partner Board and Enable Conflicts Committee also considered and balanced against the positive factors set forth above a number of uncertainties, risks and other countervailing factors in its

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deliberations concerning the merger and the merger agreement, including the following (not necessarily presented in order of relative importance):

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After taking into account the factors set forth above, as well as others, the Enable Conflicts Committee concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the transactions contemplated by the merger agreement were outweighed by the potential benefits thereof to the unaffiliated Enable common unitholders. Similarly, after taking into account the factors set forth above as well as upon the recommendation and approval of the Enable Conflicts Committee, the Enable General Partner Board concluded that the risks, uncertainties and restrictions and potentially negative factors associated with the transaction were outweighed by the potential benefits thereof to Enable and Enable General Partner.

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The foregoing discussion of factors considered by Enable is not intended to be exhaustive but summarizes the material factors considered by the Enable Conflicts Committee and the Enable General Partner Board, as applicable. In making its determinations and approvals, the Enable Conflicts Committee considered the financial analyses regarding Enable prepared by Intrepid and reviewed and discussed by Intrepid with the Enable Conflicts Committee. The Enable Conflicts Committee considered each of these analyses in the context of the fairness opinion provided by Intrepid on February 16, 2021 in reaching its conclusions regarding the transactions contemplated by the merger agreement and whether such transactions were in the best interests of the unaffiliated Enable common unitholders.

In making its determination and approvals, the Enable General Partner Board considered a number of factors, including (i) the February 16, 2021 unanimous determination and recommendation of the Enable Conflicts Committee and (ii) the financial analyses regarding Enable reviewed and discussed by Goldman Sachs with the Enable General Partner Board. The Enable General Partner Board considered the financial analyses, the fairness opinion provided by Goldman Sachs on February 16, 2021, as well as other factors it considered (as described above), in reaching its conclusions regarding the transactions contemplated by the merger agreement and whether such transactions were in the best interests of Enable and its subsidiaries and, with respect to the GP Merger, Enable General Partner.

In view of the variety of factors considered in connection with their evaluation of the transactions and the complexity of these matters, neither the Enable Conflicts Committee nor the Enable General Partner Board found it useful or attempted to quantify or assign any relative or specific weights to the various factors considered in making their determinations. In addition, each of the members of the Enable Conflicts Committee and the Enable General Partner Board may have given differing weights to different factors. Overall, the Enable Conflicts Committee and the Enable General Partner Board believed that the positive factors supporting the transactions contemplated by the merger agreement outweighed the negative factors they considered.

Enable General Partner, the Enable Conflicts Committee and the Enable General Partner Board have not, including, without limitation, in making the determinations set forth above, assumed any obligations to the Enable common unitholders (whether fiduciary, contractual, implied, or otherwise) other than those obligations that exist in the Enable Partnership Agreement. Under the Enable Partnership Agreement, whenever Enable General Partner makes a determination or takes or omits to take any other action (including action taken by the Enable General Partner Board or any committee thereof (including the Enable Conflicts Committee)), in its capacity as the general partner of Enable, Enable General Partner, the Enable General Partner Board or the applicable committee thereof (including the Enable Conflicts Committee) must make such determination or take or omit to take such other action in good faith, and such determination, action or omission is not subject to any other or different standard under applicable law. Under the Enable Partnership Agreement, an action or determination will be deemed to be made in “good faith” if it meets certain standards set forth in the Enable Partnership Agreement. Nothing in this consent statement/prospectus or the actions or determinations of Enable General Partner, the Enable Conflicts Committee, or the Enable General Partner Board described in this consent statement/prospectus should be read to mean that Enable General Partner, the Enable Conflicts Committee or the Enable General Partner Board assumed any obligations to Enable or its limited partners (whether fiduciary, contractual, implied, or otherwise) other than those obligations that exist in the Enable Partnership Agreement. You are urged to read the full text of the Enable Partnership Agreement, which is incorporated by reference into this consent statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page 179 of this consent statement/prospectus.

In considering whether to consent to the adoption of the merger agreement, holders of Enable common units should be aware that the executive officers and directors of Enable General Partner have certain interests in the transaction that may be different from, or in addition to, the interests of Enable common unitholders generally. See the section titled “—Interests of the Enable’s Directors and Executive Officers in the Merger” beginning on page 84 of this consent statement/prospectus.

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It should be noted that this explanation of the reasoning of the Enable General Partner Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 30 of this consent statement/prospectus.

Opinion of the Enable General Partner Board’s Financial Advisor

At a meeting of the Enable General Partner Board, Goldman Sachs rendered to the Enable General Partner Board its oral opinion, subsequently confirmed in writing, to the effect that, as of February 16, 2021 and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders (other than Energy Transfer and its affiliates) of Enable common units.

The full text of the written opinion of Goldman Sachs, dated February 16, 2021, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Enable General Partner Board in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to whether any holder of Enable common units should approve the merger agreement, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior managements of Enable and Energy Transfer regarding their assessment of the strategic rationale for, and the potential benefits of, the Merger and the past and current business operations, financial condition, and future prospects of Enable and Energy Transfer; reviewed the reported price and trading activity for the Enable common units and the Energy Transfer common units; compared certain financial and stock market information for Enable and Energy Transfer with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the energy industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

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For purposes of rendering this opinion, Goldman Sachs, with Enable’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Enable’s consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Enable. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Enable or Energy Transfer or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Enable or Energy Transfer or on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the Merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Enable to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to Enable; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Energy Transfer and its affiliates) of Enable common units, as of the date of the opinion, of the exchange ratio to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the Merger, including the fairness of the GP Merger Consideration or the Preferred Contributions, or the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Enable or Energy Transfer; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Enable, or class of such persons, in connection with the Merger, whether relative to the exchange ratio pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary market and other conditions, as in effect on, and the information made available to it as of the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which Enable common units or Energy Transfer common units will trade at any time, or as to the potential effects of volatility in the credit, financial and stock markets on Enable, Energy Transfer or the Merger, or as to the impact of the Merger on the solvency or viability of Enable or Energy Transfer or the ability of Enable or Energy Transfer to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Enable General Partner Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 12, 2021, the last completed trading day before Goldman Sachs rendered the opinion described above (which we refer to for purposes of this section as the “last trading date”), and is not necessarily indicative of current market conditions.

Historical Common Units Trading Analysis. Goldman Sachs calculated the implied consideration per Enable common unit of $5.86 by multiplying the exchange ratio of 0.8595 by the closing price per Energy Transfer common unit on the last trading date of $6.82. Goldman Sachs analyzed the $5.86 implied consideration

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per Enable common unit represented by the exchange ratio in relation to (i) the closing price per Enable common unit on the last trading date and (ii) the volume weighted average price (“VWAP”) per Enable common unit for the 10-trading-day, 30-calendar-day and 60-calendar day periods ended on the last trading date.

The following table presents the results of this analysis:

Implied Exchange Ratio Analysis. Goldman Sachs reviewed the historical trading prices per Enable common unit and per Energy Transfer common unit for the three-year period ended on the last trading date and calculated historical exchange ratios by dividing the closing price per Enable common unit by the closing price per Energy Transfer common unit over such period. Goldman Sachs then calculated the premia implied by the exchange ratio in relation to (i) historical average exchange ratio over the 3-year, 1-year, 6-month, 60-calendar-day and 30-calendar day periods ended on the last trading date, (ii) historical average exchange ratio based on VWAP of the units over the 10-trading-day period ended on the last trading date and (iii) exchange ratio of closing per unit prices on the last trading date.

The following table presents the results of this analysis:

Illustrative Unlevered Discounted Cash Flow Analysis—Enable. Using the Enable unaudited prospective financial information, Goldman Sachs performed an illustrative unlevered discounted cash flow analysis of Enable common units on a standalone basis. Using discount rates ranging from 8.0% to 9.5%, reflecting estimates of Enable’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2020 (i) estimates of unlevered free cash flow for Enable for January 1, 2021 through December 31, 2025 as reflected in the Enable unaudited prospective financial information and (ii) a range of illustrative terminal values for Enable, which were calculated by applying an illustrative terminal value to EBITDA multiple range of 7.0x to 8.0x to estimated terminal year Adjusted EBITDA for Enable as reflected in the Enable unaudited prospective financial information (which analysis implied perpetuity growth rates ranging from (2.1)% to 0.5%). Goldman Sachs derived such range of discount rates by application of capital asset pricing model, which requires certain company-specific inputs, including Enable’s target capital structure weightings, the cost of preferred equity, the cost of debt and a beta for Enable, as well as certain financial metrics for the United States financial markets generally. The illustrative terminal value to EBITDA multiple range for Enable was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, EBITDA multiples implied by Enable’s trading prices (and estimates of last-twelve-months and next-twelve-months EBITDA as reported by IBES) over certain prior periods.

Goldman Sachs derived a range of illustrative enterprise values for Enable by adding the range of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Enable (i) the estimated amount of Enable’s net debt as of December 31, 2020 and (ii) the estimated amount of Enable’s preferred equity as of December 31, 2020, in each case, as provided by the management of Enable

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and approved for Goldman Sachs’ use by Enable, to derive a range of illustrative equity values for Enable. Goldman Sachs then divided the range of illustrative equity values by the total number of fully diluted outstanding Enable common units as of February 12, 2021, as provided by the management of Enable and approved for Goldman Sachs’ use by Enable, to derive a range of illustrative present values per Enable common unit of $4.02 to $6.29.

Illustrative Present Value of Future Unit Price Analysis—Enable. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per Enable common unit. Goldman Sachs calculated the implied enterprise values of Enable as of December 31 for each of 2021 and 2022, by applying a range of illustrative NTM EBITDA multiples of 7.0x to 8.0x to estimated EBITDA for Enable for each of 2022 and 2023, as reflected in the Enable unaudited prospective financial information. The illustrative EBITDA multiple range for Enable was derived by Goldman Sachs using its professional judgment and experience, taking into account, among other things, EBITDA multiples implied by current and historical trading prices for Enable common units (and estimates of next-twelve-months EBITDA as reported by IBES) over certain prior periods. To derive a range of illustrative implied equity values per Enable common unit, Goldman Sachs then subtracted from the range of implied enterprise values (i) the estimated amount of Enable’s projected net debt as of December 31, 2021 and December 31, 2022, respectively and (ii) the estimated amount of Enable’s preferred equity as of December 31, 2021 and December 31, 2022, respectively, in each case as reflected in the Enable unaudited prospective financial information. Goldman Sachs then divided the range of implied equity value by the total number of fully diluted outstanding Enable common units, as reflected in the Enable unaudited prospective financial information, to derive a range of illustrative implied equity values per Enable common unit as of December 31, 2021 and December 31, 2022. Goldman Sachs then discounted to December 31, 2020 the range of illustrative implied unit prices using a discount rate of 10.5%, reflecting an estimate of Enable’s cost of equity. Goldman Sachs derived such discount rate by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for Enable as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then added to such implied present values the aggregate distributions per Enable common unit estimated to be paid by Enable for each of 2021 and 2022 fiscal years, as reflected in the Enable unaudited prospective financial information, and discounted the amount of such distributions to December 31, 2020 using a discount rate of 10.5%, reflecting an estimate of Enable’s cost of equity. This analysis resulted in a range of illustrative implied present values of $3.98 to $6.70 per Enable common unit.

Illustrative Present Value of Future Unit Price Analysis—Pro Forma Energy Transfer. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per Energy Transfer common unit on a pro forma basis (“Pro Forma Energy Transfer”) and calculated the implied valuation uplift per Enable common unit upon consummation of the Merger. Goldman Sachs calculated the implied values per Pro Forma Energy Transfer common unit as of December 31 for each of 2021 and 2022, by applying a range of illustrative NTM EBITDA multiples of 7.5x to 8.5x to estimated EBITDA for Pro Forma Energy Transfer using the ET adjusted unaudited pro forma projections as described in “—Other Information” for each of the years 2022 and 2023, less Adjusted EBITDA attributable to non-wholly owned assets included in Adjusted EBITDA (consolidated) plus (i) distributable cash flow attributable to Energy Transfer’s interest in non-wholly owned assets excluding Sunoco LP and USA Compression Partners, LP and (ii) distributions paid to Energy Transfer from Sunoco LP and USA Compression Partners, LP.

The illustrative EBITDA multiple range for Pro Forma Energy Transfer was derived by Goldman Sachs using its professional judgment and experience, taking in account, among other things, EBITDA multiples implied by trading prices of Enable common units and Energy Transfer common units (and estimates of next-twelve-months EBITDA for Enable and Energy Transfer as reported by IBES) over certain prior periods. To derive a range of illustrative implied equity values per Pro Forma Energy Transfer common unit, Goldman Sachs then subtracted from the range of implied enterprise values (i) the estimated amount of Pro Forma Energy Transfer’s net debt as of December 31, 2021 and December 31, 2022 respectively and (ii) the estimated amount of Pro Forma Energy Transfer’s preferred equity as of December 31, 2021 and December 31, 2022 respectively,

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in each case using the ET adjusted unaudited pro forma projections as described in “—Other Information.” Goldman Sachs then divided the range of implied equity value by the total number of fully diluted outstanding units for Pro Forma Energy Transfer, using the ET adjusted unaudited pro forma projections as described in “—Other Information,” to derive a range of illustrative implied equity values per Pro Forma Energy Transfer common unit as of December 31, 2021 and December 31, 2022. Goldman Sachs then discounted to December 31, 2021 the range of illustrative implied Pro Forma Energy Transfer common unit prices using a discount rate of 8.0%, reflecting an estimate of the Pro Forma Energy Transfer’s cost of equity. Goldman Sachs derived such discount rate by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for Pro Forma Energy Transfer as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then added to such implied present values the aggregate distributions per pro forma unit estimated to be paid by Pro Forma Energy Transfer for each of 2021 and 2022 fiscal years, using the ET adjusted unaudited pro forma projections as described in “—Other Information,” and then discounted the amount of such distributions to December 31, 2020 using a discount rate of 8.0%, reflecting an estimate of Pro Forma Energy Transfer’s cost of equity. Goldman Sachs then calculated a range of illustrative implied values for the pro forma value to be received per Enable common unit pursuant to the merger agreement by multiplying such range of implied values per Energy Transfer common unit by the exchange ratio. This analysis resulted in a range of illustrative implied present values of $4.82 to $7.90 per Enable common unit.

General. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company used in the above analyses as a comparison is directly comparable to Enable or Energy Transfer or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Enable General Partner Board as to the fairness from a financial point of view to the holders (other than Energy Transfer and its affiliates) of Enable common units, as of the date of the opinion, of the exchange ratio pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Enable, Energy Transfer, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The exchange ratio was determined through arm’s-length negotiations between Enable and Energy Transfer and was approved by the Enable General Partner Board. Goldman Sachs provided advice to Enable during these negotiations. Goldman Sachs did not, however, recommend any specific exchange ratio to Enable or the Enable General Partner Board or that any specific exchange ratio constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Enable General Partner Board was one of many factors taken into consideration by the Enable General Partner Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex D.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services

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for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Enable, Energy Transfer, any of their respective affiliates and third parties, including OGE Energy and CenterPoint, each of whom is an affiliate of a significant unitholder of Enable, and their respective affiliates, or any currency or commodity that may be involved in the Merger for the accounts of Goldman Sachs and its affiliates and employees and their customers. Goldman Sachs acted as financial advisor to Enable in connection with, and participated in certain of the negotiations leading to, the Merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to Enable and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint book runner with respect to a public offering of Enable’s 4.15% Senior Notes due 2029 (aggregate principal amount $550,000,000) in September 2019. During the two-year period ended February 16, 2021, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Enable and/or its affiliates (other than OGE Energy, CenterPoint and their respective subsidiaries) of approximately $0.2 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Energy Transfer and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted, as a co-manager with respect to a public offering of 500,000 6.75% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units and 1,100,000 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units by ETO, in January 2020, and as a joint book runner with respect to a public offering of 2.90% Senior Notes due 2025 (aggregate principal amount of $1,000,000,000) by ETO in January 2020, a public offering of 3.75% Senior Notes due 2030 (aggregate principal amount of $1,500,000,000) by ETO in January 2020, a public offering of 5.00% Senior Notes due 2050 (aggregate principal amount of $2,000,000,000) by ETO in January 2020. During the two-year period ended February 16, 2021, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Energy Transfer and/or its affiliates of approximately $1.4 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to CenterPoint and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as financial advisor to CenterPoint in connection with the sale of its energy services business in June 2020 and as joint book runner with respect to a public offering of CenterPoint’s 2.50% Senior Notes due 2024 (aggregate principal amount of $500,000,000), 2.95% Senior Notes due 2030 (aggregate principal amount of $400,000,000) and 3.70% Senior Notes due 2049 (aggregate principal amount of $300,000,000) in August 2019. During the two-year period ended February 16, 2021, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to CenterPoint and/or its affiliates (other than Enable and its subsidiaries) of approximately $4.0 million. During the two-year period ended February 16, 2021, the Investment Banking Division of Goldman Sachs has not been engaged by OGE Energy to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Enable, Energy Transfer and their respective affiliates, including OGE Energy and CenterPoint, and their respective affiliates, for which the Investment Banking Division of Goldman Sachs may receive compensation.

The Enable General Partner Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated February 2, 2021, Enable engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between Enable and Goldman Sachs provides for a customary transaction fee, a portion of which became payable upon the presentation by Goldman Sachs to the Enable General Partner Board of the final results of the study Goldman Sachs undertook to determine whether it was able to render a fairness opinion in connection with the exchange ratio, and the remainder of which is contingent upon consummation of the Merger. In addition, Enable has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

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Opinion of the Enable Conflicts Committee’s Financial Advisor

The Enable Conflicts Committee engaged Intrepid to act as its financial advisor. As part of that engagement, the Enable Conflicts Committee requested that Intrepid evaluate the fairness, from a financial point of view, of the exchange ratio in the LP Merger to the holders of Enable common units other than Enable General Partner and its affiliates (which affiliates include but are not limited to the Sponsors) (such holders are referred to in this section as the “Public Unaffiliated Unitholders”). On February 16, 2021, Intrepid delivered to the Enable Conflicts Committee its oral opinion, confirmed by its delivery of a written opinion dated as of the same date, that, as of the date thereof, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Intrepid’s written opinion, the exchange ratio in the LP Merger is fair, from a financial point of view, to the Public Unaffiliated Unitholders.

The full text of Intrepid’s written opinion, dated February 16, 2021, which sets forth, among other things, certain of the assumptions made, procedures followed, matters considered, qualifications and limitations with respect to the review undertaken by Intrepid, is attached as Annex E to this consent statement/prospectus and is incorporated by reference into this section.

Intrepid provided its opinion solely for the information and benefit of the Enable Conflicts Committee (in its capacity as such) in connection with its evaluation of the Merger. The opinion does not address Enable’s underlying business decision to enter into the Merger or the relative merits of the Merger as compared with any other strategic alternative that may be available to Enable. The opinion is not intended to be and does not constitute a recommendation to any Enable common unit holder as to whether such Enable common unitholder should approve the merger agreement or any other matter. In addition, the opinion is not rendered to or for the benefit of, and does not confer rights or remedies upon, any person other than the Enable Conflicts Committee (including any equity holders, creditors, bondholders or other constituencies of Enable, Enable General Partner or Energy Transfer). This summary is qualified in its entirety by reference to the full text of the opinion.

Intrepid’s opinion was necessarily based upon business, market, economic, regulatory and other conditions as they existed on, and were evaluated as of, February 16, 2021. Intrepid assumes no responsibility for updating, revising or reaffirming its opinion based on developments, circumstances or events occurring, or information made available to it, after February 16, 2021. Intrepid’s opinion did not express any opinion as to equity securities or debt securities of Enable or Energy Transfer and the price, trading range or volume at which any securities will trade at any time.

In connection with rendering its opinion, Intrepid, among other things:

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For purposes of its analysis and opinion, Intrepid assumed and relied upon the accuracy and completeness of all of the foregoing information and any other financial, accounting, legal, operational, tax and other information and data provided to, discussed with or reviewed by it, and Intrepid has not assumed any responsibility for independent verification of the accuracy or completeness of any such information. Intrepid further relied upon the assurances of management of Enable General Partner and ET GP that they are not aware of any facts or circumstances that would make such information inaccurate, incomplete or misleading. With respect to financial forecasts, projections and business plans of Enable and Energy Transfer provided to it, Intrepid relied, with the consent of the Enable Conflicts Committee, upon the assurances of management of Enable General Partner and ET GP that such data had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Enable General Partner and ET GP as to the future performance of Enable and Energy Transfer, under the assumptions reflected therein. Intrepid expresses no view as to such forecasts or any judgments, estimates or assumptions on which they were based.

Intrepid relied, with the consent of the Enable Conflicts Committee, upon the assessments of management of Enable General Partner and ET GP as to (i) the potential impact on Enable and Energy Transfer of market and other trends and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the oil and gas industry or U.S. markets, (ii) the potential impact on the operations, results and prospects of Enable and Energy Transfer of the Merger, and (iii) existing and future contracts and relationships,

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agreements and arrangements with related and third parties that are necessary or desirable for the operation of Enable and Energy Transfer. Intrepid did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Enable or Energy Transfer is or may be a party or is or may be subject. Intrepid also assumed that there were no material changes in the liabilities, financial condition, results of operations, business or prospects of or relating to Enable or Energy Transfer since the date of the latest information relating to Enable or Energy Transfer, as applicable, made available to it. In arriving at its opinion, Intrepid did not conduct a physical inspection of the properties and facilities of Enable or Energy Transfer and did not make or obtain any evaluations or appraisals of their respective assets or liabilities, nor has Intrepid been furnished with any such evaluations or appraisals.

In rendering its opinion, Intrepid assumed (in all respects material to its analysis and with the consent of the Enable Conflicts Committee) that the representations and warranties of each party contained in the merger agreement are true and correct, and that each party will perform all of the covenants, undertakings and agreements required to be performed by it under the merger agreement, and the Merger will be consummated on the terms described in the merger agreement, without any waiver or modification of any terms or conditions contained therein that are material to Intrepid’s analysis. Intrepid assumed that the final executed and delivered versions of all documents reviewed by it in draft form will conform in all material respects to the most recent drafts reviewed by it. Intrepid assumed that all governmental, regulatory or other consents, approvals or releases, including under the Enable Partnership Agreement, and any financing will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on the parties to the Merger or materially reduce the benefits of the Merger to Enable. Intrepid assumed that the Merger and the business of each of Enable, Enable General Partner and the other parties to the Merger will be and has been conducted in a manner that complies with all applicable federal, state and local statutes, rules and regulations. Intrepid assumed that Enable, Enable General Partner and the Enable Conflicts Committee have relied on the advice of their counsel, independent accountants and other advisors (other than Intrepid) as to all legal, financial reporting, tax, accounting, securities and regulatory matters with respect to the Merger.

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Intrepid was not asked to pass upon, and expressed no opinion with respect to, any matter other than whether the exchange ratio in the LP Merger, is fair, from a financial point of view, to the Public Unaffiliated Unitholders. Intrepid was not asked to, nor does it express any view on, and its opinion does not address, any other terms, conditions, aspects or implications of the Merger or any agreements, arrangements or understandings entered into in connection therewith or otherwise, including the structure, form or timing of the Merger and the covenants and undertakings of Enable and Energy Transfer. Intrepid’s opinion does not address any financing transactions associated with the Merger. In addition, Intrepid does not express any view regarding the relative merits of the Merger as compared to any other transaction or business strategy in which Enable might engage or the merits of the underlying decision by the Enable General Partner Board to engage in the Merger and enter into and perform the merger agreement. Intrepid expresses no view or opinion as to the fairness of the GP Merger Consideration or the Preferred Contributions or the fairness of the Merger to the holders of the Enable General Partner Interests, the holders of Enable Series A Preferred Units, creditors, bondholders or other constituencies of Enable (other than the Public Unaffiliated Unitholders, as described in Intrepid’s opinion) or its subsidiaries, or the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Merger or class of such persons, relative to the exchange ratio or otherwise (including any allocation of value as between the Sponsors). Further, the Enable Conflicts Committee did not authorize Intrepid to solicit, and Intrepid did not solicit, any indications of interest from any third party with respect to alternative transactions.

Intrepid’s opinion does not address accounting, legal, actuarial, regulatory or tax matters. Intrepid is not a legal, tax, commercial or bankruptcy advisor. Intrepid’s opinion does not constitute a solvency opinion and does not address the solvency or financial condition of Enable or any of the potential parties to the Merger. Intrepid’s opinion does not address whether Enable has sufficient cash available or other sources of funds to enable it to consummate any distributions. Intrepid’s opinion does not constitute a tax opinion. Intrepid’s opinion cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, regulatory, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the evaluation and impact of any transactions or matters described herein.

Intrepid does not express any opinion as to equity securities or debt securities of Enable or Energy Transfer and the price, trading range or volume at which any securities will trade at any time, including following announcement of the Merger.

In arriving at its opinion, Intrepid did not attribute any particular weight to any particular analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Several analytical methodologies were employed by Intrepid in its analyses, and no one single method of analysis should be regarded as critical to the overall conclusion reached by Intrepid. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, Intrepid believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and all factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Intrepid, therefore, is based on the application of Intrepid’s own experience and judgment to all analyses and factors considered by it, taken as a whole. Intrepid’s opinion was approved by the fairness opinion committee of Intrepid.

Summary of Material Financial Analyses

Set forth below is a summary of the material financial analyses performed by Intrepid and reviewed with the Enable Conflicts Committee on February 16, 2021, in connection with rendering Intrepid’s opinion to the Enable Conflicts Committee. Intrepid performed a comparable company trading analysis, discounted cash flow analysis, precedent midstream transactions analysis, and precedent premiums paid analysis with respect to Enable and a comparable company trading analysis and discounted cash flow analysis with respect to Energy Transfer.

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Intrepid calculated the implied exchange ratio ranges reflected in the financial analyses described below by comparing (i) the low end of the valuation range for Enable common units to the high end of the valuation range for Energy Transfer common units and (ii) the high end of the valuation range for Enable common units to the low end of the valuation range for Energy Transfer common units. The resulting implied exchange ratio ranges were then compared with the exchange ratio.

In addition, Intrepid performed certain other analyses which were reviewed with the Enable Conflicts Committee. As reference analyses, Intrepid reviewed research analyst price targets included in equity research from certain investment banks and performed a 52-week market trading analysis for Enable common units, Energy Transfer common units and the implied exchange ratio of Enable common units to Energy Transfer common units, as further described below.

Financial data for Enable and Energy Transfer utilized by Intrepid in the financial analyses described below were based on, among other things, the prospective financial information that was furnished to it: the Enable unaudited prospective financial information, on a standalone basis, as prepared by the management of Enable General Partner, and the Energy Transfer unaudited, unadjusted prospective financial information, on a standalone basis, prepared by the management of ET GP (as described under “—Enable and Energy Transfer Unaudited Prospective Financial Information”).

The following summary does not purport to be a complete description of the financial and comparative analyses performed by Intrepid, nor does the order of analyses described represent relative importance or weight given to those analyses by Intrepid. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. A fairness opinion is thus not susceptible to partial analysis or summary descriptions.

The financial and comparative analyses summarized below include information presented in tabular format. In order to fully understand the analyses performed by Intrepid, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial and comparative analyses performed by Intrepid. Considering the data set forth in the tables below without considering the full narrative description of the analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial and comparative analyses performed by Intrepid. Except as otherwise noted, the following quantitative information is based on market data or conditions as they existed at the time of the delivery of the opinion, and is not necessarily indicative of current market conditions.

Analysis of Enable

Comparable Company Trading Analysis

Intrepid performed a comparable company trading analysis of Enable by reviewing and comparing the market values and trading multiples of the following publicly-traded midstream companies that Intrepid deemed to have certain characteristics similar to those of Enable:

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These companies are referred to in this section as the “Enable selected comparable companies.” Intrepid performed the comparable company trading analysis based on data derived from public company filings and disclosures, publicly available disclosures and broker research estimates. Although none of the Enable selected comparable companies are directly comparable to Enable, the companies included were selected because they are midstream companies with operations, asset profiles, financial profiles, service profiles, geographic exposure and/or entity structure that, in Intrepid’s experience and professional judgment, for purposes of this analysis, may be considered similar to certain aspects of those of Enable. Accordingly, Intrepid believes that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of Enable and the Enable selected comparable companies also are relevant.

For each of the Enable selected comparable companies, Intrepid calculated the following trading multiples based on information from public company filings and disclosures, publicly available disclosure statements and broker research estimates, using applicable market data as of February 12, 2021, including:

The resulting mean and median trading multiples and ratios of the ENBL selected comparable companies are set forth below.

The table below includes relevant multiple reference ranges selected by Intrepid based on the trading multiples of the Enable selected comparable companies set forth above and Intrepid’s professional judgment.

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Based upon the enterprise value to EBITDA multiples and LP Distributable Cash Flow Yield ratios observed in this analysis, Intrepid calculated an implied total enterprise value range and implied price per unit range for Enable common units as set forth below.

Based upon this analysis, Intrepid determined an implied Enable common unit price range of $5.03 to $7.68 based on the averages of the respective minimum and maximum values as derived by each of the methodologies.

Discounted Cash Flow Analysis

For purposes of this analysis, “unlevered free cash flow” is calculated as EBITDA attributable to Enable less maintenance capital expenditures, growth capital expenditures and changes in net working capital and other. Intrepid performed discounted cash flow analyses to calculate the estimated present value of: (i) the unlevered free cash flow that Enable is projected to generate for the five year period beginning with the twelve months ending December 31, 2021, based on the Enable unaudited prospective financial information prepared by Enable General Partner’s management, and (ii) an implied terminal enterprise value.

Using an estimated weighted average cost of capital ranging from 7.3% to 9.0%, Intrepid discounted: (i) Enable’s estimated unlevered free cash flow, and (ii) a range of illustrative terminal enterprise values, calculated by applying a range of terminal EBITDA multiples of 7.0x to 9.0x to terminal year EBITDA. Intrepid derived such weighted average cost of capital range by application of the Capital Asset Pricing Model and such terminal multiple range using its professional judgment and experience, taking into account, among other things, an analysis of Enable and Enable selected comparable companies. Intrepid then subtracted Enable estimated net debt as of December 31, 2020, Enable’s Series A Preferred Units valued at 106% of face value multiplied by the market price of the 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units of ETO (the “ETO Series G Preferred Units”), each of which, upon the completion of the Pre-Closing Transactions, will convert into the right to receive a newly issued Energy Transfer Series G Preferred Unit having the same preferences, rights, powers and duties as the ETO Series G Preferred Units, and $10 million attributable to Enable’s general partner interest to arrive at an implied equity value for Enable. Intrepid divided the implied equity value for Enable by the Enable fully diluted common units outstanding as of December 31, 2020 to compute the implied equity value per Enable common unit. The analysis resulted in an implied equity value per Enable common unit range of $4.27 to $8.21.

Precedent Transactions Analysis

Intrepid evaluated certain financial information with respect to the following midstream precedent transactions, each of which was announced during the period between January 2018 and August 2020:

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The transactions listed in the table above are referred to in this section as the “selected comparable transactions.” No selected comparable transaction utilized in the precedent transactions analysis was identical or entirely comparable to the Merger. Accordingly, Intrepid believes that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of Enable and Energy Transfer and the selected comparable transactions that could affect the values are also relevant.

The resulting low, median, mean and high data, determined by dividing the total enterprise value by EBITDA of the selected comparable transactions were:

Based on a review of the full range of total enterprise value to EBITDA multiples paid in the selected comparable transactions and its professional judgment, rather than the application of a mathematical mean or median, Intrepid applied relevant EBITDA multiples ranging from 8.0x to 10.0x to projected EBITDA for the twelve months ending December 31, 2021. Based on this analysis, Intrepid determined an implied equity value per Enable common unit range of $6.20 to $10.37.

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Precedent Premiums Paid Analysis

Intrepid compared the premiums implied by the exchange ratio with premiums received in selected precedent mergers in the oil and gas industry with equity consideration greater than 80% of total consideration. Intrepid calculated the implied premiums received considering the offer exchange ratio relative to the historical target/acquirer exchange ratio calculated based on prior 1-day closing prices, 10-day volume-weighted average prices (“VWAP”), 20-day VWAPs and 30-day VWAPs using publicly available information. Intrepid considered that premiums paid in the selected precedent transactions have varied widely based on specific considerations with respect to each transaction and that there are inherent differences between each of the targets and transactions analyzed by Intrepid relative to Enable and the Merger, respectively. Intrepid analyzed the following transactions:

The median and mean premiums are set forth below:

Intrepid reviewed the relevant merger premiums and derived a range of premiums to Enable’s 10-day volume-weighted average common unit price as of February 12, 2021, of 0.0% to 15.0%. Intrepid determined an implied equity value per Enable common unit range of $5.78 to $6.65.

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Intrepid made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Mathematical analysis, such as determining the median and mean, is not in itself a meaningful method of using comparable transaction data. Also, the transaction multiples for the precedent transactions reflect the cyclicality of the oil and gas industry and any potential business, economic, market, regulatory and other conditions impacting such transactions.

Analysis of Energy Transfer

Comparable Company Trading Analysis

Intrepid performed a comparable company trading analysis of Energy Transfer by reviewing and comparing the market values and trading multiples of the following publicly-traded midstream companies that Intrepid deemed to have certain characteristics similar to those of Energy Transfer:

These companies are referred to in this section as the “Energy Transfer selected comparable companies.” Intrepid performed the comparable company trading analysis based on data derived from public company filings and disclosures, publicly available disclosures and broker research estimates. Although none of the Energy Transfer selected comparable companies is directly comparable to Energy Transfer, the companies included were selected because they are public companies with operations, asset profiles, financial profiles, service profiles, geographic exposure and/or entity structure that, in Intrepid’s experience and professional judgment, for purposes of this analysis, may be considered similar to certain aspects of those of Energy Transfer. Accordingly, Intrepid believes that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of Energy Transfer and the Energy Transfer selected comparable companies also are relevant.

For each of the Energy Transfer selected comparable companies, Intrepid calculated the following trading multiples based on information from public company filings and disclosures, publicly available disclosure statements and broker research estimates, using applicable market data as of February 12, 2021, including:

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The resulting mean and median trading multiples and ratios of the Energy Transfer selected comparable companies are set forth below.

The table below includes relevant multiple reference ranges selected by Intrepid based on the mean and median trading multiples and ratios of the Energy Transfer selected comparable companies set forth above and Intrepid’s professional judgment.

Based upon the financial multiples observed in this analysis, Intrepid calculated an implied total enterprise value range and an implied price per unit range for Energy Transfer common units as set forth below.

Based upon this analysis, Intrepid determined an implied common unit price range of $9.46 to $14.68 based on the average minimum and maximum values of equity value per Energy Transfer common unit as derived by each of the methodologies.

Discounted Cash Flow Analysis

For purposes of this analysis, “unlevered free cash flow” is calculated as consolidated Energy Transfer EBITDA less maintenance capital expenditures, growth capital expenditures, cash taxes and subsidiary noncontrolling interest and other adjustments. Intrepid performed discounted cash flow analyses to calculate the estimated present value of: (i) the unlevered free cash flow that Energy Transfer is projected to generate for the three year period beginning with the twelve months ending December 31, 2021, based on the Energy Transfer unaudited, unadjusted prospective financial information prepared by ET GP’s management, and (ii) an implied terminal enterprise value.

Using an estimated weighted average cost of capital ranging from 6.5% to 8.1%, Intrepid discounted: (i) Energy Transfer’s estimated unlevered free cash flow, and (ii) a range of illustrative terminal enterprise values, calculated by applying a range of terminal EBITDA multiples of 7.5x to 9.5x to terminal year EBITDA attributable to Energy Transfer. Intrepid derived such weighted average cost of capital range by application of the Capital Asset Pricing Model and such terminal multiple range using its professional judgment and experience, taking into account, among other things, an analysis of Energy Transfer and Energy Transfer selected comparable companies. Intrepid then subtracted Energy Transfer estimated net debt as of December 31, 2020, and Energy Transfer’s preferred equity to arrive at an implied equity value for Energy Transfer. Intrepid divided the implied equity value for Energy Transfer by the Energy Transfer fully diluted common units outstanding as of

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December 31, 2020 to compute the implied equity value per Energy Transfer common unit. The analysis resulted in an implied equity value per unit of Energy Transfer common units of $8.40 to $14.65.

Exchange Ratio Summary

Intrepid analyzed the implied exchange ratios resulting from the comparable company trading analyses, discounted cash flow analyses, precedent transactions analysis and precedent premiums paid analysis utilized to value the Enable common units and Energy Transfer common units. Intrepid calculated the implied exchange ratio ranges by comparing (i) the low end of the valuation range for Enable common units to the high end of the valuation range for Energy Transfer common units and (ii) the high end of the valuation range for Enable common units to the low end of the valuation range for Energy Transfer common units. The resulting implied exchange ratio reference ranges utilizing each applicable valuation methodology are summarized below.

Intrepid compared the exchange ratio to each of the implied exchange ratio ranges derived by Intrepid from the aforementioned analyses.

Other Information Reviewed for Informational Purposes Only

Solely for informational purposes, Intrepid analyzed the implied exchange ratios resulting from the range of trading prices for Enable common units and Energy Transfer common units for the 52-week period ended February 12, 2021. Intrepid observed that, during this period, the closing prices of Enable common units ranged from $1.81 to $9.06 per unit and the closing prices of Energy Transfer common units ranged from $4.53 to $12.83 per unit. The exchange ratios, as calculated by the closing prices of Enable common units and Energy Transfer common units, ranged from 0.2524x to 0.9627x for the 52-week period ended February 12, 2021. This information did not provide the basis for, and was not otherwise material to, the rendering of Intrepid’s fairness opinion.

General

As described above in this section, the preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Intrepid’s opinion. In arriving at its fairness determination, Intrepid considered the results of all of its analyses and, except as otherwise described herein, did not attribute any particular weight to any factor or analysis considered by it. Intrepid made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses taken as a whole. No company or transaction used in the above analyses as a comparison is directly comparable to Enable, Energy Transfer or the transactions contemplated by the merger agreement. Accordingly, these analyses must take into account differences in the financial and operating characteristics of the selected publicly traded companies and differences in the structure and timing of the selected transactions and other factors that would affect the public trading value and acquisition value of the companies considered.

Intrepid prepared these analyses for purposes of Intrepid providing its opinion only to the Enable Conflicts Committee as to the fairness, from a financial point of view, of the exchange ratio in the LP Merger to the Public

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Unaffiliated Unitholders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Enable, Enable General Partner, Intrepid or any other person assumes responsibility if future results are materially different from those forecasts.

As described above, Intrepid’s opinion to the Enable Conflicts Committee was only one of many factors taken into consideration by the Enable Conflicts Committee and should not be viewed as determinative of the views of the Enable Conflicts Committee in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Intrepid in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Intrepid attached as Annex E to this consent statement/prospectus.

Miscellaneous

Intrepid and its affiliates, as part of their investment banking business, are regularly engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, private placements and other transactions as well as for real estate, corporate and other purposes. Intrepid and its affiliates also engage in advisory work, private equity activities, underwriting and financing, principal investing, investment management and other financial and non-financial activities and services for various persons and entities.

Intrepid and its affiliates and employees, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in (i) equity, debt and other securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments (including bank loans and other obligations) of Enable, Energy Transfer, any of their respective affiliates and third parties or any of the other parties to the transactions contemplated by the merger agreement, or (ii) any currency or commodity that may be involved in the transactions and other matters otherwise contemplated by the merger agreement for the accounts of Intrepid and its affiliates and employees and their customers.

Intrepid acted as financial advisor to the Enable Conflicts Committee in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the merger agreement. Intrepid may in the future provide certain investment banking services to Enable, Enable General Partner, the Sponsors, Energy Transfer and/or their affiliates, for which Intrepid may receive compensation.

Intrepid was engaged by the Enable Conflicts Committee to act as its financial advisor in connection with an evaluation of the Merger by entering into an engagement letter. The engagement letter between the Enable Conflicts Committee and Intrepid provides for a customary opinion fee, which was paid to and earned by Intrepid upon delivery of the opinion, regardless of the conclusion reached by Intrepid. The Intrepid engagement letter also provides for a financial advisory fee, which was paid to and earned by Intrepid upon execution of the engagement letter, and a transaction fee, which becomes payable upon the consummation of the Merger. In addition, Enable has agreed to reimburse Intrepid for certain of its expenses, including certain attorneys’ fees and disbursements, and to indemnify Intrepid and related persons against various liabilities, including certain liabilities under the federal securities laws. During the past two years, no material relationship has existed between Intrepid and its affiliates and Enable, Energy Transfer, the Sponsors or any of their respective affiliates pursuant to which compensation was received by Intrepid or its affiliates as a result of such a relationship.

The Enable Conflicts Committee selected Intrepid as its financial advisor because it is a nationally recognized investment banking firm and is regularly engaged in the valuation of businesses and securities in

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connection with mergers and acquisitions, negotiated underwritings, private placements and valuations for corporate and other purposes. The Enable Conflicts Committee selected Intrepid to act as its financial advisor on the basis of Intrepid’s qualifications and expertise, knowledge of the oil and gas industry, reputation in the investment community, independence and experience in transactions similar to the transactions described in the merger agreement, as well as familiarity with Enable and its business.

Enable and Energy Transfer Unaudited Prospective Financial Information

Enable and Energy Transfer do not as a matter of course make public long-term projections as to future sales, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. As a result, Enable and Energy Transfer do not endorse the unaudited prospective financial information as a reliable indication of future results. However, the management of Enable and Energy Transfer have included the unaudited prospective financial information set forth below to present the financial information made available and utilized in connection with the Enable General Partner Board’s or the Enable Conflicts Committee’s respective evaluations of the Merger and the other transactions contemplated by the merger agreement. Goldman Sachs and Intrepid each used certain of the unaudited prospective financial information in connection with their respective financial analyses and opinions described in the sections titled —Opinion of the Enable General Partner Board’s Financial Advisor” and “—Opinion of the Enable Conflicts Committee’s Financial Advisor,” with the approval of the Enable General Partner Board and the Enable Conflicts Committee, respectively. The inclusion of this information should not be regarded as an indication that any of Enable, Energy Transfer, their respective advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such. The unaudited prospective financial information is not being included in this consent statement/prospectus in order to influence any holder of Enable common units to make an investment decision with respect to the Merger or to influence any holder of Enable common units as to whether such unitholder should deliver a written consent or act with respect to the approval of the merger agreement, the Merger or the other transactions contemplated by the merger agreement or any other matter.

This information was prepared solely for internal use and is subjective in many respects. The Enable unaudited prospective financial information, the ET unaudited projections, the ET adjusted unaudited projections and the ET adjusted unaudited pro forma projections (collectively referred to herein as the “unaudited prospective financial information”) were based solely upon information available to Enable’s management and, with respect to the ET unaudited projections, to Energy Transfer, at the time of their preparation.

While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions that were deemed to be reasonable as of the respective dates the estimates and assumptions were made, but are inherently uncertain and may be beyond the control of Enable’s and Energy Transfer’s management. These assumptions include, but are not limited to, Enable’s and Energy Transfer’s future results, oil and gas industry activity, commodity prices, demand for natural gas and crude oil, capital availability, general economic and regulatory conditions and other matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Enable and Energy Transfer can give no assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized.

In addition, since the unaudited prospective financial information is inherently forward looking and covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Enable and Energy Transfer’s businesses, industry performance, the regulatory

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environment, general business and economic conditions and other matters described under the section of this consent statement/prospectus entitled “Risk Factors.” See also “Cautionary Statement Regarding Forward-Looking Statements” and “Where You Can Find More Information.”

The accompanying unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Enable’s and Energy Transfer’s management, was prepared on a reasonable basis, reflects the best estimates and judgments then-available, and presents, to the best of management’s knowledge and belief, the then-expected course of action and financial performance of Enable and Energy Transfer. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this consent statement/prospectus are cautioned not to place undue reliance on the unaudited prospective financial information. Neither Enable’s independent registered public accounting firm nor Energy Transfer’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the unaudited prospective financial information. The reports of the independent registered public accounting firms of Enable and/or Energy Transfer contained in their respective Annual Reports on Form 10-K for the year ended December 31, 2020, which are incorporated by reference into this consent statement/prospectus, relate to historical financial information of Enable and Energy Transfer, respectively, and such reports do not extend to the unaudited prospective financial information included below and should not be read to do so. The unaudited prospective financial information set forth in this consent statement/prospectus has been prepared by, and is the responsibility of, Enable’s and Energy Transfer’s management.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Enable and Energy Transfer can give no assurance that, had the unaudited prospective financial information been prepared either as of the date of the merger agreement or as of the date of this consent statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, Enable and Energy Transfer do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to the accounting treatment of the Merger under GAAP, or to reflect changes in general economic or industry conditions.

The unaudited prospective financial information does not take into account all the possible financial and other effects on Enable or Energy Transfer of the Merger, the effect on Enable or Energy Transfer of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the unaudited prospective financial information does not take into account the effect on Enable or Energy Transfer of any possible failure of the Merger to occur. None of Enable, Energy Transfer, or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Enable or Energy Transfer unitholder or other person regarding Enable’s or Energy Transfer’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the forecasted results will be achieved. The inclusion of the unaudited prospective financial information should not be deemed an admission or representation by Enable, Energy Transfer, their respective advisors or any other person that it is viewed as material information of Enable or Energy Transfer, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the unaudited prospective financial information included below is not being included to influence your decision whether to consent to the approval of the merger agreement or any other matter for which Enable is

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soliciting consents of the holders of Enable common units, but is being provided solely because certain of such information was among the financial information made available to and utilized in connection with the Enable General Partner Board’s or the Enable Conflicts Committee’s respective evaluations of the Merger and the other transactions contemplated by the merger agreement.

In light of the foregoing, and considering the uncertainties inherent in any forecasted information, holders of Enable common units are cautioned not to place undue reliance on such information, and Enable urges all holders of Enable common units to review Enable’s most recent SEC filings for a description of Enable’s reported financial results and Energy Transfer’s most recent SEC filings for a description of Energy Transfer’s reported financial results. See the section entitled “Where You Can Find More Information.”

Unaudited Prospective Financial Information Regarding Enable

In preparing the Enable unaudited prospective financial information described below, the management team of Enable assumed the following oil and natural gas prices (with oil prices based on NYMEX WTI pricing and natural gas prices based on Henry Hub pricing), in each case based on Enable management’s generated outlook for future commodity price levels as of January 5, 2021:

In addition to the assumptions above regarding commodity price environment, in developing the Enable unaudited prospective financial information, Enable’s management made numerous assumptions regarding Enable’s business, including, but not limited to:

The following table presents selected unaudited prospective financial data of Enable (referred to herein as the “Enable unaudited prospective financial information”):

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Unaudited Prospective Financial Information Regarding Energy Transfer

Energy Transfer provided unaudited prospective financial information of Energy Transfer on a standalone basis for years 2021 to 2023 to Enable (the “ET unaudited projections”). As part of Enable’s due diligence review of the ET unaudited projections, Enable’s management made certain adjustments to the ET unaudited projections based on Enable’s judgment and experience in the midstream industry (the “ET adjusted unaudited projections”), and also prepared unaudited prospective financial information for Energy Transfer on a pro forma basis for the years 2021 through 2023 by combining the Enable unaudited prospective financial information and the ET adjusted unaudited projections (the “ET adjusted unaudited pro forma projections” and, together with the ET unaudited projections and the ET adjusted unaudited projections, the “unaudited prospective financial information regarding Energy Transfer”).

ET Unaudited Projections

The ET unaudited projections provided by Energy Transfer management assumed the following oil and natural gas price prices (with oil prices based on NYMEX WTI pricing and natural gas prices based on Henry Hub pricing), in each case based on Energy Transfer management’s generated outlook for future commodity price levels as of January 5, 2021:

In addition to the assumptions above regarding the commodity price environment, Energy Transfer management made numerous assumptions regarding Energy Transfer’s business, including, but not limited to:

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The following table presents the ET unaudited projections provided by Energy Transfer’s management:

ET Adjusted Unaudited Projections

As part of Enable’s due diligence review of the ET unaudited projections, Enable’s management made certain adjustments to the ET unaudited projections based on Enable’s judgment and experience in the midstream

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industry. Enable management’s adjustments reflected lower levels of Adjusted EBITDA and Distributable Cash Flow attributable to partners over the years 2021 through 2023 to account for a range of potential risks to the ET unaudited projections provided by Energy Transfer management for Energy Transfer, including but not limited to:

The following table presents the Energy Transfer unaudited prospective financial information, as adjusted by Enable’s management (referred to as the “ET adjusted unaudited projections”):

Other Information

Enable management also prepared unaudited prospective financial information for Energy Transfer on a pro forma basis for the years 2021 through 2023 by combining the Enable unaudited prospective financial information and the ET adjusted unaudited projections (referred to as the “ET adjusted unaudited pro forma projections”). The ET adjusted unaudited pro forma projections give effect to the terms of the Merger including the LP Merger Consideration and the exchange of Enable Series A Preferred Units for Energy Transfer Series G Preferred Units and are prepared on a basis as if the Merger had occurred on January 1, 2021. Enable management did not include the impact of potential reductions in general and administrative costs on a pro forma prospective basis following the closing of the Merger nor the impact of potential commercial synergies resulting from the combination of the commercial operations of Enable and Energy Transfer following the closing of the Merger.

Certain of the measures included in the Enable unaudited prospective financial information and the unaudited prospective financial information regarding Energy Transfer are non-GAAP financial measures, including, but not limited to, Adjusted EBITDA, Distributable Cash Flow, Distributable Cash Flow attributable to partners, Unlevered Free Cash Flow and Distribution Coverage Ratio. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Enable and Energy Transfer are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies.

ENABLE AND ENERGY TRANSFER DO NOT INTEND TO, AND DISCLAIM ANY OBLIGATION TO, UPDATE, CORRECT OR OTHERWISE REVISE THE ENABLE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION OR THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION REGARDING ENERGY TRANSFER TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE OF THE MERGER AGREEMENT OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN

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THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE ENABLE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION OR THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION REGARDING ENERGY TRANSFER ARE NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM).

Interests of Enable’s Directors and Executive Officers in the Merger

You should be aware that aside from their interests as Enable common unitholders, Enable’s directors and executive officers have interests in the Merger that are different from, or in addition to, those of other Enable common unitholders generally. The members of the Enable General Partner Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the Merger. See the section above titled “—Background of the Merger,” and the section entitled “—Approval of the Enable Conflicts Committee and the Enable General Partner Board and Reasons for the Merger.” Enable’s common unitholders should take these interests into account in deciding whether to vote “FOR” the merger proposal. These interests are described in more detail below, and certain of them are quantified in the narrative and the table below.

Treatment of Equity-Based Awards

Under the merger agreement equity-based awards held by Enable directors and executive officers as of the effective time of the Merger will be treated at the effective time of the Merger as follows:

The number of unvested equity-based awards held by each independent director and executive officer of Enable as of March 2, 2021 is set forth below. For an estimate of the amounts that would be payable to each of Enable’s named executive officers upon the vesting and settlement of their unvested equity-based awards, see “—Quantification of Payments and Benefits to Enable’s Named Executive Officers” below. All awards to Enable

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independent directors are immediately vested, so there are no outstanding awards to independent directors. Non-independent directors (other than Rodney J. Sailor) are not eligible for these awards.

Change of Control Payments and Benefits

For purposes of the plan and agreements described below, the completion of the Merger will constitute a “change of control” as defined within the applicable documents.

Enable does not maintain employment agreements with its executive officers. However, Enable maintains the Enable Midstream Partners, LP Change of Control Plan (which we refer to as the “Enable change of control plan”) in which its executive officers are eligible to participate. The Enable change of control plan provides for certain “double trigger” payments and benefits, meaning that the payments or other benefits become due only if the executive officer’s employment is terminated not due to death or disability and without cause or by the executive for good reason (which we refer to as a “covered termination”) within two years after the occurrence of a change of control, which includes the merger.

The payments and benefits due to an executive officer under the Enable change of control plan upon a covered termination following a change of control are: (i) accrued but unpaid salary, earned but untaken vacation through the date of the covered termination and reimbursement of eligible expenses incurred through the date of the covered termination; (ii) a prorated bonus for the calendar year of the covered termination, payable in a lump sum no later than 60 days following the date of the covered termination; (iii) a lump sum cash payment in the amount of $25,000 for outplacement services payable no later than 60 days following the date of the covered termination; (iv) a lump sum cash payment in an amount equal to the greater of the executive officer’s base

salary plus target bonus determined immediately prior to the date on which the change of control occurs or base salary plus the target bonus determined immediately prior to the date of the covered termination (or as determined immediately prior to a reduction in base salary or target bonus if the covered termination is due to the executive officer’s termination due to good reason) times the executive’s change of control multiple payable no later than 60 days following the date of the covered termination; and (v) a lump sum cash payment in an amount equal to the sum of the employer’s portion of the annual premium for medical, dental and vision benefit coverage as in effect immediately prior to the date of the covered termination multiplied by the executive’s change of

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control multiple. The payments and benefits set forth in (ii)-(v) will be contingent on the executive officer’s execution of a release of claims in favor of Enable.

For purposes of the Enable change of control plan, the change of control multiple means 2.99 for Mr. Sailor, 2.0 for Messrs. Laws and Schroeder and Ms. Farmer, and 1.5 for Mr. Antoine.

For purposes of the Enable change of control plan, the term “cause” generally means the termination of an executive officer’s employment due to (i) willful and continued failure to perform his or her duties, (ii) willful failure to comply with any valid and legal directive of either the person to whom the executive officer reports or the Enable General Partner Board, (iii) conviction of or plea of guilty or nolo contendere to a misdemeanor involving moral turpitude or any felony, or (iv) willful engagement in misconduct that results in injury to Enable or its affiliates. For purposes of determining whether an action or omission is willful, an action or omission will not be considered willful unless done or omitted to be done in bad faith or without reasonable belief that the act or omission was in the vest interests of Enable or its affiliates.

Additionally, under the Enable change of control plan, the term “good reason” generally means, without the consent of the executive officer, the occurrence of one of the following: (i) a decrease in the executive officer’s base salary, target bonus or target incentive by more than ten percent (10%) (other than as a result of general across-the-board reductions applicable to all officers of the same level), (ii) a material reduction in the executive officer’s authority, duties or responsibilities, (iii) a permanent relocation of the executive officer’s principal residence as a requirement to maintain his or her officer position by more than 50 miles from the location at which the executive officer normally performed services immediately before the relocation, or (iv) any other action or inaction that constitutes a material breach by Enable of any employment agreement with the executive officer.

Pursuant to the terms of Enable’s performance unit awards, if a change of control occurs prior to the end of the performance period and if the executive is terminated (i) due to death, (ii) due to disability, (iii) by Enable during the two-year period following a change of control (which includes the Merger) for any reason other than for cause, or (iv) by the executive for good reason during the two-year period following a change of control (which includes the Merger) (which we refer to as a “qualifying termination”), then the executive will earn performance units equal to the greater of: (1) target or (2) actual performance.

Pursuant to the terms of Enable’s phantom units, if an executive is terminated due to (i) death, (ii) disability, (iii) by Enable during the two-year period following a change of control (which includes the Merger) for any reason other than for cause; or (iv) by the executive for good reason (which we refer to as a “qualifying termination”), the phantom units will immediately vest as of the date of the qualifying termination.

For purposes of the performance unit awards and phantom units (collectively the “Enable equity awards”), “cause” generally means the termination of an executive officer’s employment due to (i) a material act or willful misconduct that is materially detrimental to Enable or any affiliate; (ii) an act of dishonesty relating to the performance of the executive’s duties, habitual unexcused absence(s) from work, willful failure to perform duties in any material respect (other than any such failure resulting from incapacity due to physical or mental illness or disability), or gross negligence in the performance of duties resulting in material damage or injury to Enable or any affiliate, its reputation or goodwill; or (iii) any felony conviction or any conviction involving dishonesty, fraud or breach of trust (other than for a minor traffic violation or similar offenses).

For purposes of the Enable equity awards, “good reason” generally means, without consent of the executive officer, termination of the executive’s employment during the two-year period following a change of control due to one or more of the following conditions: (i) a material reduction in the executive’s authority, duties or responsibilities; (ii) a decrease in base salary by more than ten percent (10%); (iii) a decrease in target bonus opportunity by more than ten percent (10%); (iv) a decrease in target long term incentive compensation opportunity by more than ten percent (10%); (v) a relocation of principal office by more than fifty (50) miles

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away from the location of principal office on the date of the change of control; or (vi) any other action or inaction that constitutes a material breach by Enable of any written agreement under which the executive provides services.

Annual Bonuses

The merger agreement provides that where the effective time occurs after July 1, 2021, then Energy Transfer will, as soon as practicable following the effective time, pay annual incentive bonuses for the 2021 calendar year under the Enable Short Term Incentive Plan in an amount equal to the higher of actual performance or target and prorated for the portion of the 2021 calendar year that occurs prior to the effective time. However, where the effective time occurs prior to July 1, 2021, then no prorated annual incentive bonuses will be paid in connection with the merger and employees will be eligible for annual bonuses for 2021 under the terms of Energy Transfer’s applicable short-term incentive plans as if they had been employed with Energy Transfer and its subsidiaries from January 1, 2021. Any prorated bonus under this provision of the merger agreement will offset any prorated bonus under the Enable change of control plan as described below under “Quantification of Payments and Benefits to Enable’s Named Executive Officers.”

Indemnification and Insurance

Pursuant to the terms of the merger agreement, Enable’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies from the surviving corporation. Such indemnification is further described in the section entitled “The Merger Agreement—Indemnification and Insurance.”

Quantification of Payments and Benefits to Enable’s Named Executive Officers

Item 402(t) of Regulation S-K requires disclosure of compensation arrangements or understandings with Enable’s named executive officers that are based on or otherwise related to the merger, whether present, deferred or contingent. The individuals disclosed within this section and referred to as the “named executive officers” are Enable’s principal executive officer, principal financial officer and three most highly compensated executive officers other than the principal executive officer and principal financial officer for Enable’s most recently completed fiscal year.

The table set forth below includes the amount of payments and benefits that each of Enable’s named executive officers could potentially receive that is based on or otherwise relates to the Merger under the merger agreement and any other plan, agreement or arrangement. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the merger-related compensation payable to Enable named executive officers. These payments include the payments described above and are not in addition to those described in previous sections. The amounts presented in the table below do not necessarily represent what each named executive officer will actually receive, and are calculated based on particular assumptions, as outlined below. These payments are specifically identified in this fashion to allow for a non-binding, advisory vote of Enable’s common unitholders regarding these payments and benefits.

The amounts in the table below were calculated using the following assumptions: (i) the consummation of the Merger occurs on March 15, 2021 (which is the assumed date solely for purposes of this golden parachute compensation disclosure), (ii) the value of accelerated equity awards is determined by multiplying the number of Enable common units subject to each Enable equity award outstanding as of March 15, 2021 by $5.86, (the exchange ratio multiplied by Energy Transfer’s common unit closing price on Friday, February 12, 2021), (iii) the employment of each of the named executive officers will be terminated by Enable on March 15, 2021 in a manner that constitutes a covered termination under Enable’s change of control plan or a qualifying termination under the Enable equity awards (iv) each named executive officer has properly executed any documents and

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complied with all requirements necessary in order to receive the benefits noted below (including, for example, execution and non-revocation of a release of claims), and (v) the named executive officer’s base salary and annual target bonus remain unchanged from those in place as of March 15, 2021. Some of the assumptions used in the table below are subject to change and, as a result, the actual amounts to be received by any of the individuals below may differ from the amounts set forth below.

Change of Control Compensation