UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2014
_______________________________________
ENABLE MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware | 1-36413 | 72-1252419 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
One Leadership Square | ||
211 North Robinson Avenue | ||
Suite 950 | ||
Oklahoma City, Oklahoma 73102 | ||
(Address of principal executive offices) | ||
(Zip Code) | ||
Registrant's telephone number, including area code: (405) 525-7788 | ||
_______________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities.
As previously reported, Enable Midstream Partners, LP (the "Partnership") owned a 24.95% interest in Southeast Supply Header, LLC ("SESH") and CenterPoint Energy Inc. ("CenterPoint Energy") indirectly owned a 25.05% interest in SESH that may be contributed to the Partnership upon exercise of certain put or call rights, under which CenterPoint Energy would contribute to the Partnership CenterPoint Energy’s retained interest in SESH for common units of the Partnership. Affiliates of Spectra Energy Corp own the remaining 50% interest in SESH. Also as previously reported, on May 13, 2014, CenterPoint Energy exercised its put right with respect to a 24.95% interest in SESH.
Pursuant to the put right, on May 30, 2014, the Partnership issued 6,322,457 common units representing limited partner interests in the Partnership in exchange for CenterPoint Energy's 24.95% interest in SESH. The issuance of the common units by the Partnership was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 as a transaction by the Partnership with CenterPoint Energy not involving a public offering.
Item 8.01 | Other Events. |
On June 2, 2014, the Partnership issued a press release announcing the acquisition of the above described 24.95% interest in SESH. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits | ||
Exhibit Number | Description | |
99.1 | Press release issued June 2, 2014 announcing the acquisition of additional interest in Southeast Supply Header (SESH) from CenterPoint Energy. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Enable Midstream Partners, LP | |
By: | Enable GP, LLC, |
its general partner | |
By: | /s/ Mark C. Schroeder |
Mark C. Schroeder | |
General Counsel | |
Date: June 2, 2014
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts: | Media | Investor | |
Brian Alford | John Laws | ||
(405) 553-6984 | (405) 530-7467 | ||
Enable Midstream Partners, LP announces acquisition of additional interest in the Southeast Supply Header from CenterPoint Energy
• | 286-mile interstate pipeline originates at the Perryville (La.) Hub and terminates in southeastern Alabama |
• | Acquisition expected to be accretive, adding $8-$9 million in distributable cash flow for 2014 |
• | Enable Midstream’s interest in SESH will increase to 49.90 percent from the 24.95 percent it held previously |
OKLAHOMA CITY - Enable Midstream Partners, LP (NYSE: ENBL) announced today that it has acquired from an affiliate of CenterPoint Energy Inc. (NYSE:CNP), an additional 24.95 percent interest in the Southeast Supply Header. SESH is a 286-mile interstate pipeline that originates at the Perryville (La.) Hub and terminates in southeastern Alabama near the Gulf Coast.
With the acquisition, Enable Midstream’s interest in SESH will increase to 49.90 percent from the 24.95 percent it held previously. The remaining 50 percent and 0.10 percent interests are owned by Spectra Energy Corp and a subsidiary of CenterPoint Energy, respectively. Arising from the original formation of Enable Midstream in May of 2013, CenterPoint Energy has certain put rights which may be exercised no earlier than May 2015; and Enable Midstream has certain call rights.
The acquisition is being funded by Enable Midstream’s issuance of approximately 6.3 million common units. Assuming SESH’s current forecasted distributions, the acquisition is expected to add $8-$9 million in distributable cash flow for 2014 and to be accretive on a per unit basis in 2015.
Exhibit 99.1
"The acquisition of this additional SESH interest is a step forward for our growth and brings additional high-quality earnings into our stream of distributable cash flows," said Lynn Bourdon, Enable Midstream’s president and chief executive officer.
As of December 31, 2013, the SESH system could transport 1.0 Bcf/d of natural gas to the pipeline’s end point in Alabama. The primary customers for SESH are companies that generate electricity using natural gas in the Florida market area. Service on SESH is largely provided under long-term, negotiated rate agreements with customers. Substantially all of SESH’s 1.0 Bcf/d capacity is contracted on a firm basis.
Enable Midstream owns, operates and develops strategically located natural gas and crude oil infrastructure assets. The company’s assets include approximately 11,000 miles of gathering pipelines, 12 major processing plants with approximately 2.1 billion cubic feet per day of processing capacity, approximately 7,900 miles of interstate pipelines (including Southeast Supply Header, LLC of which Enable Midstream owns 49.90 percent), approximately 2,300 miles of intrastate pipelines and eight storage facilities comprising 86.5 billion cubic feet of storage capacity. For more information visit EnableMidstream.com.
###