UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM 10-Q/A
(Amendment No. 1)
_______________________________________
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission File No. ______
_______________________________________
ENABLE MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware | 72-1252419 | |
(State or jurisdiction of incorporation or organization) | (I.R.S. Employer 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
_______________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¨ Yes þ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | þ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No
At May 1, 2014, there were 207,851,430 common units and 207,855,430 subordinated units outstanding.
Explanatory Note
This Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Enable Midstream Partners, LP for the quarterly period ended March 31, 2014, originally filed with the Securities and Exchange Commission on May 15, 2014 (the “Form 10-Q”), is being filed solely to furnish the exhibits listed in the Exhibit Index hereto, which provide certain items from the Form 10-Q formatted in eXtensible Business Reporting Language (“XBRL”). The Amendment is being filed within the 30-day grace period provided by Rule 405(a)(2) of Regulation S-T.
No other changes have been made to the Form 10-Q except for the furnishing of the exhibits described above. The Amendment does not reflect subsequent events occurring after the filing date of the Form 10-Q or modify or update any disclosures set forth in the Form 10-Q.
Item 6. Exhibits
The following exhibits are filed herewith:
Exhibits not incorporated by reference to a prior filing are designated by a cross (+); all exhibits not so designated are incorporated by reference to a prior filing as indicated.
Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about Enable Midstream Partners, LP, any other persons, any state of affairs or other matters.
Exhibit Number | Description | Report or Registration Statement | SEC File or Registration Number | Exhibit Reference | ||
2.1 | Master Formation Agreement dated as of March 14, 2013 by and among CenterPoint Energy, Inc., OGE Energy Corp., Bronco Midstream Holdings, LLC and Bronco Midstream Holdings II, LLC | Registrant’s registration statement on Form S-1, filed on November 26, 2013 | File No. 333-192545 | Exhibit 2.1 | ||
3.1 | Certificate of Limited Partnership of CenterPoint Energy Field Services LP, as amended | Registrant’s registration statement on Form S-1, filed on November 26, 2013 | File No. 333-192545 | Exhibit 3.1 | ||
3.2 | Second Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP | Registrant's Form 8-K filed April 22,2014 | File No. 1-36413 | Exhibit 3.1 | ||
4.1 | Specimen Unit Certificate representing common units (included with Second Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP as Exhibit A thereto) | Registrant's Form 8-K filed April 22,2014 | File No. 1-36413 | Exhibit 3.1 | ||
10.1 | First Amendment and Waiver to Revolving Credit Agreement dated as of January 23, 2014 by and among Enable Midstream Partners, LP, the lenders party thereto and Citibank, N.A., as agent | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on February 21, 2014 | File No. 333-192545 | Exhibit 10.16 | ||
10.2 | First Amendment and Wavier to Term Loan Agreement dated as of January 23, 2014 by and among Enable Midstream Partners, LP, the lenders party thereto and Citibank, N.A. as agent | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on February 21, 2014 | File No. 333-192545 | Exhibit 10.17 | ||
10.3 | Enable Midstream Partners, LP Long Term Incentive Plan | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on March 17, 2014 | File No. 333-192545 | Exhibit 10.18 | ||
10.4 | Enable Midstream Partners, LP Short Term Incentive Plan | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on March 17, 2014 | File No. 333-192545 | Exhibit 10.19 | ||
10.5 | Form of Performance Unit Award Agreement | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on March 26, 2014 | File No. 333-192545 | Exhibit 10.20 | ||
10.6 | Form of Restricted Unit Grant Agreement for CEO IPO Unit Grant | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on March 26, 2014 | File No. 333-192545 | Exhibit 10.21 | ||
10.7 | Form of Restricted Unit Grant Agreement for CFO IPO Unit Grant | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on March 26, 2014 | File No. 333-192545 | Exhibit 10.22 | ||
10.8 | Form of Restricted Unit Grant Agreement for the CEO Additional Payment Unit Grant | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on March 26, 2014 | File No. 333-192545 | Exhibit 10.23 | ||
10.9 | Form of Restricted Unit Grant Agreement for the CFO Additional Payment Unit Grant | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on March 26, 2014 | File No. 333-192545 | Exhibit 10.24 | ||
10.10 | Form of Phantom Unit Grant Agreement | Amendment No. 4 to the Registrant’s registration statement on Form S-1, filed on March 26, 2014 | File No. 333-192545 | Exhibit 10.25 | ||
31.1 | Rule 13a-14(a)/15d-14(a) Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Previously filed as an exhibit to the Quarterly Report on Form 10-Q of Enable Midstream Partners, LP for the quarterly period ended March 31, 2014, filed on May 15, 2014. | ||||
31.2 | Rule 13a-14(a)/15d-14(a) Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Previously filed as an exhibit to the Quarterly Report on Form 10-Q of Enable Midstream Partners, LP for the quarterly period ended March 31, 2014, filed on May 15, 2014. | ||||
32.1 | Section 1350 Certification of principal executive officer | Previously filed as an exhibit to the Quarterly Report on Form 10-Q of Enable Midstream Partners, LP for the quarterly period ended March 31, 2014, filed on May 15, 2014. | ||||
32.2 | Section 1350 Certification of principal financial officer | Previously filed as an exhibit to the Quarterly Report on Form 10-Q of Enable Midstream Partners, LP for the quarterly period ended March 31, 2014, filed on May 15, 2014. | ||||
+101.INS | XBRL Instance Document. | |||||
+101.SCH | XBRL Taxonomy Extension Schema Document. | |||||
+101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||
+101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |||||
+101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||||
+101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||
_____________________
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 furnished hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
ENABLE MIDSTREAM PARTNERS, LP | |||
(Registrant) | |||
By: ENABLE GP, LLC | |||
Its general partner | |||
Date: June 2, 2014 | By: | /s/ Tom Levescy | |
Tom Levescy | |||
Senior Vice President, Chief Accounting Officer and Controller | |||
(Principal Accounting Officer) | |||