ENABLE MIDSTREAM PARTNERS, LP
One Leadership Square
211 North Robinson Avenue, Suite 950
Oklahoma City, Oklahoma 73102
February 21, 2014
Via EDGAR and Fedex
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Washington, D.C. 20549
| Attn: | Mara L. Ransom, Assistant Director |
| Division of Corporation Finance |
| Re: | Enable Midstream Partners, LP |
| Amendment No. 1 to Registration Statement on Form S-1 |
| Filed January 21, 2014 |
| File No. 333-192542 |
Ladies and Gentlemen:
Set forth below is the response of Enable Midstream Partners, LP, a Delaware limited partnership (“we” or the “Partnership”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 6, 2014 with respect to the Partnership’s Registration Statement on Form S-1 initially filed with the Commission on November 26, 2013, File No. 333-192542 (as amended, the “Registration Statement”).
Concurrently with the submission of this letter, the Partnership has filed through EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”). For your convenience, we have hand delivered five copies of this letter, as well as five copies of Amendment No. 2 marked to show all changes made since the filing of Amendment No. 1 to the Registration Statement.
For your convenience, our response is prefaced by the exact text of the Staff’s corresponding comment in bold text.
Securities and Exchange Commission
February 21, 2014
Page 2
Index to Financial Statements
Enable Midstream Partners, LP
Combined Statements of Income, page F-13
| 1. | ASC 260-10-15-2 requires the presentation of EPS by an entity that has made a filing or is in the process of filing with a regulatory agency in preparation for the sale of certain securities in a public market. Based on this guidance, as you intend to update your historical financial statements for the year ended December 31, 2013, please confirm you will include historical EPS for relevant periods of Enable Midstream Partners LP. |
Response: We acknowledge the Staff’s comment and confirm that we have revised the Registration Statement to include historical EPS for relevant periods. Please see page F-16 of Amendment No. 2.
Securities and Exchange Commission
February 21, 2014
Page 3
If you have any questions with respect to the foregoing response or require further information, please contact the undersigned at (405) 525-7788, Gerald M. Spedale of Baker Botts L.L.P. at (713) 229-1734 or Robert J. Joseph of Jones Day at (312) 269-4176.
| Very truly yours, | ||
| ENABLE MIDSTREAM PARTNERS, LP | ||
| By: | Enable GP, LLC, its general partner | |
| By: | /s/ Lynn L. Bourdon, III | |
| Lynn L. Bourdon, III President and Chief Executive Officer | ||
Enclosures
| CC: | Dietrich A. King, Securities and Exchange Commission |
| Jennifer Lopez-Molina, Securities and Exchange Commission |
| Jarrett Torno, Securities and Exchange Commission |
| Jennifer Thompson, Securities and Exchange Commission |
| Gerald M. Spedale, Baker Botts L.L.P. |
| Jason A. Rocha, Baker Botts L.L.P. |
| Robert J. Joseph, Jones Day |
| Sean T. Wheeler, Latham & Watkins LLP |
| Ryan J. Maierson, Latham & Watkins LLP |