ENABLE MIDSTREAM PARTNERS, LP (NYSE:ENBL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Underwriting Agreement
On March6, 2017, Enable Midstream Partners, LP (the Partnership)
entered into an underwriting agreement (the Underwriting
Agreement) for the public offering of $700,000,000 aggregate
principal amount of its 4.400% Senior Notes due 2027 (the Notes),
at a price to the public of 99.615% of their face value. The
offering closed on March9, 2017.
The offering of the Notes was registered under the Securities Act
of 1933, as amended (the Securities Act), to the Partnerships
Registration Statement on Form S-3 (Registration No.333-204002),
as amended, and to the prospectus dated May8, 2015, as
supplemented by the prospectus supplement dated March6, 2017 (the
Prospectus Supplement).
The Underwriting Agreement contains customary representations and
warranties of the parties as well as indemnification and
contribution provisions under which the Partnership, on one hand,
and the underwriters, on the other, have agreed to indemnify each
other against certain liabilities, including liabilities under
the Securities Act.
The Partnership intends to use the net proceeds from this
offering for general partnership purposes, including to repay
amounts outstanding under its revolving credit facility.
The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the full text of the
agreement, a copy of which is filed herewith as Exhibit 1.1 to
this report and is incorporated by reference herein.
As more fully described under the caption Underwriting in the
Prospectus Supplement, the underwriters and their affiliates
have, from time to time, performed, and may in the future
perform, various financial advisory and investment banking
services for the Partnership, for which they received or will
receive customary fees and reimbursement of expenses. Affiliates
of certain of the underwriters are lenders, and in some case
agents or managers for the lenders, under our revolving credit
facility and, as a result, will receive a portion of the net
proceeds of this offering. U.S. Bancorp Investments, Inc., one of
the underwriters, is an affiliate of the trustee.
Second Supplemental Indenture for 4.400% Senior Notes
due 2027
The Notes are to be issued to the Indenture (the Base Indenture)
dated May27, 2014 by and between the Partnership, on one hand,
and U.S. Bank National Association as trustee (the Trustee) on
the other, as supplemented by the Second Supplemental Indenture
thereto, dated March9, 2017 (as so supplemented, the Indenture).
The Indenture contains covenants that limit the Partnerships
ability to, among other things, incur certain liens securing
indebtedness, engage in certain sale and leaseback transactions,
and enter into certain consolidations, mergers, conveyances,
transfers or leases of all or substantially all of the
Partnerships assets.
The descriptions of the Notes and the Indenture are included in
the Prospectus Supplement and are incorporated herein by
reference. The foregoing description of the Indenture is
qualified in its entirety by reference to the full text of the
Indenture, copies of which are filed herewith as Exhibits 4.1 and
4.2 to this report and are incorporated by reference herein.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
The information
set forth in Item 1.01 above with respect to the Notes, the
Indenture and the Underwriting Agreement is hereby incorporated
by reference into this Item 2.03, insofar as it relates to the
creation of a direct financial obligation.
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| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 |
Underwriting Agreement dated March6, 2017, among the Partnership and Citigroup Global Markets Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC as representatives of the several underwriters named in Schedule I thereto. |
|
| 4.1 |
Indenture, dated as of May27, 2014, between the Partnership and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Partnership filed on May29, 2014). |
|
| 4.2 |
Second Supplemental Indenture, to be dated as of March9, 2017, between the Partnership and U.S. Bank National Association, as trustee. |
|
| 4.3 |
Form of 4.400% Senior Note due 2027 (included in Exhibit 4.2). |
|
| 5.1 | Opinion of Baker Botts L.L.P. | |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges. | |
| 23.1 | Consent of Baker Botts L.L.P. (included in Exhibit 5.1). |
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About ENABLE MIDSTREAM PARTNERS, LP (NYSE:ENBL)
Enable Midstream Partners LP owns, operates and develops strategically located natural gas and crude oil infrastructure assets. The Company operates in two business segments: Gathering and Processing, and Transportation and Storage. It serves production areas in the United States, including several unconventional shale resource plays, and local and regional end user markets in the United States. Its Gathering and processing segment provides natural gas gathering, processing and fractionation services and crude oil gathering for producer customers. Its natural gas gathering and processing assets are located in over five states. Its Transportation and storage segment provides interstate and intrastate natural gas pipeline transportation and storage service to natural gas producers, utilities and industrial customers. Its natural gas transportation and storage assets extend from western Oklahoma and the Texas Panhandle to Alabama and from Louisiana to Illinois. ENABLE MIDSTREAM PARTNERS, LP (NYSE:ENBL) Recent Trading Information
ENABLE MIDSTREAM PARTNERS, LP (NYSE:ENBL) closed its last trading session down -0.09 at 16.01 with 264,377 shares trading hands.