ENABLE MIDSTREAM PARTNERS, LP (NYSE:ENBL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On May12, 2017, Enable Midstream Partners, LP (the Partnership)
entered into an ATM Equity Offering Sales Agreement (the Sales
Agreement) by and among the Partnership, on the one hand, and
Merrill Lynch, Pierce, Fenner Smith Incorporated , Barclays
Capital Inc., Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman
Sachs Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA
LLC, Morgan Stanley Co. LLC, MUFG Securities Americas Inc., RBC
Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. and Wells
Fargo Securities, LLC (each an Agent and collectively, the
Agents), on the other hand. to the terms of the Sales Agreement,
the Partnership may sell from time to time through the Agents, as
the Partnerships sales agents, the Partnerships common units
representing limited partner interests having an aggregate
offering price of up to $200,000,000 (the Common Units). The
sales, if any, of the Common Units under the Sales Agreement will
be made by any method permitted that is deemed an at the market
offering as defined in Rule 415 under the Securities Act,
including ordinary brokers transactions on the New York Stock
Exchange, to or through a market maker or directly on or through
an electronic communications network, at market prices prevailing
at the time of sale, at prices related to prevailing market
prices or at negotiated prices, in block transactions, or as
otherwise as agreed upon by one or more of the sales agents and
the Partnership.
Under the terms of the Sales Agreement, the Partnership may also
sell Common Units to one or more of the Agents as principal for
such Agents own account at a price agreed upon at the time of
sale. If the Partnership sells Common Units to one or more of the
Agents as principal, the Partnership will enter into a separate
agreement with such Agent and the Partnership will describe such
agreement in a separate prospectus supplement or pricing
supplement.
The offering has been registered under the Securities Act of
1933, as amended (the Securities Act), to the Partnerships shelf
registration statement on Form S-3 (Registration No.333-215670),
as supplemented by the Prospectus Supplement dated May12, 2017
relating to the sale of the Common Units (the Prospectus
Supplement).
The Sales Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Partnership and the Agents have agreed
to indemnify each other against certain liabilities, including
liabilities under the Securities Act.
The Partnership expects to use the net proceeds from any sale of
the Common Units for general partnership purposes, which may
include, among other things, repaying all or a portion of the
Partnerships indebtedness outstanding under its revolving credit
facility or commercial paper program at the time and funding
working capital, capital expenditures or acquisitions.
As more fully described under the caption Plan of Distribution in
the Prospectus Supplement, from time to time, the Agents and
their affiliates have provided, directly or indirectly,
investment and commercial banking or financial advisory services
to the Partnership and its affiliates, for which they have
received customary fees and commissions, and they expect to
provide these services to the Partnership and its affiliates in
the future, for which they expect to receive customary fees and
commissions.
The Sales Agreement and the above descriptions have been included
to provide investors and security holders with information
regarding the terms of the Sales Agreement. They are not intended
to provide any other factual information about the Partnership or
its subsidiaries, affiliates, businesses or equity holders.
The representations, warranties and covenants contained in the
Sales Agreement were made only for purposes of that agreement and
as of specific dates; were solely for the benefit of the parties
to the Sales Agreement; and may be subject to limitations agreed
upon by the parties, including being qualified by confidential
disclosures made by each contracting party to the other as a way
of allocating contractual risk between them that differ from
those applicable to investors. Moreover, the subject matter of
the representations and warranties are subject to more recent
developments. Accordingly, investors should be aware that these
representations, warranties and covenants or any description
thereof alone may not describe the actual state of affairs of the
Partnership or its subsidiaries, affiliates, businesses or equity
holders as of the date they were made or at any other time.
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The foregoing description and the description contained in the
Prospectus Supplement are not complete and are qualified in their
entirety by reference to the full text of the Sales Agreement, a
copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K, and is incorporated herein by reference.
Legal opinions relating to the Common Units are included as
Exhibits 5.1 and 8.1 to this Current Report.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 |
ATM Equity Offering Sales Agreement, dated May12, 2017, by and among Enable Midstream Partners, LP and Merrill Lynch, Pierce, Fenner Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC. |
|
| 5.1 |
Opinion of Baker Botts L.L.P. as to the legality of the securities being registered. |
|
| 8.1 | Opinion of Baker Botts L.L.P. relating to tax matters. | |
| 23.1 | Consent of Baker Botts L.L.P. (included in Exhibit 5.1). | |
| 23.2 | Consent of Baker Botts L.L.P. (included in Exhibit 8.1). |
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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 up +0.03 at 16.74 with 96,294 shares trading hands.