ENABLE MIDSTREAM PARTNERS, LP (NYSE:ENBL) Files An 8-K Entry into a Material Definitive Agreement

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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 November 22, 2016, Enable Midstream Partners, LP (the
Partnership) entered into an Underwriting Agreement (the
Underwriting Agreement), by and among the Partnership and Enogex
Holdings LLC (the Selling Unitholder), on the one hand, and
Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, on
the other hand, as representatives of the several underwriters
listed in Schedule II thereto (the Underwriters), providing for
the offer and sale (the Offering) by the Partnership, and the
purchase by the Underwriters, of 10,000,000 common units
representing limited partner interests in the Partnership (Common
Units) at a price to the public of $14.00 per Common Unit and an
option for a period of 30 days (the Option) to purchase up to an
additional 1,500,000 Common Units (75,719 Common Units from the
Partnership and 1,424,281 Common Units from the Selling
Unitholder) (the Additional Units) on the same terms.On November
23, 2016, the Underwriters exercised their option to purchase the
Additional Units in full.

The Offering is registered under the Securities Act of 1933, as
amended (the Securities Act), to a shelf registration statement
on Form S-3 (File No.333-204002) (the Registration Statement),
which became effective automatically upon filing with the
Securities and Exchange Commission on May8, 2015. The Offering
was made under the prospectus supplement dated November 22, 2016
(the Prospectus Supplement), and the accompanying prospectus,
dated May8, 2015, constituting a part of the Registration
Statement.

The Underwriting Agreement contains customary representations,
warranties and agreements of the parties, and customary
conditions to closing, obligations of the parties and termination
provisions. The Partnership and Selling Unitholder have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act, and to contribute to
payments the Underwriters may be required to make in respect of
those liabilities.

The Offering, including with respect to the Underwriters option
to purchase the Additional Units, is expected to close on
November 29, 2016, subject to customary closing conditions. The
Partnership expects to receive proceeds (net of underwriting
discounts and structuring fees and estimated offering expenses)
from the Offering of approximately $137 million. As described in
the Prospectus Supplement, the Partnership intends to use the net
proceeds from the Offering for general partnership purposes.

The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated
into this Item1.01 by reference.

Relationships

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.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number

Description

1.1 Underwriting Agreement dated November 22, 2016, by and among
Enable Midstream Partners, LP, Enogex Holdings LLC, Citigroup
Global Markets 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.


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 -0.24 at 14.24 with 354,095 shares trading hands.