UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2021 (
(Exact name of registrant as specified in its charter)
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
Enable Merger
On December 2, 2021, Enable Midstream Partners, LP, a Delaware limited partnership (“Enable”), completed its previously announced merger with Elk Merger Sub LLC, a Delaware limited liability company (“Merger Sub”) and a direct wholly owned subsidiary of Energy Transfer LP, a Delaware limited partnership (“Energy Transfer”), pursuant to the Agreement and Plan of Merger dated as of February 16, 2021 (the “Merger Agreement”) by and among Enable, Energy Transfer, Merger Sub, Elk GP Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Energy Transfer (“GP Merger Sub”), Enable GP, LLC, a Delaware limited liability company and the sole general partner of Enable (the “General Partner”), and, solely for the purposes of Section 2.1(a)(i) therein, LE GP, LLC, a Delaware limited liability company and sole general partner of Energy Transfer, and solely for the purposes of Section 1.1(b)(i) therein, CenterPoint Energy, Inc., a Texas corporation (the “Company”).
Pursuant to the terms of the Merger Agreement, (i) Merger Sub merged with and into Enable (the “LP Merger”), with Enable surviving the LP Merger as a wholly owned subsidiary of Energy Transfer, (ii) GP Merger Sub merged with and into the General Partner (the “GP Merger” and, together with the LP Merger, the “Mergers”), with the General Partner surviving the GP Merger as a direct wholly owned subsidiary of Energy Transfer and (iii) the Company contributed, assigned, transferred, conveyed and delivered to Energy Transfer, and Energy Transfer acquired, assumed, accepted and received from the Company, all of the Company’s right, title and interest in each 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Unit representing a limited partner interest in Enable (the “Enable Series A Preferred Units”) issued and outstanding at such time in exchange for 0.0265 newly issued 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units of Energy Transfer (the “Energy Transfer Series G Preferred Units”).
At the closing of the Mergers, Energy Transfer acquired 100% of Enable’s outstanding common units, resulting in the exchange of Enable common units owned by the Company at the transaction exchange ratio of 0.8595x Energy Transfer common units for each Enable common unit. The Company also received $5 million in cash in exchange for its interest in the General Partner and approximately $385 million liquidation preference of Energy Transfer Series G Preferred Units in exchange for $363 million of Enable Series A Preferred Units owned by the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CENTERPOINT ENERGY, INC. | ||||||
| Date: December 7, 2021 | By: | /s/ Kristie L. Colvin | ||||
| Kristie L. Colvin | ||||||
| Senior Vice President and Chief Accounting Officer | ||||||