8-KLeadership ChangesAcquisitions & DispositionsRegulation FD+1

Energy Transfer LP 8-K Report, Acquisition Completed (Dec 3, 2021)

Filed December 3, 2021For Securities:ETET-PI

Summary

Energy Transfer LP (ET) has officially completed its acquisition of Enable Midstream Partners, LP, as of December 2, 2021. This merger, detailed in the Agreement and Plan of Merger, consolidates Enable under ET's ownership, with Enable operating as a wholly owned subsidiary. The transaction involved an exchange of Enable common units for ET common units at a ratio of 0.8595 ET common units per Enable common unit, and a cash payment of $10 million to holders of Enable's General Partner interests. In conjunction with the merger, ET has entered into a registration rights agreement with former Enable sponsors, CenterPoint Energy, Inc. (CNP) and OGE Energy Corp., granting them customary rights to require ET to register and potentially underwrite their newly acquired ET common units. This move signifies the full integration of Enable into ET's operations and capital structure. Additionally, ET announced the upcoming retirement of its Chief Operating Officer, Matthew S. Ramsey, effective April 1, 2022, though he will remain on the Board of Directors.

Key Highlights

  • 1Completion of the acquisition of Enable Midstream Partners, LP by Energy Transfer LP on December 2, 2021.
  • 2Enable Midstream Partners, LP is now a wholly owned subsidiary of Energy Transfer LP.
  • 3Enable common unitholders received 0.8595 ET common units for each Enable common unit owned.
  • 4Holders of Enable's General Partner interests received an aggregate of $10 million in cash.
  • 5Energy Transfer LP entered into a registration rights agreement with CenterPoint Energy, Inc. and OGE Energy Corp.
  • 6Chief Operating Officer Matthew S. Ramsey announced his intention to retire effective April 1, 2022, and will remain on the Board of Directors.

Frequently Asked Questions

The primary event is the completion of Energy Transfer LP's (ET) acquisition of Enable Midstream Partners, LP (Enable), which became effective on December 2, 2021. Enable is now a wholly owned subsidiary of ET.

Enable common unitholders received 0.8595 common units of Energy Transfer LP for each common unit of Enable they held. Holders of Enable's General Partner interests received an aggregate of $10 million in cash.

The registration rights agreement, entered into with CenterPoint Energy, Inc. and OGE Energy Corp. (former Enable sponsors), grants them customary rights to require ET to file registration statements for their ET common units received in the merger. This facilitates their ability to resell these units in the public market.

Yes, Energy Transfer LP's Chief Operating Officer, Matthew S. Ramsey, has announced his intention to retire effective April 1, 2022. He will continue to serve as a member of ET's Board of Directors.