Item 8.01. Other Events. Enable Merger
On
At closing, Energy Transfer will acquire 100% of Enable's outstanding equity
interests, 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 will also receive
Support Agreement
Contemporaneously with the execution of the Merger Agreement, each of the
Company and OGE Energy Corp., an
--------------------------------------------------------------------------------
(as defined in the Merger Agreement) has been declared effective by the
Pursuant to the Support Agreements, neither of the Sponsors nor any of their representatives are permitted to solicit, initiate, knowingly encourage or knowingly facilitate any acquisition proposals or inquiries regarding the submission of an acquisition proposal or any inquiries regarding any transfer of limited liability company interests in the General Partner. Additionally, neither of the Sponsors nor any of their representatives are permitted to engage or participate in any discussions or negotiations regarding, or furnish any confidential information regarding or in connection with an acquisition proposal or any transfer of limited liability company interests in the General Partner.
A copy of the Company Support Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Company Support Agreement. It is not intended to provide any other factual information about the parties or their respective subsidiaries and affiliates. The Company Support Agreement contains representations and warranties by each of the parties to the Company Support Agreement, which were made only for purposes of the Company Support Agreement and as of a specified date. The representations, warranties and covenants in the Company Support Agreement were made solely for the benefit of the parties to the Company Support Agreement; may be subject to limitations agreed upon by the contracting parties; and may be subject to standards of materiality, applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Company Support Agreement, which subsequent information may or may not be fully reflected in the Company's disclosures.
Registration Rights Agreement
In addition, the Merger Agreement contemplates the execution and delivery of a Registration Rights Agreement (the "Registration Rights Agreement") by and among Energy Transfer, the Company and OGE to be executed by the parties thereto at the closing of the Mergers. A form of the Registration Rights Agreement was an exhibit to the Merger Agreement. The Registration Rights Agreement provides for customary resale registration, demand registration and piggy-back registration rights with respect to Energy Transfer common units issued to the Company and OGE in the LP Merger.
The Registration Rights Agreement described above is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement.
--------------------------------------------------------------------------------
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this Current Report are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this Report, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "objective," "plan," "potential," "predict," "projection," "should," "target," "will" or other similar words are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to: (1) the consummation of the Mergers, (2) receipt of Enable unitholder and regulatory approvals, (3) the completion of the Mergers, and (4) the expected timing of completion of the Mergers.
Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) receipt of unitholder approval and (2) the risk that the Partnership and Energy Transfer may be unable to obtain governmental and regulatory approvals required for the Mergers.
Item 7.01. Regulation FD Disclosure.
Press Release and Announcement
On
--------------------------------------------------------------------------------
Important Information for Investors and Unitholders
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
In connection with the proposed merger between Enable and a subsidiary of Energy
Transfer, Energy Transfer will file with the
Participants in the Solicitation
The Company, Energy Transfer, Enable and their respective directors and
executive officers of may be deemed to be participants in the solicitation of
proxies from the unitholders of Enable in connection with the proposed merger.
Information about (i) the directors and executive officers of the Company is set
forth in the Company's Definitive Proxy Statement on Schedule 14A which was
filed with the
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT NUMBER EXHIBIT DESCRIPTION 10.1 Support Agreement, dated as ofFebruary 16, 2021 , by and among Energy Transfer LP,Elk Merger Sub LLC ,Elk GP Merger Sub LLC ,Enable Midstream Partners, LP ,Enable GP, LLC andCenterPoint Energy, Inc. 10.2 Form of Registration Rights Agreement, to be dated as of the Closing Date, by and among Energy Transfer LP and certain unitholders ofEnable Midstream Partners, LP as set forth on Schedule I thereto. 99.1 Press Release issued by the Company onFebruary 17, 2021 announcing the Merger Agreement and the transactions contemplated therein. 99.2 Announcement issued by the Company onFebruary 17, 2021 announcing the Merger Agreement and the transactions contemplated therein. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
--------------------------------------------------------------------------------
© Edgar Online, source