Energy Transfer LP (NYSE:ET) entered into a definitive merger agreement to acquire Enable Midstream Partners, LP (NYSE:ENBL) from OGE Energy Corp. (NYSE:OGE), CenterPoint Energy, Inc. (NYSE:CNP) and others for $2.6 billion on February 16, 2021. Energy Transfer will acquire Enable in an all-equity transaction valued at approximately $7.2 billion. Under the terms of the agreement, Enable common unitholders will receive 0.8595 ET common units for each Enable common unit. In addition, each outstanding Enable Series A preferred unit will be exchanged for 0.0265 Series G preferred units of Energy Transfer. The transaction will include a $10 million cash payment for Enable's general partner. Upon closing, Enable unitholders are expected to own approximately 12 percent of Energy Transfer's outstanding common units. In case of termination, Enable will pay ET a termination fee of $97.5 million.

The transaction is subject to the satisfaction of customary closing conditions, including adoption of the Merger Agreement by holders of a majority of the outstanding Partnership Common Units, voting as a single class, entitled to vote thereon, Hart Scott Rodino Act clearance, registration statement effectiveness and listing/approval of ew shares on stock exchange. The transaction is contingent on the completion of the merger of Energy Transfer LP and Energy Transfer Operating, L.P. The transaction has been unanimously approved by the Board of Directors of ET and the Conflicts Committee and the Board of Directors of Enable. The two largest unitholders of Enable, OGE Energy Corp. and CenterPoint Energy, Inc., which also control the General Partner of Enable, have entered into support agreements, pursuant to which they have agreed to vote their Enable units in favor of the merger, upon effectiveness of the S-4 Registration Statement with the SEC. As of April 7, 2021, registration statement on form S-4 declared effective. As of April 12, 2021, CenterPoint Energy, Inc. and OGE Energy Corp, the majority shareholders of Enable, approved the transaction. On May 12, 2021, the Partnership and Energy Transfer each received a request for additional information and documentary material (the “Second Request”) from the FTC in connection with the FTC's review of the transactions contemplated by the Merger Agreement. The effect of Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Partnership and Enable have certified substantial compliance with Second Request, unless that period is extended voluntarily or terminated sooner by FTC. We continue to believe that the FTC will grant clearance of the transaction, and we remain fully committed to closing the Enable merger under the terms of the merger agreement. The transaction is expected to close in mid-2021. As of May 6, 2021, transaction is expected to close in the second half of 2021. As of November 1, 2021, the transaction is expected to close in the fourth quarter of 2021. The transaction is expected to be immediately accretive to free cash flow post-distributions.

Citi and RBC Capital Markets acted as financial advisors to Energy Transfer. William N. Finnegan, Kevin M. Richardson, Tim Fenn, Bryant Lee, Larry Stein, Craig Kornreich, Pamela Kellet, Jason Cruise, Peter Todaro, Joel Mack, Joshua Marnitz, Eugene Elrod and Adam Kestenbaum of Latham & Watkins LLP acted as legal counsels to Energy Transfer. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to Enable. David P. Oelman, Stephen M. Gill, Scott D. Rubinsky, Ryan Carney, Debra Duncan, Shane Tucker, Sean Becker, Hill Wellford, David Smith, Darin Schultz, Dan Spelkin, Jay Seegers, Andrew Beach, Matthew Dobbins, Brandon Tuck, Palmina Fava, Elizabeth McIntyre, Devika Kornbacher and Julia Sanabria of Vinson & Elkins LLP acted as counsels to Enable. Intrepid Partners, LLC acted as financial advisor and provided fairness opinion to Enable. Richards, Layton & Finger, PA acted as legal counsel to Enable's conflicts committee. J.P. Morgan Securities LLC served as financial advisor and Baker Botts L.L.P. and Wachtell, Lipton, Rosen & Katz acted as legal advisors for CenterPoint Energy. Lazard and Morgan Stanley & Co. LLC acted as financial advisor and Jeff Schlegel and Lyle Ganske of Jones Day acted as legal advisors for OGE. MacKenzie Partners, Inc acted as proxy solicitor to Enable Midstream Partners. Enable will pay MacKenzie Partners, Inc. a fee of approximately $17,500 as compensation for its services. Hillary H. Holmes of Gibson, Dunn & Crutcher LLP acted as financial advisor to Intrepid Partners, LLC and Broker's Counsel. American Stock Transfer & Trust Company, LLC is acting as transfer agent to Energy Transfer. Cleary Gottlieb acted as legal advisor to Goldman Sachs & Co. LLC.

Energy Transfer LP (NYSE:ET) completed the acquisition of Enable Midstream Partners, LP (NYSE:ENBL) from OGE Energy Corp. (NYSE:OGE), CenterPoint Energy, Inc. (NYSE:CNP) and others on December 2, 2021. Effective with the opening of market on December 3, 2021, Enable's common units will discontinue trading on NYSE as a result of acquisition. The completion of transaction is immediately accretive to Energy Transfer and furthers Energy Transfer's deleveraging efforts.