CENTERPOINT ENERGY INC - 02 Dec 2021 Form 4 Insider Report for Enable Midstream Partners, LP

Footnote F1

On December 2, 2021, pursuant to the Agreement and Plan of Merger dated as of February 16, 2021 (the "Merger Agreement") by and among Enable Midstream Partners, LP (the "Issuer"), Energy Transfer LP, a Delaware limited partnership ("Energy Transfer"), Elk Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Energy Transfer ("LP 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 the Issuer (the "General Partner"), 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 ("LE GP"),

Footnote F2

(Continued from footnote 1) and, solely for purposes of Section 1.1(b)(i) therein, CenterPoint Energy, Inc., a Texas corporation ("CenterPoint Energy"), (i) LP Merger Sub merged with and into the Issuer (the "LP Merger"), with the Issuer surviving the LP Merger as a wholly owned subsidiary of Energy Transfer (the "Surviving Entity"), (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 (the "GP Surviving Entity") and (iii) CenterPoint Energy contributed, assigned, transferred,

Footnote F3

(Continued from footnote 2) conveyed and delivered to Energy Transfer, and Energy Transfer acquired, assumed, accepted and received from CenterPoint Energy, all of CenterPoint Energy'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 the Issuer (the "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. Pursuant to the Mergers, CenterPoint Energy Midstream, Inc. ("CNP Midstream") and CenterPoint Energy are filing this "exit" Form 4 to report that they are no longer the beneficial owners or record holders of securities of the Issuer.

Footnote F4

In connection with the LP Merger, at the effective time of the LP Merger (the "Effective Time"), each common unit representing a limited partner interest in the Issuer (the "Issuer Common Units") issued and outstanding immediately prior to the Effective Time (other than the Issuer Common Units held directly by Energy Transfer, Merger Sub or GP Merger Sub immediately prior to the Effective Time) was converted into the right to receive 0.8595 common units representing limited partner interests in Energy Transfer.

Footnote F5

This Form 4 is being filed jointly by CNP Midstream and CenterPoint Energy in connection with the acquisition of the Issuer by Energy Transfer. CenterPoint Energy directly owned all of the outstanding equity interests in CNP Midstream, which, prior to the acquisition, was the record holder of the applicable Issuer Common Units. CenterPoint Energy may be deemed the beneficial owner of all Issuer Common Units held by CNP Midstream.