As filed with the Securities and Exchange Commission on June 30, 201523, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENABLE MIDSTREAM PARTNERS, LP*CenterPoint Energy Resources Corp.

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)

One Leadership Square1111 Louisiana Street

211 North Robinson AvenueHouston, Texas 77002

Suite 150

Oklahoma City, Oklahoma 73102

(405) 525-7788Telephone: (713) 207-1111

(Address, Including Zip Code,including zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Registrant’s Principal registrant’s principal executive offices)

Monica Karuturi

Executive Offices)

Mark C. Schroeder

Vice President and General Counsel

1111 Louisiana Street

Houston, Texas 77002

(713) 207-1111

(Name, Address, Including Zip Code,address, including zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Agentagent for Service)service)

Copieswith a copy to:

Gerald M. SpedaleTimothy S. Taylor

Clinton W. Rancher

Baker Botts L.L.P.

910 Louisiana St.Street

Houston, TXTexas 77002

(713) 229-1234

Approximate Datedate of Commencementcommencement of Proposed Salethe proposed sale of the securities to the Public:public:

As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

Indicate by check mark whether the registrantRegistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “non-accelerated filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b 212b-2 of the Exchange Act (checkAct. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act:  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨☐

* See table of additional registrant guarantor.

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment whichthat specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thethis registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities or accept any offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED JUNE 30, 201523, 2023

Enable Midstream Partners, LPCENTERPOINT ENERGY RESOURCES CORP.

Offer to Exchange the Notes Set Forth Below

$500,000,000 aggregateRegistered Under the Securities Act of 1933, as amended,

for

Any and All Outstanding Restricted Notes

Set Forth Opposite the Registered Notes

Principal Terms of the Exchange Offer

This is an offer (the “exchangeoffer”) by CenterPoint Energy Resources Corp., a Delaware corporation (“CERC,” the “Company,” “we,” “us,” “our,” the “Issuer” or the “Registrant”), to exchange all outstanding unregistered Restricted Notes (as defined below) for an equal principal amount of 2.400%the Company’s 6.10% Senior Notes due 2019*

for

$500,000,000 aggregate principal amount2035 (the “Registered Notes”), the offer of 2.400% Senior Notes due 2019*

that havewhich has been registered under the Securities Act of 1933, as amended (the “Securities Act”“Securities Act”).

Offer to Exchange

$600,000,000 aggregate principal amount of 3.900%The Company issued the unregistered 6.10% Senior Notes due 2024*

2035 (CUSIP Nos. 15189WAQ3 and U14088AD7) (the “Restricted Notes”) on October 5, 2022 in a private offer pursuant to which such notes were exchanged for

$600,000,000 aggregate principal amount notes of 3.900% Senior Notes due 2024*

that have been registered under the Securities Act

Offer to Exchange

$550,000,000 aggregate principal amountVectren Utility Holdings, LLC (formerly Vectren Utility Holdings, Inc.) (“VUH”), an Indiana limited liability company and indirect, wholly-owned subsidiary of 5.000% Senior Notes due 2044

for

$550,000,000 aggregate principal amount of 5.000% Senior Notes due 2044

that have been registered under the Securities Act

*guaranteed to the extent set forth herein by CenterPoint Energy, Resources Corp.Inc., a Texas corporation (“CenterPoint Energy”).

The Exchange Offer for each series will expireexchange offer expires at 5:00 p.m.,

New York City time, on                      , 2015,2023, unless extended with respect to any or all series

We hereby offer, upon the terms and subject toCompany extends the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange (i) up to $500,000,000 aggregate principal amount of our outstanding 2.400% senior notes due 2019 (CUSIP No. 292480AA8) (the “outstanding 2019 notes”) for a like principal amount of our 2.400% senior notes due 2019 (CUSIP No. 292480AG5) that have been registered under the Securities Act (the “2019 exchange notes”), (ii) up to $600,000,000 aggregate principal amount of our outstanding 3.900% senior notes due 2024 (CUSIP No. 292480AC4) (the “outstanding 2024 notes”) for a like principal amount of our 3.900% senior notes due 2024 (CUSIP No. 292480AH3) that have been registered under the Securities Act (the “2024 exchange notes”) and (iii) up to $550,000,000 aggregate principal amount of our outstanding 5.000% senior notes due 2044 (CUSIP No. 292480AE0) (the “outstanding 2044 notes” and, together with the outstanding 2019 notes and the outstanding 2024 notes, the “outstanding notes”) for a like principal amount of our 5.000% senior notes due 2044 (CUSIP No. 292480AJ9) that have been registered under the Securities Act (the “2044 exchange notes” and, together with the 2019 exchange notes and the 2024 exchange notes, the “exchange notes”). We refer to these offers collectively as the “exchange offer”. When we use the term “notes” in this prospectus, the term includes the outstanding notes and the exchange notes unless otherwise indicated or the context otherwise requires. The terms of the exchange offer are summarized below and are more fully described in this prospectus. The total principal amounts of $500,000,000 of the outstanding 2019 notes, $600,000,000 of the outstanding 2024 notes and $550,000,000 of the outstanding 2044 notes were issued on May 27, 2014.

The terms of the exchange offer are as follows:

Each holderbe issued in minimum denominations of outstanding notes wishing to accept the applicable$1,000 and integral multiples thereof.

The exchange offer must effect a tender of outstanding notes by book-entry transfer intoinvolves risks. You should carefully consider the account of U.S. Bank National Association (the “exchange agent”) at The Depository Trust Company (“DTC”). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the sectionfactors beginning on page 10 of this prospectus entitled “The Exchange Offer.”

Broker-dealers:

The exchange notes will not be listed on the New York Stock Exchange or any other securities exchange.

For a discussionbroker-dealers. See “Plan of factors you should considerDistribution” in determining whether to tender your outstanding notes, see the information under “Risk Factors” beginning on page 14 of this prospectus.

Neither the Securities and Exchange CommissionSEC nor any state securities commission has approved or disapproved of these securities,the Registered Notes or passed upon the adequacyexchange offer or accuracy ofdetermined if this prospectus.prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2015.2023.

TABLE OF CONTENTS

The terms “we,” “us,” “our,” “partnership,” and “Enable” refer to Enable Midstream Partners, LP, a Delaware limited partnership, and, where appropriate in context, to one or more of its subsidiaries, or all of them taken as a whole.

We haveCompany has not authorized anyone to provide you with information that is different from the information included or incorporated by reference in this document. The Company does not take any responsibility for, nor provide assurances as to the reliability of, any different or additional information that others may give you. This document may only be used where it is legal to offer or sell these securities.

No person is authorized in connection with this exchange offer to give any information or to make any representations concerning the exchange offer except that which isrepresentation not contained in this prospectus. If anyone givesprospectus, and, if given or makes anymade, such other information or representation you shouldmust not relybe relied upon as having been authorized by the Company. The information contained in this prospectus speaks only as of its date and the information in documents incorporated by reference in this prospectus speak only as of the respective dates of those documents or the dates on it. which they were filed with the SEC, as applicable. The business, financial condition, results of operations and prospectus of CERC may have changed since such dates.

This prospectus isdoes not constitute an offer to sell or a solicitation of an offer to buy securitiesany Registered Notes in any circumstances in which the offer or solicitationjurisdiction where it is unlawful.unlawful to do so. You should not interpretbase your decision to invest in the delivery ofRegistered Notes and participate in the exchange offer solely on information contained or incorporated by reference in this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the date of this prospectus. You

No person should also be aware that informationconstrue anything in this prospectus may change after this date.

We are requiredas legal, business or tax advice. Each person should consult its own advisors as needed to file annual, quarterlymake its investment decision and current reports and other information withto determine whether it is legally permitted to participate in the SEC. Our SEC filings are available over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document that we file at the SEC’s public reference room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the public reference room and its copy charges.exchange offer under applicable legal investment or similar laws or regulations.

We have filed with the SEC a registration statement on Form S-4 (File No. 333-        ) with respect to the exchange notes withoffer and the Securities and Exchange Commission.Registered Notes. This prospectus, which forms part of suchthat registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about usthe Company, the exchange offer and the notesRegistered Notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules.schedules and the documents incorporated by reference herein. For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information.” Statements we makethe Company makes in this prospectus or in the documents incorporated by reference herein about certain contracts or other documents are not necessarily complete. When we makethe Company makes such statements, we referthe Company refers you to the copies of the contracts or

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documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. The prospectus incorporates important business and financial information about the Company that is not included in or delivered with this document. The registration statement, including theits exhibits and schedules, is available at the SEC’s website at www.sec.gov.

www.sec.gov. You may also obtain this information without charge by writingupon oral or telephoning us at the following address and telephone number:written request to:

Enable Midstream Partners, LPCenterPoint Energy Resources Corp.

One Leadership Squarec/o CenterPoint Energy, Inc.

211 North Robinson Avenue

Suite 150

Oklahoma City, Oklahoma 73102

Attention:Attn: Investor Relations

(405) 558-4600P.O. Box 4567

IfHouston, Texas 77210-4567

(713) 207-6500

In order to ensure timely delivery, you would like tomust request copies of these documents, please do so bythe information no later than                 , 2015 (which2023, which is five business days before the scheduled expiration of the exchange offer) in order to receive them before the expiration of the exchange offer.

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FORWARD LOOKING STATEMENTSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus, including the documents incorporated by reference in this prospectus, includes forward-looking statements, including in the sections entitled “Summary” and “Risk Factors.” Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “could,” “will,” “should,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, these forward-looking statements include our expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, including revenue projections, capital expenditures and tax position. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, when considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements inIn this prospectus, including the documents incorporatedinformation we incorporate by reference, in this prospectus. Those risk factorswe make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projections,” “should,” “target,” “will” or other similar words.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information reasonably available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.

The following are some of the factors noted throughout this prospectus, including the documents incorporated by reference in this prospectus,that could cause our actual results to differ materially from those disclosedexpressed or implied by our forward-looking statements:

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You are cautionedshould not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a completeEach forward-looking statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

Forward-looking statements speakspeaks only as of the date on which they are made. We expressly disclaim anyof the particular statement, and we undertake no obligation to update or revise any forward-looking statement, whether as a resultstatements.

All of newthe forward-looking statements we make in connection with this prospectus are qualified by the information future eventscontained or otherwise, except as requiredincorporated by law.

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RISK FACTORS

Your investmentInvesting in the exchange notesRegistered Notes involves risks, which risks are substantially equivalent to those applicable to the Restricted Notes exchanged therefor except that the Registered Notes will involve substantial risks. Yoube registered. Prospective investors should consider carefully all of the information set forth in this prospectus, any free writing prospectus filed by us with the SEC and the documents incorporated by reference herein. In particular, you should carefully consider the followingrisk factors describeddiscussed below and included under “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2022. See “Where You Can Find More Information” and all“Cautionary Statement Regarding Forward-Looking Information.”

Risks Related to the Registered Notes

We cannot assure you that an active trading market will develop for the Registered Notes.

The Registered Notes will be a new issue of securities for which currently there is no established trading market. We do not intend to apply for the listing of the Registered Notes on any securities exchange or for quotation of the Registered Notes on any dealer quotation system. We cannot assure you that a trading market will develop for the Registered Notes. Even if a market for the Registered Notes does develop, we cannot assure you that there will be liquidity in that market or that such Registered Notes might not trade for less than their original value or face amount. The liquidity of any market for the Registered Notes will depend on the number of holders of such Registered Notes, the interest of securities dealers in making a market in the Registered Notes and other information includedfactors. The exchange agent is not obligated to make a market in the Registered Notes and, if it does so, it may discontinue or incorporated by referencelimit any market-making activity at any time without notice. If a liquid market for the Registered Notes does not develop, you may be unable to resell such Registered Notes for a long period of time, if at all. This means you may not be able to readily convert your Registered Notes into this prospectus, includingcash, and such Registered Notes may not be accepted as collateral for a loan.

Even if a market for the financial statements and related notes incorporated by reference into this prospectus, prior to participating inRegistered Notes develops, trading prices could be higher or lower than the trading price as of the closing of the exchange offer. If anyThe price of these risks were to materialize,the Registered Notes will depend on many factors, including prevailing interest rates, our business,operating results of operations, cash flows and financial condition could bethe market for similar securities. Declines in the market prices for debt securities generally may also materially and adversely affected. In that case,affect the trading priceliquidity of the exchange notesRegistered Notes, independent of our financial performance.

Our existing indebtedness, and any future indebtedness, may adversely affect our future financial and operating flexibility and our ability to service the Registered Notes.

As of March 31, 2023, we, on an unconsolidated basis, had approximately $4.4 billion aggregate principal amount of indebtedness outstanding (inclusive of outstanding commercial paper), all of which was unsecured and unsubordinated. Our existing indebtedness and the additional debt we may incur in the future for, among other things, working capital, capital expenditures, acquisitions or operating activities may adversely affect our liquidity and, therefore, our ability to make principal and interest payments on the Registered Notes.

The Indenture governing the Registered Notes will permit us to incur additional debt, which would be equal in right of payment to the Registered Notes. If we incur any additional indebtedness, including trade payables, that ranks equally with the Registered Notes, the holders of that debt would be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us. This may have the effect of reducing the amount of proceeds paid to you. If new indebtedness is added to our current indebtedness levels, the related risks that we now face could decline,intensify.

The Registered Notes will be structurally subordinated to existing and future indebtedness and other liabilities of our subsidiaries.

We hold a significant portion of our assets through our subsidiaries. As a result, we may depend on distributions from such subsidiaries to meet our payment obligations under any debt securities, including the

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Registered Notes and our other obligations. In general, these subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on our debt securities or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or otherwise. In addition, provisions of applicable law, such as those limiting the legal sources of dividends, limit our subsidiaries’ ability to make payments or other distributions to us, and our subsidiaries could agree to contractual restrictions on their ability to make distributions.

Our right to receive any assets of any subsidiary, and therefore the right of our creditors to participate in those assets, will be structurally subordinated to the claims of that subsidiary’s creditors, including trade creditors. In addition, even if we were a creditor of any subsidiary, our rights as a creditor would be subordinated to any security interest in the assets of that subsidiary and any indebtedness of the subsidiary senior to that held by us. As of March 31, 2023, our subsidiaries had approximately $1.4 billion aggregate principal amount of indebtedness outstanding (such amount is inclusive of $1.3 billion of intercompany borrowings owed to CenterPoint Energy Resources Corp.), all of which was unsecured and unsubordinated.

The terms of the Registered Notes will not necessarily protect you in the event of a highly leveraged transaction.

The terms of the Registered Notes will not necessarily afford you protection in the event of a highly leveraged transaction that may adversely affect you, including a reorganization, recapitalization, restructuring, merger or other similar transactions involving us or our subsidiaries, whether or not in connection with a change of control. The Indenture does not limit the amount of debt we or our subsidiaries may issue. As a result, we could enter into any such transaction even though the transaction could adversely affect our capital structure or credit ratings or otherwise adversely affect the holders of the Registered Notes. If we incur secured debt, the Registered Notes will be unableeffectively junior to makesuch debt to the extent of the value of the collateral securing such debt. Additionally, certain of our outstanding private placement notes contain provisions that may require such notes to be secured on an equal and ratable basis as other secured debt that we incur. The Indenture does not contain provisions that permit the holders of the Registered Notes to require us to redeem or repurchase the Registered Notes in the event of a takeover, recapitalization or similar transaction.

Ratings of the Registered Notes may change and affect the market prices and marketability of the Registered Notes.

Our debt securities are subject to periodic review by one or more independent credit rating agencies and may be subject to rating and periodic review by additional independent credit rating agencies in the future. Any such ratings are limited in scope and do not address all material risks relating to an investment in the Registered Notes, but rather reflect only the view of the rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. We cannot assure you that such credit rating will remain in effect for any given period of time or that any such rating will not be lowered, suspended or withdrawn entirely by the rating agency if, in such rating agency’s judgment, circumstances so warrant. It is also possible that any such rating may be lowered in connection with future events. Holders of Registered Notes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of any such rating. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market prices or marketability of the Registered Notes.

The Indenture limits the ability of security holders to bring suit, waive defaults and amend the Indenture.

The Indenture provides that the consent of holders of certain minimum percentages of the aggregate principal amount of the Registered Notes is required to waive certain defaults, bring suit and, with exceptions, amend the Indenture. Your consent to such actions will not be effective unless consents are received from the holders of the required minimum amount of the Registered Notes. Further, even if you do not consent to such actions, those actions may still be taken if consented to by the holders of the required minimum amount of the Registered Notes.

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Subject to certain limited exceptions, the Indenture provides that the Trustee or the holders of 33% or more in aggregate principal amount of the Registered Notes then outstanding may declare the principal amount of the Registered Notes to be due and payable immediately if an event of default shall occur and is continuing.

Redemption prior to maturity may adversely affect your return on the Registered Notes.

We may choose to redeem your Registered Notes at times when prevailing interest and principal payments andrates are relatively low. As a result, you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Registered Notes being redeemed.

An increase in market interest rates could result in a decrease in the market value of the Registered Notes.

In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if market interest rates increase, the market value of the Registered Notes may lose all or partdecline. We cannot predict the future level of your investment.market interest rates.

Risks RelatingRelated to the Exchange Offer

There are significant consequences ifYou may have difficulty selling the Restricted Notes that you fail to exchange your outstanding notes.do not exchange.

We did not register the outstanding notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, the outstanding notes may only be transferred in limited circumstances under applicable securities laws. If you do not exchange your outstanding notesRestricted Notes for Registered Notes in the exchange offer, you will lose your right to have the outstanding notes registered under the Securities Act, subject to certain limitations. If you continue to hold outstanding notes after the exchange offer, you may be unable to sell the outstanding notes because of the restrictions on transfer and because we expect that there will be fewer outstanding notes, which could result in an illiquid trading market for the outstanding notes. Outstanding notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing transfer restrictions.

You must follow the appropriate procedures to tender your outstanding notes or they will not be exchanged.

The exchange notes will be issued in exchange for the corresponding series of outstanding notes only after timely receipt by the exchange agent of the outstanding notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent’s message and all other required documentation. If you want to tender your outstanding notes in exchange for the corresponding series of exchange notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of outstanding notes for exchange. Outstanding notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existingrestrictions on transfer restrictions.of your Restricted Notes described in the legend on your Restricted Notes and we will not be required to offer another opportunity for you to exchange your Restricted Notes for registered notes, except in limited circumstances. The restrictions on transfer of your Restricted Notes arise because we issued the Restricted Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In addition,general, you may offer or sell the Restricted Notes only if you tenderthey are registered under the outstanding notesSecurities Act and applicable state securities laws or are offered and sold under an exemption from these requirements. We do not intend to register the Restricted Notes under the Securities Act. We may in the future seek to acquire untendered Restricted Notes in the open market or privately negotiated transactions, through a subsequent exchange offer or otherwise. We have no present plans to acquire any Restricted Notes that are not tendered in the exchange offer or to participatefile a registration statement to permit resales of any untendered Restricted Notes. To the extent Restricted Notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining Restricted Notes would likely be adversely affected. See “Terms of the Exchange Offer—Consequences of Failure to Exchange” for a discussion of the possible consequences of failing to exchange your Restricted Notes.

Because we anticipate that most holders of the Restricted Notes will elect to exchange their Restricted Notes, we expect that the liquidity of the market for any Restricted Notes remaining after the completion of the exchange offer will be substantially limited. Any Restricted Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the Restricted Notes outstanding. Following the exchange offer, if you do not tender your Restricted Notes you generally will not have any further registration rights, and your Restricted Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Restricted Notes could be adversely affected.

Broker-dealers or noteholders may become subject to the registration and prospectus delivery requirements of the Securities Act.

Any broker-dealer that exchanges its Restricted Notes in the exchange offer for the purpose of participating in a distribution of the Registered Notes, or resells Registered Notes that were received by it for its own account in the exchange notes, you willoffer, may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refertransaction by that broker-dealer. Any profit on the resale of the Registered Notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

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In addition to broker-dealers, any noteholder that exchanges its Restricted Notes in the exchange offer for the purpose of participating in a distribution of the Registered Notes may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that noteholder.

You must comply with the exchange offer procedures in order to receive freely tradable Registered Notes.

Delivery of the Registered Notes in exchange for the Restricted Notes tendered and accepted for exchange pursuant to the sections entitled “The Exchange Offer”exchange offer will be made only if such tenders comply with the exchange offer procedures described herein, including the timely receipt by the exchange agent of book-entry transfer of the Restricted Notes into such exchange agent’s account at DTC, as depositary, including an agent’s message. We are not required to notify you of defects or irregularities in tenders of Restricted Notes for exchange. The method of delivery of Restricted Notes and “Planthe letter of Distribution” later in this prospectus.transmittal and all other required documents to the exchange agent is at the election and risk of the holders of the Restricted Notes.

The consummationConsummation of the exchange offer may not occur.

We are not obligated to complete theThe exchange offer underis subject to the satisfaction of certain circumstances.conditions. See “The“Terms of the Exchange Offer—ConditionsOffer —Conditions to the Exchange Offer.Offer.” Even if the exchange offer is completed, it may not be completed on the scheduletiming described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their exchange notes.

If you are a broker-dealer, your ability to transfer the exchange notes may be restricted.

A broker-dealer that purchased outstanding notes for its own account as part of market-making or trading activities must deliver a prospectus when it resells the exchange notes andRegistered Notes, during which time such holders will be required to acknowledge this obligation in connection with participating in this exchange offer. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their exchange notes.

Risks Related to the Exchange Notes

We have substantial debt, which could have a negative impact on our financial position and prevent us from fulfilling our obligations under the exchange notes.

We have a significant amount of debt. As of March 31, 2015, we had:

Our overall leverage and the terms of our financing arrangements could:

The exchange notes are not guaranteed by any of our subsidiaries and, as a result, the exchange notes will be structurally subordinated to the debt and other liabilities of our subsidiaries.

Our obligations under the exchange notes are not guaranteed by any of our existing or future subsidiaries. A substantial portion of our operating assets are owned by our subsidiaries. Creditors of our subsidiaries may have claims with respect to the assets of those subsidiaries that rank effectively senior to the exchange notes. In the event of any distribution or payment of assets of those subsidiaries in any dissolution, winding up, liquidation, reorganization or bankruptcy proceeding, the claims of those creditors would be satisfied prior to making any such distribution or payment to us in respect of our equity interests in those subsidiaries. Consequently, after satisfaction of the claims of those creditors, there may be little or no amounts available to make payments on the exchange notes. As of March 31, 2015, our subsidiaries had $250 million of debt outstanding. Those subsidiaries are not prohibited under the indenture governing the exchange notes from incurring additional debt in the future.

The exchange notes are our senior unsecured obligations and are junior to our secured indebtedness to the extent of the value of the collateral securing that debt.

The exchange notes are our senior unsecured obligations and rank equally in right of payment with all of our other existing and future senior unsecured debt. Because the exchange notes are unsecured, holders of our secured debt would have claims with respect to the assets constituting collateral for such debt. Consequently, any

such secured debt would effectively be senior to the exchange notes to the extent of the value of the collateral securing that debt. Currently, we do not have any secured debt. Although the indenture governing the exchange notes will place some limitations on our ability to create liens securing indebtedness, there will be significant exceptions to these limitations that would allow us to secure significant amounts of debt without equally and ratably securing the exchange notes. If we were to incur secured indebtedness and such indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or reorganization, our assets would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the exchange notes. In that event, you may not be able to recover all the principal or interest you are due undereffect transfers of their Restricted Notes tendered in the exchange notes.

Our leveloffer. Until we announce whether we have accepted valid tenders of indebtedness may adversely affect our operating flexibility.

Our leverage may make our results of operations more susceptible to adverse economic or operating conditions by limiting our flexibility in planningRestricted Notes for or reacting to, changes in our business and the industry in which we operate and may place us at a competitive disadvantage as compared to our competitors that have less debt. If we incur any additional debt, the related risks that we now face to our operating flexibility could intensify.

We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to make payments on the exchange notes.

Unlike a corporation, our partnership agreement requires us to distribute, on a quarterly basis, 100% of our available cash to our unitholders and our general partner. Available cash is generally defined as all of our (a) cash on hand as of the end of a quarter, after the payment of our expenses and the establishment of cash reserves, and (b) cash on hand resulting from working capital borrowings made after the end of the quarter. Our general partner will determine the amount and timing of our available cash distributions and has broad discretion to establish and make additions to our reserves or the reserves of our subsidiaries in amounts it determines to be necessary or appropriate to provide for the proper conduct of our business, comply with applicable law or any of our debt or other agreements and to provide funds for distributions to our unitholders for any one or more of the next four calendar quarters. Although our payment obligations to our unitholders are subordinate to our payment obligations to noteholders, the value of our units may decrease with decreases in the amount that we distribute per unit. Accordingly, if we experience a liquidity problem in the future, the value of our units may decrease, and we may not be able to issue equity to recapitalize or otherwise improve our liquidity.

We may not be able to generate sufficient cash to service all of our debt, including the exchange notes and our debt under our revolving credit facility, and we may be forced to take other actions to satisfy our obligations under our debt, which may not be successful. In addition, if our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our debt, including the exchange notes. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and would permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements. In the absence of such cash flows and capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. However, our revolving credit facility contains restrictions on our ability to dispose of assets. We may not be able to consummate those dispositions, and any proceeds may not be adequate to meet any debt service obligations then due.

Changes in our credit rating or in the rating assigned by a rating agencypursuant to the exchange notes could adversely affectoffer, no assurance can be given that the market priceexchange offer will be completed. In addition, subject to applicable law and as provided in this prospectus, we may, in our sole discretion, extend, re-open, amend, waive any condition of or liquidityterminate any of the exchange notes.

Credit rating agencies continually revise their ratingsoffer at any time before our announcement of whether we will accept valid tenders of Restricted Notes for the companies that they follow, including us. The credit rating agencies also evaluate our industry as a whole and may change their credit ratings for us based on their overall view of our industry. We cannot be sure that credit rating agencies will maintain their ratings onexchange pursuant to the exchange notes.

A negative change13

USE OF PROCEEDS

We will not receive any cash proceeds from the exchange offer or the issuance of the Registered Notes. In consideration for issuing the Registered Notes as contemplated in this prospectus, we will receive in exchange Restricted Notes in like principal amount, which will be cancelled, and, as such, issuing the Registered Notes will not result in any increase in our ratings could have an adverse effect on the price of the exchange notes. We expect that the exchange notes will be rated by nationally recognized statistical rating agencies. We cannot assure you that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant. Any lowering or withdrawal of a rating by a rating agency could reduce the liquidity or market value of the exchange notes.

There is no established trading market for the exchange notes, which means there are uncertainties regarding the price and terms on which a holder could dispose of the exchange notes, if at all.

There is no established trading market for the exchange notes. We have not applied and do not intend to list the exchange notes on any national securities exchange or inter-dealer quotation system. As a result, we are unable to assure you as to the presence or the liquidity of any trading market for the exchange notes.

We cannot assure you that you will be able to sell your exchange notes at a particular time or that the prices that you receive when you sell your exchange notes will be favorable. We also cannot assure you as to the level of liquidity of the trading market for the exchange notes if one develops. Future trading prices of the exchange notes will depend on many factors, including:indebtedness.

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receive the Registered Notes for its own account in exchange for the Restricted Notes that were acquired as a result of market-making or other trading activities, then additionalsuch holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such Registered Notes. See “Plan of Distribution.”

The Registration Rights Agreement provides, among other things, that if we have not exchanged Registered Notes for all Restricted Notes validly tendered in accordance with the terms of the exchange offer on or prior to October 5, 2023, or if a shelf registration statement is required under the limited circumstances set forth in the Registration Rights Agreement and such shelf registration statement is not declared effective on or prior to the 60th day after the later of October 5, 2023 and the date on which we receive a duly executed request from certain holders of Restricted Notes for the filing of a shelf registration statement, then the annual interest shall accruerate on the principal amount of the outstanding notes that are “transfer restricted securities” (as defined in the registration rights agreement) at a rate ofRestricted Notes will increase initially by 0.25% per annum (whichfor the first 90-day period immediately following the occurrence of the registration default. The annual interest rate on the Restricted Notes will be increasedincrease by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided thataccrue; however, the rate at which such additional interest accrues may in no event exceed 1.00% per annum).annum. The additional interest will cease to accrue when all registration defaults end or are cured. See “Exchange Offer; Registration Rights.”

Resale of Registered Notes

Based on the registration default is cured.

The exchange offer consists of separate, independent exchange offers for each series of outstanding notes. The form and termsposition that the staff of the exchange notes are substantiallySEC enunciated in no-action letters issued to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), the same as the form and terms of the corresponding series of outstanding notes, except that the exchange notes:

The exchange offer is not extended to original noteholders in any jurisdiction where the exchange offer does not comply with the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer

We are offering to exchange up to $500 million aggregate principal amount of 2019 exchange notes, $600 million aggregate principal amount of 2024 exchange notes and $550 million aggregate principal amount of 2044 exchange notes for a like aggregate principal amount of the corresponding series of outstanding notes. The outstanding notes must be tendered properly in accordance with the conditions set forth in this prospectus and the accompanying letter of transmittal on or prior to the expiration date and not withdrawn as permitted below. In exchange for outstanding notes properly tendered and accepted, we will issue a like total principal amount of up to $500 million in 2019 exchange notes, $600 million in 2024 exchange notes and $550 million in 2044 exchange notes, in each case, of the corresponding series. This prospectus, together with the letter of transmittal, is first being sent on or about                     , 2015, to all holders of outstanding notes known to us. Our obligation to accept outstanding notes for exchangeRegistered Notes issued in the exchange offer is subject to the conditions described below under the heading “Conditions to the Exchange Offer.” The exchange offermay be offered for each series of outstanding notes is not conditioned upon holders tendering a minimum principal amount of outstanding notes of such series or upon the consummation of the exchange offer for outstanding notes of any other series. As of the date of this prospectus, $500 million aggregate principal amount of 2019 notes, $600 million aggregate principal amount of 2024 notesresale, resold and $550 million aggregate principal amount of 2044 notes are outstanding.

Outstanding notes tendered in the exchange offer must be in denominations of $2,000 and any higher integral multiple of $1,000.

Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. If you do not tender your outstanding notes or if you tender outstanding notes that we do not accept, your outstanding notes will remain outstanding. Any outstanding notes will be entitled to the benefits of the indenture but will not be entitled to any furtherotherwise transferred without registration rights under the registration rights agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to such outstanding notes. See “Risk Factors—Risks Relating to the Exchange Offer—There are significant consequences if you fail to exchange your outstanding notes” for more information regarding outstanding notes outstanding after the exchange offer. After the expiration date, we will return to the holder any tendered outstanding notes that we did not accept for exchange.

None of us, the board of directors of our general partner or our management recommends that you tender or not tender outstanding notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender in the exchange offer and, if you decide to tender, the aggregate amount of outstanding notes to tender.

The expiration date for the exchange offer for each series of outstanding notes is 5:00 p.m., New York City time, on                     , 2015, or such later date and time to which we extend the exchange offer for such series. We may extend the period for each series independently.

We have the right, in accordance with applicable law, at any time:

If we materially amend the exchange offer or if we waive a material condition to the exchange offer, we will as promptly as practicable distribute a prospectus supplement to the holders of the outstanding notes of the affected series disclosing the change or waiver and extend the exchange offer for the affected series as required by law to cause this exchange offer to remain open for at least five business days following such notice.

If we exercise any of the rights listed above, we will as promptly as practicable give oral or written notice of the action to the exchange agent and will make a public announcement of such action. In the case of an extension, an announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Acceptance of Outstanding Notes for Exchange and Issuance of Outstanding Notes

Promptly after the expiration date, we will accept all outstanding notes validly tendered and not validly withdrawn, and we will issue exchange notes of the corresponding series registered under the Securities Act, toand without delivering a prospectus that satisfies the exchange agent. The exchange agent might not deliver the exchange notes to all tendering holders at the same time. The timingrequirements of delivery depends upon when the exchange agent receives and processes the required documents.

We will be deemed to have exchanged outstanding notes validly tendered and not validly withdrawn when we give oral or written notice to the exchange agent of our acceptanceSection 10 of the tendered outstanding notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is our agent for receiving tenders of outstanding notes, letters of transmittal and related documents.

In tendering outstanding notes, you must warrant in the letter of transmittal or in an agent’s message (described below) that:

You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the outstanding notes.

Procedures for Tendering Outstanding Notes

Valid Tender

WhenSecurities Act, if the holder of outstanding notes tenders, and we accept, outstanding notes for exchange, a binding agreement between us, on the one hand, and the tendering holder, on the other hand, is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of outstanding notesRestricted Notes who wishes to tender outstanding notesexchange its Restricted Notes for exchange must, on or prior to 5:00 p.m. New York City time onRegistered Notes can make the expiration date:

In addition, on or prior to 5:00 p.m. New York City time on the expiration date:

The letter of transmittal or agent’s message may be delivered by mail, facsimile, hand delivery or overnight carrier, to the exchange agent.

The term “agent’s message” means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

If you beneficially own outstanding notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the outstanding notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

If you tender fewer than all of your outstanding notes, you should fill in the amount of notes tendered in the appropriate box on the letter of transmittal. If you do not indicate the amount tendered in the appropriate box, the letter of transmittal provides that you are tendering all outstanding notes that you hold.

The method of delivery of the certificates for the outstanding notes, the letter of transmittal and all other required documents is at the election and sole risk of the holders. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or outstanding notes should be sent directly to us. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the outstanding notes surrendered for exchange are tendered:

An “eligible institution”Registered Notes, is a firm or other entity which is identified as an “Eligible Guarantor Institution” in Rule 17Ad-15 underbroker-dealer that acquired the Exchange Act, including:

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

If outstanding notes are registered in the name of a person other than the signer of the letter of transmittal, the outstanding notes surrenderedRestricted Notes directly from us for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the holder’s signature guaranteed by an eligible institution.

Deemed Representations

To participate in the exchange offer, we require that you represent to us that:

(iii)

neither you nor any other person acquiring exchange notes in exchange for the corresponding series of outstanding notes has an arrangement or understanding with any person to participate in the distribution of exchange notes issued in the exchange offer;

By tendering your outstanding notes you are deemed to have made these representations.

Broker-dealers who cannot make the representations in item (v) of the paragraph above cannot use this prospectus in connection with resales of the exchange notes issued in the exchange offer.

If you are an “affiliate,” as defined under Rule 405 of the Securities Act, of us or, with respect to the outstanding 2019 notes and the outstanding 2024 notes, CERC, if you are a broker-dealer who acquired your outstanding notesits own account in the initial offering of the Restricted Notes and not as a result of market-making activities or other trading activities or if you are engaged in or intend to engage in or haveis an arrangement or understanding with any person to participate in a distribution of exchange notes acquired in the exchange offer, you or that person:

Book-Entry Transfers

For tenders by book-entry transfer of outstanding notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes“affiliate” of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of outstanding notes by causing DTCCompany as defined in Rule 405 under the Securities Act, such holder will not be eligible to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender outstanding notes. Accordingly, any participant in DTC may make book-entry delivery of outstanding notes by causing DTC to transfer those outstanding notes into the exchange agent’s account in accordance with its ATOP procedures for transfer.

Notwithstanding the ability of holders of outstanding notes to effect delivery of outstanding notes through book-entry transfer at DTC, either:

Guaranteed Delivery

If a holder wants to tender outstanding notesparticipate in the exchange offer, and (1) the certificates for the outstanding notes are not immediately available or all required documents are unlikely to reach the exchange agent on or

prior to 5:00 p.m. New York City time on the expiration date, or (2) a book-entry transfer cannot be completed on a timely basis, the outstanding notes may be tendered if the holder complies with the following guaranteed delivery procedures:

You may deliver the notice of guaranteed delivery by hand, facsimile, mail or overnight delivery to the exchange agent and you must include a guarantee by an eligible institution in the form described above in such notice.

Our acceptance of properly tendered outstanding notes is a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer.

Determination of Validity

We, in our sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered outstanding notes. Our resolution of these questions as well as our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of outstanding notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of outstanding notes for exchange within such reasonable period of time as we will determine, unless we waive the defects or irregularities. Neither us, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any defects or irregularities in tenders nor will they be liable for failing to give any such notice.

We reserve the absolute right, in our sole and absolute discretion:

If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such

capacity when signing. In addition, unless waived by us, the person must submit proper evidence satisfactory to us, in our sole discretion, of his or her authority to so act. A beneficial owner of outstanding notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian should contact that entity promptly if the holder wants to participate in the exchange offer.

Resales of Exchange Notes

Based on interpretive letters issued by the SEC staff to third parties in transactions similar to the exchange offer, we believe that a holder of exchange notes, other than a broker-dealer, may offer exchange notes for resale, resell and otherwise transfer the exchange notes without delivering a prospectus to prospective purchasers, if the holder acquired the exchange notes in the ordinary course of business, has no intention of engaging in a “distribution” (as defined under the Securities Act) of the exchange notes and is not an “affiliate” (as defined under the Securities Act) of Enable or, with respect to the 2019 exchange notes and the 2024 exchange notes, CERC. We will not seek our own interpretive letter. As a result, we cannot assure you that the staff will take the same position on this exchange offer as it did in interpretive letters to other parties in similar transactions. The information described above concerning interpretations of and positions taken by the staff is not intended to constitute legal advice, and holders should consult their own legal advisors with respect to these matters.

By tendering outstanding notes, the holder, other than participating broker-dealers, as defined below, of those outstanding notes will represent to us that, among other things:

If any holder or any such other person is an “affiliate” of Enable or, with respect to the 2019 exchange notes and the 2024 exchange notes, CERC or is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” of the exchange notes, such holder or other person:

EachA broker-dealer that receives exchange notes for its own account in exchange for outstanding notes must represent that the outstanding notes to be exchanged for the corresponding series of exchange notes werehas acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes pursuant to the exchange offer. Any such broker-dealer is referred to as a participating broker-dealer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” (as defined under the Securities Act). If a broker-dealer acquired outstanding notesRestricted Notes as a result of market-making or other trading activities it may use this prospectus, as amended or supplemented, in connection with offers to resell, resales or retransfers of exchange notes received in exchange for the outstanding notes pursuant to the exchange offer. We have agreed that, during the period ending 180 days after the date the registration statement containing this prospectus is declared effective, subject to extension in limited circumstances, or such shorter period as will terminate when broker-dealers are no longer requiredhas to deliver a prospectus in order to resell any Registered Notes it receives for its own account in the exchange offer. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Registered Notes received in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities, we will use commercially reasonable effortsactivities. We have agreed that, for a period of up to keep90 days after the expiration date of the exchange offer, registration statement effective

andif requested by one or more such broker-dealers, we will makeamend or supplement this prospectus availablein order to expedite or facilitate the disposition of any broker-dealerRegistered Notes by any such broker-dealers. See “Plan of Distribution” for usemore information regarding broker-dealers.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of Restricted Notes in connection with any resalejurisdiction in which the exchange offer or the acceptance of the exchange notes. See “Planoffer would not be in compliance with the securities or blue sky laws.

Terms of Distribution”the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any and all Restricted Notes properly tendered and not withdrawn prior to the expiration time. The Restricted Notes may only be tendered in minimum denominations of $1,000 and integral multiples

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thereof. We will issue $1,000 principal amount or an integral multiple thereof of Registered Notes in exchange for a discussioncorresponding principal amount of Restricted Notes surrendered in the exchange offer. In exchange for each Restricted Note surrendered in the exchange offer, we will issue a Registered Note with a like principal amount.

The form and terms of the Registered Notes will be substantially identical in all material respects to the form and terms of the Restricted Notes, except that the Registered Notes will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the Registration Rights Agreement.

The Registered Notes will evidence the same debt as the Restricted Notes. The Registered Notes will be issued under and entitled to the benefits of the same Indenture that authorized the issuance of the Restricted Notes. Consequently, both the Registered Notes and the Restricted Notes that are not exchanged in the exchange offer will be treated as a single series of debt securities under the Indenture for all purposes of the Indenture, along with any additional notes of any applicable series issued pursuant to the Indenture.

The exchange offer is not conditioned upon any minimum aggregate principal amount of Registered Notes being tendered for exchange.

There will be no fixed record date for determining registered holders of Restricted Notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the Registration Rights Agreement, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Restricted Notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the Indenture.

We will be deemed to have accepted for exchange properly tendered Restricted Notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the Registered Notes from us and delivering the Registered Notes to such holders. Subject to the terms of the exchange offer and resale obligations of broker-dealersthe Registration Rights Agreement, we expressly reserve the right to amend or terminate the exchange offer, and to not accept for exchange any Restricted Notes not previously accepted for exchange.

We will pay all charges and expenses, other than those brokerage commissions or fees or transfer or other taxes described below, in connection with the exchange offer. It is important that you read the section titled “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Withdrawal RightsExpiration Time; Extensions; Amendments

You can withdraw tenders of outstanding notesThe exchange offer will expire at any time prior to 5:00 p.m., New York City time, on                , 2023, unless, in our sole discretion, we extend the expiration date.

For a withdrawal to be effective, you must deliver a written noticetime of withdrawal to the exchange agent. The notice of withdrawal must:offer.

If you delivered or otherwise identified pursuant to the guaranteed delivery procedures outstanding notes toexchange offer, we will notify the exchange agent you must submit the serial numbersin writing of any extension of the outstanding notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of outstanding notes tendered for the account of an eligible institution. If you tendered outstanding notes as a book-entry transfer, the notice of withdrawal must specify the name and numberexchange offer. We will notify registered holders of the account at DTC to be credited withRestricted Notes in writing or by public announcement of the withdrawn outstanding notes and you must deliverextension, if any, of the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, outstanding notes properly withdrawn may again be tendered at anyexpiration time on or prior to 5:by no later than 9:00 p.m.a.m., New York City time, on the business day after the previously scheduled expiration date.time.

We will determine all questions regardingexpressly reserve the form of withdrawal, validity, eligibility, including time of receipt, and acceptance of withdrawal notices. Our determination of these questions as well asright, in our interpretationsole discretion:

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Any such delay in acceptance, extension or termination will be finalfollowed as promptly as practicable by written notice or public announcement thereof to the registered holders of Restricted Notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the Restricted Notes of such amendment.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a timely press release to a financial news service. If we make any material change to the exchange offer, we will disclose this change by means of a post-effective amendment to the registration statement that includes this prospectus and bindingwill distribute an amended or supplemented prospectus to each registered holder of Restricted Notes. In addition, we will extend the exchange offer for an additional five to ten business days as required by the Exchange Act, depending on all parties. Neither us, anythe significance of our affiliates or assigns,the amendment, if the exchange offer would otherwise expire during that period. We will promptly notify the exchange agent nor any other person is under any obligation to giveby written notice of any irregularitiesdelay in any notice of withdrawal, nor will they be liable for failing to give any such notice.

In the case of outstanding notes tendered by book-entry transfer through DTC, the outstanding notes timely withdrawnacceptance, extension, termination or not exchanged will be credited to an account maintained with DTC. Withdrawn outstanding notes will be returned to the holder after withdrawal. The outstanding notes will be returned or credited to the account maintained with DTC as soon as practicable after withdrawal, rejection of tender or terminationamendment of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to the holder.

Properly withdrawn outstanding notes may again be tendered by following one of the procedures described under “Procedures for Tendering Outstanding Notes” above at any time prior to 5:00 p.m. New York City time on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisionterms of the exchange offer, we arewill not be required to accept for exchange, or to issue exchange notes of any series in exchangeRegistered Notes for, any outstanding notes,Restricted Notes, and we may terminate or amend the exchange offer as provided in this prospectus before accepting any Restricted Notes for any series, if at any time prior to 5:00 p.m., New York City time, on the expiration date, we determine that (i) exchange, if:

The foregoingIn addition, we will not be obligated to accept for exchange the Restricted Notes of any holder that has not made the representations described in the letter of transmittal and under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering the Restricted Notes” and “Plan of Distribution,” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to it an appropriate form for registration of the Registered Notes under the Securities Act.

We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any Restricted Notes by giving written notice (including by public announcement) of such extension to the registered holders of the Restricted Notes as promptly as practicable. During any such extensions, all Restricted Notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any Restricted Notes that we do not accept for exchange for any reason without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any Restricted Notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give written notice or public announcement of any extension, amendment, non-acceptance or termination to the registered holders of the Restricted Notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration time.

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These conditions are for our sole benefit, and we may assert them regardless of the circumstances givingthat may give rise to them or waive them in whole or in part at any such condition, or we may waive the conditions, completely or partially, whenever or as manyat various times as we choose, in our reasonable discretion. Thesole discretion; provided that any waiver of a condition of tender with respect to the exchange offer will apply to all of the outstanding Restricted Notes and not only to particular Restricted Notes. If we fail at any time to exercise any of the foregoing rights, arethat failure will not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine thatconstitute a waiver of conditions materially changes the exchange offer for any series, the prospectussuch right. Each such right will be amendeddeemed an ongoing right that we may assert at any time or supplemented, and the exchange offer for that series extended, if appropriate, as described under “Terms of the Exchange Offer.”at various times.

In addition, we will not accept for exchange any Restricted Notes tendered, and will not issue Registered Notes in exchange for any Restricted Notes, if at asuch time when any stop order iswill be threatened or in effect with respect to the registration statementRegistration Statement of which this prospectus constitutes a part or with respect to the qualification of the indentureIndenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Procedures for Tendering the Restricted Notes

Except as described below, a holder tendering Restricted Notes must, prior to 5:00 p.m., New York City time, on the expiration date:

Transmittal will be deemed made only when actually received or confirmed by the exchange agent.

In addition, the exchange agent must receive, before 5:00 p.m., New York City time, on the expiration date book-entry transfer of the Restricted Notes into the exchange agent’s account at DTC, the book-entry transfer facility.

The term “agent’s message” means a computer-generated message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, the letter of transmittal and that we may enforce the letter of transmittal against such participant.

The method of delivery of Restricted Notes, letters of transmittal and all other required documents is at the holder’s election and risk. If delivery is by mail, we recommend that holders use registered mail, properly insured, with return receipt requested. In all cases, holders should allow sufficient time to assure timely delivery. Holders should not send letters of transmittal or Restricted Notes to anyone other than the exchange agent.

If the holder is a beneficial owner whose Restricted Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wishes to tender, such holder should promptly instruct the registered holder to tender on its behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the Restricted Notes by causing DTC to transfer the Restricted Notes into the exchange agent’s account.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the Restricted Notes surrendered for exchange are tendered:

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If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is a financial institution, including most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program or the New York Stock Exchange Medallion Signature Program.

We will reasonably determine all questions as to the validity, form and eligibility of Restricted Notes tendered for exchange and all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding.

We reserve the right to reject any particular Restricted Note not validly tendered, or any acceptance that might, in our judgment, be unlawful. We also reserve the right to waive any defects or irregularities with respect to the form of, or procedures applicable to, the tender of any particular Restricted Note before the expiration time. Unless waived, any defects or irregularities in connection with tenders of Restricted Notes must be cured before the expiration time of the exchange offer. None of the Company, the exchange agent or any other person will be under any duty to give notification of any defect or irregularity in any tender of the Restricted Notes. None of the Company, the exchange agent or any other person will incur any liability for failing to give notification of any defect or irregularity.

If the letter of transmittal is executed by a person other than the registered holder of Restricted Notes, the letter of transmittal must be accompanied by the Restricted Notes endorsed by the registered holder or written instrument of transfer or exchange in satisfactory form, duly executed by the registered holder, in either case with the signature guaranteed by an eligible institution. In addition, in either case, the original endorsement or the instrument of transfer must be signed exactly as the name of any registered holder appears on the Restricted Notes.

If the letter of transmittal or any Restricted Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

All questions as to the form of documents and validity, eligibility (including time of receipt), acceptance for exchange and withdrawal of tendered Restricted Notes will be determined by the Company in its sole discretion, and its determination will be final and binding.

By signing or agreeing to be bound by the letter of transmittal, each tendering holder of Restricted Notes will represent, among other things, that:

Acceptance of Restricted Notes for Exchange; Delivery of Registered Notes

Upon satisfaction of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all Restricted Notes validly tendered and not acceptvalidly withdrawn. We will issue the Registered Notes

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promptly after the expiration of the exchange offer and acceptance of the Restricted Notes. See “—Conditions to the Exchange Offer” above. For purposes of the exchange offer, we will be deemed to have accepted validly tendered Restricted Notes for exchange when, as and if we have given written notice of such acceptance to the exchange agent.

For each Restricted Note accepted for exchange, the holder of the Restricted Note will receive a Registered Note having a principal amount equal to that of the surrendered Restricted Note. Restricted Notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of Restricted Notes whose Restricted Notes are accepted for exchange will not receive any outstanding notes tendered,payment for accrued interest on the Restricted Notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the exchange offer and no exchange notes will be deemed to have waived their rights to receive such accrued interest on the Restricted Notes.

In all cases, issuance of Registered Notes for Restricted Notes will be made only after timely receipt by the exchange agent of:

Unaccepted or non-exchanged Restricted Notes will be returned without expense to the tendering holder of the Restricted Notes promptly after the expiration of the exchange offer. In the case of Restricted Notes tendered by book-entry transfer in accordance with the book-entry procedures described below, the non-exchanged Restricted Notes will be returned or recredited promptly after the expiration of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the Restricted Notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems and is tendering Restricted Notes must make book-entry delivery of the Restricted Notes by causing DTC to transfer those Restricted Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer, including its ATOP procedures. The participant should transmit its acceptance to DTC prior to 5:00 p.m., New York City time, on the expiration date. DTC will verify this acceptance, execute a book-entry transfer of the tendered Restricted Notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer, which confirmation must be received prior to 5:00 p.m., New York City time, on the expiration date. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant. Delivery of Registered Notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal (or an agent’s message in lieu thereof), with any required signature guarantees and any other required documents, must be transmitted to, and received by, the exchange agent at the address listed below under “—Exchange Agent” (or its account at DTC with respect to an agent’s message) prior to 5:00 p.m., New York City time, on the expiration date.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of Restricted Notes may withdraw (and resubmit) their tenders at any time prior to the expiration of the exchange offer. For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at one of the addresses set forth below under “—Exchange Agent,” or the holder must comply with the appropriate procedure of DTC’s ATOP system.

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Any such notice of withdrawal must specify the name of the person who tendered the Restricted Notes to be withdrawn, identify the Restricted Notes to be withdrawn (including the principal amount of the Restricted Notes and the CUSIP number of the Restricted Notes) and, where Restricted Notes have been transmitted, specify the name in which the Restricted Notes were registered if different from that of the withdrawing holder. Any such notice of withdrawal must also be signed by the person having tendered the Restricted Notes to be withdrawn in the same manner as the original signature on the letter of transmittal by which these Restricted Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to permit the Trustee for the Restricted Notes to register the transfer of these notes into the name of the person having made the original tender and withdrawing the tender and, if applicable because the Restricted Notes have been tendered through the book-entry procedure, specify the name and number of the participant’s account at DTC to be credited if different than that of the person having tendered the Restricted Notes to be withdrawn.

If Restricted Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Restricted Notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices, and our determination shall be final and binding on all parties. We will deem any Restricted Notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any Restricted Notes that have been tendered for exchange but that are not exchanged for any such outstanding notes.reason will be returned to their holder without cost to the holder (or, in the case of Restricted Notes tendered by book-entry transfer into the exchange agent’s account of DTC according to the procedures described above, the Restricted Notes will be credited to an account maintained with DTC for Restricted Notes) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Restricted Notes may be retendered by following one of the procedures described under “Procedures for Tendering the Restricted Notes” above at any time prior to the expiration time.

Exchange Agent

U.S.The Bank National Associationof New York Mellon Trust Company, N.A. has been appointed as exchange agent for the exchange offer. AnyYou should direct questions and requests for assistance andor requests for additional copies of this prospectus, or of the letter of transmittal, should be directed to the exchange agent addressed as follows:

U.S.The Bank National Associationof New York Mellon Trust Company, N.A., Exchange Agent

5555 San Felipe St., Suite 1150By Registered or Certified Mail, Overnight Delivery

Houston, TX 77056c/o BNY Mellon Corporate Trust Operations – Reorganization Unit

Attention: Mauri J. Cowen2001 Bryan Street, 10th Floor

713-235-9206Dallas, Texas 75201

mauri.cowen@usbank.comAttn: Tiffany Castor

If you deliver letters of transmittal and any other required documentsFor Information Call:

315-414-3034

For Facsimile Transmission (for Eligible Institutions only):

(732) 667-9408

E-mail Inquiries:

CT_REORG_UNIT_INQUIRIES@bnymellon.com

Delivery to an address or facsimile number other than those listedas set forth above your tender is invalid.does not constitute a valid delivery to the exchange agent.

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Fees and Expenses

The registration rights agreement provides that weWe will bear all expenses in connection with the performance of our obligations relatingnot make any payment to the registration of the exchange notes and the conductbrokers, dealers or others soliciting acceptances of the exchange offer. TheseWe have agreed under the Registration Rights Agreement to pay any and all expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will payincident to the exchange agent reasonableoffer other than commissions or concessions of any broker-dealers and customary fees for its serviceswe will indemnify and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that arehold harmless the holders of outstanding notes and for handling or tendering for such clients.

We have not retainedthe Restricted Notes (including any dealer-managerbroker-dealers, among other persons) against certain liabilities, including liabilities under the Securities Act. The cash expenses to be incurred in connection with the exchange offer, andincluding out-of-pocket expenses for the exchange agent, will be paid by us. We will not pay for underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, feerelating to the sale or commissiondisposition of Restricted Notes by a holder.

Consequences of Failure to any broker, dealer, nominee or other person, other thanExchange

Holders of Restricted Notes who do not exchange their Restricted Notes for Registered Notes under the exchange agent, for soliciting tendersoffer will remain subject to the restrictions on transfer of outstanding notesthe Restricted Notes as set forth in the legend printed on the Restricted Notes as a consequence of the issuance of the Restricted Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws and otherwise as set forth in the offering memorandum distributed in connection with the private placement offering of the Restricted Notes.

In general, you may not offer or sell the Restricted Notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreement, we do not intend to register resales of the Restricted Notes under the Securities Act. Based on interpretations of the SEC staff, Registered Notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any such holder that is the Company’s “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act so long as the holders acquired the Registered Notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the Registered Notes to be acquired in the exchange offer.

We do not currently anticipate that we will register under the Securities Act any Restricted Notes that remain outstanding after completion of the exchange offer. See “Risk Factors—Risks Related to the Exchange Offer—You may have difficulty selling the Restricted Notes that you do not exchange.”

Accounting Treatment

The exchange notesWe will be recordedrecord the Registered Notes in our accounting records at the same carrying value as the outstanding notes,Restricted Notes for which they were exchanged in respect of the offer made pursuant to this prospectus, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize noany gain or loss for accounting purposes upon the closing of the exchange offer. The expenses of the exchange offer will be charged to operations and maintenance expense on the Consolidated Statements of Income as incurred.

Transfer Taxes

Holders who tender their outstanding notes for the corresponding series of exchange notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the holder must pay any such transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Outstanding Notes

Holders who desire to tender their outstanding notes in exchange for the corresponding series of exchange notes should allow sufficient time to ensure timely delivery. Neither the exchange agent nor Enable is under any duty to give notification of defects or irregularities with respect to the tenders of notes for exchange.

Outstanding notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the outstanding notes and the existing restrictions on transfer set forth in the legend on the outstanding notes and in the confidential offering memorandum dated May 19, 2014 relating to the outstanding notes. Except in limited circumstances with respect to specific types of holders of outstanding notes, we will have no further obligation to provide for the registration under the Securities Act of such outstanding notes. In general, outstanding notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action to register the outstanding notes under the Securities Act or under any state securities laws.

Upon completion of the exchange offer, holders of the outstanding notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances, and provisions in the outstanding notes related to additional interest will not apply. Holders of the exchange notes of any series and any outstanding notes of such series which remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. Because the exchange notes have substantially identical terms as the corresponding series of outstanding notes, the issuance of the exchange notes will not result in any increase in our indebtedness. The outstanding notes surrendered in exchange for the corresponding series of exchange notes will be retired and canceled and cannot be reissued. The exchange offer is intended to satisfy our obligations under the registration rights agreement.

DESCRIPTION OF THE EXCHANGE NOTES

We will issue the exchange notes and we issued the outstanding notes under an indenture, dated as of May 27, 2014 (as amended and supplemented, the “indenture”), between us and U.S. Bank National Association, as trustee, supplemented by a first supplemental indenture, dated as of May 27, 2014, among us, CERC, as guarantor, and the trustee. Except as otherwise indicated below, the following summary applies to the outstanding notes issued May 27, 2014 and to the exchange notes to be issued in connection with the exchange offer. We will expense the costs of the exchange offer and amortize the remaining unamortized expenses related to the issuance of the Restricted Notes over the term of the Registered Notes.

Additional Obligations

In this sectionthe Registration Rights Agreement, we agreed that under certain circumstances we would file a shelf registration statement with the SEC covering resales of notes by holders thereof if, for any reason, the exchange

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offer is not completed on or prior to October 5, 2023 or if, following such date, we receive a written request from certain holders of the Restricted Notes for the filing of a shelf registration statement. In such an event, we would be under a continuing obligation to use commercially reasonable efforts to keep the shelf registration statement effective and to provide copies of the latest version of the prospectus contained therein to any broker-dealer that requests copies for use in a resale.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take. We may in the future seek to acquire untendered Restricted Notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any Restricted Notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered Restricted Notes.

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DESCRIPTION OF THE REGISTERED NOTES

The Restricted Notes were, and the Registered Notes will be, issued under the Indenture, as amended and supplemented from time to time, including by the Supplemental Indenture, between us and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, National Association), as trustee (the “Trustee”).

Because this section is a summary, it does not describe every aspect of the Indenture or the Registered Notes. This summary is subject to and qualified in its entirety by reference to all of the provisions of the Indenture, including definitions of certain terms used in the Indenture and the Registered Notes. You should read the Indenture and the Registered Notes, because they contain additional information and they, and not this description, will define your rights as a holder of the Registered Notes. Additionally, copies of the Indenture are available without charge upon request to us at the address provided in the section entitled “Where You Can Find More Information.” You will find the definitions of certain capitalized terms used in this section under the heading “—Certain Definitions.” For purposes of this description, references to “Company,” “CERC,” “we sometimes,” “us” or “our” refer to CenterPoint Energy Resources Corp. and its subsidiaries as of the outstanding 2019 notesdate of this prospectus. Certain defined terms used in this section but not defined herein have the meanings assigned to them in the Indenture.

General

The following table sets forth the title (including the interest rate), CUSIP number, maturity date, maximum aggregate principal amount, interest payment dates and record dates of the Registered Notes offered.

Both the Registered Notes and the 2019 exchange notes collectively as the “2019 notes,” to the outstanding 2024 notes and the 2024 exchange notes collectively as the “2024 notes,” to the outstanding 2044 notes and the 2044 exchange notes collectively as the “2044 notes” and to the outstanding notes andRestricted Notes that are not exchanged in the exchange notes collectively as the “notes.” The terms of the exchange notes are the same as the terms of the corresponding series of outstanding notes, except that (i) the exchange notesoffer will be registered under the Securities Act, (ii) the exchange notes will not bear restrictive legends restricting their transfer under the Securities Act, (iii) holders of the exchange notes are not entitled to certain rights under the registration rights agreement, and (iv) the exchange notes will not contain provisions relating to an increase in any interest rate notes under circumstances related to the timing of the exchange offer.

The 2019 notes, the 2024 notes and the 2044 notes will each constitutetreated as a single series of debt securities under the indenture. IfIndenture, pursuant to which the exchange offer for outstanding notes of a series is consummated, holders of outstanding notes of that series who do not exchange their outstanding notes for exchange notes of that series will vote together with holders ofRestricted Notes were, and the exchange notes of that series for all relevant purposes under the indenture. Accordingly, in determining whether the required holders have given any notice, consent or waiver or taken any other action permitted under the indenture, any outstanding notes of a series that remain outstanding after the exchange offerRegistered Notes will be, aggregatedissued, along with the exchangeany additional notes of that series, and the holders of those outstanding notes and exchange notes will vote together as a single series. All references in this prospectus to specified percentages in aggregate principal amount of notes of a series means, at any time after the exchange offer is consummated, the percentages in aggregate principal amount of the outstanding notes of that series and the exchange notes of that series collectively then outstanding.

The following description is a summary of the material provisions of the notes and the indenture. This summary is not complete and is qualified in its entirety by referenceissued pursuant to the indenture and the notes. We urge you to read the indenture because it, and not this description, defines your rights as a holder of notes. You may request copies of the indenture from us as set forth under “Additional Information.” The terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

You can find the definitions of various terms used in this description under “—Certain Definitions” below. In this description, the terms “Enable,” “we,” “us” and “our” refer only to Enable Midstream Partners, LP and not to any of its subsidiaries.

General

The notes are:

The 2019 notes, the 2024 notes and the 2044 notes are separate series of notes under the indenture. The 2019 notes and the 2024 notes (the “Guaranteed Notes”), but not the 2044 notes, are guaranteed as to collection by CERC on a subordinated basis, subject to automatic release on May 1, 2016. See “Description of the Subordinated Guarantee of Collection.”

The indenture does not contain any covenant or other specific provision affording protection to holders of the debt securities in the event of a highly leveraged transaction or a change in control of us, except to the limited extent described below under “Covenants—Consolidation, Merger, Conveyance or Transfer.”

As of March 31, 2015, we had:

Further IssuancesIndenture.

We may issue additional series of debt securities from time to time under the indenture, and thereIndenture. There is no limitation on the amount of debt securities we may issue under the indenture. In addition,Indenture. As of March 31, 2023, approximately $3.9 billion aggregate principal amount of debt securities were outstanding under the Indenture.

Ranking of the Registered Notes

The Registered Notes will:

As of March 31, 2023, we, on an unconsolidated basis, had approximately $4.4 billion aggregate principal amount of indebtedness outstanding (inclusive of outstanding commercial paper), all of which was unsecured and unsubordinated.

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Subject to exceptions, and subject to compliance with the applicable requirements, set forth in the Indenture, we may discharge our obligations under the Indenture with respect to the Registered Notes as described below under “—Defeasance.”

Structural Subordination

Dividends or advances from our subsidiaries are a source of funds necessary to meet our debt service obligations. Contractual provisions or laws, as well as our subsidiaries’ financial condition and operating requirements, may limit our ability to obtain cash from our subsidiaries that we may require to pay our debt service obligations, including payments on the Registered Notes. The Registered Notes will be structurally subordinated to all of the liabilities of our subsidiaries with regard to the assets and earnings of our subsidiaries. Our subsidiaries generate a significant portion of our operating income and cash flow. As of March 31, 2023, our subsidiaries had approximately $1.4 billion aggregate principal amount of indebtedness and other liabilities outstanding (such amount is inclusive of $1.3 billion of intercompany borrowings owed to CenterPoint Energy Resources Corp.), all of which was unsecured and unsubordinated.

Principal, Maturity and Interest

The Registered Notes will mature on December 1, 2035. The Registered Notes are initially limited to $75,000,000 in aggregate principal amount. However, we may issue additional notes of the same series from time to time, without notice to or the consent of the holders of the notes or the trustee, increase theRegistered Notes. The Registered Notes will be issued in minimum denominations of $1,000 principal amount of any series of notes under the indenture and issue such increased principal amount (or any portion thereof), in which case any additional notes of such series so issued will have the same form and terms (other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue and the initial interest payment date), and will carry the same right to receive accrued and unpaid interest, as the notes of such series previously issued, and such additional notes of such series will form a single series with the notes of such series previously issued for all purposes under the indenture.

Principal, Maturity and Interest

The 2019 notes mature on May 15, 2019, have an initial aggregate principal amount of $500 million and bear interest at a rate of 2.400% per annum from the latest date to which interest shall have been paid on the outstanding 2019 notes surrendered in exchange therefor or, if no interest has been paid on such outstanding notes, from May 27, 2014.

The 2024 notes mature on May 15, 2024, have an initial aggregate principal amount of $600 million and bear interest at a rate of 3.900% per annum from the latest date to which interest shall have been paid on the outstanding 2024 notes surrendered in exchange therefor or, if no interest has been paid on such outstanding notes, from May 27, 2014.

The 2044 notes mature on May 15, 2044, have an initial aggregate principal amount of $550 million and bear interest at a rate of 5.000% per annum from the latest date to which interest shall have been paid on the outstanding 2044 notes surrendered in exchange therefor or, if no interest has been paid on such outstanding notes, from May 27, 2014.integral multiples thereof.

Interest on the notes isRegistered Notes will:

If any interest payment date, the maturity date or any redemption date falls on a day that is not a business day, the required payment will be represented by one or more global notes, as described below under “—Book-Entry Delivery and Settlement.”

Transfer and Exchange

A holder may transfer or exchange notes in accordancemade on the next business day with the indenture. No service chargesame force and effect as if made on the relevant interest payment date, maturity date or redemption date and no additional amounts will accrue on that payment for the period from and after the interest payment date, maturity date or redemption date, as the case may be, imposedto the date of that payment on the next succeeding business day. Unless we default on a payment, no interest will accrue for the period from and after the applicable maturity date or redemption date. A “business day” is any day that is not a Saturday, a Sunday, or a day on which banking institutions or trust companies in connection with any transferNew York City are generally authorized or exchange of any note, but we, the registrar and the trustee may require such holder, among other things, to furnish appropriate endorsements and transfer documents, and we may require such holder to pay any taxes and fees required by law or permitted byexecutive order to remain closed.

Payment and Paying Agents

Under the indenture. WeIndenture, we will pay interest on the Registered Notes to the persons in whose names the Registered Notes are not requiredregistered at the close of business on the regular record date for each interest payment. However, we will pay the interest payable on the Registered Notes at their stated maturity to transfer or exchange any notes selected for redemption. Also,the persons to whom we are not required to transfer or exchange any notes in respect of which a notice of redemption has been given or for a period of 15 days before a selectionpay the principal amount of the notes to be redeemed.Registered Notes.

Paying Agent

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We will pay principal, premium, if any, and Registrar

The trustee will initially actinterest on the Registered Notes at the offices of the Trustee, who we have designated as the sole paying agent and registrar for the notes. WeRegistered Notes. However, except in the case of a global security, we may changepay interest by:

At any time, we may designate additional paying agents or rescind the designation of any paying agents. However, we are required to maintain a paying agent in each place of payment for the Registered Notes at all times.

Any money deposited with the Trustee or any paying agent for the payment of principal, premium, if any, and interest on the Registered Notes that remains unclaimed for two years after the date the payments became due, may be repaid to us upon our request. After we have been repaid, holders of the Registered Notes entitled to those payments may only look to us for payment as our unsecured general creditors. The Trustee and any paying agents will not be liable for those payments after we have been repaid.

Regarding the Trustee

The Bank of New York Mellon Trust Company, N.A., successor to JPMorgan Chase Bank, National Association, is the Trustee, security registrar without prior noticeand paying agent under the Indenture for the Registered Notes. As of March 31, 2023, the Trustee served as trustee for approximately $3.9 billion aggregate principal amount of our debt securities. In addition, the Trustee serves as trustee for debt securities issued by or on behalf of our affiliates, aggregating approximately $10.1 billion as of March 31, 2023. We maintain brokerage relationships with the Trustee and its affiliates, each of whom may maintain other relationships with us or our affiliates in the ordinary course of business.

If an event of default occurs under the Indenture and is continuing, the Trustee will be required to use the degree of care and skill of a prudent person in the conduct of that person’s own affairs. The Trustee will become obligated to exercise any of its powers under the Indenture at the request of any of the holders of the notes, and we or anyRegistered Notes issued under the Indenture only after those holders have offered the Trustee indemnity satisfactory to it.

If the Trustee becomes one of our subsidiariescreditors, its rights to obtain payment of claims in specified circumstances, or to realize for its own account on certain property received in respect of any such claim as security or otherwise will be limited under the terms of the Indenture pursuant to the provisions of the Trust Indenture Act. The Trustee may act as paying agent or registrar; provided,engage in certain other transactions; however, that weif the Trustee acquires any conflicting interest (within the meaning specified under the Trust Indenture Act), it will be required to maintain at all times an officeeliminate the conflict or agency in the Borough of Manhattan, The City of New York (which may be an office of the trustee or an affiliate of the trustee or the registrar or a co-registrar for the notes) where the notes may be presented for payment and where the notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon us in respect of the notes and the indenture may be served. We may also from time to time designate one or more additional offices or agencies where the notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.resign.

Optional Redemption

At any time prior to (a) April 15, 2019, with respect to the 2019 notes, (b) February 15, 2024, with respect to the 2024 notes, and (c) November 15, 2043, with respect to the 2044 notes, weThe Registered Notes will have the right to redeem the respective series of notes, inbe redeemable as a whole or in part, at our option, at any time, at a redemption price equal to the greater of

(1) 100% of the principal amount of the notesRegistered Notes to be redeemed and

(2) as determined by the Trustee, the sum of the present values of the principal amounts of the notes to be redeemed and the remaining scheduled payments of principal and interest on such notes (exclusive ofthe Registered Notes to be redeemed (excluding interest accrued to the redemption date)date of redemption) discounted from their respective scheduled payment dates to the redemption date on a semiannual basissemi-annually (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Ratetreasury rate (as defined below), plus 1525 basis points, plus, in either case, unpaid interest accrued on such Registered Notes to the date of redemption; provided, however, that interest payable on a Registered Note with respect to an interest payment date that falls on or before the redemption date shall be made to the holder of such Registered Note on the record date related to such interest payment date.

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“treasury rate” means, with respect to the 2019 notes, 20 basis points, with respectredemption date, the rate per annum equal to the 2024 notes, and 25 basis points, with respectsemi-annual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the 2044 notes,

plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to, but not including, such redemption date. From and after (x) April 15, 2019, with respect to the 2019 notes, (y) February 15, 2024, with respect to the 2024 notes, and (z) November 15, 2043, with respect to the 2044 notes, we will have the right to redeem the respective series of notes, in whole or in part, at a redemptioncomparable treasury price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding,for the redemption date.

“Comparable Treasury Issuecomparable treasury issue” means the United States Treasury security selected by the Quotation Agentindependent investment banker as having a maturity comparable to the remaining term of the notesRegistered Notes to be redeemed that would be utilized,used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.the Registered Notes to be redeemed.

“Comparable Treasury Priceindependent investment banker” means the reference treasury dealer appointed by the Trustee after consultation with us.

“comparable treasury price” means, with respect to anythe redemption date, for notes, (1) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest of all of the Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.reference treasury dealer quotation obtained.

“Quotation Agent” means the Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means (i) RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, and their respective successors; provided, however, that if any of the foregoing ceases to be a U.S. government securitiesreference treasury dealer (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer and (ii) one other Primary Treasury Dealer selected by us.

“Reference Treasury Dealer Quotationquotation” means, with respect to each Reference Treasury Dealerthe reference treasury dealer and anythe redemption date, the average, as determined by the Quotation Agent,Trustee, of the bid and asked prices for the Comparable Treasury Issuecomparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation AgentTrustee by such Reference Treasury Dealerreference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding the redemption date.

“Treasury Ratereference treasury dealer” means Goldman Sachs & Co. LLC and its respective successors; provided, however, that if Goldman Sachs & Co. LLC shall cease to be a primary U.S. Government securities dealer in New York City (a “primary treasury dealer”), we shall replace it with another primary treasury dealer.

The Trustee, at our written direction, will send a notice of redemption by first-class mail (or otherwise transmitted in accordance with the procedures of The Depository Trust Company with respect to any redemption date, the rate per year equalRegistered Notes registered in the name of Cede & Co.) at least 30 days and not more than 60 days prior to the semiannual equivalent yielddate fixed for redemption to maturityeach holder of the Comparable Treasury Issue, calculated using aRegistered Notes to be redeemed. Unless we default on payment of the redemption price, for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equalinterest will cease to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculatedaccrue on the third business day preceding anyRegistered Notes or portions thereof called for redemption date.

Redemption Procedures

on the date fixed for redemption. If fewer than all of the notes of a seriesRegistered Notes are to be redeemed, at any time, such notes will be selected for redemption at leastnot more than 60 days prior to the redemption date, and such selection will be made by the trustee on a pro rata basisRegistered Notes or by lot (whichever is consistent with the trustee’s customary practice); provided, that if the notes are represented by global notes, interests in such global notesportions thereof called for redemption will be selected for redemptionfrom the outstanding Registered Notes not previously called by The Depository Trust Company (“DTC”) in accordance with its customary procedures; provided further, that nosuch method as the Trustee deems fair and appropriate. In the case of a partial redemption of any note will occur if such redemption would reduce the principal amount of such note to less than $2,000. Notices of redemption with respect to the notes will be sent not less than 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at such holder’sRegistered Notes registered address.

If any note is to be redeemed in part only, the notice of redemption that relates to such note will state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of Cede & Co., the holder thereof upon cancellationRegistered Notes to be redeemed will be determined in accordance with the procedures of The Depository Trust Company.

Notice of any redemption of the original note.Registered Notes called formay, at our discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in us or another entity). If such redemption will become due on the date fixed for redemption. Onis so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and after the redemption date, interest will cease to accrue on the notes or portions of the notes called for redemption unless we defaultsuch notice may be rescinded in the paymentevent that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the business day immediately preceding the relevant redemption date. We shall notify holders of the redemption price.any such rescission as soon as practicable after we determine that such conditions precedent will not be able to be satisfied or we are not able or willing to waive such conditions precedent.

Open Market Purchases; No Mandatory Redemption or Sinking Fund

We may at any time and from time to time repurchase notes in the open market or otherwise, in each case without any restriction under the indenture. We are not requiredobligated to make mandatory redemption or sinking fund payments with respect to the notes.

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No Financial Covenants

The indenture includesIndenture does not contain financial covenants and does not restrict us from paying dividends, incurring additional indebtedness or issuing or repurchasing any of our other securities. The Indenture also does not protect holders in the following covenants with respectevent of a highly leveraged transaction, except to the notes:

extent described below under the heading “— Consolidation, Merger Conveyance or Transferand Sale of Assets.”

The indenture provides that EnableConsolidation, Merger and Sale of Assets

Under the Indenture, we may not directly or indirectly consolidate with or merge into, or convey, transfer or lease our properties and assets substantially as an entirety, to any person, referred to as a “successor person,” and we may not permit any person to consolidate with or merge into, any other Person, or sell, assign,convey, transfer or lease convey or otherwise dispose of all orits properties and assets substantially all of the assets and properties of Enable and its Subsidiariesas an entirety to a Person other than Enable or its Subsidiaries in one or more related transactionsus, unless:

As used in the Indenture, the term “corporation” means a corporation, association, company, joint-stock company or business trust.

Events of Default

Each of the following is an event of default under the indenture will have occurred and be continuing.

If an event of America, any State, any foreign countrydefault occurs and is continuing with respect to the Registered Notes, either the Trustee or any department, agency or instrumentality or political subdivisionthe holders of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any partat least 33% in principal amount of the purchase price or the cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type;

The term “control” (including the consentterms “controlled by” and “under common control with”) means the possession, direct or indirect, of the holderpower to direct or cause the direction of each note affected thereby:the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise.

“equity interests” means any capital stock, partnership, joint venture, member or limited liability or unlimited liability company interest, beneficial interest in a trust or similar entity or other equity interest or investment of whatever nature.

“Finance Lease” means a lease that, in accordance with accounting principles generally accepted in the United States of America, would be recorded as a finance lease on the balance sheet of the lessee, but excluding, for the avoidance of doubt, any operating leases or any other non-finance leases.

“indebtedness,” as applied to us or any subsidiary, means bonds, debentures, notes and other instruments or arrangements representing obligations created or assumed by us or any such subsidiary, including any and all:

All indebtedness secured by a lien upon property owned by us or any subsidiary and upon which indebtedness we or any such subsidiary customarily pays interest, although we or any such subsidiary has not assumed or become liable for the payment of such indebtedness, is also deemed to be indebtedness of us or any such subsidiary. All indebtedness for borrowed money incurred by other persons which is directly guaranteed as to payment of principal by us or any subsidiary will for all purposes of the Indenture be deemed to be indebtedness of us or any such subsidiary, but no other contingent obligation of us or any such subsidiary in respect of indebtedness incurred by other persons shall be deemed indebtedness of us or any such subsidiary.

“lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, charge, security interest, encumbrance or lien of any kind whatsoever (including any Finance Lease).

“non-recourse debt” means (i) any indebtedness for borrowed money incurred by any project finance subsidiary to finance the acquisition, improvement, installation, design, engineering, construction, development, completion, maintenance or operation of, or otherwise to pay costs and expenses relating to or providing financing for, any project, which indebtedness for borrowed money does not provide for recourse against us or any of our subsidiaries (other than a project finance subsidiary and such recourse as exists under a performance guaranty) or any property or asset of us or any of our subsidiaries (other than equity interests in, or the property or assets of, a project finance subsidiary and such recourse as exists under a performance guaranty) and (ii) any refinancing of such indebtedness for borrowed money that does not increase the outstanding principal amount thereof (other than to pay costs incurred in connection therewith and the capitalization of any interest or fees) at the time of the refinancing or increase the property subject to any lien securing such indebtedness for borrowed money or otherwise add additional security or support for such indebtedness for borrowed money.

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“performance guaranty” means any guaranty issued in connection with any non-recourse debt that (i) if secured, is secured only by assets of or equity interests in a supplemental indentureproject finance subsidiary, and (ii) guarantees to the provider of such non-recourse debt or any other person (a) performance of the improvement, installation, design, engineering, construction, acquisition, development, completion, maintenance or operation of, or otherwise affects any such act in respect of, all or any portion of the project that changes or eliminates any covenantis financed by such non-recourse debt, (b) completion of the minimum agreed equity or other provisioncontributions or support to the relevant project finance subsidiary, or (c) performance by a project finance subsidiary of obligations to persons other than the indenture that has expressly been included solelyprovider of such non-recourse debt.

“project finance subsidiary” and “project finance subsidiaries” means any of our subsidiaries designated by us whose principal purpose is to incur non-recourse debt and/or construct, lease, own or operate the assets financed thereby, or to become a direct or indirect partner, member or other equity participant or owner in a person created for such purpose, and substantially all the benefitassets of which subsidiary or person are limited to (x) those assets being financed (or to be financed), or the operation of which is being financed (or to be financed), in whole or in part by non-recourse debt, or (y) equity interests in, or indebtedness or other obligations of, one or more particular seriesother such subsidiaries or persons, or (z) indebtedness or other obligations of notes,us or that modifiesour subsidiaries or other persons. At the rightstime of designation of any project finance subsidiary, the sum of the holdersnet book value of notesthe assets of such series with respect to such covenant or other provision, shall be deemed not to affectsubsidiary and the rights under the indenturenet book value of the holdersassets of notes of anyall other series.

The indenture provides that we andproject finance subsidiaries then existing shall not in the trustee may, without the consentaggregate exceed 10 percent of the holders of the notes, enter into one or more supplemental indentures for any of the following purposes:

(h)

to supplement any of the provisions of the indenture as may be necessary for the defeasance and discharge of any series of the notes, so long as action does not adversely affect the interests of any holder of an outstanding note of such series or any other debt security in any material respect;

Limitation of Liability

Our unitholders, our general partner and its directors, officers and members and those of any guarantor will not be liable for our obligations under the notes, the indenture or any guarantees, or for any claim based on, or in respect of, such obligations. By accepting a note, each holder of that debt security will have agreed to this provision and waived and released any such liability on the part of our unitholders, our general partner and its directors, officers and members and those of any guarantor. This waiver and release are part of the consideration for our issuance of the debt securities. It is the view of the SEC that a waiver of liabilities under the federal securities laws is against public policy and unenforceable.

Concerning the Trustee

The trustee will perform only those duties that are specifically set forth in the indenture unless an event of default occurs and is continuing. If an event of default occurs and is continuing, the trustee will exercise the same degree of care and skill in the exercise of its rights and powers under the indenture as a prudent person would exercise in the conduct of his or her own affairs. The trustee is under no obligation to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the indenture, or in the exercise of any of its rights or powers.

Notice

Notice to holders of the notes will be given by first-class mail at such holder’s address as it appears in the security register or in the case of global notes, notice will be given in accordance with the depository’s applicable procedures.

Title

We, the trustee and any of our or the trustee’s agents may treat the person in whose name the notes are registered as the owner of the notes, whether or not such notes may be overdue, for the purpose of making payment and for all other purposes.

Governing Law

The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture and the registration rights agreement without charge by writing to Enable Midstream Partners, LP, One Leadership Square, 211 North Robinson Avenue, Suite 150, Oklahoma City, Oklahoma 73102, Attention: Investor Relations or by calling (405) 558-4600.

Certain Definitionsconsolidated net tangible assets.

“Consolidated Net Tangible Assets” means at any date of determination, the total amount of consolidated assets of Enable and its Subsidiaries after deducting therefrom (1) all current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than twelve months after the time as of which the amount thereof is being computed, and (B) current maturities of long-term debt), and (2) the value (net of any applicable reserves and accumulated amortization) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth on the consolidated balance sheet of Enable and its Subsidiaries for the most recently completed fiscal quarter or fiscal year, as applicable.

“Debtsubsidiary” of any Personentity means without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto), other than standby letters of credit, performance bonds and other obligations issued by or for the account of such Person in the ordinary course of business, to the extent not drawn or, to the extent drawn, if such drawing is reimbursed not later than the third business day following demand for reimbursement, (d) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade and accounts payables and accrued expenses incurred in the ordinary course of business, (e) all capitalized lease obligations of such Person, (f) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person (provided that if the obligations so secured have not been assumed in full by such Person or are not otherwise such Person’s legal liability in full, then such obligations will be deemed to be in an amount equal to the greater of (i) the lesser of (A) the full amount of such obligations and (B) the fair market value of such assets, as determined in good faith by the board of directors of such Person, which determination will be evidenced by a board resolution, and (ii) the amount of obligations as have been assumed by such Person or which are otherwise such Person’s legal liability), and (g) all Debt of others (other than endorsements in the ordinary course of business) guaranteed by such Person to the extent of such guarantee.

“Enable GP” means Enable GP, LLC, a Delawarecorporation, partnership, joint venture, limited liability company, and its successors as the general partner of Enable.

“Issue Date” means May 27, 2014.

“Lien” means any mortgage, lien, pledge, security interest, charge, adverse claim, or other encumbrance.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Principal Property” means, whether currently owned or leased or subsequently acquired, any pipeline, gathering system, terminal, storage facility, processing plant or other plant or facility owned or leased by Enable or its Subsidiaries and usedestate of which (or in the transportation, distribution, terminalling, gathering, treating, processing, marketing or storage of natural gas, natural gas liquids, propane, crude oil, condensate or fresh or produced water except (1) any property or asset consisting of inventories, furniture, office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles (but excluding vehicles that generate transportation revenues) and (2) any such property or asset, plant or terminal which, in the good faith opinion of the Board of Directors of Enable GP as evidenced by resolutions of the Board of Directors of Enable GP, is not material in relation to the activities of Enable and its Subsidiaries, taken as a whole.

“Principal Subsidiary” means any Subsidiary of Enable that owns or leases, directly or indirectly, a Principal Property.

“Sale-Leaseback Transaction” means the sale or transfer by Enable or any Principal Subsidiary of any Principal Property to a Person (other than a Principal Subsidiary) and the taking back by Enable or any Principal Subsidiary, as the case may be, of a lease of such Principal Property.

“Subsidiary” means, as to any Person, (a) any corporation, association or other business entity (other than a partnership or limited liability company) of whichwhich) more than 50% of (i) the issued and outstanding capital stock having ordinary voting power is at the time owned or controlled, directly or indirectly, by such entity or one or more of the other Subsidiaries of such entity or (b) any general or limited partnership or limited liability company, (1) the sole general partner or member of which is the entity or a Subsidiary of the entity or (2) if there is more than one general partner or member, either (x) the only managing general partners or managing members of such partnership or limited liability company are such entity or Subsidiaries of such entity or (y) such entity owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other voting equities of such partnership or limited liability company, respectively.

“Subsidiary Guarantor” means each Subsidiary of Enable that may guarantee the notes pursuant to the terms of the indenture but only so long as such Subsidiary is a guarantor with respect to the notes on the terms provided for in the indenture.

DESCRIPTION OF THE SUBORDINATED GUARANTEE OF COLLECTION

CERC guarantees the collection (not payment) of our obligations under the Guaranteed Notes and our obligations under the indenture with respect to the Guaranteed Notes on an unsecured subordinated basis, subject to certain automatic release provisions (the “Subordinated Guarantee of Collection”).

The Subordinated Guarantee of Collection constitutes a guarantee of collection and not a guarantee of payment. CERC guarantees the ultimate collection of all principal and interest of the Guaranteed Notes, but does not, generally, guarantee the timely payment of scheduled principal or interest or the market value of the Guaranteed Notes. CERC’s obligations under the Subordinated Guarantee of Collection are those of a secondary obligor, and not as primary obligor, and are conditioned in all respects upon the trustee first pursuing and exhausting all rights and remedies against us to collect payment upon our obligations under the Guaranteed Notes and the indenture.

Subordination

The Subordinated Guarantee of Collection is a general unsecured obligation of CERC ranking:

No payment of our obligations under the Guaranteed Notes or the indenture may be made by CERC under the Subordinated Guarantee of Collection if either of the following occurs:

in each case, unless and until any such default has been cured or waived or has ceased to exist.

Upon any distribution of assets of CERC to creditors in connection with any insolvency, bankruptcy or similar proceeding, all principal of, and premium, if any, and interest due or to become due on all CERC Senior Debt must be paid in full before the holders of the Guaranteed Notes are entitled to receive or retain any payment from such distribution. As a result, holders of the Guaranteed Notes may receive a smaller proportion of CERC’s assets in liquidation than holders of CERC Senior Debt.

Automatic Release

The Subordinated Guarantee of Collection provides by its terms that it will be automatically and unconditionally released and discharged upon the earliest to occur of:

Definitions

For purposes of this “Description of the Subordinated Guarantee of Collection” section only, the following terms have the following meanings:

“Accounting Changes” refers to changes in accounting principles required or permitted by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC and includes the adoption or implementation of International Financial Reporting Standards or changes in lease accounting.

“Accounting Principles” means GAAP applied in a manner consistent with that used in preparing the applicable financial statements, as may be modified in connection with any Accounting Changes.

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Accounting Principles.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Accounting Principles.

“CERC Subsidiary” means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership, joint venture or other Persons performing similar functions areentity or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by CERC.

“Consolidated CERC Subsidiary” means at any date any CERC Subsidiarysuch entity, by such entity and one or more of its other entity the accounts of which would be consolidated with CERC in its consolidated financial statements if such statements were prepared assubsidiaries or by one or more of such date.entity’s other subsidiaries.

“Consolidated Hedging Exposure” means,Satisfaction and Discharge

We may discharge our obligations under the Indenture while the Registered Notes remain outstanding if (1) all outstanding debt securities issued under the Indenture have become due and payable, (2) all outstanding debt securities issued under the Indenture have or will become due and payable at any timetheir scheduled maturity within one year or (3) all outstanding debt securities issued under the Indenture are scheduled for redemption in one year, and in each case, we have deposited with respectthe Trustee an amount sufficient to pay and discharge all applicable Swap Agreements to which CERC or a CERC Subsidiary is a counterparty,outstanding debt securities issued under the aggregate consolidated net exposure of CERC or such CERC Subsidiary under all such agreementsIndenture on a marked to market basis in accordance with GAAP.

“Designated CERC Senior Debt” means any CERC Senior Debt (i) that, at the date of determination, has an aggregate principal amount outstandingtheir scheduled maturity or the scheduled date of orredemption and we have paid all other sums payable under which the holders thereof are committed to lend up to, at least $100,000,000 or (ii) designated by CERC at the time of issuance thereof as Designated CERC Senior Debt for purposes of the Subordinated Guarantee of Collection.Indenture.

“GAAP” means generally accepted accounting principles in effect from time to time.Defeasance

“Indebtedness” of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all indebtedness of such Person for the deferred purchase price of property or services purchased (excluding accounts payable and trade payables), (c) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired, (d) all Capitalized Lease Obligations in accordance with Accounting Principles, (e) all reimbursement obligations, contingent or otherwise, outstanding under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (f) unless otherwise cash collateralized, Consolidated Hedging Exposure, (g) indebtedness of the type described in clauses (a) through (f) above secured by any lien (statutory or other), mortgage, pledge,

hypothecation, assignment,If we deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement) on property or assets of such Person, whether or not assumed (but in any event if such indebtedness is not assumed or guaranteed, the amount constituting Indebtedness under this clause will not exceed the fair market value of the property or asset subject to such security interest), (h) all direct guarantees of Indebtedness referred to in clauses (a) through (f) above of another Person, and (i) all Off Balance Sheet Indebtedness of such Person. For the purpose of determining “Indebtedness,” any particular Indebtedness will be excluded if and to the extent that (1) the necessary funds for the payment, redemption or satisfaction of that Indebtedness (including, to the extent applicable, any associated prepayment penalties, fees or payments and such other amounts required in connection therewith) have been irrevocably deposited with the proper depositary in trust or (2) the holder or beneficiary of such Indebtedness is an affiliate of CERC.

“Off Balance Sheet Indebtedness” means, with respect to any Person, (a) any repurchase obligation or repurchase liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (c) any obligations under Synthetic Leases or (d) any obligation arising with respect to any other transaction which is the functional equivalent of borrowing but which does not constitute a liability on the balance sheet of such Person. As used herein, “Synthetic Lease” means a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee pursuant to Statement of Financial Accounting Standards No. 13, as amended and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Property” of a Person means any and all right, title and interest of such Person in or to property, whether real, personal, tangible, intangible, or mixed.

“Swap Agreements” means any agreement with respect to any swap, forward, future or other derivative transaction or option or similar agreement entered into by CERC or any of its Subsidiaries in order to provide protection to CERC and/or its Subsidiaries against fluctuations in future interest rates, currency exchange rates or commodity prices.

BOOK-ENTRY, DELIVERY AND FORM

Except as set forth below, the exchange notes initially will be issued in registered, global form (“Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York,funds or government securities sufficient to make payments on the Registered Notes on the dates those payments are due and registered inpayable, then, at our option, either of the namefollowing will occur:

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If we effect legal defeasance of DTC or its nominee, in each case, for credit to an accountthe Registered Notes, the holders of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in registered certificated form except in the limited circumstances described below. Except in the limited circumstances described below, owners of beneficial interests in the GlobalRegistered Notes will not be entitled to the benefits of the Indenture, except for our obligations to:

We will be required to deliver to the Trustee an opinion of counsel that the deposit and related defeasance would not cause the holders of the Registered Notes to recognize gain or loss for federal income tax purposes and that the holders would be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and related defeasance had not occurred. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the United States Internal Revenue Service or a change in law to that effect.

Modification and Waiver

We may enter into one or more supplemental indentures with the Trustee without the consent of the holders of the Registered Notes to:

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We may enter into one or more supplemental indentures with the Trustee to add to, change or eliminate provisions of the Indenture or to modify the rights of the holders of one or more series of debt securities if we obtain the consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected by the supplemental indenture, treated as one class. However, without the consent of the holders of each outstanding debt security affected by the supplemental indenture, we may not enter into a supplemental indenture that:

Holders of a majority in principal amount of the outstanding debt securities of any series may waive past defaults or noncompliance with restrictive provisions of the Indenture. However, such holders of a majority in principal amount may not waive, and consequently, the consent of holders of each outstanding debt security of a series would be required to:

To determine whether the holders of the requisite principal amount of the outstanding debt securities have taken an action under the Indenture as of a specified date:

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An “original issue discount security” means a debt security issued under the Indenture which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of maturity. Some debt securities, including those for the payment or redemption of which money has been deposited or set aside in trust for the holders and those that have been fully defeased pursuant to Section 1402 of the Indenture, will not be deemed to be outstanding.

We will generally be entitled to set any day as a record date for determining the holders of outstanding debt securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the Indenture. In limited circumstances, the Trustee will be entitled to set a record date for action by holders of outstanding debt securities. If a record date is set for any action to be taken by holders of a particular series, the action may be taken only by persons who are holders of outstanding debt securities of that series on the record date. To be effective, the action must be taken by holders of the requisite principal amount of debt securities within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as we may specify, or the Trustee may specify, if it set the record date. This period may be shortened or lengthened by not more than 180 days.

Notices

Holders will receive physical deliverynotices by mail at their addresses as they appear in the security register.

Title

We may treat the person in whose name a Registered Note is registered on the applicable record date as the owner of suchthe Registered Note for all purposes, whether or not it is overdue.

Governing Law

New York Law governs the Indenture and will govern the Registered Notes once issued.

Book-Entry Delivery and Settlement

We will issue the Registered Notes in the form of one or more global notes in certificateddefinitive, fully registered form. The global notes will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, and will remain in the custody of the Trustee.

Transfers of beneficialBeneficial interests in the Global Notesglobal notes will be subjectrepresented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may hold interests in the global notes through DTC either directly if they are participants in DTC or indirectly through organizations that are participants in DTC. DTC has advised us as follows:

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The rules applicable rules and procedures ofto DTC and its direct orand indirect participants (including, if applicable, those of Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”)), which may change from time to time.are on file with the SEC.

Depository Procedures

The followingWe have provided the description of the operations and procedures of DTC Euroclear and Clearstream are providedin this prospectus solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systemsDTC and are subject to changeschange by them. The Companyit from time to time. Neither we nor the Trustee takes noany responsibility for these operations andor procedures, and urges investorsyou are urged to contact the systemDTC or theirits participants directly to discuss these matters.

We expect that under procedures established by DTC:

The laws of some statesjurisdictions may require that certain Personspurchasers of securities take physical delivery of those securities in definitive form of securities that they own. Consequently,form. Accordingly, the ability to transfer beneficial interests in the Registered Notes represented by a Global Noteglobal note to such Persons willthose persons may be limited to that extent. Becauselimited. In addition, because DTC can act only on behalf of the Participants, whichits participants, who in turn act on behalf of the Indirect Participants,persons who hold interests through participants, the ability of a person having beneficial interestsan interest in notes represented by a Global Noteglobal note to pledge suchor transfer those interests to Personspersons or entities that do not participate in the DTCDTC’s system, or otherwise to take actions in respect of such interests,interest, may be affected by the lack of a physical certificate evidencingdefinitive security in respect of such interests.interest.

So long as DTC or its nominee is the registered owner of a global note, DTC or that nominee will be considered the sole owner or holder of the Registered Notes represented by that global note for all purposes under the Indenture and under the Registered Notes. Except as describedprovided below, owners of beneficial interests in the Global Notesa global note will not be entitled to have notes represented by that global note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes and will not be considered the registered owners or “holders”holders thereof under the indentureIndenture or under the Registered Notes for any purpose.

Paymentspurpose, including with respect to the giving of any direction, instruction or approval to the Trustee. Accordingly, each holder owning a beneficial interest in respecta global note must rely on the procedures of DTC and, if that holder is not a direct or indirect participant, on the procedures of the principalparticipant through which that holder owns its interest, to exercise any rights of and interest and premium, if any, on, a Global Note registered in the nameholder of DTC or its nominee will be payable to DTC in its capacity as the registered holderRegistered Notes under the indenture. Under the terms of the indenture, the Company and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the trustee nor any agent of the CompanyIndenture or the trustee has orglobal note.

Neither we nor the Trustee will have any responsibility or liability for:for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the Registered Notes.

DTC has advisedor its nominee, as the Companycase may be, as the registered owner thereof. We expect that DTC or its current practice, at the due datenominee, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that itRegistered Notes represented by a global note, will not receive payment on such payment date. Each relevant Participant is creditedcredit participants’ accounts with an amountpayments in amounts proportionate to itstheir respective beneficial ownership of an interestinterests in the principal amount of the relevant securityglobal note as shown onin the records of DTC. PaymentsDTC

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or its nominee. We also expect that payments by the Participants and the Indirect Participantsparticipants to the beneficial owners of notesbeneficial interests in the global note held through such participants will be governed by standing instructions and customary practices andpractice as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The participants will be responsible for those payments.

Initial settlement for the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or the Company. None of the Company, CERC or the trusteeRegistered Notes will be liable for any delay bymade in immediately available funds. Secondary market trading between DTC or any of its Participantsparticipants will occur in identifying the beneficial owners of the notes, and the Company, CERC and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between the Participants will be effectedordinary way in accordance with DTC’s procedures,DTC rules and will be settled in same-day funds,immediately available funds. Although DTC has agreed to the foregoing procedures to facilitate transfers of the Registered Notes among its participants, it is under no obligation to perform or continue to perform such procedures and such procedures may be changed or discontinued at any time.

Secondary market trading between Clearstream participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear, as applicable.

Cross-market transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Crossmarket transfers between the Participants,DTC, on the one hand, and participants in Euroclear or Clearstream, participants, on the other hand, will be effected through DTC in accordance with the DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective U.S. depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels(European time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respectiveU.S. depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note inglobal securities through DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. fund settlement. Participants in Euroclear participants andor Clearstream participants may not deliver instructions directly to their respective U.S. depositaries.

Due to time zone differences, the depositariessecurities accounts of a participant in Euroclear or Clearstream purchasing an interest in a global security from a direct participant in DTC will be credited, and any such crediting will be reported to the relevant participant in Euroclear or Clearstream, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream.

DTC has advisedClearstream) immediately following the Company that it will take any action permitted to be taken bysettlement date of DTC. Cash received in Euroclear or Clearstream as a holderresult of exchange notes only at the directionsales of one or more Participants to whose account DTC has credited the interests in a global security by or through a participant in Euroclear or Clearstream to a direct participant in DTC will be received with value on the Global Notes andsettlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only in respect of such portionas of the aggregate principal amount of the exchange notes as to which such Participantbusiness day for Euroclear or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for certificated notes, and to distribute such notes to its Participants. Although Clearstream following DTC’s settlement date.

DTC, Euroclear and Clearstream have agreed to the foregoingabove procedures to facilitate transfers of interests in the Global Notesglobal notes among participants in DTC, Euroclear and Clearstream, theythose settlement systems. However, the settlement systems are under no obligationnot obligated to perform or to continue to perform suchthese procedures and may discontinue suchor change these procedures at any time. None ofNeither we nor the Company, CERC, the Trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

We may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, exchange note certificatesCertificated Notes

Notes in physical, certificated form will be printedissued and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believes to be reliable, but we take no responsibility for the accuracy thereof.

Exchange of Global Notes for Certificated Notes

The Company will issue certificated notes in registered definitive form to each person that DTC identifies as the beneficial owner of the notes represented by GlobalRegistered Notes upon surrender by DTC of the Global Notesonly if:

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EXCHANGE OFFER; REGISTRATION RIGHTS

On October 5, 2022, the Company and Goldman Sachs & Co. LLC, as dealer manager, entered into the trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, includingRegistration Rights Agreement with respect to the Restricted Notes. In the Registration Rights Agreement, the Company agreed, among other things, for the benefit of the holders of the Restricted Notes, to use commercially reasonable efforts to (1) cause to be filed a registration statement on Form S-4 with respect to a registered offer to exchange the Restricted Notes for Registered Notes, with terms substantially identical in all material respects to the Restricted Notes (except that the Registered Notes will not contain terms with respect to transfer restrictions or any increase in annual interest rate) and (2) cause such registration statement to become effective under the Securities Act by October 5, 2023.

If the SEC declares the registration statement of which this prospectus forms a part effective, the Company will offer the Registered Notes in exchange for the Restricted Notes. The exchange offer will remain open for at least 20 business days from the date such prospectus is mailed and/or electronically delivered. For each Restricted Note surrendered to the Company under the exchange offer, the holders of such Restricted Note will receive a Registered Note of equal principal amount. Interest on the Registered Notes will be payable semi-annually and will accrue from the most recent interest payment date of the Restricted Notes, which was June 1, 2023. A holder of registrable securities that participates in the exchange offer will be required to make certain representations to us. The Company will use commercially reasonable efforts to complete the exchange offer not later than 60 days after the registration statement becomes effective.

Under existing interpretations of the SEC contained in several no-action letters to third parties, the Registered Notes will be freely transferable after the exchange offer without further registration under the Securities Act, except that any broker-dealer that participates in the exchange offer must deliver a prospectus meeting the requirements of the Securities Act when it resells the Registered Notes. In addition, under applicable interpretations of the staff of the SEC, affiliates of the Company will not be permitted to exchange their Restricted Notes for Registered Notes in the exchange offer.

The Company will agree to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of the Registered Notes. Restricted Notes not tendered in the exchange offer will continue to bear interest at the rate set forth in the Indenture with respect to the Restricted Notes and be subject to all the terms and conditions specified in the Indenture, including transfer restrictions, but will not retain any rights under the Registration Rights Agreement (including with respect to increases in the annual interest rate described below) after the consummation of the exchange offer.

If for any reason the exchange offer is not completed on or prior to October 5, 2023 or if, following such date, the Company receives a written request from certain holders of the Restricted Notes for the filing of a shelf registration statement, then the Company will use commercially reasonable efforts to file and to have become effective a shelf registration statement relating to resales of the Restricted Notes and to keep that shelf registration statement effective until the date that the Restricted Notes cease to be “registrable securities” (as defined below). The Company will, in the event of such a shelf registration, provide to each participating holder of Restricted Notes copies of a prospectus, notify each participating holder of Restricted Notes when the shelf registration statement has become effective and take certain other actions to permit resales of the Restricted Notes. A holder of registrable securities that sells Restricted Notes under the shelf registration statement generally will be required to make certain representations to the Company, to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder of registrable securities (including certain indemnification obligations). Holders of registrable securities will also be required to suspend their use of the prospectus included in the shelf registration statement under specified circumstances upon receipt of notice from the Company.

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If a “registration default” (as defined below) occurs with respect to registrable securities, then additional interest shall accrue on the principal amount of the Restricted Notes that are registrable securities at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue; however, the rate at which such additional interest accrues may in no event exceed 1.00% per annum). The additional interest will cease to accrue when the registration defaults ends. A “registration default” occurs if (i) the exchange offer registered on a registration statement on Form S-4 for the Restricted Notes validly tendered in accordance with the terms of such registration statement is not completed on or prior to October 5, 2023 or, if a shelf registration statement is required, such shelf registration statement is not declared effective on or prior to the 60th day after the later of (A) October 5, 2023 and (B) the date on which the Company receives a written request from certain holders of the Restricted Notes for the filing of a shelf registration statement or (ii) if applicable, a shelf registration statement covering resales of the Restricted Notes has been declared effective and such shelf registration statement ceases to be effective or the prospectus contained therein ceases to be usable for resales of registrable securities (A) on more than two occasions of at least 30 consecutive days during the required effectiveness period as described therein or (B) at any time in any 12-month period during the required effectiveness period as described therein and such failure to remain effective or be so usable exists for more than 90 days (whether or not consecutive) in any 12-month period. A registration default ends with respect to a Restricted Note when such Restricted Note ceases to be a registrable security or, if earlier, in the case of a registration default under clause (ii) of the definition thereof, when the registration statement again becomes effective or the prospectus again becomes usable as permitted by the definition thereof.

The Registration Rights Agreement defines “registrable securities” initially to mean the Restricted Notes and provides that the Restricted Notes will cease to be registrable securities upon the earliest to occur of the following: (i) when a registration statement with respect to the Restricted Notes has become effective and the respective principalRestricted Notes have been exchanged or disposed of pursuant to such registration statement, (ii) when the Restricted Notes cease to be outstanding or (iii) when the Restricted Notes have been resold pursuant to Rule 144 under the Securities Act (but not Rule 144A) without regard to volume restrictions, provided the Company shall have removed or caused to be removed any restrictive legend on the Restricted Notes.

Any amounts of additional interest due will be payable in cash on the notessame original interest payment dates as interest on the Restricted Notes is payable.

This summary of the provisions of the Registration Rights Agreement does not purport to be issued.

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MATERIAL UNITED STATESU.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summarygeneral discussion of certain material U.S. federal income tax considerations relating to the exchange of outstanding notesRestricted Notes for the corresponding series of exchange notes and the ownership and disposition ofRegistered Notes in the exchange notes byoffer. It does not purport to contain a beneficial owner who purchasedcomplete analysis of all the outstanding notes on original issuance atpotential tax considerations relating to the first price, which we refer to as the “issue price,” at which a substantial portion of the notes were sold for cash to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers.exchange. This discussion does not address any tax consequences arising underis limited to holders of Restricted Notes who hold the lawsRestricted Notes as “capital assets” within the meaning of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax. As used in this summary, the term “notes” means the outstanding notes and the exchange notes. This summary is based onSection 1221 of the Internal Revenue Code of 1986, as amended (the “Code”“Code”), (generally, property held for investment). This discussion is based upon the Code, the Treasury Regulations revenue rulings, administrative interpretationspromulgated thereunder, judicial authorities and judicial decisions nowpublished positions of the Internal Revenue Service (the “IRS”), all as currently in effect, and all of which are subject to change or differing interpretations possibly with retroactive effect. Except as specificallyeffect, and any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth herein, this summary dealsherein.

This discussion is for general information purposes only with outstanding notes held as capital assets within the meaning of Section 1221and does not address all of the Code. This summary does not purport to address allU.S. federal income tax consequences and considerations that may be relevant to holdersa particular holder in light of theirsuch holder’s particular facts and circumstances orand does not apply to holders that are subject to special treatment under U.S. federal income tax rules,laws, such as, for example, banks insurance companies or other financial institutions,institutions; insurance companies, regulated investment companies, real estate investment trusts or mutual funds; holders liable for the alternative minimum tax; certain former citizens or former long-term residents of the United States; U.S. holders having a “functional currency” other than the U.S. dollar; tax-exempt organizations; dealers in securities; entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (or investors therein); subchapter S corporations, retirement plans, individual retirement accounts or other tax-deferred accounts; traders in securities that elect to use a mark to market method of accounting; or foreign currencies, tax-exempt investors, or persons holding the outstanding notesholders that hold Restricted Notes as part of a hedging transaction, straddle, constructive sale, or conversion transaction or other integrated or risk reduction transaction.

We haveThis discussion does not sought any ruling from the Internal Revenue Service (the “IRS”) or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary. As such, there can be no assurance that the IRS will agree with such statements and conclusions.

All persons that exchange outstanding notes for the corresponding series of exchange notes in the exchange offer are urged to consult their own tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations as well asaddress any tax consequences arising under theU.S. federal tax laws ofother than those pertaining to income tax, nor does it address any considerations under any state, local or foreign jurisdiction.tax laws or under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010. This discussion also does not address any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith). No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

If a partnership or other entity taxableor arrangement treated as a partnership for U.S. federal income tax purposes holds the notes,Restricted Notes, the tax treatment of a person treated as a partner in thesuch partnership for U.S. federal income tax purposes generally will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the notes, youSuch partnerships and partners in such partnerships should consult yourtheir tax advisor regardingadvisors about the tax consequences of the exchange offer.to them.

ExchangeThis discussion is for general purposes only. All holders are urged to consult with their tax advisors as to the specific tax consequences to them of the exchange of Restricted Notes for Registered Notes in light of their particular facts and circumstances, including the applicability and effect of any U.S. federal, state, local, foreign or other tax laws.

Consequences of Tendering Restricted Notes

The exchange of the outstanding notesRestricted Notes for the corresponding series of exchange notesRegistered Notes in the exchange offer shouldwill not be treated as an “exchange” for U.S. federal income tax purposes, because the exchange notes should not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for the corresponding series of exchange notes should not beconstitute a taxable event to a holderexchange for U.S. federal income tax purposes. Moreover, the exchange notes should have the same tax attributes as the outstanding notes exchanged therefor.

Potential Contingent Payment Debt Treatment

In certain circumstances described under “Description of Exchange Notes—Optional Redemption” we may be obligated to make payments on the exchange notes in excess of stated interest and principal. We intend to take the position that the possibility that such additional amountsAccordingly, you will be paid (and any other additional amounts we may have been obligated to pay with respect to the outstanding notes) does not cause the exchange notes to be treated as contingent payment debt instruments. This position is based in part on assumptions regarding the likelihood, as of the date of issuance of the notes, that such additional payments will have to be made. Assuming such position is respected, our determination is binding on a holder, unless such holder explicitly discloses a contrary position to the IRS in the manner prescribed by applicable Treasury Regulations. The IRS, however, may take a position contrary to our position, which could affect the timing and character of a holder’s income

and the timing of our deductions with respect to the exchange notes. Holders should consult their tax advisors regarding the potential application of the contingent payment debt instrument rules to the exchange notes and the consequences thereof. The remainder of this discussion assumes the exchange notes are not contingent payment debt instruments.

Consequences to U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of the notes who or that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust (1) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (2) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Payments of Interest

A U.S. Holder will be required to include stated interest in his, her, or its income as ordinary income in accordance with such U.S. Holder’s method of accounting for U.S. federal income tax purposes.

Market Discount and Amortizable Bond Premium

If you purchased your outstanding notes at a price other than their issue price, the market discount or amortizable bond premium rules may apply to your exchange notes. You should consult your tax advisor regarding this possibility.

Sale, Exchange, Redemption or Other Taxable Disposition of the Notes

A U.S. Holder generally will recognize gain or loss upon the sale, exchange (other thanof Restricted Notes for exchange notes, pursuant to this exchange offer), redemption, retirement, or other taxable disposition of a note to the extent of the difference between:

A U.S. Holder’s adjusted taxRegistered Notes will be the same as your basis in a note generallythe Restricted Notes surrendered in exchange therefor immediately before the exchange, and your holding period in the Registered Notes will equalinclude your holding period for the cost of the note. A U.S. Holder’s gain or loss recognized on the disposition of a note generally will be capital gain or loss, assuming the holder held the note as a capital asset, and will be long-term capital gain or loss if, at the time of such disposition, such U.S. Holder has held the note for more than one year. In the case of a non-corporate U.S. Holder, long-term capital gains are currently subject to preferential rates. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS with respect to interest paid to non-exempt U.S. Holders. Non-exempt U.S. Holders may be subject to backup withholding tax with respect to interest paid on the notes or with respect to proceeds received from a disposition of the notes. A U.S. Holder will be subject to backup withholding if not otherwise exempt and the U.S. Holder:Restricted Notes exchanged.

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LEGAL MATTERS

The validityBaker Botts L.L.P. will pass upon certain legal matters for us in connection with the issuance of the exchange notes and guarantees offered hereby will be passed upon for us by Baker Botts L.L.P., Houston, Texas.Registered Notes.

EXPERTS

The combined and consolidated financial statements of Enable Midstream Partners, LP and subsidiariesCenterPoint Energy Resources Corp. as of December 31, 20142022 and 2013,2021, and for each of the three years in the period ended December 31, 2014,2022, incorporated by reference in this prospectus by reference from the Enable Midstream Partners, LP Annual Report on Form 10-K for the year ended December 31, 2014,Prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the preparation of the combined and consolidated financial statements of Enable Midstream Partners, LP from the historical accounting records maintained by CenterPoint Energy, Inc. and its subsidiaries), which is incorporated by reference herein.report. Such financial statements have been soare incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements and related financial statement schedule of CenterPoint Energy Resources Corp. and subsidiaries as of December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, incorporated in this prospectus by reference from the CenterPoint Energy Resources Corp. Annual Report on Form 10-K for the year ended December 31, 2014, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements and financial statement schedules have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC. You may read and copy any documentsThe SEC maintains a Web site that contains information we filefiled electronically with the SEC, which you can access at the SEC’s Public Reference Roomhttp://www.sec.gov.

Our Web site is located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please callhttp://investors.centerpointenergy.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SECare available, free of charge, through our Web site, as soon as reasonably practicable after those reports or filings are also availableelectronically filed with or furnished to the public at the SEC’s Internet site at http://www.sec.gov and our website at http://www.enablemidstream.com.SEC. Information on our websiteWeb site or any other website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus.

This prospectus, which includes information incorporated by reference (see “Incorporation by Reference” below), is part of a registration statement we have filed with the SEC relating to the Registered Notes and asthe exchange offer described in this prospectus. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement. Whenever a reference is made in this prospectus to any of our contracts or other documents,statement and the referenceaccompanying exhibits and schedules we file with the SEC. You may not be complete and, for a copy of the contract or document, you should refer to the registration statement, the exhibits thatand the schedules for more information about us and our securities. The registration statement, exhibits and schedules are part of or incorporated by reference intoavailable through the registration statement.

The SEC allows us to “incorporate42

INCORPORATION BY REFERENCE

We are “incorporating by reference” into this prospectus certain information we file with it, whichthe SEC. This means that we can discloseare disclosing important information to you by referring you to the documents containing suchthe information. Information incorporatedThe information we incorporate by reference is considered to be part of this prospectus, exceptprospectus. Information that any statement contained in this prospectus or a document incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other document subsequently filedwe file later with the SEC that is incorporated by reference in this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information contained in this prospectus or in the documents incorporated by reference into this prospectus is accurate as of any date other than(which does not include information deemed pursuant to the date onSEC’s rules to be furnished to and not filed with the front cover of this prospectus or the date of such incorporated documents, as the case may be.SEC) will automatically update and supersede information previously included.

We incorporateare incorporating by reference into this prospectus the documents listed below and futureany subsequent filings we make with the SEC under SectionSections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act afterof 1934, as amended (excluding information deemed pursuant to the date of this prospectusSEC’s rules to be furnished and not filed with the SEC) until the exchange offer described in this prospectus is completed or is otherwise terminated, in each case excluding any information “furnished” but not “filed,” unless we specifically provide that such “furnished” information is to be incorporated by reference:terminated:

All filings made by us with the SEC pursuantSEC. We do not intend to the Exchange Act (excluding any information “furnished” but not “filed,” unless we specifically provide that such “furnished” information is to be incorporated by reference) after the date of this registration statement and prior to the effectiveness of this registration statement shall also be deemed incorporatedincorporate by reference into this prospectus.

We will provide a copy of anyprospectus information relating to CenterPoint Energy and all ofits subsidiaries (other than us and our consolidated subsidiaries), and we make no representations as to the information that is incorporated by referencerelating to CenterPoint Energy and its subsidiaries (other than us and our consolidated subsidiaries) contained in this prospectus to any person, including a beneficial owner, to whom this prospectus is delivered, without charge, upon written or oral request. such combined reports.

You may also obtain a copy of theseour filings with the SEC at no cost by writing to or telephoning:telephoning us at the following address:

Enable Midstream Partners, LPCenterPoint Energy Resources Corp.

One Leadership Square

211 North Robinson Ave., Suite 150

Oklahoma City, OK 73102

Attention:Attn: Investor Relations

Telephone: (405) 558-4600

Houston, Texas 77210-4567

Until                     , 2015 all dealers that effect transactions in the exchange notes, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.(713) 207-6500

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CENTERPOINT ENERGY RESOURCES CORP.

Offer to Exchange the Notes Set Forth Below

Registered Under the Securities Act of 1933, as amended

for

Any and All Outstanding Restricted Notes

Set Forth Opposite the Registered Notes

PROSPECTUS

                    , 2023

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Enable Midstream Partners, LP

Subject to any terms, conditions or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. We will generally indemnify officers, directors and affiliates of our general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events.

Under our partnership agreement, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

Any indemnification under these provisions will only be out of our assets. Unless it otherwise agrees, our general partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to us to enable us to effectuate, indemnification. We will purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against such liabilities under our partnership agreement.

Enable GP, LLC

Subject to any terms, conditions or restrictions set forth in the limited liability company agreement, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Under the limited liability agreement of our general partner, in most circumstances, our general partner will indemnify the following persons, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings (whether civil, criminal, administrative or investigative):

II-1

Our general partner has purchased insurance covering its officers and directors against liabilities asserted and expenses incurred in connection with their activities as officers and directors of our general partner or any of its direct or indirect subsidiaries.

CenterPoint Energy Resources Corp.

Section 145 of the General Corporation Law of Delaware (the “DGCL”“DGCL”) gives corporations the power to indemnify officers and directors under certain circumstances.

Article V of the By-LawsBylaws of CenterPoint Energy Resources Corp. (“CERC Corp.”) provides for indemnification of officers and directors to the extent permitted by the DGCL. CERC Corp. also has policies insuring its officers and directors against certain liabilities for action taken in such capacities, including liabilities under the Securities Act of 1933, as amended.

Article NinthNine of CERC Corp.’sCERC’s Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to CERC Corp. or its stockholders for breaches of a director’s fiduciary duty of care. However, the provision does not limit or eliminate the liability of a director for disloyalty to CERC Corp. or its stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under section 174 of the DGCL.

Article NinthNine of CERC Corp.’sCERC’s Certificate of Incorporation also provides that if the DGCL is subsequently amended to authorize further limitation or elimination of the liability of directors, such subsequent limitation or elimination of director’s liability will be automatically implemented without further stockholder action. Furthermore, repeal or modification of the terms of Article NinthNine will not adversely affect any right or protection of a director existing at the time of such repeal or modification.

Item 21. Exhibits and Financial Statement Schedules.Schedules

(a)Exhibits. Reference is made to the Index of Exhibits filed as part of this registration statement.