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This case was last updated from PACER on 06/18/2021 at 12:00:43 (UTC).

Stevens v. Enable Midstream Partners, LP et al

Case Summary

On April 19, 2021, Alan Stevens (“Plaintiff”), represented by Juan Eneas Monteverde of Monteverde & Associates, filed a civil action against Enable Midstream Partners, LP (“Enable” or the “Company”), Rodney J. Sailor, Luke R. Corbett, Robert G. Gwin, Alan N. Harris &  others (the “Board” or the “Individual Defendants”) (collectively, “Defendants”), seeking injunctive relief with damages among other reliefs for alleged violation of the federal securities laws. This case was filed in the U.S. District Court for the Southern District of New York with Judge Vernon S. Broderick presiding.

 

In the complaint, the Plaintiff alleged that “Plaintiff’s claims arise in connection with the proposed merger between Energy Transfer LP (“Energy Transfer”), Elk Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer (“Merger Sub”), Elk General Partner Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer (“GP Merger Sub” and together with Merger Sub, the “Merger Subs”), and Enable GP, LLC, the sole general partner of Enable (“General Partner”) (the “Proposed Merger”).”

 

The Plaintiff further alleged that “On February 16, 2021, Enable entered into an agreement and plan of merger with Energy Transfer, Merger Subs, and its General Partner (the “Merger Consideration”), whereby, through a series of transactions, Enable will become a wholly owned subsidiary of Energy Transfer. The Enable Conflicts Committee, consisting of Individual Defendants Robert G. Gwin, Peter H. Kind, and Sean Trauschke (the “Conflicts Committee”), approved the Merger Agreement.” 

 

The Plaintiff also alleged that “On March 19, 2021, in order to convince Enable’s Common Unitholders to vote in favor of the Proposed Merger, the Defendants authorized the filing of a Form S-4 Registration Statement with the SEC; on April 2, 2021, the Defendants authorized the filing of Amendment No. 1 to Form S-4 Registration Statement with the SEC; and on April 9, 2021, the Defendants filed a Schedule 14A Proxy Statement (collectively, the “Registration Statement”). The Registration Statement is materially incomplete and misleading in violation of Sections 14(a) and 20(a) of the Exchange Act. In particular, the Registration Statement contains materially incomplete and misleading information concerning: (i) the financial projections for the Company and Energy Transfer; (ii) the valuation analyses performed by the Company’s financial advisor, Intrepid Partners, LLC (“Intrepid”) and the General Partner’s financial advisor, Goldman Sachs & Co. LLC (“Goldman Sachs” and together with Intrepid, the “Financial Advisors”); (iii) the compensation to be received by the Financial Advisors in connection with the Proposed Merger; (iv) the compensation of the Conflicts Committee; (v) Intrepid’s relationship with CenterPoint Energy, Inc. (“CenterPoint”) and OGE Energy Corp. (“OGE Energy” and, together with CenterPoint, the “Sponsors”); and (vi) the value of the GP Consideration.”

 

The Plaintiff further alleged that “The omission of the above-referenced material information renders the Registration Statement false and misleading, in contravention of the Exchange Act. The above-referenced omitted information, if disclosed, would significantly alter the total mix of information available to the Company’s Common Unitholders.”

 

There are two claims for relief laid down by the Plaintiff. These are for (a) alleged Violation of Section 14(a) of the Exchange Act and Rule 14a-9 against All Defendants, and (b) alleged Violations of Section 20(a) of the Exchange Act against the Individual Defendants. 

 

In its prayer for relief, the Plaintiff has requested the court to preliminarily enjoin Defendants from proceeding with the Proposed Merger or taking any steps to consummate the Proposed Merger, until the Company discloses the material information discussed above, and to direct the Defendants to account to Plaintiff for all damages sustained and grant costs of litigation.

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-03437

  • Filing Date:

    04/19/2021

  • Case Status:

    Disposed - Other Disposed

  • Case Type:

    Finance - Security/Commodity/Exchange

  • Court:

    U.S. District Courts

  • Courthouse:

    New York Southern District

Judge Details

Presiding Judge

Vernon S. Broderick

 

Party Details

Plaintiff

Alan Stevens

Defendants

Enable Midstream Partners, LP

Ronnie K. Irani

Peter H. Kind

Rodney J. Sailor

R. A. Walker

Sean Trauschke

Luke R. Corbett

Alan N. Harris

Robert G. Gwin

Attorney/Law Firm Details

Plaintiff Attorney

Juan Eneas Monteverde

Attorney at Monteverde & Associates

350 Fifth Avenue, Suite 4405

New York, NY 10118

 

Court Documents

#4

(#4) NOTICE OF VOLUNTARY DISMISSAL pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, the plaintiff(s) and or their counsel(s), hereby give notice that the above-captioned action is voluntarily dismissed, without prejudice against the defendant(s) Luke R. Corbett, Enable Midstream Partners, LP, Robert G. Gwin, Alan N. Harris, Ronnie K. Irani, Peter H. Kind, Rodney J. Sailor, Sean Trauschke, R. A. Walker. Document filed by Alan Stevens. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Monteverde, Juan) (Entered: 05/24/2021)

#3

(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 1:21-cv-02514. Document filed by Alan Stevens..(Monteverde, Juan) (Entered: 04/19/2021)

#2

(#2) CIVIL COVER SHEET filed..(Monteverde, Juan) (Entered: 04/19/2021)

#1

(#1) COMPLAINT against Luke R. Corbett, Enable Midstream Partners, LP, Robert G. Gwin, Alan N. Harris, Ronnie K. Irani, Peter H. Kind, Rodney J. Sailor, Sean Trauschke, R. A. Walker. (Filing Fee $ 402.00, Receipt Number ANYSDC-24420025)Document filed by Alan Stevens..(Monteverde, Juan) (Entered: 04/19/2021)

 

Docket Entries

  • 05/24/2021
  • View Court Documents
  • Docket(#4) NOTICE OF VOLUNTARY DISMISSAL pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, the plaintiff(s) and or their counsel(s), hereby give notice that the above-captioned action is voluntarily dismissed, without prejudice against the defendant(s) Luke R. Corbett, Enable Midstream Partners, LP, Robert G. Gwin, Alan N. Harris, Ronnie K. Irani, Peter H. Kind, Rodney J. Sailor, Sean Trauschke, R. A. Walker. Document filed by Alan Stevens. Proposed document to be reviewed and processed by Clerk's Office staff (No action required by chambers)...(Monteverde, Juan) (Entered: 05/24/2021)

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  • 04/26/2021
  • DocketMagistrate Judge James L. Cott is so designated. Pursuant to 28 U.S.C. Section 636(c) and Fed. R. Civ. P. 73(b)(1) parties are notified that they may consent to proceed before a United States Magistrate Judge. Parties who wish to consent may access the necessary form at the following link: #https://nysd.uscourts.gov/sites/default/files/2018-06/AO-3.pdf. (laq) (Entered: 04/26/2021)

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  • 04/26/2021
  • DocketNOTICE OF CASE REASSIGNMENT to Judge Vernon S. Broderick. Judge Unassigned is no longer assigned to the case. (laq) (Entered: 04/26/2021)

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  • 04/26/2021
  • DocketCASE ACCEPTED AS RELATED. Create association to 1:21-cv-02514-VSB. Notice of Assignment to follow. (laq) (Entered: 04/26/2021)

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  • 04/20/2021
  • DocketCASE REFERRED TO Judge Vernon S. Broderick as possibly related to 21cv2514. (pc) (Entered: 04/20/2021)

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  • 04/20/2021
  • DocketCase Designated ECF. (pc) (Entered: 04/20/2021)

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  • 04/20/2021
  • DocketCASE OPENING INITIAL ASSIGNMENT NOTICE: The above-entitled action is assigned to Judge Unassigned. .(pc) (Entered: 04/20/2021)

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  • 04/19/2021
  • View Court Documents
  • Docket(#3) STATEMENT OF RELATEDNESS re: that this action be filed as related to 1:21-cv-02514. Document filed by Alan Stevens..(Monteverde, Juan) (Entered: 04/19/2021)

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  • 04/19/2021
  • View Court Documents
  • Docket(#2) CIVIL COVER SHEET filed..(Monteverde, Juan) (Entered: 04/19/2021)

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  • 04/19/2021
  • View Court Documents
  • Docket(#1) COMPLAINT against Luke R. Corbett, Enable Midstream Partners, LP, Robert G. Gwin, Alan N. Harris, Ronnie K. Irani, Peter H. Kind, Rodney J. Sailor, Sean Trauschke, R. A. Walker. (Filing Fee $ 402.00, Receipt Number ANYSDC-24420025)Document filed by Alan Stevens..(Monteverde, Juan) (Entered: 04/19/2021)

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