8-K

ENBRIDGE INC 8-K Report (Mar 12, 2014)

Filed March 12, 2014For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

This Form 6-K filing by Enbridge Inc. (ENB) from March 12, 2014, details amendments to the company's articles of incorporation concerning the creation and terms of two new series of preference shares: Series 9 and Series 10. These are designated as Cumulative Redeemable Preference Shares, with 11,000,000 shares authorized for each series. The filing outlines the dividend rights, redemption provisions, conversion rights, and liquidation preferences for both Series 9 and Series 10 preference shares. For investors, the key takeaway is the establishment of these new preference shares, which represent a specific class of equity with defined rights and priorities. These shares are structured to pay cumulative preferential cash dividends and have redemption features and conversion options between Series 9 and Series 10. The terms are detailed, including dividend rates tied to government yields and T-bill rates, redemption prices, and conversion dates, providing clarity on their financial characteristics and the company's capital structure adjustments.

Key Highlights

  • 1Enbridge Inc. filed a Form 6-K to report amendments to its articles concerning the creation of new preference shares.
  • 2Two new series of preference shares were created: Cumulative Redeemable Preference Shares, Series 9, and Series 10.
  • 3Each series has an authorized issuance of 11,000,000 shares.
  • 4The Series 9 Preference Shares are entitled to fixed cumulative dividends during the initial period and then adjust based on Government of Canada Yields. They are redeemable from December 1, 2019, and convertible into Series 10 shares on specific dates.
  • 5The Series 10 Preference Shares are entitled to floating quarterly dividends based on T-Bill Rates and are redeemable from December 1, 2019. They are convertible into Series 9 shares on specific dates.
  • 6Both series have a liquidation preference of $25.00 per share plus accrued dividends.
  • 7The shares are intended to be held through a book-based system (CDS) with global certificates, but provisions exist for definitive shares if required.

Frequently Asked Questions

This Form 6-K filing by Enbridge Inc. is to report amendments to the company's articles of incorporation regarding the creation and terms of two new series of preference shares: Cumulative Redeemable Preference Shares, Series 9, and Series 10.

Both Series 9 and Series 10 preference shares are cumulative and redeemable, with a liquidation preference of $25.00 per share plus accrued dividends. Series 9 has an initial fixed dividend rate that transitions to a rate tied to Government of Canada Yields, while Series 10 has dividends tied to T-Bill Rates. Both series have specific redemption dates starting December 1, 2019, and conversion rights between the two series on designated dates.

Redemption for both Series 9 and Series 10 preference shares can begin on December 1, 2019, with specific terms for redemption prices and dates. Conversion rights between Series 9 and Series 10 become available starting December 1, 2019 (for Series 9 to Series 10) and December 1, 2024 (for Series 10 to Series 9), occurring every five years thereafter on designated conversion dates.

The Series 9 and Series 10 preference shares are primarily intended to be held through a book-based system, utilizing a global certificate registered in the name of 'CDS & Co.' Transfers and ownership changes are managed through this system. Provisions are in place for the issuance of definitive, physical share certificates if the book-based system is no longer viable or required.