8-K

ENBRIDGE INC 8-K Report (Jun 2, 2017)

Filed June 2, 2017For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

Enbridge Inc. (ENB) filed an 8-K on June 1, 2017, providing a Business Acquisition Report detailing the completion of its merger with Spectra Energy Corp. The merger, which closed on February 27, 2017, was a stock-for-stock transaction valued at approximately Cdn$37.5 billion. Enbridge issued 691,088,941 common shares to former Spectra Energy stockholders, at a deemed price of Cdn$54.16 per share, plus minor cash payments for fractional entitlements. This report incorporates the audited consolidated financial statements of Spectra Energy for the years ended December 31, 2016 and 2015, and unaudited pro forma condensed consolidated financial statements for Enbridge as of and for the year ended December 31, 2016, reflecting the combined entity. No material changes to the business affairs of either company were planned post-acquisition, though the board of directors composition was updated to include representatives from Spectra Energy. The filing includes extensive financial data for Spectra Energy, outlining its operations in natural gas gathering, processing, transmission, storage, and distribution, as well as crude oil pipeline transportation. It also details the pro forma impact of the merger on Enbridge's financial position and results of operations. Investors should note the incorporation by reference of Spectra Energy's financial statements and the cautionary notes regarding the unaudited pro forma financial information, which are not necessarily indicative of future combined results.

Key Highlights

  • 1Enbridge Inc. completed its merger with Spectra Energy Corp. on February 27, 2017.
  • 2The transaction was a stock-for-stock exchange valued at approximately Cdn$37.5 billion.
  • 3Enbridge issued approximately 691 million common shares to Spectra Energy stockholders.
  • 4The 8-K includes detailed financial statements of Spectra Energy for 2016 and 2015.
  • 5Unaudited pro forma condensed consolidated financial statements for the combined entity (as of Dec 31, 2016, and for FY2016) are provided.
  • 6The board of directors of Enbridge was reconstituted to include members from Spectra Energy's board.
  • 7No immediate plans for material changes to the respective business affairs of Enbridge or Spectra Energy were disclosed.

Frequently Asked Questions

The merger was valued at approximately Cdn$37.5 billion.

The consideration was paid through the issuance of approximately 691 million Enbridge common shares and a small cash payment for fractional entitlements.

The filing includes Spectra Energy's audited consolidated financial statements for the years ended December 31, 2016, and 2015, covering their balance sheets, statements of operations, comprehensive income, and cash flows.

Yes, the report includes unaudited pro forma condensed consolidated financial statements for Enbridge as of and for the year ended December 31, 2016, giving effect to the merger. However, these are preliminary and not necessarily indicative of future results.

Yes, the board of directors composition changed to include eight members designated by Enbridge and five members designated by Spectra Energy, with Gregory L. Ebel appointed as Chair.