8-KCorporate ChangesOther EventsExhibits & Filings

ENBRIDGE INC 8-K Report, Bylaw Amendment (Apr 12, 2018)

Filed April 12, 2018For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

Enbridge Inc. (ENB) filed an 8-K report on April 12, 2018, detailing a significant corporate action involving the issuance of new preference shares and the completion of a debt offering. The company amended its articles of incorporation to create a new series of Preference Shares, designated as Series 2018-B. These Conversion Preference Shares are directly linked to the automatic conversion of $600 million in 6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078. The filing also confirms the completion of the offering for these Notes on April 12, 2018. The Conversion Preference Shares will carry cumulative preferential cash dividends at a rate equivalent to the interest rate that would have accrued on the Notes, payable quarterly, subject to board declaration and applicable withholding taxes. Investors should note the direct relationship between the performance and terms of these new preference shares and the underlying subordinated notes.

Key Highlights

  • 1Enbridge Inc. created a new series of Preference Shares (Series 2018-B) through an amendment to its articles of incorporation filed on April 9, 2018.
  • 2These Preference Shares are designated as Conversion Preference Shares and are automatically issued upon the conversion of $600 million of 6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078.
  • 3The company completed the offering of these Subordinated Notes on April 12, 2018.
  • 4Conversion Preference Shares will receive cumulative dividends, if declared, at a rate matching the interest that would have accrued on the Notes.
  • 5Dividend payments on the Preference Shares are planned for quarterly payment dates.
  • 6The filing includes various exhibits related to the Underwriting Agreement, Supplemental Indenture, and legal opinions concerning the Notes and Preference Shares.

Frequently Asked Questions

The Certificate of Amendment was filed to create a new series of Preference Shares, designated as Preference Shares, Series 2018-B (Conversion Preference Shares). These shares are set to be issued upon the automatic conversion of the company's $600 million subordinated notes.

The Conversion Preference Shares are entitled to receive cumulative preferential cash dividends, if and when declared by the board of directors. The dividend rate will be the same as the interest rate that would have accrued on the $600 million subordinated notes, payable quarterly, subject to applicable withholding taxes.

These notes, with an aggregate principal amount of $600 million and a maturity in 2078, are the instrument that will automatically convert into the new Series 2018-B Preference Shares. The completion of their offering was a key event reported in this 8-K filing.

The filing includes the Underwriting Agreement for the notes, the Fifth Supplemental Indenture to the main Indenture, and legal opinions from both U.S. (Sullivan & Cromwell LLP) and Canadian (McCarthy Tétrault LLP) counsel regarding the validity of the Notes and the Conversion Preference Shares.