8-KMaterial AgreementsOther EventsExhibits & Filings

ENBRIDGE INC 8-K Report, Material Agreement (Aug 24, 2018)

Filed August 24, 2018For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

This 8-K filing announces a significant corporate action by Enbridge Inc. (ENB) concerning its subsidiary, Spectra Energy Partners, LP (SEP). Enbridge and SEP have entered into a Merger Agreement wherein Enbridge will acquire the remaining publicly held common units of SEP through a merger. This transaction aims to simplify Enbridge's corporate structure and fully integrate SEP's operations. Under the terms of the agreement, each common unit of SEP not already owned by Enbridge will be exchanged for 1.111 shares of Enbridge common stock. The merger has received unanimous approval from SEP's Conflicts Committee and its Board, who have determined the transaction to be fair and in the best interests of SEP and its unitholders. Enbridge, already a majority owner of SEP, has committed to approving the merger. The transaction is subject to customary closing conditions, including regulatory approvals and listing of Enbridge's shares on NYSE and TSX. This move is expected to streamline operations and potentially unlock synergies for Enbridge.

Key Highlights

  • 1Enbridge Inc. (ENB) has entered into a Merger Agreement to acquire the remaining publicly held common units of its subsidiary, Spectra Energy Partners, LP (SEP).
  • 2The transaction involves merging Merger Sub with and into SEP, with SEP continuing as a wholly owned subsidiary of Enbridge.
  • 3SEP common unitholders (excluding Enbridge and its affiliates) will receive 1.111 shares of Enbridge common stock for each SEP common unit they hold.
  • 4The merger has been unanimously approved by SEP's Conflicts Committee and Board of Directors, who deem it fair and beneficial to SEP and its unitholders.
  • 5Enbridge, already holding approximately 83.1% of SEP's common units, has irrevocably committed to approve the merger.
  • 6Completion of the merger is contingent upon customary closing conditions, including regulatory approvals, the listing of Enbridge shares on NYSE and TSX, and majority unitholder approval.
  • 7The press release announcing the merger also includes cautionary statements regarding forward-looking information and details important information for investors and shareholders regarding the upcoming filing of a consent solicitation statement/prospectus.

Frequently Asked Questions

This filing announces Enbridge Inc.'s entry into a Merger Agreement to acquire the remaining outstanding common units of its subsidiary, Spectra Energy Partners, LP (SEP), through a merger. The goal is to simplify Enbridge's corporate structure and fully integrate SEP.

Each common unit of Spectra Energy Partners, LP (SEP) not owned by Enbridge or its affiliates will be converted into 1.111 shares of Enbridge Inc. common stock.

Yes, the merger has received unanimous approval from the Conflicts Committee and the Board of Directors of Spectra Energy Partners GP, LLC, the general partner of SEP. They have determined the transaction to be fair and in the best interests of SEP and its unitholders. Enbridge, as the majority unitholder, has also irrevocably committed to approve the merger.

The completion of the merger is subject to several customary closing conditions, including the approval of the merger agreement by a majority of SEP's outstanding common units, the listing of the Enbridge shares to be issued on the NYSE and TSX, the absence of any governmental orders prohibiting the transaction, and the effectiveness of Enbridge's registration statement on Form S-4.