8-KMaterial AgreementsExhibits & Filings

ENBRIDGE INC 8-K Report, Material Agreement (Sep 19, 2018)

Filed September 19, 2018For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

Enbridge Inc. (ENB) filed an 8-K on September 18, 2018, detailing significant definitive agreements to acquire its sponsored vehicles: Enbridge Energy Partners, L.P. (EEP), Enbridge Energy Management, L.L.C. (EEQ), and Enbridge Income Fund Holdings Inc. (ENF). The primary goal of these transactions is the full consolidation of these entities into Enbridge, simplifying its corporate structure and eliminating the public market for their outstanding units/shares. For investors in ENB, these transactions represent a strategic simplification and potential for enhanced financial flexibility. The mergers involve the exchange of EEP Class A common units and EEQ Listed Shares for Enbridge common stock at a fixed ratio (0.335 shares per unit/share), while ENF shareholders will receive Enbridge common stock (0.7350 shares) plus a cash component. The transactions are subject to unitholder/shareholder approvals and customary closing conditions, with expected completion by March 2019. This move aims to streamline operations, improve capital allocation, and potentially unlock value by removing the complexities of the master limited partnership (MLP) structure and public/private distinctions.

Key Highlights

  • 1Enbridge Inc. (ENB) announced definitive agreements to merge its sponsored vehicles: Enbridge Energy Partners, L.P. (EEP), Enbridge Energy Management, L.L.C. (EEQ), and Enbridge Income Fund Holdings Inc. (ENF).
  • 2The transactions aim to simplify Enbridge's corporate structure by consolidating these entities under the parent company.
  • 3EEP unitholders will receive 0.335 Enbridge common shares for each Class A common unit.
  • 4EEQ shareholders will receive 0.335 Enbridge common shares for each EEQ Listed Share.
  • 5ENF shareholders will receive 0.7350 Enbridge common shares plus a cash payment (greater of $0.45 or a dividend-adjusted amount) for each ENF Share.
  • 6The mergers are subject to unitholder/shareholder approvals and customary closing conditions, with a target completion by March 2019.
  • 7Special committees for EEP, EEQ, and ENF unanimously approved their respective merger/arrangement agreements, recommending them to their boards and shareholders/unitholders.

Frequently Asked Questions

The main purpose is to simplify Enbridge's corporate structure by acquiring the remaining publicly held interests in its sponsored vehicles: Enbridge Energy Partners, L.P. (EEP), Enbridge Energy Management, L.L.C. (EEQ), and Enbridge Income Fund Holdings Inc. (ENF). This will consolidate these entities under the Enbridge Inc. umbrella.

Both EEP Class A common unitholders and EEQ Listed Share holders will receive 0.335 common shares of Enbridge Inc. (ENB) for each unit or share they hold.

ENF shareholders will receive 0.7350 Enbridge Inc. (ENB) common shares and a cash payment for each ENF Share they hold. The cash payment will be the greater of $0.45 or $0.45 plus an adjustment for dividends declared between the agreement date and the closing date.

Key conditions include receiving the necessary unitholder/shareholder approvals for each transaction, the listing of Enbridge common stock on the NYSE and TSX, expiration of antitrust waiting periods (like Hart-Scott Rodino), the absence of any governmental orders prohibiting the mergers, and the effectiveness of Enbridge's Form S-4 registration statements.