8-KRegulation FDOther EventsExhibits & Filings

ENBRIDGE INC 8-K Report, Regulation FD Disclosure (Dec 17, 2018)

Filed December 17, 2018For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

This 8-K filing from Enbridge Inc. (ENB) announces the successful completion of its previously announced merger with Spectra Energy Partners, LP (SEP) on December 17, 2018. The merger was consummated as per the Agreement and Plan of Merger dated August 24, 2018. Under the terms of the deal, each common unit of SEP was converted into 1.111 common shares of Enbridge. This transaction marks a significant step in Enbridge's strategy to simplify its corporate structure and gain full control of its U.S. midstream assets previously held through SEP. Investors should note the issuance of approximately 90.99 million Enbridge shares as a result of the merger, which were registered under a previously effective Form S-4 filing. The filing also includes a furnished press release detailing the merger's closing.

Key Highlights

  • 1Enbridge Inc. has successfully completed the acquisition of Spectra Energy Partners, LP (SEP).
  • 2The merger was finalized on December 17, 2018, as per the Merger Agreement dated August 24, 2018.
  • 3Each outstanding common unit of SEP was converted into 1.111 common shares of Enbridge.
  • 4Enbridge issued approximately 90,998,672 of its common shares in connection with the merger.
  • 5The share issuance was registered under Enbridge's Form S-4 registration statement (File No. 333-227769).
  • 6The filing includes a joint press release from Enbridge and SEP announcing the closing of the merger.
  • 7This action is expected to simplify Enbridge's corporate structure and consolidate its asset base.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the completion of Enbridge Inc.'s merger with Spectra Energy Partners, LP (SEP) and to provide details regarding the exchange of SEP units for Enbridge shares.

Enbridge shareholders will see an increase in the number of outstanding Enbridge common shares due to the issuance of approximately 90.99 million shares to former SEP unitholders. This consolidation is expected to simplify Enbridge's corporate structure.

Each common unit of Spectra Energy Partners, LP was converted into the right to receive 1.111 common shares of Enbridge Inc.

Yes, the issuance of Enbridge common shares in connection with the merger was registered under Enbridge's Form S-4 registration statement, which was declared effective by the SEC on November 9, 2018.