8-KCorporate ChangesExhibits & Filings

ENBRIDGE INC 8-K Report, Bylaw Amendment (Jan 20, 2022)

Filed January 20, 2022For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

Enbridge Inc. (ENB) filed an 8-K report on January 19, 2022, detailing a significant corporate action involving its debt and equity structure. The company has filed Articles of Amendment to create a new series of Preference Shares, designated as Series 2022-A (Conversion Preference Shares). These new shares are set to be issued upon the automatic conversion of the company's CAD$750 million aggregate principal amount of 5.00% Fixed-to-Fixed Rate Subordinated Notes Series 2022-A due January 19, 2082. This action effectively converts a portion of Enbridge's long-term debt into equity. The Conversion Preference Shares will carry cumulative preferential cash dividends, mirroring the interest rate that would have accrued on the Notes. Investors should note that this is a structural change designed to manage the company's capital structure, with the new preference shares carrying terms aligned with the original debt issuance, including semi-annual dividend payments. The filing itself is primarily procedural, confirming the amendment to Enbridge's articles of incorporation.

Key Highlights

  • 1Enbridge Inc. has created a new series of Preference Shares: Series 2022-A (Conversion Preference Shares).
  • 2These new shares will be issued upon the automatic conversion of CAD$750 million in 5.00% Fixed-to-Fixed Rate Subordinated Notes Series 2022-A.
  • 3The Notes have a maturity date of January 19, 2082.
  • 4The Conversion Preference Shares will receive cumulative preferential cash dividends.
  • 5Dividend rates on the new shares will be equivalent to the interest rate that would have accrued on the Notes.
  • 6Dividend payments will be made semi-annually, subject to declaration by the board and applicable withholding taxes.
  • 7The filing is related to amendments to Enbridge's articles of incorporation under the Canada Business Corporations Act.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report that Enbridge Inc. has amended its articles of incorporation to create a new series of Preference Shares, Series 2022-A, which are designated to be issued upon the conversion of its outstanding 5.00% Fixed-to-Fixed Rate Subordinated Notes Series 2022-A.

The aggregate principal amount of the Notes being converted into the new Preference Shares is CAD$750,000,000.

The Conversion Preference Shares will be entitled to receive cumulative preferential cash dividends, if declared by the board of directors, at the same rate as the interest that would have accrued on the Notes had they remained outstanding. These dividends will be payable semi-annually.

This filing represents a conversion of debt (Notes) into equity (Preference Shares). While the obligation to pay interest on the Notes is replaced by the obligation to pay dividends on the Preference Shares, the underlying financial commitment, structured similarly in terms of rate and payment frequency, remains. It is a shift in capital structure rather than the elimination of a financial obligation.