8-KMaterial AgreementsRegulation FDExhibits & Filings

ENBRIDGE INC 8-K Report, Material Agreement (Sep 5, 2023)

Summary

Enbridge Inc. (ENB) announced a significant strategic move through the entry into three separate purchase and sale agreements with Dominion Energy, Inc. to acquire its^{-1} gas utility assets across multiple states. The total transaction value is approximately $13.9 billion, comprising cash and assumed debt. These acquisitions, which are not cross-conditioned, are expected to close in 2024 and include Dominion Energy's "EOG" (Eastern Operations Group) assets for $6.6 billion, Questar Gas and related entities for $4.3 billion, and PSNC (Public Service Company of North Carolina) for $3.1 billion. To finance these acquisitions, Enbridge has secured a $9.4 billion bridge facility, with plans to reduce or eliminate its utilization through various permanent financing sources such as equity offerings, debt issuance, and asset sales. This move represents a substantial expansion of Enbridge's regulated utility footprint in the U.S. market, diversifying its asset base and potentially enhancing long-term stable cash flows, though subject to customary closing conditions including regulatory approvals.

Key Highlights

  • 1Enbridge is acquiring Dominion Energy's EOG, Questar, and PSNC gas utility assets for a total of approximately $13.9 billion.
  • 2The acquisitions are structured as three separate, non-cross-conditioned deals.
  • 3The total purchase price includes both cash consideration and assumed debt for each segment.
  • 4A $9.4 billion bridge facility has been committed to finance the transaction, with plans to replace it with permanent financing.
  • 5Expected closing for all acquisitions is in 2024, subject to customary conditions including regulatory approvals (HSR, FCC, CFIUS, and state-level commissions).
  • 6Enbridge may be required to pay termination fees if regulatory approvals are not obtained, ranging from approximately $78.3 million to $154.8 million per transaction.

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