8-KCorporate ChangesExhibits & Filings

ENBRIDGE INC 8-K Report, Bylaw Amendment (Oct 2, 2023)

Filed October 2, 2023For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

Enbridge Inc. filed an 8-K report on October 2, 2023, detailing amendments to its articles of incorporation to create two new series of preference shares: Series 2023-C and Series 2023-D Conversion Preference Shares. These new shares are being issued upon the automatic conversion of C$300,000,000 of 8.495% Fixed-to-Fixed Rate Subordinated Notes Series 2023-C and C$700,000,000 of 8.747% Fixed-to-Fixed Rate Subordinated Notes Series 2023-D, respectively. Both note series mature on January 15, 2084. The Conversion Preference Shares will carry cumulative preferential cash dividends at rates equivalent to the interest that would have accrued on the respective notes. These dividends will be payable semi-annually, subject to the Corporation's board declaration and any applicable withholding taxes. This action signals a conversion of subordinated debt into equity-like instruments, impacting the company's capital structure.

Key Highlights

  • 1Enbridge Inc. created two new series of preference shares: Series 2023-C and Series 2023-D Conversion Preference Shares.
  • 2These preference shares are issued upon the automatic conversion of subordinated notes.
  • 3C$300,000,000 of 8.495% Notes Series 2023-C are converting into Series 2023-C Preference Shares.
  • 4C$700,000,000 of 8.747% Notes Series 2023-D are converting into Series 2023-D Preference Shares.
  • 5The preference shares will receive cumulative preferential cash dividends at rates mirroring the note interest.
  • 6Dividend payments are subject to declaration by the board of directors and applicable withholding taxes.
  • 7The event effectively converts subordinated debt into preference shares, altering Enbridge's capital structure.

Frequently Asked Questions

The primary purpose is to inform investors about the creation of two new series of preference shares (Series 2023-C and Series 2023-D) by Enbridge Inc. These shares are issued as a result of the automatic conversion of existing subordinated notes.

The Series 2023-C Conversion Preference Shares will be issued upon conversion of the 8.495% Notes Series 2023-C, and the Series 2023-D Conversion Preference Shares will be issued upon conversion of the 8.747% Notes Series 2023-D. Both preference share series are entitled to receive cumulative preferential cash dividends at rates equivalent to the interest that would have accrued on the respective notes, payable semi-annually if declared by the board.

This filing indicates a conversion of subordinated debt totaling C$1 billion into preference shares. While preference shares are distinct from common equity, this transaction effectively reduces the company's outstanding debt obligations by replacing them with a different class of security that carries dividend obligations similar to interest payments.

The original notes being converted, both Series 2023-C and Series 2023-D Subordinated Notes, have a maturity date of January 15, 2084.