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Press Releases

11/14/2018 - Enbridge Inc. and Enbridge Income Fund Announce Proposal to Exchange Enbridge Income Fund Medium Term Notes for Newly-Issued Enbridge Inc. Medium Term Notes
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Enbridge Inc. and Enbridge Income Fund Announce Proposal to Exchange Enbridge Income Fund Medium Term Notes for Newly-Issued Enbridge Inc. Medium Term Notes
Source: PR Newswire
CALGARY, Nov. 14, 2018 /PRNewswire/ - Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge or the Company) and Enbridge Income Fund (the Fund) today announced that they are seeking the approval of the holders (Fund Noteholders) of certain series of the Fund's medium term notes referenced below (Fund Notes) to exchange Fund Notes for an equal principal amount of newly issued medium term notes of Enbridge (Enbridge Notes), having financial terms that are the same as the financial terms of the Fund Notes (the Note Exchange Transaction). The Enbridge Notes will be governed by the Enbridge medium term note trust indenture (Enbridge MTN Indenture) dated October 20, 1997, as amended and supplemented, which governs Enbridge's other senior Canadian dollar unsecured debt securities.
The Note Exchange Transaction follows the completion, on November 8, 2018, of the plan of arrangement (the Arrangement) between Enbridge and Enbridge Income Fund Holdings Inc. (ENF) pursuant to which Enbridge acquired all of the issued and outstanding ENF shares not already owned by Enbridge, resulting in ENF becoming a wholly-owned subsidiary of Enbridge.  The Note Exchange Transaction is a natural follow on step that will further advance Enbridge's strategy to simplify and streamline its corporate funding structure and reduce structural subordination.
The Fund believes the Note Exchange Transaction will be beneficial to holders of the Fund Notes for a number of reasons:
• Fund Noteholders will receive Enbridge Notes that will rank pari passu with Enbridge's other senior unsecured public debt securities and have the benefit of certain financial covenants not contained in the existing Fund Note trust indenture.
  
  
• Enbridge, the largest energy infrastructure company in North America, is more diversified than the Fund, across business lines, energy basins and regulatory jurisdictions.
  
  
• Enbridge provides superior financial strength with larger revenue and cash flow generated from its diversified portfolio of low risk infrastructure assets.
  
  
• Enbridge's current credit ratings are better than those of the Fund.
  
  
• Holders of Enbridge Notes may benefit from Enbridge's ongoing efforts to further strengthen its consolidated credit profile through deleveraging, simplification of its corporate funding structure and reduction of structural subordination.
  
  
• Enbridge is one of the largest and most active debt issuers in Canada - Fund Noteholders will benefit from the enhanced trading liquidity associated with owning Enbridge Notes.
The Fund is soliciting consents and proxies from Fund Noteholders, as a single class, to pass an extraordinary resolution to approve the Note Exchange Transaction (the Note Exchange Resolution):
• If Fund Noteholders representing not less than 66 2/3% of the principal amount of all outstanding Fund Notes deliver valid consents and proxies voting FOR the approval of the Note Exchange Resolution by the consent and proxy cut-off time, the Note Exchange Resolution will be passed and no meeting will be held (the Consent Solicitation).
• If the Consent Solicitation threshold is not met, the Fund will hold a meeting of Fund Noteholders (the Meeting) on Monday, December 10, 2018 at noon (ET) to approve the Note Exchange Resolution, which requires 66 2/3% of the principal amount of outstanding Fund Notes present in person or by proxy at the Meeting to vote in favour of the Note Exchange Resolution. The quorum for the Meeting requires at least 25% of the principal amount of the outstanding Fund Notes to be present at the Meeting, in person or by proxy.
The following Fund Notes will be eligible to participate:
• 4.85% Medium Term Notes, Series 4 due November 12, 2020
• 4.10% Medium Term Notes, Series 6 due February 22, 2019
• 4.85% Medium Term Notes, Series 7 due February 22, 2022
• 3.94% Medium Term Notes, Series 10 due January 13, 2023
• 3.95% Medium Term Notes, Series 12 due November 19, 2024
• 4.87% Medium Term Notes, Series 13 due November 21, 2044
The Fund will mail a management information circular and consent solicitation statement (the Circular) and related proxy and consent solicitation materials to holders of Fund Notes in connection with the Consent Solicitation and Meeting. The Fund will file these materials today with the applicable Canadian securities regulatory authorities which will then be made available on SEDAR at www.sedar.com.
Fund Noteholders are asked to submit a proxy and consent solicitation form by noon (ET) on Wednesday, December 5, 2018 and all voting Fund Noteholders will receive a payment of $0.25 for each $1,000.00 principal amount of Fund Notes held if the Note Exchange Resolution is approved and the Note Exchange Transaction is completed, regardless of whether or not each Fund Noteholder consented and/or voted in favour of the Note Exchange Resolution.
Other Information
BMO Capital Markets is the Solicitation Agent for the transaction, AST Trust Company (Canada) is retained as the Tabulation Agent and D.F. King Canada is retained as the Information Agent.
Fund Noteholders with questions may contact the Information Agent by calling toll free in North America at 1-800-294-5107 (1-212-771-1133 by collect call) or by email at inquiries@dfking.com. Copies of the Circular and any other proxy and consent solicitation materials may also be obtained free of charge upon request made to the Information Agent.
FORWARD-LOOKING STATEMENTS
Forward-looking information, or forward-looking statements, has been included in this news release to provide information about the Fund, including statements with respect to: the date and timing of the Meeting, the mailing of the Circular and related proxy and consent solicitation materials to Fund Noteholders, the approval by Fund Noteholders of the Note Exchange Resolution, the completion of the Note Exchange Transaction, the expected benefits of the Note Exchange Transaction to the Fund Noteholders, the terms of the Enbridge Notes to be issued to Fund Noteholders in exchange for their Fund Notes, and the payment to be made to Fund Noteholders who vote on the Note Exchange Resolution, if the Note Exchange Resolution is approved and the Note Exchange Transaction is completed. This information may not be appropriate for other purposes. Although the Fund believes these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual result, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the approval of the Note Exchange Resolution, the completion of the Note Exchange Transaction and the business and financial strength of Enbridge compared to that of the Fund.
The Fund's forward-looking statements are subject to risks and uncertainties pertaining to the approval of the Note Exchange Resolution and the completion of the Note Exchange Transaction. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and the Fund's future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by applicable law, the Fund assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to the Fund or persons acting on the Fund's behalf, are expressly qualified in their entirety by these cautionary statements.
About Enbridge Inc.
Enbridge is North America's premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation. The Company safely delivers an average of 2.9 million barrels of crude oil each day through its Mainline and Express Pipeline; accounts for approximately 62% of U.S.-bound Canadian crude oil exports; and moves approximately 22% of all natural gas consumed in the U.S., serving key supply basins and demand markets. The Company's regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec, and New Brunswick. Enbridge also has interests in more than 1,700 MW of net renewable generating capacity in North America and Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past nine years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.
Life takes energy and Enbridge exists to fuel people's quality of life. For more information, visit www.enbridge.com.
About Enbridge Income Fund
The Fund is an unincorporated open-ended trust established by a trust indenture under the laws of the Province of Alberta. Through its indirect investment in Enbridge Income Partners LP (EIPLP), the Fund indirectly holds high quality, low risk energy infrastructure assets. EIPLP's assets consist of a portfolio of Canadian liquids transportation and storage assets, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the U.S. segment of the Southern Lights Pipeline, and a 50% interest in the Alliance Pipeline, which transports natural gas from Canada to the U.S., and interests in more than 1,400 MW of renewable and alternative power generation assets. Further information about Enbridge Income Fund is available at www.enbridgeincomefund.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media
Jesse Semko
Toll Free: (888) 992-0997
Email: media@enbridge.com
Investment Community
Jonathan Gould
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com
View original content:http://www.prnewswire.com/news-releases/enbridge-inc-and-enbridge-income-fund-announce-proposal-to-exchange-enbridge-income-fund-medium-term-notes-for-newly-issued-enbridge-inc-medium-term-notes-300750532.html
SOURCE Enbridge Inc.

Article Date
11/14/2018
Close
9/18/2018 - Enbridge Announces Definitive Agreement to Acquire All Public Equity of Enbridge Income Fund Holdings Inc., Achieves Significant Milestones Toward Corporate Structure Simplification
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Enbridge Announces Definitive Agreement to Acquire All Public Equity of Enbridge Income Fund Holdings Inc., Achieves Significant Milestones Toward Corporate Structure Simplification
Source: PR Newswire
CALGARY, Sept. 18, 2018 /PRNewswire/ - Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge) and Enbridge Income Fund Holdings Inc. (TSX: ENF) (ENF) today announced that they have entered into a definitive arrangement agreement (the Agreement) under which Enbridge will acquire all of the issued and outstanding public common shares of ENF (the Arrangement), subject to the approval of ENF shareholders.
Under the terms of the Agreement, each common share of ENF (ENF Share) will be exchanged for 0.7350 (the Agreed Exchange Ratio) of a common share of Enbridge (Enbridge Shares) and cash of $0.45 per ENF Share (the Cash Component). ENF shareholders will also be entitled to receive the Enbridge fourth quarter dividend as described below. The Agreed Exchange Ratio represents an increase of 9.8% relative to the unaffected ENF exchange ratio on May 16, 2018, and 11.3% inclusive of the Cash Component. The total transaction is valued at $4.7 billion, based on the closing price of the Enbridge Shares on the Toronto Stock Exchange (TSX) on September 17, 2018.
This Agreement, in conjunction with the definitive agreements reached with Enbridge Energy Partners, L.P. (NYSE: EEP) (EEP) and Enbridge Energy Management, L.L.C. (NYSE: EEQ) (EEQ) announced today, and the previously announced Spectra Energy Partners, LP (NYSE: SEP) (SEP) transaction on August 24, 2018, represent the achievement of significant milestones in the simplification of Enbridge's corporate structure. Upon closing of these buy-in transactions, the rollup of these sponsored vehicles will streamline Enbridge's corporate and capital structures and brings all of the core liquids and gas pipeline assets under the umbrella of a single publicly-traded entity to the benefit of all shareholders and unitholders.
Benefits and Considerations for ENF Shareholders
ENF's sole asset is its investment in Enbridge Income Fund (the Fund) which owns interests in high quality liquids and gas pipeline systems controlled by Enbridge, including the Canadian Mainline Pipeline System. ENF shareholders will participate in a much larger and more diversified portfolio of assets and opportunities within Enbridge, providing exposure to a higher expected dividend growth rate post-2020 as well as enhanced dividend coverage and liquidity.
The Arrangement offers ENF public shareholders a compelling investment proposition in Enbridge Shares, including:
• Direct ownership in the largest energy infrastructure company in North America comprised of premium liquids transportation, natural gas transmission and natural gas distribution utility franchises that generate diverse, safe and reliable cash flows
• A strong expected 10% annual dividend growth rate through 2020 with substantially enhanced dividend coverage through a higher level of DCF per share compared to ENF standalone
• A diverse opportunity set for anticipated continued growth beyond 2020 that is supported by a strong cost of capital
• Increased opportunity for further meaningful capital appreciation as Enbridge advances its strategic priorities, including simplification of the Enbridge corporate structure, improved financial position and organic growth projects not currently available to ENF shareholders
• Enhanced trading liquidity and investment simplicity
• Automatic tax deferral on substantially all of the gain or ability for Canadian ENF shareholders to elect a full tax deferral
Also, as noted above, ENF shareholders will be entitled to Enbridge's fourth quarter dividend and ENF's monthly dividends through to closing of the Arrangement, subject to the adjustments as follows. If the Arrangement closes as expected before the record date for Enbridge's fourth quarter dividend, expected to be November 15, 2018, to be paid in early December (the ENB December Dividend), an ENF shareholder will receive, as an ENB shareholder, the ENB December Dividend and the ENF dividend to be paid in November to ENF shareholders of record on October 31, 2018. In the event the Arrangement closes after the record date for the ENB December Dividend, the Cash Component will be increased for the ENB December Dividend based upon the Agreed Exchange Ratio less any dividends paid by ENF to its shareholders after November 30, 2018.
In addition, based on the closing price of the Enbridge Shares on the TSX on September 17, 2018, the Agreed Exchange Ratio together with the Cash Component represents an approximate 19% premium to the closing price of an ENF Share on the TSX on May 16, 2018, which was the last trading day immediately before the announcement of Enbridge's offer to acquire the ENF Shares held by the public.
Benefits and Considerations for Enbridge Shareholders
The buy-in of ENF is strategically and economically attractive to current and future Enbridge shareholders and provides substantial benefits, including:
• Increased ownership in its core businesses and further enhancement of its industry-leading growth and low-risk business profile
• Significant advancement of Enbridge's strategy to simplify and streamline its corporate structure which further increases the transparency of its strong cash generating assets
• Higher retention of cash generated from the ENF assets, which will support continued strong dividend coverage and self-funded growth
• An improved Enbridge credit profile due to the elimination of Fund distributions to ENF which are ultimately paid to the public, as well as opportunities to minimize the structural subordination of Enbridge debt
• Significant benefits to Enbridge's post-2020 DCF outlook primarily due to tax optimization synergies
• No change to consolidated EBITDA following completion of the Arrangement since the assets indirectly held by ENF are already managed and operated by Enbridge and consolidated for accounting purposes by Enbridge
Considering this transaction, in combination with the SEP, EEP and EEQ buy-ins, there is no change to Enbridge's current three-year financial guidance, including the 10% dividend growth rate through 2020, supported by several positive developments in the business, including the success of Enbridge's recent asset divestiture program which has exceeded expectations.
Other Information
As a result of the Arrangement, Enbridge would acquire all of the issued and outstanding public ENF Shares, which currently total 141.3 million shares, at the fixed Agreed Exchange Ratio of 0.7350 of an Enbridge Share for each ENF Share, plus the Cash Component of $0.45 per ENF Share. Based on the Agreed Exchange Ratio and current ENF Shares outstanding, Enbridge would issue an estimated 103.9 million Enbridge Shares in connection with the Arrangement, representing approximately 6% of the total number of Enbridge Shares outstanding.
A description of the Agreement will be set forth in Enbridge's Current Report on Form 8-K that it expects to file with the Securities and Exchange Commission (the SEC) on EDGAR at www.sec.gov and with Canadian securities regulators on SEDAR at www.sedar.com, as well as in ENF's Material Change Report to be filed on SEDAR.
The Arrangement has been approved by the board of directors of Enbridge. The board of directors of ENF (ENF Board) delegated to a special committee consisting solely of independent directors (ENF Special Committee) the authority to, among other things, review, evaluate and negotiate the Arrangement on behalf of ENF. The ENF Special Committee unanimously approved the Arrangement and recommended approval of the Arrangement to the ENF Board. In addition, Tudor, Pickering, Holt & Co., acting as financial advisor to the ENF Special Committee, has provided its opinion to the ENF Special Committee (subject to assumptions and qualifications) that the consideration to be received by ENF shareholders (other than Enbridge) pursuant to the Arrangement is fair, from a financial point of view, to such ENF shareholders (the Fairness Opinion). After considering, among other things, the recommendation of the ENF Special Committee and its receipt of the Fairness Opinion, the ENF Board has unanimously (with one director who is an officer of Enbridge abstaining) determined that the Arrangement is in the best interests of ENF and fair to the ENF shareholders (other than Enbridge) and unanimously (with one director who is an officer of Enbridge abstaining) recommends that such ENF shareholders vote in favor of the Arrangement.
The Arrangement is subject to the approval (i) by 66 2/3% of the votes cast by ENF shareholders present in person or by proxy at a special shareholders meeting (the Meeting) called to consider the Arrangement, and (ii) by a majority of the votes cast by ENF shareholders, present in person or by proxy at the Meeting, after excluding the votes cast by Enbridge, its affiliates and certain other related parties.
Closing of the Arrangement is expected to occur in mid-November 2018, subject to ENF shareholder approval at the Meeting to be scheduled later in the fourth quarter of 2018, the approval of the Court of Queen's Bench of Alberta, regulatory approvals as required and other customary closing conditions.
A copy of the Agreement will be filed by Enbridge with the U.S. Securities and Exchange Commission and Canadian securities regulators, and will be available for viewing at www.sec.gov and at www.sedar.com. ENF shareholders will receive a copy of the Management Information Circular with respect to the Meeting. The Management Information Circular, as well as other filings containing information about the Arrangement including the Agreement, will also be available, without charge, on ENF's website, www.enbridgeincomefund.com, and on www.sedar.com.
Scotiabank and BofA Merrill Lynch are acting as financial advisors to Enbridge. McCarthy Tétrault LLP, Sullivan & Cromwell LLP and Vinson & Elkins LLP are acting as Canadian, U.S. legal and tax advisors, respectively, to Enbridge.
Tudor, Pickering, Holt & Co. acted as financial advisor to the ENF Special Committee, while Norton Rose Fulbright Canada LLP acted as legal advisor to the ENF Special Committee.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward‑looking statements are based on the beliefs and assumptions of Enbridge Inc. ("Enbridge"), Enbridge Energy Partners, L.P. ("EEP"), Enbridge Energy Management, L.L.C. ("EEQ"), Spectra Energy Partners, LP ("SEP"), and Enbridge Income Fund Holdings Inc. ("ENF" and, together with EEP, EEQ and SEP, the "Sponsored Vehicles"). These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast and similar expressions and include, but are not limited to, statements regarding the expected closing, consummation, completion, timing and benefits of the proposed acquisitions of the Sponsored Vehicles (collectively the "Proposed Transactions"), the expected synergies and equity holder value to result from the combined companies, the expected levels of cash distributions or dividends by the Sponsored Vehicles to their respective shareholders or unitholders, the expected levels of dividends by Enbridge to its shareholders, the expected financial results of Enbridge and its Sponsored Vehicles and their respective affiliates, and the future credit ratings, financial condition and business strategy of Enbridge, its Sponsored Vehicles and their respective affiliates.
Although Enbridge and its Sponsored Vehicles believe these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the following: the expected supply of and demand for crude oil, natural gas, natural gas liquids ("NGL") and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; exchange rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for projects; anticipated in-service dates; weather; the timing and closing of dispositions; the realization of anticipated benefits and synergies of the Proposed Transactions; governmental legislation; acquisitions and the timing thereof; the success of integration plans; impact of capital project execution on future cash flows; credit ratings; capital project funding; expected earnings; expected future cash flows; and estimated future dividends. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for Enbridge's and its Sponsored Vehicles' services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments and may impact levels of demand for Enbridge's and its Sponsored Vehicles' services and cost of inputs, and are therefore inherent in all forward‑looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to the impact of the Proposed Transactions, expected earnings and cash flow or estimated future dividends.
Forward‑looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. There are a number of important factors that could cause actual results to differ materially from those indicated in any forward‑looking statement including, but not limited to: the risk that the Proposed Transactions do not occur; negative effects from the pendency of the Proposed Transactions; the ability to realize expected cost savings and benefits from the Proposed Transactions; the timing to consummate the Proposed Transactions; whether the Sponsored Vehicles or Enbridge will produce sufficient cash flows to provide the level of cash distributions they expect with respect to their respective units or shares; outcomes of litigation and regulatory investigations, proceedings or inquiries; operating performance of Enbridge and its Sponsored Vehicles; regulatory parameters regarding Enbridge and its Sponsored Vehicles; other Enbridge dispositions; project approval and support; renewals of rights of way; weather, economic and competitive conditions; public opinion; changes in tax laws and tax rates; changes in trade agreements, exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities; and any other risks and uncertainties discussed herein or in Enbridge's or its Sponsored Vehicles' other filings with Canadian and United States securities regulators. All forward-looking statements in this communication are made as of the date hereof and, except to the extent required by applicable law, neither Enbridge nor any of the Sponsored Vehicles assume any obligation to publicly update or revise any forward‑looking statements made in this communication or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward‑looking statements, whether written or oral, attributable to Enbridge, its Sponsored Vehicles or persons acting on their behalf, are expressly qualified in their entirety by these cautionary statements. The factors described above, as well as additional factors that could affect Enbridge's or any of its Sponsored Vehicles' respective forward‑looking statements, are described under the headings "Risk Factors" and "Cautionary Statement Regarding Forward‑Looking Information" in Enbridge's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the U.S. Securities and Exchange Commission ("SEC") and Canadian securities regulators on February 16, 2018, each of EEP's, EEQ's and SEP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which were filed with the SEC on February 16, 2018, ENF's Management's Discussion and Analysis for the year ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018, and in Enbridge's and its Sponsored Vehicles' respective other filings made with the SEC and Canadian securities regulators, which are available via the SEC's website at www.sec.gov and at www.sedar.com, as applicable.
Additional Information about Enbridge and the Proposed Transactions and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxies or approval. The Proposed Transactions will be submitted to the shareholders of EEQ or ENF or unitholders of EEP or SEP, as applicable, for their consideration. Enbridge will file with the SEC proxy statements of EEQ and EEP, respectively, and a consent statement of SEP, each of which will also constitute a prospectus of Enbridge. Enbridge and its Sponsored Vehicles also plan to file other documents with the SEC and Canadian securities regulators regarding the Proposed Transactions. INVESTORS AND SECURITY HOLDERS OF ENBRIDGE AND ITS SPONSORED VEHICLES ARE URGED TO READ THE APPLICABLE REGISTRATION STATEMENT, PROXY OR CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC OR CANADIAN SECURITIES REGULATORS, AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors, shareholders and unitholders will be able to obtain free copies of such documents containing important information about Enbridge and its Sponsored Vehicles once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov or with Canadian securities regulators through the SEDAR website at www.sedar.com, as applicable. Copies can also be obtained, without charge, by directing a request to Enbridge Inc., 200, 425 – 1st Street S.W., Calgary, Alberta, Canada T2P 3L8, Attention: Investor Relations. 
Participants in the Solicitations
Enbridge, each of its Sponsored Vehicles, and certain of their respective directors and executive officers, may be deemed participants in the solicitation of consents or proxies from the holders of equity securities of the Sponsored Vehicles in connection with the Proposed Transactions. Information about the directors and executive officers of Enbridge is set forth in its definitive proxy statement filed with the SEC on April 5, 2018. Information about the directors and executive officers of EEP, EEQ and SEP is set forth in EEP's, EEQ's and SEP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, respectively, each of which was filed with the SEC on February 16, 2018. Information about the directors and executive officers of ENF is set forth in ENF's Annual Information Form for the fiscal year ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018. Each of these documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in any consent or proxy solicitation with respect to the Proposed Transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the relevant materials to be filed by Enbridge and the Sponsored Vehicles with the SEC when they become available.
About Enbridge Inc. 
Enbridge Inc. (the Company) is North America's premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation. The Company safely delivers an average of 2.9 million barrels of crude oil each day through its Mainline and Express Pipeline; accounts for approximately 65% of U.S.-bound Canadian crude oil exports; and moves approximately 20% of all natural gas consumed in the U.S., serving key supply basins and demand markets. The Company's regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec, and New Brunswick. Enbridge also has interests in more than 2,500 MW of net renewable generating capacity in North America and Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past nine years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.
Life takes energy and Enbridge exists to fuel people's quality of life. For more information, visit www.enbridge.com.  
About Enbridge Income Fund Holdings Inc.
Enbridge Income Fund Holdings Inc., through its investment in Enbridge Income Fund, indirectly holds high quality, low-risk energy infrastructure assets. The Fund's assets consist of a portfolio of Canadian liquids transportation and storage businesses, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the United States segment of the Southern Lights Pipeline, a 50 percent interest in the Alliance Pipeline, which transports natural gas from Canada to the United States, and interests in more than 1,400 megawatts of renewable and alternative power generation assets. Enbridge Income Fund Holdings Inc. is a publicly traded corporation on the Toronto stock exchange under the symbol ENF; information about the Company is available on the Company's website at www.enbridgeincomefund.com. 
FOR FURTHER INFORMATION PLEASE CONTACT:
Media:
Jesse Semko
Toll Free: (888) 992-0997
Email: media@enbridge.com                                        
Investment Community:
Enbridge Inc.                                                        
Jonathan Gould                                                     
Toll Free: (800) 481-2804                                        
Email: investor.relations@enbridge.com
Enbridge Income Fund Holdings Inc.                   
Nafeesa Kassam
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com
View original content:http://www.prnewswire.com/news-releases/enbridge-announces-definitive-agreement-to-acquire-all-public-equity-of-enbridge-income-fund-holdings-inc-achieves-significant-milestones-toward-corporate-structure-simplification-300714456.html
SOURCE Enbridge Inc.

Article Date
9/18/2018
Close
7/12/2018 - Enbridge Inc. to Host a Joint Webcast with Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. & Spectra Energy Partners, LP to Discuss 2018 Second Quarter Results on August 3
X
Enbridge Inc. to Host a Joint Webcast with Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. & Spectra Energy Partners, LP to Discuss 2018 Second Quarter Results on August 3
Source: PR Newswire
CALGARY, July 12, 2018 /PRNewswire/ - Enbridge Inc. (TSX, NYSE: ENB) (Enbridge) will host a joint conference call and webcast with Enbridge Income Fund Holdings Inc. (TSX: ENF), Enbridge Energy Partners, L.P. (NYSE: EEP) and Spectra Energy Partners, LP (NYSE: SEP) to provide an enterprise-wide business update and review 2018 second quarter results on August 3, 2018 at 7:00 a.m. MT (9:00 a.m. ET).
Enbridge and Enbridge Income Fund Holdings Inc. will announce second quarter results before markets open on August 3, 2018, while Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP will announce second quarter results after markets close on August 2, 2018.
2018 Second Quarter Earnings Webcast and Conference Call
When:	Friday, August 3, 2018
	7:00 a.m. MT (9:00 a.m. ET)
Webcast:	Sign-up
Call:	Dial-in # (Audio only – please dial in 10 minutes ahead):
	North America Toll Free:        1 (877) 930-8043
	Outside North America:          1 (253) 336-7522
	Participant Passcode:             5369238
 
A webcast replay and podcast will be available approximately two hours after the conclusion of the event and a transcript will be posted to the company websites within approximately 24 hours after the event. 
Replay:	Audio Replay # (Available for 7 days after call):
	North America Toll Free: 1 (855) 859-2056
	Outside North America: 1 (404) 537-3406
	Replay Passcode: 5369238
 
The conference call format will include prepared remarks from the executive team followed by a question and answer session for the analyst and investor community only. Enbridge's media and investor relations teams will be available after the call for any additional questions.
Forward-Looking Statements Advisory
The conference call will cover each of Enbridge Inc., Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP's (collectively, the  Entities) most recent financial results and may contain forward-looking statements. When used in the call, words such as "anticipate", "expect", "project", and similar expressions are intended to identify such forward-looking statements. Although each of the Entities believes that its respective statements are or will be based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties pertaining to operating performance, regulatory parameters, economic conditions, commodity prices and other matters. You can find a discussion of those assumptions, risks and uncertainties in the Canadian securities law and/or American SEC filings for the applicable Entity. While each Entity makes its respective forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Except as may be required by applicable securities laws, no Entity assumes any obligation to publicly update or revise any forward-looking statements made herein, on the call or otherwise, whether as a result of new information, future events or otherwise.
About Enbridge Inc.
Enbridge Inc. is North America's premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation. The Company safely delivers an average of 2.8 million barrels of crude oil each day through its Mainline and Express Pipeline; accounts for approximately 65% of U.S.-bound Canadian crude oil exports; and moves approximately 20% of all natural gas consumed in the U.S., serving key supply basins and demand markets. The Company's regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec, and New Brunswick. Enbridge also has interests in more than 2,500 MW of net renewable generating capacity in North America and Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past nine years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.
Life takes energy and Enbridge exists to fuel people's quality of life. For more information, visit www.enbridge.com.  
About Enbridge Income Fund Holdings Inc.
Enbridge Income Fund Holdings Inc. is a publicly traded corporation. The Company, through its investment in Enbridge Income Fund indirectly holds high quality, low-risk energy infrastructure assets. The Fund's assets consist of a portfolio of Canadian liquids transportation and storage businesses, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the US segment of the Southern Lights Pipeline, and a 50 percent interest in the Alliance Pipeline, which transports natural gas from Canada to the U.S., and interests in more than 1,400 MW of renewable and alternative power generation assets. Enbridge Income Fund Holdings Inc. trades on the Toronto Stock Exchange under the symbol ENF; information about the Company is available on the Company's website www.enbridgeincomefund.com.
About Enbridge Energy Partners, L.P.
Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil transportation systems in the United States. Its principal crude oil system is the largest pipeline transporter of growing oil production from western Canada and the North Dakota Bakken formation. The system's deliveries to refining centers and connected carriers in the United States account for approximately 25 percent of total U.S. oil imports. Enbridge Energy Partners, L.P. is traded on the New York Stock Exchange under the symbol EEP; information about the partnership is available on its website at www.enbridgepartners.com.
About Spectra Energy Partners, LP 
Spectra Energy Partners, LP is one of the largest pipeline master limited partnerships in the United States and connects growing supply areas to high-demand markets for natural gas and crude oil. These assets include more than 16,000 miles of transmission pipelines, approximately 170 billion cubic feet of natural gas storage, and approximately 5.6 million barrels of crude oil storage. Spectra Energy Partners, LP is traded on the New York Stock Exchange under the symbol SEP; information about the company is available on its website at www.spectraenergypartners.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media:                                                                                               
Jesse Semko                                                             
Toll Free: (888) 992-0997                              
Email: media@enbridge.com                                    
Investment Community:
Enbridge Inc.                                                      
Jonathan Gould                                                   
Toll Free: (800) 481-2804                                    
Email: investor.relations@enbridge.com
Enbridge Income Fund Holdings Inc.
Nafeesa Kassam
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com
Spectra Energy Partners, LP & Enbridge Energy Partners, L.P.          
Roni Cappadonna
Toll Free:  (800) 481-2804
Email: investor.relations@enbridge.com
View original content:http://www.prnewswire.com/news-releases/enbridge-inc-to-host-a-joint-webcast-with-enbridge-income-fund-holdings-inc-enbridge-energy-partners-lp--spectra-energy-partners-lp-to-discuss-2018-second-quarter-results-on-august-3-300680489.html
SOURCE Enbridge Inc.

Article Date
7/12/2018
Close
1/22/2018 - Enbridge Inc. to Host a Joint Webcast with Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. & Spectra Energy Partners, LP to Discuss 2017 Fourth Quarter and Year End Financial Results on February 16
X
Enbridge Inc. to Host a Joint Webcast with Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. & Spectra Energy Partners, LP to Discuss 2017 Fourth Quarter and Year End Financial Results on February 16
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
CALGARY, Jan. 22, 2018 /PRNewswire/ - Enbridge Inc. (TSX, NYSE: ENB) (Enbridge) will host a joint conference call and webcast with Enbridge Income Fund Holdings Inc. (TSX: ENF), Enbridge Energy Partners, L.P. (NYSE: EEP) and Spectra Energy Partners, LP (NYSE: SEP) to provide an enterprise-wide business update and review 2017 fourth quarter and year end financial results on February 16, 2018 at 7:00 a.m. MT (9:00 a.m. ET).
Enbridge and Enbridge Income Fund Holdings Inc. will announce fourth quarter earnings results before markets open on February 16, 2018, while Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP will announce fourth quarter earnings results after markets close on February 15, 2018.
2017 Fourth Quarter and Year End Earnings Webcast and Conference Call
When:	Friday, February 16, 2018
	7:00 a.m. MT (9:00 a.m. ET)
Webcast:	Sign-up
Call:	Dial-in # (Audio only – please dial in 10 minutes ahead):
	North America Toll Free:	1 (877) 930-8043
	Outside North America:	1 (253) 336-7522
	Participant Passcode:	4939158
 
A webcast replay and podcast will be available approximately two hours after the conclusion of the event and a transcript will be posted to the company websites within approximately 24 hours after the event.
Replay:	Audio Replay # (Available for 7 days after call):
	North America Toll Free:	1 (855) 859-2056
	Outside North America:	1 (404) 537-3406
	Replay Passcode:	4939158
 
The conference call format will include prepared remarks from the executive team followed by a question and answer session for the analyst and investor community only. Enbridge's media and investor relations teams will be available after the call for any additional questions.
Forward-Looking Statements Advisory
The conference call will cover each of Enbridge Inc., Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP's (collectively, the  Entities) most recent financial results and may contain forward-looking statements. When used in the call, words such as "anticipate", "expect", "project", and similar expressions are intended to identify such forward-looking statements. Although each of the Entities believes that its respective statements are or will be based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties pertaining to operating performance, regulatory parameters, economic conditions, commodity prices and other matters. You can find a discussion of those assumptions, risks and uncertainties in the Canadian securities law and/or American SEC filings for the applicable Entity. While each Entity makes its respective forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Except as may be required by applicable securities laws, no Entity assumes any obligation to publicly update or revise any forward-looking statements made herein, on the call or otherwise, whether as a result of new information, future events or otherwise.
About Enbridge Inc.
Enbridge Inc. is North America's premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation. The Company safely delivers an average of 2.8 million barrels of crude oil each day through its Mainline and Express Pipeline, and accounts for nearly 65% of U.S.-bound Canadian crude oil production, and moves approximately 20% of all natural gas consumed in the U.S. serving key supply basins and demand markets. The Company's regulated utilities serve approximately 3.5 million retail customers in Ontario, Quebec, New Brunswick and New York State. Enbridge also has interests in more than 2,500 MW of net renewable generating capacity, and an expanding offshore wind portfolio in Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past eight years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.
Life takes energy and Enbridge exists to fuel people's quality of life. For more information, visit www.enbridge.com.
About Enbridge Income Fund Holdings Inc.
Enbridge Income Fund Holdings Inc., through its investment in Enbridge Income Fund, indirectly holds high quality, low-risk energy infrastructure assets. Enbridge Income Fund's assets consist of a portfolio of Canadian liquids transportation and storage businesses, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the US segment of the Southern Lights Pipeline, a 50 percent interest in the Alliance Pipeline, which transports natural gas from Canada to the U.S., and interests in more than 1,400 MW of renewable and alternative power generation assets. Enbridge Income Fund Holdings Inc. is a publicly traded corporation on the Toronto stock exchange under the symbol ENF; information about the company is available on its website at www.enbridgeincomefund.com.
About Enbridge Energy Partners, L.P.
Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil transportation systems in the United States. Its principal crude oil system is the largest pipeline transporter of growing oil production from western Canada and the North Dakota Bakken formation. The system's deliveries to refining centers and connected carriers in the United States account for approximately 23 percent of total U.S. oil imports. Enbridge Energy Partners, L.P. is traded on the New York stock exchange under the symbol EEP; information about the company is available on its website at www.enbridgepartners.com.
About Spectra Energy Partners, LP 
Spectra Energy Partners, LP is one of the largest pipeline master limited partnerships in the United States and connects growing supply areas to high-demand markets for natural gas and crude oil. These assets include more than 15,000 miles of transmission pipelines, approximately 170 billion cubic feet of natural gas storage, and approximately 5.6 million barrels of crude oil storage. Spectra Energy Partners, LP is traded on the New York stock exchange under the symbol SEP; information about the company is available on its website at www.spectraenergypartners.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media:                                                                      
Suzanne Wilton         
Toll Free: (888) 992-0997   
Email: suzanne.wilton@enbridge.com                      
Investment Community:
Enbridge Inc.                                                      
Jonathan Gould  
Toll Free: (800) 481-2804   
Email: investor.relations@enbridge.com
Enbridge Income Fund Holdings Inc. & Enbridge Energy Partners, L.P.  
Adam McKnight
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com
Spectra Energy Partners, LP
Roni Cappadonna
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com
SOURCE Enbridge Inc.

Article Date
1/22/2018
Close
4/21/2017 - Enbridge Inc. to Host a Joint Webcast with Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP to Discuss First Quarter Financial Results on May 11
X
Enbridge Inc. to Host a Joint Webcast with Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP to Discuss First Quarter Financial Results on May 11
Source: PR Newswire
CALGARY, Alberta, April 21, 2017 /PRNewswire/ -- Enbridge Inc. (TSX, NYSE: ENB) (Enbridge) will host a joint conference call and webcast with Enbridge Income Fund Holdings Inc. (TSX: ENF), Enbridge Energy Partners, L.P. (NYSE: EEP) and Spectra Energy Partners, LP (NYSE: SEP) to provide an enterprise wide business update and review 2017 first quarter financial results on May 11 at 7:00 a.m. MT (9:00 a.m. ET). Enbridge and Enbridge Income Fund Holdings will announce first quarter earnings results before markets open on May 11, while Enbridge Energy Partners and Spectra Energy Partners will announce first quarter earnings results after markets close on May 10, 2017.
First Quarter 2017 Earnings Webcast and Conference Call
When:	Thursday, May 11, 2017
	7:00 a.m. MT (9:00 a.m. ET)
Webcast:	sign-up
Call:	Dial-in # (Audio only – please dial in 10 minutes ahead):
	North America Toll Free:	1 (866) 215-5508
	Outside North America:	1 (514) 841-2157
	Participant Passcode:	44798051#
A webcast replay and podcast will be available approximately two hours after the conclusion of the event and a transcript will be posted to the various website within approximately 24 hours after the event. 
Replay:	Audio Replay # (Available for 7 days after call):
	North America Toll Free:	1 (888) 843-7419
	Outside North America	1 (630) 652-3042
	Replay Passcode:	44798051#
The question and answer format of the call has changed to take questions only from the analyst and investor community on the call. Enbridge's media and investor relations teams will be available after the call for any additional questions.
Forward-Looking Statements Advisory 
The conference call will cover each of Enbridge Inc., Enbridge Income Fund Holdings Inc., Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP's (collectively, the  Entities) most recent financial results and may contain forward-looking statements.  When used in the call, words such as "anticipate", "expect", "project", and similar expressions are intended to identify such forward-looking statements. Although each of the Entities believes that its respective statements are or will be based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties pertaining to operating performance, regulatory parameters, economic conditions, commodity prices and other matters. You can find a discussion of those assumptions, risks and uncertainties in the Canadian securities law and/or American SEC filings for the applicable Entity. While each Entity makes its respective forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Except as may be required by applicable securities laws, no Entity assumes any obligation to publicly update or revise any forward-looking statements made herein, on the call or otherwise, whether as a result of new information, future events or otherwise.
About Enbridge Inc. 
Enbridge Inc. is North America's premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation. The Company safely delivers an average of 2.8 million barrels of crude oil each day through its Mainline and Express Pipeline, and accounts for nearly 68% of U.S.-bound Canadian crude oil production, and moves approximately 20% of all natural gas consumed in the U.S. serving key supply basins and demand markets. The Company's regulated utilities serve approximately 3.5 million retail customers in Ontario, Quebec, New Brunswick and New York State. Enbridge also has a growing involvement in electricity infrastructure with interests in more than 2,500 MW of net renewable generating capacity, and an expanding offshore wind portfolio in Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past eight years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.
Life takes energy and Enbridge exists to fuel people's quality of life. For more information, visit www.enbridge.com.  
About Enbridge Income Fund Holdings Inc. 
Enbridge Income Fund Holdings Inc. is a publicly traded corporation. EIFH, through its investment in Enbridge Income Fund indirectly holds high quality, low- risk energy infrastructure assets. Enbridge Income Fund's assets consist of a portfolio of Canadian liquids transportation and storage businesses, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the US segment of the Southern Lights Pipeline, a 50 percent interest in the Alliance Pipeline, which transports natural gas from Canada to the U.S., and interests in more than 1,400 MW of renewable and alternative power generation assets. Information about Enbridge Income Fund Holdings Inc. is available on EIFH's website at www.enbridgeincomefund.com.
About Enbridge Energy Partners, L.P. 
Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil and, through its interests in Midcoast Energy Partners, L.P. (Midcoast Partners) (NYSE: MEP), natural gas transportation systems in the United States. Its principal crude oil system is the largest pipeline transporter of growing oil production from western Canada and the North Dakota Bakken formation. The system's deliveries to refining centers and connected carriers in the United States account for approximately 23 percent of total U.S. oil imports. Midcoast Partners' natural gas gathering, treating, processing and transmission assets, which are principally located onshore in the active U.S. Mid-Continent and Gulf Coast areas, deliver approximately 1.5 billion cubic feet of natural gas daily.
About Spectra Energy Partners, LP  
Spectra Energy Partner, LP (NYSE: SEP), an indirect, wholly-owned subsidiary of Enbridge Inc., is a Houston-based master limited partnership. SEP is one of the largest pipeline MLPs in the United States and connects growing supply areas to high-demand markets for natural gas and crude oil. These assets include more than 15,000 miles of transmission pipelines, approximately 170 billion cubic feet of natural gas storage, and approximately 5.6 million barrels of crude oil storage.
SOURCE Spectra Energy Partners, LP

Article Date
4/21/2017
Close
2/23/2017 - Enbridge and Spectra Energy Merger Expected to Close February 27, 2017
X
Enbridge and Spectra Energy Merger Expected to Close February 27, 2017
Source: PR Newswire
Highlights
- All conditions in merger agreement have been met; Transaction expected to close on February 27
- The combined company will be a global energy infrastructure leader and the largest energy infrastructure company in North America with roughly C$166 billion (US$126 billion) enterprise value
- Leading strategic business platforms including liquids and natural gas pipelines, natural gas distribution utilities and renewable power generation
- Industry leading C$27 billion (US$21 billion) of secured growth projects and approximately C$48 billion (US$37 billion) of probability weighted projects under development drives transparent long-term cash flow growth
- 10 to 12 percent average annual dividend increases expected from 2018 through 2024
- Strong, investment grade balance sheet
- Expected run-rate synergies of pre-tax C$540 million (US$415 million) by 2019, and estimated tax savings of C$260 million (US$200 million) beginning in 2019
CALGARY, Alberta and HOUSTON, Feb. 23, 2017 /PRNewswire/ -- Enbridge Inc. (TSX, NYSE:ENB) (Enbridge) and Spectra Energy Corp (NYSE:SE) (Spectra Energy) today announced that the previously announced merger of the two companies (the Transaction) has received all required regulatory clearances under the merger agreement, including from the Canadian Competition Bureau, and is expected to close on February 27, 2017.
"We are very pleased to have now received all required regulatory clearances and we look forward to realizing the significant customer and shareholder benefits of combining these two strong companies," said Al Monaco, President and Chief Executive Officer of Enbridge. "With the completion of the Transaction, Enbridge will become a leading global energy infrastructure company and the largest in North America with roughly C$166 billion (US$126 billion) in enterprise value and the strongest liquids and natural gas infrastructure franchises on the continent. We will have a diverse set of low-risk businesses comprised of a best in class network of crude oil, liquids and natural gas pipelines, a large portfolio of strong, regulated gas distribution utilities and a growing renewable power generation platform. The combined company will be positioned to provide integrated services and first and last mile connectivity to virtually all key liquids and gas supply basins and demand markets in North America."
Mr. Monaco added: "A significant amount of collaboration has allowed us to get to this point. The two companies have completed extensive planning in advance of closing and will be focused on a successful integration. Our teams are well prepared to ensure a smooth transition for our customers, employees and other stakeholders, while maintaining a sharp focus on our number one priority – the safety and reliability of our networks. We look forward to realizing the benefits of this strategic combination while delivering the energy people want and need."
Spectra Energy Chief Executive Officer Greg Ebel, who will become chairman of Enbridge once the Transaction closes, said: "By combining the strength of Enbridge with the strength of Spectra Energy, we are creating an unrivaled company that will provide superior value – now and into the future – for our customers, employees, investors and communities. The Transaction will significantly enhance and extend the dividend growth outlook for Spectra Energy shareholders. No other company in our industry will have this kind of high-return, low-risk model that investors value so highly."
Financial Matters
Enbridge expects the Transaction will support its 12 to 14 percent secured ACFFO per share CAGR guidance over the 2015-2019 planning horizon, and will be strongly additive to the Company's growth outlook beyond that timeframe.
As previously announced, following the closing of the Transaction, Enbridge will have a substantial capital project portfolio, including C$27 billion (US$21 billion) of commercially secured growth projects coming into service between 2017 and 2019, and C$48 billion probability-weighted development project portfolio. The growth program is expected to enable the Company to deliver highly visible ongoing dividend growth of 10 to 12 percent per year, on average, through 2024, while maintaining a conservative payout of 50 to 60 percent of ACFFO.
Enbridge is committed to maintaining its financial strength. In order to further reinforce its financial position and help support continued strong investment grade credit ratings, the Transaction was structured as a share for share exchange. No incremental debt will be incurred on closing of the Transaction. In addition, at the time the Transaction was announced last September, Enbridge set a target of monetizing C$2 billion of non-core assets to provide additional financial strength and flexibility. Approximately C$1.7 billion of that C$2 billion target has been achieved through the sale of its South Prairie Region assets and agreements to sell additional non-core assets. Enbridge management has identified other potential divestments that should enable the Company to meet or exceed this target. No follow-on equity offerings by Enbridge are required to complete funding of the combined secured C$27 billion (US$21 billion) secured growth program through 2019.
The combination is expected to achieve annual run-rate synergies of pre-tax C$540 million (US$415 million) by 2019. Detailed plans have been developed to capture a good portion of these synergies in the current year. In addition, the Company expects that approximately C$260 million (US$200 million) of tax savings can be achieved through utilization of tax losses commencing in 2019.
Guidance for the combined company for 2017 will be provided in conjunction with the first quarter financial results. Enbridge expects to provide a business and integration update for investors in June 2017 and is planning an investor conference in December, at which time additional detail on the Company's strategic priorities and long-range financial outlook will be provided.
Governance and Employee Matters
Enbridge announced today a new Board of Directors that will take effect as of the closing of the Transaction. Under the terms of the Transaction, the Board of Directors of Enbridge will consist of eight members designated by Enbridge, including Mr. Monaco (President and CEO), and five members designated by Spectra Energy, including Mr. Ebel as chairman of the board. Besides Mr. Monaco, the directors designated by Enbridge, all of whom currently serve as directors of Enbridge, are Marcel R. Coutu, J. Herb England, Charles W. Fischer, V. Maureen Kempston Darkes, Rebecca B. Roberts, Dan C. Tutcher and Catherine L. Williams. In addition to Mr. Ebel (Chair), the directors designated by Spectra Energy are Pamela L. Carter, Clarence P. Cazalot, Jr., Michael McShane and Michael E.J. Phelps, all of whom currently serve as directors of Spectra Energy.
Concurrent with the closing of the Transaction, David A. Arledge (Chair), James J. Blanchard and George K. Petty will be retiring from the Enbridge board while F. Anthony Comper, Austin A. Adams, Joseph Alvarado, Peter B. Hamilton, Miranda C. Hubbs and Michael G. Morris will be retiring from the Spectra Energy board. Both Mr. Monaco and Mr. Ebel thank those retiring board members for their contributions to the success of their respective companies. "We're grateful to those retiring board members from the two companies for their leadership, dedication, and guidance. They have provided great stewardship to help build the two very strong organizations that we are combining."
Mr. Monaco added that he looks forward to welcoming Spectra Energy employees to Enbridge. "We're bringing together two exceptional teams with strong values and a shared approach to safety, our stakeholders and our communities. We will move forward together, building from our proven strengths to position Enbridge to deliver infrastructure growth opportunities for our customers and continue to create value for our shareholders."
As previously announced, the headquarters of the combined company will be in Calgary, Alberta. Houston, Texas, will be the combined company's gas pipelines business unit center; Edmonton, Alberta, will remain the business unit center for liquids pipelines, with the business unit centers for gas distribution continuing to be based in Ontario. The combined company at close will have approximately 17,000 employees.
Dividends and Stock Listings
Spectra Energy will make its final common share dividend payment on March 1, 2017, to Spectra shareholders of record on February 15, 2017. In January, Enbridge announced a 10 percent increase in its quarterly common share dividend payable on March 1, 2017, to shareholders of record on February 15, 2017. It is expected that the first quarterly common share dividend post-combination will be payable on June 1, 2017, subject to board approval, and is expected to include a further increase to bring the aggregate increase in Enbridge's quarterly dividend to approximately 15 percent above the prevailing quarterly rate in 2016.
Trading in shares of Spectra Energy on the New York Stock Exchange (NYSE) will be suspended effective as of the opening of trading on February 27, 2017. In connection with the completion of the Transaction, the shares of common stock of Spectra Energy will be delisted from the NYSE and will be de-registered under the U.S. Securities Exchange Act of 1934. Common shares of Enbridge will continue to trade on both the NYSE and the Toronto Stock Exchange under the symbol "ENB".
Enbridge Energy Partners, L.P. (NYSE: EEP) and Spectra Energy Partners, LP (NYSE: SEP) will continue to be publicly traded partnerships headquartered in Houston, Texas. Enbridge Income Fund Holdings Inc. (TSX: ENF) will remain a publicly traded corporation headquartered in Calgary, Alberta. At Transaction closing, Midcoast Energy Partners, L.P. (NYSE: MEP)(Midcoast) will be a publicly traded partnership headquartered in Houston; however as announced on January 27, 2017, all of the outstanding publicly held common units of Midcoast are expected to be acquired by an Enbridge affiliate during the second quarter of 2017 and Midcoast would cease to be a publicly listed entity at that time.
About Enbridge Inc.
Enbridge, a Canadian company, exists to fuel people's quality of life, and has done so for more than 65 years. A North American leader in delivering energy, Enbridge has been ranked on the Global 100 Most Sustainable Corporations index for the past eight years. Enbridge operates the world's longest crude oil and liquids transportation system across Canada and the United States and has a significant and growing involvement in natural gas gathering, transmission and midstream business, as well as an increasing involvement in power transmission. Enbridge owns and operates Canada's largest natural gas distribution company, serving residential, commercial and industrial customers in Ontario, Quebec, New Brunswick and New York State. Enbridge has interests in approximately 2,500 MW of net renewable and alternative generating capacity, and continues to expand into wind, solar and geothermal power. Enbridge employs approximately 9,200 people, primarily in Canada and the United States and has been ranked 15 times on the annual Canada's Top 100 Employers list, including the 2017 index. Enbridge's common shares trade on the Toronto and New York stock exchanges under the symbol ENB. For more information, visit www.enbridge.com.
ABOUT SPECTRA ENERGY CORP
Spectra Energy Corp (NYSE: SE), a FORTUNE 500 company, is one of North America's leading pipeline and midstream companies. Based in Houston, Texas, the company's operations in the United States and Canada include approximately 21,000 miles of natural gas and crude oil pipelines; approximately 300 billion cubic feet of natural gas storage; 5.6 million barrels of crude oil storage; as well as natural gas gathering, processing, and local distribution operations. Spectra Energy is the general partner of Spectra Energy Partners, LP (NYSE: SEP), one of the largest pipeline master limited partnerships in the United States and owner of the natural gas and crude oil assets in Spectra Energy's U.S. portfolio. Spectra Energy also has a 50 percent ownership in DCP Midstream, LLC, which is the general partner of DCP Midstream, LP (NYSE: DCP), the largest natural gas liquids producer and the largest natural gas processor in the United States, and the largest gathering and processing master limited partnership in the United States. Spectra Energy has served North American customers and communities for more than a century. For more information, visit www.spectraenergy.com.
FORWARD-LOOKING INFORMATION
This news release includes certain forward looking statements and information (FLI) to provide Enbridge and Spectra Energy shareholders and potential investors with information about Enbridge, Spectra Energy and their respective subsidiaries and affiliates, including each company's management's respective assessment of Enbridge, Spectra Energy and their respective subsidiaries' future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe", "likely" and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI. In particular, this news release contains FLI pertaining to, but not limited to, information with respect to the following: the Transaction; the combined company's scale, financial flexibility and growth program; future business prospects and performance; annual cost, revenue and financing benefits; the expected ACFFO per share growth; future shareholder returns; annual dividend growth and anticipated dividend increases and payment dates; payout of distributable cash flow; financial strength and ability to fund capital program and compete for growth projects; credit ratings; run-rate and tax synergies; potential asset dispositions; leadership and governance structure;  head office and business center locations; delisting and de-registration of the common stock of Spectra Energy; the proposed merger of Midcoast with an indirect wholly-owned subsidiary of Enbridge; and investor communications plans.
Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following:  the realization of anticipated benefits and synergies of the Transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the Transaction and other disruptions arising from the Transaction; expected future ACFFO; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favourable terms or at all; cost of debt and equity capital; expected supply and demand for crude oil, natural gas, natural gas liquids and renewable energy; prices of crude oil, natural gas, natural gas liquids and renewable energy; economic and competitive conditions; expected exchange rates; inflation; interest rates; changes in tax laws and tax rates; credit ratings; completion of growth projects; anticipated in-service dates; capital project funding; success of hedging activities; the ability of management of Enbridge, its subsidiaries and affiliates to execute key priorities, including those in connection with the Transaction and the proposed merger of Midcoast with an indirect wholly-owned subsidiary of Enbridge; availability and price of labour and construction materials; operational performance and reliability; customer, shareholder,  regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; public opinion; and weather.  We caution that the foregoing list of factors is not exhaustive.  Additional information about these and other assumptions, risks and uncertainties can be found in applicable filings with Canadian and U.S. securities regulators, including any proxy statement, prospectus or registration statement filed in connection with the Transaction. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this news release is expressly qualified in its entirety by these cautionary statements.
NON-GAAP MEASURES
This news release makes reference to non-GAAP measures, including ACFFO and ACFFO per share.  ACFFO is defined as cash flow provided by operating activities before changes in operating assets and liabilities (including changes in environmental liabilities) less distributions to non-controlling interests and redeemable non-controlling interests, preference share dividends and maintenance capital expenditures, and further adjusted for unusual, non-recurring or non-operating factors. Management of Enbridge believes the presentation of these measures gives useful information to investors and shareholders as they provide increased transparency and insight into the performance of Enbridge.  Management of Enbridge uses ACFFO to assess performance and to set its dividend payout target.  These measures are not measures that have a standardized meaning prescribed by generally accepted accounting principles in the United States of America (U.S. GAAP) and may not be comparable with similar measures presented by other issuers. Additional information on Enbridge's use of non-GAAP measures can be found in Enbridge's Management's Discussion and Analysis (MD&A) available on Enbridge's website and www.sedar.com.
 
SOURCE Spectra Energy Corp; Enbridge Inc.

Article Date
2/23/2017
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