Pursuant to the agreement for the EEPbuy-in transaction, approval of (i) at leasttwo-thirds of the outstanding limited partner units of EEP and (ii) a majority of the outstanding Class A common units of EEP (other than Class A common units held by Enbridge and its affiliates) and the outstandingI-Units of EEP held by EEQ (other thanI-Units voted at the direction of Enbridge and its affiliates), voting as a single class, is required to close that transaction.
Pursuant to the Agreement for the EEQbuy-in transaction, approval of a majority of the outstanding Listed Shares of EEQ (other than the Listed Shares held by Enbridge and its affiliates) is required to close the transaction. The closing of the EEPbuy-in transaction is a condition to close the EEQbuy-in transaction. Voting is to occur in person or by proxy at respective special EEP unitholder and EEQ shareholder meetings called to consider the Agreements, targeted to be held late in the fourth quarter of 2018.
The respective closing of the EEP and EEQbuy-in transactions are also targeted to occur late in the fourth quarter, and in each case, will be subject to securing the respective EEP unitholder and EEQ shareholder approvals referenced above and other customary closing conditions. Therefore, subject to EEQ Board approval, EEP is expected to pay a cash distribution to its unitholders and EEQ is expected to pay a stock dividend to its shareholders in the fourth quarter consistent with previously disclosed distribution and dividend guidance.
After being filed, EEP unitholders and EEQ shareholders will be able to obtain copies of the proxy statement/prospectus related to the EEPbuy-in transaction and the proxy statement/prospectus related to the EEQbuy-in transaction, without charge, at the SEC’s internet site (http://www.sec.gov).
BofA Merrill Lynch and Scotiabank acted as financial advisors to Enbridge. McCarthy Tetrault LLP, Sullivan & Cromwell LLP and Vinson & Elkins LLP acted as Canadian legal and tax, U.S. legal and U.S. tax advisors, respectively, to Enbridge.
Evercore acted as financial advisor to the EEP Special Committee and Goldman Sachs &Co. LLC acted as financial advisor to the EEQ Special Committee, while Bracewell LLP and Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to the EEP Special Committee and the EEQ 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 equityholder 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.
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