Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 20, 2018, Enbridge Inc. (“Enbridge”) completed its previously announced acquisition of Enbridge Energy Management, L.L.C. (“EEQ”) pursuant to that certain Agreement and Plan of Merger, dated as of September 17, 2018 (the “Merger Agreement”), by and among EEQ, Enbridge, Winter Acquisition Sub I, Inc. (“Merger Sub”) and, solely for the purposes of Article I, Section 2.4 and Article X, Enbridge Energy Company, Inc. Pursuant to the Merger Agreement, Merger Sub merged with and into EEQ, with EEQ continuing as the surviving entity and a direct wholly owned subsidiary of Enbridge (the “Merger”).
As a result of the Merger, each Listed Share of EEQ representing limited partner interests in EEQ (each, an “EEQ Listed Share”) issued and outstanding immediately prior to the effective time of the Merger (excluding certain “Excluded Shares,” as defined in the Merger Agreement) was converted into the right to receive from Enbridge 0.335 of a common share of Enbridge (“Enbridge Share” and such consideration, the “Merger Consideration”).
Enbridge issued [●] Enbridge Shares in connection with the Merger. The issuance of the Enbridge Shares in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Enbridge’s registration statement onForm S-4 (RegNo. 333-227768), declared effective by the Securities and Exchange Commission on November 9, 2018. The proxy statement/prospectus included in the registration statement contains additional information about the Merger.
The foregoing description of the Merger Agreement, the Merger and the other transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, incorporated by reference to Exhibit 2.1 to EEQ’s Current Report on Form8-K filed with the Securities and Exchange Commission on September 19, 2018.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the completion of the Merger, EEQ notified the New York Stock Exchange (“NYSE”) that each outstanding EEQ Listed Share (other than Excluded Shares) was converted into the right to receive the Merger Consideration and requested that NYSE withdraw the listing of the EEQ Listed Shares. Upon EEQ’s request, the NYSE filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the EEQ Listed Shares. The EEQ Listed Shares ceased being traded prior to the opening of the market on December 20, 2018, and will no longer be listed on NYSE. In addition, EEQ intends to file with the SEC a Form 15 requesting that the reporting obligations of EEQ under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), be suspended with respect to the EEQ Listed Shares.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form8-K is incorporated into this Item 3.03 by reference.
At the effective time of the Merger and as further described in the Merger Agreement, each EEQ Listed Share (excluding Excluded Shares) was converted into the right to receive the Merger Consideration. In connection with the Merger and at the effective time of the Merger, holders of EEQ Listed Shares immediately prior to such time (other than holders of Excluded Shares) ceased to have any rights as shareholders in EEQ (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).
Item 5.01 Changes in Control of Registrant
The information set forth in Item 2.01 of this Current Report on Form8-K is incorporated into this Item 5.01 by reference.
As a result of the consummation of the Merger, at the effective time of the Merger, Merger Sub merged with and into EEQ, with EEQ continuing as the surviving entity and a direct wholly owned subsidiary of Enbridge.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 2.01 of this Current Report on Form8-K is incorporated into this Item 5.02 by reference.
At the effective time of the Merger, Jeffrey A. Connelly, Dan A. Westbrook, William S. Waldheim, J. Richard Bird, J. Herbert England, Mark A. Maki and John K. Whelen resigned from the board of directors of EEQ.
