Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously announced, the completion of the merger of Spectra Energy Partners, LP (“SEP”) with a wholly owned subsidiary of Enbridge Inc. (“Enbridge”), with SEP continuing as the surviving entity and an indirect, wholly owned subsidiary of Enbridge (the “Merger”), pursuant to that certain Agreement and Plan of Merger, dated as of August 24, 2018 (the “Merger Agreement”), by and among SEP, Spectra Energy Partners (DE) GP, LP, Enbridge, Enbridge (U.S.) Inc., Autumn Acquisition Sub, LLC (“Merger Sub”), and, solely for the purposes of Article I, Article II and Article XI, Enbridge US Holdings Inc., Spectra Energy Corp, Spectra Energy Capital, LLC and Spectra Energy Transmission, LLC, was subject, among other conditions, to the receipt of approval of the Merger and the Merger Agreement by the written consent of the holders of SEP common units representing limited partner interests of SEP (“SEP Common Units”) constituting a majority of the outstanding SEP Common Units.
The board of directors of the general partner of the general partner of SEP set November 5, 2018 as the record date (the “Record Date”) for determining the holders of SEP Common Units entitled to execute and deliver written consents with respect to the Merger and the Merger Agreement. As of the close of business on the Record Date, there were 484,896,871 SEP Common Units outstanding and entitled to vote by submission of written consents to SEP with respect to the Merger and the Merger Agreement.
The deadline for the consent solicitation expired at 11:59 p.m. (prevailing Eastern Time), on December 12, 2018. A summary of the voting results for the following proposal is set forth below:
| 1. | Approval of the Merger and the Merger Agreement. |
| | | | |
Votes Approving | | Votes Disapproving | | Votes Abstaining |
435,055,849 | | 2,940,813 | | 141,914 |