Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 17, 2018, Enbridge Inc. (“Enbridge”) completed its previously announced acquisition of Spectra Energy Partners, LP (“SEP”) 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. Pursuant to the Merger Agreement, Merger Sub merged with and into SEP, with SEP continuing as the surviving entity and an indirect wholly owned subsidiary of Enbridge (the “Merger”).
As a result of the Merger, each common unit of SEP representing limited partner interests in SEP (each, an “SEP Common Unit”) issued and outstanding immediately prior to the effective time of the Merger (excluding certain “Excluded Units,” as defined in the Merger Agreement) was converted into the right to receive from Enbridge 1.111 common shares of Enbridge (“Enbridge Shares” and such consideration, the “Merger Consideration”).
Enbridge issued 90,998,672 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 on FormS-4 (RegNo. 333-227769), declared effective by the Securities and Exchange Commission on November 9, 2018. The consent solicitation statement/prospectus (the “Consent Solicitation 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 SEP’s Current Report on Form8-K filed with the Securities and Exchange Commission on August 24, 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, SEP notified the New York Stock Exchange (“NYSE”) that each outstanding SEP Common Unit (other than Excluded Units) was converted into the right to receive the Merger Consideration and requested that NYSE withdraw the listing of the SEP Common Units. Upon SEP’s request, the NYSE filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the SEP Common Units. The SEP Common Units ceased being traded prior to the opening of the market on December 17, 2018, and will no longer be listed on NYSE. In addition, SEP intends to file with the SEC a Form 15 requesting that the reporting obligations of SEP 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 SEP Common Units.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01 and Item 5.01 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 SEP Common Unit (excluding Excluded Units) 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 SEP Common Units immediately prior to such time (other than holders of Excluded Units) ceased to have any rights as unitholders in SEP (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 SEP, with SEP continuing as the surviving entity and an indirect 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, Michael G. Morris, J.D. Woodward, III, Nora M. Brownell, John K. Whelen, and Vern Yu resigned from the board of directors of SEP.
