The transaction has been approved by the board of directors of Enbridge and certain of its wholly owned US subsidiaries. The board of directors of the general partner of SEP (SEP Board) delegated to a conflicts committee consisting solely of independent directors (SEP Conflicts Committee) the authority to review, evaluate and negotiate the transaction on behalf of SEP. The SEP Conflicts Committee unanimously approved the transaction and recommended approval of the transaction to the SEP Board. The transaction has been approved by the SEP Board based on that recommendation. Pursuant to the Agreement, Enbridge has irrevocably and unconditionally agreed to deliver its consent, with respect to all of the SEP common units owned by its wholly-owned subsidiaries, in favor of approval of the transaction. As the majority SEP unitholder (83% of total SEP common units outstanding), Enbridge’s approval by consent will constitute the requisite SEP unitholder vote required to approve the transaction.
Closing of the transaction is expected to occur in the fourth quarter of 2018 and will be subject to customary closing conditions. If the transaction does not close before the record date for SEP’s distribution to be paid in the fourth quarter of 2018, and subject to SEP Board approval, SEP is expected to pay a cash distribution to its unitholders in the fourth quarter consistent with previously disclosed distribution guidance. Based on an expected fourth quarter closing date for the transaction, a SEP unitholder will receive either a SEP cash distribution or an Enbridge cash dividend.
After being filed, SEP unitholders will be able to obtain a copy of the consent solicitation statement/prospectus related to the transaction, as well as other filings containing information about the proposed transaction, without charge, at the SEC’s internet site (http://www.sec.gov).
BofA Merrill Lynch and Scotiabank are acting as financial advisors to Enbridge. McCarthy Tetrault LLP, Sullivan & Cromwell LLP and Vinson & Elkins LLP are acting as Canadian, U.S. legal and tax advisors, respectively, to Enbridge.
Jefferies LLC acted as financial advisor to the SEP Conflicts Committee, while Sidley Austin LLP acted as legal advisor to the SEP Conflicts Committee.
FORWARD-LOOKING INFORMATION
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 Enbridge’s and SEP’s respective beliefs and assumptions. 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 merger of SEP and Autumn Acquisition Sub, LLC, a Delaware limited liability company and awholly-owned subsidiary of Enbridge (the “Proposed Merger”), the expected synergies and shareholder value to result from the combined company, the expected levels of cash distributions by SEP with respect to its common units, the expected levels of dividends by Enbridge to its shareholders, the expected financial results of Enbridge, SEP and their affiliates, future credit ratings, financial condition and business strategy of Enbridge, SEP and their affiliates.
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