CALGARY, Nov. 14, 2018 /CNW/ - Enbridge Inc. (TSX: ENB) (NYSE:
ENB) (Enbridge or the Company) and Enbridge Income Fund (the Fund) today announced that they are seeking the approval of the
holders (Fund Noteholders) of certain series of the Fund's medium term notes referenced below (Fund Notes) to exchange Fund Notes
for an equal principal amount of newly issued medium term notes of Enbridge (Enbridge Notes), having financial terms that are the
same as the financial terms of the Fund Notes (the Note Exchange Transaction). The Enbridge Notes will be governed by the
Enbridge medium term note trust indenture (Enbridge MTN Indenture) dated October 20, 1997, as
amended and supplemented, which governs Enbridge's other senior Canadian dollar unsecured debt securities.
The Note Exchange Transaction follows the completion, on November 8, 2018, of the plan of
arrangement (the Arrangement) between Enbridge and Enbridge Income Fund Holdings Inc. (ENF) pursuant to which Enbridge
acquired all of the issued and outstanding ENF shares not already owned by Enbridge, resulting in ENF becoming a wholly-owned
subsidiary of Enbridge. The Note Exchange Transaction is a natural follow on step that will further advance Enbridge's
strategy to simplify and streamline its corporate funding structure and reduce structural subordination.
The Fund believes the Note Exchange Transaction will be beneficial to holders of the Fund Notes for a number of reasons:
- Fund Noteholders will receive Enbridge Notes that will rank pari passu with Enbridge's other senior unsecured public
debt securities and have the benefit of certain financial covenants not contained in the existing Fund Note trust indenture.
- Enbridge, the largest energy infrastructure company in North America, is more diversified
than the Fund, across business lines, energy basins and regulatory jurisdictions.
- Enbridge provides superior financial strength with larger revenue and cash flow generated from its diversified portfolio of
low risk infrastructure assets.
- Enbridge's current credit ratings are better than those of the Fund.
- Holders of Enbridge Notes may benefit from Enbridge's ongoing efforts to further strengthen its consolidated credit profile
through deleveraging, simplification of its corporate funding structure and reduction of structural subordination.
- Enbridge is one of the largest and most active debt issuers in Canada - Fund Noteholders
will benefit from the enhanced trading liquidity associated with owning Enbridge Notes.
The Fund is soliciting consents and proxies from Fund Noteholders, as a single class, to pass an extraordinary resolution to
approve the Note Exchange Transaction (the Note Exchange Resolution):
- If Fund Noteholders representing not less than 66 2/3% of the principal amount of all outstanding Fund Notes deliver valid
consents and proxies voting FOR the approval of the Note Exchange Resolution by the consent and proxy cut-off time, the Note
Exchange Resolution will be passed and no meeting will be held (the Consent Solicitation).
- If the Consent Solicitation threshold is not met, the Fund will hold a meeting of Fund Noteholders (the Meeting) on
Monday, December 10, 2018 at noon (ET) to approve the Note Exchange Resolution, which requires 66
2/3% of the principal amount of outstanding Fund Notes present in person or by proxy at the Meeting to vote in favour of the
Note Exchange Resolution. The quorum for the Meeting requires at least 25% of the principal amount of the outstanding Fund
Notes to be present at the Meeting, in person or by proxy.
The following Fund Notes will be eligible to participate:
- 4.85% Medium Term Notes, Series 4 due November 12, 2020
- 4.10% Medium Term Notes, Series 6 due February 22, 2019
- 4.85% Medium Term Notes, Series 7 due February 22, 2022
- 3.94% Medium Term Notes, Series 10 due January 13, 2023
- 3.95% Medium Term Notes, Series 12 due November 19, 2024
- 4.87% Medium Term Notes, Series 13 due November 21, 2044
The Fund will mail a management information circular and consent solicitation statement (the Circular) and related proxy
and consent solicitation materials to holders of Fund Notes in connection with the Consent Solicitation and Meeting. The Fund
will file these materials today with the applicable Canadian securities regulatory authorities which will then be made available
on SEDAR at www.sedar.com.
Fund Noteholders are asked to submit a proxy and consent solicitation form by noon (ET) on Wednesday,
December 5, 2018 and all voting Fund Noteholders will receive a payment of $0.25 for each
$1,000.00 principal amount of Fund Notes held if the Note Exchange Resolution is approved and the
Note Exchange Transaction is completed, regardless of whether or not each Fund Noteholder consented and/or voted in favour of the
Note Exchange Resolution.
Other Information
BMO Capital Markets is the Solicitation Agent for the transaction, AST Trust Company (Canada) is retained as the Tabulation Agent and D.F. King Canada is
retained as the Information Agent.
Fund Noteholders with questions may contact the Information Agent by calling toll free in North
America at 1-800-294-5107 (1-212-771-1133 by collect call) or by email at inquiries@dfking.com. Copies of the Circular and any other proxy and consent
solicitation materials may also be obtained free of charge upon request made to the Information Agent.
FORWARD-LOOKING STATEMENTS
Forward-looking information, or forward-looking statements, has been included in this news release to provide
information about the Fund, including statements with respect to: the date and timing of the Meeting, the mailing of the Circular
and related proxy and consent solicitation materials to Fund Noteholders, the approval by Fund Noteholders of the Note Exchange
Resolution, the completion of the Note Exchange Transaction, the expected benefits of the Note Exchange Transaction to the Fund
Noteholders, the terms of the Enbridge Notes to be issued to Fund Noteholders in exchange for their Fund Notes, and the payment
to be made to Fund Noteholders who vote on the Note Exchange Resolution, if the Note Exchange Resolution is approved and the Note
Exchange Transaction is completed. This information may not be appropriate for other purposes. Although the Fund believes these
forward-looking statements are reasonable based on the information available on the date such statements are made and processes
used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against
placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known
and unknown risks and uncertainties and other factors, which may cause actual result, levels of activity and achievements to
differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the approval
of the Note Exchange Resolution, the completion of the Note Exchange Transaction and the business and financial strength of
Enbridge compared to that of the Fund.
The Fund's forward-looking statements are subject to risks and uncertainties pertaining to the approval of the Note
Exchange Resolution and the completion of the Note Exchange Transaction. The impact of any one risk, uncertainty or factor on a
particular forward-looking statement is not determinable with certainty as these are interdependent and the Fund's future course
of action depends on management's assessment of all information available at the relevant time. Except to the extent required by
applicable law, the Fund assumes no obligation to publicly update or revise any forward-looking statements made in this news
release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking
statements, whether written or oral, attributable to the Fund or persons acting on the Fund's behalf, are expressly qualified in
their entirety by these cautionary statements.
About Enbridge Inc.
Enbridge is North America's premier energy infrastructure company with strategic
business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas
distribution utilities and renewable power generation. The Company safely delivers an average of 2.9 million barrels of crude oil
each day through its Mainline and Express Pipeline; accounts for approximately 62% of U.S.-bound Canadian crude oil exports; and
moves approximately 22% of all natural gas consumed in the U.S., serving key supply basins and demand markets. The Company's
regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec, and New Brunswick. Enbridge also has interests in more than 1,700
MW of net renewable generating capacity in North America and Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past nine
years; its common shares trade on the Toronto and New York
stock exchanges under the symbol ENB.
Life takes energy and Enbridge exists to fuel people's quality of life. For more information, visit www.enbridge.com.
About Enbridge Income Fund
The Fund is an unincorporated open-ended trust established by a trust indenture under the laws of the Province of
Alberta. Through its indirect investment in Enbridge Income Partners LP (EIPLP), the Fund
indirectly holds high quality, low risk energy infrastructure assets. EIPLP's assets consist of a portfolio of Canadian liquids
transportation and storage assets, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the
Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the U.S. segment of the Southern
Lights Pipeline, and a 50% interest in the Alliance Pipeline, which transports natural gas from Canada to the U.S., and interests in more than 1,400 MW of renewable and alternative power generation
assets. Further information about Enbridge Income Fund is available at www.enbridgeincomefund.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media
Jesse Semko
Toll Free: (888) 992-0997
Email: media@enbridge.com
Investment Community
Jonathan Gould
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com
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SOURCE Enbridge Inc.
View original content: http://www.newswire.ca/en/releases/archive/November2018/14/c2559.html