FOR: ENBRIDGE INC.
TSX SYMBOL: ENB
NYSE SYMBOL: ENB
Date issue: June 27, 2017
Time in: 8:11 AM e
Attention:
CALGARY, ALBERTA–(Marketwired – June 27, 2017) – Enbridge Inc.
(TSX:ENB)(NYSE:ENB) (Enbridge or the Company), announced today the commencement
of cash tender offers by its wholly-owned subsidiary, Spectra Energy Capital,
LLC (Spectra Capital), for the debt securities of Spectra Capital. The tender
offers consist of offers to purchase for cash the following securities issued
by Spectra Capital (collectively the Notes):
1) any and all (the Any and All Tender Offer) of the 8.00% senior unsecured
notes due 2019 (the Any and All Notes); and
2) up to US$600,000,000 (the Aggregate Maximum Repurchase Amount) in aggregate
principal amount (the Maximum Tender Offer and, together with the Any and All
Tender Offer, the Offers) of the 7.50% senior unsecured notes due 2038, the
6.75% unsecured notes due 2032, the 6.75% senior unsecured notes due 2018, the
6.20% unsecured notes due 2018, the 5.65% unsecured notes due 2020, and the
3.30% unsecured notes due 2023 (collectively, the Maximum Tender Offer Notes).
The Offers are summarized in the tables below and are being made pursuant to an
Offer to Purchase dated June 27, 2017 (the Offer to Purchase), which sets forth
a more detailed description of the Offers and can be accessed at the link
below. The Maximum Tender Offer is subject to the Acceptance Priority Levels
noted in the second table below.
Any and All of the US$500,000,000 of the Initial Principal Amount of the
Outstanding Securities Listed Below:
/T/
—————————————————————————-
Initial U.S. Treasury
Security Principal Reference Bloomberg Fixed
(CUSIP No.) Amount Security Reference Page Spread
—————————————————————————-
8.00% senior US$500,000,000 1.00% UST due FIT5 +25 bps
unsecured notes 09/30/2019
due 2019
(26439RAH9)
—————————————————————————-
/T/
Up to US$600,000,000 in Aggregate Principal Amount of the Outstanding
Securities Listed Below:
/T/
—————————————————————————-
Initial Acceptance U.S. Treasury
Security Principal Priority Reference
(CUSIP No.) Amount Level Security
—————————————————————————-
7.50% senior unsecured US$250,000,000 1 3.00% UST due
notes due 2038 (84755TAC1) 02/15/2047
—————————————————————————-
6.75% senior unsecured US$240,000,000 2 3.00% UST due
notes due 2032 (26439RAK2) 02/15/2047
—————————————————————————-
6.75% senior unsecured US$150,000,000 3 1.25% UST due
notes due 2018 (26439RAC0) 05/31/2019
—————————————————————————-
6.20% senior unsecured US$500,000,000 4 0.75% UST due
notes due 2018 (84755TAA5) 04/15/2018
—————————————————————————-
5.65% senior unsecured US$300,000,000 5 1.50% UST due
notes due 2020 (84755TAD9) 06/15/2020
—————————————————————————-
3.30% senior unsecured US$650,000,000 6 1.75% UST due
notes due 2023 (84755TAE7) 05/31/2022
—————————————————————————-
—————————————————————————-
Early
Security Bloomberg Fixed Tender
(CUSIP No.) Reference Page Spread Payment(a)(b)
—————————————————————————-
7.50% senior unsecured FIT1 +215 bps $30
notes due 2038 (84755TAC1)
—————————————————————————-
6.75% senior unsecured FIT1 +175 bps $30
notes due 2032 (26439RAK2)
—————————————————————————-
6.75% senior unsecured FIT1 +35 bps $30
notes due 2018 (26439RAC0)
—————————————————————————-
6.20% senior unsecured FIT3 +40 bps $30
notes due 2018 (84755TAA5)
—————————————————————————-
5.65% senior unsecured FIT1 +65 bps $30
notes due 2020 (84755TAD9)
—————————————————————————-
3.30% senior unsecured FIT1 +140 bps $30
notes due 2023 (84755TAE7)
—————————————————————————-
(a) Per US$1,000 principal amount.
The Total Consideration (as defined below) for Maximum Tender Offer
Notes validly tendered prior to or at the Early Tender Date (as defined
below) and accepted for purchase is calculated using the applicable
Fixed Spread (as defined below) and is inclusive of the Early Tender
(b) Payment. The Total Consideration is subject to the Aggregate Maximum
Repurchase Amount and proration in accordance with the Acceptance
Priority Levels, as more fully set forth in the Offer to Purchase (as
defined below).
/T/
The Any and All Tender Offer will expire at 5:00 p.m. New York City time on
July 6, 2017, unless extended or earlier terminated (the Any and All Tender
Expiration Date). Holders of the Any and All Notes must validly tender and not
validly withdraw their Any and All Notes prior to or at the Any and All Tender
Expiration Date to be eligible to receive the Total Consideration for such Any
and All Notes.
The Maximum Tender Offer will expire at 12:00 a.m., midnight, New York City
time on July 25, 2017, (one minute after 11:59 p.m., New York City time, on
July 25, 2017), unless extended or earlier terminated (the Maximum Tender
Expiration Date). Holders of the Maximum Tender Offer Notes must validly tender
and not validly withdraw their Maximum Tender Offer Notes prior to or at 5:00
p.m. New York City time on July 11, 2017, unless extended or terminated earlier
(the Early Tender Date), to be eligible to receive the Total Consideration for
such Maximum Tender Offer Notes, which is inclusive of an amount in cash equal
to the applicable amount set forth in the second table above under the heading
Early Tender Payment (the Early Tender Payment). Holders of the Maximum Tender
Offer Notes who validly tender their Maximum Tender Offer Notes after the Early
Tender Date but prior to or at the Maximum Tender Expiration Date will be
eligible to receive the Total Consideration for such Maximum Tender Offer Notes
less the amount of the Early Tender Payment.
Spectra Capital will allocate the Aggregate Maximum Repurchase Amount to
purchase Maximum Tender Offer Notes. All Maximum Tender Offer Notes tendered
prior to or at the Early Tender Date will be accepted based on the Acceptance
Priority Levels noted in the second table above and will have priority over
Maximum Tender Offer Notes tendered after the Early Tender Date, regardless of
the Acceptance Priority Levels of the Maximum Tender Offer Notes tendered after
the Early Tender Date. Subject to applicable law, Spectra Capital may increase
or decrease the amounts of cash available for purchase of any of the Maximum
Tender Offer Notes in its sole discretion.
The applicable consideration (the Total Consideration) payable for each
US$1,000 principal amount of Notes of each series validly tendered and accepted
for payment pursuant to the Offers will be determined in the manner described
in the Offer to Purchase by reference to the applicable fixed spread for such
Note (the Fixed Spread) specified in the table above plus the applicable yield
to maturity based on the bidside price of the applicable U.S. Treasury Notes
specified in the applicable table above, calculated as of 11:00 a.m. New York
City time on July 6, 2017, in the case of the Any and All Tender Offer, and at
11:00 a.m. New York City time on July 12, 2017, in the case of the Maximum
Tender Offer, in each case unless extended or terminated earlier. In addition
to the Total Consideration, Spectra Capital will also pay accrued and unpaid
interest on Notes purchased up to, but not including, the applicable settlement
date. The settlement date for the Any and All Offer is expected to be promptly
after the expiration of the Any and All Offer, which is expected to be July 7,
2017. The settlement date for the Maximum Tender Offer Notes validly tendered
and accepted for payment on the Early Tender Date is expected to be promptly
after the Early Tender Date, which is expected to be July 13, 2017. The
settlement date for the Maximum Tender Offer Notes validly tendered and
accepted for payment after the Early Tender Date is expected to be promptly
after the expiration of the Maximum Tender Offer, which is expected to be July
26, 2017.
The Any and All Notes may be validly withdrawn at any time prior to or at 5:00
p.m. New York City time on July 6, 2017, unless such date and time is extended
or earlier terminated by Spectra Capital, but not thereafter. The Maximum
Tender Offer Notes may be validly withdrawn at any time prior to or at 5:00
p.m. New York City time on July 11, 2017, unless such date and time is extended
or earlier terminated by Spectra Capital, but not thereafter.
The obligation of Spectra Capital to accept for purchase and to pay the Total
Consideration and the accrued and unpaid interest on Notes purchased pursuant
to the Offers is not subject to any minimum tender condition, but is subject to
satisfaction or waiver of certain other conditions described in the Offer to
Purchase. These conditions include Enbridge’s having closed, on terms and
conditions satisfactory to Enbridge, one or more offerings of senior unsecured
notes in an aggregate principal amount of not less than US$1,100,000,000.
Enbridge is commencing such an offering concurrently with the Offers.
Enbridge’s current intention is to not issue any further public securities from
Spectra Capital.
Spectra Capital has retained J.P. Morgan Securities LLC and Citigroup Global
Markets Inc. to serve as dealer managers for the Offers. D.F. King & Co., Inc.
has been retained to serve as the information agent and the depositary for the
Offers.
Holders of the Notes are urged to carefully read the Offer to Purchase before
making any decision with respect to the Offers.
Questions regarding the Offers may be directed to: J.P. Morgan Securities LLC
at 866-834-4666 (toll free) or 212-834-3424 or Citigroup Global Markets Inc. at
(800) 558-3745 (toll free) or 212-723-6106. The Offer to Purchase and the
notice of guaranteed delivery being provided in connection with the Any and All
Notes may be accessed at the following link: http://www.dfking.com/spectra or
obtained from D.F. King & Co., Inc., free of charge, by calling toll-free at
(877) 783-5524 (bankers and brokers can call collect at 212-269-5550).
This news release shall not be construed as an offer to purchase or sell or a
solicitation of an offer to purchase or sell any of the Notes or any other
securities. Spectra Capital, subject to applicable law, may amend, extend or
terminate the Offers and may postpone the acceptance for purchase of, and
payment for, the Notes so tendered. The Offers are not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
None of Spectra Capital, Enbridge, the dealer managers, the information agent
or the depositary makes any recommendations as to whether holders of the Notes
should tender their Notes pursuant to the Offers.
Forward-Looking Statements
Forward-looking information, or forward-looking statements, has been included
in this news release to provide information about the Company and its
subsidiaries (including Spectra Capital). Forward-looking statements are
typically identified by words such as “anticipate”, “expect”, “project”,
“estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and
similar words suggesting future outcomes or statements regarding an outlook.
Forward-looking information or statements included in this news release
include, but are not limited to, the expiration and settlement date of the
Offers, the date up to which tendered Notes can be withdrawn, the allocation of
the Aggregate Maximum Repurchase Amount, the acceptance of the Maximum Tender
Offer Notes based on the Acceptance Priority Levels, the closing of one or more
offerings of senior unsecured notes by the Company, and Enbridge’s intention
not to issue any further public securities from Spectra Capital.
Although the Company believes that these statements are based on information
and assumptions which are current, reasonable and complete, these statements
are necessarily subject to a variety of assumptions, risks and uncertainties
pertaining, but not limited to, the completion of the Offers; the offering of
the senior unsecured notes, financial strength and flexibility; debt and equity
market conditions; economic and competitive conditions; and exchange, inflation
and interest rates. A further discussion of the risks and uncertainties facing
the Company can be found in the Company’s filings with Canadian and United
States securities regulators. While the Company makes these forward-looking
statements in good faith, should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary significantly from those expected. Except as may be required by
applicable securities laws, the Company assumes no obligation to publicly
update or revise any forward-looking statements made herein or otherwise,
whether as a result of new information, future events or otherwise.
About Enbridge Inc.
Enbridge Inc. 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 2.8
million barrels of crude oil each day through its Mainline and Express
Pipeline, and accounts for nearly 64% of U.S.-bound Canadian crude oil
production, and moves approximately 20% of all natural gas consumed in the U.S.
serving key supply basins and demand markets. The Company’s regulated utilities
serve approximately 3.5 million retail customers in Ontario, Quebec, New
Brunswick and New York State. Enbridge also has a growing involvement in
electricity infrastructure with interests in more than 2,500 MW of net
renewable generating capacity, and an expanding offshore wind portfolio in
Europe. The Company has ranked on the Global 100 Most Sustainable Corporations
index for the past eight 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.
– END RELEASE – 27/06/2017
For further information:
Media
Suzanne Wilton
(403) 231-7385 or Toll Free: (888) 992-0997
suzanne.wilton@enbridge.com
OR
Investment Community
Jonathan Gould
Toll free: (800) 481-2804
investor.relations@enbridge.com
COMPANY:
FOR: ENBRIDGE INC.
TSX SYMBOL: ENB
NYSE SYMBOL: ENB
INDUSTRY: Energy and Utilities – Oil and Gas
RELEASE ID: 20170627CC0024
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