Filed by Enbridge Inc. (Commission File No. 001-15254)
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Enbridge Energy Partners, L.P.
(Commission File No.: 001-10934)
Email sent by Enbridge to
various research analysts and investors on October 10, 2018
Hi Investment Community,
Just wanted to provide a heads up
that we have reached another important milestone in the Sponsored Vehicle (SV)
process. You may have seen this afternoon that Enbridge Inc. filed several Form
(EEP, EEQ, SEP) and a Management Information Circular (ENF) with relevant securities regulators in connection with the
of its SVs.
On the Canadian side, youll note that an ENF shareholder vote date has now been set for November 6, 2018. On the US side, the draft
need to be reviewed by the SEC before we can set SV unit/shareholder vote dates (note, for SEP, Enbridge holds sufficient number of SEP common units to approve the SEP merger and the related merger agreement,
but the SEP
still needs to go through the SEC review process). These SEC review processes can take anywhere from 2 to 6+ weeks, depending on the extent of the review that the SEC may
conduct. Once the SEP
is effective, the written consent process for SEP should wrap up 20 business days thereafter. For EEP and EEQ, well set unit/shareholder vote dates after the applicable SEC
reviews concludes and shortly before the applicable
become effective, and well distribute the proxy voting materials to the unit/shareholders shortly thereafter. We continue to target closing all of
transactions by the end of the year.
Its also worth noting that these filings, as is
standard practice, contain financial projections for both Enbridge and the SVs. These projections do not constitute new EBITDA, DCF or dividend guidance for Enbridge. They were provided by ENB management to the SV Special Committees and their
respective advisors so they could evaluate Enbridges offer, negotiate the transactions and prepare valuations with that information, and, ultimately, render their fairness opinions. Additional information describing the financial projections
and scenarios, and related underlying assumptions, can be found in the
or the Circular.
financial guidance through 2020 remains unchanged, including 10% dividend CAGR through 2020. The underlying business drivers and competitive landscape continue to evolve and we are pleased with the successes of the 2018-2020 strategic
priorities achieved by Enbridge to date. We are seeing tailwinds in the business including strong demand for Mainline capacity, tax benefits from the
asset sales as well as emerging business development opportunities. We look forward to providing our official updated financial guidance and dividend growth outlook at our annual ENB investor day
Please let me know if you have any questions.
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.
statements are based on
the beliefs and assumptions of Enbridge Inc. (Enbridge), Enbridge Energy Partners, L.P. (EEP), Enbridge Energy Management, L.L.C. (EEQ), Spectra Energy Partners, LP (SEP),
and Enbridge Income Fund Holdings Inc. (ENF and, together with EEP, EEQ and SEP, the Sponsored Vehicles). 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 acquisitions of the Sponsored Vehicles (collectively, the Proposed Transactions), the expected synergies and equityholder value to result from the combined companies, the expected
levels of cash distributions or dividends by the Sponsored Vehicles to their respective shareholders or unitholders, the expected levels of dividends by Enbridge to its shareholders, the expected financial results of Enbridge and its Sponsored
Vehicles and their respective affiliates, and the future credit ratings, financial condition and business strategy of Enbridge, its Sponsored Vehicles and their respective affiliates.
Although Enbridge and its Sponsored Vehicles believe 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 results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material
assumptions include assumptions about the following: the expected supply of and demand for crude oil, natural gas, natural gas liquids (NGL) and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; exchange
rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for projects; anticipated
dates; weather; the timing and closing of dispositions; the realization of anticipated benefits and synergies of the Proposed Transactions; governmental legislation; acquisitions and the timing thereof;
the success of integration plans; impact of capital project execution on future cash flows; credit ratings; capital project funding; expected earnings; expected future cash flows; and estimated future dividends. Assumptions regarding the expected
supply of and demand for crude oil, natural gas, NGL and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for Enbridges
and its Sponsored Vehicles services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments and may impact levels of demand for Enbridges and its Sponsored Vehicles services and cost
of inputs, and are therefore inherent in all
statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking
statement cannot be determined with certainty, particularly with respect to the impact of the Proposed Transactions, expected earnings and cash flow or estimated future dividends.
statements involve risks and uncertainties that may cause actual results to be materially different
from the results predicted. There are a number of important factors that could cause actual results to differ materially from those indicated in any
statement including, but not limited to: the
risk that the Proposed Transactions do not occur; negative effects from the pendency of the Proposed Transactions; the ability to realize expected cost savings and benefits from the Proposed Transactions; the timing to consummate the Proposed
Transactions; whether the Sponsored Vehicles or Enbridge will produce sufficient cash flows to provide the level of cash distributions they expect with respect to their respective units or shares; outcomes of litigation and regulatory
investigations, proceedings or inquiries; operating performance of Enbridge and its Sponsored Vehicles; regulatory parameters regarding Enbridge and its Sponsored Vehicles; other Enbridge dispositions; project approval and support; renewals of
rights of way; weather, economic and competitive conditions; public opinion; changes in tax laws and tax rates; changes in trade agreements,
exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities; and any other risks and uncertainties discussed herein or in Enbridges or its
Sponsored Vehicles other filings with Canadian and United States securities regulators. All forward-looking statements in this communication are made as of the date hereof and, except to the extent required by applicable law, neither Enbridge
nor any of the Sponsored Vehicles assume any obligation to publicly update or revise any
statements made in this communication or otherwise, whether as a result of new information, future
events or otherwise. All subsequent
statements, whether written or oral, attributable to Enbridge, its Sponsored Vehicles or persons acting on their behalf, are expressly qualified in their
entirety by these cautionary statements. The factors described above, as well as additional factors that could affect Enbridges or any of its Sponsored Vehicles respective
statements, are described under the headings Risk Factors and Cautionary Statement Regarding
Information in Enbridges Annual Report on Form
for the fiscal year ended December 31, 2017, which was filed with the U.S. Securities and Exchange Commission (SEC) and Canadian securities regulators on February 16, 2018, each of
EEPs, EEQs and SEPs Annual Report on Form
for the fiscal year ended December 31, 2017, which were filed with the SEC on February 16, 2018, ENFs Managements
Discussion and Analysis for the year ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018, and in Enbridges and its Sponsored Vehicles respective other filings made with the SEC and
Canadian securities regulators, which are available via the SECs website at http://www.sec.gov and at http://www.sedar.com, as applicable.
Additional Information about Enbridge and the Proposed Transactions and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxies or approval. The
Proposed Transactions will be submitted to the shareholders of EEQ or ENF or unitholders of EEP or SEP, as applicable, for their consideration. Enbridge filed with the SEC on October 10, 2018 proxy statements of EEQ and EEP, respectively, and a
consent statement of SEP, each of which also constitutes a prospectus of Enbridge. Enbridge and its Sponsored Vehicles also plan to file other documents with the SEC and Canadian securities regulators regarding the Proposed Transactions. INVESTORS
AND SECURITY HOLDERS OF ENBRIDGE AND ITS SPONSORED VEHICLES ARE URGED TO READ THE APPLICABLE REGISTRATION STATEMENT, PROXY OR CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC OR CANADIAN
SECURITIES REGULATORS, AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors, shareholders and unitholders can obtain free copies of such documents containing important
information about Enbridge and its Sponsored Vehicles, through the website maintained by the SEC at http://www.sec.gov or with Canadian securities regulators through the SEDAR website at http://www.sedar.com, as applicable. Copies can also be
obtained, without charge, by directing a request to Enbridge Inc., 200, 425 1st Street S.W., Calgary, Alberta, Canada T2P 3L8, Attention: Investor Relations.
Participants in the Solicitations
Enbridge, each of its
Sponsored Vehicles, and certain of their respective directors and executive officers, may be deemed participants in the solicitation of consents or proxies from the holders of equity securities of the Sponsored Vehicles in connection with the
Proposed Transactions. Information about the directors and executive officers of Enbridge is set forth in its definitive proxy statement filed with the SEC on April 5, 2018. Information about the directors and executive officers of EEP, EEQ and
SEP is set forth in EEPs, EEQs and SEPs Annual Report on Form
for the fiscal year ended December 31,
2017, respectively, each of which was filed with the SEC on February 16, 2018. Information about the directors and executive officers of ENF is set forth in ENFs Annual Information
Form for the fiscal year ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018. Each of these documents can be obtained free of charge from the sources indicated above. Other information
regarding the participants in any consent or proxy solicitation with respect to the Proposed Transactions and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the relevant proxy or consent
statement/prospectus filed by Enbridge and the Sponsored Vehicles with the SEC on October 10, 2018.