Item 5.04.
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Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
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Blackout period
notification
On January 19, 2017, Spectra Energy Corp (
Spectra Energy
or the
Company
) delivered a notice
regarding a blackout period (
Blackout Period Notice
) to its executive officers and directors who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (collectively, the
Covered
Persons
). The Blackout Period Notice informed the Covered Persons that, in connection with closing of Spectra Energys proposed merger (the
Merger
) with Enbridge Inc. (
Enbridge
), a blackout period
may be imposed with respect to the Spectra Energy Retirement Savings Plan (the
Plan
). We continue to anticipate that the Merger will close in the first quarter of 2017, subject to receipt of certain regulatory approvals and other
customary closing conditions.
During the blackout period, Covered Persons would be subject to certain trading restrictions with respect
to shares of Spectra Energy common stock and certain related derivative securities under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR promulgated by the Securities and Exchange Commission. Under the blackout period,
Covered Persons will be prohibited from directly or indirectly purchasing, selling, acquiring, or transferring any Spectra Energy equity securities, including Spectra Energy common stock and derivative securities with respect to Spectra Energy
common stock, other than in certain limited circumstances. Delivery of the Blackout Period Notice followed Spectra Energys receipt, on January 12, 2017, of a notice required by Section 101(i)(2)(E) of the Employee Retirement Income
Security Act of 1974, as amended, regarding the blackout period. The blackout period applicable to Plan participants would be imposed in connection with the Merger to allow shares of Spectra Energy common stock held in the Spectra Energy Common
Stock Fund under the Plan (
Spectra Energy Stock Fund
) to be converted into an investment option with respect to Enbridge common shares. During the blackout period, Plan participants will be unable to direct or diversify
investments in or out of the Spectra Energy Stock Fund or engage in any other Plan transactions that relate to the Spectra Energy Stock Fund.
Timing
of blackout period
It is currently expected that the blackout period could begin as early as the calendar week beginning on Sunday, February 12,
2017, and could end as late as the calendar week beginning on Sunday, March 26, 2017. Though we continue to anticipate that the closing of the Merger will occur in the first quarter of 2017, because it is not yet known with certainty when
closing of the Merger will occur, this blackout period range could change, be advanced or be extended. The blackout period is expected to begin as of market close (usually 4 p.m. ET) three business days prior to the date of closing of the Merger and
end a few days following the closing of the Merger.
Covered Persons may obtain, without charge, information as to whether the blackout
period has begun or ended from Mindy Lee, Assistant General Counsel, Employee Benefits and Executive Compensation; 5400 Westheimer Court, Houston, Texas, 77056; 713-627-5288. Inquiries from Covered Persons about the blackout period generally may be
directed to that same person.
During and for a period of two years after the ending date of the blackout period, Spectra Energy stockholders or other
interested parties may obtain, without charge, information about the actual beginning and ending dates of the blackout period by also contacting the same person referenced above.
A copy of the notice sent to Covered Persons is attached hereto as Exhibit 99.1 and incorporated by reference herein.
FORWARD-LOOKING INFORMATION
This communication includes
certain forward looking statements and information (
FLI
) to provide Enbridge and the Companys shareholders and potential investors with information about Enbridge, the Company and their respective subsidiaries and
affiliates, including each companys managements respective assessment of Enbridge, the Company and their respective subsidiaries future plans and operations, which FLI may not be appropriate for other purposes. FLI is 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
2
an outlook. All statements other than statements of historical fact may be FLI. In particular, this document contains FLI pertaining to, but not limited to, information with respect to the
proposed transaction jointly announced by Enbridge and the Company on September 6, 2016.
Although we believe that the FLI is reasonable based on the
information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based
upon factors that may be difficult to predict and that may involve 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 these FLI, including, but not limited to, the following: the timing and completion of the transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent; interloper risk; the realization
of anticipated benefits and synergies of the transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the transaction and other disruptions arising from the transaction; estimated future
dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favorable terms or at all; cost of debt and equity capital; potential changes in the Enbridge share price which may
negatively impact the value of consideration offered to shareholders of the Company; expected supply and demand for crude oil, natural gas, natural gas liquids and renewable energy; prices of crude oil, natural gas, natural gas liquids and renewable
energy; economic and competitive conditions; expected exchange rates; inflation; interest rates; tax rates and changes; completion of growth projects; anticipated in-service dates; capital project funding; success of hedging activities; the ability
of management of Enbridge, its subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; availability and price of labor and construction materials; operational performance and reliability; customer,
shareholder, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; public opinion; and weather. We caution that the foregoing list of factors is not exhaustive. Additional information about these
and other assumptions, risks and uncertainties can be found in applicable filings with Canadian and U.S. securities regulators, including any proxy statement, prospectus or registration statement to be filed in connection with the transaction. Due
to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or
otherwise. All FLI in this document is expressly qualified in its entirety by these cautionary statements.