Current Report Filing (8-k)
March 08 2023 - 4:34PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): March 8, 2023
![](https://content.edgar-online.com/edgar_conv_img/2023/03/08/0001104659-23-030128_tm238922d1_8kimg.jpg)
ENBRIDGE INC.
(Exact Name of Registrant as Specified
in Charter)
Canada |
001-15254 |
98-0377957 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
200, 425 - 1st Street S.W.
Calgary, Alberta, Canada T2P 3L8
(Address of Principal Executive Offices)
(Zip Code)
1-403-231-3900
(Registrant’s telephone number,
including area code)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
Common Shares |
|
ENB |
|
New York Stock Exchange |
6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078 |
|
ENBA |
|
New York Stock Exchange |
Item 8.01 Other Events.
On March 8, 2023, Enbridge Inc. (the “Corporation”)
completed the offering of US$2,300,000,000 aggregate principal amount of its 5.700% Sustainability-Linked Senior Notes due 2033 (the “Sustainability-Linked
Senior Notes”) and US$700,000,000 aggregate principal amount of its 5.969% Senior Notes due 2026 (the “Senior Notes”
and, together with the Sustainability-Linked Notes, the “Notes”). The Notes are fully and unconditionally guaranteed by Enbridge
Energy Partners, L.P. and Spectra Energy Partners, LP (together, the “Guarantors”), each of which is an indirect, wholly-owned
subsidiary of the Corporation.
The Notes were offered pursuant to the Corporation’s Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on July 29, 2022 (Reg. No. 333-266405) (the “Registration
Statement”).
The following documents relating to the sale of the Notes are filed
as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01 and the Registration Statement:
| ● | Underwriting Agreement, dated March 6, 2023, between the Corporation,
the Guarantors and the underwriters party thereto. |
| ● | Officers’ Certificate of the Corporation, dated March 8, 2023. |
| ● | Form of Global Note representing the Sustainability-Linked Senior Notes. |
| ● | Form of Global Note representing the Senior Notes. |
| ● | Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation,
as to the validity of the Notes and related guarantees. |
| ● | Opinion of McCarthy Tétrault LLP, Canadian counsel for the Corporation,
as to the validity of the Notes. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
1.1 |
|
Underwriting Agreement, dated as of March 6, 2023, between the Corporation, the Guarantors and the underwriters party thereto. |
4.1 |
|
Officers’ Certificate of the Corporation, dated March 8, 2023. |
4.2 |
|
Form of Global Note representing the Sustainability-Linked Senior Notes (included in Exhibit 4.1). |
4.3 |
|
Form of Global Note representing the Senior Notes (included in Exhibit 4.1). |
5.1 |
|
Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to the validity of the Notes and related guarantees. |
5.2 |
|
Opinion of McCarthy Tétrault LLP, Canadian counsel for the Corporation, as to the validity of the Notes. |
23.1 |
|
Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above). |
23.2 |
|
Consent of McCarthy Tétrault LLP (included in Exhibit 5.2 above). |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
ENBRIDGE INC. |
|
(Registrant) |
|
|
Date: March 8, 2023 |
By: |
/s/ Karen K.L. Uehara |
|
|
Karen K.L. Uehara |
|
|
Vice President & Corporate Secretary |
|
|
(Duly Authorized Officer) |
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