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Enbridge Announces Expiration and Results of Offer by Spectra Energy Capital, LLC to Purchase Notes Due in 2019
July 7, 2017
CALGARY, ALBERTA--(Marketwired - July 7, 2017) - Enbridge Inc. (TSX:ENB)(NYSE:ENB) (Enbridge or the Company) announced today that the previously announced cash tender offer (the Any and All Tender Offer) by its wholly-owned subsidiary, Spectra Energy Capital, LLC (Spectra Capital) for any and all of its outstanding 8.00% senior unsecured notes due 2019 (the Any and All Notes) expired at 5:00 p.m. New York City time on July 6, 2017. According to information provided by D.F. King & Co., Inc., the tender and information agent for the Any and All Tender Offer, US$267,344,000 aggregate principal amount of the Any and All Notes were validly tendered prior to or at the expiration of the Any and All Tender Offer and not validly withdrawn. This amount includes US$65,000 aggregate principal amount of the Any and All Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated June 27, 2017 (the Offer to Purchase). The Any and All Tender Offer was made pursuant to the Offer to Purchase. The obligation of Spectra Capital to accept any Any and All Notes tendered and to pay the consideration for the Any and All Notes is subject to satisfaction or waiver of certain conditions and other terms set forth solely in the Offer to Purchase. If the conditions are met, Spectra Capital expects to pay for such Any and All Notes on July 7, 2017.
Holders of Any and All Notes that validly tendered and did not validly withdraw their Any and All Notes prior to the expiration of the Any and All Tender Offer will receive total consideration of US$1,137.28 for each $1,000 principal amount of Any and All Notes tendered and accepted for payment, plus accrued and unpaid interest up to, but not including, July 7, 2017, the expected settlement date of the Any and All Tender Offer.
Spectra Capital plans to fund the purchase of the Any and All Notes with part of the proceeds from the issuance of Enbridge's 2.90% Senior Notes due 2022 and Enbridge's 3.70% Senior Notes due 2027, which is expected to be completed on July 7, 2017.
In addition to the Any and All Tender Offer, Enbridge previously announced Spectra Capital's pending tender offers (together with the Any and All Tender Offer, the Offers) to purchase for cash up to an aggregate principal amount of US$600,000,000 of certain other debt securities of Spectra Capital (together with the Any and All Notes, the Notes). Holders of Notes are urged to read the Offer to Purchase carefully before making any decision with respect to the Offers.
J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as dealer managers for the Offers. D.F. King & Co., Inc. is acting as the tender and information agent for 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 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 or the tender and information agent makes any recommendations as to whether holders of the Notes should tender their Notes pursuant to the Offers.
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 settlement date of the Offers and the closing of one or more offerings of senior unsecured notes by the Company.
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.
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