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Enbridge Inc. Announces that Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP Have Launched Consent Solicitations with Respect to Certain of their Outstanding Notes


HOUSTON, Jan. 8, 2019 /CNW/ - Enbridge Inc. ("Enbridge") today announced that its wholly owned subsidiaries, Enbridge Energy Partners, L.P. ("EEP") and Spectra Energy Partners, LP ("SEP" and, together with EEP, the "Partnerships"), have commenced consent solicitations (the "Consent Solicitations") to holders of the following series of notes (collectively, the "Notes") to amend (the "Amendments") the respective indentures governing the Notes:



(the "EEP Notes")




(the "SEP Notes")

9.875% Notes due 2019

(CUSIP No. 29250R AR7)


Floating Rate Senior Notes due 2020

(CUSIP No. 84756N AJ8),


5.200% Notes due 2020

(CUSIP No. 29250R AS5)


4.600% Senior Notes due 2021

(CUSIP No. 84756N AB5),


4.375% Notes due 2020

(CUSIP No. 29250R AV8)


4.750% Senior Notes due 2024

(CUSIP No. 84756N AD1),


4.200% Notes due 2021

(CUSIP No. 29250R AU0)


3.500% Senior Notes due 2025

(CUSIP No. 84756N AF6),


5.875% Notes due 2025

(CUSIP No. 29250R AW6)


3.375% Senior Notes due 2026

(CUSIP No. 84756N AH2),


5.950% Notes due 2033

(CUSIP No. 29250R AD8)


5.950% Senior Notes due 2043

(CUSIP No. 84756N AE9) and


6.300% Notes due 2034

(CUSIP No. 29250R AG1)


4.500% Senior Notes due 2045

(CUSIP No. 84756N AG4)


7.500% Notes due 2038

(CUSIP No. 29250R AP1)


5.500% Notes due 2040

(CUSIP No. 29250R AT3)


7.375% Notes due 2045

(CUSIP No. 29250R AX4)



Each Partnership will make a cash payment of $1.00 for each $1,000 principal amount of a series of its Notes (such payments, collectively, the "Consent Fee") to each holder of record of that series of Notes who has delivered (and not revoked) a consent to the applicable Amendments at or prior to the Expiration Time (as defined below) if such Partnership receives valid consents from the holders of at least a majority in principal amount of that series of outstanding Notes (the "Requisite Consents") and the other conditions to the Consent Solicitations are satisfied or waived, including the condition that the Requisite Consents shall have been obtained with respect to each other series of Notes. If the Requisite Consents with respect to a series of Notes are not received at the Expiration Time or the applicable Partnership abandons or terminates its Consent Solicitation with respect to that series of Notes prior to receiving the Requisite Consents as to that series of Notes, any consents received will be voided and no Consent Fee will be paid to the holders of that series of Notes. The Consent Solicitations will expire at 5:00 p.m., New York City time, on January 18, 2019 (the "Expiration Time"), unless extended by the applicable Partnership with respect to one or more series of Notes.

The purpose of the Consent Solicitations is to amend the indenture governing the EEP Notes and the indenture governing to the SEP Notes to modify the reporting covenant contained in each indenture with respect to each series of EEP Notes and SEP Notes to provide that, in the event Enbridge guarantees a series of such Notes, then in lieu of the respective Partnership's current reporting obligations under its indenture with respect to such series of Notes, Enbridge would be subject to reporting obligations under such indenture similar to those in the indenture governing Enbridge's U.S. dollar denominated senior notes. The Amendments will also add provisions, in the event Enbridge guarantees a series of Notes, implementing the unconditional guarantee of such series of Notes by Enbridge.

Each Partnership will be deemed to have accepted all consents delivered (and not revoked) by the holders of record of a series of its Notes upon execution of a supplemental indenture containing the applicable Amendments relating to that series of Notes as described in the Consent Solicitation Statement. Upon execution of such a supplemental indenture, all holders of record of that series of Notes, including non-consenting holders and all subsequent holders of that series of Notes, will be bound by the Amendments to such indenture.

This press release does not set forth all of the terms and conditions of the Consent Solicitations. Holders should carefully read the Consent Solicitation Statement related to the Consent Solicitations and any accompanying materials for a complete description of all terms and conditions of the Consent Solicitations before making any decision with respect to the Consent Solicitations. Additional information concerning the terms and conditions of the Consent Solicitations, and the procedure for delivering consents, may be obtained from the solicitation agents, J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect) and MUFG Securities Americas Inc. (877) 744-4532 (toll free), (212) 405-7481 (collect) or (44) 207-577-4048/4218 (int'l). Copies of the Consent Solicitation Statement and related documents may be obtained from the information agent, D. F. King & Co., Inc., by calling (212) 269-5550 (collect for banks and brokers) or (800) 398-1247 (toll free for all others), or sending an email message to enbridge@dfking.com and requesting that a copy be provided to you.

Neither of the Partnerships, the applicable trustees, J.P. Morgan Securities LLC, MUFG Securities Americas Inc., D. F. King & Co., Inc. or any of their respective affiliates is making any recommendation as to whether or not holders of any series of Notes should deliver their consent to the applicable Amendments.

This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Amendments or any securities. Each Partnership reserves the right to modify or terminate each of its Consent Solicitations and may do so without modifying or terminating any other Consent Solicitation. The solicitations of consents are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitations under applicable state or foreign securities or "blue sky" laws.

Forward Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words "assumes," "believes," "estimates," "expects," "guidance," "intends," "plans," "projects," and similar expressions that do not relate to historical matters. All statements other than statements of historical fact are forward-looking statements. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond our control and could materially affect actual results, performance, or achievements. Important risk factors that may affect the Consent Solicitations and our business, results of operations and financial position are detailed in the Consent Solicitation Statement and in the reports we file with the U.S. Securities and Exchange Commission. Actual operating results may differ materially from what is expressed or forecast in this press release. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

About Enbridge Inc.
Enbridge 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 2.9 million barrels of crude oil each day through its Mainline and Express Pipeline; accounts for approximately 62% of U.S.-bound Canadian crude oil exports; and moves approximately 22% of all natural gas consumed in the U.S., serving key supply basins and demand markets. The Company's regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec, and New Brunswick. Enbridge also has interests in more than 1,700 MW of net renewable generating capacity in North America and Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past nine years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.

About Enbridge Energy Partners, L.P.
Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil transportation systems in the United States. Its principal crude oil system is the largest pipeline transporter of growing oil production from western Canada and the North Dakota Bakken formation. The system's deliveries to refining centers and connected carriers in the United States account for approximately 25 percent of total U.S. oil imports. Information about EEP is available on its website at www.enbridgepartners.com.

About Spectra Energy Partners, LP 
Spectra Energy Partners, LP connects growing supply areas to high-demand markets for natural gas and crude oil. Its assets include approximately 16,000 miles of transmission pipelines, approximately 170 billion cubic feet of natural gas storage, and approximately 5.6 million barrels of crude oil storage. Information about SEP is available on its website at www.spectraenergypartners.com.