S&C client Enbridge Inc. entered into a definitive merger agreement with one of its sponsored vehicles, Spectra Energy Partners, LP (SEP), pursuant to which Enbridge will acquire all of the publicly held common units of SEP not already owned by Enbridge at a fixed exchange ratio of 1.111 Enbridge common shares for each outstanding publicly held common unit of SEP. The transaction is valued at $3.3 billion/C$4.3 billion based on the closing price of Enbridge’s common shares on the New York Stock Exchange and Toronto Stock Exchange on August 23.
The transaction is subject to the satisfaction of customary closing conditions, including receipt of approval from holders of a majority of the outstanding SEP common units. Enbridge, which beneficially owns 83.1 percent of the SEP common units, has committed to deliver a written consent covering all of its beneficially owned common units in SEP approving the merger.
Enbridge operates the world’s longest crude oil and liquids transportation system across Canada and the United States, and has a significant and growing involvement in natural gas gathering, transmission and midstream business, as well as an increasing involvement in power transmission and renewable electricity generation. Enbridge owns and operates Canada’s largest natural gas distribution company, serving residential, commercial and industrial customers in Ontario, Quebec, New Brunswick and New York State.
The S&C corporate team representing Enbridge with respect to its acquisition of SEP was led by George Sampas, along with Mimi Wu and Traci Biedermann. Robert Buckholz, along with Benjamin Fleming advised on securities law matters and Michael Steinberg, along with Carson Zhou advised on litigation matters.