[8-K] Enbridge, Inc Reports Material Event
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
On June 20, 2025, Enbridge Inc. (the “Corporation”) completed the offering of US$400,000,000 aggregate principal amount of its 4.600% Senior Notes due 2028 (the “2028 Notes”), US$600,000,000 aggregate principal amount of its 4.900% Senior Notes due 2030 (the “2030 Notes”), US$900,000,000 aggregate principal amount of its 5.550% Senior Notes due 2035 (the “2035 Notes”) and an additional US$350,000,000 aggregate principal amount of its 5.950% Senior Notes due 2054 (the “New 2054 Notes” and, together with the 2028 Notes, the 2030 Notes and the 2035 Notes, the “Notes”). The New 2054 Notes constitute a further issuance of, and form a single series with, the $800,000,000 aggregate principal amount outstanding of the Corporation’s 5.950% Senior Notes due 2054 issued on April 5, 2024. 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 June 16, 2025, between the Corporation, the Guarantors and the underwriters party thereto. |
| · | Officers’ Certificate of the Corporation, dated June 20, 2025. |
| · | Form of Global Note representing the 2028 Notes. |
| · | Form of Global Note representing the 2030 Notes. |
| · | Form of Global Note representing the 2035 Notes. |
| · | Form of Global Note representing the New 2054 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 June 16, 2025, between the Corporation, the Guarantors and the underwriters party thereto. | |
| 4.1 | Officers’ Certificate of the Corporation, dated June 20, 2025. | |
| 4.2 | Form of Global Note representing the 2028 Notes (included in Exhibit 4.1). | |
| 4.3 | Form of Global Note representing the 2030 Notes (included in Exhibit 4.1). | |
| 4.4 | Form of Global Note representing the 2035 Notes (included in Exhibit 4.1). | |
| 4.5 | Form of Global Note representing the New 2054 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: June 20, 2025 | By: | /s/ David Taniguchi |
| David Taniguchi | ||
| Vice President, Legal & Corporate Secretary | ||
| (Duly Authorized Officer) | ||
