Enbridge Inc. (TSX:ENB) made a proposal to acquire 16.89% stake in Spectra Energy Partners, LP (NYSE:SEP) for $2.7 billion on May 17, 2018. As per the consideration, each outstanding common unit of Spectra Energy not already owned by Enbridge and its affiliates will be exchanged at a ratio of 1.0123 shares. Enbridge entered into an agreement to acquire 16.89% stake in Spectra Energy for $3.3 billion on August 24, 2018. Under the terms, each outstanding common unit of Spectra Energy not already owned by Enbridge and its affiliates will be exchanged at a ratio of 1.111 shares. Enbridge currently indirectly owns approximately 83.1% stake through its wholly owned subsidiary Enbridge (U.S.) Inc. The shares held by Enbridge (U.S.) will be transferred to Enbridge before closing of the agreement. In related transactions, Enbridge, on behalf of itself and certain of its wholly owned US subsidiaries, made separate all-share proposals to the respective boards of directors of Enbridge Energy Partners, L.P. (NYSE: EEP), Enbridge Energy Management, L.L.C (NYSE: EEQ) and Enbridge Income Fund Holdings Inc. (TSX: ENF), to acquire, in separate combination transactions, all of the outstanding equity securities not beneficially owned by Enbridge. Spectra Energy will operate as a wholly owned subsidiary of Enbridge.

The transaction is subject to satisfactory completion of due diligence, the approval of the Board of Directors of Enbridge (U.S.), recommendation of the conflicts committee established by the Spectra Energy, approval by holders of a majority of the outstanding common units of Spectra Energy, regulatory notifications and approvals and other customary conditions. The agreement is also subject to listing approval of ENB common stock on the NYSE and the TSX and ENB's registration statement on Form S-4 becoming effective. The delivery of this non-binding offer and the offer to Spectra Energy has been approved by, the Board of Directors of Enbridge and Enbridge (U.S.) The transaction will be needed to be reviewed and approved by the Board of Directors of Enbridge, Inc. and Enbridge (U.S.) when it enters into the definitive agreement stage. The agreement has been approved by the Board of Directors of ENB and certain of its wholly owned US subsidiaries. The Spectra Energy Conflicts Committee unanimously approved the transaction and recommended approval of the transaction to the Spectra Energy Board. The transaction has been approved by the Spectra Energy Board based on that recommendation. 

Pursuant to the terms of the merger agreement, Enbridge and Enbridge (U.S.) Inc., which as of November 5, 2018 together beneficially owned 403 million SEP common units representing approximately 83.1% of the outstanding SEP common units, have irrevocably agreed to deliver, or cause to be delivered, the Enbridge Written consent within two business days after the effectiveness of the registration statement of which this consent solicitation/prospectus forms a part. The approval of the merger agreement and the merger by Enbridge does not require the affirmative vote or consent of Enbridge shareholders. As on December 6, 2018, the period for the unit holders of Spectra to return their written consents with respect to the merger will expire on December 12, 2018. As of December 12, 2018, unit holders of Spectra Energy approved the merger. The transaction is expected to close in fourth quarter of 2018. As on December 6, 2018, the transaction is expected to close on December 17, 2018. The transactions as proposed are expected to be approximately neutral to Enbridge's three-year financial guidance and positive to Enbridge's post-2020 outlook due to tax and other synergies.

Michael Cannon, Alastair Hunt and David Anders of BofA Merrill Lynch and David Potter, Guido Lenarduzzi, Dan Beck and Don Robertson of Scotia Capital Inc. are acting as financial advisors to Enbridge. Ryan Carney, Gary Huffman, Natan Leyva, Christine Mainguy and Jen Maul of Vinson & Elkins LLP, Robert E. Buckholz, Michael H. Steinberg, Traci A. Biedermann, Benjamin I. Fleming, Miaoting Wu, Y. Carson Zhou, Joe Matelis, Eric Queen and George J. Sampas of Sullivan & Cromwell LLP and John Osler of McCarthy Tetrault LLP acted as legal advisors for Enbridge. Jefferies LLC acted as financial advisor and William J. Cooper of Sidley Austin LLP acted as legal advisor to the Spectra Energy Conflicts Committee. Bill Swanstrom, Micheal Blankenship, Jeff Wallace, Ben Smolij and Michelle Earley of Lockelord acted as legal advisor to Spectra Energy Partners, LP. D.F. King & Co., Inc. acted as the proxy solicitor to Spectra Energy and will be paid a fee of $7,500. Jefferies will be paid a fee of $3 million, $1 million of which is payable upon the execution of Jefferies' engagement letter and $2 million of which is payable upon delivery of Jefferies' opinion. David Schwartzbaum and Josh Nulman of Covington & Burling acted as legal advisor to Jefferies LLC. Gagnier Communication acted as legal advisor to Enbridge Inc..

Enbridge Inc. (TSX:ENB) completed the acquisition of 16.89% stake in Spectra Energy Partners, LP (NYSE:SEP) on December 17, 2018. Subsequently, the SEP common units will be suspended from trading on, and delisted from, the New York Stock Exchange (NYSE).