Enbridge (ENB) on behalf of itself and certain of its wholly owned US subsidiaries and Spectra Energy Partners, LP (SEP) announced that they have entered into a definitive agreement under which Enbridge will acquire all of the outstanding public common units of SEP on the basis of 1.111 common shares of Enbridge for each common unit of SEP. The Agreed Exchange Ratio represents a 9.8% increase to the exchange ratio offered by Enbridge on May 17, 2018 of 1.0123 Enbridge common shares per SEP common unit. The transaction is valued at $3.3B based on the closing price of Enbridge’s common shares on the New York Stock Exchange / Toronto Stock Exchange on August 23, 2018. As a result of the merger, Enbridge would acquire all of the 81.9 million public outstanding common units of SEP at a fixed exchange ratio of 1.111 common shares of Enbridge for each common unit of SEP. In aggregate, based on the Agreed Exchange Ratio, Enbridge would issue an estimated 91.0 million Enbridge common shares in connection with the transaction, representing approximately 5 percent of the total number of Enbridge common shares outstanding. The transaction has been approved by the board of directors of Enbridge and certain of its wholly owned US subsidiaries. The board of directors of the general partner of SEP (SEP Board) delegated to a conflicts committee consisting solely of independent directors (SEP Conflicts Committee) the authority to review, evaluate and negotiate the transaction on behalf of SEP. The SEP Conflicts Committee unanimously approved the transaction and recommended approval of the transaction to the SEP Board. The transaction has been approved by the SEP Board based on that recommendation. Pursuant to the Agreement, Enbridge has irrevocably and unconditionally agreed to deliver its consent, with respect to all of the SEP common units owned by its wholly-owned subsidiaries, in favor of approval of the transaction. As the majority SEP unitholder, Enbridge’s approval by consent will constitute the requisite SEP unitholder vote required to approve the transaction. Closing of the transaction is expected to occur in the fourth quarter of 2018 and will be subject to customary closing conditions. If the transaction does not close before the record date for SEP’s distribution to be paid in the fourth quarter of 2018, and subject to SEP Board approval, SEP is expected to pay a cash distribution to its unitholders in the fourth quarter consistent with previously disclosed distribution guidance. Based on an expected fourth quarter closing date for the transaction, a SEP unitholder will receive either a SEP cash distribution or an Enbridge cash dividend.