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Subdocument 1 - SC 13D/A - SC 13D/A

SPECTRA ENERGY PARTNERS, LP filed this Form SC 13D/A on 11/2/2017


  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

Amendment No. 1

to

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

  

SPECTRA ENERGY PARTNERS, LP

(Name of Issuer)

 

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

 

84756N109

(CUSIP Number)

 

Tyler W. Robinson

Enbridge Inc.

200, 425 – 1st Street S.W.

Calgary, Alberta T2P 3L8

Canada

(403) 231-3900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 2, 2017

(Date of Event which Requires Filing of This Statement)

  

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: ☐

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  

 

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Spectra Energy Corp (“Spectra Energy”)

20-5413139

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

230,489,862†

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

230,489,862†

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

230,489,862†

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

74.1%†

14.

Type of Reporting Person (See Instructions)

 

CO

 

The number and percentage of common units representing limited partner interests (“Common Units”) of Spectra Energy Partners, LP (the “Issuer”) reported as beneficially owned by Spectra Energy in this Schedule 13D consists of the following:  171,570,734 Common Units owned by SE Transmission; 8,701,329 Common Units owned by SESSH; and 50,217,799 Common Units owned by SEP GP. SEP GP also owns 6,345,881 general partner units (“General Partner Units”) of the Issuer. Each of SE Transmission, SESSH and SEP GP is an indirect, wholly owned subsidiary of Spectra Energy.

 

-2

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Spectra Energy Capital, LLC (“SE Capital”)

51-0282142

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

††

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

230,489,862††

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

230,489,862††

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

230,489,862††

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

74.1%††

14.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)

 

†† SE Capital is directly wholly owned by Spectra Energy, SE Transmission is directly wholly owned by SE Capital, and each of SESSH and SEP GP is an indirect, wholly owned subsidiary of SE Capital. Therefore, SE Capital may be deemed to be the beneficial owner of (i) 230,489,862 Common Units owned by SE Transmission, SESSH and SEP GP and (ii) 6,345,881 General Partner Units owned by SEP GP.

 

-3

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Spectra Energy Transmission, LLC (“SE Transmission”)

76-0687370

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

†††

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

230,489,862†††

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

230,489,862†††

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

230,489,862†††

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

74.1%†††

14.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)

 

††† SE Transmission is directly wholly owned by SE Capital and indirectly wholly owned by Spectra Energy. The sole member of SESSH is SE Transmission. The sole holder of limited partner interests in SEP GP is SE Transmission and the sole holder of general partner interests in SEP GP is SEP GP LLC (as defined below). The sole member of SEP GP LLC is SE Transmission.

 

-4

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Spectra Energy Southeast Supply Header, LLC (“SESSH”)

20-5248997

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

††††

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

8,701,329 ††††

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

8,701,329 ††††

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,701,329††††

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

2.8%††††

14.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)

 

††† SESSH is directly wholly owned by SE Transmission and indirectly wholly owned by Spectra Energy and SE Capital.

 

-5

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Spectra Energy Partners GP, LLC (“SEP GP LLC”)

41-2232447

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

†††††

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

50, 217,799†††††

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

50, 217,799†††††

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

50, 217,799†††††

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

16.1%†††††

14.

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)

 

†††††SEP GP LLC is directly wholly owned by SE Transmission and indirectly wholly owned by Spectra Energy and SE Capital. As the General Partner of SEP GP, SEP GP LLC may be deemed to be the beneficial owner of (i) 50,217,799 Common Units owned by SEP GP and (ii) 6,345,881 General Partner Units owned by SEP GP.

 

-6

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Spectra Energy Partners (DE) GP, LP (“SEP GP”)

41-2232456

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

††††††

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

50, 217,799††††††

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

50, 217,799††††††

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

50, 217,799††††††

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

16.1%††††††

14.

Type of Reporting Person (See Instructions)

 

PN (Limited Partnership)

 

††††† SEP GP is 99% directly owned by SE Transmission, 1% directly owned by SEP GP LLC (the general partner of SEP GP), and indirectly wholly owned by Spectra Energy, SE Capital and SE Transmission.

 

-7

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Enbridge (U.S.) Inc. (“EUSI”)

41-1824246

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

*

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

230,489,862*

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

230,489,862*

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

230,489,862*

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

74.1%*

14.

Type of Reporting Person (See Instructions)

 

CO

 

*Spectra Energy is directly wholly owned by EUSI. Therefore, EUSI may be deemed to be the beneficial owner of 230,489,862 Common Units and 6,345,881 General Partner Units that may be deemed to be beneficially owned by Spectra Energy.

-8

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Enbridge US Holdings Inc. (“EUSHI”)

Not applicable.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

**

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Canada

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

230,489,862**

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

230,489,862**

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

230,489,862**

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

74.1%**

14.

Type of Reporting Person (See Instructions)

 

CO

 

**EUSI is directly wholly owned by EUSHI. Therefore, Spectra Energy is indirectly wholly owned by EUSHI and EUSHI may be deemed to be the beneficial owner of 230,489,862 Common Units and 6,345,881 General Partner Units that may be deemed to be beneficially owned by Spectra Energy.

 

-9

 

 

Schedule 13D/A

 

CUSIP No. 84756N109

 

1.

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Enbridge Inc. (“Enbridge”)

98-0377957

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) ¨

 

3.

SEC Use Only

 

4.

Source of Funds (See Instructions)

 

***

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐

 

6.

Citizenship or Place of Organization

 

Canada

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

7.

Sole Voting Power

 

None

8.

Shared Voting Power

 

230,489,862***

9.

Sole Dispositive Power

 

None

10.

Shared Dispositive Power

 

230,489,862***

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

230,489,862***

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.

Percent of Class Represented by Amount in Row (11)

 

74.1%***

14.

Type of Reporting Person (See Instructions)

 

CO

 

***EUSHI is directly wholly owned by Enbridge. Therefore, Spectra Energy is indirectly wholly owned by Enbridge and Enbridge may be deemed to be the beneficial owner of 230,489,862 Common Units and 6,345,881 General Partner Units that may be deemed to be beneficially owned by Spectra Energy.

 

-10

 

 

This Amendment No. 1 to Schedule 13D updates the information relating to the current beneficial owners and amends Item 4 of the Schedule 13D filed by filed by Spectra Energy Corp (“Spectra Energy”), Spectra Energy Capital, LLC (“SE Capital”), Spectra Energy Transmission, LLC (“SE Transmission”), Spectra Energy Southeast Supply Header, LLC (“SESSH”), Spectra Energy Partners GP, LLC (“SEP GP LLC”), Spectra Energy Partners (DE) GP, LP (“SEP GP”), Enbridge (U.S.) Inc. (“EUSI”), Enbridge US Holdings Inc. (“EUSHI”) and Enbridge Inc. (“Enbridge” and, together with Spectra Energy, SE Capital, SE Transmission, SESSH, SEP GP LLC, SEP GP, EUSI, and EUSHI, the “Reporting Persons”) with the Securities and Exchange Commission on March 9, 2017.

 

Item 4. Purpose of Transaction

 

The information previously provided in response to this Item 4 is hereby amended by replacing the text thereof in its entirety with the following:

 

The Reporting Persons hold Common Units, as reported herein, for the purpose of investment. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.

 

The Reporting Persons may, either directly or through one or more affiliates, from time to time or at any time and subject to price, market and general economic and fiscal conditions and other factors, acquire or seek to acquire additional Common Units in the open market, in privately negotiated transactions or otherwise, or dispose of or seek to dispose of all or a portion of such Common Units now owned or hereafter acquired. In addition, the Reporting Persons may, either directly or through one or more affiliates, from time to time or at any time and subject to price, market and general economic and fiscal conditions and other factors, consolidate or seek to consolidate assets held by the Reporting Persons and their affiliates, including acquiring assets owned by or selling assets to the Issuer, or make changes or seek to make changes to the capital structure of the Issuer, including to its incentive distribution rights. The Reporting Persons reserve the right to change their intention with respect to any or all of the matters required to be disclosed in this Item 4.

 

As part of the Reporting Persons’ ongoing evaluation of their investment in the Issuer and alternatives to such investment, including a potential consolidation, acquisition or sale of assets or Common Units or changes to the Issuer’s capital structure, the Reporting Persons may, from time to time, formulate plans or proposals with respect to such matters and hold discussions with or make formal proposals to the board of directors of the general partner of the Issuer, other holders of Common Units or other third parties regarding such matters.

 

-11

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 2, 2017
   
ENBRIDGE INC.
   
By: /s/TYLER W. ROBINSON
Name: Tyler W. Robinson
Title: Vice President & Corporate Secretary
     
By: /s/WANDA OPHEIM
Name: Wanda M. Opheim
Title: Senior Vice President, Treasury
     
ENBRIDGE US HOLDINGS INC.
   
By: /s/ALLEN C. CAPPS
Name: Allen C. Capps
Title: President
     
ENBRIDGE (U.S.) INC.
   
By: /s/VALORIE J. WANNER
Name: Valorie J. Wanner
Title: Corporate Secretary
     
SPECTRA ENERGY CORP
   
By: /s/VALORIE J. WANNER
Name: Valorie J. Wanner
Title: Secretary
     
SPECTRA ENERGY CAPITAL, LLC
   
By: /s/VALORIE J. WANNER
Name: Valorie J. Wanner
Title: Secretary
     
SPECTRA ENERGY TRANSMISSION, LLC
   
By: /s/VALORIE J. WANNER
Name: Valorie J. Wanner
Title: Secretary
     
SPECTRA ENERGY SOUTHEAST SUPPLY HEADER, LLC
   
By: /s/VALORIE J. WANNER
Name: Valorie J. Wanner
Title: Secretary

 

 

 

  

SPECTRA ENERGY PARTNERS (DE) GP, LP
   
By: Spectra Energy Partners GP, LLC
its general partner

 

By: /s/VALORIE J. WANNER
Name: Valorie J. Wanner
Title: Corporate Secretary

 

SPECTRA ENERGY PARTNERS GP, LLC
     
By: /s/VALORIE J. WANNER
Name: Valorie J. Wanner
Title: Corporate Secretary