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Page 4 - EQUITY RESTRUCTURING AGREEMENT

SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018


 

 

EQUITY RESTRUCTURING AGREEMENT

 

This EQUITY RESTRUCTURING AGREEMENT, dated as of January 21, 2018, is entered into by and between Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership (“SEP GP”) (acting in its individual capacity and not in its capacity as the general partner of SEP), and Spectra Energy Partners, LP, a Delaware limited partnership (“SEP”).

 

WITNESSETH:

 

WHEREAS, Enbridge (U.S.) Inc. (“Enbridge US”) (an indirect, wholly owned subsidiary of Enbridge Inc. (“ENB”)) delivered a certain non-binding offer letter dated November 29, 2017 to SEP, with respect to an equity restructuring of ENB’s indirect ownership interests in SEP;

 

WHEREAS (a) SEP GP (an indirect, wholly owned subsidiary of Enbridge US) is the general partner of SEP and owns (i) all of the Incentive Distribution Rights in SEP, (ii) all of the general partner units in SEP, which equates to a 2% General Partner Interest in SEP, and (iii) a 15.8% limited partner interest in SEP, and (b) SEP GP, together with certain other indirect, wholly owned subsidiaries of ENB, owns an aggregate number of Common Units in SEP, which equates to a 72.5% limited partner interest in SEP;

 

WHEREAS, at the Closing, on the terms and subject to the conditions set forth herein, the Incentive Distribution Rights and the General Partner Interest will be converted into the Restructuring Common Units and a non-economic general partner interest in SEP (collectively, including the amendment and restatement of the SEP Partnership Agreement as provided herein, the “Transactions”);

 

WHEREAS, the conflicts committee (the “Conflicts Committee”) of the board of directors (the “Board”) of Spectra Energy Partners GP, LLC, a Delaware limited liability company (“SEP GP LLC”), the general partner of SEP GP, has (i) received the opinion of Jefferies LLC, the financial advisor to the Conflicts Committee, to the effect that the aggregate consideration to be paid by SEP pursuant to this Agreement is fair to SEP and the holders of SEP’s Common Units (other than SEP GP and its Affiliates) from a financial point of view, (ii) determined that this Agreement, the Amended Partnership Agreement and the Transactions are in the best interest of SEP and the holders of SEP’s Common Units (other than SEP GP and its Affiliates), (iii) approved this Agreement, the Amended Partnership Agreement and the Transactions, which such approval constituted “Special Approval” for purposes of the SEP Partnership Agreement, and (iv) recommended that the Board approve this Agreement, the Amended Partnership Agreement and the Transactions;

 

WHEREAS, (i) based upon the Conflicts Committee’s recommendation referenced above, the Board has determined that this Agreement, the Amended Partnership Agreement and the Transactions are fair and reasonable to, and in the best interest of, SEP and the holders of SEP’s Common Units (other than SEP GP and its Affiliates), (ii) the Board has determined that this Agreement, the Amended Partnership Agreement and the Transactions are fair and reasonable to, and in the best interest of, SEP GP, acting in its individual capacity and not as the general partner of SEP (including in SEP GP’s capacity as the owner of the Incentive Distribution Rights in SEP, the 2% General Partner Interest in SEP and a portion of the issued Common Units), and (iii) the Board has determined that this Agreement, the Amended Partnership Agreement and the Transactions are approved, authorized and adopted in all respects;

  

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