UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2017
SPECTRA ENERGY CORP
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-33007 | 20-5413139 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5400 Westheimer Court
Houston, Texas 77056
(Address of principal executive offices)
Registrants telephone number, including area code: 713-627-5400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
On February 16, 2017, Spectra Energy Corp (the Company) and Enbridge Inc. (Enbridge) issued a press release announcing that the U.S. Federal Trade Commission (the FTC) has cleared the previously announced proposed combination of the two companies. With this clearance from the FTC, the proposed combination of Enbridge and Spectra Energy has only one remaining regulatory clearance to secure in order to close the transaction clearance under the Canadian Competition Act. The companies continue to expect closing the transaction in the first quarter this year. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Exhibit Description | |
99.1 | Press release, dated February 16, 2017 |
FORWARD-LOOKING INFORMATION
This communication includes certain forward looking statements and information (FLI) to provide Enbridge and the Companys shareholders and potential investors with information about Enbridge, the Company and their respective subsidiaries and affiliates, including each companys managements respective assessment of Enbridge, the Company and their respective subsidiaries future plans and operations, which FLI may not be appropriate for other purposes. FLI is typically identified by words such as anticipate, expect, project, estimate, forecast, plan, intend, target, believe, likely and similar words suggesting future outcomes or statements regarding an outlook. All statements other than statements of historical fact may be FLI. In particular, this document contains FLI pertaining to, but not limited to, information with respect to the proposed transaction jointly announced by Enbridge and the Company on September 6, 2016.
Although we believe that the FLI is reasonable based on the information available today and processes used to prepare it, such statements are not guarantees of future performance and you are cautioned against placing undue reliance on FLI. By its nature, FLI involves a variety of assumptions, which are based upon factors that may be difficult to predict and that may involve known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by these FLI, including, but not limited to, the following: the timing and completion of the transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent; interloper risk; the realization of anticipated benefits and synergies of the transaction and the timing thereof; the success of integration plans; the focus of management time and attention on the transaction and other disruptions arising from the transaction; estimated future dividends; financial strength and flexibility; debt and equity market conditions, including the ability to access capital markets on favorable terms or at all; cost of debt and equity capital; potential changes in the Enbridge share price which may negatively impact the value of consideration offered to shareholders of the Company; expected supply and demand for crude oil, natural gas, natural gas liquids and renewable energy; prices of crude oil, natural gas, natural gas liquids and renewable energy; economic and competitive conditions; expected exchange rates; inflation; interest rates; tax rates and changes; completion of growth projects; anticipated in-service dates; capital project funding; success of hedging activities; the ability of management of Enbridge, its subsidiaries and affiliates to execute key priorities, including those in connection with the transaction; availability and price of labor and construction materials; operational performance and reliability; customer, shareholder, regulatory and other stakeholder approvals and support; regulatory and legislative decisions and actions; public opinion; and weather. We caution that the foregoing list of factors is not exhaustive. Additional information about these and other assumptions, risks and uncertainties can be found in applicable filings with Canadian and U.S. securities regulators, including any proxy statement, prospectus or registration statement to be filed in connection with the transaction. Due to the interdependencies and correlation of these factors, as well as other factors, the impact of any one assumption, risk or uncertainty on FLI cannot be determined with certainty.
Except to the extent required by law, we assume no obligation to publicly update or revise any FLI, whether as a result of new information, future events or otherwise. All FLI in this document is expressly qualified in its entirety by these cautionary statements.
SIGNATURE
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 hereunto duly authorized.
Dated: February 16, 2017
SPECTRA ENERGY CORP (Registrant) | ||||
By: | /s/ Reginald D. Hedgebeth | |||
Name: | Reginald D. Hedgebeth | |||
Title: | General Counsel, Corporate Secretary, and Chief Ethics and Compliance Officer |
EXHIBIT INDEX
Exhibit |
Exhibit Description | |
99.1 | Press release, dated February 16, 2017 |
Exhibit 99.1
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NEWS RELEASE
Enbridge and Spectra Energy Obtain FTC Clearance for their Proposed Combination
Final regulatory clearance required for closing is under the Canadian Competition Act
CALGARY, Alberta and HOUSTON, Texas February 16, 2017 Enbridge Inc. (TSX, NYSE: ENB) (Enbridge) and Spectra Energy Corp (NYSE: SE) (Spectra Energy) announced today that the U.S. Federal Trade Commission (FTC) has cleared the previously announced proposed combination of the two companies.
As part of the clearance, the FTC today voted to accept a proposed consent decree in which Enbridge and Spectra Energy have agreed, following the closing of their proposed combination, to enact firewalls governing the flow of certain information to Enbridge about the Discovery offshore Gulf of Mexico natural gas pipeline system (Discovery), and to take certain other steps limiting Enbridges potential influence over actions related to Discovery. Spectra Energy holds an ownership interest in Discovery through its indirect ownership interest in DCP Midstream, LP, which holds a 40 percent ownership interest in Discovery. Enbridge, through an affiliate, also has offshore natural gas gathering operations in the Gulf of Mexico. The FTCs decision is accessible via the following link: https://www.ftc.gov/enforcement/cases-proceedings/161-0215/enbridge-spectra-energy
With this clearance from the FTC, the proposed combination of Enbridge and Spectra Energy has only one remaining regulatory clearance to secure in order to close the transaction: clearance under the Canadian Competition Act. The companies continue to expect the transaction to close in the first quarter of this year.
About Enbridge Inc.
Enbridge Inc., a Canadian company, exists to fuel peoples quality of life, and has done so for more than 65 years. A North American leader in delivering energy, Enbridge has been ranked on the Global 100 Most Sustainable Corporations index for the past eight years. Enbridge operates the worlds longest crude oil and liquids transportation system across Canada and the U.S., and has a significant and growing involvement in natural gas gathering, transmission and midstream business, as well as an increasing involvement in power transmission. Enbridge owns and operates Canadas largest natural gas distribution company, serving residential, commercial, and industrial customers in Ontario, Quebec, New Brunswick and New York State. Enbridge has interests in more than 2,200 megawatts of net renewable and alternative generating capacity, and continues to expand into wind, solar and geothermal power. Enbridge employs approximately 10,000 people, primarily in Canada and the U.S., and has been ranked 15 times on the annual Canadas Top 100 Employers list, including the 2017 index. Enbridges common shares trade on the Toronto and New York stock exchanges under the symbol ENB. For more information, visit www.enbridge.com.
About Spectra Energy Corp
Spectra Energy Corp (NYSE: SE), a FORTUNE 500 company, is one of North Americas leading pipeline and midstream companies. Based in Houston, Texas, the companys operations in the United States and Canada include approximately 21,000 miles of natural gas and crude oil pipelines; approximately 300 billion cubic feet of natural gas storage; 5.6 million barrels of crude oil storage; as well as natural gas gathering, processing, and local distribution operations. Spectra Energy is the general partner of Spectra Energy Partners, LP (NYSE: SEP), one of the largest pipeline master limited partnerships in the United States and owner of the natural gas and crude oil assets in Spectra Energys U.S. portfolio. Spectra Energy also has a 50 percent ownership in DCP Midstream, LLC, which is the general partner of DCP Midstream, LP (NYSE: DCP), the largest natural gas liquids producer and the largest natural gas processor in the United States, and the largest gathering and processing master limited partnership in the United States. Spectra Energy has served North American customers and communities for more than a century. For more information, visit www.spectraenergy.com.
Forward-Looking Information
Certain information with respect to the proposed combination of Enbridge and Spectra Energy constitutes forward-looking statements. Although Enbridge and Spectra Energy believe these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties, including those pertaining to the timing and completion of the proposed combination. A further discussion of the risks and uncertainties facing Enbridge and Spectra Energy can be found in each companys filings with Canadian and United States securities regulators, as applicable. While Enbridge and Spectra Energy make these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Except as may be required by applicable securities laws, neither Enbridge nor Spectra Energy assume any obligation to publicly update or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
Enbridge Inc.
Media
Suzanne Wilton
(403) 231-7385 or Toll Free: (888) 992-0997
Suzanne.wilton@enbridge.com
Investment Community
Jonathan Gould
(403) 231-3916 or Toll Free: (800) 481-2804
jonathan.gould@enbridge.com
Spectra Energy Corp
Media
Creighton Welch
(713) 627-5806
(713) 627-4747 (24-hour media line)
cawelch@spectraenergy.com
Investment Community
Roni Cappadonna
(713) 627-4778
vacappadonna@spectraenergy.com