UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 21, 2023, Enbridge Inc. (the “Corporation”) filed Articles of Amendment with the Director under the Canada Business Corporations Act (the “CBCA”) amending its articles to create new series of Preference Shares of the Corporation designated as Preference Shares, Series 2023-A (the “Series 2023-A Conversion Preference Shares”) and Preference Shares, Series 2023-B (the “Series 2023-B Conversion Preference Shares” and, together with the Series 2023-A Conversion Preference Shares, the “Conversion Preference Shares”). The Series 2023-A Conversion Preference Shares are issuable upon the automatic conversion of the US$750,000,000 aggregate principal amount of the Corporation’s 8.250% Fixed-to-Fixed Rate Subordinated Notes Series 2023-A due 2084 (the “2023-A Notes”), and the Series 2022-C Conversion Preference Shares are issuable upon the automatic conversion of the US$1,250,000,000 aggregate principal amount of the Corporation’s 8.500% Fixed-to-Fixed Rate Subordinated Notes Series 2023-B due 2084 (the “2023-B Notes” and, together with the 2023-B Notes, the “Notes”). The Conversion Preference Shares will be entitled to receive cumulative preferential cash dividends, if, as and when declared by the board of directors of the Corporation, subject to the CBCA, at the same rate as the interest rate that would have accrued on the applicable Notes (had such Notes remained outstanding), payable on each semi-annual dividend payment date, subject to any applicable withholding tax.
The foregoing description of the Corporation’s Articles of Amendment is qualified in all respects by reference to the text of the Certificate of Amendment issued by the Director under the CBCA on September 21, 2023 and the Articles of Amendment attached thereto, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On September 25, 2023, the Corporation completed the offering of the Notes. The Notes were offered pursuant to the Corporation’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 29, 2022 (Reg. No. 333- 266405) (the “Registration Statement”). The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01 and the Registration Statement:
| · | Underwriting Agreement, dated September 18, 2023, between the Corporation and the underwriters party thereto. |
| · | Eleventh Supplemental Indenture, dated September 25, 2023, to the Indenture, dated February 25, 2005, between the Corporation and Deutsche Bank Trust Company Americas, relating to the 2023-A Notes. |
| · | Twelfth Supplemental Indenture, dated September 25, 2023, to the Indenture, dated February 25, 2005, between the Corporation and Deutsche Bank Trust Company Americas, relating to the 2023-B Notes. |
| · | Form of Global Note representing the 2023-A Notes. |
| · | Form of Global Note representing the 2023-B Notes. |
| · | Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to the validity of the Notes. |
| · | Opinion of McCarthy Tétrault LLP, Canadian counsel for the Corporation, as to the validity of the Notes and the Conversion Preference Shares. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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, thereunto duly authorized.
| ENBRIDGE INC. | ||
| (Registrant) | ||
| Date: September 25, 2023 | By: | /s/ Karen K.L. Uehara |
| Karen K.L. Uehara | ||
| Vice President, Corporate & Corporate Secretary | ||
| (Duly Authorized Officer) | ||