SPECTRA ENERGY CORP (NASDAQ:SE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Amendment No. 3 to Credit Agreement
On January 5, 2017, Spectra Energy Corp (SE Corp) and Spectra
Energy Capital, LLC (Spectra Energy Capital, a wholly-owned subsidiary of SE
Corp) entered into Amendment No. 3 (the Revolver Amendment) to
the Amended and Restated Credit Agreement dated as of November 1,
2013 (the Credit Agreement, as amended by the Revolver Amendment,
the Amended Credit Agreement) with the lenders and issuing banks
named in the Credit Agreement and JPMorgan Chase Bank, N.A. as
the administrative agent.
to the Revolver
Amendment, effective upon the consummation of the Proposed Merger
(as defined below), the merger covenant in the Credit Agreement
and the change of control event of default in the Credit
Agreement shall be automatically amended to permit the Proposed
Merger.If the Proposed Merger is not consummated, the Revolver
Amendment shall not be effective to amend the Credit
Agreement.For purposes hereof, Proposed Merger means the proposed
merger of Enbridge Inc., a Canadian corporation (Enbridge), or
any subsidiary thereof, with SE Corp to the Agreement and Plan of
Merger dated as of September 5, 2016 among SE Corp, Enbridge and
Sand Merger Sub, Inc., a Delaware corporation.
Certain of the
lenders under the Amended Credit Agreement and their respective
affiliates perform various financial advisory, investment banking
and commercial banking services from time to time for Spectra
Energy and its affiliates, for which they received or will
receive customary fees and expense reimbursement.
The foregoing
description of the Revolver Amendment is not complete and is
qualified in its entirety by reference to the full and complete
terms of the Revolver Amendment, which is attached to this
Current Report on Form8-K as Exhibit10.1.
Amendment No.
1 to Term Loan Agreement
On January 5,
2017, SE Corp and Spectra Energy Capital entered into Amendment
No. 1 (the Term Loan Amendment) to the Credit Agreement dated as
of November 1, 2013 (the Term Loan Agreement, as amended by the
Term Loan Amendment, the Amended Term Loan Agreement) with the
lenders named in the Term Loan Agreement and Bank of America,
N.A. as the administrative agent.
to the Term Loan
Amendment, effective upon the consummation of the Proposed
Merger, the merger covenant in the Term Loan Agreement and the
change of control event of default in the Term Loan Agreement
shall be automatically amended to permit the Proposed Merger.If
the Proposed Merger is not consummated, the Term Loan Amendment
shall not be effective to amend the Term Loan Agreement.
Certain of the
lenders under the Amended Term Loan Agreement and their
respective affiliates perform various financial advisory,
investment banking and commercial banking services from time to
time for Spectra Energy and its affiliates, for which they
received or will receive customary fees and expense
reimbursement.
The foregoing
description of the Term Loan Amendment is not complete and is
qualified in its entirety by reference to the full and complete
terms of the Term Loan Amendment, which is attached to this
Current Report on Form8-K as Exhibit10.2.
Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information
set forth under Item 1.01 regarding the entry into the Revolver
Amendment and the Term Loan Amendment is hereby incorporated into
this Item 2.03 by reference.
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Item9.01. |
Financial Statements and Exhibits. |
(d)Exhibits.
| 10.1 |
Amendment No. 3 dated January 5, 2017 to Amended and Restated Credit Agreement, dated as of November 1, 2013, by and among Spectra Energy Capital, LLC, as Borrower, Spectra Energy Corp, as Guarantor, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto. |
|
| 10.2 |
Amendment No. 1 dated January 5, 2017 to Credit Agreement, dated as of November 1, 2013, by and among Spectra Energy Capital, LLC, as Borrower, Spectra Energy Corp, as Guarantor, Bank of America, N.A., as Administrative Agent, and the lenders party thereto. |
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