SPECTRA ENERGY CORP (NYSE:SE) Files An 8-K Termination of a Material Definitive Agreement
Item1.02. Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the consummation of the
Merger, Spectra Energy Capital, LLC (Spectra Energy
Capital), a wholly owned subsidiary of the Company,
terminated the $2,000,000,000 364-Day Credit Agreement (as
amended, restated, supplemented or otherwise modified, the
Credit Agreement), dated as of September29, 2016, among
Spectra Energy Capital, the Company, the lenders from time to
time party thereto and Citibank, N.A., as Administrative Agent.
Some of the lenders under the Credit Agreement and/or their
affiliates have in the past performed, and may in the future from
time to time perform, investment banking, financial advisory,
lending and/or commercial banking services, or other services for
the Company, Spectra Energy Capital and their affiliates, for
which they have received, and may in the future receive,
customary compensation and expense reimbursement.
Item2.01. Completion of Acquisition or Disposition of
Assets.
As described above, on the Closing Date, the Company and Enbridge
completed their previously announced Merger. As a result of the
Merger, the Company became a wholly owned subsidiary of Enbridge.
At the Effective Time, each outstanding share of common stock of
the Company, par value $0.001 (the Common Stock) (other
than shares owned directly by the Company, Enbridge or Merger
Sub), was automatically converted into, and became exchangeable
for, 0.984 (the Exchange Ratio) of a validly issued, fully
paid and non-assessable Enbridge common share (the Merger
Consideration).
As of the Effective Time, each option to purchase Common Stock,
Company phantom unit, Company performance stock unit, and other
Company awards measured by the value of shares of Common Stock
(collectively, Company Equity Awards), other than Company
performance stock units granted in 2015, was converted into a
corresponding award with respect to Enbridge common shares, with
the number of shares subject to and, if applicable, the exercise
price of the Company Equity Award adjusted to preserve the
aggregate intrinsic value of the original Company Equity Award,
subject to rounding. Each Company performance stock unit granted
in 2015 became vested as of the Effective Time (with performance
deemed satisfied based on actual performance through the
Effective Time), and was cancelled and converted into the right
to receive the Merger Consideration in respect of each share of
Common Stock underlying such award. Each Company performance
stock unit granted in 2016 was converted into a time-based
restricted stock unit, with the number of Enbridge common shares
subject to such award based on actual performance through the
Effective Time.
Under the terms of the Merger Agreement, as of the Effective
Time, Mr.Al Monaco, the current President and Chief Executive
Officer of Enbridge, remained the President and Chief Executive
Officer of Enbridge, and Mr.GregoryL. Ebel, the former Chairman,
President and Chief Executive Officer of the Company, became
Chairman of the board of directors of Enbridge.
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In addition, as of the Effective Time, the Board of Directors of
Enbridge will consist of eight members designated by Enbridge,
including Mr.Monaco, and five members designated by the Company,
including Mr.Ebel. Besides Mr.Monaco, the directors designated by
Enbridge, all of whom served as directors of Enbridge prior to
the Effective Time, are Marcel R. Coutu, J. Herb England, Charles
W. Fischer, V. Maureen Kempston Darkes, Rebecca B. Roberts, Dan
C. Tutcher and Cathy L. Williams. In addition to Mr.Ebel, the
directors designated by the Company are Clarence P. Cazalot, Jr,
Michael McShane, Michael E.J. Phelps and Pamela L. Carter, all of
whom served as directors of the Company prior to the Effective
Time.
The foregoing summary description of the Merger Agreement does
not purport to be complete and is qualified in its entirety by
reference to the terms of the Merger Agreement, which was filed
as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the SEC on September6, 2016, and which is
incorporated herein by reference.
Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, in connection with the consummation of the
Merger, the Company notified the New York Stock Exchange
(NYSE) that the Merger had been consummated, and requested
that the trading of Company Common Stock on NYSE be suspended
prior to market open on the Closing Date and that the listing of
the shares of Common Stock on NYSE be withdrawn. In addition, the
Company requested that NYSE file with the SEC a notification on
Form 25 to report the delisting the shares of Common Stock from
NYSE and to deregister the Shares under Section12(b) of the
Securities Exchange Act of 1934, as amended (the Exchange
Act). The Company intends to file with the SEC a Form 15
suspending the Companys reporting obligations under Sections 13
and 15(d) of the Exchange Act.
Item3.03. Material Modification to Rights of Security
Holders.
The information set forth under Item2.01, Item5.01 and Item5.03
of this Current Report on 8-K is incorporated by reference into
this Item3.03.
Item5.01. Changes in Control of Registrant.
Upon the Effective Time, a change in control of the Company
occurred, and the Company became a wholly owned subsidiary of
Enbridge. The information contained in the Introductory Note
above and in Item2.01 is incorporated herein by reference.
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
In connection with the Merger, and at the Effective Time, the
following directors of the Company retired from the Board of the
Directors of the Company: Gregory L. Ebel, F. Anthony Comper,
Austin A. Adams, Joseph Alvarado, Pamela L. Carter, Clarence P.
Cazalot, Jr, Peter B. Hamilton, Miranda C. Hubbs, Michael
McShane, Michael G. Morris and Michael E.J. Phelps.
Upon the Effective Time, to the terms of the Merger Agreement,
the following directors of Merger Sub (constituting all of the
directors of Merger Sub) became directors of the Company: William
T. Yardley, John K. Whelen, Laura Buss Sayavedra and Stephen J.
Neyland.
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In addition, in connection with the Merger, as of the Effective
Time, the following persons were appointed to the offices of the
Surviving Corporation indicated: William T. Yardley was appointed
President; Vern D. Yuwas appointed Chief Development Officer;
Allen Cappswas appointed Controller; Patrick Hesterwas appointed
Vice President, Law; Wanda M. Opheim was appointed Treasurer; and
Tyler W. Robinsonwas appointed Vice President Corporate
Secretary.
On the Closing Date, the Company awarded a $1million bonus to
Gregory L. Ebel, the Companys former Chairman, President and
Chief Executive Officer, to reward his extraordinary efforts in
respect of the Merger, including, but not limited to, integration
activities, planning, and efforts to capture the previously
announced synergy targets and timely close.
Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
to the terms of the Merger Agreement, at the Effective Time, the
Companys certificate of incorporation, as in effect immediately
prior to the Effective Time, was amended and restated in its
entirety (the Amended and Restated Certificate of
Incorporation). In addition, to the terms of the Merger
Agreement, at the Effective Time, the Companys bylaws, as in
effect immediately prior to the Effective Time, were amended and
restated in their entirety (the Amended and Restated
Bylaws).
Copies of the Amended and Restated Certificate of Incorporation
and the Amended and Restated Bylaws are filed as Exhibits 3.1 and
3.2, respectively, to this Current Report on Form 8-K, and are
incorporated herein by reference.
Item8.01. Other Events.
On February27, 2017, Enbridge issued a press release relating to
the consummation of the Merger. The press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
| 2.1 |
Agreement and Plan of Merger, dated as of September5, 2016, among Spectra Energy Corp, Enbridge Inc. and Sand Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed by Spectra Energy Corp with the SEC on September6, 2016)* |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Spectra Energy Corp |
|
| 3.2 | Amended and Restated Bylaws of Spectra Energy Corp | |
| 99.1 | Press Release, dated February 27, 2017 |
| * |
Schedules have been omitted to Item601(b)(2) of Regulation S-K. Spectra Energy Corp hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. |
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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: February27, 2017 | SPECTRA ENERGY CORP | |||||
| (Registrant) | ||||||
| By: |
/s/ William T. Yardley |
|||||
| Name: | William T. Yardley | |||||
| Title: | President |
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EXHIBIT INDEX
| 2.1 |
Agreement and Plan of Merger, dated as of September5, 2016, among Spectra Energy Corp, Enbridge Inc. and Sand Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed by Spectra Energy Corp with the SEC on September6, 2016)* |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Spectra Energy Corp |
|
| 3.2 | Amended and Restated Bylaws of Spectra Energy Corp | |
| 99.1 | Press Release, dated February 27, 2017 |
| * | Schedules have been omitted |
About SPECTRA ENERGY CORP (NYSE:SE)
Spectra Energy Corp is a natural gas infrastructure company. The Company owns and operates natural gas-related energy assets and a crude oil pipeline system connecting Canadian and the United States producers to refineries. It conducts its business in four segments: Spectra Energy Partners, Distribution, Western Canada Transmission & Processing and Field Services. Its Spectra Energy Partners segment provides transmission, storage and gathering of natural gas, as well as the transportation and storage of crude oil through interstate pipeline systems. Its Distribution segment provides distribution services in Canada through its subsidiary, Union Gas Limited. Its Western Canada Transmission & Processing business comprises the British Columbia (BC) Pipeline, BC Field Services, Canadian Midstream and Empress NGL operations, and Maritimes & Northeast Pipeline Limited Partnership. Its Field Services segment consists of approximately 50% investment in DCP Midstream, LLC. SPECTRA ENERGY CORP (NYSE:SE) Recent Trading Information
SPECTRA ENERGY CORP (NYSE:SE) closed its last trading session 00.00 at 40.68 with 83,650,263 shares trading hands.