UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 3

to

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

ENBRIDGE ENERGY MANAGEMENT, L.L.C.

(Name of Issuer)

 

Limited Voting Shares Representing Limited Liability Company Interests

(Title of Class of Securities)

 

29250X 10 3

(CUSIP Number)

 

Tyler W. Robinson, Esq.

Enbridge Inc.

200, 425 – 1^st Street S.W.

Calgary, Alberta T2P 3L8

Canada

(403) 231-3900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 17, 2018

(Date of Event which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: ¨

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

Schedule 13D/A

 

CUSIP No. 29250X 10 3

 

1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Enbridge Energy Company, Inc. 39-0793581
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   None
		8.		Shared Voting Power   11,157,271†
		9.		Sole Dispositive Power   None
		10.		Shared Dispositive Power   11,157,271†

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   11,157,271†
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11)   11.6%†
14.		Type of Reporting Person (See Instructions)   CO

 

†

Enbridge Energy Company, Inc. (“EECI”) also holds 7.19 voting shares (the “Voting Shares”) of Enbridge Energy Management, L.L.C. (“EEM”), constituting 100% of such class of securities.

 

 

Schedule 13D/A

 

CUSIP No. 29250X 10 3

 

1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Enbridge (U.S.) Inc. 41-1824246
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   *
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   None
		8.		Shared Voting Power   *
		9.		Sole Dispositive Power   None
		10.		Shared Dispositive Power   *

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   *
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11)   *
14.		Type of Reporting Person (See Instructions)   CO

 

*

EECI is wholly owned by Enbridge (U.S.) Inc. (“EUSI”). Therefore, EUSI may be deemed to be the beneficial owner of the 11,157,271 limited voting shares representing limited liability company interests of EEM (the “Listed Shares”) that are owned by EECI and the 7.19 Voting Shares that are owned by EECI. Thus, EUSI is filing this Amendment No. 3 to Schedule 13D jointly with EECI.

 

 

Schedule 13D/A

 

CUSIP No. 29250X 10 3

 

1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Enbridge US Holdings Inc. Not applicable.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   **
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization   Canada

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   None
		8.		Shared Voting Power   **
		9.		Sole Dispositive Power   None
		10.		Shared Dispositive Power   **

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   **
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11)   **
14.		Type of Reporting Person (See Instructions)   CO

 

**

EECI is indirectly owned by Enbridge US Holdings Inc. (“EUSHI”). Therefore, EUSHI may be deemed to be the beneficial owner of the 11,157,271 Listed Shares of EEM that are owned by EECI and the 7.19 Voting Shares that are owned by EECI. Thus, EUSHI is filing this Amendment No. 3 to Schedule 13D jointly with EECI.

 

 

Schedule 13D/A

 

CUSIP No. 29250X 10 3

 

1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Enbridge Inc. 98-0377957
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   ***
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization   Canada

Number of Shares Beneficially Owned By Each Reporting Person With		7.		Sole Voting Power   None
		8.		Shared Voting Power   ***
		9.		Sole Dispositive Power   None
		10.		Shared Dispositive Power   ***

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   ***
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11)   ***
14.		Type of Reporting Person (See Instructions)   CO

 

***

EECI is indirectly owned by Enbridge Inc. (“Enbridge”). Therefore, Enbridge may be deemed to be the beneficial owner of the 11,157,271 Listed Shares of EEM that are owned by EECI and the 7.19 Voting Shares that are owned by EECI. Thus, Enbridge is filing this Amendment No. 3 to Schedule 13D jointly with EECI.

 

 

This Amendment No. 3 to Schedule 13D updates the information relating to the current beneficial owners and amends Items 4 and 7 of the Schedule 13D filed by Enbridge Inc., IPL System Inc., Enbridge Pipelines Inc. and Enbridge Energy Company, Inc. with the Securities and Exchange Commission on October 17, 2002 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by Enbridge Inc. (“Enbridge”), Enbridge US Holdings Inc. (“EUSHI”), Enbridge (U.S.) Inc. (“EUSI”), and Enbridge Energy Company, Inc. (“EECI” and, together with Enbridge, EUSHI and EUSI, the “Reporting Persons”) with the Securities and Exchange Commission on May 2, 2016, and Amendment No. 2 to the Original Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on November 2, 2017 (as amended, the “Initial Statement”).

 

Item 4. Purpose of Transaction

 

The information previously provided in response to this Item 4 is hereby amended and supplemented by adding the following paragraphs:

 

On May 17, 2018, representatives of Enbridge delivered a non-binding offer (the “Offer Letter”) to the Issuer to acquire all of the outstanding Listed Shares of the Issuer not already owned by Enbridge and its affiliates in exchange for shares of common stock of Enbridge, no par value (the “Enbridge Common Stock”), at an exchange ratio of 0.2887 shares of Enbridge Common Stock for each Listed Share of the Issuer. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter which is filed as Exhibit (g) hereto and is incorporated by reference in its entirety into this Item 4.

 

There can be no assurance that any discussions that may occur between Enbridge and the Issuer with respect to Enbridge’s offer will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Discussions concerning a transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction is subject to a number of contingencies, which are beyond the control of Enbridge, including the satisfactory completion of due diligence, the approval of the board of directors of the Issuer (the “Issuer Board”), the recommendation of a special committee comprised of one or more of the independent directors of the Issuer Board established to evaluate the transaction, approval by holders of a majority of the outstanding Listed Shares, other than Enbridge and its affiliates, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.

 

Enbridge does not intend to disclose developments with respect to the foregoing unless and until the Issuer Board and Enbridge have approved a specific transaction, if any, and Enbridge and the Issuer have then entered into a definitive agreement to effect such transaction, except as may be required by law. The foregoing is not intended to limit the matters previously disclosed in Item 4 of this Schedule 13D.

 

Item 7. Material to Be Filed as Exhibits

 

The information previously provided in response to this Item 7 is hereby amended and supplemented with the following:

 

(g)

Offer Letter, dated May 17, 2018

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 17, 2018

 

ENBRIDGE INC.
By:		/s/ Tyler W. Robinson
Name:		Tyler W. Robinson
Title:		Vice President & Corporate Secretary
By:		/s/ Wanda Opheim
Name:		Wanda Opheim
Title:		Senior Vice President, Treasury
Enbridge US Holdings Inc.
By:		/s/ Allen C. Capps
Name:		Allen C. Capps
Title:		President
Enbridge (U.S.) Inc.
By:		/s/ Valorie J. Wanner
Name:		Valorie J. Wanner
Title:		Corporate Secretary
ENBRIDGE ENERGY COMPANY, INC.
By:		/s/ Valorie J. Wanner
Name:		Valorie J. Wanner
Title:		Corporate Secretary

 

  

Exhibit G

 

Enbridge Inc. 200, 425 - 1st Street S.W. Calgary, AB T2P 3L8 Canada

 

May 17, 2018

 

Enbridge Energy Management, L.L.C.

5400 Westheimer Court

Houston, TX 77056

Attn:

Members of the Board of Directors of

Enbridge Energy Management, L.L.C.

 

Re:

Possible acquisition of all outstanding publicly-held Listed Shares of Enbridge Energy Management, L.L.C.

 

Gentlemen:

 

Enbridge Inc. (“Enbridge”) is pleased to submit this non-binding offer (this “Non-Binding Offer”) to Enbridge Energy Management, L.L.C. (“EEQ”) regarding a possible transaction pursuant to which Enbridge, through a wholly owned subsidiary (“AcquireCo”), would acquire all of the outstanding Listed Shares of EEQ not already owned by Enbridge and its affiliates (the “Transaction”), as described in more detail below.

 

As you are aware, Enbridge currently indirectly owns, through its wholly owned subsidiary, 11,157,271 Listed Shares of EEQ, representing in the aggregate 11.6% of the total outstanding limited liability company interests of EEQ. In addition, Enbridge currently indirectly owns 7.19 voting shares of EEQ through its wholly owned subsidiary Enbridge Energy Company, Inc. (“EECI”). Subject to the negotiation and execution of a definitive agreement containing terms and conditions customary for a transaction of the type set out in this letter, we are pleased to offer 0.2887 Common Shares of Enbridge in exchange for each issued and outstanding publicly-held Listed Share of EEQ based upon the closing price of EEQ’s Listed Shares on the NYSE on May 16, 2018 as compared to the closing price of an Enbridge Common Share on the same date.

 

We believe this proposal is attractive to public holders of EEQ’s Listed Shares. In light of recent regulatory developments that have affected both Enbridge Energy Partners, L.P. (“EEP”) and the master limited partnership (“MLP”) market in the U.S. more broadly, we are of the view that a combination transaction is the best strategic alternative currently available to EEQ to maximize value to all of its shareholders. We believe the proposed exchange ratio for EEQ Listed Shares reflects a fair value relative to the stand-alone value of EEQ’s Listed Shares today. In particular, the value offered for all of EEQ’s outstanding publicly-traded Listed Shares takes into account the difficulty of supporting its and EEP’s existing distribution levels from 2019 on, given the combined impact of the announcement of the Federal Energy Regulatory Commission’s income tax allowance policy change and U.S. tax reform on MLP market valuations and the resulting impact on MLPs’ access to capital at reasonable rates.

 

 

Enbridge Energy Management, L.L.C.

May 17, 2018

Page 2

  

Enbridge’s proposal offers shareholders a security with enhanced trading liquidity and provides direct ownership in North America’s largest energy infrastructure company with diverse, safe and reliable cash flow generation supporting attractive dividend growth. In addition, the Transaction would permit current EEQ public shareholders the opportunity to participate in the future success of Enbridge as new Enbridge shareholders.

 

1. Principal Terms; Key Assumptions.

 

The Transaction would be structured as a merger between EEQ and AcquireCo. The consideration payable in the Transaction will be a share-for-share exchange of 0.2887 Common Shares of Enbridge for each issued and outstanding publicly-held Listed Share of EEQ, as described above.

 

Key Assumptions:

 

The principal terms set out above are based on the following key assumptions:

 

(a)

Enbridge, AcquireCo and EEQ would enter into a definitive merger agreement (the “Definitive Agreement”) that would set out all of the terms and conditions relevant to the Transaction.

 

(b)

The Transaction would be subject to customary closing conditions, including the expiration or earlier termination of the waiting period applicable to consummation of the Transactions under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.

 

(c)

Enbridge and Enbridge (U.S.) Inc. (an indirect, wholly-owned subsidiary of Enbridge) intend to simultaneously make a non-binding offer to acquire all of the outstanding interests in EEP not currently owned by Enbridge and its affiliates (the “EEP Transaction”). The Transaction will be conditioned on the consummation of the EEP Transaction.

 

(d)

The Transaction would be approved by a special committee to be established by the board of directors of EEQ.

 

(e)

The closing of the Transaction would be subject to approval by holders of a majority of the outstanding Listed Shares, other than Enbridge and its affiliates.

 

2. Internal Approvals.

 

This Transaction has been reviewed by, and the delivery of this Non-Binding Offer to EEQ has been approved by, the board of directors of Enbridge. Before Enbridge and AcquireCo would be in a position to enter into the Definitive Agreement with EEQ, the Transaction would need to be reviewed and approved by the boards of directors of Enbridge and AcquireCo. No approval or consent of Enbridge’s holders of Common Shares would be required for Enbridge to enter into or consummate the Transaction, including the issuance of Enbridge Common Shares in connection with the Transaction.

 

 

Enbridge Energy Management, L.L.C.

May 17, 2018

Page 3

 

3. Disclosure.

 

This morning prior to the opening of the NYSE, Enbridge intends to (i) publicly announce that it has made an offer to EEQ with respect to the Transaction, including disclosing the proposed share-for-share exchange ratio and other key commercial terms of this Non-Binding Offer, (ii) provide its views on the sustainability of the MLP structure, (iii) provide its views with respect to EEQ, and (iv) make related filings with various governmental authorities as required under applicable securities laws or regulations.

 

4. Legal Effect.

 

This Non-Binding Offer is not intended to, and does not, constitute or create any legally binding obligations or liabilities on the part of Enbridge or any of its affiliates. A binding obligation of Enbridge (or any of its affiliates) to effect the Transaction shall be created only upon the execution and delivery by Enbridge, AcquireCo and EEQ of a Definitive Agreement. Enbridge and its affiliates reserve their right to withdraw this Non-Binding Offer at any time, for any reason, at their sole discretion.

 

 

Enbridge Energy Management, L.L.C.

May 17, 2018

Page 4

 

After receipt of this offer and the convening of the special committee process with your advisors, if this Non-Binding Offer is acceptable to EEQ, Enbridge and its affiliates are prepared to begin negotiating the Definitive Agreement and any related agreements with EEQ in respect to the Transaction.

 

We look forward to receiving EEQ’s response to this Non-Binding Offer and stand prepared to discuss our analysis of the potential Transaction at EEQ’s convenience.

 

	Sincerely,
	ENBRIDGE INC.
	By:	/s/ Vern D. Yu
	Name:	Vern D. Yu
	Title:	Executive Vice President and Chief Development Officer