Enbridge Inc. and Enbridge Income Fund Announce Proposal to Exchange Enbridge Income Fund Medium Term Notes for Newly-Issued Enbridge Inc. Medium Term Notes

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Nov 14, 2018, 13:30 ET

CALGARY, Nov. 14, 2018 /PRNewswire/ - Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge or the Company) and Enbridge Income Fund (the Fund) today announced that they are seeking the approval of the holders (Fund Noteholders) of certain series of the Fund's medium term notes referenced below (Fund Notes) to exchange Fund Notes for an equal principal amount of newly issued medium term notes of Enbridge (Enbridge Notes), having financial terms that are the same as the financial terms of the Fund Notes (the Note Exchange Transaction). The Enbridge Notes will be governed by the Enbridge medium term note trust indenture (Enbridge MTN Indenture) dated October 20, 1997, as amended and supplemented, which governs Enbridge's other senior Canadian dollar unsecured debt securities.

The Note Exchange Transaction follows the completion, on November 8, 2018, of the plan of arrangement (the Arrangement) between Enbridge and Enbridge Income Fund Holdings Inc. (ENF) pursuant to which Enbridge acquired all of the issued and outstanding ENF shares not already owned by Enbridge, resulting in ENF becoming a wholly-owned subsidiary of Enbridge. The Note Exchange Transaction is a natural follow on step that will further advance Enbridge's strategy to simplify and streamline its corporate funding structure and reduce structural subordination.

The Fund believes the Note Exchange Transaction will be beneficial to holders of the Fund Notes for a number of reasons:

Fund Noteholders will receive Enbridge Notes that will rank pari passu with Enbridge's other senior unsecured public debt securities and have the benefit of certain financial covenants not contained in the existing Fund Note trust indenture.
Enbridge, the largest energy infrastructure company in North America, is more diversified than the Fund, across business lines, energy basins and regulatory jurisdictions.
Enbridge provides superior financial strength with larger revenue and cash flow generated from its diversified portfolio of low risk infrastructure assets.
Enbridge's current credit ratings are better than those of the Fund.
Holders of Enbridge Notes may benefit from Enbridge's ongoing efforts to further strengthen its consolidated credit profile through deleveraging, simplification of its corporate funding structure and reduction of structural subordination.
Enbridge is one of the largest and most active debt issuers in Canada - Fund Noteholders will benefit from the enhanced trading liquidity associated with owning Enbridge Notes.

The Fund is soliciting consents and proxies from Fund Noteholders, as a single class, to pass an extraordinary resolution to approve the Note Exchange Transaction (the Note Exchange Resolution):

If Fund Noteholders representing not less than 66 2/3% of the principal amount of all outstanding Fund Notes deliver valid consents and proxies voting FOR the approval of the Note Exchange Resolution by the consent and proxy cut-off time, the Note Exchange Resolution will be passed and no meeting will be held (the Consent Solicitation).
If the Consent Solicitation threshold is not met, the Fund will hold a meeting of Fund Noteholders (the Meeting) on Monday, December 10, 2018 at noon (ET) to approve the Note Exchange Resolution, which requires 66 2/3% of the principal amount of outstanding Fund Notes present in person or by proxy at the Meeting to vote in favour of the Note Exchange Resolution. The quorum for the Meeting requires at least 25% of the principal amount of the outstanding Fund Notes to be present at the Meeting, in person or by proxy.

The following Fund Notes will be eligible to participate:

4.85% Medium Term Notes, Series 4 due November 12, 2020
4.10% Medium Term Notes, Series 6 due February 22, 2019
4.85% Medium Term Notes, Series 7 due February 22, 2022
3.94% Medium Term Notes, Series 10 due January 13, 2023
3.95% Medium Term Notes, Series 12 due November 19, 2024
4.87% Medium Term Notes, Series 13 due November 21, 2044

The Fund will mail a management information circular and consent solicitation statement (the Circular) and related proxy and consent solicitation materials to holders of Fund Notes in connection with the Consent Solicitation and Meeting. The Fund will file these materials today with the applicable Canadian securities regulatory authorities which will then be made available on SEDAR at www.sedar.com.

Fund Noteholders are asked to submit a proxy and consent solicitation form by noon (ET) on Wednesday, December 5, 2018 and all voting Fund Noteholders will receive a payment of $0.25 for each $1,000.00 principal amount of Fund Notes held if the Note Exchange Resolution is approved and the Note Exchange Transaction is completed, regardless of whether or not each Fund Noteholder consented and/or voted in favour of the Note Exchange Resolution.

Other Information
BMO Capital Markets is the Solicitation Agent for the transaction, AST Trust Company (Canada) is retained as the Tabulation Agent and D.F. King Canada is retained as the Information Agent.

Fund Noteholders with questions may contact the Information Agent by calling toll free in North America at 1-800-294-5107 (1-212-771-1133 by collect call) or by email at [email protected]. Copies of the Circular and any other proxy and consent solicitation materials may also be obtained free of charge upon request made to the Information Agent.

FORWARD-LOOKING STATEMENTS
Forward-looking information, or forward-looking statements, has been included in this news release to provide information about the Fund, including statements with respect to: the date and timing of the Meeting, the mailing of the Circular and related proxy and consent solicitation materials to Fund Noteholders, the approval by Fund Noteholders of the Note Exchange Resolution, the completion of the Note Exchange Transaction, the expected benefits of the Note Exchange Transaction to the Fund Noteholders, the terms of the Enbridge Notes to be issued to Fund Noteholders in exchange for their Fund Notes, and the payment to be made to Fund Noteholders who vote on the Note Exchange Resolution, if the Note Exchange Resolution is approved and the Note Exchange Transaction is completed. This information may not be appropriate for other purposes. Although the Fund believes these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual result, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the approval of the Note Exchange Resolution, the completion of the Note Exchange Transaction and the business and financial strength of Enbridge compared to that of the Fund.

The Fund's forward-looking statements are subject to risks and uncertainties pertaining to the approval of the Note Exchange Resolution and the completion of the Note Exchange Transaction. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and the Fund's future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by applicable law, the Fund assumes no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to the Fund or persons acting on the Fund's behalf, are expressly qualified in their entirety by these cautionary statements.

About Enbridge Inc.
Enbridge is North America's premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation. The Company safely delivers an average of 2.9 million barrels of crude oil each day through its Mainline and Express Pipeline; accounts for approximately 62% of U.S.-bound Canadian crude oil exports; and moves approximately 22% of all natural gas consumed in the U.S., serving key supply basins and demand markets. The Company's regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec, and New Brunswick. Enbridge also has interests in more than 1,700 MW of net renewable generating capacity in North America and Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past nine years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.

Life takes energy and Enbridge exists to fuel people's quality of life. For more information, visit www.enbridge.com.

About Enbridge Income Fund
The Fund is an unincorporated open-ended trust established by a trust indenture under the laws of the Province of Alberta. Through its indirect investment in Enbridge Income Partners LP (EIPLP), the Fund indirectly holds high quality, low risk energy infrastructure assets. EIPLP's assets consist of a portfolio of Canadian liquids transportation and storage assets, including the Canadian Mainline, the Regional Oil Sands System, the Canadian segment of the Southern Lights Pipeline, Class A units entitling the holder to receive defined cash flows from the U.S. segment of the Southern Lights Pipeline, and a 50% interest in the Alliance Pipeline, which transports natural gas from Canada to the U.S., and interests in more than 1,400 MW of renewable and alternative power generation assets. Further information about Enbridge Income Fund is available at www.enbridgeincomefund.com.

FOR FURTHER INFORMATION PLEASE CONTACT:

Media
Jesse Semko
Toll Free: (888) 992-0997
Email: [email protected]

Investment Community
Jonathan Gould
Toll Free: (800) 481-2804
Email: [email protected]

SOURCE Enbridge Inc.