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 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
CUSIP No. 84756N109
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1.
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Spectra Energy Corp (
Spectra Energy
)
20-5413139
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
236,792,888
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
236,792,888
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
236,792,888
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12.
|
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
75.1%
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14.
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Type of Reporting Person (See
Instructions)
CO
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The number and percentage of common units representing limited partner interests (
Common Units
) of Spectra Energy Partners, LP (the
Issuer
) reported as beneficially owned by Spectra
Energy in this Schedule 13D consists of the following: 171,570,734 Common Units owned by SE Transmission; 8,701,329 Common Units owned by SESSH; and 56,520,825 Common Units owned by SEP GP. Each of SE Transmission, SESSH and SEP GP is an indirect,
wholly owned subsidiary of Spectra Energy.
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-2-
Schedule 13D
CUSIP No. 84756N109
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1.
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Spectra Energy Capital, LLC (
SE Capital
)
51-0282142
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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5.
|
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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7.
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Sole Voting Power
None
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8.
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Shared Voting Power
236,792,888
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9.
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Sole Dispositive Power
None
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10.
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Shared Dispositive Power
236,792,888
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
236,792,888
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12.
|
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
75.1%
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14.
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Type of Reporting Person (See
Instructions)
OO (Limited Liability Company)
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SE Capital is wholly owned by Spectra Energy and each of SE Transmission, SESSH and SEP GP is an indirect, wholly owned subsidiary of SE Capital. Therefore, SE Capital may be deemed to be the beneficial owner of
236,792,888 Common Units owned by SE Transmission, SESSH and SEP GP.
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-3-
Schedule 13D
CUSIP No. 84756N109
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1.
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Spectra Energy Transmission, LLC (
SE Transmission
)
76-0687370
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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7.
|
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Sole Voting Power
None
|
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8.
|
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Shared Voting Power
236,792,888
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9.
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Sole Dispositive Power
None
|
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10.
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Shared Dispositive Power
236,792,888
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
236,792,888
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12.
|
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
75.1%
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14.
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Type of Reporting Person (See
Instructions)
OO (Limited Liability Company)
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SE Transmission is wholly owned by SE Capital and indirectly wholly owned by Spectra Energy. The sole member of SESSH is SE Transmission. The sole holder of limited partnership interests in SEP GP is SE
Transmission and the sole holder of general partnership interests in SEP GP is SEP GP LLC. The sole member of SEP GP LLC is SE Transmission.
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Schedule 13D
CUSIP No. 84756N109
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1.
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Spectra Energy Southeast Supply Header, LLC (
SESSH
)
20-5248997
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
|
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SEC Use Only
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4.
|
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Source of Funds (See Instructions)
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
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Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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7.
|
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Sole Voting Power
None
|
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8.
|
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Shared Voting Power
8,701,329
|
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9.
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Sole Dispositive Power
None
|
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10.
|
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Shared Dispositive Power
8,701,329
|
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,701,329
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12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
2.8%
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14.
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Type of Reporting Person (See
Instructions)
OO (Limited Liability Company)
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SESSH is wholly owned by SE Transmission and indirectly wholly owned by Spectra Energy and SE Capital.
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-5-
Schedule 13D
CUSIP No. 84756N109
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1.
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Spectra Energy Partners GP, LLC (
SEP GP LLC
)
41-2232447
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
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SEC Use Only
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4.
|
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Source of Funds (See Instructions)
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6.
|
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Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
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7.
|
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Sole Voting Power
None
|
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8.
|
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Shared Voting Power
56,520,825
|
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9.
|
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Sole Dispositive Power
None
|
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10.
|
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Shared Dispositive Power
56,520,825
|
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
56,520,825
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12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
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Percent of Class Represented by Amount
in Row (11)
17.9%
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14.
|
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Type of Reporting Person (See
Instructions)
OO (Limited Liability Company)
|
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SEP GP LLC is wholly owned by SE Transmission, and indirectly wholly owned by Spectra Energy and SE Capital. As the General Partner of SEP GP, SEP GP LLC may be deemed to be the beneficial owner of 56,520,825 Common
Units owned by SEP GP.
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Schedule 13D
CUSIP No. 84756N109
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1.
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Spectra Energy Partners (DE) GP, LP (
SEP GP
)
41-2232456
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2.
|
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
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SEC Use Only
|
4.
|
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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
|
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7.
|
|
Sole Voting Power
None
|
|
8.
|
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Shared Voting Power
56,520,825
|
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9.
|
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Sole Dispositive Power
None
|
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10.
|
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Shared Dispositive Power
56,520,825
|
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
56,520,825
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12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
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Percent of Class Represented by Amount
in Row (11)
17.9%
|
14.
|
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Type of Reporting Person (See
Instructions)
PN (Limited Partnership)
|
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SEP GP is 99% owned by SE Transmission, 1% owned by Spectra Energy Partners GP, LLC (the General Partner of SEP GP), and indirectly wholly owned by Spectra Energy and SE Capital.
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-7-
Schedule 13D
CUSIP No. 84756N109
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1.
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Enbridge (U.S.) Inc. (
EUSI
)
41-1824246
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2.
|
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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
236,792,888*
|
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9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
236,792,888*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
236,792,888*
|
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
|
*
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Spectra Energy is wholly owned by EUSI. Therefore, EUSI may be deemed to be the beneficial owner of 236,792,888 Common Units that may be deemed to be beneficially owned by Spectra Energy.
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-8-
Schedule 13D
CUSIP No. 84756N109
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1.
|
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Enbridge US Holdings Inc. (
EUSHI
)
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
236,792,888**
|
|
9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
236,792,888**
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
236,792,888**
|
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
|
**
|
EUSI is wholly owned by EUSHI. Therefore, Spectra Energy is indirectly wholly owned by EUSHI and EUSHI may be deemed to be the beneficial owner of 236,792,888 Common Units that may be deemed to be beneficially owned by
Spectra Energy.
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-9-
Schedule 13D
CUSIP No. 84756N109
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1.
|
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Enbridge Inc. (
Enbridge
)
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
236,792,888***
|
|
9.
|
|
Sole Dispositive Power
None
|
|
10.
|
|
Shared Dispositive Power
236,792,888***
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
236,792,888***
|
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
|
***
|
EUSHI is wholly owned by Enbridge. Therefore, Spectra Energy is indirectly wholly owned by Enbridge and Enbridge may be deemed to be the beneficial owner of 236,792,888 Common Units that may be deemed owned to be
beneficially owned by Spectra Energy.
|
-10-
Item 1. Security and Issuer
This Schedule 13D is being filed with respect to the common units representing limited partner interests (
Common Units
) of
Spectra Energy Partners, LP, a Delaware limited partnership (the
Issuer
). The address of the principal executive offices of the Issuer is 5400 Westheimer Court, Houston, Texas 77056.
Item 2. Identity and Background
This Schedule 13D is filed jointly pursuant to Rule
13d-1(k)(1),
pursuant to a joint filing statement
(filed herewith), by:
|
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Enbridge Inc., a Canadian corporation (
Enbridge
);
|
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|
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Enbridge US Holdings Inc., a Canadian corporation (
EUSHI
);
|
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Enbridge (U.S.) Inc., a Delaware corporation (
EUSI
);
|
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|
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Spectra Energy Corp, a Delaware corporation (
Spectra Energy
);
|
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|
Spectra Energy Capital, LLC, a Delaware limited liability company (
SE Capital
);
|
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|
|
Spectra Energy Transmission, LLC, a Delaware limited liability company (
SE Transmission
);
|
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|
|
Spectra Energy Partners GP, LLC, a Delaware limited liability company (
SEP GP LLC
or the
General Partner
);
|
|
|
|
Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership (
SEP GP
); and
|
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|
|
Spectra Energy Southeast Supply Header, LLC, a Delaware limited liability company (
SESSH
, and collectively with Enbridge, EUSHI, EUSI, Spectra Energy, SE Capital, SE Transmission, SEP GP LLC and SEP
GP, the
Reporting Persons
).
|
All disclosures herein with respect to any Reporting Person are made only by
such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The address of the principal offices of each of Enbridge and EUSHI is 200, 425 1st Street S.W., Calgary, Alberta, Canada T2P 3L8. The
address of the principal office of EUSI is 1100 Louisiana St., Houston, Texas 77002. The address of the principal offices of the other Reporting Persons is 5400 Westheimer Court, Houston, Texas 77056.
Enbridge is an energy transportation, distribution and related services provider. Enbridges activities are carried out through five
business segments: Liquids Pipelines; Gas Distribution; Gas Pipelines and Processing; Green Power and Transmission; and Energy Services. Liquids Pipelines consists of common carrier and contract crude oil, natural gas liquids and refined products
pipelines and terminals in Canada and the United States. Gas Distribution consists of Enbridges natural gas utility operations. Gas Pipelines and Processing consists of investments in natural gas pipelines and gathering and processing
facilities. Green Power and Transmission consists of Enbridges investments in renewable energy assets and transmission facilities. The energy services businesses in Canada and the United States undertake physical commodity marketing activity
and logistical services, oversee refinery supply services and manage Enbridges volume commitments on Alliance Pipeline, Vector and other pipeline systems.
EUSHI is a holding company and a wholly owned subsidiary of Enbridge.
EUSI is a holding company and a wholly owned subsidiary of EUSHI.
Spectra Energy is an energy transportation, distribution and related services provider and a wholly owned subsidiary of EUSI. The information
contained in Item 3 is incorporated into this Item 2 by reference.
SE Capital is a management/holding company and a wholly owned
subsidiary of Spectra Energy.
SE Transmission is a holding company and a wholly owned subsidiary of SE Capital.
SESSH is a holding company/operator of Southeast Supply Header, LLC and a wholly owned subsidiary of SE Transmission.
SEP GP LLC is the general partner of SEP GP, which is the general partner of the Issuer. SE Transmission is the sole member of SEP GP LLC.
-11-
SEP GP is the general partner of the Issuer. The principal business of SEP GP is to act in such
purpose and acquire, hold and dispose of Common Units and related rights in the Issuer in connection therewith.
Information relating to
the directors and executive officers of the Reporting Persons is contained in Schedule 1 attached hereto and is incorporated herein by reference.
During the last five years, none of the Reporting Persons or, to the undersigneds knowledge, any of the persons listed on Schedule 1
hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons or, to the undersigneds knowledge, any of the persons listed on Schedule 1
hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount
of Funds or Other Consideration
On September 5, 2016, Spectra Energy entered into an Agreement and Plan of Merger (the
Merger Agreement
) with Enbridge and Sand Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Enbridge (
Merger Sub
).
On February 27, 2017, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the
applicable provisions of the Delaware General Corporation Law, Merger Sub merged with and into Spectra Energy (the
Merger
). At the effective time of the Merger (the
Effective Time
), the separate corporate
existence of Merger Sub ceased, and Spectra Energy continued its existence under Delaware law as the surviving corporation in the Merger and a direct wholly owned subsidiary of Enbridge. As a result of the Merger, each outstanding share of common
stock of Spectra Energy, par value $0.001 (other than shares owned directly by Spectra Energy, Enbridge or Merger Sub), was automatically converted into, and became exchangeable for, 0.984 of a validly issued, fully paid and
non-assessable
Enbridge common share.
Following the Effective Time, each outstanding share of common
stock of Spectra Energy was transferred by Enbridge to EUSHI, a wholly owned subsidiary of Enbridge, and then in turn transferred by EUSHI to EUSI, a wholly owned subsidiary of EUSHI. Accordingly, Spectra Energy is a wholly owned indirect subsidiary
of Enbridge.
As a result of the Merger and Spectra Energy becoming a wholly owned indirect subsidiary of Enbridge, Enbridge, through its
indirect ownership of SE Transmission, controls SEP GP LLC (the General Partner), the general partner of SEP GP, which is the general partner of the Issuer. Accordingly, Enbridge has the ability to appoint all of the directors of the Board of
Directors of the General Partner. SEP GP has neither a board of directors nor officers, and acts solely through its general partner, the General Partner.
In connection with the Merger, at the Effective Time, Dorothy M. Ables, Julie A. Dill, Gregory L. Ebel and Fred J. Fowler voluntarily resigned
as directors of the General Partner. Following the Effective Time, William T. Yardley, Nora Mead Brownell, and JD Woodward, III continued to serve as directors of the General Partner; Mr. Yardley assumed the role of Chairman and President of
the General Partner; and Michael G. Morris, Laura Buss Sayavedra, John K. Whelen and Vern D. Yu were appointed to the Board of Directors of the General Partner.
In connection with the Merger, at the Effective Time, the following officers of the General Partner voluntarily resigned from their respective
roles with the General Partner: Gregory L. Ebel resigned from his role as President and Chief Executive Officer; J. Patrick Reddy resigned from his role as Chief Financial Officer; and Reginald D. Hedgebeth resigned from his role as General
Counsel. Following the Effective Time, the following individuals were appointed as officers of the General Partner: Laura Buss Sayavedra was appointed Vice President of Sponsored Vehicles; Vern D. Yu was appointed Chief Development Officer;
Wanda M. Opheim was appointed Treasurer; Allen C. Capps was appointed Controller; and Patrick Hester was appointed Vice President, Law. As noted above, following the Effective Time, Mr. Yardley assumed the role of President.
Item 4. Purpose of Transaction
The
information contained in Item 3 is incorporated into this Item 4 by reference.
The Reporting Persons hold Common Units, as reported
herein for the purpose of investment and intend to review their investment in the Issuer on a continuing basis. In determining from time to time whether to dispose of Common Units reported as beneficially owned in this Schedule 13D (and in what
amounts), to retain such securities, or to acquire additional Common Units (and in what amounts), the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated
future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters and other opportunities available to the Reporting Persons. The Reporting Persons have no
present plan or proposal with respect to any action that would relate to or result in the occurrence of any of the matters enumerated under Item 4 of Schedule 13D, but may consider or alter their plans or proposals in respect of any of such
enumerated matters in the future and reserve the right to change their intention with respect to any or all of the matters required to be disclosed in this Item 4.
-12-
Item 5. Interest in Securities of the Issuer
(a) and (b)
|
Calculations of the percentage of Common Units beneficially owned are based upon the number of Common Units outstanding as of January 31, 2017, as disclosed in the Issuers Form
10-K
filed with the Securities and Exchange Commission on February 24, 2017.
|
The aggregate number and percentage of Common Units beneficially owned by each Reporting Person and, for each Reporting Person, the number of
Common Units as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows
7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof,
171,570,734 Common Units are directly owned by SE Transmission, 8,701,329 Common Units are directly owned by SESSH, and 56,520,825 Common Units are directly owned by SEP GP.
The sole member of SESSH is SE Transmission. The sole holder of limited partnership interests in SEP GP is SE Transmission and the sole
holder of general partnership interests in SEP GP is SEP GP LLC. The sole member of SEP GP LLC is SE Transmission. The sole member of SE Transmission is SE Capital. The sole member of SE Capital is Spectra Energy. Spectra Energy is wholly owned by
EUSI. EUSI is wholly owned by EUSHI. EUSHI is wholly owned by Enbridge.
The persons listed on Schedule 1 disclaim any beneficial
ownership of the Common Units held by the Reporting Persons. None of the persons listed on Schedule 1 shares voting or dispositive power over any Common Units held by any of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The information contained in Item 3 is incorporated into this Item 6 by reference.
The Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, dated as of October 30, 2015 (the
SEP LP Agreement
), provides that, subject to the terms of the SEP LP Agreement, SEP GP will conduct, direct and manage all activities of the Issuer and all management powers over the business and affairs of the Issuer shall be
exclusively vested in SEP GP.
The Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners (DE) GP, LP,
dated as of January 4, 2017 (the
SEP GP LP Agreement
), provides that, subject to the terms of the SEP GP LP Agreement, all powers to control and manage the business and affairs of SEP GP are vested exclusively in SEP GP LLC.
Effective December 31, 2015, the Fifth Amended and Restated Limited Liability Company Agreement of Spectra Energy Partners GP, LLC
(the
SEP GP LLC Agreement
) was adopted, executed and agreed to by SE Transmission, as the sole member of SEP GP LLC (the General Partner). SE Transmission assigned its interest in SEP GP LLC to Spectra Energy Southeast
Pipeline Corporation (
SESPC
) on August 1, 2013, and, effective as of that date, SESPC was admitted as the sole member of SEP GP LLC. SESPC assigned its interest in SEP GP LLC to SE Transmission, effective as of
December 31, 2015, and SE Transmission was admitted as the sole member of SEP GP LLC. As the sole member of SEP GP LLC, SE Transmission has the power to appoint and remove the members of the Board of Directors of SEP GP LLC, who, subject to the
terms of the SEP GP LLC Agreement, are vested with exclusive management authority over the business and affairs of SEP GP LLC. Accordingly, the Board of Directors of SEP GP LLC holds the power to control and manage the business and affairs of SEP
GP, which in turn holds all management power over the business and affairs of the Issuer. Such management power over the Issuer includes the authority to issue and purchase partnership interests, including Common Units, of the Issuer, and to take
various other actions regarding the securities of the Issuer (pursuant and subject to the terms of the SEP GP LLC Agreement).
Accordingly, as SE Transmission is an indirect wholly owned subsidiary of Enbridge, Enbridge (and certain of its subsidiaries) may be deemed
to control the issuance and purchase of partnership interests, including Common Units, of the Issuer, and have the ability to take various other actions regarding the securities of the Issuer.
-13-
Item 7. Material to Be Filed as Exhibits
|
(a)
|
Joint Filing Statement (filed herewith).
|
|
(b)
|
Agreement and Plan of Merger, among Spectra Energy Corp, Enbridge Inc. and Sand Merger Sub, Inc., dated as of September 5, 2016 (previously filed on Form
6-K
by Enbridge Inc.
on September 8, 2016).
|
|
(c)
|
Second Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners, LP, dated as of October 30, 2015 (previously filed as Exhibit 3.5 on Form
10-K
by
Spectra Energy Partners, LP on February 25, 2016).
|
|
(d)
|
Fifth Amended and Restated Limited Liability Company Agreement of Spectra Energy Partners GP, LLC, effective as of December 31, 2015 (previously filed as Exhibit 3.6 on Form
10-K
by Spectra Energy Partners, LP on February 25, 2016).
|
|
(e)
|
Third Amended and Restated Agreement of Limited Partnership of Spectra Energy Partners (DE) GP, LP, dated as of January 4, 2017 (previously filed as Exhibit 3.2 on Form
10-K
by Spectra Energy Partners, LP on February 24, 2017).
|
-14-
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: March 9, 2017
|
|
|
|
|
ENBRIDGE INC.
|
|
|
|
|
|
By:
|
|
/s/ Tyler W. Robinson
|
|
|
Name:
|
|
Tyler W. Robinson
|
|
|
Title:
|
|
Vice President & Corporate Secretary
|
|
|
|
|
|
By:
|
|
/s/ Colin Gruending
|
|
|
Name:
|
|
Colin Gruending
|
|
|
Title:
|
|
Vice President, Corporate Development & Investment Review
|
|
|
|
|
ENBRIDGE US HOLDINGS INC.
|
|
|
|
|
|
By:
|
|
/s/ Tyler W. Robinson
|
|
|
Name:
|
|
Tyler W. Robinson
|
|
|
Title:
|
|
Corporate Secretary
|
|
|
|
|
ENBRIDGE (U.S.) INC.
|
|
|
|
|
|
By:
|
|
/s/ Valorie J. Wanner
|
|
|
Name:
|
|
Valorie J. Wanner
|
|
|
Title:
|
|
Corporate Secretary
|
|
|
|
|
SPECTRA ENERGY CORP
|
|
|
|
|
|
By:
|
|
/s/ Tyler W. Robinson
|
|
|
Name:
|
|
Tyler W. Robinson
|
|
|
Title:
|
|
Vice President & Corporate Secretary
|
|
|
|
|
SPECTRA ENERGY CAPITAL, LLC
|
|
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
Title:
|
|
Assistant Corporate Secretary
|
|
|
|
|
SPECTRA ENERGY TRANSMISSION, LLC
|
|
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
Title:
|
|
Secretary
|
|
|
|
|
SPECTRA ENERGY SOUTHEAST SUPPLY HEADER, LLC
|
|
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
Title:
|
|
Secretary
|
|
|
|
|
SPECTRA ENERGY PARTNERS (DE) GP, LP
|
|
|
|
|
|
By:
|
|
Spectra Energy Partners GP, LLC
its general
partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
|
|
Title:
|
|
Assistant Corporate Secretary
|
|
|
-15-
|
|
|
|
|
|
SPECTRA ENERGY PARTNERS GP, LLC
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
Title:
|
|
Assistant Corporate Secretary
|
|
|
-16-
Exhibit A
JOINT FILING STATEMENT
Each of the
undersigned agrees that (i) the statement of Schedule 13D relating to the Common Units representing limited partner interests of Spectra Energy Partners, LP has been adopted and filed on behalf of each of them, (ii) all future amendments
to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, (iii) the provisions of Rule
13d-1(k)(1)
under
the Securities Exchange Act of 1934, as amended, apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such
person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
|
|
|
|
|
ENBRIDGE INC.
|
|
|
|
|
|
By:
|
|
/s/ Tyler W. Robinson
|
|
|
Name:
|
|
Tyler W. Robinson
|
|
|
Title:
|
|
Vice President & Corporate Secretary
|
|
|
|
|
|
By:
|
|
/s/ Colin Gruending
|
|
|
Name:
|
|
Colin Gruending
|
|
|
Title:
|
|
Vice President, Corporate Development & Investment Review
|
|
|
|
|
ENBRIDGE US HOLDINGS INC.
|
|
|
|
|
|
By:
|
|
/s/ Tyler W. Robinson
|
|
|
Name:
|
|
Tyler W. Robinson
|
|
|
Title:
|
|
Corporate Secretary
|
|
|
|
|
ENBRIDGE (U.S.) INC.
|
|
|
|
|
|
By:
|
|
/s/ Valorie J. Wanner
|
|
|
Name:
|
|
Valorie J. Wanner
|
|
|
Title:
|
|
Corporate Secretary
|
|
|
|
|
SPECTRA ENERGY CORP
|
|
|
|
|
|
By:
|
|
/s/ Tyler W. Robinson
|
|
|
Name:
|
|
Tyler W. Robinson
|
|
|
Title:
|
|
Vice President & Corporate Secretary
|
|
|
|
|
SPECTRA ENERGY CAPITAL, LLC
|
|
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
Title:
|
|
Assistant Corporate Secretary
|
|
|
|
|
SPECTRA ENERGY TRANSMISSION, LLC
|
|
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
Title:
|
|
Secretary
|
|
|
|
|
SPECTRA ENERGY SOUTHEAST SUPPLY HEADER, LLC
|
|
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
Title:
|
|
Secretary
|
|
|
-17-
|
|
|
|
|
|
|
SPECTRA ENERGY PARTNERS (DE) GP, LP
|
|
|
|
|
|
By:
|
|
Spectra Energy Partners GP, LLC
its general
partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
|
|
Title:
|
|
Assistant Corporate Secretary
|
|
|
|
|
|
|
|
|
SPECTRA ENERGY PARTNERS GP, LLC
|
|
|
|
By:
|
|
/s/ Annachiara Jones
|
|
|
Name:
|
|
Annachiara Jones
|
|
|
Title:
|
|
Assistant Corporate Secretary
|
|
|
-18-
Schedule 1
INFORMATION CONCERNING THE DIRECTORS, MANAGERS AND
EXECUTIVE OFFICERS OF THE REPORTING PERSONS
Set forth below are the name, citizenship and the present principal occupation and/or employment of each director, manager and executive officer of the
Reporting Persons. The business address for each individual listed below is c/o Enbridge Inc. 200, 4251
st
Street S.W., Calgary, Alberta, Canada T2P 3L8.
|
|
|
|
|
|
|
|
|
Name
|
|
Citizenship
|
|
Present Principal Occupation
and Position
|
|
Number of
Common
Units
Beneficially
Owned
|
|
P. L. CARTER
|
|
U.S.
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
909
|
|
C. P. CAZALOT, JR.
|
|
U.S.
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
|
|
M. R. COUTU
|
|
Canada
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
|
|
G. L. EBEL
|
|
U.S.
|
|
Chairman of the Board of Directors of Enbridge Inc.
|
|
|
22,295
|
|
J. H. ENGLAND
|
|
Canada
|
|
Director, Enbridge Inc.; Chair & Chief Executive Officer, Stahlman-England Irrigation Inc.
(Contracting Company), 2063 Trade Center Way, Naples, FL 34109
|
|
|
|
|
C. W. FISCHER
|
|
Canada
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
|
|
V. M. KEMPSTON DARKES
|
|
Canada
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
|
|
M. McSHANE
|
|
U.S.
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
|
|
A. MONACO
|
|
Canada
|
|
Director, Enbridge Inc.; President & Chief Executive Officer, Enbridge Inc.
|
|
|
|
|
R. B. ROBERTS
|
|
U.S.
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
|
|
M. E.J. PHELPS
|
|
Canada
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
|
|
D. C. TUTCHER
|
|
U.S.
|
|
Director, Enbridge Inc.; Principal, Center Coast Capital Advisors L.P. (Investment Advisory Firm),
1100 Louisiana Street, Suite 4550, Houston, TX 77002
|
|
|
|
|
C. L. WILLIAMS
|
|
Canada
|
|
Director, Enbridge Inc.; Corporate Director
|
|
|
|
|
C. L. HANSEN
|
|
Canada
|
|
Executive Vice President, Utilities & Power Operations, Enbridge Inc.
|
|
|
|
|
D. G. JARVIS
|
|
Canada
|
|
Executive Vice President & President, Liquids Pipelines, Enbridge Inc.
|
|
|
|
|
B. C. NEILES
|
|
Canada
|
|
Executive Vice President, Corporate Services, Enbridge Inc.
|
|
|
|
|
K. L. RADFORD
|
|
Canada
|
|
Executive Vice President & Chief Transformation Officer, Enbridge Inc.
|
|
|
|
|
R. R. ROONEY
|
|
Canada
|
|
Executive Vice President & Chief Legal Officer, Enbridge Inc.
|
|
|
|
|
J. K. WHELEN
|
|
Canada
|
|
Executive Vice President & Chief Financial Officer, Enbridge Inc.
|
|
|
|
|
V. D. YU
|
|
Canada
|
|
Executive Vice President & Chief Development Officer, Enbridge Inc.
|
|
|
|
|
W. T. YARDLEY
|
|
U.S.
|
|
Executive Vice President & President, Gas Transmission & Midstream, Enbridge Inc.
|
|
|
540
|
|
S.J. NEYLAND
|
|
U.S.
|
|
Director, Enbridge (U.S.) Inc.; Vice President, Finance, Enbridge (U.S.) Inc.
|
|
|
|
|
B. F. SHAMLA
|
|
U.S.
|
|
Director, Enbridge (U.S.) Inc.; Vice President, U.S. Operations, Enbridge Pipelines Inc.
|
|
|
|
|
C.G. HARPER
|
|
U.S.
|
|
President, Enbridge (U.S.) Inc.
|
|
|
10,451
|
|
N. S. KAISSI
|
|
U.S.
|
|
Controller, Enbridge (U.S.) Inc.
|
|
|
|
|
N. M. BROWNELL
|
|
U.S.
|
|
Director, Spectra Energy Partners, GP, LLC
|
|
|
25,276
|
|
M. G. MORRIS
|
|
U.S.
|
|
Director, Spectra Energy Partners, GP, LLC
|
|
|
|
|
L.B. SAYAVEDRA
|
|
U.S.
|
|
Director, Spectra Energy Partners, GP, LLC; Vice-President, Sponsored Vehicles, Enbridge
Inc.
|
|
|
4,411
|
|
J. D. WOODWARD III
|
|
U.S.
|
|
Director, Spectra Energy Partners, GP, LLC
|
|
|
44,999
|
|
P.J. HESTER
|
|
U.S.
|
|
Vice President, Law, Spectra Energy Partners GP, LLC
|
|
|
|
|
W.M. OPHEIM
|
|
Canada
|
|
Treasurer, Spectra Energy Partners, GP, LLC; Senior Vice President, Treasury, Enbridge
Inc.
|
|
|
|
|
J. A. DRAKE
|
|
U.S.
|
|
Manager, Spectra Energy Transmission, LLC
|
|
|
|
|
-19-