ENBRIDGE INC.

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ENBRIDGE INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

07/08/2020 | 04:25pm

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.



On July 6, 2020, Enbridge Inc. (the "Corporation") filed Articles of Amendment
with the Director under the Canada Business Corporations Act (the "CBCA")
amending its articles to create a new series of Preference Shares of the
Corporation designated as Preference Shares, Series 2020-A (the "Conversion
Preference Shares"). The Conversion Preference Shares are issuable upon the
automatic conversion of the $1,000,000,000 aggregate principal amount of the
Corporation's 5.750% Fixed-to-Fixed Rate Subordinated Notes Series 2020-A due
2080 (the "Notes"). The Conversion Preference Shares will be entitled to receive
cumulative preferential cash dividends, if, as and when declared by the board of
directors of the Corporation, subject to the CBCA, at the same rate as the
interest rate that would have accrued on the Notes (had the Notes remained
outstanding), payable on each semi-annual dividend payment date, subject to any
applicable withholding tax.



The foregoing description of the Corporation's Articles of Amendment is
qualified in all respects by reference to the text of the Certificate of
Amendment issued by the Director under the CBCA on July 6, 2020 and the Articles
of Amendment attached thereto, which are filed as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated by reference herein.





Item 8.01 Other Events.




On July 8, 2020, the Corporation completed the offering of the Notes. The Notes
were offered pursuant to the Corporation's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on May 17, 2019 (Reg. No.
333-231553) (the "Registration Statement"). The following documents relating to
the sale of the Notes are filed as exhibits to this Current Report on Form 8-K
and are incorporated by reference into this Item 8.01 and the Registration
Statement:






· Underwriting Agreement, dated July 6, 2020, between the Corporation and the
underwriters party thereto.
· Seventh Supplemental Indenture to the Indenture between the Corporation and
Deutsche Bank Trust Company Americas, dated July 8, 2020.
· Form of Global Note representing the Notes.
· Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to
the validity of the Notes.
· Opinion of McCarthy Tétrault LLP, Canadian counsel for the Corporation, as to
the validity of the Notes and the Conversion Preference Shares.



Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number Description

Underwriting Agreement, dated July 6, 2020, between the
1.1 Corporation and the underwriters party thereto.
3.1 Certificate and Articles of Amendment, dated July 6, 2020.
4.1 Seventh Supplemental Indenture to the Indenture between the
Corporation and Deutsche Bank Trust Company Americas, dated July 8,
2020
.
Form of Global Note representing the Notes (included in Exhibit
4.2 4.1).
Opinion of Sullivan & Cromwell LLP, U.S. counsel for the
5.1 Corporation, as to the validity of the Notes.
5.2 Opinion of McCarthy Tétrault LLP, Canadian counsel for the
Corporation, as to the validity of the Notes and the Conversion
Preference Shares.
Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1
23.1 above).
Consent of McCarthy Tétrault LLP (included in Exhibit 5.2
23.2 above).
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).

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