|Delayed - 08/13 01:04:15 pm|
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
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
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
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.
were offered pursuant to the Corporation's Registration Statement on Form S-3
filed with the
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
· Underwriting Agreement, dated
underwriters party thereto.
· Seventh Supplemental Indenture to the Indenture between the Corporation and
· Form of Global Note representing the Notes.
· Opinion of
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.
Underwriting Agreement, dated
1.1 Corporation and the underwriters party thereto.
3.1 Certificate and Articles of Amendment, dated
4.1 Seventh Supplemental Indenture to the Indenture between the
Form of Global Note representing the Notes (included in Exhibit
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
Consent of McCarthy Tétrault LLP (included in Exhibit 5.2
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