This Amendment No. 6 to Schedule 13D updates the information relating to the current beneficial owners
and amends Items 2, 4, 5 and 6 of the Schedule 13D filed by filed by Spectra Energy Corp (“
Spectra Energy
”), Spectra Energy Capital, LLC (“
SE Capital
”), Spectra Energy Transmission, LLC (“
SE
Transmission
”), Spectra Energy Southeast Supply Header, LLC (“
SESSH
”), Spectra Energy Partners GP, LLC (“
SEP GP LLC
”), Spectra Energy Partners (DE) GP, LP (“
SEP GP
”), Enbridge (U.S.) Inc.
(“
EUSI
”), Enbridge US Holdings Inc. (“
EUSHI
”) and Enbridge Inc. (“
Enbridge
” and, together with Spectra Energy, SE Capital, SE Transmission, SESSH, SEP GP LLC, SEP GP, EUSI, and EUSHI, the
“
Reporting Persons
”) with the Securities and Exchange Commission on March 9, 2017 (the “
Original Schedule 13D
”), as amended by Amendment No. 1 to the Original Schedule 13D, filed with the Securities and
Exchange Commission on November 2, 2017, Amendment No. 2 to the Original Schedule 13D, filed with the Securities and Exchange Commission on November 30, 2017, Amendment No. 3 to the Original Schedule 13D, filed with the
Securities and Exchange Commission on January 22, 2018, Amendment No. 4 to the Original Schedule 13D filed with the Securities and Exchange Commission on May 17, 2018, and Amendment No. 5 to the Original Schedule 13D filed with
the Securities and Exchange Commission on August 24, 2018.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by adding the following paragraph:
On December 17, 2018, following the consummation of, and as a result of, the Merger (as defined below), the executive officers and directors of the
Reporting Persons (collectively, the “Listed Persons”) ceased to beneficially own any SEP Common Units (as defined below) of the Issuer. To the Reporting Persons’ knowledge, none of the Listed Persons has been, during the last five
years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended by adding the following paragraph:
On December 17, 2018, Autumn Acquisition Sub, LLC, a Delaware limited liability
company and an indirect, wholly owned subsidiary of Enbridge (“Merger Sub”), merged with and into the Issuer, with the Issuer continuing as the surviving entity and an indirect, wholly owned subsidiary of Enbridge (the “Merger”)
pursuant to that certain Agreement and Plan of Merger, dated as of August 24, 2018 (the “Merger Agreement”), by and among the Issuer, SEP GP, Enbridge, EUSI, Merger Sub, and, solely for the purposes of Article I, Article II and
Article XI, EUSHI, Spectra Energy, SE Capital and SE Transmission.
As a result of the Merger, each common unit of the Issuer representing limited partner
interests in the Issuer (each, an “SEP Common Unit”) issued and outstanding immediately prior to the effective time of the Merger (excluding certain Excluded Units, as defined in the Merger Agreement) was converted into the right to
receive from Enbridge 1.111 common shares of Enbridge. As a result of the Merger, the Reporting Persons own all of the outstanding SEP Common Units.
The
SEP Common Units will be removed from listing and registration from the New York Stock Exchange.
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Item 5.
|
Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended by adding the following paragraph:
As a result of the Merger described in Item 4 (which Item 4 is incorporated herein by reference), the Reporting Persons own all of the outstanding SEP Common
Units. Because the registration of the SEP Common Units will be terminated, SEP Common Units held by Enbridge and its subsidiaries will no longer be subject to reporting under Section 13(d) of the Securities Exchange Act of 1934, as amended.
Consequently, this Amendment No. 6 to the Original Schedule 13D constitutes an exit filing for the Reporting Persons.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the
following paragraph:
The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.