Enbridge Inc S-3ASR, filed Jul 29, 2022

Enbridge Inc S-3ASR, filed Jul 29, 2022

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Enbridge Inc (ENB)

S-3ASR 2022-07-29

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Added on October 24, 2026

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Exact Name of Co-Registrant as Specified in its Charter	I.R.S. Employer Identification No.	State or Other Jurisdiction of Incorporation or Organization	Address, including ZIP Code, and Telephone Number, including Area Code of Co- Registrant’s Principal Executive Office	Name, Address, including Zip Code, and Telephone Number, including Area Code, of each Co-Registrant’s Agent for Service
Spectra Energy Partners, LP	41-2232463	Delaware	5400 Westheimer Court Houston, Texas 77056 (713) 627-5400	Kelly L. Gray Corporate Secretary Spectra Energy Partners GP, LLC 5400 Westheimer Court Houston, Texas 77056 (713) 627-5400
Enbridge Energy Partners, L.P.	39-1715850	Delaware	5400 Westheimer Court Houston, Texas 77056 (713) 627-5400	Kelly L. Gray Corporate Secretary Enbridge Energy Company, Inc. 5400 Westheimer Court Houston, Texas 77056 (713) 627-5400


	Page
About this Prospectus		1
Note Regarding Forward-Looking Statements		2
Where You Can Find More Information		4
Incorporation by Reference		5
The Corporation		6
Risk Factors		7
Use of Proceeds		8
Description of Debt Securities and Guarantees		9
Description of Share Capital		13
Material Income Tax Considerations		15
Plan of Distribution		16
Enforcement of Civil Liabilities		17
Validity of Securities		18
Experts		19


	Amount to be paid
SEC registration fee	$	⁽¹⁾
Trustees’ fees and expenses		⁽²⁾
Printing expenses		⁽²⁾
Legal fees and expenses		⁽²⁾
Accountants’ fees and expenses		⁽²⁾
Miscellaneous		⁽²⁾
Total	$	⁽²⁾


Exhibit Number		Description of Exhibit
1.1±		Underwriting Agreement

4.1		Trust Indenture between the Registrant and Deutsche Bank Trust Company Americas, dated February 25, 2005, incorporated by reference to the Registrant’s Registration Statement on Form F-10 (Registration No. 333-189157), filed with the Commission on June 7, 2013 (Exhibit 7.1).

4.2		First Supplemental Indenture to the Indenture between the Registrant and Deutsche Bank Trust Company Americas, dated March 1, 2012, incorporated by reference to the Registrant’s Registration Statement on Form F-10 (Registration No. 333-181333), filed with the Commission on May 11, 2012 (Exhibit 7.3).

4.3		Second Supplemental Indenture to the Indenture between the Registrant and Deutsche Bank Trust Company Americas, dated December 19, 2016, incorporated by reference to the Registrant’s Report on Form 6-K, as filed with the Commission on December 21, 2016 (Acc-no: 000110465916163074).

4.4		Third Supplemental Indenture to the Indenture between the Registrant and Deutsche Bank Trust Company Americas, dated July 14, 2017, incorporated by reference to the Registrant’s Report on Form 6-K, as filed with the Commission on July 14, 2017 (Acc-no: 000110465917044936).

4.5		Fourth Supplemental Indenture to the Indenture between the Registrant and Deutsche Bank Trust Company Americas, dated March 1, 2018, incorporated by reference to the Registrant’s Report on Form 8-K, as filed with the Commission on March 1, 2018 (Acc-no: 000110465918014115).

4.6		Fifth Supplemental Indenture to the Indenture between the Registrant and Deutsche Bank Trust Company Americas, dated April 12, 2018, incorporated by reference to the Registrant’s Report on Form 8-K, as filed with the Commission on April 12, 2018 (Acc-no: 000110465918023655).

4.7		Sixth Supplemental Indenture to the Indenture between the Registrant, Spectra Energy Partners, LP, Enbridge Energy Partners, L.P. and Deutsche Bank Trust Company Americas, dated May 13, 2019, incorporated by reference to the Registrant’s Report on Form S-3, as filed with the Commission on May 17, 2019 (Acc-no: 000110465919030063)

4.8		Seventh Supplemental Indenture to the Indenture between the Registrant and Deutsche Bank Trust Company Americas, dated July 8, 2020, incorporated by reference to the Registrant’s Report on Form 8-K, as filed with the Commission on July 8, 2020 (Acc-no: 000110465920082081).

4.9		Eighth Supplemental Indenture to the Indenture between the Registrant and Deutsche Bank Trust Company Americas, dated June 28, 2021, incorporated by reference to the Registrant’s Report on Form 8-K, as filed with the Commission on June 28, 2021 (Acc-no: 000110465921086340).

4.10		Shareholder Rights Plan Agreement between the Registrant and Computershare Trust Company of Canada, dated November 9, 1995 and Amended and Restated as of May 5, 2020, incorporated by reference to the Registrant’s Report on Form 8-K, as filed with the Commission on May 6, 2020 (Acc-no: 000110465920057434).

5.1*		Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to the validity of the securities.

5.2*		Opinion of McCarthy Tétrault LLP, Canadian counsel for the Registrant, as to the validity of the securities.

22.1		Subsidiary Guarantors, incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, as filed with the Commission on July 29, 2022 (Acc-no: 000089572822000011).

23.1*		Consent of PricewaterhouseCoopers LLP.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


Exhibit Number		Description of Exhibit

23.2*		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above).

23.3*		Consent of McCarthy Tétrault LLP (included in Exhibit 5.2 above).

24.1*		Power of Attorney for Enbridge Inc. (included on the signature page hereto).

24.2*		Power of Attorney for Spectra Energy Partners, LP (included on the signature page hereto).

24.3*		Power of Attorney for Enbridge Energy Partners, L.P. (included on the signature page hereto).

25.1*		Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.1.

107*		Filing Fee Table.


SPECTRA ENERGY PARTNERS, LP

By:		Spectra Energy Partners (DE) GP, LP, its
		general partner

By:		Spectra Energy Partners GP, LLC, its
		general partner


ENBRIDGE ENERGY PARTNERS, L.P.

By:		Enbridge Energy Company, Inc., its
		general partner


NEW YORK		13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification no.)

1 COLUMBUS CIRCLE NEW YORK, NEW YORK		10019
(Address of principal executive offices)		(Zip Code)


canada		98-0377957
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200, 425-1ST STREET S.W. CALGARY, ALBERTA CANADA		T2P 3L8
(Address of principal executive offices)		(Zip code)


		Name		Address
		Federal Reserve Bank (2nd District)		New York, NY
		Federal Deposit Insurance Corporation		Washington, D.C.
		New York State Banking Department		Albany, NY


		Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

		Exhibit 2 -		Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

		Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.

		Exhibit 4 -		A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated March 29, 2021.


		Exhibit 5 -		Not applicable.

		Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

		Exhibit 7 -		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

		Exhibit 8 -		Not Applicable.

		Exhibit 9 -		Not Applicable.


		Board of Governors of the Federal Reserve System		OMB Number 7100-0036
		Federal Deposit Insurance Corporation		OMB Number 3064-0052
		Office of the Comptroller of the Currency		OMB Number 1557-0081
				Approval expires December 31, 2024
				Page 1 of 87


		Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041


DEUTSCHE BANK TRUST COMPANY AMERICAS
Legal Title of Bank (RSSD 9017)

New York
City (RSSD 9130)

NY		10019
State Abbreviation (RSSD 9200)		Zip Code (RSSD 9220)

Legal Entity Identifier (LEI)
8EWQ2UQKS07AKK8ANH81
(Report only if your institution already has an LEI.) (RCON 9224)


	Dollar Amounts in Thousands	RCON		Amount
Liabilities—continued
20. Other liabilities (from Schedule RC-G)			2930		2,058,000		20.
21. Total liabilities (sum of items 13 through 20)			2948		33,438,000		21.
22. Not applicable
Equity Capital
Bank Equity Capital
23. Perpetual preferred stock and related surplus			3838		0		23.
24. Common stock			3230		2,127,000		24.
25. Surplus (exclude all surplus related to preferred stock)			3839		942,000		25.
26. a. Retained earnings			3632		6,241,000		26.a.
b. Accumulated other comprehensive income ⁽¹⁾			B530		(30,000	)	26.b.
c. Other equity capital components ⁽²⁾			A130		0		26.c.
27. a. Total bank equity capital (sum of items 23 through 26.c)			3210		9,280,000		27.a.
b. Noncontrolling (minority) interests in consolidated subsidiaries			3000		0		27.b.
28. Total equity capital (sum of items 27.a and 27.b)			G105		9,280,000		28.
29. Total liabilities and equity capital (sum of items 21 and 28)			3300		42,718,000		29.


	RCON	Number
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2021	6724	2a	M.1.


To be reported with the March Report of Condition.	RCON	Date
2. Bank’s fiscal year-end date (report the date in MMDD format)	8678	1231	M.2.


DEUTSCHE BANK TRUST COMPANY AMERICAS

		/s/ Jacqueline Bartnick
By:		Name: Jacqueline Bartnick
		Title: Director