Enbridge in Buy-In Transaction
September 18, 2018
Cleary Gottlieb is representing Goldman Sachs as financial advisor to the special committee of the board of directors of Enbridge Energy Management LLC (EEQ) in connection with EEQ’s merger (the EEQ Merger) with its affiliate Enbridge Inc. (Enbridge).
Substantially concurrent with the entry into a definitive agreement governing the EEQ Merger, an affiliate of Enbridge also entered into a definitive agreement to merge with and into Enbridge Energy Partners LP (EEP), of which EEQ is a limited partner by virtue of its ownership of I-Units of EEP (the EEP Merger).
Both the EEQ Merger and the EEP Merger were announced on September 18, 2018. Under the terms of the definitive agreements governing the transactions, Enbridge will acquire all of the outstanding public Class A common units of EEP and all of the outstanding public listed shares of EEQ. The acquired equity of the combined transactions is valued at $3.5 billion based on the closing price of Enbridge’s common shares on the New York Stock Exchange on September 17, 2018.
The EEQ Merger has been approved by the board of directors of Enbridge and the board of directors of EEQ based on the recommendation of the special committee of the board of directors of EEQ. The consummation of the EEQ Merger is subject to approval of a majority of the outstanding listed shares of EEQ (other than the listed shares held by Enbridge and its affiliates) and conditioned on the consummation of the EEP Merger.