Enbridge Inc. (TSX:ENB) (NYSE:ENB) (Enbridge) and its wholly owned subsidiary Enbridge Pipelines Inc. (EPI) today announced that they are seeking the approval of the holders (EPI Noteholders) of all outstanding series of EPI's medium term note debentures listed below (EPI Notes) to exchange all outstanding EPI Notes for an equal principal amount of newly issued medium term notes of Enbridge (Enbridge Notes), having financial terms that are the same as the financial terms of the EPI Notes (the Note Exchange Transaction). The Enbridge Notes will be governed by Enbridge's existing medium term note trust indenture dated as of October 20, 1997, as amended and supplemented, which governs Enbridge's other senior Canadian dollar unsecured debt securities.
The Note Exchange Transaction is being proposed to give EPI flexibility to operate its business , while also delivering a range of operational, structural and capital markets benefits to EPI, Enbridge and the EPI Noteholders. Please see EPI's management information circular and consent solicitation statement dated May 25, 2026 (the Circular) for additional information regarding the Note Exchange Transaction, including the rationale for the Note Exchange Transaction.
EPI is soliciting consents and proxies from EPI Noteholders, as a single class, to pass an extraordinary resolution to approve the Note Exchange Transaction (the Note Exchange Resolution).
The deadline for the submission of written consents is 5:00 p.m. (Toronto time) on June 10, 2026, unless extended by EPI in its sole discretion (the Consent Deadline).
The deadline for deposit of proxies for the Meeting (as defined below), if held, is 12:00 p.m. (Toronto time) on June 23, 2026, unless the Meeting is adjourned or postponed (the Proxy Deadline).
If EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes deliver valid written consents in favor of the Note Exchange Resolution by the Consent Deadline, the Note Exchange Resolution will be passed by written consent and the meeting of EPI Noteholders scheduled for 10:00 a.m. (Calgary time) / 12:00 p.m. (Toronto time) on June 25, 2026, to be held in Calgary, Alberta, to approve the Note Exchange Resolution (the Meeting) will be cancelled.
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