0001127602-18-036931.txt : 20181219 0001127602-18-036931.hdr.sgml : 20181219 20181219205227 ACCESSION NUMBER: 0001127602-18-036931 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181217 FILED AS OF DATE: 20181219 DATE AS OF CHANGE: 20181219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORRIS MICHAEL G CENTRAL INDEX KEY: 0001192346 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33556 FILM NUMBER: 181244504 MAIL ADDRESS: STREET 1: AMERICAN ELECTRIC POWER STREET 2: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spectra Energy Partners, LP CENTRAL INDEX KEY: 0001394074 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 412232463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5400 WESTHEIMER COURT CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-627-5400 MAIL ADDRESS: STREET 1: 5400 WESTHEIMER COURT CITY: HOUSTON STATE: TX ZIP: 77056 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2018-12-17 0001394074 Spectra Energy Partners, LP SEP 0001192346 MORRIS MICHAEL G 5400 WESTHEIMER CT. HOUSTON TX 77056 1 Common Units 2018-12-17 4 D 0 18022 0 D 0 D On December 17, 2018, pursuant to the Agreement and Plan of Merger, dated as of August 24, 2018 (the "Merger Agreement"), by and among Spectra Energy Partners, LP ("SEP"), Spectra Energy Partners (DE) GP, LP, Enbridge Inc. ("Enbridge"), Enbridge (U.S.) Inc., Autumn Acquisition Sub, LLC ("Merger Sub"), and solely for the purposes of Articles I, II and XI, Enbridge US Holdings Inc., Spectra Energy Corp, Spectra Energy Capital, LLC and Spectra Energy Transmission, LLC, Merger Sub merged with and into SEP (the "Merger"), with SEP surviving the Merger as a wholly owned subsidiary of Enbridge. 2. Pursuant to the Merger Agreement, at the effective time of the Merger, each common unit representing limited partner interests in SEP (each, an "SEP Common Unit") issued and outstanding immediately prior to the effective time of the Merger, other than certain excluded SEP Common Units owned by Enbridge and its subsidiaries, was converted into, and became exchangeable for, 1.111 shares of Enbridge common stock. On December 14, 2018 (the last trading day prior to consummation of the Merger), the closing price of one share of Enbridge common stock was $31.95. Pursuant to the Merger Agreement, at the effective time of the Merger, each common unit representing limited partner interests in SEP (each, an "SEP Common Unit") issued and outstanding immediately prior to the effective time of the Merger, other than certain excluded SEP Common Units owned by Enbridge and its subsidiaries, was converted into, and became exchangeable for, 1.111 shares of Enbridge common stock. On December 14, 2018 (the last trading day prior to consummation of the Merger), the closing price of one share of Enbridge common stock was $31.95. /s/ Kelly Gray, attorney-in-fact 2018-12-19 EX-24 2 doc1.htm POWER OF ATTORNEY Michael G Morris POA

EXHIBIT 24

Spectra Energy Partners, Lp

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of Spectra Energy Partners, Lp, hereby constitutes and appoints each of Annachiara Jones, Kelly Gray and Allison McHenry, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Spectra Energy Partners, Lp (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Spectra Energy Partners, Lp unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 7th day of March, 2017
/s/ Michael G Morris
Michael G Morris