Status Update: Clearance

Acquirer: Enbridge Inc. (Canada)

Acquired: Spectra Energy Corp. (U.S.)

Value: Approx. US$28 billion

Industry: Energy; Regulated Utilities

UPDATE: On December 21, 2016, Spectra Energy Corp announced the parties received notice from the Committee on Foreign Investment in the United States (CFIUS) “that it has concluded its review of the proposed combination of the Company and Enbridge and determined that there are no unresolved national security concerns with respect to the proposed combination.”  (Spectra Energy, Form 8-K, Dec. 21, 2016, SEC Filing.)

Updated on December 20, 2016

Status: Review

According to a recent regulatory filing, “[o]n October 11, 2016, Spectra Energy and Enbridge submitted a draft joint voluntary notice with the Committee on Foreign Investment in the United States (CFIUS). On November 2, 2016, Spectra Energy and Enbridge submitted the final joint voluntary notice with CFIUS. Spectra Energy and Enbridge are awaiting confirmation from CFIUS that it has accepted the parties’ joint voluntary notice.”  (Enbridge Inc., Amendment No. 3 to Form F-4, Nov. 14, 2016, SEC Filing.)   On September 5, a merger agreement was executed between Spectra Energy Corp., a Delaware corporation, Enbridge Inc., a Canadian corporation, and Sand Merger Sub, Inc., a Delaware corporation, and a direct wholly owned subsidiary of Enbridge, whereby Spectra will merge with Sand Merger Sub, becoming wholly owned by Enbridge.

On November 21, 2016, CFIUS accepted the joint voluntary notice by Spectra Energy and Enbridge and began its 30-day review period, which will conclude no later than December 20, 2016, unless the review period is extended by CFIUS.” (Spectra Press Release, Form 8-K, Ex-99.1, Dec. 15, 2016, SEC Filing.)

Posted on September 15, 2016

Status: Upcoming/New Filing

According to Spectra Energy Corp.’s 8-K SEC filing, an Agreement and Plan of Merger (“Agreement”) was executed as of September 5, 2016, between Spectra Energy Corp., a Delaware corporation, Enbridge Inc., a Canadian corporation, and Sand Merger Sub, Inc., a Delaware corporation, and a direct wholly owned Subsidiary of Enbridge, whereby Spectra will merger with Sand Merger Sub, becoming wholly owned by Enbridge.  The filing states that a voluntary notification to CFIUS is required under the Agreement.  Enbridge is an Calgary-based pipeline operator and Spectra Energy is a Houston-based pipeline company operating in North America with a focus on natural gas pipelines (see Wall Street Journal article here).  The deal is valued at approximately US$28 billion and is stated to “bring[] together two highly complementary platforms to create North America’s largest energy infrastructure company.”