Canadian Energy Company Executes a Domestic Note Exchange & Consent Solicitation on its Canadian Dollar Bonds

Overview

Enbridge Inc. and its wholly owned subsidiary Enbridge Pipelines Inc. (EPI), a leading Canadian energy infrastructure company, launched a note exchange transaction and consent solicitation involving the holders of all outstanding series of EPI's medium term note debentures. EPI sought approval to exchange the EPI notes for an equal principal amount of newly issued medium term notes of Enbridge, carrying the same financial terms and to be governed by Enbridge's existing medium term note trust indenture.

The transaction was structured as a solicitation of consents and proxies from EPI noteholders, voting as a single class, to approve an extraordinary resolution authorizing the note exchange. The proposal was designed to give EPI greater operational flexibility, while delivering structural and capital markets benefits to EPI, Enbridge and the EPI noteholders.

Sodali & Co was engaged across two phases of the transaction:

Bondholder Identification

Ahead of launch, Sodali & Co was retained to conduct a bondholder identification exercise across the fourteen series of outstanding EPI notes. This initial phase gave the working group visibility into the underlying holder base, supporting the assessment of likely support for the Exchange and informing the broader engagement strategy ahead of the consent solicitation launch.

Information Agent

Sodali & Co acted as Information Agent for the transaction, working alongside BMO Capital Markets as Solicitation Agent and Computershare Investor Services as Tabulation Agent. Our work included:

• Reviewing the information circular and consent solicitation statement, with a focus on the operational mechanics.
• Coordinating the distribution of the solicitation materials to noteholders and their intermediaries
• Acting as the central information channel between Enbridge, BMO and noteholders across the consent and proxy process, to help ensure consistent messaging to EPI noteholders.
• Operating a dedicated toll-free and collect-call information line, together with a dedicated mailbox, to respond to EPI noteholder inquiries regarding the Exchange transaction and meeting.
• Proactively tracking exchange instructions submitted by EPI Noteholders ahead of their formal submission by intermediaries through the Canadian depositary, CDS, giving EPI and BMO real-time visibility into the evolving progress of the transaction throughout the solicitation.

Challenges and Outcome

As a wholly domestic transaction in the Canadian market, the exercise required coordinating a consent solicitation across fourteen series of EPI notes. A noteholder meeting would only be required if the written consent threshold was not met by the consent Deadline.

By the Consent Deadline, EPI received valid written consents from holders representing more than 75% of the aggregate principal amount of outstanding EPI notes, exceeding the required extraordinary resolution threshold. As a result, the noteholder meeting was cancelled, and the Exchange was completed shortly thereafter – a strong outcome for a fully domestic solicitation across Enbridge and EPI's Canadian dollar bondholder base.

This transaction reflects Sodali & Co's continued role in supporting Canadian issuers through complex, multi-series liability management exercises. Our combined Bondholder Identification and Information Agent capabilities, together with our local Canadian market presence and operational expertise, continue to differentiate our Debt Services offering in the Canadian market.