ENBRIDGE ENERGY MANAGEMENT L L C company history: the story so far

History

A listed vehicle whose only asset was a stake in Enbridge Energy Partners, it raised money in 2013 to fund that stake and was bought out by Enbridge in December 2018.

2002-2013: A listing and two share sales

Enbridge Energy Management, L.L.C. was cleared by the New York Stock Exchange to list its securities on 7 October 2002. Its sole asset was an interest in Enbridge Energy Partners, held through units called i-units. The record then goes quiet for a decade, though the share count rose from 35,285,418 at the end of 2010 to 41,198,420 at the end of 2012.

In 2013 the company raised money twice, each time to buy more i-units in Partners. In February it agreed to sell up to 10,350,000 Listed Shares, including an underwriters' option. Nine million shares were priced for gross proceeds of about $245.6 million. Partners planned to use the money to repay commercial paper (short-term borrowing) and fund expansion. The company described its stake in Partners as about 13 percent.

In September it repeated the pattern, agreeing to sell up to 9,000,000 shares. Eight million were priced for about $232 million. The stake was then described as about 17 percent. Both sales diluted existing holders, and shares on issue rose from 41,198,420 at the end of 2012 to 62,580,105 at the end of 2013.

2014-2018: The Enbridge buyout

The beats show nothing more until 2018, though the share count kept climbing, reaching 98,611,093 by the end of 2018.

On 17 September 2018 the company agreed to be acquired by Enbridge Inc. Each Listed Share not already owned by Enbridge and its subsidiaries would become 0.335 Enbridge common shares. The deal depended on a majority vote of public holders and on Partners merging into an Enbridge entity at the same time. The special committee and the board both recommended a yes vote. A proxy statement dated 9 November set a special meeting for 17 December. On 8 November, Listed Shares had closed at US$10.76 and Enbridge shares at US$32.90.

Shareholders voted on 17 December, and the deal closed on 20 December 2018. Public holders received 0.335 Enbridge common share per Listed Share, and Enbridge issued 30,134,904 shares as consideration. The Partners merger closed the same day. The shares stopped trading on the NYSE, all seven directors resigned, and the company became a direct wholly owned subsidiary of Enbridge. On 31 December 2018 it terminated the registration of its securities, ending its reporting obligations.

Written from the 8 story beats below (2002 to 31 Dec 2018), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

201898.6m shares · US$1.04bn market cap

31 Dec
ENBRIDGE ENERGY MANAGEMENT L L C terminated the registration of a class of securities, ending its reporting obligation for them.
listing compliance notice
98.6m shUS$1.04bn
20 Dec
Enbridge Inc. completed its acquisition of the company on December 20, 2018, following the shareholder vote on December 17. Each public Listed Share was converted into the right to receive 0.335 Enbridge common share. The shares stopped trading on the NYSE before the open that day and the company intends to file a Form 15 to end its reporting obligations. All seven directors (Connelly, Westbrook, Waldheim, Bird, England, Maki, Whelen) resigned, and the company is now a direct wholly owned subsidiary of Enbridge. The Enbridge Energy Partners merger also closed the same day, satisfying the condition in the September 2018 agreement. The share count of Enbridge shares issued was left blank in this filing and corrected in the next one.
business combination
98.6m shUS$1.04bn
20 Dec
ENBRIDGE ENERGY MANAGEMENT L L C's exchange filed to remove a class of its securities from listing.
listing compliance notice
98.6m shUS$1.04bn
9 Nov
The definitive proxy statement dated November 9, 2018 asks shareholders to vote at a special meeting on December 17, 2018 on the Enbridge merger at 0.335 Enbridge share per Listed Share, along with a waiver and amendment of the company's LLC agreement and two proposals on how to vote its Partners i-units in the Enbridge Energy Partners merger. Both the special committee and the board recommend voting for. Listed Shares last closed at US$10.76 and Enbridge shares at US$32.90 on November 8, 2018. The completion of the merger is conditioned on the Partners merger completing. This continues the September 2018 merger agreement; the vote is still pending.
business combination
98.6m shUS$1.05bn
19 Sept
On September 17, 2018 the company agreed to be acquired by Enbridge Inc.: each Listed Share not already owned by Enbridge and its subsidiaries would be converted into 0.335 Enbridge common shares, leaving the company a wholly owned subsidiary of Enbridge. The deal needs a majority vote of public holders and the simultaneous merger of Enbridge Energy Partners into an Enbridge entity, plus listing approvals, antitrust clearance and an effective Form S-4. Either side can terminate if it is not completed by March 18, 2019. This ends the long-running structure where the company's sole business was its Partners stake, if it completes. It is not yet completed.
business combination
95.5m shUS$1.04bn

201353.2m shares · US$1.09bn market cap

12 Sept
On September 9, 2013 the company agreed to sell up to 9,000,000 Listed Shares (including a 1,000,000-share underwriters' option) in another public offering; eight million shares were priced for gross proceeds of about $232 million. Proceeds go to buy an equal number of Enbridge Energy Partners i-units, which Partners will use to repay commercial paper and fund expansion. The company's stake in Partners is described as about 17 percent, up from about 13 percent in the February 2013 release. This repeats the February 2013 funding pattern and further dilutes existing holders.
material agreement
53.2m shUS$1.09bn
28 Feb
On February 25, 2013 the company agreed with Enbridge Energy Partners, Enbridge Inc. and underwriters to sell 10,350,000 Listed Shares (including a 1,350,000-share underwriters' option) in a public offering; nine million shares were priced for gross proceeds of about $245.6 million. The money is to be invested in an equal number of i-units of Enbridge Energy Partners, which plans to use it to repay commercial paper and fund expansion. The press release describes the company's sole asset as an approximately 13 percent interest in Enbridge Partners. The new shares dilute existing holders.
material agreement
41.2m shUS$744m

2002

7 Oct
the New York Stock Exchange certified ENBRIDGE ENERGY MANAGEMENT L L C's securities for listing, clearing them to begin trading.
listing compliance notice