Enbridge Income Fund Completes IPO

On June 30, 2003, Enbridge Income Fund completed an initial public offering of 17.5 million trust units at $10 per unit for gross proceeds of $175 million. On July 10, the fund issued an additional 2.625 million trust units for gross proceeds of $26.25 million in connection with the exercise of the underwriters’ over-allotment option. The syndicate of underwriters was led by BMO Nesbitt Burns Inc., and included CIBC World Markets Inc., RBC Dominion Securities Inc. National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc. and HSBC Securities (Canada) Inc.

Concurrently with the offering, Enbridge Inc. subscribed for 14.5 million subordinated units of the fund for gross proceeds of $145 million and 40.6 million preferred units of a subsidiary entity of the fund for gross proceeds of $406 million. In addition, the fund drew $190 million on a credit facility entered into by a subsidiary entity of the fund with Bank of Montreal, CIBC, HSBC Bank Canada, National Bank of Canada, Royal Bank of Canada and TD Bank.

The fund utilized the proceeds to acquire a 50 per cent interest in Alliance Pipeline Limited Partnership and a 100 per cent interest in Enbridge Pipeline (Saskatchewan) Inc. from Enbridge Inc., for a total purchase price of approximately $905 million.

Enbridge Inc. was represented by in-house counsel Murray Desrosiers, Andre Kerkovius, Tom Schwartz and Jeff Paetz, and by McCarthy Tétrault LLP, with a team that included John Osler, John Mackay, Barclay Laughland, Michael Bennett, Crispin Arthur, Conni Gibson and Ryan Hunter (corporate finance), Douglas Ewens, Q.C., James Morand and Ian Bock (tax), Robert Depoe and Mark Tysowski (energy), Rick Pawluk and Oliver Borgers (competition) and Michael McIntosh, Kevin Wright and Kelsey Clark (banking).

The underwriters were represented by Fraser Milner Casgrain LLP, with a team that included David Spencer, David Lefebvre, Craig Story, Irene Ludwig, Chima Nkemdirim and Maryn Sigurdson (corporate finance), Roch Martin (tax), Joe Palin (banking), Nick Kangles (energy) and Andrew Donohoe and Melissa Byer (corporate).