Enbridge Southern Lights and Enbridge Pipelines (Southern Lights) close private placements of $1.5B of senior unsecured notes

Enbridge Southern Lights LP (ESL) is the owner of the Canadian portion of the Southern Lights pipeline which delivers diluent from the Chicago area to the Edmonton area where it is mixed to facilitate transportation of conventional heavy oil and oil sands production from Northern Alberta by pipeline. Enbridge Pipelines (Southern Lights) L.L.C. (EPSL) owns the US portion of the pipeline. ESL and EPSL are wholly owned and indirect subsidiaries of Enbridge Inc. (Enbridge).

Headquartered in Calgary, Enbridge is a leader in the safe and reliable delivery of energy in North America.

In August ESL completed a private placement of C$352 million aggregate principal amount of 4.014 per cent senior unsecured notes due June 30, 2040 (the Canadian Notes), to Canadian investors. Concurrently with the offering of Canadian Notes, EPSL completed an offering of US$1,061 million aggregate principal amount of 3.98 per cent senior unsecured notes due June 30, 2040 (the US Notes and collectively with the Canadian Notes, the Notes), to US investors.

ESL and EPSL were represented by an Enbridge team consisting of Melinda Ando, Sr. Legal Counsel (Canada), Valorie Wanner, Sr. Counsel & Assistant Secretary (US) and Matthew Hall, Legal Counsel (Canada). Enbridge’s in-house group was advised by a team from Dentons Canada LLP comprising Bill Jenkins, Lucas Tomei and Erik Arnold (capital markets); Joe Palin, Stephanie Campbell and Kelly Marcotte (banking); George Antonopoulos (energy transactions) and Derek Kurrant (tax) as to Canadian legal matters; and by a team from Vinson & Elkins LLP comprising Karen Smith, Brett Santoli and Joseph Nussbaum (banking); Noelle Alix (finance); Judy Blissard (tax) and Robert Kimball and Shelley Barber (M&A/ capital markets) with respect to US legal matters.

The Canadian Notes were sold through a syndicate of agents co-led by RBC Dominion Securities Inc. and Société Générale Securities Inc., and including BNP Paribas (Canada) Securities Inc., RBS Capital Markets (Canada) Ltd., CIBC World Markets Inc. and Scotia Capital Inc. (collectively, the Canadian Agents). The Canadian Agents were advised by Blake, Cassels and Graydon LLP’s Tim Andison, Adam Garetson and Robert Seager (capital markets); Nick Tropak and James Desjardins (banking). The US Notes were sold through a syndicate of agents co-led by Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC and SG Americas Securities LLC, and including BNP Paribas Securities Corp., Mizuho Securities USA Inc. and RBS Securities Inc. (collectively, the US Agents). The US investors were advised by Latham & Watkins LLP’s Jonathan Rod and Rodrigo Palacios (capital markets) and Eugenia Shlimovich and Katie Day (banking).