Current Report Filing (8-k)
18 Dezember 2018 - 10:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 17, 2018
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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1-31383
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61-1414604
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5400 Westheimer Court
Houston, Texas 77056
(Address of Principal Executive Offices) (Zip Code)
(713)
627-5400
(Registrants telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On December 17, 2018, Enbridge Energy Management, L.L.C. (
EEQ
) held a special meeting of its shareholders (the
EEQ Special
Meeting
) to consider and vote on the proposals described below. At the close of business on November 5, 2018, the record date for the EEQ Special Meeting, there were 98,611,085 EEQ shares outstanding and entitled to vote at the EEQ
Special Meeting. Pursuant to EEQs limited liability company agreement (the
EEQ LLC Agreement
), Enbridge Inc. (
Enbridge
) and its affiliates are not allowed to vote the approximately 11.5 million EEQ
Listed Shares and approximately 7.4 EEQ Voting Shares owned by them with respect to the EEQ Merger Proposal (Proposal 1), the Waiver Proposal (Proposal 2) and the EEQ LLC Agreement Amendment Proposal (Proposal 3), each as defined below, and thus
were not counted for purposes of establishing a quorum. Holders of 83,996,442 outstanding EEQ shares (including EEQ shares owned by Enbridge and its affiliates), and holders of 72,472,119 outstanding EEQ shares (excluding EEQ shares owned by
Enbridge and its affiliates), representing a like number of votes, were present at the EEQ Special Meeting, either in person or by proxy, which number constituted a quorum.
At the EEQ Special Meeting, the EEQ shareholders considered and voted upon the following proposals (as described in detail in EEQs definitive proxy
statement filed with the Securities and Exchange Commission on November 9, 2018):
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Proposal 1: to approve the Agreement and Plan of Merger (the
EEQ Merger Agreement
), dated as
of September 17, 2018, by and among EEQ, Enbridge, Winter Acquisition Sub I, Inc. and, solely for the purposes of Article I, Section 2.4 and Article X therein, Enbridge Energy Company, Inc. (the
EEQ Merger Proposal
).
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Proposal 2: to waive Section 9.01(a)(v) of the EEQ LLC Agreement in connection with the merger provided for
in the EEQ Merger Agreement (the
Waiver Proposal
).
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Proposal 3: to adopt an amendment to the EEQ LLC Agreement (a form of which is attached as Exhibit A to the EEQ
Merger Agreement) to increase certain voting rights to which the record holders of all of the outstanding EEQ Listed Shares are entitled (
EEQ LLC Agreement Amendment Proposal
).
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Proposal 4: to approve the adjournment of the EEQ Special Meeting from time to time, if necessary to solicit
additional proxies if there are not sufficient votes to approve the EEQ Merger Proposal, the Waiver Proposal or the EEQ LLC Agreement Amendment Proposal at the time of the EEQ Special Meeting (the
EEQ Adjournment Proposal
).
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Proposal 5: to approve the Agreement and Plan of Merger (the
EEP Merger Agreement
), dated as
of September 17, 2018, by and among Enbridge Energy Partners, L.P. (
EEP
), Enbridge Energy Company, Inc., EEQ, Enbridge, Enbridge (U.S.) Inc., Winter Acquisition Sub II, LLC and, solely for the purposes of Article I, Article
II and Article XI therein, Enbridge US Holdings Inc., in order to determine how the EEP
i-units
will be voted at the special meeting in which the EEP unitholders will vote (the
EEP Special
Meeting
) on the proposal to approve the EEP Merger Agreement (the
EEP Merger Proposal
).
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Proposal 6: to approve the adjournment of the EEP Special Meeting from time to time, if necessary to solicit
additional proxies if there are not sufficient votes to approve the EEP Merger Agreement at the time of the EEP Special Meeting, in order to determine how the EEP
i-units
will be voted at the EEP Special
Meeting on the proposal to approve the EEP Merger Agreement (the
EEP Adjournment Proposal
).
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Approval of the EEQ
Merger Proposal (Proposal 1), the Waiver Proposal (Proposal 2) and the EEQ LLC Agreement Amendment Proposal (Proposal 3) required the affirmative vote of holders of a majority of the outstanding EEQ Listed Shares (other than EEQ Listed Shares held
by Enbridge and its affiliates). The EEQ Adjournment Proposal (Proposal 4) required the affirmative vote of holders of a majority of the outstanding EEQ shares.
A tally of the voting results for each such proposal is set forth below. The vote tallies for Proposals 1-3 exclude Listed Shares owned by Enbridge and its
affiliates.
Proposal 1: Approval of the EEQ Merger Proposal
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Votes
Approving
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Votes
Disapproving
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Votes
Abstaining
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50,306,482
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4,612,008
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17,553,629
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Proposal 2: Approval of the Waiver Proposal
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Votes
Approving
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Votes
Disapproving
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Votes
Abstaining
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50,350,343
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4,558,768
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17,563,008
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Proposal 3: Approval of the EEQ LLC Agreement Amendment Proposal
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Votes
Approving
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Votes
Disapproving
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Votes
Abstaining
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50,333,335
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4,591,041
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17,547,743
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Proposal 4: Approval of the EEQ Adjournment Proposal
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Votes
Approving
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Votes
Disapproving
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Votes
Abstaining
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61,696,600
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4,731,127
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17,568,715
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Proposal 5: Approval of the EEP Merger Proposal
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Votes
Approving
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Votes
Disapproving
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Votes
Abstaining
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61,808,707
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4,618,066
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17,569,669
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Proposal 6: Approval of the EEP Adjournment Proposal
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Votes
Approving
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Votes
Disapproving
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Votes
Abstaining
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61,803,668
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4,628,460
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17,564,314
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On December 17, 2018, EEP and EEQ issued a joint press release announcing the results of the EEP Special Meeting and the EEQ Special Meeting. A copy of
the press release is attached hereto as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ENBRIDGE ENERGY MANAGEMENT, L.L.C.
(Registrant)
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Date: December 18, 2018
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By:
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/s/ Allen C. Capps
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Allen C. Capps
Controller
(Duly Authorized Officer)
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