As filed with the Securities and Exchange Commission on October 10, 2018

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Its Charter)

200, 425-1st Street S.W.

Calgary, Alberta T2P 3L8, Canada

Telephone: 1-403-231-3900

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Kelly L. Gray

Enbridge (U.S.) Inc.

5400 Westheimer Court

Houston, Texas 77056

(713) 627-5400

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon consummation of the merger described in the enclosed consent solicitation/prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY CONSENT SOLICITATION/PROSPECTUS—SUBJECT TO COMPLETION, DATED OCTOBER 10, 2018

SPECTRA ENERGY PARTNERS, LP

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

To the Unitholders of Spectra Energy Partners, LP:

On August 24, 2018, Spectra Energy Partners, LP, which is referred to as “SEP”, entered into an Agreement and Plan of Merger (which, as may be amended from time to time, is referred to as the “Merger Agreement”), with the general partner of SEP, which is Spectra Energy Partners (DE) GP, LP (the “General Partner”), Enbridge Inc. (“Enbridge”), Enbridge (U.S.) Inc., Autumn Acquisition Sub, LLC (“Merger Sub”) and, solely for the purposes of Article I, Article II and Article XI therein, Enbridge US Holdings Inc., Spectra Energy Corp (“Spectra Energy”), Spectra Energy Capital, LLC, and Spectra Energy Transmission, LLC. The Merger Agreement provides that Merger Sub will be merged with and into SEP, with SEP being the surviving entity and becoming an indirect wholly owned subsidiary of Enbridge (the “Merger”). As a result of the Merger, Enbridge will acquire indirectly all of the outstanding common units representing limited partner interests in SEP (the “SEP common units”) that Enbridge and its subsidiaries do not already own.

A conflicts committee (the “Conflicts Committee”) composed of the independent members of the board of directors of the Spectra Energy Partners GP, LLC (“GP LLC”), the general partner of the General Partner, unanimously determined based upon the facts and circumstances it deemed relevant, reasonable or appropriate that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair and reasonable to, and in the best interests of, SEP and the holders of the outstanding SEP common units (other than Enbridge and its affiliates) (the “Unaffiliated SEP Unitholders”), and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement. This action of the Conflicts Committee constitutes “Special Approval” of the Merger Agreement and the transactions contemplated thereby, including the Merger, under the Third Amended and Restated Agreement of Limited Partnership of SEP, dated as of January 21, 2018 (as may be amended from time to time, the “SEP Partnership Agreement”). The Conflicts Committee recommended that the board of directors of GP LLC (the “GP LLC Board”) approve the Merger Agreement and the transactions contemplated thereby, including the Merger. Based upon the recommendation of the Conflicts Committee, the GP LLC Board unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair and reasonable to, and in the best interests of, SEP and the Unaffiliated SEP Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement. The GP LLC Board directed that the Merger Agreement be submitted to the limited partners of SEP for their approval by written consent. The GP LLC Board recommends that the limited partners of SEP approve the Merger Agreement and the Merger.

The approval of the Merger Agreement and the Merger by SEP requires the affirmative consent of holders of at least a majority of the outstanding SEP common units. Pursuant to the terms of the Merger Agreement, Enbridge and Enbridge (U.S.) Inc., a wholly owned subsidiary of Enbridge, which as of October 2, 2018 together beneficially owned 402,989,862 SEP common units representing approximately 83.1% of the outstanding SEP common units, have irrevocably agreed to deliver, or cause to be delivered, a written consent covering all of the SEP common units owned by Enbridge and its subsidiaries, approving the Merger, the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement (the “Enbridge Written Consent”), within two business days after the effectiveness of the registration statement of which this consent solicitation/prospectus forms a part. The delivery of the Enbridge Written Consent by Enbridge and Enbridge (U.S.) Inc. with respect to the SEP common units that Enbridge and its subsidiaries own will be sufficient to approve the Merger Agreement and the Merger without the receipt of written consent from any other holder of SEP common units.

If the Merger is successfully completed, each outstanding SEP common unit not owned by Enbridge or any of its subsidiaries will be converted into the right to receive 1.111 Enbridge common shares, which common shares are referred to as “Enbridge common shares” and such exchange ratio is referred to as the “Exchange Ratio”. Based on the number of Enbridge common shares and SEP common units that are outstanding as of October 2, 2018 (other than any SEP common units owned by Enbridge or its subsidiaries), the number of Enbridge common shares issued in exchange for SEP common units as a result of the proposed Merger would represent approximately 5.0% of the outstanding Enbridge common shares as of October 2, 2018 (or approximately 4.5% if the proposed Merger and the Other Merger Transactions (as defined and described below) were successfully completed, based on the number of Enbridge common shares expected to be issued in the proposed Merger and the Other Merger Transactions in accordance with the respective transaction agreements, as described below, and the number of outstanding Enbridge common shares and outstanding shares or units, as the case may be, of each of SEP, EEP, EEQ and ENF (each of EEP, EEQ and ENF, as defined below), as of October 2, 2018). The actual number of Enbridge common shares issued in the Merger will be determined by multiplying the Exchange Ratio by the number of issued and outstanding SEP common units held by Unaffiliated SEP Unitholders as of the closing date of the Merger. The actual number of Enbridge common shares issued in each of the Other Merger Transactions will be determined by multiplying the applicable exchange ratio by the number of publicly held shares or units of the acquired entity as of the closing date of each such transaction.

The GP LLC Board has set [                ] as the record date (the “Record Date”) for determining holders of SEP common units entitled to execute and deliver written consents with respect to this consent solicitation/prospectus. If you are a record holder of outstanding SEP common units as of that date, you may complete, date and sign the enclosed written consent and promptly return it to SEP. Please read the section titled “Written Consents of Holders of SEP Common Units” beginning on page [    ] of this consent solicitation/prospectus.

On September 18, 2018, Enbridge announced that it also entered into definitive agreements on September 17, 2018 to acquire, in separate combination transactions, all of the outstanding equity securities that Enbridge does not already own of (i) Enbridge Energy Partners, L.P. (“EEP”), (ii) Enbridge Energy Management, L.L.C. (“EEQ”) and (iii) Enbridge Income Fund Holdings Inc. (“ENF”), which transactions are referred to separately as the “EEP merger”, the “EEQ merger” and the “ENF plan of arrangement”, respectively, and collectively as the “Other Merger Transactions”.

EEP, EEQ and ENF will each hold a special meeting of its unitholders or shareholders, as the case may be, to obtain their approval of the applicable merger agreement or arrangement agreement. Completion of the Merger is not contingent on the completion of any of the Other Merger Transactions.

This consent solicitation/prospectus provides you with detailed information about the Merger Agreement, the proposed Merger, the proposed Other Merger Transactions and related matters. We encourage you to read the entire document carefully. In particular, please read the section titled “Risk Factors” beginning on page 28 of this consent solicitation/prospectus for a discussion of risks relevant to the Merger, Enbridge’s business following the Merger, Enbridge common shares, SEP’s business and SEP common units if the Merger does not occur and material tax consequences of the Merger.

The Enbridge common shares are traded on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the symbol “ENB” and the SEP common units are traded on the NYSE under the symbol “SEP”. The last reported sale price of Enbridge common shares on the NYSE on October 9, 2018, was US$33.70. The last reported sale price of SEP common units on the NYSE on October 9, 2018, was US$37.29.

On behalf of the GP LLC Board, thank you for your continued support.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, THE APPROVAL OF THE MERGER AGREEMENT, THE ISSUANCE OF ENBRIDGE COMMON SHARES IN CONNECTION WITH THE MERGER OR ANY OTHER MERGER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING CONSENT SOLICITATION/PROSPECTUS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that Enbridge is incorporated under the laws of Canada, that at certain points in time, most of its officers and directors may be residents of Canada, that some of the experts named in the accompanying consent solicitation/prospectus are residents of Canada, and that all or a substantial portion of the assets of Enbridge and said persons are located outside the United States.

The accompanying consent solicitation/prospectus is dated [                ], and is first being mailed to SEP unitholders on or about [                ].

ADDITIONAL INFORMATION

This consent solicitation/prospectus incorporates important business and financial information about Enbridge and SEP from other documents that Enbridge and SEP have filed with the U.S. Securities and Exchange Commission, which is referred to as the “SEC”, and that are contained in or incorporated by reference herein. For a listing of documents incorporated by reference herein, please see the section titled “Where You Can Find More Information” beginning on page [    ] of this consent solicitation/prospectus. This information is available for you to review at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and through the SEC’s website at www.sec.gov.

You will also be able to obtain copies of documents filed by Enbridge with the SEC from Enbridge’s website at https://www.enbridge.com/ under the “Investment Center” link and then under the heading “Reports and SEC Filings” or copies of documents filed by SEP with the SEC by accessing SEP’s website at https://www.spectraenergypartners.com/ under the “Investors” link, and then under the heading “Publications & SEC Filings”. The information contained on either of Enbridge’s or SEP’s respective websites is not incorporated into this consent solicitation/prospectus and is not a part of this consent solicitation/prospectus.

You may request copies of this consent solicitation/prospectus and any of the documents incorporated by reference herein or certain other information concerning Enbridge or SEP, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below.

In addition, you may also obtain additional copies of this consent solicitation/prospectus or the documents incorporated by reference into this consent solicitation/prospectus by contacting SEP’s consent solicitor, D.F. King & Co., Inc., at the address and telephone numbers listed below. You will not be charged for any of these documents that you request.

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Banks and Brokers call: (212) 269-5550

All others call toll-free: (888) 777-0320

Email: Enbridge@dfking.com

To obtain timely delivery of these documents prior to the conclusion of the consent process, holders of SEP common units must request the information no later than [                ]. If you request any documents, Enbridge or SEP will mail them to you by first class mail or another equally prompt means within one business day after receipt of your request.

ABOUT THIS CONSENT SOLICITATION/PROSPECTUS

This consent solicitation/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Enbridge (File No. 333-[                ]), constitutes a prospectus of Enbridge under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Enbridge common shares to be issued to holders of SEP common units pursuant to the Merger Agreement.

We are responsible for the information contained in, and incorporated by reference into, this consent solicitation/prospectus. We have not authorized anyone to give you any other information, and we take no

responsibility for any other information that others may give you. You should bear in mind that although the information contained in, or incorporated by reference into, this consent solicitation/prospectus is intended to be accurate as of the date on the front of such documents, such information may also be amended, supplemented or updated by the subsequent filing of additional documents deemed by law to be or otherwise incorporated by reference into this consent solicitation/prospectus. Enbridge’s and SEP’s business, financial condition, results of operations and prospects may have changed since those dates.

This consent solicitation/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

Enbridge and SEP have both contributed to the information contained in this consent solicitation/prospectus. The information concerning Enbridge contained in, or incorporated by reference into, this consent solicitation/prospectus has been provided by Enbridge, and information concerning SEP contained in, or incorporated by reference into, this consent solicitation/prospectus has been provided by SEP.

Unless otherwise specified, currency amounts referenced in this consent solicitation/prospectus are in U.S. dollars.

CURRENCY EXCHANGE RATE DATA

The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/U.S. dollar exchange rate. The information is based on the daily exchange rate as reported by the Bank of Canada. Such exchange rate on October 2, 2018 was C$1.2817 = US$1.00.

FREQUENTLY USED TERMS

This consent solicitation/prospectus generally does not use technical defined terms, but a few frequently used terms may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this consent solicitation/prospectus:

“Canadian Tax Act” refers to the Income Tax Act (Canada), including the regulations promulgated thereunder, as amended from time to time.

“Closing Date” refers to the date on which the Merger is completed.

“Effective Time” refers to the time on the Closing Date at which the Merger becomes effective as specified in the certificate of merger of SEP and Merger Sub to be filed with the Secretary of State of the State of Delaware.

“Enbridge” refers to Enbridge Inc., a Canadian corporation.

“Enbridge shareholders” refers to the holders of Enbridge common shares.

“Exchange Ratio” refers to 1.111 validly issued, fully paid and non-assessable Enbridge common shares for each SEP common unit.

“Excluded Units” refers to any SEP common units owned by Enbridge, Spectra Energy Transmission, LLC, Merger Sub or any other direct or indirect wholly owned subsidiary of Enbridge and SEP common units owned by SEP or the General Partner or any direct or indirect wholly owned subsidiary of SEP, and in each case not held on behalf of third parties.

“General Partner” refers to Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership and the general partner of SEP.

“GP LLC” refers to Spectra Energy Partners GP, LLC, a Delaware limited liability company and the general partner of the General Partner.

“Merger” refers to the proposed merger of Merger Sub with and into SEP, pursuant to which SEP will survive the merger as an indirect wholly owned subsidiary of Enbridge.

“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of August 24, 2018, entered into by and among SEP, the General Partner, Enbridge, Enbridge (U.S.) Inc., Merger Sub and, solely for the purposes of Article I, Article II and Article XI therein, Enbridge US Holdings Inc., Spectra Energy, Spectra Energy Capital, LLC, and Spectra Energy Transmission, LLC.

“Merger Consideration” refers to the conversion of each issued and outstanding SEP common unit immediately prior to the Effective Time (other than the Excluded Units) into the right to receive 1.111 validly issued, fully paid and non-assessable Enbridge common shares.

“Merger Sub” refers to Autumn Acquisition Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Enbridge.

“Midcoast Transaction” refers to the sale by Enbridge (U.S.) Inc., an indirect subsidiary of Enbridge, of Midcoast Operating, L.P. and its subsidiaries (collectively, “Midcoast”) to AL Midcoast Holdings, LLC for cash proceeds of approximately US$1.1 billion less deposits and other customary closing items, as disclosed in Enbridge’s Current Report on Form 8-K, filed on August 1, 2018.

“Record Date” refers to the close of business in New York, New York on [                ].

“SEP” refers to Spectra Energy Partners, LP, a publicly-traded Delaware master limited partnership.

“SEP common units” refers to the common units representing limited partner interests in SEP.

“SEP unitholders” refers to holders of any SEP common unit.

“Treaty” refers to the Canada-United States Income Tax Convention (1980).

“Unaffiliated SEP Unitholders” refers to the holders of SEP common units, other than Enbridge and its affiliates.

TABLE OF CONTENTS

-i-

-ii-

-iii-

QUESTIONS AND ANSWERS

The following section provides brief answers to certain questions that you may have regarding the Merger Agreement and the proposed Merger. Please note that this section does not address all issues that may be important to you as a holder of SEP common units. Accordingly, you should carefully read this entire consent solicitation/prospectus, including each of the annexes, and the documents that have been incorporated by reference into this consent solicitation/prospectus. Please read the section titled “Where You Can Find More Information” beginning on page [    ].

1

2

3

4

5

6

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Banks and Brokers call: (212) 269-5550

All others call toll-free: (888) 777-0320

Email: Enbridge@dfking.com

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This registration statement on Form S-4, of which this consent solicitation/prospectus forms a part, and the documents to which Enbridge and SEP refer you in this registration statement, of which this consent solicitation/prospectus forms a part, as well as oral statements made or to be made by Enbridge and SEP, contain both historical and forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements are typically identified by words such as “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe”, “likely” and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information or statements included in, or incorporated by reference into, this consent solicitation/prospectus include, but are not limited to, statements with respect to the following: the Merger; the Midcoast Transaction; each of the Other Merger Transactions; expected earnings before interest, income taxes and depreciation and amortization (“EBITDA”); expected earnings/(loss); expected earnings/(loss) per share; expected future cash flows; expected performance of the Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution, Green Power and Transmission, and Energy Services businesses; financial strength and flexibility; expectations on sources of liquidity and sufficiency of financial resources; expected costs related to announced projects and projects under construction; expected in-service dates for announced projects and projects under construction (including potentially competitive projects); expected capital expenditures; expected equity funding requirements for Enbridge’s commercially secured growth capital; expected future growth and expansion opportunities; expectations about Enbridge’s joint venture partners’ ability to complete and finance projects under construction; expected closing of acquisitions and dispositions, including the Merger and the Other Merger Transactions; estimated future dividends; expected future actions of regulators; expected costs related to leak remediation and potential insurance recoveries; expectations regarding commodity prices; supply forecasts; expectations regarding the impact of the stock-for-stock merger transaction on February 27, 2017 between Enbridge and Spectra Energy, including Enbridge’s combined scale, financial flexibility, growth capital, future business prospects and performance; impact of the Canadian L3R Program on existing integrity programs; the sponsored vehicle strategy; dividend payout policy; dividend growth and dividend payout expectation; expectations on impact of hedging program; and expectations resulting from the successful execution of Enbridge’s 2018-2020 Strategic Plan.

Although the management of Enbridge and SEP believe that these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and may not prove to be accurate, and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, future trends, levels of activity and achievements to differ materially from those matters expressed or implied by such statements. When considering forward-looking statements, readers and investors should keep in mind the risk factors and other cautionary statements described in the section titled “Risk Factors” beginning on page [    ]. Among the assumptions, risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:

25

26

Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for services of Enbridge or SEP. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which Enbridge and SEP operate and may impact levels of demand for services of Enbridge or SEP and cost of inputs, and are therefore inherent in all forward-looking statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot be determined with certainty, particularly with respect to the impact of the Merger and the Other Merger Transactions on us, expected EBITDA, earnings/(loss), earnings/(loss) per share, or estimated future dividends. The most relevant assumptions associated with forward-looking statements on announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following: the availability and price of labor and construction materials; the effects of inflation and foreign exchange rates on labor and material costs; the effects of interest rates on borrowing costs; the impact of weather and customer, government and regulatory approvals on construction and in-service schedules and cost recovery regimes.

Forward-looking statements of Enbridge and SEP are subject to risks and uncertainties pertaining to the realization of anticipated benefits and synergies of the Merger, the merger transaction completed in February 2017 with Spectra Energy and the Other Merger Transactions, operating performance, regulatory parameters, dispositions, dividend policy, project approval and support, renewals of rights-of-way, weather, economic and competitive conditions, public opinion, changes in tax laws and tax rates, changes in trade agreements, exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities, including but not limited to those risks and uncertainties discussed in this consent solicitation/prospectus and in SEP’s other filings with United States securities regulators and Enbridge’s other filings with Canadian and United States securities regulators. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and the future courses of action of Enbridge and SEP depend on management’s assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge and SEP each assume no obligation to publicly update or revise any forward-looking statements made in this consent solicitation/prospectus or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or SEP or persons acting on behalf of Enbridge or SEP, are expressly qualified in their entirety by these cautionary statements.

The aforementioned factors are difficult to predict and in many cases may be beyond Enbridge’s and SEP’s control. Consequently, these forward-looking statements may not prove to be accurate. There is no assurance that the actions, events or results of the forward-looking statements will occur, or, if any of them do, when they will occur or what effect they will have on results of operations, financial condition, cash flows or dividends/distributions of Enbridge or SEP. In view of these uncertainties, Enbridge and SEP caution that investors should not place undue reliance on any forward-looking statements. All of the forward-looking statements Enbridge and SEP make in this document are qualified by the information contained or incorporated by reference herein, including, but not limited to, the information contained under this heading and the information detailed (a) in Enbridge’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2017 and Enbridge’s Quarterly Reports on Form 10-Q filed with the SEC for the quarterly periods ended March 31, 2018 and June 30, 2018, which are available at http://www.sec.gov, and (b) in SEP’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2017 and SEP’s Quarterly Reports on Form 10-Q filed with the SEC for the quarterly periods ended March 31, 2018 and June 30, 2018, which are available at http://www.sec.gov. Further, any forward-looking statement speaks only as of the date on which it is made, and, except as required by applicable law, Enbridge and SEP undertake no obligation to update or revise any forward-looking statement made in this consent solicitation/prospectus to reflect new information, events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge or SEP or persons acting on their behalf, are expressly qualified in their entirety by these cautionary statements.

27

RISK FACTORS

In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [    ], you should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this consent solicitation/prospectus, before making a decision on the Merger. As an Enbridge shareholder following completion of the Merger, you will be subject to all risks inherent in the business of Enbridge in addition to the risks relating to SEP. The market value of your Enbridge common shares will reflect the performance of the business relative to, among other things, that of the competitors of Enbridge and SEP and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should also consider the other information in this consent solicitation/prospectus and the other documents incorporated by reference herein, particularly the risk factors contained in Enbridge’s and SEP’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. See the section titled “Where You Can Find More Information” beginning on page [    ].

Risks Relating to the Merger

The number of Enbridge common shares that holders of SEP common units will be entitled to receive in the Merger is based upon a fixed Exchange Ratio and will not be adjusted in the event of any change in either the price of Enbridge common shares or the price of SEP common units.

The Exchange Ratio of 1.111 Enbridge common shares per SEP common unit is fixed, meaning that it does not change and is not dependent upon the relative values of Enbridge common shares and SEP common units. There will be no adjustment to the Exchange Ratio for changes in the market price of Enbridge common shares or SEP common units prior to the completion of the Merger. If the Merger is completed, there will be a time lapse between the date of this consent solicitation/prospectus and the date on which holders of the SEP common units who are entitled to receive the Merger Consideration actually receive such Merger Consideration. The market value of Enbridge common shares may fluctuate during and after this period as a result of a variety of factors, including general market and economic conditions, changes in Enbridge’s businesses, operations and prospects and regulatory considerations. Such factors are difficult to predict and in many cases may be beyond the control of Enbridge and SEP. Consequently, at the time SEP unitholders must decide whether to approve the Merger Agreement, they will not know the actual market value of the Merger Consideration they will receive when the Merger is completed. The actual value of the Merger Consideration received by the holders of the SEP common units at the completion of the Merger will depend on the market value of the Enbridge common shares at that time. This market value may differ, possibly materially, from the market value of Enbridge common shares at the time the Merger Agreement was entered into or at any other time. For additional information about the SEP per unit Merger Consideration, see the section titled “The Merger Agreement—Merger Consideration” beginning on page [    ].

The Merger Agreement may be terminated in accordance with its terms and there is no assurance when or if the Merger will be completed.

The completion of the Merger is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the requisite approval of the Merger Agreement by SEP unitholders, the accuracy of representations and warranties under the Merger Agreement (subject to the materiality standards set forth in the Merger Agreement) and SEP’s and Enbridge’s performance of their respective obligations under the Merger Agreement in all material respects. These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.

There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Merger.

28

In addition, if the Merger is not completed by February 25, 2019, either Enbridge or SEP may choose not to proceed with the Merger, and the parties can mutually decide to terminate the Merger Agreement at any time. In addition, Enbridge and SEP may elect to terminate the Merger Agreement in certain other circumstances. Please read the section titled “The Merger Agreement—Termination” beginning on page [    ].

The opinion rendered to the Conflicts Committee by Jefferies on August 23, 2018 was based on Jefferies’ financial analyses and considered factors such as market and other conditions then in effect, and financial forecasts and other information made available to Jefferies, as of the date of the opinion. As a result, the opinion does not reflect changes in events or circumstances after the date of such opinion. The Conflicts Committee has not requested, and does not expect to request, an updated opinion from Jefferies reflecting changes in circumstances that may have occurred since the signing of the Merger Agreement.

The opinion rendered to the Conflicts Committee by Jefferies on August 23, 2018 was provided in connection with, and at the time of, the evaluation of the Merger and the Merger Agreement by the Conflicts Committee. The opinion was based on the financial analyses performed, which considered market and other conditions then in effect, and financial forecasts and other information made available to Jefferies, as of the date of the opinion, which may have changed, or may change, after the date of the opinion. The Conflicts Committee has not requested an updated opinion as of the date of this consent solicitation/prospectus from Jefferies and does not expect to request an updated opinion prior to completion of the Merger. Changes in the operations and prospects of Enbridge and SEP, general market and economic conditions and other factors that may be beyond the control of Enbridge and SEP, and on which the opinion was based, may have altered the value of Enbridge or SEP or the prices of Enbridge common shares or SEP common units since the date of such opinion, or may alter such values and prices by the time the Merger is completed. In this regard, Jefferies’ opinion did not take into account or give effect to the completion of the Merger or any of the Other Merger Transactions, as to which definitive agreements were announced by Enbridge subsequent to the date of Jefferies’ opinion. Jefferies’ opinion does not speak as of any date other than the date of the opinion. For a description of the opinion that Jefferies rendered to the Conflicts Committee, please read the section titled “The Merger—Opinion of Jefferies, Financial Advisor to the Conflicts Committee” beginning on page [    ].

Failure to complete, or significant delays in completing, the Merger could negatively affect the trading prices of Enbridge common shares or the SEP common units or the future business and financial results of Enbridge and SEP.

The completion of the Merger is subject to certain customary closing conditions, including (i) the registration statement having become effective under the Securities Act, (ii) the receipt of approval of the Merger Agreement by written consent of holders of SEP common units constituting a majority of the outstanding SEP common units entitled to deliver such consent, (iii) the Enbridge common shares issuable in connection with the Merger having been approved for listing on the NYSE, subject to official notice of issuance, and (iv) the absence of any governmental order prohibiting the consummation of the Merger or the other transactions contemplated by the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon the accuracy of the representations and warranties of the other party as of the date of the Merger Agreement and as of the closing (subject to customary materiality qualifiers).

There is no certainty that the various closing conditions will be satisfied and that the necessary approvals will be obtained. If these or other conditions are not satisfied or if there is a delay in the satisfaction of such conditions, then Enbridge and SEP may not be able to complete the Merger timely or at all, and such failure or delay may have other adverse consequences. If the Merger is not completed or is delayed, Enbridge and SEP will be subject to a number of risks, including:

29

Enbridge also expects to acquire all of the outstanding equity securities of each of EEP, EEQ and ENF in the Other Merger Transactions, and Enbridge’s efforts to complete those transactions may result in delays in completing the Merger with SEP or make it more difficult or time consuming than expected.

On September 18, 2018, Enbridge announced that it had separately entered into definitive agreements to acquire, in separate combination transactions, all of the outstanding equity securities that Enbridge does not already own of EEP, EEQ and ENF. EEP, EEQ and ENF will each hold a special meeting of its unitholders or shareholders, as the case may be, to obtain their approval of the applicable merger agreement or arrangement agreement. Completion of the EEQ merger is contingent on the completion of the EEP merger, while none of the Merger or the EEP merger or ENF plan of arrangement is conditioned on the completion of any of such other transactions. Enbridge cannot predict whether the Other Merger Transactions will be approved by the requisite votes of security holders of the respective sponsored vehicles, whether all of the other conditions precedent to such transactions will be satisfied or, if so, the timing of the completion of such transactions. Enbridge’s efforts to complete those transactions may result in delays in completing the Merger with SEP or make it more difficult or time consuming than expected.

The assumptions and estimates underlying the financial projections are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Enbridge and SEP. As a result, the financial projections for Enbridge and SEP may not be realized.

In performing its financial analyses and rendering its opinion regarding the fairness, from a financial point of view, of the Exchange Ratio to SEP and the Unaffiliated SEP Unitholders, Jefferies, the financial advisor to the Conflicts Committee, reviewed and relied on, among other things, financial forecasts for Enbridge and SEP prepared by management. These financial projections speak only as of the date made and will not be updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, within projected time frames or at all. The financial projections on which the Conflicts Committee’s financial advisor based its opinion may not be realized.

The unaudited pro forma condensed consolidated financial information and unaudited forecasted financial information included in this consent solicitation/prospectus is presented for illustrative purposes only and does not represent the actual financial position or results of operations of the combined company following the completion of the Merger. Future results of Enbridge and SEP may differ, possibly materially, from the unaudited pro forma condensed consolidated financial information and unaudited forecasted financial information presented in this consent solicitation/prospectus.

The unaudited pro forma condensed consolidated financial statements and unaudited forecasted financial information contained in this consent solicitation/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and do not represent the actual financial position or results of operations of Enbridge or SEP prior to the Merger or following the Merger, the Midcoast Transaction and/or the Other Merger Transactions for several reasons. See the sections titled “Unaudited Pro Forma Condensed Consolidated Financial Statements” beginning on page [    ]. In addition, the Merger and post-Merger integration process, as well as the Other Merger Transactions, may give rise to unexpected liabilities and costs. Unexpected delays in completing the Merger, or in completing the Other Merger Transactions, may significantly increase the related costs and expenses incurred by Enbridge. The actual financial positions and results of operations of Enbridge and SEP prior to the Merger and following the Merger, the Midcoast

30

Transaction and the Other Merger Transactions may be different, possibly materially, from the unaudited pro forma condensed consolidated financial statements or forecasted financial information included in this consent solicitation/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed consolidated financial statements and forecasted financial information included in this consent solicitation/prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of Enbridge common shares may cause a significant change in the purchase price used for Enbridge’s accounting purposes and the unaudited pro forma financial statements contained in this consent solicitation/prospectus.

Enbridge, GP LLC and their directors and officers may have interests that differ from your interests, and these interests may have influenced their decision to propose and to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

The nature of the respective businesses of Enbridge and SEP and their respective affiliates may give rise to conflicts of interest between Enbridge and GP LLC, which manages the affairs and business of SEP. The interests of Enbridge, GP LLC, and their directors and officers may differ from your interests as a result of the relationships among them. A conflict could be perceived to exist, for example, in connection with the number of Enbridge common shares offered as the Merger Consideration, particularly where four of the seven directors on the GP LLC Board hold positions at Enbridge or its subsidiaries (other than GP LLC).

Furthermore, the SEP Partnership Agreement contains provisions that limit the General Partner and GP LLC’s fiduciary duties to SEP or any SEP unitholders, and the resolution or course of action in respect of any actual or potential conflict of interest will not constitute a breach of the SEP Partnership Agreement, or any agreement contemplated thereby, if such resolution or course of action is approved by a majority of the members of the Conflicts Committee acting in good faith.

In considering the recommendation of the GP LLC Board to approve the Merger proposal, you should consider that the directors and executive officers of Enbridge and GP LLC may have other interests that differ from, or are in addition to, the interests of SEP unitholders generally. These interests include the following:

31

In addition, certain executive officers of Enbridge are also directors and executive officers of GP LLC. The following executive officers of Enbridge hold positions at GP LLC:

These interests are described in more detail in the section titled “The Merger—Interests of Directors and Executive Officers of GP LLC in the Merger” beginning on page [    ].

Because Enbridge beneficially owns approximately 83.1% of the outstanding SEP common units and Enbridge and Enbridge (U.S.) Inc. have agreed to deliver, or cause to be delivered, the Enbridge Written Consent approving the Merger, approval of the Merger is assured regardless of whether any Unaffiliated SEP Unitholders consent to the Merger.

Regardless of whether any Unaffiliated SEP Unitholders consent to the Merger, the Merger receiving approval is assured because Enbridge and Enbridge (U.S.) Inc., which together own approximately 83.1% of the outstanding SEP common units as of October 2, 2018, have agreed to approve the Merger on behalf of all the SEP common units beneficially owned by Enbridge and Enbridge (U.S.) Inc.

SEP does not have the ability to enter into certain alternatives to the Merger that are not approved by Enbridge.

As of October 2, 2018, Enbridge indirectly owns approximately 83.1% of the outstanding SEP common units. Accordingly, certain alternative transactions to the Merger entered into by SEP would need to be approved by Enbridge. Because Enbridge controls the voting of approximately 83.1% of SEP common units, Enbridge can effectively block SEP from entering into alternative transactions to the Merger that require the approval of SEP unitholders that Enbridge does not support, which could discourage third parties that may have an interest in acquiring all or a significant part of SEP from considering or proposing that transaction.

Enbridge and SEP will be subject to certain operating restrictions until the completion of the Merger.

The Merger Agreement generally restricts SEP, without Enbridge’s consent, or Enbridge, without SEP’s consent, from taking specified actions until the Merger occurs or the Merger Agreement terminates. These restrictions may prevent SEP or Enbridge from taking actions that each respectively might otherwise consider beneficial. Please read the section titled “The Merger Agreement—Interim Operations” beginning on page [     ].

Risks Relating to the Enbridge Common Shares

The market price of Enbridge common shares will continue to fluctuate after the Merger.

Upon completion of the Merger, Unaffiliated SEP Unitholders will become holders of Enbridge common shares. The market price of Enbridge common shares may fluctuate significantly following completion of the Merger and Unaffiliated SEP Unitholders could lose some or all of the value of their investment in Enbridge common shares. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the Enbridge common shares, regardless of Enbridge’s actual operating performance.

The market price of Enbridge common shares may be affected by factors different from those that historically have affected SEP common units.

Upon completion of the Merger, Unaffiliated SEP Unitholders will become holders of Enbridge common shares. The businesses of Enbridge differ from those of SEP in certain respects, and, accordingly, the financial

32

position or results of operations and/or cash flows of Enbridge after the Merger, as well as the market price of Enbridge common shares, may be affected by factors different from those currently affecting the financial position or results of operations and/or cash flows of SEP, and, in turn, the market price of the SEP common units. For a discussion of the businesses of Enbridge and SEP and of some important factors to consider in connection with those businesses, see the section titled “Information About the Companies” beginning on page [    ], and the documents incorporated by reference in the section titled “Where You Can Find More Information” beginning on page [    ], including, in particular, in the sections titled “Risk Factors” in each of Enbridge’s Annual Report on Form 10-K for the year ended December 31, 2017 and SEP’s Annual Report on Form 10-K for the year ended December 31, 2017, in each case, as modified by subsequent reports filed by Enbridge and SEP.

Holders of Enbridge common shares, which will be received by eligible holders of the SEP common units as a result of the Merger, will have rights different from the current holders of SEP common units.

Upon completion of the Merger, Unaffiliated SEP Unitholders will no longer be unitholders of SEP, and Unaffiliated SEP Unitholders will become Enbridge shareholders. There are certain differences between the current rights of Unaffiliated SEP Unitholders and the rights to which such unitholders will be entitled as Enbridge shareholders. Enbridge was formed under the federal laws of Canada and SEP was formed under the laws of the State of Delaware. See the section titled “Comparison of Rights of Enbridge Shareholders and SEP Unitholders” beginning on page [    ] for a discussion of the different rights associated with Enbridge common shares.

Enbridge may not pay any cash dividends to Enbridge shareholders, and Enbridge’s ability to declare and pay cash dividends to Enbridge shareholders, if any, in the future will depend on various factors, many of which are beyond Enbridge’s control.

Unlike SEP, Enbridge is not required to declare dividends of its available cash to its equityholders. The Enbridge Board may not declare dividends in the future. Should the Enbridge Board declare dividends on the Enbridge common shares in the future, the dividend yield of the Enbridge common shares may only be a fraction of the historical or projected dividend yield of the SEP common units. Any payment of future dividends will be at the sole discretion of the Enbridge Board and will depend upon many factors, including the financial condition, earnings and capital requirements of its operating subsidiaries, covenants associated with certain debt obligations, legal requirements, regulatory constraints and other factors deemed relevant by its board of directors. For more information regarding Enbridge’s financial condition, earnings and capital requirements, level of indebtedness or legal, regulatory or contractual restrictions, please read Enbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, incorporated by reference herein.

Enbridge declares its dividend in Canadian dollars. However, Enbridge delivers payment to U.S. holders of Enbridge common shares in U.S. dollars. Fluctuations in the Canadian dollar/U.S. dollar exchange rate may impact the value of dividend payments received by U.S. holders of Enbridge common shares.

Enbridge declares its dividend in Canadian dollars. However, Enbridge delivers payment to U.S. holders of Enbridge common shares in U.S. dollars. The U.S. dollar value of any cash payment for declared dividends to a U.S. holder of Enbridge common shares will be converted into U.S. dollars using the indicative rate of exchange for Canadian interbank transactions established by the Bank of Canada on the declared record date. Fluctuations in the Canadian dollar/U.S. dollar exchange rate may impact the value of any dividend payments received by U.S. holders of Enbridge common shares.

Enbridge is organized under the laws of Canada and a substantial portion of its assets are, and many of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States in Canada.

Enbridge is organized under the laws of Canada. A substantial portion of Enbridge’s assets are located outside the United States, and many of Enbridge’s directors and officers and some of the experts named in this

33

consent solicitation/prospectus (including in documents that are incorporated by reference into this consent solicitation/prospectus) are residents of jurisdictions outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon Enbridge and those directors, officers and experts, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of Enbridge and such directors, officers or experts under the U.S. federal securities laws. There is uncertainty as to the enforceability in Canada by a court in original actions, or in actions to enforce judgments of United States courts, of the civil liabilities predicated upon the U.S. federal securities laws.

There may be future dilution of the Enbridge common shares, including as a result of any Enbridge common shares issued in connection with the Other Merger Transactions, which could adversely affect the market price of Enbridge common shares.

If the Merger is successfully completed, Enbridge expects that it will issue to the Unaffiliated SEP Unitholders approximately 90,998,687 Enbridge common shares at the Effective Time in connection with the Merger, based on the number of Enbridge common shares and the estimated number of SEP common units that are outstanding as of October 2, 2018 (not including any Enbridge common shares that would be expected to be issued upon the successful completion of the Other Merger Transactions). If the Other Merger Transactions are all also successfully completed in accordance with their respective transaction agreements, based on the number of outstanding shares or units, as the case may be, of SEP, EEP, EEQ and ENF, as of October 2, 2018, and the exchange ratio in each applicable transaction agreement, Enbridge expects that it will issue approximately 296,284,573 Enbridge common shares in aggregate upon the completion of the proposed Merger and the Other Merger Transactions. The actual number of Enbridge common shares issued in the Merger will be determined by multiplying the Exchange Ratio by the number of issued and outstanding SEP common units held by Unaffiliated SEP Unitholders as of the closing date of the Merger. The actual number of Enbridge common shares issued in each of the Other Merger Transactions will be determined by multiplying the applicable exchange ratio by the number of publicly held shares or units of the acquired entity as of the closing date of each such transaction.

In addition, the Merger Agreement does not restrict Enbridge’s ability to issue additional Enbridge common shares prior to (with consent of each conflicts committee and special committee pursuant to the respective merger agreements and arrangement agreement applicable to the proposed Merger and the Other Merger Transactions) or following the Effective Time or thereafter. In the future (assuming such consents have been secured), Enbridge may issue additional Enbridge common shares to raise cash for its projects, operations, acquisitions or other purposes. Enbridge may also (assuming such consents have been secured) acquire interests in other companies by using a combination of cash and Enbridge common shares or just Enbridge common shares. Enbridge has issued securities convertible into, or exchangeable for, or that represent the right to receive, Enbridge common shares and may (assuming such consents have been secured) do so again in the future. Any of these events may dilute the ownership interests of current Enbridge common shares, reduce Enbridge’s earnings per share and have an adverse effect on the price of Enbridge common shares. The issuance of these new shares and the sale of additional shares that may become eligible for sale in the public market from time to time could have the effect of depressing the market value for Enbridge common shares. The increase in the number of Enbridge common shares may lead to sales of such Enbridge common shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, Enbridge common shares.

Sales of a substantial number of Enbridge common shares in the public market could adversely affect the market price of Enbridge common shares.

Sales of a substantial number of Enbridge common shares in the public market, or the perception that these sales may occur, could reduce the market price of Enbridge common shares.

34

Tax Risks Relating to the Merger and the Ownership of Enbridge Common Shares Received in the Merger

In addition to reading the following risk factors, SEP unitholders are urged to read “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [    ] and “Material Canadian Federal Income Tax Consequences of the Merger” beginning on page [    ] for a more complete discussion of the expected U.S. and Canadian federal income tax consequences of the Merger and owning and disposing of Enbridge common shares received in the Merger.

The Merger should be a taxable transaction for U.S. federal income tax purposes and, in such case, the resulting tax liability of an SEP unitholder, if any, will depend on such unitholder’s particular situation. The tax liability of an SEP unitholder as a result of the Merger could be more than expected.

SEP unitholders will receive Enbridge common shares and cash in lieu of fractional shares, if any, as the Merger Consideration. Although SEP unitholders will receive no cash consideration other than any cash received in lieu of fractional shares, if any, the Merger should be treated as a taxable sale by SEP unitholders for U.S. federal income tax purposes. In such case, as a result of the Merger, an SEP unitholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such unitholder’s amount realized and the unitholder’s adjusted tax basis in the SEP common units. The amount of gain or loss recognized by each SEP unitholder in the Merger will vary depending on each unitholder’s particular situation, including the value of the Enbridge common shares and the amount of cash in lieu of fractional shares, if any, received by each unitholder in the Merger, the adjusted tax basis of the SEP common units exchanged by each unitholder in the Merger, and the amount of any suspended passive losses that may be available to a particular unitholder to offset a portion of the gain recognized by the unitholder.

Because the value of any Enbridge common shares received in the Merger will not be known until the Effective Time of the Merger, an SEP unitholder will not be able to determine its amount realized, and therefore its taxable gain or loss, until such time. In addition, because prior distributions in excess of an SEP common unitholder’s allocable share of SEP’s net taxable income decrease such SEP unitholder’s tax basis in its SEP common units, the amount, if any, of such prior excess distributions with respect to such SEP common units will, in effect, become taxable income to an SEP unitholder if the aggregate value of the consideration received in the Merger is greater than such SEP unitholder’s adjusted tax basis in its SEP common units, even if the aggregate value of the consideration received in the Merger is less than such SEP unitholder’s original cost basis in its SEP common units. Furthermore, a portion of this gain or loss, which portion could be substantial, will be separately computed and taxed as ordinary income or loss to the extent attributable to assets giving rise to depreciation recapture or other “unrealized receivables” or to “inventory items” owned by SEP.

For a more complete discussion of certain U.S. federal income tax consequences of the Merger, please read “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [    ].

The U.S. federal income tax treatment of SEP unitholders with respect to owning and disposing of any Enbridge common shares received in the Merger will be different than their U.S. federal income tax treatment with respect to owning and disposing of their SEP common units and dividends paid with respect to Enbridge common shares, which generally will be subject to withholding tax.

SEP is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income taxes. Instead, each SEP unitholder is required to take into account such unitholder’s share of items of income, gain, loss, and deduction of SEP in computing its U.S. federal income tax liability, regardless of whether cash distributions are made to such SEP unitholder by SEP. A distribution of cash by SEP to an SEP unitholder who is a U.S. holder (as defined in the section titled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [    ]) is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the SEP unitholder’s adjusted tax basis in its SEP common units. In contrast, Enbridge is classified as a corporation for U.S. federal income tax purposes, and thus,

35

Enbridge and its subsidiaries (and not the Enbridge shareholders) are subject to taxation on their taxable income. A distribution of cash by Enbridge to a shareholder who is a U.S. holder will generally be included in such U.S. holder’s income as ordinary dividend income to the extent of Enbridge’s current or accumulated “earnings and profits”, as determined under U.S. federal income tax principles. A portion of the cash distributed to Enbridge shareholders by Enbridge after the Merger may exceed Enbridge’s current and accumulated earnings and profits. Cash distributions in excess of Enbridge’s current and accumulated earnings and profits will be treated as a non-taxable return of capital, reducing a U.S. holder’s adjusted tax basis in such shareholder’s Enbridge common shares and, to the extent the cash distribution exceeds such shareholder’s adjusted tax basis, as gain from the sale or exchange of such Enbridge common shares. However, Enbridge does not expect to calculate earnings and profits in accordance with U.S. federal income tax principles. Accordingly, each Enbridge shareholder should expect to generally treat distributions made by Enbridge as dividends.

Dividends paid or credited or deemed to be paid or credited on Enbridge common shares to a Non-Canadian Resident Holder generally will be subject to Canadian withholding tax at a rate of 25% of the gross amount of the dividend, unless the rate is reduced under the provisions of an applicable income tax convention between Canada and the Non-Canadian Resident Holder’s jurisdiction of residence. For example, the rate of withholding tax under the Treaty applicable to a Non-Canadian Resident Holder who is a resident of the United States for purposes of the Treaty, is the beneficial owner of the dividend and is entitled to all of the benefits under the Treaty, generally will be 15%.

Please read “Material U.S. Federal Income Tax Consequences of the Merger” and “Material Canadian Federal Income Tax Consequences of the Merger” for a more complete discussion of certain U.S. and Canadian federal income tax consequences of owning and disposing of Enbridge common shares.

Future changes to U.S., Canadian and foreign tax laws could adversely affect the combined company.

The U.S. Congress, the Canadian House of Commons, the Organization for Economic Co-operation and Development, and other government agencies in jurisdictions where Enbridge and its affiliates do business have been focused on issues related to the taxation of multinational corporations. Specific attention has been paid to “base erosion and profit shifting”, where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the United States, Canada and other countries in which Enbridge and its affiliates do business could change on a prospective or retroactive basis, and any such change could adversely affect the combined company.

Further, there can be no assurance that applicable Canadian income tax laws, regulations or tax treaties will not be changed or interpreted in a manner that is, or that applicable taxing authorities will not take administrative positions that are, adverse to Enbridge and its shareholders. Such taxation authorities may also disagree with how Enbridge calculates or has in the past calculated its income for tax purposes. Any such event could adversely affect Enbridge, its share price or the dividends or other payments to be paid to shareholders of Enbridge.

Risks Relating to Enbridge’s Business

You should read and consider risk factors specific to Enbridge’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of Enbridge’s Annual Report on Form 10-K for the year ended December 31, 2017, and in other documents that are incorporated by reference herein. See the section titled “Where You Can Find More Information” beginning on page [    ] for the location of information incorporated by reference in this consent solicitation/prospectus.

Risks Relating to SEP’s Business

You should read and consider risk factors specific to SEP’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of SEP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and in other documents that are incorporated by reference herein. See the section titled “Where You Can Find More Information” beginning on page [    ] for the location of information incorporated by reference in this consent solicitation/prospectus.

36

INFORMATION ABOUT THE COMPANIES

Enbridge Inc.

200, 425-1st Street S.W.

Calgary, Alberta T2P 3L8, Canada

Phone: 1-403-231-3900

Enbridge is a North American energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation assets. Enbridge delivers an average of 2.9 million barrels of crude oil each day through its Mainline and Express Pipeline, and accounts for approximately 65% of United States-bound Canadian crude oil exports. Enbridge also moves approximately 20% of all natural gas consumed in the United States, serving key supply basins and demand markets. Its regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec and New Brunswick. Enbridge also has interests in more than 1,700 megawatts (MW) of net renewable power generation capacity in North America and Europe. Enbridge has ranked on the Global 100 Most Sustainable Corporations index for the past nine years. Enbridge was incorporated on April 13, 1970 under the Companies Ordinance of the Northwest Territories and was continued under the Canada Corporations Act on December 15, 1987. Enbridge indirectly holds all of the outstanding equity interests of Merger Sub, an indirect wholly owned subsidiary formed in Delaware for the sole purpose of completing the Merger.

Enbridge is a public company and the Enbridge common shares trade on both the TSX and the NYSE under the ticker symbol “ENB”. Enbridge’s principal executive offices are located at 200, 425-1st Street S.W., Calgary, Alberta T2P 3L8, Canada, and its telephone number is 1-403-231-3900.

Additional information about Enbridge can be found on its website at http://www.enbridge.com. The information contained in, or that can be accessed through, Enbridge’s website is not intended to be incorporated into this consent solicitation/prospectus. For additional information about Enbridge, see the section titled “Where You Can Find More Information” beginning on page [    ].

Spectra Energy Partners, LP

5400 Westheimer Court

Houston, Texas 77056

Phone: (713) 627-5400

SEP is a publicly-traded Delaware master limited partnership formed in 2007 that is engaged in the transmission, storage and gathering of natural gas, and the transportation and storage of crude oil, through interstate pipeline systems in the United States and Canada with approximately 16,000 miles of transmission and transportation pipelines, the storage of natural gas in underground facilities with aggregate working gas storage capacity of approximately 170 billion cubic feet (Bcf) and crude oil storage of approximately 5.6 million barrels.

SEP is managed by the General Partner, which is in turn managed by its general partner, GP LLC. GP LLC is indirectly wholly owned by Spectra Energy. Following its 2017 merger with a wholly owned subsidiary of Enbridge, Spectra Energy became a wholly owned subsidiary of Enbridge. As of October 2, 2018, Enbridge, through its ownership of Spectra Energy, owned 83.1% of the outstanding SEP common units.

SEP’s executive offices are located at 5400 Westheimer Court, Houston, Texas 77056 and its telephone number is (713) 627-5400.

Additional information about SEP can be found on its website at https://www.spectraenergypartners.com/. The information contained in, or that can be accessed through, SEP’s website is not intended to be incorporated into this consent solicitation/prospectus. For additional information about SEP, see the section titled “Where You Can Find More Information” beginning on page [    ].

37

Merger Sub

5400 Westheimer Court

Houston, Texas 77056

Phone: (713) 627-5400

Merger Sub, a Delaware limited liability company and an indirect wholly owned subsidiary of Enbridge, was formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into SEP. As a result, SEP will survive the Merger as a wholly owned subsidiary of Enbridge. Upon completion of the Merger, Merger Sub will cease to exist as a separate entity.

Merger Sub’s principal executive offices are located at 5400 Westheimer Court, Houston, Texas 77056, and its telephone number is (713) 627-5400.

The Other Merger Transactions

On September 18, 2018, Enbridge, EEP and EEQ announced that they entered into separate agreements on September 17, 2018, under which Enbridge will acquire all of the outstanding public Class A common units of EEP and all of the outstanding public listed shares of EEQ, respectively, subject to the approval of the holders of the Class A common units of EEP and the listed shares of EEQ, respectively. Under the terms of the EEP merger agreement, EEP public unitholders will receive 0.3350 of an Enbridge common share for each Class A common unit of EEP. Under the terms of the EEQ merger agreement, EEQ public shareholders will receive 0.3350 of an Enbridge common share for each listed Share of EEQ, which is at parity with the exchange ratio in the EEP merger.

Also on September 18, 2018, Enbridge and ENF announced that they entered into the arrangement agreement on September 17, 2018 under which Enbridge will acquire all of the issued and outstanding public common shares of ENF, subject to the approval of ENF shareholders. Under the terms of the arrangement agreement, each common share of ENF will be exchanged for 0.7350 of a common share of Enbridge and cash of C$0.45 per common share of ENF, subject to adjustment for certain dividends declared on the Enbridge common shares and the common shares of ENF.

For more information on the Other Merger Transactions, see the section titled “Where You Can Find More Information” beginning on page [    ].

38

WRITTEN CONSENTS OF HOLDERS OF SEP COMMON UNITS

Record Date; SEP Unitholders Entitled to Consent and Consent Required

The Record Date is [                ]. Only SEP unitholders of record at the close of business on the Record Date will be notified of and be entitled to execute and deliver a written consent with respect to the approval of the Merger Agreement and the Merger. The approval of the Merger Agreement and the Merger by SEP requires the affirmative consent of holders of at least a majority of the outstanding SEP common units. As of the close of business on October 2, 2018, there were 484,896,871 SEP common units issued and outstanding, 402,989,862 of which were owned by Enbridge and its affiliates.

Approval of the Merger Agreement and the Transactions Contemplated Thereby, Including the Merger

Pursuant to the terms of the Merger Agreement, Enbridge and Enbridge (U.S.) Inc., which as of October 2, 2018, together beneficially owned 402,989,862 SEP common units representing approximately 83.1% of the outstanding SEP common units, have irrevocably agreed to deliver, or cause to be delivered, the Enbridge Written Consent within two business days after the effectiveness of the registration statement of which this consent solicitation/prospectus forms a part. The delivery of the Enbridge Written Consent by Enbridge and Enbridge (U.S.) Inc. with respect to the SEP common units that Enbridge and its subsidiaries own will be sufficient to approve the Merger Agreement and the Merger without the receipt of written consent from any other holder of SEP common units.

Submission of Consents

SEP unitholders may consent to the approval of the Merger Agreement and the Merger with respect to their SEP common units by completing, dating and signing the written consent furnished with this consent solicitation/prospectus and returning it to SEP.

If you hold SEP common units as of the Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to SEP. Once you have completed, dated and signed the written consent, you may deliver it to SEP by faxing it to Spectra Energy Partners, LP, Attention: Corporate Secretary, at 713-627-5400, by emailing a .pdf copy of your written consent to USCorporateSecretary@enbridge.com or by mailing your written consent to Spectra Energy Partners, LP at 5400 Westheimer Court, Houston, Texas 77056, Attention: Corporate Secretary. If you do not return your written consent, it will have the same effect as a vote against the approval of the Merger Agreement and Merger.

Upon the later of 20 business days after this consent solicitation/prospectus is sent to SEP unitholders and the date on which a sufficient number of consents to approve the Merger Agreement, and the transactions contemplated thereby, have been received, the consent process will conclude. The delivery of the Enbridge Written Consent with respect to the SEP common units that Enbridge and its subsidiaries own will be sufficient to approve the Merger Agreement and the Merger without the receipt of written consent from any other holder of SEP common units. Enbridge and Enbridge (U.S.) Inc. have irrevocably agreed to deliver, or cause to be delivered, the Enbridge Written Consent within two business days after the effectiveness of the registration statement of which this consent solicitation/prospectus forms a part.

Revocation of Consents

Your consent may be revoked at any time before the later of 20 business days after this consent solicitation/prospectus is sent to SEP unitholders and the date on which the consents of a sufficient number of SEP common units to approve the Merger Agreement and the Merger have been received. If you wish to revoke a previously given consent before that time, you may do so by faxing such revocation to SEP, Attention: Corporate Secretary, at (713) 386-4002, by emailing a .pdf copy of your written consent to USCorporateSecretary@enbridge.com or by mailing your written consent to SEP at 5400 Westheimer Court, Houston, Texas 77056, Attention: Corporate Secretary.

39

Solicitation of Consents

SEP will bear all costs and expenses in connection with the solicitation of written consents from its unitholders, except that Enbridge has agreed to pay all expenses of printing and mailing this consent statement/prospectus and all filing fees payable to the SEC in connection with this consent statement/prospectus. In addition to the solicitation of written consent by mail, SEP will request that banks, brokers and other record holders send written consents and consent materials to the beneficial owners of SEP common units and secure their voting instructions, if necessary. SEP will reimburse the banks, brokers and other record holders for their reasonable expenses in taking those actions. SEP has also made arrangements with D.F. King & Co., Inc. to assist in soliciting written consents and in communicating with SEP unitholders and estimates that it will pay them a fee of approximately US$7,500, plus fees on a per call basis and reasonable out-of-pocket fees and expenses for these services.

Expenses

The expense of preparing, printing and mailing these consent materials is being borne by Enbridge.

40

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this consent solicitation/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Transaction Structure

The Merger Agreement provides that, upon the terms and conditions in the Merger Agreement, and in accordance with the Delaware Limited Liability Company Act (the “DLLCA”) and the DRULPA, at the Effective Time of the Merger, Merger Sub will be merged with and into SEP, with SEP being the surviving entity of the Merger and a wholly owned subsidiary of Enbridge.

Merger Consideration

At the Effective Time, by virtue of the Merger and without any action on the part of the parties, each SEP common unit issued and outstanding immediately prior to the Effective Time (other than the Excluded Units) will be converted into the right to receive Enbridge common shares in exchange for such holder’s SEP common units at the Exchange Ratio.

If the Exchange Ratio would result in an SEP unitholder being entitled to receive, after aggregating all fractional units to which such holder would otherwise be entitled to receive in connection with the Merger and rounding to three decimal places, a fraction of an Enbridge common share, such holder will receive a cash payment (without interest, rounded down to the nearest cent) in lieu of such fractional Enbridge common share in an amount equal to the product obtained by multiplying (i) the amount of the fractional share interest in an Enbridge common share to which such holder would be entitled and (ii) an amount equal to the average of the volume-weighted average price per share of Enbridge common shares on the NYSE (as reported by Bloomberg L.P., or, if not reported therein, in another authoritative source mutually selected by Enbridge and SEP) on the trading day immediately prior to the Effective Time for ten trading days ending on the fifth full business day immediately prior to the Closing Date.

Background of the Merger

The Enbridge Board and senior management of Enbridge, with the assistance of Enbridge’s financial and legal advisors, from time to time review and consider various potential strategic opportunities and alternatives in light of industry, regulatory and economic trends and developments. As part of such review, Enbridge has evaluated potential transactions, including various transactions with respect to its sponsored vehicles, to advance its strategic objective of streamlining Enbridge’s business to create value for Enbridge’s and its sponsored vehicles’ security holders.

On February 27, 2017, Enbridge and Spectra Energy completed their previously announced combination. As a result of this transaction and Spectra Energy becoming a wholly owned subsidiary of Enbridge, Enbridge obtained the ability to control SEP through its indirect ownership of GP LLC, the general partner of the General Partner. Also in connection with this transaction, Enbridge acquired beneficial ownership of the 236,792,888 SEP common units owned at that time by Spectra Energy, which comprised 75.1% of the total outstanding SEP common units.

On November 2, 2017, Enbridge filed with the SEC Amendment No. 1 to the Schedule 13D, filed by Enbridge and certain of its affiliates with the SEC on March 9, 2017 with respect to its investment in SEP (the “SEP Schedule 13D”). Enbridge disclosed in Amendment No. 1 to the SEP Schedule 13D that, as part of its ongoing evaluation of its investment in SEP, and alternatives to that investment, including a potential consolidation, acquisition or sale of assets or SEP common units, or changes to SEP’s capital structure, Enbridge

41

may, from time to time, formulate plans or proposals with respect to such matters and hold discussions with or make formal proposals to the board of directors of the general partner of SEP, other holders of SEP common units or other third parties regarding such matters.

On November 29, 2017, Enbridge announced the finalization of its strategic plan and financial outlook for 2018 through 2020 (the “2018-2020 plan”), including Enbridge’s key objectives of growing organically, minimizing risk and streamlining Enbridge’s business. In connection with such strategic plan, and in order to help reduce SEP’s cost of capital and streamline Enbridge’s capital structure with respect to SEP, Enbridge also announced on November 29, 2017 that it made a formal offer to SEP to convert all of Enbridge’s incentive distribution rights (“IDRs”) and 2% economic general partner interest in SEP owned through the General Partner into a fixed number of additional common units in SEP and a non-economic general partner interest in SEP (the “GP/IDR Transaction”).

On December 22, 2017, the United States implemented U.S. tax reform. The Tax Cuts and Jobs Act (“TCJA”) was signed into law and became enacted for tax purposes. Substantially all of the provisions of the TCJA are effective for taxation years beginning after December 31, 2017. The most significant change included in the TCJA was a reduction in the corporate federal income tax rate from 35% to 21%.

On January 21, 2018, following negotiations between Enbridge and a conflicts committee empaneled by the board of directors of GP LLC to review the GP/IDR Transaction, SEP entered into and consummated an equity restructuring agreement with the General Partner (acting in its individual capacity and not in its capacity as the general partner of SEP), pursuant to which the IDRs and the 2% economic general partner interest in SEP held by the General Partner were converted into (a) 172,500,000 newly issued SEP common units and (b) a non-economic general partner interest in SEP. Following the consummation of the GP/IDR Transaction, Enbridge beneficially owned 83.11% of the total SEP common units outstanding.

On February 15, 2018, SEP disclosed in connection with its quarterly business update that it expected no material impact to cash flows over the 2018-2020 plan timeframe as a result of the TCJA.

On March 15, 2018, the Federal Energy Regulatory Commission (the “FERC”) revised a long-standing policy, announcing in a revised policy statement that it would no longer permit entities organized as master limited partnerships (“MLPs”) to recover an income tax allowance for interstate pipeline assets with cost-of-service rates. The FERC also, among other things, issued a notice seeking comment on how the FERC should address changes related to accumulated deferred income taxes (“ADIT”) (collectively, with the revised policy statement, the “March FERC Announcement”). The trading price of the Enbridge common shares and the SEP common units reacted negatively to the March FERC Announcement, including the price of Enbridge common shares closing 4.9% lower the day of the March FERC Announcement and 4.8% lower three weeks after the day of the March FERC Announcement, and the SEP common units closing 10.8% lower the day of the March FERC Announcement and 16.1% lower three weeks after the day of the March FERC Announcement, in each case, compared to their respective closing prices on the NYSE on the trading day immediately preceding the date of the March FERC Announcement.

On March 16, 2018, Enbridge announced that it was continuing to assess options to mitigate the effects of the March FERC Announcement on Enbridge’s sponsored vehicles, including through the acquisition of all of Enbridge’s sponsored vehicles by Enbridge, but that Enbridge did not expect a material impact to its previously disclosed 2018-2020 consolidated financial guidance as a result of the March FERC Announcement.

Also on March 16, 2018, SEP announced that based on its preliminary assessment of the potential impacts of the March FERC Announcement, it anticipated no immediate impact to its current gas pipeline cost of service rates and therefore to its previously announced 2018 financial guidance, and that any future impacts would only take effect upon the execution and settlement of a rate case. SEP also announced that any unmitigated impacts were not anticipated to materially change SEP’s distributable cash flow outlook beyond 2018.

42

On April 24, 2018, the Enbridge Board held a telephonic meeting to discuss the financial effects of the March FERC Announcement on Enbridge, its sponsored vehicles, and the MLP market more broadly, as well as options with respect to minimizing those effects. Enbridge management highlighted the negative impact of the March FERC Announcement and the decline in the effectiveness of the MLP business model and recommended acceleration of Enbridge’s review of a potential corporate simplification.

Throughout April and May 2018, Enbridge management also developed updated projections for its sponsored vehicles, including extended five-year projections through 2022, in light of the March FERC Announcement and in connection with Enbridge’s review of a potential corporate simplification.

On May 9, 2018, SEP disclosed in connection with its quarterly business update that while many uncertainties remained in regard to the implementation of the March FERC Announcement, if implemented as announced, SEP estimated the unmitigated impact to revenue to be approximately US$110 to US$125 million per year, and while SEP expected no material impact on SEP’s distributable cash flows, any potential impacts to distributable cash flow beyond 2018 would be dependent on the success of mitigation efforts, including the execution of a rate case and final FERC policy implementation.

On May 10, 2018, Enbridge and SEP released their respective quarterly reports for the quarter ended March 31, 2018, which stated, among other things, that the March FERC Announcement was adversely affecting MLPs generally, including SEP, due to both the direct consequences of the changes in FERC policy and possible negative impact on the longer-term availability of capital on attractive terms to SEP.

On May 16, 2018, the Enbridge Board held a telephonic meeting, which was also attended by representatives of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofAML”) and Scotia Capital Inc., financial advisors to Enbridge, and Sullivan & Cromwell LLP (“S&C”) and McCarthy Tétrault LLP, legal advisors to Enbridge, to discuss Enbridge management’s conclusions and recommendations following completion of their review of a potential corporate simplification. Enbridge management noted that the unit and share prices of Enbridge’s sponsored vehicles, including SEP, weakened significantly following the March FERC Announcement, making them an ineffective source of capital for Enbridge, relative to alternative equity sources. Enbridge management also discussed potential alternatives to a buy-in of all of Enbridge’s sponsored vehicles, including maintaining Enbridge’s existing corporate structure or converting the sponsored vehicles into C-corporations for tax purposes but maintaining them as public vehicles. Following a discussion by the Enbridge Board of the potential risks and benefits of a buy-in of Enbridge’s sponsored vehicles and the viability of various alternatives, the Enbridge Board authorized Enbridge management to make an offer to each of its sponsored vehicles to acquire the outstanding public equity securities of the vehicles through separate combination transactions.

On May 17, 2018, representatives of Enbridge delivered a non-binding offer letter to the GP LLC Board proposing that Enbridge acquire all of the outstanding SEP common units not already owned by Enbridge and its affiliates through a merger between SEP and a wholly owned subsidiary of Enbridge (the “Proposed Transaction”), at an exchange ratio of 1.0123 Enbridge common shares for each issued and outstanding publicly held SEP common unit. On the same day, representatives of Enbridge delivered proposals to each of EEP, EEQ and ENF to acquire the outstanding publicly traded equity securities of those sponsored vehicles, at exchange ratios of (a) 0.3083 Enbridge common shares for each issued and outstanding publicly held Class A common unit of EEP; (b) 0.2887 Enbridge common shares for each issued and outstanding publicly held listed share of EEQ; and (c) 0.7029 Enbridge common shares for each issued and outstanding publicly held common share of ENF.

On May 17, 2018, immediately following the delivery of its non-binding offer letter, Enbridge publicly announced that it had made such proposal, as well as proposals with respect to EEP, EEQ and ENF, and that Enbridge believed that both the direct consequences of the March FERC Announcement, as well as the adverse market effects following such announcement, weakened SEP’s value proposition and made it an ineffective and unreliable standalone financing vehicle to support Enbridge’s growth. Enbridge further announced that it

43

believed that, on a standalone basis, SEP would face the cessation of distribution growth and potential reductions in cash distribution to unitholders as early as 2019. On the same day, Enbridge also amended the SEP Schedule 13D and Enbridge’s Schedule 13D filings with the SEC in respect of Enbridge’s investments in EEP and EEQ to disclose its proposals to SEP, EEP and EEQ, respectively.

On May 17, 2018, the GP LLC Board held a telephonic meeting to discuss the offer received from Enbridge, including the need to establish a conflicts committee and the actions the GP LLC Board and such conflicts committee would need to take in coming weeks. Following that discussion, the GP LLC Board determined that J.D. Woodward, Michael G. Morris and Nora Mead Brownell each met the independence requirements for serving on the Conflicts Committee and formally constituted the Conflicts Committee, consisting of Mr. Woodward (Chair), Ms. Brownell and Mr. Morris. The GP LLC Board authorized the Conflicts Committee to, on behalf of SEP, (a) review, evaluate, consider, and negotiate the Proposed Transaction, (b) determine whether or not to approve the Proposed Transaction and, if the Conflicts Committee were to determine it appropriate, provide Special Approval (as defined in the SEP Partnership Agreement) of the Proposed Transaction, (c) make such recommendations to the GP LLC Board as the Conflicts Committee deems appropriate, including whether or not the GP LLC Board should approve the Proposed Transaction, and (d) do all things that may, in the judgment of the Conflicts Committee’s members, be deemed necessary, appropriate or advisable to assist the GP LLC Board in carrying out its responsibilities with respect to the Proposed Transaction.

Throughout the process of negotiating such offer, SEP received communications from certain Unaffiliated SEP Unitholders, which feedback was provided to the Conflicts Committee and its legal and financial advisors and considered by the Conflicts Committee as part of the review process.

On May 17, 2018, Mr. Woodward contacted a representative of Sidley Austin LLP (“Sidley Austin”) to discuss engaging Sidley Austin as legal counsel to represent the Conflicts Committee in connection with its consideration of the Proposed Transaction. On May 18, 2018, Mr. Woodward contacted a representative of Jefferies to discuss engaging Jefferies to advise the Conflicts Committee in connection with its consideration of the Proposed Transaction.

On May 18, 2018, SEP announced the receipt of Enbridge’s offer letter and that it had established the Conflicts Committee to review and consider the Proposed Transaction.

On May 23, 2018, the Conflicts Committee held a telephonic meeting to discuss the selection of legal and financial advisors. The Conflicts Committee, after considering the matter, unanimously approved the engagement of Sidley Austin as its legal advisor in relation to the Proposed Transaction because of Sidley Austin’s knowledge, expertise, and experience with respect to public merger and acquisition transactions and conflicts committee engagements. After the Conflicts Committee discussed Jefferies’ credentials and qualifications, the Conflicts Committee determined that it would be willing to engage Jefferies as its financial advisor in connection with the Proposed Transaction because of Jefferies’ knowledge and experience with respect to public merger and acquisition transactions, particularly transactions involving master limited partnerships, and because of Jefferies’ experience with SEP, including through its role as the financial advisor to the conflicts committee empaneled in connection with the GP/IDR Transaction. The Conflicts Committee also discussed the Morris Litigation. The Conflicts Committee noted that Enbridge had informed them that Friedman Oster & Tejtel PLLC and Grant & Eisenhofer P.A., counsels for the Plaintiff in the Morris Litigation (collectively, with Andrews & Springer LLC, “Plaintiff’s Counsel”), had sent a letter, dated May 18, 2018, regarding the Proposed Transaction to the Conflicts Committee, care of Skadden, Arps, Slate, Meagher & Flom LLP, the defense counsel in the Morris Litigation (“Skadden”), and asked a representative of Sidley Austin to obtain a copy of the letter from Skadden.

On May 29, 2018, the Conflicts Committee held a telephonic meeting to continue its discussion of preliminary matters related to the Proposed Transaction. At the meeting, the Conflicts Committee unanimously approved the engagement of Jefferies as the Conflicts Committee’s financial advisor. The Conflicts Committee also discussed the compensation to be paid to the members of the Conflicts Committee for their work in

44

connection with the Proposed Transaction, expressing a preference to be compensated in the form of SEP common units. On this same date, a representative of Sidley Austin received from a representative of Skadden a copy of the May 18, 2018 letter addressed to the Conflicts Committee regarding the Proposed Transaction and forwarded the letter to the Conflicts Committee.

On June 1, 2018, the Conflicts Committee held a telephonic meeting in which it discussed the May 18, 2018 letter from Friedman Oster & Tejtel PLLC and Grant & Eisenhofer P.A. which asserted that (a) the Plaintiff’s derivative claim was a valuable asset of SEP and (b) Enbridge’s offer of an exchange ratio of 1.0123 Enbridge common shares for each issued and outstanding publicly held SEP common unit was inadequate because it did not provide SEP with any value associated with the derivative claim due to the failure of the offer to include any premium above the trading price of SEP common units. After discussing the letter with a representative of Sidley Austin, the Conflicts Committee determined that it would need to consider what value, if any, to attribute to the derivative claims in the Morris Litigation in connection with its negotiation of the Proposed Transaction. In furtherance thereof, the Conflicts Committee directed the representative of Sidley Austin to request further information from representatives of Skadden and Plaintiff’s Counsel, including by requesting that Skadden and Plaintiff’s Counsel hold telephonic meetings with the Conflicts Committee and/or its advisors.

On June 4, 2018, the directors of the GP LLC Board determined that (a) each member of the Conflicts Committee would receive a grant of SEP common units having a value of US$40,000 based on the closing price of SEP common units on the NYSE on May 16, 2018, the day before Enbridge announced the Proposed Transaction, plus US$1,500 for each related meeting of the Conflicts Committee and an additional US$1,500 for any required travel to Houston, Texas for an in-person meeting, and (b) the Chair of the Conflicts Committee would receive an additional grant of SEP common units having a value of US$40,000 based on the closing price of SEP common units on the NYSE on May 16, 2018. In the event that the Merger is consummated, each member of the Conflicts Committee would receive an additional hourly fee of US$500 for any time spent in connection with any litigation arising out of their service on the Conflicts Committee.

On June 5, 2018, the Conflicts Committee executed an engagement letter with Jefferies.

On June 6, 2018, members of Enbridge management, along with representatives of BofAML, S&C and Enbridge’s tax advisors, conducted an in-person presentation at Enbridge’s office in Houston, Texas, with the Conflicts Committee and representatives of Jefferies and Sidley Austin, to review Enbridge’s proposed terms for the Proposed Transaction, Enbridge’s rationale for pursuing the buy-in of SEP and a summary of certain financial projections for Enbridge and SEP prepared by Enbridge management. Following this presentation and discussion among the attendees, the members of Enbridge management and the representatives of S&C left the meeting. The Conflicts Committee then continued its meeting, in the presence of representatives of Sidley Austin and Jefferies, and discussed the presentation by Enbridge management.

On June 19, 2018, Enbridge provided the Conflicts Committee and its legal and financial advisors with access to an electronic data room in order to disseminate to the Conflicts Committee and its advisors key due diligence materials related to Enbridge, which electronic data room included financial projections with respect to Enbridge and SEP prepared by Enbridge management. From June 19, 2018 until the execution of the Merger Agreement, the Conflicts Committee and its advisors’ due diligence regarding Enbridge and its affiliates involved their review of materials made available in the electronic data room and conference calls between the Conflicts Committee and its advisors and representatives of Enbridge.

Later on June 19, 2018, representatives of Jefferies and BofAML conducted a due diligence call at which representatives of Jefferies, on behalf of the Conflicts Committee, outlined the key outstanding items not included in the initial contents of the electronic data room.

On June 22, 2018, representatives of Jefferies and Sidley Austin, on behalf of the Conflicts Committee, participated in a diligence call with Enbridge management and advisors to Enbridge to discuss the Proposed Transaction’s potential tax impacts to the Unaffiliated SEP Unitholders.

45

On June 28, 2018, the Minnesota Public Utilities Commission approved the issuance of a Certificate of Need and pipeline route for construction of Enbridge’s United States Line 3 Replacement Program in Minnesota (the “Line 3 Approval”). The price of Enbridge common shares closed 4.5% higher the day of the Line 3 Approval and 10.8% higher one week after the day of the Line 3 Approval, and the SEP common units closed 4.9% higher the day of the Line 3 Approval and 10.9% higher one week after the day of the Line 3 Approval, in each case, compared to their respective closing prices on the NYSE on the trading day immediately preceding the date of the Line 3 Approval.

On July 6, 2018, representatives of S&C provided an initial draft of the Merger Agreement to representatives of Sidley Austin. Representatives of Sidley Austin distributed the draft to the Conflicts Committee.

On July 9, 2018, representatives of Jefferies, on behalf of the Conflicts Committee, conducted a follow-up due diligence call with representatives of BofAML and Enbridge management to discuss various macroeconomic and company-specific assumptions utilized in Enbridge’s forecasts.

On the morning of July 17, 2018, the Conflicts Committee held a meeting with representatives of Sidley Austin to review the Conflicts Committee members’ legal duties in connection with, and best practices for, carrying out their evaluation, negotiations and review process in respect of the Proposed Transaction. Representatives of Jefferies then reviewed with the Conflicts Committee Jefferies’ preliminary financial analyses regarding Enbridge’s offer of an exchange ratio of 1.0123 Enbridge common shares for each issued and outstanding publicly held SEP common unit. The Conflicts Committee discussed with its legal and financial advisors its ongoing review of materials relating to the Morris Litigation and subsequently decided to make an initial counteroffer that would reserve any potential additional value that the Conflicts Committee subsequently determined to attribute to the Morris Litigation. The Conflicts Committee then discussed with its advisors the appropriate response to Enbridge’s proposal and, after discussion, the Conflicts Committee directed representatives of Jefferies to return to Enbridge with a counteroffer of an exchange ratio of 1.25 Enbridge common shares for each issued and outstanding publicly held SEP common unit (not accounting for any value that the Conflicts Committee might attribute to the Morris Litigation).

Later on July 17, 2018, representatives of Jefferies, on behalf of the Conflicts Committee, conveyed to representatives of BofAML certain key issues that the Conflicts Committee had identified related to Enbridge’s initial proposal and communicated the Conflicts Committee’s counterproposal of an exchange ratio of 1.25 Enbridge common shares for each issued and outstanding publicly held SEP common unit.

On July 18, 2018, after markets closed, the FERC issued a further order (the “July FERC Announcement”) that (a) dismissed all requests for rehearing of the March FERC Announcement and explained that the March FERC Announcement did not establish a binding rule, but was instead an expression of general policy that the FERC intended to follow in the future; and (b) provided guidance that if an MLP or other tax pass-through pipeline eliminates its income tax allowance from its cost of service pursuant to the March FERC Announcement, then ADIT will similarly be removed from its cost of service and MLP pipelines may also eliminate previously accumulated sums in ADIT instead of flowing ADIT balances back to ratepayers. The price of Enbridge common shares closed 3.0% higher the day after the July FERC Announcement and the SEP common units closed 5.4% higher the day after the July FERC Announcement, in each case, compared to their respective closing prices on the NYSE on the date of the July FERC Announcement.

On July 20, 2018, the Conflicts Committee, with its legal and financial advisors, held a telephonic meeting with representatives of Skadden in the Morris Litigation during which Skadden discussed with the Conflicts Committee and its advisors the current status of the Morris Litigation. The representatives of Skadden also discussed the arguments of the Plaintiff and the defense in the Morris Litigation and discussed what such counsel perceived as the strengths of the defense’s arguments and the weaknesses of the Plaintiff’s arguments.

46

On July 24, 2018, the Conflicts Committee held a telephonic meeting to discuss (a) recent developments stemming from the July FERC Announcement and (b) the draft Merger Agreement. The Conflicts Committee expressed that it wished to hold a telephonic meeting with Enbridge to learn about Enbridge’s most up-to-date regulatory perspective in light of the July FERC Announcement. Representatives of Sidley Austin then reviewed with the Conflicts Committee the draft Merger Agreement received on July 6, 2018 from S&C and possible revisions to the draft Merger Agreement.

On July 26, 2018, the Conflicts Committee held a telephonic meeting at which the Conflicts Committee received a presentation from a representative of Enbridge management regarding the July FERC Announcement, Enbridge’s perspective on the July FERC Announcement (including as applied to SEP) and considerations with respect to SEP regarding its potential filing of a rate case. Separately, representatives of Jefferies informed the Conflicts Committee that they had recently requested, on behalf of the Conflicts Committee, that Enbridge and BofAML provide updated financial information taking into account the July FERC Announcement. In addition, the Conflicts Committee discussed with its advisors whether there would be a need to revise its counteroffer of an exchange ratio of 1.25 Enbridge common shares for each issued and outstanding publicly held SEP common unit in light of the July FERC Announcement and determined that, as long as there was no material change to the projections for SEP, there would be no need to revise its counteroffer.

On July 26, 2018, the Conflicts Committee’s advisors, on behalf of the Conflicts Committee, held a telephonic meeting with representatives of Plaintiff’s Counsel, during which such representatives discussed the current status of the Morris Litigation. Plaintiff’s Counsel also discussed the arguments of the Plaintiff and the defense in the Morris Litigation and discussed what such counsels perceived as the strengths of the Plaintiff’s arguments and the weaknesses of the defense’s arguments.

Later on July 26, 2018, Enbridge provided the Conflicts Committee with updated management projections, taking into account the July FERC Announcement, for SEP on a standalone basis, and on July 27, 2018, Enbridge provided the Conflicts Committee with updated management projections, taking into account the July FERC Announcement, for Enbridge both on a standalone and a pro forma basis, taking into account various scenarios with respect to the Proposed Transaction and the Other Merger Transactions.

On July 27, 2018, Enbridge management and representatives of BofAML held a call with representatives of Jefferies at which Enbridge management discussed with representatives of Jefferies the updated management projections for both SEP and Enbridge that were provided on July 26, 2018 and earlier that day, respectively, which in Enbridge management’s view did not materially differ from the prior sets of projections. Subsequently, representatives of Jefferies and a member of the Conflicts Committee reviewed the updated projections provided by Enbridge management, during which discussion representatives of Jefferies noted that they concurred with Enbridge management’s view regarding the updated projections.

Later on July 27, 2018, representatives of Jefferies, on behalf of the Conflicts Committee, attended a call with members of Enbridge management and BofAML to reiterate the Conflicts Committee’s prior counterproposal of an exchange ratio of 1.25 Enbridge common shares for each issued and outstanding publicly held SEP common unit.

On July 31, 2018 and August 1, 2018, the Enbridge Board held its regular quarterly meeting, where members of management of Enbridge provided an update to the Enbridge Board on the status and timeline of the negotiations with the Conflicts Committee and negotiations regarding the Other Merger Transactions and the July FERC Announcement.

On August 2, 2018, representatives of Sidley Austin and Jefferies attended a call with members of Enbridge management and Enbridge’s tax advisors at which Enbridge’s tax advisors provided incremental information to the representatives of Sidley Austin and Jefferies regarding potential tax impacts of the Proposed Transaction to Unaffiliated SEP Unitholders.

47

On August 2, 2018, in connection with its quarterly business update, SEP announced that, although assessing the near- and long-term implications of the July FERC Announcement would be challenging pending greater clarification from FERC, SEP estimated that the effect of the July FERC Announcement, if implemented as announced, and combined with the impact of the U.S. tax reform, on SEP’s revenue and distributable cash flow would be immaterial and the benefit from changes related to the removal of ADIT from cost of service rates was expected to largely offset the income tax disallowance in cost of service rates.

On the morning of August 3, 2018, in connection with its quarterly business update, Enbridge announced that there were uncertainties with respect to implementation of the July FERC Announcement, including the potential for different outcomes as the result of rate case or customer challenges, and that while there would be varying impacts to each of Enbridge’s sponsored vehicles, on a consolidated basis, Enbridge did not expect a material impact to its results of operations or cash flows over the 2018 to 2020 horizon.

Also on the morning of August 3, 2018, the Conflicts Committee held a telephonic meeting at which the Conflicts Committee received a presentation from representatives of Sidley Austin regarding the Morris Litigation, including a summary and analysis of the positions of the respective counsels and additional materials relating to the litigation, including the respective expert reports. The Conflicts Committee then discussed with its advisors the relative merits of the arguments of the defense and the Plaintiff and deliberated as a committee.

Also on the morning of August 3, 2018, Mr. Mark A. Maki, Senior Vice President, Corporate Planning and Sponsored Vehicles, of Enbridge spoke telephonically with Mr. Woodward to deliver Enbridge’s revised proposal of 1.05 Enbridge common shares for each issued and outstanding publicly held SEP common unit.

Later on August 3, 2018, the Conflicts Committee held a telephonic meeting at which it received a presentation from members of Enbridge management regarding the Line 3 Replacement Program of Enbridge. Additionally, on August 3, 2018, as part of due diligence, representatives of Sidley Austin had a telephonic meeting with S&C and certain in-house lawyers at Enbridge to review due diligence questions with respect to the status of certain litigation and administrative proceedings at Enbridge and SEP, including Enbridge management’s estimates regarding the costs of continuing to litigate the Morris Litigation through its ultimate judicial resolution, assuming that the Proposed Transaction was not consummated and that, as a result, such derivative claim was not extinguished.

On August 4, 2018, the Conflicts Committee, and its legal and financial advisors, and members of Enbridge management and representatives of BofAML and S&C, held a conference call to discuss Enbridge’s latest proposal of an exchange ratio of 1.05 Enbridge common shares for each issued and outstanding SEP common unit. On the call, Enbridge management delivered a presentation to the Conflicts Committee explaining Enbridge’s rationale for offering an exchange ratio of 1.05 Enbridge common shares for each issued and outstanding publicly held SEP common unit. The Conflicts Committee and its advisors asked Enbridge management questions regarding the presentation and expressed dissatisfaction with the offer of 1.05 Enbridge common shares for each issued and outstanding publicly held SEP common unit.

Later on August 4, 2018, the Conflicts Committee held a telephonic meeting with representatives of Jefferies and Sidley Austin at which representatives of Jefferies reviewed with the Conflicts Committee Jefferies’ updated preliminary financial analyses regarding Enbridge’s latest proposal of an exchange ratio of 1.05 Enbridge common shares for each issued and outstanding publicly held SEP common unit. Following discussion, the Conflicts Committee agreed that an exchange ratio of 1.05 Enbridge common shares for each issued and outstanding publicly held SEP common unit was too low and directed Jefferies to inform BofAML of this view and that, in lieu of the Conflicts Committee’s making a counteroffer, the Conflicts Committee requested that Enbridge instead submit an improved offer. The Conflicts Committee then discussed with its advisors the possibility of proposing to add a new condition to closing in the Merger Agreement that SEP obtain a vote of the majority of Unaffiliated SEP Unitholders in favor of the Proposed Transaction (a “majority of the minority vote”). The Conflicts Committee then returned to its discussion with its advisors regarding the Morris Litigation and what value, if any, to assign to such litigation. After further discussion and consultation with its

48

legal and financial advisors, the Conflicts Committee determined that the claims in the Morris Litigation had no value for purposes of valuing SEP in connection with negotiation of the Proposed Transaction other than the benefit that would be received by SEP in avoiding the continuing litigation costs associated therewith due to the extinguishment of the derivative claim upon consummation of the Proposed Transaction (“avoided continuing litigation costs”).

Later on August 4, 2018, Jefferies, on behalf of the Conflicts Committee, communicated the Conflicts Committee’s disappointment with the proposed exchange ratio of 1.05 Enbridge common shares for each issued and outstanding publicly held SEP common unit and indicated that the Conflicts Committee would not be willing to continue engaging with Enbridge unless Enbridge increased its counteroffer.

Between August 4, 2018 and August 14, 2018, Enbridge management and its advisors continued to discuss internally the Conflicts Committee’s refusal to accept an exchange ratio of 1.05 Enbridge common shares for each issued and outstanding publicly held SEP common unit and whether to make an improved offer as the Conflicts Committee had requested.

On August 14, 2018, Mr. Maki called Mr. Woodward to deliver a revised offer of an exchange ratio of 1.065 Enbridge common shares for each issued and outstanding publicly held SEP common unit.

Later on August 14, 2018, the Conflicts Committee held a telephonic meeting with representatives of Jefferies and Sidley Austin at which Jefferies reviewed with the Conflicts Committee Jefferies’ updated preliminary financial analyses regarding Enbridge’s new offer of an exchange ratio of 1.065 Enbridge common shares for each issued and outstanding publicly held SEP common unit. Following discussion with its advisors, the Conflicts Committee determined that, although the offer of an exchange ratio of 1.065 Enbridge common shares for each issued and outstanding publicly held SEP common unit was too low to accept, Enbridge’s offer of 1.065 Enbridge common shares for each issued and outstanding publicly held SEP common unit indicated a willingness on the part of Enbridge to continue to negotiate. Following further discussion with its advisors regarding the best counteroffer that could be made, and taking into consideration statements previously made in the negotiations by Enbridge and BofAML, the Conflicts Committee directed representatives of Jefferies to return to Enbridge and its advisors with a revised offer of an exchange ratio of 1.15 Enbridge common shares for each issued and outstanding publicly held SEP common unit and to suggest adding a majority of the minority vote condition to the Merger Agreement.

Later on August 14, 2018, representatives of Jefferies, on behalf of the Conflicts Committee, delivered to representatives of BofAML a counterproposal of 1.15 Enbridge common shares for each issued and outstanding publicly held SEP common unit.

On August 16, 2018, Mr. Maki called Mr. Woodward to deliver a further revised Enbridge offer of 1.09 Enbridge common shares for each issued and outstanding publicly held SEP common unit. Mr. Maki further clarified that the Enbridge offer assumed that there would be no majority of the minority vote condition. Mr. Maki further noted that Enbridge would ascribe no value to the claims in the Morris Litigation.

Later on August 16, 2018, the Conflicts Committee held a telephonic meeting with representatives of Jefferies and Sidley Austin at which representatives of Jefferies reviewed with the Conflicts Committee Jefferies’ updated preliminary financial analyses regarding Enbridge’s new offer of an exchange ratio of 1.09 Enbridge common shares for each issued and outstanding publicly held SEP common unit. Representatives of Jefferies informed the Conflicts Committee that Enbridge assumed that the proposal would not include a majority of the minority vote condition. Representatives of Sidley Austin then discussed with the Conflicts Committee certain additional comments to be included in a revised draft Merger Agreement. After further discussion with its advisors, the Conflicts Committee determined to make a counteroffer of an exchange ratio of 1.13 Enbridge common shares for each issued and outstanding publicly held SEP common unit, which took into account its determination that the claims in the Morris Litigation had no value to SEP other than the avoided continuing litigation costs. In response to a question raised, representatives of Jefferies noted that such avoided continuing litigation costs were so small in comparison to the total value of SEP that they would not have a meaningful

49

impact on the exchange ratio. The Conflicts Committee then authorized representatives of Jefferies to return to BofAML with a counteroffer of an exchange ratio of 1.13 Enbridge common shares for each issued and outstanding publicly held SEP common unit and to inform them that (a) no majority of the minority vote would be contemplated and, (b) after careful consideration, the Conflicts Committee had determined that the claims in the Morris Litigation had no value to SEP other than the avoided continuing litigation costs. Later on August 16, 2018, representatives of Jefferies, on behalf of the Conflicts Committee, delivered to representatives of BofAML the counterproposal of 1.13 Enbridge common shares for each issued and outstanding publicly held SEP common unit as well as the Conflicts Committee’s position regarding the majority of the minority vote and its determination regarding the value of the Morris Litigation.

On August 17, 2018, Mr. Maki called Mr. Woodward to deliver a further revised Enbridge offer of 1.11 Enbridge common shares for each issued and outstanding publicly held SEP common unit and to convey that this offer was Enbridge’s best and final offer. Representatives of BofAML subsequently called representatives of Jefferies to follow up and reiterate the offer of 1.11 Enbridge common shares for each issued and outstanding publicly held SEP common unit.

On August 17, 2018, the Conflicts Committee held a telephonic meeting with representatives of Jefferies and Sidley Austin at which Jefferies reviewed with the Conflicts Committee Jefferies’ updated preliminary financial analyses regarding Enbridge’s new offer for an exchange ratio of 1.11 Enbridge common shares for each issued and outstanding publicly held SEP common unit. Representatives of Jefferies confirmed that the value associated with the Morris Litigation, which the Conflicts Committee had determined was limited to the avoided continuing litigation costs, was considered in connection with Jefferies’ preliminary financial analyses. In response to a question raised, representatives of Jefferies reiterated that the Morris Litigation would not have a meaningful impact on the exchange ratio because the Conflicts Committee had determined that the avoided continuing litigation costs were so small in comparison to the total value of SEP. After discussion, the Conflicts Committee authorized the representatives of Jefferies to contact BofAML with a counteroffer for an exchange ratio of 1.111 Enbridge common shares for each issued and outstanding publicly held SEP common unit. After further discussion, since the parties were close to reaching agreement on the exchange ratio, the Conflicts Committee instructed representatives of Sidley Austin to send the previously discussed comments to the draft Merger Agreement to S&C for its review. The comments included, among other things, (a) a provision prohibiting Enbridge from eliminating the Conflicts Committee or removing directors serving on the Conflicts Committee prior to the termination or Effective Time, (b) provisions otherwise confirming the ability of the Conflicts Committee to act on behalf of SEP, (c) certain changes to operating covenants and indemnification provisions, and (d) a requirement that Enbridge reimburse SEP for its expenses up to a maximum amount (to be determined) in the event the Merger Agreement was terminated for certain reasons.

Later on August 17, 2018, representatives of Sidley Austin subsequently sent a revised draft of the Merger Agreement to representatives of S&C.

Later on August 17, 2018, representatives of Jefferies, on behalf of the Conflicts Committee, delivered to representatives of BofAML via email a further revised counterproposal of an exchange ratio of 1.111 Enbridge common shares for each issued and outstanding publicly held SEP common unit (other than Excluded Units). Members of Enbridge management and representatives of BofAML subsequently conveyed on August 17, 2018 to representatives of Jefferies that Enbridge accepted the Conflicts Committee’s counterproposal of 1.111 Enbridge common shares for each issued and outstanding publicly held SEP common unit, subject to finalizing definitive documentation and receipt of board approvals with respect to the Proposed Transaction.

On August 21, 2018, representatives of S&C sent a revised draft of the Merger Agreement to Sidley Austin containing revisions S&C had discussed with Enbridge and, shortly thereafter, representatives of S&C sent to Sidley Austin drafts of the disclosure letters to the Merger Agreement. Representatives of Sidley Austin distributed S&C comments to the draft Merger Agreement and draft disclosure letters to the Conflicts Committee.

50

Later on August 21, 2018, representatives of Sidley Austin held a telephonic meeting, as part of due diligence, with members of Enbridge management to discuss questions involving Line 5 of the Enbridge Lakehead System.

On the morning of August 22, 2018, certain in-house lawyers at Enbridge and representatives of S&C and Sidley Austin held a telephonic meeting to discuss the current status of the draft Merger Agreement and determine which outstanding provisions the parties desired to negotiate further, including open issues related to the operating covenants, certain indemnification terms and the Conflicts Committee’s proposal that Enbridge be required to reimburse SEP for its expenses up to a maximum amount (to be specified) in the event the Merger Agreement was terminated for certain reasons. S&C indicated to Sidley Austin that Enbridge would accept the proposed expense reimbursement provision providing that the cap was a reasonable amount. Representatives of Sidley Austin proposed US$4,000,000 subject to confirmation by the Conflicts Committee. The participants also discussed the additional steps necessary prior to the signing of the Merger Agreement.

In the early evening of August 22, 2018, representatives of Sidley Austin sent a revised draft of the Merger Agreement and comments to the draft disclosure letters to S&C and certain in-house lawyers at Enbridge. The revised draft generally reflected resolution of the open points discussed on the call held that morning. Between the evening of August 22, 2018 and the morning of August 23, 2018, representatives of S&C and Sidley Austin continued to exchange drafts of the Merger Agreement and disclosure letters containing minor revisions and updates.

On August 23, 2018, the Enbridge Board, upon due consideration and discussion, unanimously (of those voting) (a) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and (b) approved the issuance of Enbridge common shares in connection therewith.

Also on the morning of August 23, 2018, the Conflicts Committee met with representatives of Sidley Austin and Jefferies to discuss the Proposed Transaction. Representatives of Jefferies noted that the offer of 1.111 Enbridge common shares for each issued and outstanding publicly held SEP common unit improved the originally proposed exchange ratio by 9.8%. Representatives of Jefferies then delivered a presentation to the Conflicts Committee with Jefferies’ financial analyses of the Exchange Ratio. The representatives of Jefferies also confirmed that the value associated with the Morris Litigation, which the Conflicts Committee had determined was limited to the avoided continuing litigation costs, was considered in connection with Jefferies’ financial analyses. Representatives of Sidley Austin then provided a review of legal due diligence completed. Representatives of Sidley Austin then reviewed the Merger Agreement and the comments made on behalf of the Conflicts Committee since the initial draft that had been accepted by S&C and Enbridge, including the requirement that Enbridge reimburse SEP for its expenses up to a maximum amount of US$4,000,000 in the event the Merger Agreement was terminated for certain reasons. The Conflicts Committee then discussed reasons for, negative factors weighing against, and procedural considerations relating to, the Proposed Transaction, a list of which is described under “The Merger—Reasons for Approval by the Conflicts Committee” beginning on page [    ].

Following the Conflicts Committee’s further discussion of the foregoing matters, upon the request of the Conflicts Committee, representatives of Jefferies then rendered Jefferies’ opinion to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies as set forth in its written opinion dated August 23, 2018, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to SEP and to the Unaffiliated SEP Unitholders. The Conflicts Committee then unanimously, (a) determined that the Merger Agreement and the transactions contemplated thereby are fair and reasonable to, and in the best interests of, SEP and the Unaffiliated SEP Unitholders, (b) approved the Merger Agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth in the Merger Agreement, which such approval constituted “Special Approval” under the Partnership Agreement, and (c) recommended that the GP LLC Board approve the Merger Agreement and the transactions contemplated thereby.

51

Later that day, based upon the recommendation of the Conflicts Committee, the GP LLC Board, acting in good faith, unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to, and in the best interests of SEP and the holders of the outstanding SEP common units (other than Enbridge and its affiliates), (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (c) resolved to recommend that the limited partners of SEP approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and directed that the Merger Agreement be submitted to the limited partners for their approval by written consent.

Thereafter, on August 24, 2018, the parties executed the definitive Merger Agreement.

On August 24, 2018, prior to market open, Enbridge and SEP issued a joint press release announcing the Merger.

Recommendation of the Conflicts Committee

On August 23, 2018, the Conflicts Committee, acting in good faith, unanimously determined based upon the facts and circumstances it deemed relevant, reasonable or appropriate, including the advice of its legal and financial advisors, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to, and in the best interests of, SEP and the Unaffiliated SEP Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement. This action of the Conflicts Committee constitutes “Special Approval” of the Merger Agreement and the transactions contemplated thereby, including the Merger, under the SEP Partnership Agreement. The Conflicts Committee recommended that the GP LLC Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

Recommendation of the GP LLC Board

Based upon the recommendation of the Conflicts Committee, the GP LLC Board has, acting in good faith, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to, and in the best interests of, SEP and the Unaffiliated SEP Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement. The GP LLC Board has directed that the Merger Agreement be submitted to the limited partners of SEP for their approval by written consent. The GP LLC Board recommends that the limited partners of SEP approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

Reasons for the Recommendation of the Conflicts Committee

The Conflicts Committee consists of three independent directors: J.D. Woodward, III, Michael G. Morris and Nora Mead Brownell. The GP LLC Board authorized the Conflicts Committee to (i) review, evaluate, consider and negotiate the transaction proposed by Enbridge, (ii) determine whether or not to approve the initial Merger proposal and, if the Conflicts Committee determines it is appropriate, provide Special Approval (as that phrase is defined in the SEP Partnership Agreement) of such transaction, (iii) make such recommendations to the Board as it deems appropriate, including whether or not the Board should approve such transaction, and (iv) do all things that may, in the judgment of its members, be deemed necessary, appropriate or advisable to assist the GP LLC Board in carrying out its responsibilities with respect to such transaction.

The Conflicts Committee retained Sidley Austin LLP as its legal counsel and Jefferies as its financial advisor. The Conflicts Committee oversaw the performance of financial and legal due diligence by its advisors and, with its advisors, conducted an extensive review and evaluation of the transaction proposed by Enbridge, including withholding its approval and maintaining the status quo, and conducted negotiations with Enbridge and its representatives with respect to the Merger Agreement.

52

The Conflicts Committee considered the benefits of the Merger Agreement and the transactions contemplated thereby as well as the associated risks, and on August 23, 2018, acting in good faith, unanimously (i) determined based upon the facts and circumstances it deemed relevant, reasonable or appropriate, including the advice of its legal and financial advisors, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to, and in the best interests of, SEP and the Unaffiliated SEP Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, which approval constituted “Special Approval” under the SEP Partnership Agreement and (iii) recommended that the GP LLC Board approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

Based upon such recommendation, the GP LLC Board, acting in good faith, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair and reasonable to, and in the best interests of SEP and the Unaffiliated SEP Unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and (iii) resolved to recommend that the limited partners of SEP approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and directed that the Merger Agreement be submitted to the limited partners for their approval by written consent.

The Conflicts Committee consulted with its financial and legal advisors and considered many factors in making its determination and approvals, and the related recommendation to the GP LLC Board. The Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and approvals with respect to the Merger, and its related recommendation to the GP LLC Board:

53

54

In addition to the factors described above, the Conflicts Committee also considered a number of factors relating to the procedural safeguards involved in the negotiation of the Merger Agreement, including those discussed below, each of which supported its determination and approvals with respect to the Merger:

55

The Conflicts Committee considered the followings factors to be generally negative or unfavorable in making its determination and approvals with respect to the Merger and the related recommendation to the GP LLC Board:

56

The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the Conflicts Committee considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and recommendation. In addition, each of the members of the Conflicts Committee may have given differing weights to different factors. Overall, the Conflicts Committee believed that the positive factors supporting the Merger outweighed the negative factors it considered.

The explanation of the reasoning of the Conflicts Committee and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors

57

discussed in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages [    ] and [    ], respectively.

Opinion of Jefferies, Financial Advisor to the Conflicts Committee

In June 2018, the Conflicts Committee retained Jefferies to act as its financial advisor in connection with a possible sale, disposition or other business transaction or series of transactions involving all or substantially all of the equity in, or assets of, SEP. In connection with this engagement, the Conflicts Committee requested that Jefferies evaluate the fairness to SEP and to the Unaffiliated SEP Unitholders, from a financial point of view, of the Exchange Ratio set forth in the Merger Agreement. At the meeting of the Conflicts Committee on August 23, 2018, Jefferies rendered its opinion to the Conflicts Committee to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies as set forth in its opinion, the Exchange Ratio set forth in the Merger Agreement was fair, from a financial point of view, to SEP and to the Unaffiliated SEP Unitholders.

The full text of the written opinion of Jefferies, dated as of August 23, 2018, is attached hereto as Annex B. Jefferies’ opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. Jefferies’ opinion was directed to the Conflicts Committee and addresses only the fairness, from a financial point of view, of the Exchange Ratio set forth in the Merger Agreement as of the date of the opinion to SEP and to the Unaffiliated SEP Unitholders. It does not address any other aspects of the Merger and does not constitute a recommendation as to how or whether any SEP unitholder should consent, vote or act with respect to the Merger or any matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Jefferies, among other things:

In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by Enbridge or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of Enbridge that it was not aware of any facts or circumstances that would make such information inaccurate or misleading. In Jefferies’ review, Jefferies did not obtain any independent valuation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physical inspection of any of the properties or facilities of, SEP or Enbridge, nor was Jefferies furnished with any such valuations or appraisals, nor did Jefferies assume any responsibility to obtain any such valuations or appraisals.

58

With respect to the financial forecasts provided to and examined by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. Enbridge informed Jefferies, however, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Enbridge as to the future financial performance of each of SEP and Enbridge. Jefferies expressed no opinion as to such financial forecasts or the assumptions on which they were made.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date of its opinion. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies became aware after the date of its opinion.

Jefferies made no independent investigation of any legal or accounting matters affecting SEP or Enbridge or any of their respective affiliates, and Jefferies assumed the correctness in all respects material to Jefferies’ analysis of all legal, regulatory, accounting and tax advice given to SEP, the General Partner, the GP LLC Board and the Conflicts Committee, including, without limitation, advice as to the legal, regulatory, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to SEP and the holders of SEP common units. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the Merger to Enbridge, or SEP or any holders of SEP common units. Jefferies assumed that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement and without waiver, modification or amendment in any respect material to Jefferies’ analysis or opinion of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that, in the course of obtaining any necessary regulatory or third-party approvals, consents and releases for the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on SEP, Enbridge, any of their respective affiliates or the contemplated benefits of the Merger.

Jefferies was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of SEP or any other alternative transaction.

Jefferies’ opinion was for the use and benefit of the Conflicts Committee (in its capacity as such) in its consideration of the Merger, and Jefferies’ opinion did not address the relative merits of the Merger as compared to any alternative transaction or opportunity that might be available to SEP, nor did it address the underlying business decision by SEP to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. Jefferies’ opinion did not constitute a recommendation as to how or whether any holder of SEP common units should consent, vote or act with respect to the Merger or any matter related thereto. In addition, Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of SEP, other than the Unaffiliated SEP Unitholders. Jefferies expressed no opinion as to what the value of Enbridge common shares would be when issued pursuant to the Merger Agreement or the price at which Enbridge common shares or SEP common units will trade at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors or employees, or any class of such persons, of SEP or any other party to the Merger Agreement in connection with the Merger relative to the Exchange Ratio or otherwise. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies.

In connection with rendering its opinion, Jefferies performed a variety of financial and comparative analyses, which are summarized below. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies’ analyses or the factors considered by Jefferies, without considering

59

all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies’ opinion. In addition, Jefferies may have given various analyses more or less weight than other analyses and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Jefferies’ view of SEP’s or Enbridge’s actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application of Jefferies’ own experience and judgment.

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory, market and other conditions and other matters, many of which are beyond the parties’ and Jefferies’ control. The analyses performed by Jefferies are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the per unit or per share value of the SEP common units or the Enbridge common shares, respectively, do not purport to be appraisals or to reflect the prices at which the SEP common units or the Enbridge common shares, as applicable, may actually be sold or acquired. The analyses performed were prepared solely as part of Jefferies’ analysis of the fairness, from a financial point of view, of the Exchange Ratio to SEP and to the Unaffiliated SEP Unitholders, and were provided to the Conflicts Committee in connection with the delivery of Jefferies’ opinion.

The following is a summary of the material financial and comparative analyses performed by Jefferies in connection with Jefferies’ delivery of its opinion and that were presented to the Conflicts Committee at the meeting on August 23, 2018. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The following summary does not purport to be a complete description of the financial analyses performed by Jefferies and factors considered in connection with Jefferies’ opinion.

Following Jefferies’s presentation to the Conflicts Committee on August 23, 2018 (the “August 23 Presentation”), Jefferies determined that the estimates of dividends per Enbridge common share used in the selected public companies analysis and the discounted cash flow analysis for Enbridge did not reflect the unaudited financial projections regarding Enbridge as set forth in the section titled “Unaudited Financial Projections of Enbridge and SEP” beginning on page [    ]. Jefferies subsequently performed such analyses, as of August 23, 2018, using the estimates of dividends per Enbridge common share as set forth in such unaudited financial projections regarding Enbridge (the “Corrected Estimated Enbridge Dividends”). Such subsequent analyses performed by Jefferies did not address any circumstances, developments or events occurring after August 23, 2018, which is the date of the written opinion of Jefferies, and Jefferies’ opinion set forth in its written opinion was provided only as of such date. Based upon and subject to the foregoing, Jefferies confirmed to the Conflicts Committee that, had Jefferies performed its financial analyses set forth in the August 23 Presentation using the Corrected Estimated Enbridge Dividends, there would have been no change to the conclusion set forth in the written opinion of Jefferies.

Unaudited Financial Projections Provided to Jefferies

Jefferies was provided by Enbridge management with unaudited financial projections regarding Enbridge, SEP and their respective businesses, including unaudited financial projections regarding Enbridge and SEP on a stand-alone basis without giving effect to any of the Other Merger Transactions. Jefferies used such unaudited financial projections in performing certain valuation analyses, as applicable, to imply valuations for each of Enbridge and SEP on a stand-alone basis without giving effect to any of the Other Merger Transactions. For further information regarding such unaudited financial projections regarding Enbridge and SEP on a stand-alone basis, including the terms Enbridge Adjusted EBITDA, SEP Adjusted EBITDA, Enbridge Adjusted Distributable Cash Flow and SEP Distributable Cash Flow referred to in the bullet points below, see the section titled “Unaudited Financial Projections of Enbridge and SEP” beginning on page [    ].

60

For purposes of the financial analyses described in this section:

In calculating implied exchange ratio ranges as reflected in certain of the analyses described below, Jefferies:

Selected Public Companies Analysis

Jefferies performed selected public companies analyses of each of Enbridge and SEP in which Jefferies reviewed publicly available financial, stock market and operating information of Enbridge, SEP and the selected publicly traded companies and partnerships listed below.

In performing a selected public companies analysis of Enbridge, Jefferies reviewed publicly available financial, stock market information and operating information of the following five energy companies (the “Enbridge Selected Companies”) that Jefferies in its professional judgment considered generally relevant to Enbridge for purposes of its financial analyses:

61

In performing a selected public companies analysis of SEP, Jefferies reviewed publicly available financial, stock market information and operating information of the following two partnerships (the “SEP Selected Partnerships,” and together with the Enbridge Selected Companies, the “Selected Companies”) , that Jefferies in its professional judgment considered generally relevant to SEP for purposes of its financial analyses:

For each of the Selected Companies, Jefferies reviewed, among other information, current yields as of August 22, 2018 and estimated yields for calendar year 2019, and estimated enterprise values as a multiple, to the extent publicly available, of estimated Adjusted EBITDA for calendar years 2018 and 2019. Jefferies also reviewed equity values based on closing share prices on August 22, 2018. Estimated financial data of the Selected Companies were based on publicly available research analysts’ estimates and other publicly available information. Estimated financial data of each of Enbridge and SEP were based on Enbridge’s unaudited forecasted financial information and publicly available research analysts’ estimates.

In its analysis, Jefferies derived and compared yields and multiples for Enbridge, SEP and the Selected Companies, as follows: