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Enbridge Inc
Symbol ENB
Shares Issued 1,638,650,944
Close 2017-06-27 C$ 52.75
Market Cap C$ 86,438,837,296
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Enbridge's Spectra begins cash tender offers for notes

2017-06-27 09:15 ET - News Release

Ms. Suzanne Wilton reports

ENBRIDGE ANNOUNCES OFFER BY SPECTRA ENERGY CAPITAL LLC TO PURCHASE DEBT SECURITIES

Enbridge Inc.'s wholly owned subsidiary, Spectra Energy Capital LLC, has commenced cash tender offers for the debt securities of Spectra Capital. The tender offers consist of offers to purchase for cash the following securities issued by Spectra Capital:

  1. Any and all of the 8 per cent senior unsecured notes due 2019;
  2. Up to $600-million (U.S.) in aggregate principal amount of the 7.5 per cent senior unsecured notes due 2038, the 6.75 per cent unsecured notes due 2032, the 6.75 per cent senior unsecured notes due 2018, the 6.2 per cent unsecured notes due 2018, the 5.65 per cent unsecured notes due 2020 and the 3.3 per cent unsecured notes due 2023.

The offers are summarized in the attached tables and are being made pursuant to an offer to purchase dated June 27, 2017, which sets forth a more detailed description of the offers. The maximum tender offer is subject to the acceptance priority levels noted in the second table.

                    ANY AND ALL OF THE $500-MILLION (U.S.) OF THE INITIAL
                        PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES

Security           Initial principal        U.S. Treasury    Bloomberg reference    Fixed spread
(Cusip No.)                   amount   reference security                   page 

8.00% senior 
unsecured 
notes due 2019                                  1.00% UST
(26439RAH9)           US$500,000,000    due Sept. 9, 2019                   FIT5          +25 bp   

                               UP TO $600-MILLION (U.S.) IN AGGREGATE 
                         PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES LISTED   

Security          Initial principal     Acceptance        U.S. Treasury    Bloomberg      Fixed    Early tender  
(Cusip No.)                  amount       priority            reference    reference     spread         payment
                                             level             security         page                      (a)(b)
7.50% senior
unsecured  
notes due 2038                                                3.00% UST
(84755TAC1)          US$250,000,000              1    due Feb. 15, 2047         FIT1    +215 bp             $30
6.75% senior 
unsecured  
notes due 2032                                                3.00% UST
(26439RAK2)          US$240,000,000              2    due Feb. 15, 2047         FIT1    +175 bp             $30
6.75% senior 
unsecured  
notes due 2018                                                1.25% UST
(26439RAC0)          US$150,000,000              3     due May 31, 2019         FIT1     +35 bp             $30
6.20% senior 
unsecured  
notes due 2018                                                0.75% UST
(84755TAA5)          US$500,000,000              4   due April 15, 2018         FIT3     +40 bp             $30
5.65% senior 
unsecured  
notes due 2020                                                1.50% UST
(84755TAD9)          US$300,000,000              5    due June 15, 2020         FIT1     +65 bp             $30
3.30% senior 
unsecured  
notes due 2023                                                1.75% UST
(84755TAE7)          US$650,000,000              6     due May 31, 2022         FIT1    +140 bp             $30

(a) Per $1,000 (U.S.) principal amount 
(b) The total consideration (as defined herein) for maximum tender offer notes validly tendered 
prior to or at the early tender date (as defined as follows) and accepted for purchase is 
calculated using the applicable fixed spread (as defined herein) and is inclusive of the early 
tender payment. The total consideration is subject to the aggregate maximum repurchase amount 
and proration in accordance with the acceptance priority levels, as more fully set forth in the 
offer to purchase (as defined herein).

The any-and-all tender offer will expire at 5 p.m. New York time on July 6, 2017, unless extended or earlier terminated. Holders of the any-and-all notes must validly tender and not validly withdraw their any and all notes prior to or at the any-and-all tender expiration date to be eligible to receive the total consideration for such any and all notes.

The maximum tender offer will expire at 12 a.m. New York time on July 25, 2017 (one minute after 11:59 p.m. New York time on July 25, 2017), unless extended or earlier terminated. Holders of the maximum tender offer notes must validly tender and not validly withdraw their maximum tender offer notes prior to or at 5 p.m. New York time on July 11, 2017, unless extended or terminated earlier, to be eligible to receive the total consideration for such maximum tender offer notes, which is inclusive of an amount in cash equal to the applicable amount set forth in the second table under the heading "early tender payment." Holders of the maximum tender offer notes who validly tender their maximum tender offer notes after the early tender date but prior to or at the maximum tender expiration date will be eligible to receive the total consideration for such maximum tender offer notes less the amount of the early tender payment.

Spectra Capital will allocate the aggregate maximum repurchase amount to purchase maximum tender offer notes. All maximum tender offer notes tendered prior to or at the early tender date will be accepted based on the acceptance priority levels noted in the second table and will have priority over maximum tender offer notes tendered after the early tender date, regardless of the acceptance priority levels of the maximum tender offer notes tendered after the early tender date. Subject to applicable law, Spectra Capital may increase or decrease the amounts of cash available for purchase of any of the maximum tender offer notes in its sole discretion.

The applicable consideration payable for each $1,000 (U.S.) principal amount of notes of each series validly tendered and accepted for payment pursuant to the offers will be determined in the manner described in the offer to purchase by reference to the applicable fixed spread for such note specified in the table plus the applicable yield to maturity based on the bid-side price of the applicable U.S. Treasury notes specified in the applicable table, calculated as of 11 a.m. New York time on July 6, 2017, in the case of the any-and-all tender offer and at 11 a.m. New York time on July 12, 2017, in the case of the maximum tender offer, in each case unless extended or terminated earlier. In addition to the total consideration, Spectra Capital will also pay accrued and unpaid interest on notes purchased up to, but not including, the applicable settlement date. The settlement date for the any-and-all offer is expected to be promptly after the expiration of the any-and-all offer, which is expected to be July 7, 2017. The settlement date for the maximum tender offer notes validly tendered and accepted for payment on the early tender date is expected to be promptly after the early tender date, which is expected to be July 13, 2017. The settlement date for the maximum tender offer notes validly tendered and accepted for payment after the early tender date is expected to be promptly after the expiration of the maximum tender offer, which is expected to be July 26, 2017.

The any-and-all notes may be validly withdrawn at any time prior to or at 5 p.m. New York time on July 6, 2017, unless such date and time is extended or earlier terminated by Spectra Capital, but not thereafter. The maximum tender offer notes may be validly withdrawn at any time prior to or at 5 p.m. New York time on July 11, 2017, unless such date and time is extended or earlier terminated by Spectra Capital, but not thereafter.

The obligation of Spectra Capital to accept for purchase and to pay the total consideration and the accrued and unpaid interest on notes purchased pursuant to the offers is not subject to any minimum tender condition, but is subject to satisfaction or waiver of certain other conditions described in the offer to purchase. These conditions include Enbridge's having closed, on terms and conditions satisfactory to Enbridge, one or more offerings of senior unsecured notes in an aggregate principal amount of not less than $1.1-billion (U.S.). Enbridge is commencing such an offering concurrently with the offers. Enbridge's current intention is to not issue any further public securities from Spectra Capital.

Spectra Capital has retained J.P. Morgan Securities LLC and Citigroup Global Markets Inc. to serve as dealer managers for the offers. D.F. King & Co. Inc. has been retained to serve as the information agent and the depositary for the offers.

Holders of the notes are urged to carefully read the offer to purchase before making any decision with respect to the offers.

Questions regarding the offers may be directed to J.P. Morgan Securities at 866-834-4666 (toll-free) or 212-834-3424 or Citigroup Global Markets Inc. at 800-558-3745 (toll-free) or 212-723-6106. The offer to purchase and the notice of guaranteed delivery being provided in connection with the any-and-all notes may be accessed on D.F. King's website or obtained from D.F. King & Co., free of charge, by calling toll-free at 877-783-5524 (bankers and brokers can call collect at 212-269-5550).

About Enbridge Inc.

Enbridge is North America's premier 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.

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