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or Name
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Enbridge Inc
Symbol ENB
Shares Issued 1,695,000,042
Close 2018-02-27 C$ 42.09
Market Cap C$ 71,342,551,768
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Enbridge's Spectra offers to purchase notes

2018-02-28 09:38 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 an any-and-all cash tender offer for certain debt securities of Spectra Capital. The tender offer consists of offers to purchase for cash the 6.75-per-cent senior unsecured notes, due 2032, and the 7.50-per-cent senior unsecured notes, due 2038, issued by Spectra Capital.

The tender offer is summarized in the associated table and is being made pursuant to an offer to purchase, dated Feb. 28, 2018, which sets forth a more detailed description of the tender offer and can be accessed on-line.

   ANY AND ALL OF THE $279,484,000 (U.S.) IN PRINCIPAL AMOUNT OF THE OUTSTANDING SECURITIES

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

6.75% senior 
unsecured notes due 
2032 (26439RAK2)         US$166,975,000   2.75% UST due Nov. 15, 2047             FIT1   +125 bps
7.50% senior 
unsecured notes due 
2038 (84755TAC1)         US$112,509,000   2.75% UST due Nov. 15, 2047             FIT1   +170 bps
  

The tender offer will expire at 5 p.m. New York time on March 6, 2018, unless extended or earlier terminated. Holders of the notes must validly tender and not validly withdraw their notes prior to or at the expiration date to be eligible to receive the total consideration for such notes.

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 tender offer 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 associated table plus the applicable yield to maturity based on the bidside price of the applicable U.S. Treasury Notes specified in the associated table, calculated as of 11 a.m. New York time on March 6, 2018, 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 settlement date. The settlement date for the tender offer is expected to be promptly after the expiration of the tender offer, and is expected to be March 9, 2018.

The notes may be validly withdrawn at any time prior to or at 5 p.m. New York time on March 6, 2018, 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 tender offer 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.

Spectra Capital has retained J.P. Morgan Securities LLC to serve as the dealer manager for the tender offer. D.F. King & Co. Inc. has been retained to serve as the information agent and the depositary for the tender offer.

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

Questions regarding the tender offer may be directed to: J.P. Morgan Securities LLC at 866-834-4666 (toll-free) or 212-834-3424. The offer to purchase and the notice of guaranteed delivery being provided in connection with the notes may be accessed on D.F. King's website or by calling D.F. King toll-free at 877-783-5524 (bankers and brokers can call collect at 212-269-5550).

On Feb. 22, 2018, Spectra Capital delivered notice to holders of its 5.65-per-cent senior unsecured notes due 2020, of which approximately $163-million (U.S.) in principal is outstanding, and its 3.30-per-cent senior unsecured notes due 2023, of which approximately $498-million (U.S.) in principal is outstanding, that it intends to redeem such series of notes in full. Spectra Capital expects to complete such redemptions on or about March 27, 2018. Spectra Capital's two other remaining series of notes are due in April and July of 2018 and Spectra Capital intends to repay the approximately $390-million (U.S.) in principal that is outstanding on such notes upon maturity. Enbridge's intention remains to not issue any further public securities from Spectra Capital. In addition, financial statements for Spectra Energy Corp, the guarantor of the notes, will not be published or available to holders of the notes.

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. The company safely delivers an average of 2.8 million barrels of crude oil each day through its Mainline and Express pipeline accounts for approximately 65 per cent of American-bound Canadian crude oil exports and moves approximately 20 per cent of all natural gas consumed in the United States, serving key supply basins and demand markets. The company's regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec and New Brunswick. Enbridge also has interests in more than 2,500 megawatts of net renewable generating capacity in North America and Europe.

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