Enbridge Announces Pricing of Offer by Spectra Energy Capital, LLC to Purchase Notes Due in 2019

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CALGARY, ALBERTA–(Marketwired – July 6, 2017) – Enbridge Inc. (TSX:ENB)(NYSE:ENB) (Enbridge or the Company) announced today the consideration to be paid in the previously announced cash tender offer (the Offer) by its wholly-owned subsidiary, Spectra Energy Capital, LLC (Spectra Capital) for any and all of Spectra Capital’s outstanding 8.00% senior unsecured notes due 2019 (the Notes). The Offer will expire at 5:00 p.m. New York City time, today, July 6, 2017, unless extended.

The applicable reference yield, repurchase yield and total consideration for the Notes are detailed in the table below:

Security
(CUSIP No.)
Initial Principal
Amount
U.S.
Treasury
Reference
Security
Reference
Yield
Fixed
Spread
Repurchase
Yield
Total
Consideration
(per $1,000
principal amount of Notes)
8.0% senior unsecured notes due 2019 (26439RAH9) US$500,000,000 1.00% UST due 09/30/2019 1.457% +25 bps 1.707% $1,137.28

Upon consummation of the Offer, Spectra Capital will pay total consideration of $1,137.28 for each $1,000 principal amount of Notes tendered and accepted for payment, plus accrued and unpaid interest up to, but not including, July 7, 2017 (the expected settlement date), under the Offer. The total consideration was calculated in the manner described in the Offer to Purchase, dated June 27, 2017 (the Offer to Purchase), by reference to a fixed spread specified in the table above plus the yield to maturity based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 11:00 a.m. New York City time on July 6, 2017.

To receive such consideration, holders of Notes must validly tender and not validly withdraw their Notes or timely comply with the guaranteed delivery procedures set forth in the Offer to Purchase prior to the expiration of the Offer. Notes tendered may be withdrawn at any time prior to the expiration of the Offer, by following the procedures described in the Offer to Purchase. Holders of Notes are urged to read the Offer to Purchase carefully before making any decision with respect to the Offer.

J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as dealer managers for the Offer. D.F. King & Co., Inc. is acting as the tender and information agent for the Offer.

Questions regarding the Offer may be directed to: J.P. Morgan Securities LLC 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 Notes may be accessed at the following link: http://www.dfking.com/spectra or obtained from D.F. King & Co., Inc., free of charge, by calling toll-free at (877) 783-5524 (bankers and brokers can call collect at 212-269-5550).

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 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. 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 US$1,100,000,000. Enbridge anticipates closing such an offering on July 7, 2017. Enbridge’s current intention is to not issue any further public securities from Spectra Capital.

This news release shall not be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell any of the Notes or any other securities. Spectra Capital, subject to applicable law, may amend, extend or terminate the Offers and may postpone the acceptance for purchase of, and payment for, the Notes so tendered. The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Spectra Capital, Enbridge, the dealer managers, the information agent or the depositary makes any recommendations as to whether holders of the Notes should tender their Notes pursuant to the Offers.

Forward-Looking Statements

Forward-looking information, or forward-looking statements, has been included in this news release to provide information about the Company and its subsidiaries (including Spectra Capital). 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 this news release include, but are not limited to, the expiration and settlement date of the Offer, the date up to which tendered Notes can be withdrawn, the closing of one or more offerings of senior unsecured notes by the Company, and Enbridge’s intention not to issue any further public securities from Spectra Capital.

Although the Company believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of assumptions, risks and uncertainties pertaining, but not limited to, the completion of the Offer; the offering of the senior unsecured notes; financial strength and flexibility; debt and equity market conditions; economic and competitive conditions; and exchange, inflation and interest rates. A further discussion of the risks and uncertainties facing the Company can be found in the Company’s filings with Canadian and United States securities regulators. While the Company makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Except as may be required by applicable securities laws, the Company assumes no obligation to publicly update or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.

About Enbridge Inc.

Enbridge Inc. 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, and accounts for nearly 64% of U.S.-bound Canadian crude oil production, and moves approximately 20% of all natural gas consumed in the U.S. serving key supply basins and demand markets. The Company’s regulated utilities serve approximately 3.5 million retail customers in Ontario, Quebec, New Brunswick and New York State. Enbridge also has a growing involvement in electricity infrastructure with interests in more than 2,500 MW of net renewable generating capacity, and an expanding offshore wind portfolio in Europe. The Company has ranked on the Global 100 Most Sustainable Corporations index for the past eight years; its common shares trade on the Toronto and New York stock exchanges under the symbol ENB.

Life takes energy and Enbridge exists to fuel people’s quality of life. For more information, visit www.enbridge.com.

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