Enbridge Announces Offer By Spectra Energy Capital

CALGARY—Enbridge Inc. (NYSE: ENB), announced Feb. 28 the commencement of an any and all cash tender offer by its wholly-owned subsidiary, Spectra Energy Capital LLC, for certain debt securities of Spectra Capital. The tender offer consists of offers to purchase for cash the 6.75% senior unsecured notes due 2032 and the 7.50% senior unsecured notes due 2038 issued by Spectra Capital (collectively the Notes).

The tender offer is summarized in the table below 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 at the link below.

Any and all of the $279,484,000 in principal amount of the outstanding securities listed below:

The tender offer will expire at 5 p.m. New York City 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 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 (the fixed spread) specified in the table above plus the applicable yield to maturity based on the bidside price of the applicable U.S. Treasury Notes specified in the applicable table above, calculated as of 11 a.m. New York City 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The notes may be validly withdrawn at any time prior to or at 5 p.m. New York City time on March 6, 2018, unless such date and time is extended or earlier terminated by Spectra Capital, but not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 or 212-834-3424. The Offer to Purchase and the notice of guaranteed delivery being provided in connection with the Notes may be accessed at: 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).

On Feb. 22, 2018, Spectra Capital delivered notice to holders of its 5.65% senior unsecured notes due 2020, of which approximately $163 million in principal is outstanding, and its 3.30% senior unsecured notes due 2023, of which approximately $498 million 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 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.