Enbridge Inc. and Enbridge Pipelines Inc. Announce Debt Exchange Proposal
Press Release
CALGARY, AB, May 25, 2026 – Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge) and its wholly owned subsidiary Enbridge Pipelines Inc. (EPI) today announced that they are seeking the approval of the holders (EPI Noteholders) of all outstanding series of EPI’s medium term note debentures listed below (EPI Notes) to exchange all outstanding EPI Notes for an equal principal amount of newly issued medium term notes of Enbridge (Enbridge Notes), having financial terms that are the same as the financial terms of the EPI Notes (the Note Exchange Transaction). The Enbridge Notes will be governed by Enbridge’s existing medium term note trust indenture dated as of October 20, 1997, as amended and supplemented, which governs Enbridge’s other senior Canadian dollar unsecured debt securities.
The Note Exchange Transaction is being proposed to give EPI flexibility to operate its business , while also delivering a range of operational, structural and capital markets benefits to EPI, Enbridge and the EPI Noteholders. Please see EPI’s management information circular and consent solicitation statement dated May 25, 2026 (the Circular) for additional information regarding the Note Exchange Transaction, including the rationale for the Note Exchange Transaction.
EPI is soliciting consents and proxies from EPI Noteholders, as a single class, to pass an extraordinary resolution to approve the Note Exchange Transaction (the Note Exchange Resolution).
The deadline for the submission of written consents is 5:00 p.m. (Toronto time) on June 10, 2026, unless extended by EPI in its sole discretion (the Consent Deadline).
The deadline for deposit of proxies for the Meeting (as defined below), if held, is 12:00 p.m. (Toronto time) on June 23, 2026, unless the Meeting is adjourned or postponed (the Proxy Deadline).
If EPI Noteholders holding not less than 75% of the aggregate principal amount of the EPI Notes deliver valid written consents in favor of the Note Exchange Resolution by the Consent Deadline, the Note Exchange Resolution will be passed by written consent and the meeting of EPI Noteholders scheduled for 10:00 a.m. (Calgary time) / 12:00 p.m. (Toronto time) on June 25, 2026, to be held in Calgary, Alberta, to approve the Note Exchange Resolution (the Meeting) will be cancelled.
The following EPI Notes will be eligible to participate in the Note Exchange Transaction:
|
Coupon |
Maturity Date |
CUSIP |
Amendment Review Fee |
|
6.55 % |
NOVEMBER 17, 2027 |
46065ZAE7 |
$1.50 |
|
6.05 % |
FEBRUARY 12, 2029 |
29250ZAC2 |
$1.50 |
|
3.52 % |
FEBRUARY 22, 2029 |
29250ZAX6 |
$1.50 |
|
6.50 % |
JUNE 11, 2029 |
29250ZAD0 |
$1.50 |
|
2.82 % |
MAY 12, 2031 |
29250ZAZ1 |
$3.50 |
|
5.08 % |
DECEMBER 19, 2036 |
29250ZAG3 |
$3.50 |
|
5.35 % |
NOVEMBER 10, 2039 |
29250ZAJ7 |
$3.50 |
|
5.33 % |
APRIL 6, 2040 |
29250ZAM0 |
$3.50 |
|
4.55 % |
AUGUST 17, 2043 |
29250ZAR9 |
$5.00 |
|
4.55 % |
SEPTEMBER 29, 2045 |
29250ZAU2 |
$5.00 |
|
4.13 % |
AUGUST 9, 2046 |
29250ZAW8 |
$5.00 |
|
4.33 % |
FEBRUARY 22, 2049 |
29250ZAY4 |
$5.00 |
|
4.20 % |
MAY 12, 2051 |
29250ZBA5 |
$5.00 |
|
5.82 % |
AUGUST 17, 2053 |
29250ZBB3 |
$5.00 |
The record date for determining the EPI Noteholders entitled to vote on the Note Exchange Transaction has been set as the close of business (Toronto time) on May 20, 2026.
If the Note Exchange Resolution is approved via written consent or at the Meeting, EPI Noteholders that have validly provided their written consent and proxy by the applicable deadline will receive the applicable amendment review fees (Amendment Review Fees) as noted in the table above and described in the Circular. No amendment review fee will be payable to EPI Noteholders unless the Note Exchange Resolution is approved.
EPI reserves the right to extend or modify the Consent Deadline at any time in its sole discretion. In the event that the Consent Deadline is extended and the required 75% approval threshold for the Note Exchange Resolution is achieved prior to the Proxy Deadline, EPI will cancel the Meeting. In such circumstances, EPI Noteholders may have minimal notice that the Meeting has been cancelled. Accordingly, EPI Noteholders should submit elections with respect to the Note Exchange Resolution as soon as possible, and prior to the Consent Deadline of 5:00 p.m. (Toronto time) on June 10, 2026, to be assured of their entitlement to Amendment Review Fees.
BMO Nesbitt Burns Inc. (BMO Capital Markets) is the Solicitation Agent for the Note Exchange Transaction, Computershare Investor Services Inc. is retained as the Tabulation Agent and Sodali & Co. is retained as the Information Agent.
Copies of the Circular and any other proxy and consent solicitation materials may be obtained free of charge upon request made to the Information Agent by calling toll free in North America at 1-833-830-9927 (1-289-695-3075 by collect call) or by email at assistance@investor.sodali.com. They may also be accessed electronically on EPI’s profile on SEDAR+ at www.sedarplus.com and by written request to 200, 425 – 1st Street S.W., Calgary, Alberta, T2P 3L8, Attn: Investor Relations, or by sending an email to corporatesecretary@enbridge.com.
Questions concerning the Meeting and the Note Exchange Transaction should be directed to BMO Capital Markets by telephone at 1-416-359-6359 or toll-free at 1-833-418-0762 or by email at liabilitymanagement@bmo.com.
NOTICE TO EPI NOTEHOLDERS IN THE UNITED STATES
The Enbridge Notes to be issued in connection with the Note Exchange Transaction have not been registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) and are being issued pursuant to an exemption from the registration requirements of the U.S. Securities Act provided by Rule 802 thereunder.
The Note Exchange Transaction described in this press release is made for the securities of a Canadian corporation. The Note Exchange Transaction is subject to the disclosure requirements of Canada, and EPI Noteholders in the United States (U.S. EPI Noteholders) should be aware that the foregoing disclosure requirements are different from those of the United States.
It may be difficult for U.S. EPI Noteholders to enforce their rights and any claims U.S. EPI Noteholders may have arising under U.S. federal securities laws, since EPI and Enbridge are located in Canada, and many of their officers and directors are residents of Canada. U.S. EPI Noteholders may not be able to sue a Canadian corporation or its officers or directors in a Canadian court for violations of U.S. securities laws. It may be difficult to compel a Canadian corporation and its affiliates to subject themselves to a U.S. court’s judgment.
U.S. EPI Noteholders should be aware that, prior to the consummation of the Note Exchange Transaction, EPI, Enbridge or their respective affiliates, directly or indirectly, may bid for or make purchases of EPI Notes or certain related securities, as permitted by applicable laws and regulations of the United States or Canada or its provinces or territories.
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FOR FURTHER INFORMATION PLEASE CONTACT: |
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Media |
Investment Community |
|
Toll Free: (888) 992-0997 |
Toll Free: (800) 481-2804 |
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Email: media@enbridge.com |
Email: investor.relations@enbridge.com |
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