Enbridge Inc. and Enbridge Pipelines Inc. Announce Debt Exchange Proposal

Rhea-AI Summary

Enbridge (NYSE:ENB) and subsidiary Enbridge Pipelines propose a Note Exchange Transaction, swapping all outstanding EPI medium term notes for an equal principal amount of new Enbridge notes with the same financial terms.

EPI seeks 75% noteholder approval by written consent by June 10, 2026, with amendment review fees of $1.50–$5.00 per $1,000 payable if the resolution passes.

Positive

• Exchange offers new Enbridge notes with unchanged financial terms for all EPI Notes
• Amendment review fees of $1.50–$5.00 per $1,000 for supporting holders if approved

Negative

• Note Exchange Transaction subject to 75% approval threshold of EPI Notes
• U.S. holders may face challenges enforcing U.S. securities law claims in Canada

Market Context

This announcement outlines an exchange of EPI medium term note debentures into Enbridge-issued notes...

Analysis

This announcement outlines an exchange of EPI medium term note debentures into Enbridge-issued notes with identical financial terms, governed under Enbridge’s existing trust indenture. It introduces Amendment Review Fees that vary by maturity and requires 75% approval of the aggregate principal amount by set consent and proxy deadlines. Historically, Enbridge’s positive corporate developments have not always produced strong 1-day moves, so investors may focus on execution of the exchange, future debt financing, and ongoing project and earnings delivery.

Key Figures

Consent deadline: 5:00 p.m. (Toronto time) on June 10, 2026 Proxy deadline: 12:00 p.m. (Toronto time) on June 23, 2026 Approval threshold: 75% of aggregate principal amount +5 more

8 metrics

Consent deadline 5:00 p.m. (Toronto time) on June 10, 2026 Deadline for written consents on Note Exchange Resolution

Proxy deadline 12:00 p.m. (Toronto time) on June 23, 2026 Deadline for deposit of proxies for Meeting, if held

Approval threshold 75% of aggregate principal amount Required EPI Noteholder support for Note Exchange Resolution

Amendment fee (shorter maturities) $1.50 per $1,000 principal Amendment Review Fee for EPI Notes maturing 2027–2029

Amendment fee (mid maturities) $3.50 per $1,000 principal Amendment Review Fee for select 2031–2040 EPI Notes

Amendment fee (long maturities) $5.00 per $1,000 principal Amendment Review Fee for 2043–2053 EPI Notes

Highest coupon listed 6.55% EPI Notes due November 17, 2027

Lowest coupon listed 2.82% EPI Notes due May 12, 2031

Historical Context

5 past events · Latest: May 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 08	Q1 2026 results	Positive	-0.7%	Reported strong Q1 earnings, reaffirmed 2026 guidance, and grew secured backlog.
May 06	Annual meeting results	Neutral	-0.4%	Shareholders approved all 12 nominated directors with over 95% support.
May 06	Dividend declaration	Positive	-1.3%	Declared common and preferred share dividends consistent with prior payments.
Apr 24	Pipeline expansion OK	Positive	+1.5%	Received federal approval for the $4B Sunrise Expansion natural gas pipeline project.
Apr 07	Earnings webcast notice	Neutral	+0.2%	Announced webcast and call schedule for Q1 2026 results and business update.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent fundamentally positive announcements often saw modest or negative 1-day moves, indicating a tendency for muted or contrarian reactions to good news.

Recent Company History

Over the last few months, Enbridge highlighted several constructive developments, including strong Q1 2026 results with reaffirmed guidance and a larger secured backlog, board elections with high shareholder support, and continued common and preferred dividends declared for June 1, 2026. It also secured federal approval for the $4 billion Sunrise Expansion Program and held an earnings webcast on May 8, 2026. Despite positive fundamentals, 1-day price reactions were often flat to negative, providing context for interpreting today’s debt exchange proposal.

Key Terms

medium term note, trust indenture, extraordinary resolution, record date, +3 more

7 terms

medium term note financial

"all outstanding series of EPI's medium term note debentures listed below"

Debt securities that act like an IOU from a borrower with a fixed or floating interest payment and a maturity typically between about one and ten years. They matter to investors because they offer a middle ground between short-term cash instruments and long-term bonds—providing predictable income while exposing holders to interest-rate and credit risk; think of them as the middle rungs on a savings ladder that balance yield and time horizon.

trust indenture financial

"governed by Enbridge's existing medium term note trust indenture dated as of October 20, 1997"

A trust indenture is a legal agreement between a company that borrows money and a special bank or trust company that makes sure the company follows its promises. It acts like a rulebook to protect lenders, ensuring the company pays back loans and follows safety rules. This helps investors feel more confident that their money is safe.

extraordinary resolution regulatory

"to pass an extraordinary resolution to approve the Note Exchange Transaction"

A corporate decision that must be approved by a higher-than-normal percentage of shareholder votes (often about three-quarters) rather than a simple majority, used for major actions like altering governing rules, selling the business, or winding up. It matters to investors because it raises the bar for big changes, protecting minority holders from sudden shifts while also making it harder for activists or majority holders to push through plans without broad support — like changing the house rules only if most owners agree.

record date regulatory

"The record date for determining the EPI Noteholders entitled to vote"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

proxy regulatory

"EPI is soliciting consents and proxies from EPI Noteholders, as a single class"

A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.

CUSIP financial

"Coupon | Maturity Date | CUSIP | Amendment Review Fee"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

senior unsecured debt securities financial

"governs Enbridge's other senior Canadian dollar unsecured debt securities"

Debt securities issued by a company that are not backed by specific assets but have priority over other unsecured creditors for repayment if the issuer defaults. Think of them as an IOU that places you ahead of most other unsecured lenders in line for repayment, though behind any secured lenders; they matter to investors because they balance higher priority (and thus lower risk) than subordinated debt with typically lower yields than secured loans.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CALGARY, AB, May 25, 2026 /PRNewswire/ - 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 (per $1,000 principal amount of EPI Notes)
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.

FORWARD-LOOKING STATEMENTS
Forward-looking information, or forward-looking statements, has been included in this news release to provide information about Enbridge and EPI, including statements with respect to: the date and timing of the Meeting, the approval by EPI Noteholders of the Note Exchange Resolution, the completion of the Note Exchange Transaction, the terms of the Enbridge Notes to be issued to EPI Noteholders in exchange for their EPI Notes, the amendment review fees to be paid to EPI Noteholders if the Note Exchange Resolution is approved and the Note Exchange Transaction is completed, and the pursuit or implementation of any transactions or other activities by EPI. This information may not be appropriate for other purposes. Although Enbridge and EPI believe that these forward-looking statements are reasonable based on the information available on the date such statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual result, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material assumptions include assumptions about the approval of the Note Exchange Resolution, the completion of the Note Exchange Transaction and the business and financial strength of Enbridge and EPI.

The forward-looking statements contained herein are subject to risks and uncertainties pertaining to the approval of the Note Exchange Resolution and the completion of the Note Exchange Transaction. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent and Enbridge's and EPI's future course of action depends on management's assessment of all information available at the relevant time. Except to the extent required by applicable law, Enbridge and EPI assume no obligation to publicly update or revise any forward-looking statements made in this news release or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral, attributable to Enbridge, EPI or persons acting on their behalf, are expressly qualified in their entirety by these cautionary statements.

About Enbridge Inc.
At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil and renewable power networks and our growing European offshore wind portfolio. We're investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on more than a century of operating conventional energy infrastructure and two decades of experience in renewable power. We're advancing new technologies including hydrogen, renewable natural gas, and carbon capture and storage. Headquartered in Calgary, Alberta, Enbridge's common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges. To learn more, visit us at enbridge.com.

None of the information contained in, or connected to, Enbridge's website is incorporated in or otherwise forms part of this news release.

About Enbridge Pipelines Inc.
EPI is primarily a transporter of western Canadian and United States crude oil, refined petroleum products and natural gas liquids. Its Canadian Mainline System transports crude oil from western Canada to the Midwest region of the United States and eastern Canada and serves all of the major refining centers in Ontario. EPI also operates the Southern Lights Canada Pipeline, which transports diluent from the Canada/United States border to western Canada, and holds investments in renewable and alternative power generation assets.

FOR FURTHER INFORMATION PLEASE CONTACT:
Media	Investment Community
Toll Free: (888) 992-0997	Toll Free: (800) 481-2804
Email: media@enbridge.com	Email: investor.relations@enbridge.com

View original content:https://www.prnewswire.com/news-releases/enbridge-inc-and-enbridge-pipelines-inc-announce-debt-exchange-proposal-302781142.html

SOURCE Enbridge Inc.

FAQ

What is Enbridge (NYSE:ENB) proposing in the Enbridge Pipelines debt exchange?

Enbridge proposes exchanging all outstanding EPI medium term notes for new Enbridge notes with identical financial terms. According to Enbridge, the new notes will be issued under Enbridge’s existing 1997 Canadian-dollar unsecured medium term note trust indenture.

Which Enbridge Pipelines notes are eligible for the 2026 Note Exchange Transaction?

Eligible notes include multiple EPI series maturing from 2027 to 2053, with coupons between 2.82% and 6.55%. According to Enbridge, each series has a specific amendment review fee per $1,000 of principal if the exchange is approved.

What approval is required for the Enbridge Pipelines Note Exchange Resolution in 2026?

EPI needs written consents from holders of at least 75% of the aggregate principal amount of EPI Notes. According to Enbridge, if this threshold is met by June 10, 2026, the June 25, 2026 noteholder meeting will be cancelled.

When are the key deadlines for Enbridge Pipelines’ 2026 noteholder consent and proxy?

Written consents are due by 5:00 p.m. Toronto time on June 10, 2026, and proxies by noon on June 23, 2026. According to Enbridge, only timely consents and proxies qualify for amendment review fees if the resolution passes.

How much are the amendment review fees in Enbridge’s 2026 EPI Note Exchange?

Amendment review fees range from $1.50 to $5.00 per $1,000 principal amount, depending on the specific EPI note series. According to Enbridge, these fees are only payable if the Note Exchange Resolution is approved.

What should U.S. EPI noteholders know about the Enbridge Note Exchange Transaction?

The new Enbridge notes are offered under a U.S. Securities Act registration exemption and follow Canadian disclosure rules. According to Enbridge, U.S. holders may find it difficult to enforce U.S. securities law claims against Canadian entities and officers.