Emera (EMA) sells US$750M in 2056 junior subordinated reset-rate notes
Rhea-AI Filing Summary
Emera Incorporated completed a US$750 million junior subordinated notes financing through its indirect subsidiary, Emera Finance, LLC. The issuance consists of US$375 million of 6.650% Series A notes and US$375 million of 6.850% Series B notes, both maturing on October 1, 2056, with fixed-to-fixed reset coupons after October 1, 2031 and floors at their initial rates. The notes are unsecured, subordinated, and fully and unconditionally guaranteed by Emera and Emera US Holdings Inc. Interest is payable semi-annually starting October 1, 2026, and the issuer may defer interest for up to 20 consecutive semi-annual periods. Emera intends to use the net proceeds for general corporate purposes, including repayment of existing indebtedness.
Positive
- None.
Negative
- None.
Insights
Emera adds long-dated hybrid-like debt to support funding flexibility.
Emera, via Emera Finance, LLC, raised US$750 million in junior subordinated notes split evenly between 6.650% Series A and 6.850% Series B tranches due 2056. Both are unsecured, deeply subordinated obligations with guarantees from Emera and Emera US Holdings Inc.
The notes carry fixed coupons until October 1, 2031, then reset every five years to the Five-year U.S. Treasury rate plus respective spreads, but with rate floors at the initial coupons. The issuer can defer interest for up to 20 consecutive semi-annual periods, features that often lead rating agencies to treat such instruments partly as equity.
Emera plans to use net proceeds for general corporate purposes, including repaying existing debt. The transaction extends the company’s maturity profile and may support balance sheet flexibility, though it introduces long-dated subordinated obligations with relatively high fixed coupons until the first reset date.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2026
Commission File Number: 001-42631
Emera Incorporated
(Exact name of registrant as specified in its charter)
5151 Terminal Road
Halifax NS B3J 1A1
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
This report on Form 6-K, except for Exhibit 99.1 hereto, shall be deemed to be filed and incorporated by reference in the Registration Statements (as defined herein) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
On March 23, 2026, Emera US Finance, LLC (the “Issuer”) completed an offering of US$375,000,000 aggregate principal amount of its 6.650% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (the “Series A Notes”) and US$375,000,000 aggregate principal amount of its 6.850% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056 (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The Notes are fully and unconditionally guaranteed by Emera Incorporated (“Emera”) and Emera US Holdings Inc. (“EUSHI”, and together with Emera, the “Guarantors”). EUSHI is an indirect wholly-owned subsidiary of Emera and the Issuer is an indirect, wholly-owned subsidiary of Emera.
The Notes were sold pursuant to an underwriting agreement dated March 17, 2026 (the “Underwriting Agreement”) among the Issuer, the Guarantors and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The Notes were issued pursuant to an indenture, dated as of March 23, 2026 (the “Base Indenture”), as supplemented by a first supplemental indenture establishing the terms of the Series A Notes and the related Guarantees, dated as of March 23, 2026 (the “First Supplemental Indenture”) and a second supplemental indenture establishing the terms of the Series B Notes and the related Guarantees, dated as of March 23, 2026 (the “Second Supplemental Indenture”, and together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), with Equiniti Trust Company, LLC as trustee (the “Trustee”). The Notes were offered pursuant to registration statements on Form F-3 (File Nos. 333-294017-01 and 333-294017-02) filed by the Issuer and EUSHI with the Securities and Exchange Commission on March 4, 2026 (the “Form F-3 Registration Statement”) and Form F-10 (File No. 333-294020) filed by Emera with the Securities Exchange Commission on March 4, 2026 (the “Form F-10 Registration Statement”, and together with the Form F-3 Registration Statement, the “Registration Statements”).
The Series A Notes bear interest (i) from and including March 23, 2026 to but excluding October 1, 2031 (the “Series A First Reset Date”), at the rate of 6.650% per annum and (ii) from and including the Series A First Reset Date, during each Series A Reset Period (as defined in the Indenture), at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the Indenture) as of the most recent Series A Reset Interest Determination Date (as defined in the Indenture), plus a spread of 2.866% to be reset on each Series A Reset Date (as defined in the Indenture); provided, that the interest rate during any Series A Reset Period will not reset below 6.650% (which equals the initial interest rate on the Series A Notes). Interest is payable on April 1 and October 1 of each year, commencing on October 1, 2026. The Issuer may defer interest payments during one or more deferral periods for up to 20 consecutive semi-annual interest payment periods as described in the Indenture. The Notes will mature on October 1, 2056, unless earlier redeemed. The Notes are unsecured and subordinated obligations of the Issuer. The Guarantees are unsecured and subordinated obligations of the Guarantors.
The Series B Notes bear interest (i) from and including March 23, 2026 to but excluding October 1, 2031 (the “Series B First Reset Date”), at the rate of 6.850% per annum and (ii) from and including the Series B First Reset Date, during each Series B Reset Period (as defined in the Indenture), at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the Indenture) as of the most recent Series B Reset Interest Determination Date (as defined in the Indenture), plus a spread of 2.648% to be reset on each Series B Reset Date (as defined in the Indenture); provided, that the interest rate during any Series B Reset Period will not reset below 6.850% (which equals the initial interest rate on the Series B Notes). Interest is payable on April 1 and October 1 of each year, commencing on October 1, 2026. The Issuer may defer interest payments during one or more deferral periods for up to 20 consecutive semi-annual interest payment periods as described in the Indenture. The Notes will mature on October 1, 2056, unless earlier redeemed. The Notes are unsecured and subordinated obligations of the Issuer. The Guarantees are unsecured and subordinated obligations of the Guarantors.
The preceding is a summary of the terms of the Underwriting Agreement, the Indenture and the Notes, and is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1, the Base Indenture attached hereto as Exhibit 4.1, the First Supplemental Indenture attached hereto as Exhibit 4.2, the Second Supplemental Indenture attached hereto as Exhibit 4.4, the form of the Series A Notes attached hereto as Exhibit 4.3 and the form of the Series B Notes attached hereto as Exhibit 4.5, each of which is incorporated herein by reference as though they were fully set forth herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EMERA INCORPORATED | ||||||
| Date: March 23, 2026 | By: | /s/ Brian C. Curry | ||||
| Name: Brian C. Curry | ||||||
| Title: Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated March 17, 2026, between the Issuer, the Guarantors and the underwriters party thereto | |
| 4.1 | Base Indenture, dated as of March 23, 2026, among the Issuer, the Guarantors and Equiniti Trust Company, LLC., as trustee | |
| 4.2 | First Supplemental Indenture relating to the 6.650% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, dated as of March 23, 2026, among the Issuer, the Guarantors and Equiniti Trust Company, LLC., as trustee | |
| 4.3 | Form of Global Note representing the 6.650% Series A Fixed-to-Fixed Reset Rate Junior Subordinated Notes (included in Exhibit 4.2) | |
| 4.4 | Second Supplemental Indenture relating to the 6.850% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, dated as of March 23, 2026, among the Issuer, the Guarantors and Equiniti Trust Company, LLC., as trustee | |
| 4.5 | Form of Global Note representing the 6.850% Series B Fixed-to-Fixed Reset Rate Junior Subordinated Notes (included in Exhibit 4.4) | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP, as to the validity of the Notes | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| 99.1 | Emera Incorporated Media Release dated March 23, 2026 | |
Exhibit 99.1
Emera Incorporated announces the closing of the offering of US$750 million Aggregate Principal Amount of Fixed-to-Fixed Reset Rate Junior Subordinated Notes
March 23, 2026
Halifax, Nova Scotia Emera Incorporated (“Emera” or the “Company”) (TSX/NYSE: EMA) announced today that Emera US Finance, LLC (the “Issuer”) has completed the sale of US$750 million aggregate principal amount of United States dollar denominated junior subordinated notes, consisting of US$375 million aggregate principal amount of 6.650% Series A fixed-to-fixed reset rate junior subordinated notes due 2056 (the “Series A Notes”) and US$375 million aggregate principal amount of 6.850% Series B fixed-to-fixed reset rate junior subordinated notes due 2056 (the “Series B Notes” and, together with the Series A Notes, the “Notes”). The Notes are fully and unconditionally guaranteed by Emera and Emera US Holdings Inc. (“EUSHI, and together with Emera, the “Guarantors”). EUSHI is an indirect, wholly-owned subsidiary of Emera and the Issuer is an indirect, wholly-owned subsidiary of Emera. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC acted as joint book-running managers in connection with the Notes offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Notes have not been qualified by prospectus for public distribution under the securities laws of any province or territory of Canada. The Notes are not being, and may not be offered or sold, directly or indirectly, in Canada or to any resident of Canada except under exemptions from prospectus requirements of those securities laws, and either by an appropriately registered dealer or in circumstances where a dealer registration is not required.
The Notes will not be listed on any securities exchange, and the Issuer and the Guarantors do not intend to arrange for the Notes to be included on any quotation system.
Use of Proceeds
Emera intends to use the net proceeds for general corporate purposes including, without limitation, to repay existing indebtedness.
Forward Looking Information
This news release contains “forward-looking information” or forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking information”), including, without limitation, the intended use of the net proceeds from the sale of the Notes. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management’s current beliefs and are based on information currently available to Emera management. There is a risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera’s assumptions may not be correct and that actual results may differ materially from those expressed or implied by such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera’s securities regulatory filings, including under the heading “Enterprise Risk and Risk Management” in Emera’s annual Management’s Discussion and Analysis, and under the heading “Principal Financial Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements, which can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The forward-looking information in this news release is made only as of the date hereof, and Emera disclaims any intention or obligation to update or revise any forward-looking information.
About Emera
Emera (TSX/NYSE: EMA) is a leading North American provider of energy services headquartered in Halifax, Nova Scotia, with investments in regulated electric and natural gas utilities, and related businesses and assets. The Emera family of companies delivers safe, reliable energy to approximately 2.7 million customers in Canada, the United States and the Caribbean. Our team of 7,800 employees is committed to our purpose of energizing modern life and delivering a cleaner energy future for all. Emera’s common and preferred shares are listed and trade on the Toronto Stock Exchange and its common shares are listed and trade on the New York Stock Exchange. Additional information can be accessed at www.emera.com, on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Investor Relations
Dave Bezanson, SVP, Capital Markets
902-233-2674
dave.bezanson@emera.com
Media
media@emera.com