Enbridge raises $2.25B in multi-tranche bond deal under Form 8-K filing
Rhea-AI Filing Summary
Enbridge Inc. (ENB) – Form 8-K, Item 8.01 (Other Events)
On 20 June 2025, Enbridge closed a multi-tranche U.S. dollar debt offering totaling US$2.25 billion in senior unsecured notes:
- US$400 million of 4.600% Senior Notes due 2028
- US$600 million of 4.900% Senior Notes due 2030
- US$900 million of 5.550% Senior Notes due 2035
- US$350 million tap of the existing 5.950% Senior Notes due 2054 (original US$800 million issued 5 Apr 2024)
The notes are fully and unconditionally guaranteed by Enbridge Energy Partners,-L.P. and Spectra Energy Partners,-LP—both indirect, wholly-owned subsidiaries. The securities were issued off the company’s shelf Registration Statement (Form S-3, Reg. No. 333-266405) and sold pursuant to the Underwriting Agreement dated 16 June 2025. Supporting documentation—including officers’ certificate, global note forms, and U.S./Canadian legal opinions—is filed as exhibits 1.1, 4.1-4.5, 5.1-5.2 and related consents.
Key take-aways for investors
- Successful execution of a sizeable US$2.25 billion financing in a single transaction signals continued market access.
- Staggered maturities (2028–2054) lengthen the debt maturity profile and lock-in fixed coupons in the current rate environment.
- Incremental 2054 tap brings the total outstanding on that series to US$1.15 billion.
No financial statements, earnings data, or use-of-proceeds disclosure accompanied the filing.
Positive
- Successful placement of US$2.25 billion in senior notes, demonstrating continued access to U.S. capital markets.
- Staggered maturities (2028-2054) diversify and extend the company’s debt profile at fixed coupons.
- Notes carry full guarantees from key pipeline subsidiaries, enhancing credit support.
Negative
- Additional US$2.25 billion of gross debt increases leverage; no offsetting repayment detail provided.
- Coupons between 4.60% and 5.95% imply higher interest expense versus legacy low-rate debt.
Insights
TL;DR: ENB secures US$2.25 bn in fixed-rate notes, extending tenor; leverage edges up but liquidity enhanced.
The company tapped U.S. bond markets for four tranches ranging from 3- to 29-year maturities at coupons of 4.60%-5.95%. Execution under a shelf indicates pre-cleared documentation and efficient pricing. Guarantees from pipeline subsidiaries strengthen structural credit quality. From a credit-spread perspective, the coupons reflect prevailing investment-grade mid-BBB levels; no premium for execution risk is apparent, suggesting solid investor demand. Proceeds were not specified, so leverage impact depends on whether funds refinance maturities or support capex growth. Nonetheless, gross debt rises by US$2.25 bn on issuance date.
TL;DR: Financing is routine, positive for funding flexibility; equity impact modest unless leverage accelerates.
The multi-tranche deal extends the weighted-average maturity and locks in fixed rates, reducing refinancing uncertainty through 2035 while augmenting duration to 2054. This supports visibility of ENB’s dividend-backed cash-flow model, a key shareholder focus. However, without detail on use of proceeds, incremental leverage may dilute equity optionality. Overall, the event is operationally positive but not thesis-changing for long-term shareholders.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered | ||
| Item 8.01 | Other Events. |
On June 20, 2025, Enbridge Inc. (the “Corporation”) completed the offering of US$400,000,000 aggregate principal amount of its 4.600% Senior Notes due 2028 (the “2028 Notes”), US$600,000,000 aggregate principal amount of its 4.900% Senior Notes due 2030 (the “2030 Notes”), US$900,000,000 aggregate principal amount of its 5.550% Senior Notes due 2035 (the “2035 Notes”) and an additional US$350,000,000 aggregate principal amount of its 5.950% Senior Notes due 2054 (the “New 2054 Notes” and, together with the 2028 Notes, the 2030 Notes and the 2035 Notes, the “Notes”). The New 2054 Notes constitute a further issuance of, and form a single series with, the $800,000,000 aggregate principal amount outstanding of the Corporation’s 5.950% Senior Notes due 2054 issued on April 5, 2024. The Notes are fully and unconditionally guaranteed by Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP (together, the “Guarantors”), each of which is an indirect, wholly-owned subsidiary of the Corporation.
The Notes were offered pursuant to the Corporation’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 29, 2022 (Reg. No. 333-266405) (the “Registration Statement”).
The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01 and the Registration Statement:
| · | Underwriting Agreement, dated June 16, 2025, between the Corporation, the Guarantors and the underwriters party thereto. |
| · | Officers’ Certificate of the Corporation, dated June 20, 2025. |
| · | Form of Global Note representing the 2028 Notes. |
| · | Form of Global Note representing the 2030 Notes. |
| · | Form of Global Note representing the 2035 Notes. |
| · | Form of Global Note representing the New 2054 Notes. |
| · | Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to the validity of the Notes and related guarantees. |
| · | Opinion of McCarthy Tétrault LLP, Canadian counsel for the Corporation, as to the validity of the Notes. |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated June 16, 2025, between the Corporation, the Guarantors and the underwriters party thereto. | |
| 4.1 | Officers’ Certificate of the Corporation, dated June 20, 2025. | |
| 4.2 | Form of Global Note representing the 2028 Notes (included in Exhibit 4.1). | |
| 4.3 | Form of Global Note representing the 2030 Notes (included in Exhibit 4.1). | |
| 4.4 | Form of Global Note representing the 2035 Notes (included in Exhibit 4.1). | |
| 4.5 | Form of Global Note representing the New 2054 Notes (included in Exhibit 4.1). | |
| 5.1 | Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to the validity of the Notes and related guarantees. | |
| 5.2 | Opinion of McCarthy Tétrault LLP, Canadian counsel for the Corporation, as to the validity of the Notes. | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1 above). | |
| 23.2 | Consent of McCarthy Tétrault LLP (included in Exhibit 5.2 above). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| ENBRIDGE INC. | ||
| (Registrant) | ||
| Date: June 20, 2025 | By: | /s/ David Taniguchi |
| David Taniguchi | ||
| Vice President, Legal & Corporate Secretary | ||
| (Duly Authorized Officer) | ||
FAQ
How much capital did Enbridge (ENB) raise in the June 2025 note offering?
What are the interest rates and maturities of Enbridge’s new notes?
Are the new Enbridge notes guaranteed by subsidiaries?
Under which SEC registration did Enbridge issue these notes?
Will this financing affect Enbridge’s leverage?
