Enbridge (ENB) completes US$1.5B multi-tranche senior note offering
Rhea-AI Filing Summary
Enbridge Inc. reported that on November 20, 2025 it completed an offering of three new senior note tranches totaling US$1.5 billion. The company issued US$500,000,000 of 4.200% Senior Notes due 2028, US$500,000,000 of 4.500% Senior Notes due 2031, and US$500,000,000 of 5.200% Senior Notes due 2035. These Notes are senior unsecured obligations of Enbridge and are fully and unconditionally guaranteed by Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP, both indirect, wholly owned subsidiaries. The Notes were issued under Enbridge’s existing shelf Registration Statement on Form S-3, and related underwriting, note forms and legal opinions are filed as exhibits.
Positive
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Negative
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Insights
Enbridge adds US$1.5B of new senior notes across 2028–2035 maturities, with subsidiary guarantees.
Enbridge has issued three tranches of senior notes totaling US$1.5 billion, with fixed coupons of 4.200%, 4.500% and 5.200% and staggered maturities in 2028, 2031 and 2035. These instruments are senior in the capital structure and represent additional long-term debt funding.
The Notes are fully and unconditionally guaranteed by Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP, both indirect, wholly owned subsidiaries. Such guarantees can support creditor confidence by extending recourse to key operating entities within the group, though they also formally link those subsidiaries to the parent’s obligations.
The issuance is conducted under an existing Form S-3 shelf, with an underwriting agreement and legal opinions filed as exhibits dated November 17, 2025 and November 20, 2025. Overall impact on leverage, interest expense and future refinancing needs would depend on Enbridge’s broader balance sheet and how these fixed-rate obligations interact with its existing debt profile.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On November 20, 2025, Enbridge Inc. (the “Corporation”) completed the offering of US$500,000,000 aggregate principal amount of its 4.200% Senior Notes due 2028 (the “2028 Notes”), US$500,000,000 aggregate principal amount of its 4.500% Senior Notes due 2031 (the “2031 Notes”) and US$500,000,000 aggregate principal amount of its 5.200% Senior Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes and the 2031 Notes, the “Notes”). 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 August 1, 2025 (Reg. No. 333-289186) (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 November 17, 2025, between the Corporation, the Guarantors and the underwriters party thereto. |
| · | Officers’ Certificate of the Corporation, dated November 20, 2025. |
| · | Form of Global Note representing the 2028 Notes. |
| · | Form of Global Note representing the 2031 Notes. |
| · | Form of Global Note representing the 2035 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 November 17, 2025, between the Corporation, the Guarantors and the underwriters party thereto. | |
| 4.1 | Officers’ Certificate of the Corporation, dated November 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 2031 Notes (included in Exhibit 4.1). | |
| 4.4 | Form of Global Note representing the 2035 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.
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ENBRIDGE INC. (Registrant) | ||
| Date: November 20, 2025 | By: | /s/ David Taniguchi |
|
David Taniguchi Vice President, Legal & Corporate Secretary (Duly Authorized Officer) | ||