Enbridge completes US$550M-per-series note offering
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Rhea-AI Filing Summary
Enbridge Inc. completed an offering of US$550,000,000 aggregate principal amount of Series A notes and US$550,000,000 aggregate principal amount of Series B notes. Both are fixed-to-fixed rate subordinated notes due in 2057; the stated rates are 6.700% for Series A and 6.875% for Series B.
8-K Event Classification
Key Figures
Key Terms
Fixed-to-Fixed Rate Subordinated Notes financial
aggregate principal amount financial
Supplemental Indenture financial
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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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(Former Name or Former Address, if Changed Since Last Report)
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) |
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Item 8.01 Other Events.
On November 13, 2026, Enbridge Inc. (the “Corporation”) completed the offering of US$550,000,000 aggregate principal amount of its 6.700% Series A Fixed-to-Fixed Rate Subordinated Notes due 2057 (the “Series A Notes”) and US$550,000,000 aggregate principal amount of its 6.875% Series B Fixed-to-Fixed Rate Subordinated Notes due 2057 (the “Series B Notes” and, together with the Series A Notes, the “Notes”). 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 9, 2026, between the Corporation and the underwriters party thereto. |
| · | Fifteenth Supplemental Indenture, dated as of November 13, 2026, to the Indenture, dated as of February 25, 2005, between the Corporation and Deutsche Bank Trust Company Americas, relating to the Series A Notes. |
| · | Sixteenth Supplemental Indenture, dated as of November 13, 2026, to the Indenture, dated as of February 25, 2005, between the Corporation and Deutsche Bank Trust Company Americas, relating to the Series B Notes. |
| · | Form of Global Note representing the Series A Notes. |
| · | Form of Global Note representing the Series B Notes. |
| · | Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to the validity of the Notes. |
| · | 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 9, 2026, between the Corporation and the underwriters party thereto. | |
| 4.1 | Fifteenth Supplemental Indenture to the Indenture, dated as of November 13, 2026, between the Corporation and Deutsche Bank Trust Company Americas. | |
| 4.2 | Sixteenth Supplemental Indenture to the Indenture, dated as of November 13, 2026, between the Corporation and Deutsche Bank Trust Company Americas. | |
| 4.3 | Form of Global Note representing the Series A Notes (included in Exhibit 4.1). | |
| 4.4 | Form of Global Note representing the Series B Notes (included in Exhibit 4.2). | |
| 5.1 | Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to the validity of the Notes. | |
| 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: November 13, 2026 | By: | /s/ David Taniguchi |
| David Taniguchi | ||
| Vice President, Legal & Corporate Secretary | ||
| (Duly Authorized Officer) | ||