Obligation Enbridge Energy 6% ( US29250NAN57 ) en USD

Enbridge Energy

99.5 % ▲

Canada

US29250NAN57 ( en USD )

6% par an ( paiement semestriel )

15/01/2077

Prospectus brochure de l'obligation Enbridge US29250NAN57 en USD 6%, échéance 15/01/2077

20 000 USD

750 000 000 USD

29250NAN5

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

15/07/2025 ( Dans 77 jours )

Enbridge est une société énergétique nord-américaine spécialisée dans le transport et le stockage de pétrole brut et de gaz naturel, ainsi que dans la production d'énergie renouvelable.

L'obligation Enbridge (US29250NAN57, CUSIP 29250NAN5), émise au Canada pour un montant total de 750 000 000 USD, offre un taux d'intérêt de 6%, une maturité fixée au 15/01/2077, des paiements semestriels, une taille minimale d'achat de 20 000 USD, un prix actuel de marché de 99,5% et est notée BBB- par S&P et Ba1 par Moody's.

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TABLE OF CONTENTS
Table of Contents
Filed pursuant to General Instruction II.L. of Form F-10;
File No. 333-213234.
Prospectus Supplement
December 12, 2016
(To Prospectus Dated August 19, 2016)
US$750,000,000
Enbridge Inc.
US$750,000,000 6.00% Fixed-to-Floating Subordinated Notes Series 2016-A due 2077
Preference Shares, Series 2016-A Issuable Upon Automatic Conversion
We are offering US$750,000,000 aggregate principal amount of 6.00% Fixed-to-Floating Subordinated Notes Series 2016-A due January 15, 2077 (the "Notes"). The Notes will mature
on January 15, 2077 (the "Maturity Date"). We will pay interest on the Notes at a fixed rate of 6.00% per year in equal semi-annual installments on January 15 and July 15 of each year until
January 15, 2027, payable in arrears. Thereafter, we will pay interest on the Notes on every April 15, July 15, October 15 and January 15 of each year during which the Notes are outstanding
until January 15, 2077 (each such semi-annual or quarterly date, as applicable, an "Interest Payment Date"). Starting on January 15, 2027, and on every April 15, July 15, October 15 and
January 15 of each year during which the Notes are outstanding thereafter until January 15, 2077 (each such date, an "Interest Reset Date"), the interest rate on the Notes will be reset at an
interest rate per annum equal to (i) starting on January 15, 2027, on every Interest Reset Date until January 15, 2047, the three month LIBOR plus 3.89%, payable in arrears and (ii) starting on
January 15, 2047, on every Interest Reset Date until January 15, 2077, the three month LIBOR plus 4.64%, payable in arrears. So long as no event of default has occurred and is continuing, we
may elect, at our sole option, to defer the interest payable on the Notes on one or more occasions for up to five consecutive years (a "Deferral Period"). Deferred interest will accrue,
compounding on each subsequent Interest Payment Date, until paid. No Deferral Period may extend beyond the Maturity Date.
The Notes, including accrued and unpaid interest thereon, will be converted automatically (an "Automatic Conversion"), without the consent of the holders thereof (the "Noteholders"),
into shares of a newly-issued series of our preference shares, designated as Preference Shares, Series 2016-A (the "Conversion Preference Shares") upon the occurrence of an Automatic
Conversion Event (as hereinafter defined). As the events that give rise to an Automatic Conversion are bankruptcy and related events, it is in our interest to ensure that an Automatic Conversion
does not occur, although the events that could give rise to an Automatic Conversion may be beyond our control. On or after January 15, 2027, we may, at our option, redeem the Notes, in
whole at any time or in part from time to time, on any Interest Payment Date at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to,
but excluding, the date fixed for redemption. Prior to the initial Interest Reset Date and within 90 days of a Tax Event (as hereinafter defined), we may, at our option, redeem all (but not less
than all) of the Notes at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. Prior to the
initial Interest Reset Date and within 90 days of a Rating Event (as hereinafter defined), we may, at our option, redeem all (but not less than all) of the Notes at a redemption price equal to
102% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.
See "Description of the Notes -- General."
This offering is made by a foreign issuer that is permitted, under a multi-jurisdictional disclosure system adopted by the United States of America (the "United States"), to
prepare this prospectus supplement and the accompanying prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such
requirements are different from those of the United States. The financial statements incorporated herein have been prepared in accordance with accounting principles generally
accepted in the United States ("U.S. GAAP") and are subject to Canadian and United States auditing and auditor independence standards.
Prospective investors should be aware that the acquisition of the Notes may have tax consequences both in the United States and Canada. Such tax consequences for investors
who are resident in, or citizens of, the United States may not be described fully in this prospectus supplement or in the accompanying prospectus. You should read the tax discussion
under "Material Income Tax Considerations" in this prospectus supplement.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that we are incorporated and organized under
the laws of Canada, that most of our officers and directors are residents of Canada, that some of the experts named in this prospectus supplement or the accompanying prospectus
are residents of Canada, and that all or a substantial portion of our assets and said persons are located outside the United States.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement.

Per Note
Total

Public offering price

100.00%
US$
750,000,000
Underwriting commission

1.00%
US$
7,500,000
Proceeds to us (before expenses)

99.00%
US$
742,500,000
Interest on the Notes will accrue from December 19, 2016.
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The Notes have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC") or any state securities commission nor has the SEC or
any United States state securities commission passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
The underwriters expect to deliver the Notes to the purchasers in book-entry form through the facilities of The Depository Trust Company and its direct and indirect participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about December 19, 2016.
Joint Book-Running Managers
J.P. Morgan

BofA Merrill Lynch

HSBC
Sole Structuring Agent

Deutsche Bank

Wells Fargo Securities
Securities
Co-Managers
BNP PARIBAS

Credit Agricole CIB

Mizuho Securities

MUFG

SMBC Nikko
Table of Contents
IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes we are offering. The
second part, the base shelf prospectus, gives more general information, some of which may not apply to the Notes we are offering. The accompanying
base shelf prospectus dated August 19, 2016, is referred to as the "prospectus" in this prospectus supplement.
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and in any related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. We are not making an offer of the Notes in any
jurisdiction where the offer is not permitted. You should bear in mind that although the information contained in, or incorporated by reference
in this prospectus supplement or the accompanying prospectus is intended to be accurate as of the date on the front of such documents, such
information may also be amended, supplemented or updated by the subsequent filing of additional documents deemed by law to be or otherwise
incorporated by reference into this prospectus supplement or the accompanying prospectus and by any subsequently filed prospectus
amendments.
If the description of the Notes varies between this prospectus supplement and the prospectus, you should rely on the information in this
prospectus supplement.
In this prospectus supplement, all capitalized terms and acronyms used and not otherwise defined herein have the meanings provided in the
prospectus. In this prospectus supplement, the prospectus and any document incorporated by reference, unless otherwise specified or the context
otherwise requires, all dollar amounts are expressed in Canadian dollars or "$." "U.S. dollars" or "US$" means lawful currency of the United States.
Unless otherwise indicated, all financial information included in this prospectus supplement, the prospectus and any document incorporated by reference
is determined using U.S. GAAP. "U.S. GAAP" means generally accepted accounting principles in the United States. Except as set forth under
"Description of Notes" and unless otherwise specified or the context otherwise requires, all references in this prospectus supplement, the prospectus and
any document incorporated by reference to "Enbridge," the "Corporation," "we," "us" and "our" mean Enbridge Inc. and its subsidiaries, partnership
interests and joint venture investments.
S-i
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TABLE OF CONTENTS
Prospectus Supplement

Page
Exchange Rate Data

S-1
Special Note Regarding Forward-Looking Statements

S-1
Documents Incorporated by Reference

S-3
Summary

S-5
Risk Factors
S-12
Selected Consolidated Financial Information
S-16
Consolidated Capitalization
S-17
Use of Proceeds
S-17
Earnings Coverage Ratios
S-17
Description of the Notes
S-19
Description of the Conversion Preference Shares
S-30
Material Income Tax Considerations
S-33
Underwriting (Conflicts of Interest)
S-40
Legal Matters
S-44
Experts
S-44
Prospectus

Page
About this Prospectus

1
Documents Incorporated by Reference

2
Certain Available Information

3
Special Note Regarding Forward-Looking Statements

4
The Corporation

5
Use of Proceeds

5
Earnings Coverage Ratio

5
Description of Debt Securities

6
Description of Share Capital

20
Certain Income Tax Considerations

21
Plan of Distribution

22
Risk Factors

22
Legal Matters

22
Experts

22
Documents Filed as Part of the Registration Statement

23
Enforcement of Civil Liabilities

23
We expect that delivery of the Notes will be made against payment therefor on or about December 19, 2016, which will be the fifth business day
following the date of pricing of the Notes (such settlement cycle being herein referred to as "T+5"). You should note that trading of the Notes on the date
hereof or the next succeeding business day may be affected by the T+5 settlement cycle. See "Underwriting."
S-ii
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EXCHANGE RATE DATA
The following table sets forth certain exchange rates based on the noon rate in Toronto, Ontario as reported by the Bank of Canada. Such rates are
set forth as U.S. dollars per $1.00 and are the inverse of rates quoted by the Bank of Canada for Canadian dollars per US$1.00. On December 8, 2016,
the inverse of this rate was US$0.7564 per $1.00.

Nine Months

Year Ended December 31,

Ended

September 30, 2016

2015

2014

2013

Low
US$
0.6854 0.7148 0.8589 0.9348
High
US$
0.7972 0.8527 0.9422 1.0164
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Period End
US$
0.7624 0.7225 0.8620 0.9402
Average
US$
0.7565 0.7820 0.9054 0.9710
Source: Bank of Canada web site.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The prospectus and this prospectus supplement, including the documents incorporated by reference into the prospectus and this prospectus
supplement, contain both historical and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and forward-looking
information within the meaning of Canadian securities laws (collectively, "forward-looking statements"). This information has been included to provide
readers with information about the Corporation and its subsidiaries and affiliates, including management's assessment of the Corporation's and its
subsidiaries' future plans and operations. This information may not be appropriate for other purposes. Forward-looking statements are typically identified
by words such as "anticipate", "expect", "project", "estimate", "forecast", "plan", "intend", "target", "believe", "likely" and similar words suggesting
future outcomes or statements regarding an outlook. Forward-looking information or statements included or incorporated by reference in the prospectus
and this prospectus supplement include, but are not limited to, statements with respect to the following: expected earnings before interest and taxes
("EBIT") or expected adjusted EBIT; expected earnings/(loss) or adjusted earnings/(loss); expected earnings/(loss) or adjusted earnings/(loss) per share;
expected available cash flow from operations ("ACFFO"); expected future cash flows; expected costs related to announced projects and projects under
construction; expected in-service dates for announced projects and projects under construction; expected capital expenditures; expected equity funding
requirements for the Corporation's commercially secured growth program; expectations about the Corporation's joint venture partners' ability to complete
and finance projects under construction; expected closing of acquisitions and dispositions; estimated cost and impact to the Corporation's overall
financial performance of complying with the settlement consent decree related to Line 6B and Line 6A; estimated future dividends; expected future
actions of regulators; expected costs related to leak remediation and potential insurance recoveries; expectations regarding commodity prices; supply
forecasts; this offering, including the closing date thereof and the expected use of proceeds; the Merger Transaction (as defined herein) and expectations
regarding the number of Common Shares (as defined herein) to be issued in connection therewith and the timing, completion and impact thereof;
expectations regarding the impact of the Merger Transaction; expectations regarding the impact of the dividend payout policy and dividend payout
expectation; expectations on impact of hedging program; and strategic alternatives currently being evaluated in connection with the United States
sponsored vehicles strategy.
Although the Corporation believes 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
S-1
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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 results, levels of activity and achievements to differ materially from those expressed or implied
by such statements. Material assumptions include assumptions about the following: the expected supply of and demand for crude oil, natural gas, natural
gas liquids ("NGL") and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; exchange rates; inflation; interest rates;
availability and price of labour and construction materials; operational reliability; customer and regulatory approvals; maintenance of support and
regulatory approvals for the Corporation's projects; anticipated in-service dates; weather; the timing and completion of this offering and the Merger
Transaction, including receipt of regulatory and shareholder approvals and the satisfaction of other conditions precedent, as applicable; the realization of
anticipated benefits and synergies of the Merger Transaction and the timing thereof; the success of integration plans; cost of complying with the
settlement consent decree related to Line 6B and Line 6A; impact of the dividend policy on the Corporation's future cash flows; credit ratings; capital
project funding; expected earnings/(loss) or adjusted earnings/(loss); expected EBIT or expected adjusted EBIT; expected earnings/(loss) or adjusted
earnings/(loss) per share; expected future cash flows and expected future ACFFO; and estimated future dividends. Assumptions regarding the expected
supply of and demand for crude oil, natural gas, NGL and renewable energy, and the prices of these commodities, are material to and underlie all
forward-looking statements. These factors are relevant to all forward-looking statements as they may impact current and future levels of demand for the
Corporation's services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments in which the Corporation
operates and may impact levels of demand for the Corporation's services and cost of inputs, and are therefore inherent in all forward-looking statements.
Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement cannot
be determined with certainty, particularly with respect to the impact of the Merger Transaction on the Corporation; expected EBIT, adjusted EBIT,
earnings(/loss), adjusted earnings/(loss) and associated per share amounts, ACFFO or estimated future dividends. The most relevant assumptions
associated with forward-looking statements on projects under construction, including estimated completion dates and expected capital expenditures,
include the following: the availability and price of labour and construction materials; the effects of inflation and foreign exchange rates on labour and
material costs; the effects of interest rates on borrowing costs; the impact of weather; and customer and regulatory approvals on construction and in-
service schedules.
The Corporation's forward-looking statements are subject to risks and uncertainties pertaining to the impact of the Merger Transaction, operating
performance, regulatory parameters, dividend policy, project approval and support, weather, economic and competitive conditions, public opinion,
changes in tax law and tax rate increases, exchange rates, interest rates, commodity prices and supply of and demand for commodities and the settlement
consent decree related to Line 6B and Line 6A, including but not limited to those risks and uncertainties discussed in the prospectus and this prospectus
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supplement and in documents incorporated by reference into the prospectus and this prospectus supplement. 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 the Corporation'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, the
Corporation assumes no obligation to publicly update or revise any forward-looking statements made in the prospectus and this prospectus supplement or
otherwise, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements, whether written or oral,
attributable to the Corporation or persons acting on the Corporation's behalf, are expressly qualified in their entirety by these cautionary statements.
For more information on forward-looking statements, the assumptions underlying them, and the risks and uncertainties affecting them, see "Special
Note Regarding Forward-Looking Statements" in the prospectus and "Risk Factors" in this prospectus supplement and the prospectus.
S-2
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Corporation, filed with the various securities commissions or similar regulatory authorities in each of the provinces
of Canada and with the SEC, are specifically incorporated by reference in, and form an integral part of, this prospectus supplement and the accompanying
prospectus:
·
annual information form of the Corporation dated February 19, 2016 for the year ended December 31, 2015, included as an exhibit to the
Corporation's Form 40-F for the year ended December 31, 2015, filed with the SEC on February 19, 2016;
·
amended consolidated comparative financial statements of the Corporation for the years ended December 31, 2015 and 2014 and the
auditors' report thereon, prepared in accordance with U.S. GAAP, filed on Form 6-K with the SEC on May 12, 2016;
·
amended management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2015,
filed on Form 6-K with the SEC on May 12, 2016;
·
unaudited interim comparative consolidated financial statements of the Corporation for the three and nine months ended September 30,
2016, prepared in accordance with U.S. GAAP, filed on Form 6-K with the SEC on November 3, 2016;
·
management's discussion and analysis of financial condition and results of operations for the three and nine months ended September 30,
2016, filed on Form 6-K with the SEC on November 3, 2016;
·
material change report of the Corporation dated September 7, 2016 announcing the entering into of the Merger Agreement (as defined
below), filed on Form 6-K with the SEC on September 8, 2016;
·
management information circular of the Corporation dated March 8, 2016 relating to the annual meeting of shareholders held on May 12,
2016, filed on Form 6-K with the SEC on March 31, 2016; and
·
management information circular of the Corporation dated November 10, 2016 relating to the special meeting of shareholders to be held
on December 15, 2016 (the "Transaction Circular"), filed on Form 6-K with the SEC on November 15, 2016.
The fairness opinion prepared by RBC Dominion Securities Inc. dated September 5, 2016 appended as Appendix D to the Transaction Circular and
the summaries thereof at pages 23 and 66 to 67 of the Transaction Circular are not incorporated into this prospectus supplement or the prospectus. The
fairness opinion prepared by Credit Suisse Securities (Canada), Inc. dated September 5, 2016 appended as Appendix C to the Transaction Circular and
the summaries thereof at pages 22 to 23 and 66 of the Transaction Circular are not incorporated into this prospectus supplement or the prospectus.
Any documents of the type referred to above, and material change reports (excluding confidential material change reports) subsequently filed by the
Corporation with the various securities commissions or similar regulatory authorities in each of the provinces of Canada after the date of this prospectus
supplement and prior to the termination of any offering of Securities shall be deemed to be incorporated by reference into this prospectus supplement and
the accompanying prospectus. These documents are available through the internet on the System for Electronic Document Analysis and Retrieval
("SEDAR") which can be accessed at www.sedar.com. In addition, any similar documents filed on Form 6-K or Form 40-F by the Corporation with the
SEC after the date of this prospectus supplement shall be deemed to be incorporated by reference into this prospectus supplement and the accompanying
prospectus and the registration statement of which this prospectus supplement and the accompanying prospectus form a part, if and to the extent expressly
provided in such report. The Corporation's reports on Form 6-K and its annual report on Form 40-F (and amendment thereto) are available on the SEC's
website at www.sec.gov.
S-3
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Table of Contents
Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information
set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission
for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact
or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the
circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus supplement.
In addition, any template version of any other marketing materials filed with the securities commission or similar authority in each of the provinces
of Canada in connection with this offering after the date hereof but prior to the termination of the distribution of the securities under this prospectus
supplement is deemed to be incorporated by reference herein and in the prospectus.
Copies of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents) may be obtained on request without charge from the Corporate Secretary of Enbridge Inc., Suite 200, 425 - 1st Street
S.W., Calgary, Alberta, Canada T2P 3L8 (telephone (403) 231-3900).
S-4
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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It is not complete and
may not contain all of the information that you should consider before investing in the Notes. You should read this entire prospectus supplement and the
accompanying prospectus carefully.
The Corporation
Enbridge was incorporated under the Companies Ordinance of the Northwest Territories and was continued under the Canada Business
Corporations Act. Enbridge is a North American leader in delivering energy. As a transporter of energy, Enbridge operates the world's longest crude oil
and liquids transportation system in Canada and the United States. Enbridge also has significant and growing involvement in natural gas gathering,
transmission and midstream businesses. As a distributor of energy, Enbridge owns and operates Canada's largest natural gas distribution company and
provides distribution services in Ontario, Quebec, New Brunswick and New York State. As a generator of energy, Enbridge has interests in more than
2,200 megawatts of net renewable and alternative energy generating capacity, and continues to expand its interests in wind, solar and geothermal power.
Enbridge employs approximately 10,000 people, primarily in Canada and the United States.
Enbridge is a public company trading on both the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol "ENB".
Enbridge's principal executive offices are located at Suite 200, 425 - 1st Street S.W., Calgary, Alberta, Canada T2P 3L8, and its telephone number is
(403) 231-3900.
Recent Developments
Spectra Acquisition
On September 5, 2016, the Corporation entered into an agreement and plan of merger dated as of September 5, 2016 (the "Merger Agreement") with
Sand Merger Sub, Inc. ("Merger Sub"), a direct wholly-owned subsidiary of the Corporation, and Spectra Energy Corp ("Spectra Energy"). Pursuant to
the Merger Agreement, the Corporation and Spectra Energy agreed to combine in a share-for-share merger transaction (the "Merger Transaction")
whereby, as soon as practicable on the closing date of the Merger Transaction, Merger Sub will merge with and into Spectra Energy (the "Merger") in
accordance with the provisions of the General Corporation Law of the State of Delaware. Following the Merger, Spectra Energy will be a direct wholly-
owned subsidiary of the Corporation and the separate corporate existence of Spectra Energy will continue unaffected by the Merger, except as set forth in
the Merger Agreement. At the effective time of the Merger (the "Effective Time"), each common share of Spectra Energy issued and outstanding
immediately prior to the Effective Time will automatically be converted into, and become exchangeable for, 0.984 of a validly issued, fully paid and
non-assessable common share of the Corporation ("Common Shares"). Upon completion of the Merger Transaction, the shareholders of the Corporation
are expected to own approximately 57% of the issued and outstanding Common Shares and Spectra Energy shareholders are expected to own
approximately 43% of the issued and outstanding Common Shares.
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The Merger Transaction is expected to close in the first quarter of 2017 subject to the receipt of both companies' shareholder approvals, along with
certain regulatory and government approvals, including compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
approval under the Competition Act (Canada), and the satisfaction of other customary closing conditions.
The offering of the Notes is not contingent on the completion of the Merger.

S-5
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Canadian Pipeline Development Projects
On November 29, 2016, the Government of Canada announced its decision regarding the issuance of a Certificate of Public Convenience and
Necessity for the construction and operation of a number of pipeline development projects in Canada, including the Corporation's Canadian Line
3 Replacement Program ("L3R Project") and the Northern Gateway Project. The Government of Canada approved the L3R Project, subject to
37 conditions, and directed the National Energy Board to dismiss the application for the Northern Gateway Project.

S-6
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The Offering
The Notes

Issuer

Enbridge Inc.

Securities Offered

US$750 million aggregate principal amount of 6.00% Fixed-to-Floating Subordinated Notes Series 2016-A due 2077
(the "Notes").

Maturity Date

The Notes will mature on January 15, 2077.

Use of Proceeds

We estimate that the net proceeds of the offering of the Notes, after deducting underwriting commissions and the
estimated expenses of the offering, will be approximately US$742,200,000. We intend to use the net proceeds from this
offering to partially fund capital projects, to reduce existing indebtedness and for other general corporate purposes. See
"Use of Proceeds" in this prospectus supplement.

Interest

We will pay interest on the Notes at a fixed rate of 6.00% per year in equal semi-annual installments on January 15 and
July 15 of each year until January 15, 2027, beginning on July 15, 2017.

After January 15, 2027, we will pay interest on the Notes on every April 15, July 15, October 15 and January 15 of each
year during which the Notes are outstanding until January 15, 2077 (each such semi-annual or quarterly date, as
applicable, an "Interest Payment Date").

From the issue date of the Notes to, but excluding, January 15, 2027, the interest rate on the Notes will be fixed at 6.00%
per annum, payable in arrears. Starting on January 15, 2027, and on every April 15, July 15, October 15 and January 15
of each year during which the Notes are outstanding thereafter until January 15, 2077 (each such date, an "Interest Reset
Date"), the interest rate on the Notes will be reset as follows:

(i) starting on January 15, 2027, on every Interest Reset Date, until January 15, 2047, the interest rate on the Notes will be
reset at an interest rate per annum equal to the three month LIBOR plus 3.89%, payable in arrears, with the first payment
at such rate being on April 15, 2027; and

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(ii) starting on January 15, 2047, on every Interest Reset Date, until January 15, 2077, the interest rate on the Notes will
be reset at an interest rate per annum equal to the three month LIBOR plus 4.64%, payable in arrears, with the first
payment at such rate being on April 15, 2047.

Deferral Right

So long as no event of default has occurred and is continuing, we may elect, at our sole option, at any date other than an
Interest Payment Date (a "Deferral Date") to defer the interest payable on the Notes on one or more occasions for up to
five consecutive years (a "Deferral Period"). There is no limit on the number of Deferral Periods that may occur. Such
deferral will not constitute an event of default or any other breach under the indenture governing the Notes. Deferred
interest will accrue, compounding on each subsequent Interest Payment Date, until paid. A Deferral Period terminates on
any Interest Payment Date where we pay all accrued and unpaid interest on such date. No Deferral Period may extend
beyond the Maturity Date.

S-7
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Dividend Stopper

Unless we have paid all accrued and payable interest on the Notes, subject to certain exceptions, we will not (i) declare
Undertaking
any dividends on our preference shares and Common Shares (the "Dividend Restricted Shares") or pay any interest on
any class or series of our indebtedness currently outstanding or hereafter created which ranks on a parity with the Notes
as to distributions upon liquidation, dissolution or winding-up (the "Parity Notes"), (ii) redeem, purchase or otherwise
retire any Dividend Restricted Shares or Parity Notes, or (iii) make any payment to holders of any of the Dividend
Restricted Shares or any of the Parity Notes in respect of dividends not declared or paid on such Dividend Restricted
Shares or interest not paid on such Parity Notes, respectively (the "Dividend Stopper Undertaking").

It is in our interest to ensure that interest on the Notes is timely paid so as to avoid triggering the Dividend Stopper
Undertaking. See "Description of the Notes -- Dividend Stopper Undertaking" and "Risk Factors."

Automatic Conversion

The Notes, including accrued and unpaid interest thereon, will be converted automatically ("Automatic Conversion"),
without the consent of the Noteholders, into shares of a newly issued series of our preference shares, designated as
Preference Shares, Series 2016-A (the "Conversion Preference Shares") upon the occurrence of: (i) the making by
Enbridge of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to
do so) under the Bankruptcy and Insolvency Act (Canada) or the Companies' Creditors Arrangement Act (Canada),
(ii) any proceeding instituted by Enbridge seeking to adjudicate it a bankrupt or insolvent, or, where Enbridge is
insolvent, seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or
composition of its debts under any law relating to bankruptcy or insolvency in Canada, or seeking the entry of an order
for the appointment of a receiver, interim receiver, trustee or other similar official for Enbridge or any substantial part of
its property and assets in circumstances where Enbridge is adjudged a bankrupt or insolvent, (iii) a receiver, interim
receiver, trustee or other similar official is appointed over Enbridge or for any substantial part of its property and assets
by a court of competent jurisdiction in circumstances where Enbridge is adjudged a bankrupt or insolvent under any law
relating to bankruptcy or insolvency in Canada; or (iv) any proceeding is instituted against Enbridge seeking to adjudicate
it a bankrupt or insolvent or, where Enbridge is insolvent, seeking liquidation, winding up, dissolution, reorganization,
arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy or insolvency
in Canada, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar
official for Enbridge or any substantial part of its property and assets in circumstances where Enbridge is adjudged a
bankrupt or insolvent under any law relating to bankruptcy or insolvency in Canada, and either such proceeding has not
been stayed or dismissed within sixty (60) days of the institution of any such proceeding or the actions sought in such
proceedings occur, including the entry of an order for relief against Enbridge or the appointment of a receiver, interim
receiver, trustee, or other similar official for it or for any substantial part of its property and assets (each, an "Automatic
Conversion Event").

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The Automatic Conversion shall occur upon an Automatic Conversion Event (the "Conversion Time"). At the Conversion
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Time, the Notes shall be automatically converted, without the consent of the Noteholders, into a newly issued series of
fully-paid Conversion Preference Shares. At such time, the Notes shall be deemed to be immediately and automatically
surrendered and cancelled without need for further action by the Noteholders, who shall thereupon automatically cease to
be holders thereof and all rights of any such Noteholder as a debtholder of Enbridge shall automatically cease. At the
Conversion Time, Noteholders will receive one Conversion Preference Share for each US$1,000 principal amount of
Notes held immediately prior to the Automatic Conversion together with the number of Conversion Preference Shares
(including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the
Notes by US$1,000.

Upon an Automatic Conversion of the Notes, Enbridge reserves the right not to issue some or all, as applicable, of the
Conversion Preference Shares to any person whose address is in, or whom Enbridge or its transfer agent has reason to
believe is a resident of, any jurisdiction outside of Canada and the United States to the extent that: (i) the issuance or
delivery by Enbridge to such person, upon an Automatic Conversion of Conversion Preference Shares, would require
Enbridge to take any action to comply with securities or analogous laws of such jurisdiction, or (ii) withholding tax would
be applicable in connection with the delivery to such person of Conversion Preference Shares upon an Automatic
Conversion ("Ineligible Persons"). In such circumstances, Enbridge will hold all Conversion Preference Shares that would
otherwise be delivered to Ineligible Persons, as agent for Ineligible Persons, and will attempt to facilitate the sale of such
Conversion Preference Shares through a registered dealer retained by Enbridge for the purpose of effecting the sale
(to parties other than Enbridge, its affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such
Conversion Preference Shares.

As the events that give rise to an Automatic Conversion are bankruptcy and related events, it is in the interest of Enbridge
to ensure that an Automatic Conversion does not occur, although the events that could give rise to an Automatic
Conversion may be beyond our control. See "Description of the Notes -- Automatic Conversion," "Description of
Conversion Preference Shares" and "Risk Factors."

Redemption Right

On or after January 15, 2027, we may, at our option, on giving not more than 60 nor less than 30 days' notice to the
Noteholders, redeem the Notes, in whole at any time or in part from time to time on any Interest Payment Date. The
redemption price per US$1,000 principal amount of Notes redeemed on any Interest Payment Date will be 100% of the
principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.
Notes that are redeemed shall be cancelled and shall not be reissued. See "Description of the Notes -- Redemption
Right."

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Redemption on Tax Event
Prior to the initial Interest Reset Date and within 90 days of a Tax Event, we may, at our option, redeem all (but not less
or Rating Event
than all) of the Notes at a redemption price per US$1,000 principal amount of such Notes equal to 100% of the principal
amount thereof, together with accrued and unpaid interest to but excluding the date fixed for redemption. See
"Description of the Notes -- Redemption on Tax Event or Rating Event."

Prior to the initial Interest Reset Date and within 90 days of a Rating Event, we may, at our option, redeem all (but not
less than all) of the Notes at a redemption price per US$1,000 principal amount of the Notes equal to 102% of the
principal amount thereof, together with accrued and unpaid interest to but excluding the date fixed for redemption. See
"Description of the Notes -- Redemption on Tax Event or Rating Event."

Additional Covenants

In addition to the Dividend Stopper Undertaking, we will covenant for the benefit of the Noteholders that we will not
create or issue any preference shares which, in the event of insolvency or winding-up of the Corporation, would rank in
right of payment in priority to the Conversion Preference Shares.

Subordination

The Notes will be our direct unsecured subordinated obligations. The payment of principal and interest on the Notes will
be subordinated in right of payment to the prior payment in full of all present and future Senior Indebtedness, and will be
effectively subordinated to all indebtedness and obligations of our subsidiaries.

"Senior Indebtedness" means obligations (other than non-recourse obligations, the Notes or any other obligations
specifically designated as being subordinate in right of payment to such obligations) of, or guaranteed or assumed by, the
Corporation for borrowed money or evidenced by bonds, debentures or notes or obligations of the Corporation for or in
respect of bankers' acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all
reimbursement obligations in respect of each of the forgoing) or other similar instruments, and amendments, renewals,
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extensions, modifications and refunding of any such indebtedness or obligation.

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Payment of Additional

All payments made by or on account of any obligation of the Corporation under or with respect to the Notes shall be
Amounts
made free and clear of and without withholding or deduction for, or on account of, any present, or future tax, duty, levy,
impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto)
imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or
agency therein or thereof having power to tax ("Canadian Taxes"), unless the Corporation is required to withhold or
deduct Canadian Taxes by law or by the interpretation or administration thereof by the relevant government authority or
agency. If the Corporation is so required to withhold or deduct any amount for or on account of Canadian Taxes from any
payment made under or with respect to the Notes, the Corporation shall pay as additional interest such additional amounts
as may be necessary so that the net amount received by each Noteholder after such withholding or deduction shall not be
less than the amount such Noteholder would have received if such Canadian Taxes had not been withheld or deducted,
subject to certain exceptions. See "Description of the Notes -- Payment of Additional Amounts." No additional amounts
will be paid by the Corporation on dividends paid or deemed to be paid on the Conversion Preference Shares.

Conflicts of Interest

We may have outstanding existing indebtedness owing to certain of the underwriters and affiliates of such underwriters, a
portion of which we may repay with the net proceeds from this offering. See "Use of Proceeds." As a result, one or more
of such underwriters or their affiliates may receive more than 5% of the net proceeds from this offering in the form of
repayment of such existing indebtedness. Accordingly, this offering is being made pursuant to Rule 5121 of the Financial
Industry Regulatory Authority, Inc. Pursuant to this rule, the appointment of a qualified independent underwriter is not
necessary in connection with this offering, because the conditions of Rule 5121(a)(1)(C) are satisfied.

Form

The Notes will be represented by fully registered global Notes deposited in book-entry form with, or on behalf of, The
Depository Trust Company, and registered in the name of its nominee. See "Description of the Notes -- Book-Entry
System" in this prospectus supplement. Except as described under "Description of the Notes" in this prospectus
supplement and "Description of Debt Securities" in the accompanying prospectus, Notes in certificated form will not be
issued.

Governing Law

The Notes and the indenture governing the Notes will be governed by the laws of the State of New York, except for the
subordination provisions in Article 7 of the second supplemental indenture to the indenture governing the Notes, which
will be governed by the laws of the Province of Alberta.
Conversion Preference Shares
The Conversion Preference Shares will be entitled to receive cumulative preferential cash dividends, if, as and when declared by the board of
directors of Enbridge, subject to the Canada Business Corporations Act at the same rate as the interest rate that would have accrued on the Notes (had the
Notes remained outstanding) as described under "Description of the Notes -- Interest and Maturity") (the "Perpetual Preference Share Rate"), payable on
each semi-annual or quarterly dividend payment date, as the case may be, subject to any applicable withholding tax. See "Description of Conversion
Preference Shares."

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RISK FACTORS
You should consider carefully the following risks and other information contained in and incorporated by reference into this prospectus supplement
and the accompanying prospectus before deciding to invest in the Notes. The following risks and uncertainties could materially and adversely affect our
financial condition and results of operations. In that event, the value of our securities, including the Notes and the Conversion Preference Shares, or our
ability to meet our obligations under the Notes or the Conversion Preference Shares, may be adversely affected.
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