Obligation Enbridge Energy 3.125% ( US29250NAZ87 ) en USD

Enbridge Energy

93.168 % ▲

Canada

US29250NAZ87 ( en USD )

3.125% par an ( paiement semestriel )

14/11/2029

Prospectus brochure de l'obligation Enbridge US29250NAZ87 en USD 3.125%, échéance 14/11/2029

29250NAZ8

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/05/2025 ( Dans 16 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 (US29250NAZ87, CUSIP 29250NAZ8) émise au Canada, affichant un prix actuel de marché de 92,044% en USD, offre un taux d'intérêt de 3,125% jusqu'à sa maturité le 14 novembre 2029, avec des paiements semestriels, et bénéficie d'une notation BBB+ par S&P et Baa2 par Moody's.

424B5 1 a19-22424_1424b5.htm 424B5
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231553

CALCULATION OF REGISTRATION FEE

Proposed
Proposed Maximum
Maximum
Amount of
Title of Each Class of Securities
Amount to be
Offering Price Per
Aggregate
Registration
to be Registered
Registered
Security
Offering Price
Fee(1)(2)

2.500% Notes due 2025
US$
500,000,000
99.814%
US$
499,070,000
US$
64,779.29

Guarantees of 2.500% Notes due 2025
--
--
--
(3)

3.125% Notes due 2029
US$
1,000,000,000
99.923%
US$
999,230,000
US$ 129,700.05

Guarantees of 3.125% Notes due 2029
--
--
--
(3)

4.000% Notes due 2049
US$
500,000,000
98.845%
US$
494,225,000
US$
64,150.41

Guarantees of 4.000% Notes due 2049
--
--
--
(3)

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is
US$258,629.75.

(2) Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, US$730,170 was previously paid by the Registrant in connection with
the registration of unissued securities under the Registrant's F-10 shelf registration statement (File No. 333-220471), filed on September 14,
2017 and under the Registrant's F-3 shelf registration statement (File No. 333-221507), filed on November 22, 2017, and was carried forward
to the Registrant's S-3 shelf registration statement (File No. 333-223094), filed on February 20, 2018, of which US$549,645 was further
carried forward to the Registrant's S-3 shelf registration statement (File No. 333-231553), filed on May 17, 2019. The US$258,629.75 filing
fee with respect to the notes offered and sold hereby pursuant to this registration statement is offset against those filing fees carried forward,
and US$291,015 remains available for future registration fees. No additional filing fee has been paid with respect to this offering.

(3) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees of the notes.

Prospectus Supplement
November 13, 2019
(To Prospectus Dated May 17, 2019)

US$

Enbridge Inc.

US$500,000,000 2.500% Senior Notes due 2025
US$1,000,000,000 3.125% Senior Notes due 2029
US$500,000,000 4.000% Senior Notes due 2049

Fully and Unconditionally Guaranteed by
Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP

We are offering US$500,000,000 aggregate principal amount of 2.500% Senior Notes due 2025 (the "2025 Notes"), US$1,000,000,000
aggregate principal amount of 3.125% Senior Notes due 2029 (the "2029 Notes") and US$500,000,000 aggregate principal amount of 4.000%
Senior Notes due 2049 (the "2049 Notes" and, together with the 2025 Notes and the 2029 Notes, the "Notes"). The 2025 Notes will mature on
January 15, 2025, the 2029 Notes will mature on November 15, 2029 and the 2049 Notes will mature on November 15, 2049. The 2025 Notes will
bear interest at the rate of 2.500% per annum, payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2020. The 2029
https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

Notes will bear interest at the rate of 3.125% per annum, payable semi-annually in arrears on May 15 and November 15, beginning on May 15,
2020. The 2049 Notes will bear interest at the rate of 4.000% per annum, payable semi-annually in arrears on May 15 and November 15, beginning
on May 15, 2020.

We may redeem some or all of the Notes of each series at any time at the applicable redemption prices and subject to the conditions
described under "Description of the Notes and the Guarantees -- Redemption -- Optional Redemption". We may also redeem any series of the
Notes in whole, at any time, if certain changes affecting Canadian withholding taxes occur. See "Description of the Notes and the Guarantees --
Redemption -- Tax Redemption".

The Notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all of our existing and future
unsecured and unsubordinated debt. See "Description of the Notes and the Guarantees -- General". The guarantees of the Notes will be direct,
unsecured and unsubordinated obligations of Enbridge Energy Partners, L.P. and Spectra Energy Partners, LP (together, the "Guarantors"), each an
indirect, wholly-owned subsidiary of Enbridge, and will rank equally with all of the applicable Guarantor's existing and future unsecured and
unsubordinated debt. See "Description of the Notes and the Guarantees -- Guarantees".

The Notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Notes on any
securities exchange.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Table of Contents

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 many 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 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-6 of this prospectus
supplement.

Per
Per
Per
2025
2029
2049
Note
Total
Note
Total
Note
Total

Public offering price
99.814% US$
499,070,000
99.923% US$
999,230,000
98.845% US$
494,225,000

Underwriting discounts and
commissions
0.600% US$
3,000,000
0.650% US$
6,500,000
0.875% US$
4,375,000

Proceeds to us (before
expenses)
99.214% US$
496,070,000
99.273% US$
992,730,000
97.970% US$
489,850,000

Interest on the Notes will accrue from November 15, 2019.

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 SA/NV, as operator of the Euroclear System ("Euroclear"), and Clearstream
Banking, société anonyme ("Clearstream"), on or about November 15, 2019.

Joint Book-Running Managers

Barclays
Credit Suisse
Deutsche Bank Securities
SMBC Nikko

Credit Agricole CIB
Mizuho Securities
Wells Fargo Securities

Co-Managers

SunTrust Robinson Humphrey
BB&T Capital Markets
KeyBanc Capital Markets
Loop Capital Markets
https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

S-ii
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 accompanying prospectus, gives more general information, some of which may not apply to the Notes we are
offering. The accompanying prospectus, dated May 17, 2019, 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 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 the 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 the Notes and the Guarantees" 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.

S-iii
Table of Contents

TABLE OF CONTENTS

Prospectus Supplement

Page

Special Note Regarding Forward-Looking Statements
S-v
Where You Can Find More Information
S-vi
Documents Incorporated by Reference
S-vi
Summary
S-1
Risk Factors
S-6
Consolidated Capitalization
S-9
Use of Proceeds
S-10
Description of the Notes and the Guarantees
S-11
Material Income Tax Considerations
S-28
Certain Benefit Plan Investor Considerations
S-31
Underwriting
S-32
Expenses
S-36
Validity of Securities
S-36
Experts
S-36

Prospectus

https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

Page

About this Prospectus
2
Note Regarding Forward-Looking Statements
3
Where You Can Find More Information
5
Incorporation by Reference
6
The Corporation
7
Risk Factors
8
Use of Proceeds
9
Description of Debt Securities
10
Description of Share Capital
14
Material Income Tax Considerations
16
Certain Benefit Plan Investor Considerations
17
Plan of Distribution
18
Enforcement of Civil Liabilities
19
Validity of Securities
20
Experts
21

S-iv
Table of Contents

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", "believe", "estimate", "expect", "forecast", "intend", "likely", "plan", "project",
"target" 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, income taxes and depreciation and amortization ("EBITDA"); expected earnings/(loss); expected earnings/(loss)
per share; expected future cash flows; expected performance of the Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution,
Renewable Power Generation and Transmission, and Energy Services businesses; financial strength and flexibility; expectations on sources of
liquidity and sufficiency of financial resources; 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; expected future growth and expansion opportunities; expectations about the Corporation's
joint venture partners' ability to complete and finance projects under construction; expected closing of acquisitions and dispositions and expected
timing thereof; estimated future dividends; expected future actions of regulators and related court proceedings; expected costs related to leak
remediation and potential insurance recoveries; expectations regarding commodity prices; supply forecasts; this offering, including the closing date
thereof, the expected use of proceeds and the Corporation's intention to not list the Notes on any stock exchange or other market; expectations
regarding the impact of the stock-for-stock merger transaction completed on February 27, 2017 between Enbridge and Spectra Energy Corp (the
"Merger Transaction") including the combined Corporation's scale, financial flexibility, growth program, future business prospects and
performance; United States Line 3 Replacement Program; the expected in-service date of the Canadian Line 3 Replacement Program; Line 5
related matters; Mainline System contracting; expected impact of the Federal Energy Regulatory Commission policy on treatment of income taxes;
the transactions undertaken to simplify the Corporation's corporate structure; the Corporation's dividend payout policy; dividend growth and
dividend payout expectation; expectations on impact of the Corporation's hedging program; and expectations resulting from the successful
execution of the Corporation's 2018-2020 Strategic Plan.

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 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 labor 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 closing of
dispositions and of this offering; the realization of anticipated benefits and synergies of the Merger Transaction; governmental legislation;
https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

acquisitions and the timing thereof; the success of integration plans; impact of the dividend policy on the Corporation's future cash flows; credit
ratings; capital project funding; expected EBITDA; expected earnings/(loss); earnings/(loss) per share; future cash flows; 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, 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

S-v
Table of Contents

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 EBITDA, earnings/(loss),
earnings/(loss) per share, or estimated future dividends. The most relevant assumptions associated with forward-looking statements regarding
announced projects and projects under construction, including estimated completion dates and expected capital expenditures, include the following:
the availability and price of labor and construction materials; the effects of inflation and foreign exchange rates on labor and material costs; the
effects of interest rates on borrowing costs; the impact of weather; and customer, government and regulatory approvals on construction and in-
service schedules and cost recovery regimes.

The Corporation's forward-looking statements are subject to risks and uncertainties pertaining to the realization of anticipated benefits
and synergies of the Merger Transaction, operating performance, regulatory parameters, changes in regulations applicable to the Corporation's
business, dispositions, the transactions undertaken to simplify the Corporation's corporate structure dividend policy, project approval and support,
renewals of rights of way, weather, economic and competitive conditions, public opinion, changes in tax laws and tax rates, changes in trade
agreements, exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities, including but not
limited to those risks and uncertainties discussed in the prospectus, this prospectus 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 "Note Regarding Forward-Looking Statements" in the prospectus and "Risk Factors" in this prospectus supplement and the prospectus.

WHERE YOU CAN FIND MORE INFORMATION

The Corporation is subject to the information requirements of the U.S. Exchange Act, and in accordance therewith files reports and other
information with the United States Securities and Exchange Commission (the "SEC"). Such reports and other information are available on the
SEC's website at www.sec.gov and the Corporation's website at www.enbridge.com. The information contained on or accessible from these
websites does not constitute a part of this prospectus and is not incorporate by reference herein. Prospective investors may read and download some
of the documents the Corporation has filed with the SEC's Electronic Data Gathering and Retrieval system at www.sec.gov. Reports and other
information about the Corporation may also be inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York
10005.

We have filed with the SEC a registration statement on Form S-3 relating to certain securities, including the Notes offered by this
prospectus supplement. This prospectus supplement and the accompanying prospectus are a part of the registration statement and do not contain all
the information in the Registration Statement. Whenever a reference is made in this prospectus supplement or the accompanying prospectus to a
contract or other document, the reference is only a summary and you should refer to the exhibits that are a part of the Registration Statement for a
copy of the contract or other document. You may review a copy of the Registration Statement through the SEC's website.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference the information we file with the SEC. This means that we can disclose important
information to you by referring to those documents and later information that we file with the SEC. The information that we incorporate by
reference is an important part of this prospectus supplement and the accompanying prospectus. We incorporate by reference the following
documents and any future filings that we make with the SEC under Sections 13(a), 13(c) and 15(d) of the U.S. Exchange Act, as amended, until
the termination of the offering under this prospectus supplement:

https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

S-vi
Table of Contents

·
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 15, 2019;

·
The information in the Corporation's Definitive Proxy Statement on Schedule 14A, filed on March 27, 2019, that is incorporated by

reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 15, 2019;

·
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019, filed on May 10, 2019, June 30, 2019, filed on

August 2, 2019, and September 30, 2019, filed on November 8, 2019; and

·
Current Reports on Form 8-K filed on January 24, 2019, February 15, 2019 (filed portion only), March 4, 2019, March 12, 2019,

April 25, 2019, May 9, 2019 and May 10, 2019 (which updates our audited financial statements contained in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2018).

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.

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 1-403-231-3900). Documents that we file with or furnish to the SEC are also
available on the website maintained by the SEC (www.sec.gov). This site contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The information on that website is not part of this prospectus supplement.

S-vii
Table of Contents

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 is one of North America's largest energy infrastructure companies. The Corporation's core businesses include Liquids Pipelines,
which transports approximately 25% of the crude oil produced in North America; Gas Transmission and Midstream, which transports
approximately 20% of the natural gas consumed in the United States; and Utilities and Power Operations, which serves approximately 3.7 million
retail customers in Ontario and Quebec, and generates approximately 1,750 megawatts of net renewable power in North America and Europe.

Enbridge is a public company, with common shares that trade on both the Toronto Stock Exchange and the New York Stock
Exchange under the symbol "ENB". The Corporation was incorporated under the Companies Ordinance of the Northwest Territories on
April 13, 1970 and was continued under the Canada Business Corporations Act on December 15, 1987. 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 1-403-231-3900.

S-1
Table of Contents

The Offering
https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

In this section, the terms "Corporation", "Enbridge", "we", "us" or "our" refer only to Enbridge Inc. and not to its subsidiaries.

Issuer
Enbridge Inc.

Guarantors
Enbridge Energy Partners, L.P. ("EEP") and Spectra Energy Partners,
LP ("SEP" and, together with EEP, the "Guarantors"). The Guarantors
are indirect, wholly-owned subsidiaries of the Corporation.

Securities Offered
US$500,000,000 aggregate principal amount of 2.500% Senior Notes
due 2025 (the "2025 Notes").

US$1,000,000,000 aggregate principal amount of 3.125% Senior Notes
due 2029 (the "2029 Notes").

US$500,000,000 aggregate principal amount of 4.000% Senior Notes
due 2049 (the "2049 Notes" and, together with the 2025 Notes and the
2029 Notes, the "Notes").

Maturity Date
The 2025 Notes will mature on January 15, 2025.

The 2029 Notes will mature on November 15, 2029.

The 2049 Notes will mature on November 15, 2049.

Interest
The 2025 Notes will bear interest at a rate of 2.500% per annum,
payable semi-annually on January 15 and July 15 of each year,
beginning on July 15, 2020.

The 2029 Notes will bear interest at a rate of 3.125% per annum,
payable semi-annually on May 15 and November 15 of each year,
beginning on May 15, 2020.
The 2049 Notes will bear interest at a rate of 4.000% per annum,
payable semi-annually on May 15 and November 15 of each year,
beginning on May 15, 2020.
Interest on the Notes will accrue from November 15, 2019.

Interest on the Notes of each series will be computed on the basis of a
360-day year of twelve 30-day months.

Ranking of the Notes
The Notes will be our direct, unsecured and unsubordinated obligations
and will rank equally with all of our existing and future unsecured and
unsubordinated debt. Our business operations are conducted
substantially through our subsidiaries and through our partnerships and
joint ventures. The Notes will be structurally subordinated to all
existing and future liabilities of our subsidiaries other than the
Guarantors. See "Description

S-2
Table of Contents

of the Notes and the Guarantees -- General" in this prospectus
supplement.

As of September 30, 2019, the long-term debt (excluding current
portion, as well as guarantees and intercompany obligations between the
Corporation and its subsidiaries) of the Corporation's subsidiaries other
https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

than the Guarantors totaled approximately $26,593 million.

Guarantees
The Notes will be fully, unconditionally, irrevocably, absolutely and
jointly and severally guaranteed by each of the Guarantors. The
guarantees of the Notes will be general, unsecured, senior obligations of
each of the Guarantors and will rank equally with all other existing and
future unsecured and unsubordinated indebtedness of that Guarantor,
other than preferred claims imposed by statute.

Pursuant to the Indenture (as defined herein) governing the Notes, the
guarantees of either Guarantor will be unconditionally released and
discharged automatically upon the occurrence of certain events as
described under "Description of the Notes and the Guarantees --
Guarantees" in this prospectus supplement.

Optional Redemption
We may redeem some or all of the Notes of each series at any time. If
the redemption date in respect of any 2025 Notes is more than one
month prior to the maturity date of the 2025 Notes, if the redemption
date in respect of any 2029 Notes is more than three months prior to the
maturity date of the 2029 Notes, or if the redemption date in respect of
any 2049 Notes is more than six months prior to the maturity date of the
2049 Notes, then the redemption price will equal the applicable "make-
whole" price described in this prospectus supplement under
"Description of the Notes and the Guarantees -- Redemption --
Optional Redemption", plus accrued and unpaid interest to the
redemption date. If the redemption date in respect of any 2025 Notes is
on or after the date that is one month prior to the maturity date of the
2025 Notes, if the redemption date in respect of any 2029 Notes is on or
after the date that is three months prior to the maturity date of the 2029
Notes or if the redemption date in respect of any 2049 Notes is on or
after the date that is six months prior to the maturity date of the 2049
Notes, then the redemption price will equal 100% of the principal
amount of the Notes being redeemed, plus accrued and unpaid interest
to the redemption date.

Change in Tax Redemption
We may redeem the Notes of any series in whole, but not in part, at the
redemption price equal to the principal amount of Notes being
redeemed, plus accrued and unpaid interest to the redemption date, at
any time in the event certain changes affecting Canadian withholding
taxes occur. See "Description of the Notes and the Guarantees --
Redemption -- Tax Redemption" in this prospectus supplement.

S-3
Table of Contents

Sinking Fund
The Notes will not be entitled to the benefit of a sinking fund.

Use of Proceeds
We estimate that the net proceeds of the offering of the Notes, after
deducting underwriting discounts and commissions and the estimated
expenses of the offering, will be approximately US$1,978,355,000. We
intend to use the net proceeds of this offering to refinance, redeem or
repurchase existing indebtedness of the Corporation or its subsidiaries
and, if applicable, for other general corporate purposes of the
Corporation and its affiliates. See "Use of Proceeds" in this prospectus
supplement.

Additional Amounts
Any payments made by us with respect to the Notes of a series will be
made without withholding or deduction for Canadian taxes unless
required to be withheld or deducted by law or by the interpretation or
https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

administration thereof. If we are so required to withhold or deduct for
Canadian taxes with respect to a payment to the holders of Notes of a
series, we will pay the additional amounts necessary so that the net
amounts received by the holders of those Notes after the withholding or
deduction is not less than the amounts that those holders would have
received in the absence of the withholding or deduction. See
"Description of the Notes and the Guarantees -- Payment of Additional
Amounts" in this prospectus supplement.

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 Note and the Guarantees -- Book-Entry System" in this
prospectus supplement. Except as described under "Description of the
Notes and the Guarantees" in this prospectus supplement, Notes in
certificated form will not be issued.

Trustee and Paying Agent
Deutsche Bank Trust Company Americas.

Governing Law
The Notes and the related guarantees will be, and the Indenture is,
governed by the laws of the State of New York.

Risk Factors
Investing in the Notes involves risks. See "Risk Factors" beginning on
page S-6 of this prospectus supplement for a discussion of factors that
you should refer to and carefully consider before deciding to invest in
these Notes.

Lack of Public Market for the Notes
The Notes are a new issue of securities with no established trading
market. We do not intend to apply for listing of the Notes on any
securities exchange. The underwriters have advised us that they intend
to make a market in the Notes as permitted by applicable laws and
regulations; however, the underwriters are not obligated to make a
market in the Notes, and they may discontinue their market-making
activities at any time without notice.

Conflicts of Interest
We may have outstanding existing indebtedness owing to certain of the
underwriters and affiliates of the underwriters, a portion of which we
may repay with the net proceeds of this

S-4
Table of Contents

offering. See "Use of Proceeds" in this prospectus supplement. As a
result, one or more of the underwriters or their affiliates may receive
more than 5% of the net proceeds from this offering in the form of the
repayment of 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.

S-5
Table of Contents

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 of any series. In particular, we urge you to consider carefully
https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

the following risk factors, as well as the risk factors set forth under the heading "Item 1A. Risk Factors" in the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 2018, incorporated by reference into this prospectus supplement and the accompanying
prospectus. 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, or our ability to meet our obligations under the Notes, may be adversely affected.

Risks Related to the Notes

We are a holding company and as a result are dependent on our subsidiaries to generate sufficient cash and distribute cash to us to service our
indebtedness, including the Notes.

Our ability to make payments on our indebtedness, fund our ongoing operations and invest in capital expenditures and any acquisitions
will depend on our subsidiaries' (including subsidiary partnerships and joint-ventures through which we conduct business) ability to generate cash
in the future and distribute that cash to us. It is possible that our subsidiaries may not generate cash from operations in an amount sufficient to
enable us to service our indebtedness, including the Notes of any series. The Notes are U.S. dollar-denominated obligations and a substantial
portion of our subsidiaries' revenues are denominated in Canadian dollars. Fluctuations in the exchange rate between the U.S. and Canadian
dollars may adversely affect our ability to service or refinance our U.S. dollar-denominated indebtedness, including the Notes.

The Notes are structurally subordinated to the indebtedness of our non-Guarantor subsidiaries.

The Notes are not guaranteed by our subsidiaries (including subsidiary partnerships and joint ventures through which we conduct
business) that are not Guarantors and are thus structurally subordinated to all of the debt of these subsidiaries. Additionally, each of the Guarantors
will be released from its guarantees following the repayment in full or discharge or defeasance of the Guarantor's debt securities outstanding as of
January 22, 2019, or upon the occurrence of certain other events, as described under "Description of the Notes and the Guarantees -- Guarantees"
in this prospectus supplement, in which case the Notes will be structurally subordinated to all of the debt of that former guarantor subsidiary. The
Corporation's interests in its subsidiaries and the partnerships and joint ventures through which it conducts business generally consist of equity
interests, which are residual claims on the assets of those entities after their creditors are satisfied. As at September 30, 2019, the long-term debt
(excluding current portion, as well as guarantees and intercompany obligations between the Corporation and its subsidiaries) of the subsidiaries of
the Corporation other than the Guarantors totaled approximately $26,593 million.

The Indenture restricts our ability to incur liens, but places no such restriction on our subsidiaries or the partnerships and joint ventures
through which we conduct business. Holders of parent company indebtedness that is secured by parent company assets will have a claim on the
assets securing the indebtedness that is prior in right of payment to our general unsecured creditors, including you as a holder of the Notes (a
"Noteholder"). The Indenture permits us to incur additional liens as described under "Description of the Notes and the Guarantees -- Covenants --
Limitation on Security Interests" in this prospectus supplement.

Your right to receive payments on the Notes is effectively subordinate to those lenders who have a security interest in the assets of the
Corporation or the Guarantors.

The Notes and the guarantees are unsecured. The Corporation or the Guarantors may incur indebtedness that is secured by certain or
substantially all of their respective tangible and intangible assets, including the equity interests of each of their existing and future subsidiaries. If
the Corporation or the Guarantors were unable to repay any such secured indebtedness, the creditors of those obligations could foreclose on the
pledged assets to the exclusion of holders of the Notes, even if an event of default exists under the Indenture at such time. As at September 30,
2019,

S-6
Table of Contents

SEP had approximately $146 million of secured indebtedness outstanding and EEP had no secured indebtedness outstanding.

We may redeem the Notes before they mature.

The Corporation may redeem the Notes of any series in the circumstances described under "Description of the Notes and the Guarantees
-- Redemption -- Optional Redemption" in this prospectus supplement and the Corporation may redeem the Notes of any series in the
circumstances described under "Description of the Notes and the Guarantees -- Redemption -- Tax Redemption" in this prospectus supplement.
These redemption rights may, depending on prevailing market conditions at the time, create reinvestment risk for the Noteholders of a series of
Notes in that they may be unable to find a suitable replacement investment with a comparable return to those Notes.

Federal and state statutes allow courts, under specific circumstances, to void the guarantees of the Notes by our Guarantors and require the
holders of the Notes to return payments received from the Guarantors.
https://www.sec.gov/Archives/edgar/data/880285/000110465919064346/a19-22424_1424b5.htm[11/15/2019 8:59:23 AM]

Document Outline

#1">
- #1">