Enbridge Inc. has made certain Canadian and U.S. securities filings to enable an at-the-market equity issuance program (the ATM Option). The ATM Option provides Enbridge with additional flexibility to partially fund its previously announced acquisitions of three U.S. natural gas utilities from Dominion Energy, Inc. (the Acquisitions) and the Company intends that proceeds would be used for that purpose. The Company continues to have a variety of alternative funding options available to it for the Acquisitions, including the issuance of senior unsecured notes and junior subordinated (hybrid) debt, and its ongoing capital recycling program.
Pursuant to the ATM Option, Enbridge may issue and sell, at its discretion, up to $2.75 billion (or the U.S. dollar equivalent) of common shares of the Company (Common Shares) from treasury to the public from time to time, at the market prices prevailing at the time of sale through the Toronto Stock Exchange, the New York Stock Exchange or any other marketplace in Canada or the United States where the Common Shares may be traded, and, as a result, prices at which the Common Shares are sold may vary among purchasers and during the period of any distribution.
Distributions of Common Shares, if any, pursuant to the ATM Option will be made through "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions and in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the U.S. Securities Act of 1933, as amended, or as otherwise permitted by applicable laws, in each case, pursuant to the terms of an equity distribution agreement (the Equity Distribution Agreement) dated May 15, 2024 entered into between the Company and a syndicate of sales agents led by BMO Nesbitt Burns Inc. in Canada and BMO Capital Markets Corp. in the United States (the lead sales agents), and including CIBC Capital Markets, National Bank Financial Markets, Scotiabank, TD Securities, Barclays, BofA Securities, Citigroup, Deutsche Bank Securities, Mizuho, Wells Fargo Securities, RBC Capital Markets, ATB Capital Markets, Desjardins Capital Markets and Morgan Stanley.
The ATM Option is being made in Canada only pursuant to a Canadian prospectus supplement dated May 15, 2024 (the Canadian Prospectus Supplement) to the Company's Canadian short form base shelf prospectus dated September 5, 2023 (the Canadian Prospectus) and in the United States only pursuant to a U.S. prospectus supplement dated May 15, 2024 (the U.S. Prospectus Supplement) to the Company's U.S. base prospectus (the U.S. Prospectus) included in its U.S. registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the SEC) on July 29, 2022. Before making an investment in the Common Shares, potential investors should read the Canadian Prospectus and the Canadian Prospectus Supplement or the U.S. Prospectus and the U.S. Prospectus Supplement, as applicable, for more information about Enbridge and the ATM Option. Copies of the Canadian Prospectus, the Canadian Prospectus Supplement, and the Equity Distribution Agreement are available on SEDAR+ (http://www.sedarplus.ca) and copies of the U.S. Prospectus, the U.S. Prospectus Supplement and the Equity Distribution Agreement are available on the SEC's website (http://www.sec.gov). Potential investors can request copies of the Canadian Prospectus and the Canadian Prospectus Supplement or the U.S. Prospectus and the U.S. Prospectus Supplement, as applicable, from the lead sales agents by contacting:
I. in Canada: BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, by telephone at 905-791-3151 Ext. 4312, or by email at torbramwarehouse@datagroup.ca.
II. in the United States: BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com.
