Emera Incorporated (“Emera”) announced the commencement of an exchange offer (the “Exchange Offer”) for USD $500 million aggregate principal amount of outstanding 7.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the “Old Notes”) by its wholly owned indirect subsidiary, EUSHI Finance, Inc. (the “Issuer”).
On June 18, 2024, the Issuer completed the issuance of the Old Notes to “qualified institutional buyers” under Rule 144A of the United States Securities Act of 1933, as amended (the “Securities Act”), to non-U.S. persons under Regulation S of the Securities Act and on a private placement basis in Canada. The Old Notes are guaranteed by Emera and Emera US Holdings Inc., a wholly owned direct and indirect subsidiary of Emera.
The Old U.S. Notes are as follows:
USD $500 million 7.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054
In connection with the initial issuance of the Old Notes, the Issuer entered into a registration rights agreement with the initial purchasers of the Old Notes in which it undertook to offer to exchange the Old Notes for new notes registered under the Securities Act (the “New Notes”).
Pursuant to an effective registration statement on Form F-10/Form S-4 filed with the United States Securities and Exchange Commission (the “SEC”), holders of the Old Notes will be able to exchange the Old Notes for New Notes in an equal principal amount. The terms of the New Notes to be issued in the Exchange Offer are identical in all material respects to the terms of the Old Notes except that the New Notes have been registered under the Securities Act and will not bear any legend restricting transfer. The registration rights and additional interest provisions relating to the Old Notes do not apply to the New Notes.
On December 13, 2024, the Issuer commenced the Exchange Offer pursuant to a registration statement that has been declared effective by the SEC. Expiration of the Exchange Offer is expected to occur at 11:59 p.m., New York City time on January 13, 2025 (unless otherwise terminated or extended), with settlement of the Exchange Offer occurring shortly thereafter.
The terms of the Exchange Offer are set forth in a prospectus dated December 13, 2024. Tenders of Old Notes must be made before the Exchange Offer expires and may be withdrawn any time prior to expiration of the Exchange Offer. Documents related to the Exchange Offer, including the prospectus and the associated letter of transmittal, have been filed with the SEC and may be obtained from the exchange agent, D.F. King & Co., Inc., 48 Wall Street - 22nd Floor, New York, New York 10005, attention: Kristian Klein; banks and brokers call collect: (212) 269-5550, all others call toll-free (877) 732-3617, email: EMA@dfking.com.
This announcement is neither an offer to buy nor a solicitation of an offer to sell any of the Issuer or Emera’s securities. The Exchange Offer is being made only pursuant to the Exchange Offer documents which have been filed with the SEC including the prospectus and letter of transmittal that are being distributed to holders of the Old Notes.
