Emera Incorporated (“Emera”) announced that the exchange offer (the “Exchange Offer”) for USD $500,000,000 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”) expired at midnight, New York City Time, on January 13, 2025.
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 were guaranteed by Emera and Emera US Holdings Inc., a wholly owned direct and indirect subsidiary of Emera.
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 and Form S-4 filed with the United States Securities and Exchange Commission (the “SEC”), holders of the Old Notes were able to exchange the Old Notes for the New Notes in an equal principal amount. The terms of the New Notes 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.
The Issuer has been advised that tenders with respect to USD $499,800,000 aggregate principal amount of the Old Notes out of a total of USD $500,000,000 aggregate principal amount outstanding were received prior to the expiration of the Exchange Offer.
The Issuer expects to issue an equal principal amount of the New Notes of each series in exchange for the Old Notes of each series that were validly tendered. Settlement of the Exchange Offer is expected to occur on or about January 17, 2025, subject to certain customary conditions.
