Issuer:

Enbridge Inc. (the “Company”)

Expected Ratings
(Moody’s/S&P/Fitch/DBRS)*:

Ba2 / BBB- / BBB- / BBB (low)

Security Type:

Fixed-to-Floating Rate Subordinated Notes Series 2018-A due March 1, 2078 (the “Notes”)

Pricing Date:

February 26, 2018

Settlement Date:

March 1, 2018 (T+3)

Net Proceeds (before expenses):

$841,500,000

Maturity Date:

March 1, 2078

Principal Amount of Notes:

US$850,000,000

Price to Public:

100.000%

Interest Rate and Interest Payment Dates:

        Fixed Rate Period:

From the issue date of the Notes to, but excluding, March 1, 2028 at a fixed rate equal to 6.250% per year, payable semi-annually in arrears on March 1 and September 1 of each year, with the first payment at such rate being on September 1, 2018.

        Floating Rate Period:

From March 1, 2028, and on every March 1, June 1, September 1 and December 1 of each year thereafter until March 1, 2078 (each such date, an “Interest Reset Date”), the interest rate on the Notes will be reset as follows: 

(i) starting on March 1, 2028, on every Interest Reset Date until March 1, 2048, the interest rate on the Notes will be reset at an interest rate per annum equal to the three month LIBOR plus 3.641%, payable in arrears, with the first payment at such rate being on March 1, 2028 and, 

(ii) starting on March 1, 2048, on every Interest Reset Date, until March 1, 2078, the interest rate on the Notes will be reset on each Interest Reset Date at an interest rate per annum equal to the three month LIBOR plus 4.391%, payable in arrears, with the first payment at such rate being on March 1, 2048.

Day Count Convention:

Fixed Rate Period: 360-day year consisting of twelve 30-day months.

Floating Rate Period: Actual number of days elapsed during each interest period and a 360-day year.

Business Day:

Any day other than a day on which banks are permitted or required to be closed in New York City, New York or Calgary, Alberta.

Optional Redemption:

On or after March 1, 2028, the Company may, at its 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 per US$1,000 principal amount of the Notes equal to 100% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

Redemption on Tax Event or Rating Event:

Prior to the initial Interest Reset Date and within 90 days of a Tax Event, the Company may, at its 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 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 following the occurrence of a Rating Event, the Company may, at its 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.

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 2018-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 compromise 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 the property and assets of 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 compromise 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 the property and assets of 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”).

The Automatic Conversion shall occur upon an Automatic Conversion Event (the “Conversion Time”). At the Conversion 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.

CUSIP / ISIN:

29250N AW5 / US29250NAW56

Joint Book-Running Managers:

Credit Suisse Securities (USA) LLC
Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

Co-Managers:

HSBC Securities (USA) Inc.
MUFG Securities Americas Inc.
Wells Fargo Securities, LLC