Obligation Enbridge Energy 0.689% ( US29250NBB01 ) en USD

Enbridge Energy

100 % ⇌

Canada

US29250NBB01 ( en USD )

0.689% par an ( paiement trimestriel )

17/02/2022 - Obligation échue

Prospectus brochure de l'obligation Enbridge US29250NBB01 en USD 0.689%, échue

2 000 USD

750 000 000 USD

29250NBB0

N/A

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 émise par Enbridge Energy ( Canada ) , en USD, avec le code ISIN US29250NBB01, paye un coupon de 0.689% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 17/02/2022

424B5 1 a20-8223_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)

Floating Rate Senior Notes due 2022
US$
750,000,000
100% US$
750,000,000
US$
97,350

Guarantees of the Floating Rate Senior Notes
due 2022
--
--
--
(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$97,350.00.

(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$97,350 filing fee
with respect to the Floating Rate Senior Notes due 2022 offered and sold hereby pursuant to this registration statement is offset against those
filing fees carried forward, and US$193,665 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
February 18, 2020
(To Prospectus Dated May 17, 2019)

US$750,000,000

Enbridge Inc.

Floating Rate Senior Notes due 2022

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

We are offering US$750,000,000 aggregate principal amount of Floating Rate Senior Notes due 2022 (the "Notes"). The Notes will
mature on February 18, 2022. The Notes will bear interest at a rate equal to the three-month LIBOR (as defined herein) plus 50 basis points per
annum, payable quarterly in arrears on February 18, May 18, August 18 and November 18 of each year, beginning on May 19, 2020, subject to the
provisions set forth under "Description of the Notes and the Guarantees -- Principal and Interest".

The Notes will not be redeemable prior to their maturity, other than, in whole, at any time, if certain changes affecting Canadian
withholding taxes occur. See "Description of the Notes and the Guarantees -- General".

The Notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all of our existing and future
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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.

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-5 of this prospectus
supplement.

Table of Contents

Per Note
Total

Public offering price
100.000% US$
750,000,000

Underwriting discounts and commissions
0.200% US$
1,500,000

Proceeds to us (before expenses)
99.800% US$
748,500,000

Interest on the Notes will accrue from February 20, 2020.

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 February 20, 2020.

Joint Book-Running Managers

BofA Securities
J.P. Morgan

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
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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-i
Table of Contents

TABLE OF CONTENTS

Prospectus Supplement

Page

Special Note Regarding Forward-Looking Statements
S-iii
Where You Can Find More Information
S-iv
Documents Incorporated by Reference
S-iv
Summary
S-1
Risk Factors
S-5
Consolidated Capitalization
S-10
Use of Proceeds
S-11
Description of the Notes and the Guarantees
S-12
Material Income Tax Considerations
S-33
Certain Benefit Plan Investor Considerations
S-36
Underwriting
S-37
Expenses
S-42
Validity of Securities
S-42
Experts
S-42

Prospectus

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-ii
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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:
the Corporation's corporate vision and strategy, including strategic priorities and enablers; expected earnings before interest, income taxes and
depreciation and amortization ("EBITDA"); expected earnings/(loss); expected future cash flows; expected distributable cash flow; expected debt-
to-EBITDA ratio; financial strength and flexibility; expectations on sources of liquidity and sufficiency of financial resources; expected strategic
priorities and performance of the Liquids Pipelines, Gas Transmission and Midstream, Gas Distribution and Storage, Renewable Power Generation
and Energy Services businesses; 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 the timing thereof;
expected benefits of transactions, including the realization of efficiencies and synergies; expected future actions of regulators and related court
proceedings and other litigation; expectations regarding commodity prices; supply and demand forecasts; this offering, including the closing date
thereof, the expected use of proceeds, the use of LIBOR (as defined herein) as the interest rate benchmark for the Notes and the Corporation's
intention to not list the Notes on any stock exchange or other market; anticipated utilization of the Corporation's existing assets; anticipated
competition; United States Line 3 Replacement Program; Line 5 related matters; Mainline System contracting; Texas Eastern rate case; estimated
future dividends; the Corporation's dividend payout policy; dividend growth and dividend payout expectation; and expectations on impact of the
Corporation's hedging program.

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
acquisitions and dispositions and of this offering; the realization of anticipated benefits and synergies of transactions; governmental legislation;
impact of the Corporation's dividend policy on its future cash flows; the Corporation's credit ratings; capital project funding; expected EBITDA;
expected earnings/(loss); expected future cash flows; expected distributable cash flow; estimated future dividends; and the impact of the transition
from LIBOR as an interest rate benchmark. 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 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 expected EBITDA, expected
earnings/(loss), expected future cash flows, expected distributable cash flow or

S-iii
Table of Contents

estimated future dividends. The most relevant assumptions associated with forward-looking statements on 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 successful execution of the
Corporation's strategic priorities, operating performance, regulatory parameters, changes in regulations applicable to the Corporation's business,
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acquisitions, dispositions and other transactions, the Corporation's 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 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 incorporated 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.

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:

·
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 14, 2020;

S-iv
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·
Our Definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Stockholders filed with the SEC on March 27,

2019 (but only the information set forth therein that is incorporated by reference into Part III of our Annual Report on Form 10-K for
the year ended December 31, 2018); and

·
Our second Current Report on Form 8-K filed on February 14, 2020.

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,
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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-v
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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 a leading North American energy infrastructure company. 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; Gas Distribution and Storage, which serves approximately 3.8 million retail customers in Ontario
and Quebec; and Renewable Power Generation, which 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
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The Offering

In this section, the terms "Corporation", "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$750,000,000 aggregate principal amount of Floating Rate Senior Notes due
2022 (the "Notes").

Maturity Date
The Notes will mature on February 18, 2022.

Interest
The Notes will bear interest at a rate equal to three-month LIBOR (as defined
herein) plus 0.50% per annum for the applicable interest period. The interest rate
will be determined by reference to a different base rate than three-month LIBOR
if we or our Designee (as defined herein) determine that a Benchmark Transition
Event (as defined herein) has occurred with respect to three-month LIBOR. See
"Description of the Notes and the Guarantees -- Principal and Interest -- Effect
of Benchmark Transition Event" in this prospectus supplement.

Interest on the Notes will be payable quarterly in arrears on February 18,
May 18, August 18 and November 18 of each year, beginning on May 19, 2020,
subject to the provisions set forth under "Description of the Notes and the
Guarantees -- Principal and Interest" in this prospectus supplement. Interest on
the Notes will accrue from February 20, 2020 and will be computed on the basis
of a 360-day year of twelve 30-day months.
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The interest rate on the Notes will be reset quarterly on February 18, May 18,
August 18 and November 18 of each year, as applicable, subject to adjustment if
any such date is not a Business Day (as defined herein).

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

As of December 31, 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 than the Guarantors totaled
approximately $24,147 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

S-2
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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
Other than as described in "Description of the Notes and the Guarantees --
Redemption -- Tax Redemption" in this prospectus supplement, the Notes are
not redeemable prior to their maturity.

Change in Tax Redemption
We may redeem the Notes 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.

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$748,190,000. We intend to use the net
proceeds of this offering to refinance 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 will be made without
withholding or deduction for Canadian taxes unless required to be withheld or
deducted by law or by the interpretation or administration thereof. If we are so
required to withhold or deduct for Canadian taxes with respect to a payment to
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the Noteholders (as defined herein), we will pay the additional amounts
necessary so that the net amounts received by the Noteholders after the
withholding or deduction is not less than the amounts that such Noteholders
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 one or more 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
Notes and the

S-3
Table of Contents

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-5
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 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-4
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. In particular, we urge you to consider carefully 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, 2019, 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.

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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. 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 December 31, 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 $24,147 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 related 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 Noteholders, even if an event of default exists under the Indenture at such time. As at December 31, 2019,

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SEP had approximately $143 million of secured indebtedness outstanding and EEP had no secured indebtedness outstanding.

Uncertainty relating to the calculation of LIBOR and other reference rates and their potential discontinuance may materially adversely affect
the amount of interest payable on, or the liquidity and value of, the Notes.

National and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices which
are deemed to be "reference rates". Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain
reference rates are determined, their discontinuance, or the establishment of alternative reference rates. In particular, on July 27, 2017, the Chief
Executive of the U.K. Financial Conduct Authority (the "FCA"), which regulates the London Interbank Offered Rate ("LIBOR"), announced that
the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. As a result, it appears highly likely that
LIBOR will be discontinued or modified by 2021, which is prior to the maturity date of the Notes.

At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR
or any other reference rate, or the establishment of alternative reference rates may have on LIBOR, other benchmarks or floating rate debt
securities, including the Notes. Uncertainty as to the nature of such potential discontinuance, modification, alternative reference rates or other
reforms may materially adversely affect the trading market for securities linked to such benchmarks, including the Notes. Furthermore, the use of
alternative reference rates or other reforms could cause the interest rate calculated for the Notes to be materially different than expected.

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If it is determined that LIBOR has been discontinued and an alternative reference rate for three-month LIBOR is used as described in
"Description of the Notes and the Guarantees -- Principal and Interest", we or our designee (which may be the calculation agent, a successor
calculation agent, or other designee of ours acting as our agent (any of such entities, a "Designee")) may make certain adjustments to this rate,
including applying a spread thereon or with respect to the business day convention, interest determination dates and related provisions and
definitions, to make such alternative reference rate comparable to three-month LIBOR, in a manner that is consistent with industry-accepted
practices or applicable regulatory or legislative actions or guidance for such alternative reference rate. Any of the specified methods of determining
floating rate alternative reference rates or the permitted adjustments to these rates may result in interest payments on the Notes that are lower than
or that do not otherwise correlate over time with the payments that would have been made on the Notes if published LIBOR continued to be
available. Other floating rate debt securities issued by other issuers, by comparison, may be subject in similar circumstances to different procedures
for the establishment of alternative reference rates. Any of the foregoing may have a material adverse effect on the amount of interest payable on
the Notes, or the market liquidity and market value of the Notes.

If a Benchmark Transition Event occurs, interest on the Notes will be calculated using a Benchmark Replacement selected by us or our
Designee.

As described in detail in the section "Description of the Notes and the Guarantees -- Principal and Interest --Effect of Benchmark
Transition Event" (the "Benchmark Transition Provisions"), if during the term of the Notes, we or our Designee determine that a Benchmark
Transition Event and its related Benchmark Replacement Date (as defined herein) have occurred with respect to three-month LIBOR, we or our
Designee in our sole discretion will select a Benchmark Replacement (as defined herein) as the base rate in accordance with the Benchmark
Transition Provisions (as defined herein). The Benchmark Replacement will include a spread adjustment, and technical, administrative or
operational changes described in the Benchmark Transition Provisions may be made to the interest rate determination if we or our Designee
determine in our sole discretion they are required.

Our interests or those of our Designee in making the determinations described above may be adverse to your interests as a Noteholder. In
so acting, our Designee would be acting solely as agent of the Corporation and our Designee would not assume any obligations or relationship of
agency or trust, including, but not limited to, any fiduciary duties or obligations, for or with any of the Noteholders. The selection of a Benchmark
Replacement, and any decisions made by us or our Designee in connection with implementing a Benchmark Replacement with respect to the
Notes, could result in adverse consequences to the applicable interest rate on the Notes, which could adversely

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affect the return on, value of and market for those securities. Further, there is no assurance that the characteristics of any Benchmark Replacement
will be similar to three-month LIBOR or that any Benchmark Replacement will produce the economic equivalent of three-month LIBOR.

The Secured Overnight Financing Rate ("SOFR") is a relatively new market index and as the related market continues to develop, there may
be an adverse effect on the return on or value of the Notes.

If a Benchmark Transition Event and its related Benchmark Replacement Date occur, then the rate of interest on the Notes will be
determined using SOFR (unless a Benchmark Transition Event and its related Benchmark Replacement Date also occur with respect to the
Benchmark Replacements that are linked to SOFR, in which case the rate of interest will be based on the next-available Benchmark Replacement).
In the following discussion of SOFR, when we refer to SOFR-linked notes or debt securities, we mean the Notes at any time when the rate of
interest on those notes or debt securities is or will be determined based on SOFR.

The Benchmark Replacements specified in the Benchmark Transition Provisions include Term SOFR, a forward-looking term rate which
will be based on the Secured Overnight Financing Rate. Term SOFR is currently being developed under the sponsorship of the Federal Reserve
Bank of New York (the "NY Federal Reserve"), and there is no assurance that the development of Term SOFR will be completed. If a Benchmark
Transition Event and its related Benchmark Replacement Date occur with respect to three-month LIBOR and, at that time, a form of Term SOFR
has not been selected or recommended by the Federal Reserve Board, the NY Federal Reserve, a committee endorsed or convened by the Federal
Reserve Board or the NY Federal Reserve, or successor thereto, then the next-available Benchmark Replacement under the Benchmark Transition
Provisions will be used to determine the amount of interest payable on the Notes for the next applicable interest period and all subsequent interest
periods (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to that next-available Benchmark
Replacement).

These replacement rates and adjustments may be selected or formulated by (i) the Relevant Governmental Body (as defined in the
Benchmark Transition Provisions) (such as the Alternative Reference Rates Committee of the NY Federal Reserve), (ii) the International Swaps and
Derivatives Association, Inc., or (iii) in certain circumstances, us or our Designee. In addition, the Benchmark Transition Provisions expressly
authorize us or our Designee to make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of
interest periods and the timing and frequency of determining rates and making payments of interest. The application of a Benchmark Replacement
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