HALIFAX, Nova Scotia–(BUSINESS WIRE)–Emera Incorporated (“Emera” or the “Company”) (TSX: EMA) announced today that EUSHI Finance, Inc. (the “Issuer”) has completed the sale of US$500,000,000 aggregate principal amount of United States dollar denominated 7.625% fixed-to-fixed reset rate junior subordinated notes due 2054 (the “U.S. Notes”), fully and unconditionally guaranteed by Emera and Emera US Holdings Inc. (“EUSHI and together with Emera, the “Guarantors”). EUSHI is a direct and indirect wholly-owned subsidiary of Emera and the Issuer is a direct, wholly-owned subsidiary of EUSHI. Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC acted as joint book-running managers in connection with the U.S. Notes offering. BMO Capital Markets Corp., BofA Securities, Inc., CIBC World Markets Corp., TD Securities (USA) LLC, and Truist Securities, Inc. acted as co-managers.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the U.S. Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
The offering of the U.S. Notes and the related guarantees has not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and the U.S. Notes and the related guarantees may not be offered or sold in the United States absent a registration under the Securities Act or an applicable exemption from registration requirements. The U.S. Notes are being sold only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act and to non-U.S. persons under Regulation S of the Securities Act. This press release is not an offer of securities for sale in the United States. The U.S. Notes have not been qualified by prospectus for public distribution under the securities laws of any province or territory of Canada. The U.S. Notes are not being, and may not be offered or sold, directly or indirectly, in Canada or to any resident of Canada except under exemptions from prospectus requirements of those securities laws, and either by an appropriately registered dealer or in circumstances where a dealer registration is not required. Until such time as the U.S. Notes are registered, they will be subject to certain restrictions on resale under the Securities Act.
The U.S. Notes will not be listed on any securities exchange, and the Issuer and the Guarantors do not intend to arrange for the U.S. Notes to be included on any quotation system.
Use of Proceeds
Emera intends to use the net proceeds from any offering of U.S. Notes to finance the repayment of Emera US Finance LP’s (EUSFLP) US$300 million 0.833% 2021 exchange notes (the “2021 Notes”) that matured on June 15, 2024. Emera intends to use the remaining net proceeds for general corporate purposes.
Forward Looking Information
This news release contains forward-looking information within the meaning of applicable securities laws with respect to, among other things, the intended use of the net proceeds from the sale of the U.S. Notes, and the entering into of a registration rights agreement in connection with the offering of U.S. Notes. Undue reliance should not be placed on this forward-looking information, which applies only as of the date hereof. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management’s current beliefs and are based on information currently available to Emera management. There is a risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera’s assumptions may not be correct and that actual results may differ materially from such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera’s securities regulatory filings, including under the heading “Business Risks and Risk Management” in Emera’s annual Management’s Discussion and Analysis, and under the heading “Principal Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements, which can be found on SEDAR+ at www.sedarplus.ca.
About Emera
Emera Inc. is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia, with approximately $39 billion in assets and 2023 revenues of more than $7.6 billion. The company primarily invests in regulated electricity generation and electricity and gas transmission and distribution with a strategic focus on transformation from high carbon to low carbon energy sources. Emera has investments in Canada, the United States and in three Caribbean countries. Emera’s common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, EMA.PR.F, EMA.PR.H, EMA.PR.J and EMA PR.L. Depositary receipts representing common shares of Emera are listed on the Barbados Stock Exchange under the symbol EMABDR and on The Bahamas International Securities Exchange under the symbol EMAB. Additional information can be accessed at www.emera.com or at www.sedarplus.ca.
Contacts
Emera Inc.
Investor Relations
Dave Bezanson, VP, Investor Relations & Pensions
902-474-2126
Media
902-222-2683
