DBRS Comments on Proposed Medium-Term Note Exchange between Enbridge Income Fund and Enbridge Inc.

DBRS Limited (DBRS) notes that Enbridge Income Fund (EIF or the Fund; rated BBB (high) with a Stable trend by DBRS) and Enbridge Inc. (Enbridge; rated BBB (high) with a Stable trend by DBRS) have announced a plan to seek the approval of the holders of certain series of EIF’s Medium-Term Notes (MTNs) referenced below (the Fund Notes) to exchange the Fund Notes for an equal principal amount of newly issued MTNs of Enbridge (the Enbridge Notes). The Enbridge Notes will have financial terms that are substantively the same as the financial terms of the Fund Notes (the Note Exchange Transaction). The Enbridge Notes will be issued under the Enbridge MTN trust indenture dated October 20, 1997, as amended and supplemented, which governs Enbridge’s other senior unsecured debt securities. The Enbridge Notes will rank pari passu with Enbridge’s other senior unsecured public debt securities.

The following Fund Notes will be eligible to participate in the Note Exchange Transaction:
-- 4.85% MTNs, Series 4 due November 12, 2020
-- 4.10% MTNs, Series 6 due February 22, 2019
-- 4.85% MTNs, Series 7 due February 22, 2022
-- 3.94% MTNs, Series 10 due January 13, 2023
-- 3.95% MTNs, Series 12 due November 21, 2024
-- 4.87% MTNs, Series 13 due November 21, 2044

DBRS notes that the Fund’s 4.00% MTNs, Series 5 due December 20, 2018 (the Fund MTN Series 5) are not eligible to vote in the Note Exchange Transaction due to their upcoming maturity date and will continue to be governed under the Fund’s current trust indenture until maturity.

In the event that the Note Exchange Transaction closes as proposed (expected in early December 2018, subject to approval by the Fund Noteholders representing no less than 66 2/3% of the principal amount of all outstanding Fund Notes), DBRS expects to discontinue the Issuer Rating of the Fund and the rating of the Fund’s Senior Unsecured Long-Term Notes upon the maturity of the Fund MTN Series 5.

Notes:

The principal methodologies are Rating Companies in the Pipeline and Diversified Energy Industry, DBRS Criteria: Guarantees and Other Forms of Support and DBRS Criteria: Rating Corporate Holding Companies and Their Subsidiaries, which can be found on dbrs.com under Methodologies

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