埃默拉公司美股招股说明书(2025-09-30版)

EUSHI FINANCE, INC. 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes Due 2056 fully and unconditionally guaranteed on a subordinated basis byEMERA INCORPORATEDEMERA US HOLDINGS INC. EUSHI Finance, Inc. (the “Issuer”) is offering US$750,000,000 aggregate principal amount of 6.250% Fixed-to-Fixed Reset Rate JuniorSubordinated Notes due 2056 (the “Notes”). The Notes will bear interest (i) from and including the original issue date (as defined herein) to butexcluding April 1, 2031 (the “First Reset Date”), at the rate of 6.250% per annum and (ii) from and including the First Reset Date, during each ResetPeriod (as defined herein), at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined herein) as of the most recent Reset InterestDetermination Date (as defined herein), plus a spread of 2.509% to be reset on each Reset Date (as defined herein); provided, that the interest rateduring any Reset Period will not reset below 6.250% (which equals the initial interest rate on the Notes). The Notes will mature on April 1, 2056.Interest on the Notes will accrue from and including October 3, 2025 and will be payable semi-annually in arrears on April 1 and October 1 of eachyear, beginning on April 1, 2026. So long as no Event of Default (as defined herein) with respect to the Notes has occurred and is continuing, we may, at our option, defer interestpayments on the Notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual Interest Payment Periods (as definedherein) each. During any deferral period, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset fromtime to time on any Reset Date occurring during such deferral period in accordance with the terms of the Notes) and, in addition, interest on deferredinterest will accrue at the then applicable interest rate on the Notes (as reset from time to time on any Reset Date occurring during such deferralperiod in accordance with the terms of the Notes), compounded semi-annually, to the extent permitted by applicable law. See “Description of theNotes—Option to Defer Interest Payments.” The Notes will be fully and unconditionally guaranteed, on a joint, several and subordinated basis (the “Guarantees”), by Emera Incorporated, aNova Scotia company (“Emera”), and Emera US Holdings Inc., a Delaware corporation (“EUSHI,” and together with Emera, the “Guarantors”). See“Description of the Notes–Guarantees.” EUSHI is a direct and indirect wholly-owned subsidiary of Emera and the Issuer is a direct, wholly-ownedsubsidiary of EUSHI. The Issuer may redeem the Notes, in whole or in part at the times and the redemption prices described in this prospectus supplement under thecaption “Description of the Notes—Redemption.” The Notes and the Guarantees will be the Issuer’s and the Guarantors’ unsecured and subordinated obligations and will (a) be subordinate andrank junior in right of payment to all existing and future Senior Indebtedness (as defined in “Description of the Notes—Subordination”) of the Issueror the relevant Guarantor, (b) rank equally in right of payment with all existing and future unsecured and subordinated indebtedness that each of theIssuer and the Guarantors may incur from time to time if the terms of such indebtedness provide that it ranks equally with the Notes and theGuarantees in right of payment, (c) be effectively subordinated to all existing and future secured indebtedness of the Issuer or the Guarantors, to theextent of the value of the assets securing such indebtedness, and (d) be structurally subordinated in right of payment to all existing and futureindebtedness and other liabilities (including trade payables) of Emera’s direct and indirect subsidiaries (other than EUSHI and the Issuer).See“Description of the Notes—Subordination.” The indenture under which the Notes will be issued (the “Indenture”) contains no restrictions on theamount of Senior Indebtedness or additional secured or unsecured indebtedness the Issuer and the Guarantors may incur or the amount ofindebtedness (whether secured or unsecured) that their respective subsidiaries may incur. There is no established trading market for the Notes, and we have no plans to list the Notes on a securities exchange. Investing in the Notes involves risks. See “Risk Factors” beginning on page S-9 of this prospectus supplement. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGECOMMISSION OR ANY STATE SECURITIES REGULATOR NOR HAS THE U.S. SECURITIES AND EXCHANGECOMMISSION OR ANY STATE SECURITIES REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OFTHIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. We are permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus supplementand the accompanying prospectus in accordance with Canadian disclosu