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Correspondence 0000950103-24-017331 from EMERA INC (EMA)

EMERA INC
Date: Dec. 5, 2024 · CIK: 0001127248 · Accession: 0000950103-24-017331

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File numbers found in text: 333-283516, 333-283517, 333-383516

Date
December 5, 2024
Author
Corporate Secretary
Form
CORRESP
Company
EMERA INC

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Emera Incorporated, EUSHI Finance, Inc. and Emera US Holdings Inc. Registration Statement on Form F-10 and Form S-4 Filed November 27, 2024 Form F-10 Registration File No. 333-283517 and Form S-4 Registration File Nos. 333-283516 and 333-383516-01

Dear Sir/Madam:

Pursuant to Rule 467(b) and Rule 461 under the Securities Act of 1933, as amended, (i) Emera Incorporated hereby respectfully requests effectiveness of the above-captioned Registration Statement on Form F-10 at 3:00 p.m., Eastern Time, on December 9, 2024 or as soon thereafter as practicable and (ii) EUSHI Finance, Inc. and Emera US Holdings Inc. (collectively with Emera Incorporated, the “Registrants”) hereby respectfully request effectiveness of the above-captioned Registration Statement on Form S-4 at 3:00 p.m., Eastern Time, on December 9, 2024 or as soon thereafter as practicable. The notification of clearance for the prospectus included in the Registration Statement from the Nova Scotia Securities Commission is attached hereto as Exhibit A.

The Registrants request to be notified of such effectiveness by a telephone call to Byron B. Rooney of Davis Polk & Wardwell LLP at (212) 450-4658.

Very truly yours,
Emera Incorporated

Show Raw Text
CORRESP
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filename1.htm

EMERA INCORPORATED

5151 Terminal Road

Halifax NS Canada

B3J 1A1

Telephone: (902) 450-0507

December 5, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

    Emera Incorporated, EUSHI Finance, Inc. and Emera US Holdings Inc.

    Registration Statement on Form F-10 and Form S-4

    Filed November 27, 2024

    Form F-10 Registration File No. 333-283517 and Form S-4 Registration File Nos. 333-283516 and 333-383516-01

Dear Sir/Madam:

Pursuant to Rule 467(b) and Rule 461 under the Securities Act of 1933,
as amended, (i) Emera Incorporated hereby respectfully requests effectiveness of the above-captioned Registration Statement on Form F-10
at 3:00 p.m., Eastern Time, on December 9, 2024 or as soon thereafter as practicable and (ii) EUSHI Finance, Inc. and Emera US Holdings
Inc. (collectively with Emera Incorporated, the “Registrants”) hereby respectfully request effectiveness of the above-captioned
Registration Statement on Form S-4 at 3:00 p.m., Eastern Time, on December 9, 2024 or as soon thereafter as practicable. The notification
of clearance for the prospectus included in the Registration Statement from the Nova Scotia Securities Commission is attached hereto as
Exhibit A.

The Registrants request to be notified of such effectiveness by a telephone
call to Byron B. Rooney of Davis Polk & Wardwell LLP at (212) 450-4658.

    Very truly yours,

    Emera Incorporated

    By:
    /s/ Brian C. Curry

    Name:
    Brian C. Curry

    Title:
    Corporate Secretary

    EUSHI Finance, Inc.

    By:
    /s/ Brian C. Curry

    Name:
    Brian C. Curry

    Title:
    Corporate Secretary

    Emera US Holdings Inc.

    By:
    /s/ Brian C. Curry

    Name:
    Brian C. Curry

    Title:
    Secretary

Exhibit A

  Securities
Commission
   Suite
400, Duke Tower

5251
Duke St., P. O. Box 458

Halifax,
NS B3J 2P8

NOTIFICATION OF CLEARANCE

Re: Emera
Incorporated – SEDAR+ filing no. 6211475

In accordance
with section 4.3 of Companion Policy 71-101CP to National Instrument 71-101 The Multijurisdictional Disclosure System, a Notification
of Clearance is hereby issued in respect of the registration statement on Form F-10 of Emera Incorporated dated November 27, 2024, relating
to the offering by EUSHI Finance, Inc. to exchange new US$500,000,000 7.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due
2054 (the New Notes), which have been registered under the Securities Act of 1933, as amended, for the currently outstanding US$500,000,000
7.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the Old Notes). The Old Notes are, and the New Notes will be, fully
and unconditionally guaranteed by Emera Incorporated, a Nova Scotia company, and Emera US Holdings Inc., a Delaware corporation, on a
joint, several and subordinated basis, subject to customary release provisions as set forth in the indenture dated June 18, 2024, between
EUSHI Finance, Inc., Emera Incorporated, Emera US Holdings Inc. and Equiniti Trust Company, LLC, as supplemented by a first supplemental
indenture dated June 18, 2024.

DATED
at Halifax this 28th day of November 2024.

“Abel
Lazarus”

_______________________

Abel Lazarus

Director,
Corporate Finance

Bus: 902-424-7768
• Fax: 902-424-4625 • nssc.novascotia.ca