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
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CORRESP
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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