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Feb 25 - Fitch Ratings has assigned a 'BBB' rating to Spectra Energy Capital LLC (SEC) proposed offering of senior unsecured notes due 2023. The Rating Outlook is Stable. The notes will be fully and unconditionally guaranteed by SEC's parent, Spectra Energy Corp. (NYSE: SE), on a senior unsecured basis. Note proceeds will be used to repay commercial paper used to repay the $495 million aggregate principal amount of SEC's 6.25% notes that matured on Feb. 15, 2013. Note proceeds also may be used to fund capital expenditures and for other corporate purposes, including acquisitions and the repayment of other commercial paper. Commercial paper outstanding at year end at SEC was approximately $1.2 billion. KEY RATING DRIVERS Stable, Predictable Cash Flows: SEC's ratings reflects the diversity and quality of its asset base and the high percentage of cash flows derived from stable pipeline, storage and gas distribution assets. The ratings reflect the earnings and cash flow stability driven by SEC's high percentage of fee-based and capacity reservation revenue derived from the company's operations, principally its large-scale interstate pipelines, a sizable gas distribution company in Ontario, Western Canadian gathering and processing business, and its storage assets. Strategically Located, Diverse Asset Base: SEC's asset base represents one of the largest natural gas infrastructure businesses in North America. The company's assets are strategically located to capitalize on the significant investment and growth in natural gas production in recent years from most major North American producing basins. The company's pipelines are also situated to capitalize on future growth in new basins, such as the Marcellus and Eagle Ford Shales. Large-Scale Capex Program: The ratings consider that SEC is in the middle of a large-scale capital expenditure program. Given the anticipated investments and the company's sizable dividends, Fitch's expectations are that SEC will generate negative free cash flow for several years and credit metrics will weaken slightly. Fitch believes that the inherent risks of the capital program, however, are partially mitigated by the focus on pipeline and storage expansion projects, which are backed by firm capacity commitments generally under long-term contracts. Capex Temporarily Weighs on Metrics: Fitch believes SEC's core regulated assets will provide the stability needed to maintain credit quality, and the incremental EBITDA provided as growth projects come online will result in improved metrics, more in line with similarly rated peers. Fitch believes SEC should be able to fund future capital expenditure levels with a moderate amount of additional leverage, and that leverage measures will move lower as projects come on line. Fitch expects consolidated Debt to adjusted EBITDA of between 4.25x to 4.5x for 2013, moving closer to 4.0x by 2015 as construction is completed and projects start generating returns. In calculating credit metrics, Fitch adjusts EBITDA to include cash distributions received from non-consolidated affiliates. Liquidity Adequate: Fitch believes SEC's liquidity to be adequate. On a consolidated basis SEC has $4.1 billion of committed U.S. and Canadian facilities at year end 2012. Total availability as of December 31, 2012 was $2.8 billion. While ongoing access to capital markets should be available to SEC, credit facilities would support a significant portion of capital spending and debt maturities if needed. Financial covenants are light and the revolver includes a covenant requiring SE consolidated debt-to-total capitalization ratio, as defined in the agreement, to not exceed 65%. Credit concerns include the structural subordination of SEC's debt to approximately $6.9 billion of subsidiary debt. Additionally, SEC remains exposed to commodity price risk through its Empress natural gas liquids system and its 50% interest in DCP Midstream, LLC (DCP; Fitch IDR of 'BBB' with a Stable Outlook). The Stable Outlook reflects Fitch's expectation that the benefit to creditors of SEC's stable pipeline and storage and distribution assets offsets the volatility in cash flows of SEC's midstream operations and higher leverage due to its large capital spending program. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: --A material improvement in credit metrics with sustained leverage at 3.5x or below. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: --A significant decline in distributions from DCP. --Significant cost overruns on capital projects. --Increased exposure of earnings and cash flow to changes in commodity prices. --Sustained debt/adjusted EBITDA above approximately 4.5x. Fitch rates SEC as follows: Spectra Energy Capital, LLC --Issuer Default Rating (IDR) 'BBB'; --Senior unsecured debt 'BBB'; --Short-term IDR 'F2'; --Commercialpaper 'F2'.