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Definitive proxy statement relating to merger or acquisition

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

TECO Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Shareholder:

You are cordially invited to attend a special meeting of the shareholders of TECO Energy, Inc. (or TECO Energy) to be held on December 3, 2015, at TECO Energys offices at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602 at 2:00 p.m., local time. The enclosed proxy statement is dated October 22, 2015, and, together with the accompanying form of proxy card, is first being mailed to the shareholders of TECO Energy on or about October 23, 2015.

At the special meeting, you will be asked to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of September 4, 2015, which is referred to as the merger agreement, by and among TECO Energy, Emera Inc. (or Emera) and Emera US Inc. (or Merger Sub), a wholly owned indirect subsidiary of Emera. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into TECO Energy, and TECO Energy will survive the merger and become a wholly owned indirect subsidiary of Emera. You will also be asked to consider and vote on (i) a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting and (ii) a nonbinding, advisory proposal to approve compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

If the merger contemplated by the merger agreement is completed and you own shares of TECO Energy as of the effective time of the merger, you will be entitled to receive consideration equal to $27.55 in cash, without interest and less any applicable withholding taxes, for each share of TECO Energys common stock that you own.

The value to TECO Energys shareholders of $27.55 per share represents a premium of (i) approximately 48% to the closing price of TECO Energys common stock on the New York Stock Exchange on July 15, 2015, which was the last trading day prior to the date that TECO Energy publicly disclosed that it was exploring strategic alternatives, (ii) approximately 31% to the closing price of TECO Energys common stock on the New York Stock Exchange on September 3, 2015, which was the last trading day prior to the execution of the merger agreement and (iii) approximately 25% to the highest trading price of TECO Energys common stock for the fifty-two-week period ended on July 15, 2015.

TECO Energys Board of Directors (or the Board), after considering factors more fully described in the enclosed proxy statement, has unanimously determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of TECO Energy and its shareholders, has declared advisable the merger agreement and has adopted and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Board recommends that you vote FOR the approval of the merger agreement, FOR the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting and FOR the nonbinding, advisory proposal to approve compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about TECO Energy from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the special meeting in person, please complete, sign, date and return, as promptly as possible, the accompanying proxy card in the accompanying prepaid reply envelope or grant your proxy electronically through the internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in street name, you should instruct your broker how to vote in accordance with the voting instruction form you will receive from your bank, broker or other nominee.

Your vote is very important regardless of the number of shares that you own. We cannot complete the merger unless the proposal to approve the merger agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of TECO Energys common stock. The failure of any shareholder to vote in person by ballot at the special meeting, to submit a signed proxy card or to grant a proxy electronically through the internet or by telephone will have the same effect as a vote AGAINST the proposal to approve the merger agreement. If you hold your shares in street name, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote AGAINST the proposal to approve the merger agreement.

If you have any questions or need assistance voting your shares of TECO Energys common stock, please contact Morrow & Co., LLC, our proxy solicitor, by calling (800) 662-5200 (toll-free).

On behalf of the Board, we thank you for your support and appreciate your consideration of this matter.

Sincerely,

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

Notice of Special Meeting of Shareholders

Your Vote is Very Important. Please Vote Your Shares

Promptly.

Notice is hereby given that a special meeting of shareholders of TECO Energy, Inc. (or TECO Energy), a Florida corporation, will be held on December 3, 2015 at TECO Energys offices at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602, at 2:00 p.m., local time, for the following purposes:

1. To consider and vote on the proposal to approve the Agreement and Plan of Merger, dated as of September 4, 2015, which is referred to as the merger agreement, by and among TECO Energy, Emera Inc. and Emera US Inc., a wholly owned indirect subsidiary of Emera Inc., as it may be amended from time to time (a copy of the merger agreement is attached as Annex A to the proxy statement accompanying this notice);

2. To consider and vote on any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting, which is referred to as the adjournment proposal;

3. To consider and vote on a nonbinding, advisory proposal to approve compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger; and

4. To transact any other business that may properly come before the special meeting or any adjournment or postponement of the special meeting.

The affirmative vote of the holders of a majority of the outstanding shares of TECO Energys common stock is required to approve the merger agreement. Approval of the adjournment proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of TECO Energys common stock entitled to vote. Approval, by nonbinding, advisory vote, of compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of TECO Energys common stock entitled to vote.

The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically through the internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote AGAINST the proposal to approve the merger agreement, but will not have any effect on the adjournment proposal and the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger. If you hold your shares in street name, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote AGAINST the proposal to approve the merger agreement but will not have any effect on the adjournment proposal and the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger. Abstentions will have the same effect as a vote AGAINST the proposal to approve the merger agreement, but will not have any effect on the adjournment proposal and will not have any effect on the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

Only shareholders of record as of the close of business on October 21, 2015, are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof.

TECO Energys Board of Directors recommends that you vote FOR the approval of the merger agreement, FOR the adjournment of the special meeting, if necessary or appropriate, and FOR the nonbinding, advisory proposal regarding compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger. In considering the recommendation of TECO Energys Board of Directors, shareholders of TECO Energy should be aware that members of TECO Energys Board of Directors and its executive officers have agreements and arrangements that provide them with interests in the merger that may be deemed to be in addition to or different from those of TECO Energys shareholders. For further information regarding those interests, see The Merger Interests of the Directors and Executive Officers of TECO Energy in the Merger in the proxy statement accompanying this notice.

For TECO Energys Board of Directors,

David E. Schwartz, Secretary

Dated: October 22, 2015

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) THROUGH THE INTERNET OR (3) BY MARKING, SIGNING AND DATING THE ACCOMPANYING PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the special meeting. If you hold your shares in street name through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by that bank, broker or other nominee, which is considered the shareholder of record, in order to vote. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares in your account. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve the merger agreement, without your instructions.

If you fail to return your proxy card, grant your proxy electronically through the internet or by telephone or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a shareholder of record, voting in person by ballot at the special meeting will revoke any proxy that you previously submitted. If you hold your shares of our common stock in street name through a bank, broker or other nominee, you must obtain from that record holder a valid legal proxy issued in your name in order to vote in person at the special meeting.

We encourage you to read the accompanying proxy statement and its annexes carefully and in their entirety, as well as the documents we file from time to time with the Securities and Exchange Commission, including our definitive Proxy Statement, dated March 11, 2015, in connection with our 2015 annual meeting of shareholders, our Annual Report on Form 10-K for the year ended December 31, 2014, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

Morrow & Co., LLC

470 West Avenue

Stamford, CT 06902

Shareholders call toll-free: (800) 662-5200

Banks and brokers call collect: (203) 658-9400

Table of Contents

Summary

This summary highlights selected information from this proxy statement related to the merger of Emera US Inc. with and into TECO Energy, Inc., which we refer to as the merger, and may not contain all of the information that is important to you. To understand the merger more fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement and the documents we file from time to time with the U.S. Securities and Exchange Commission, which we refer to as the SEC, including our definitive Proxy Statement, dated March 11, 2015, in connection with our 2015 annual meeting of shareholders, our Annual Report on Form 10-K for the year ended December 31, 2014, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. The merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document that governs the merger, in its entirety.

Except as otherwise specifically noted in this proxy statement, TECO Energy, Inc., TECO Energy, we, our, us and similar words in this proxy statement refer to TECO Energy, Inc., including, in certain cases, its subsidiaries. Throughout this proxy statement, we refer to Emera Inc. as Emera and Emera US Inc. as Merger Sub. In addition, throughout this proxy statement, we refer to the Agreement and Plan of Merger, dated as of September 4, 2015, as it may be amended from time to time, by and among TECO Energy, Emera and Merger Sub as the merger agreement. Also, throughout this proxy statement, we refer to TECO Energys board of directors as the Board.

The Special Meeting (page 20)

Date, Time and Place

We will hold a special meeting of the shareholders of TECO Energy on December 3, 2015, which we refer to as the special meeting, at TECO Energys offices at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602, at 2:00 p.m., local time.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of common stock, $1.00 par value, of TECO Energy, which is referred to as our common stock or TECO Energy common stock, at the close of business on October 21, 2015, which we refer to as the record date. You will have one vote at the special meeting for each share of our common stock you owned at the close of business on the record date.

Purpose

At the special meeting, we will ask our shareholders to vote on proposals (i) to approve the merger agreement, (ii) to adjourn the special meeting to a later date to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting, which we sometimes refer to as the adjournment proposal and (iii) to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

Quorum

As of the record date, there were 235,229,010 shares of our common stock outstanding and entitled to vote at the special meeting. The presence, either in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting will constitute a quorum at the special meeting. As a result, in order to have a quorum at the special meeting, 117,614,506 shares of our common stock must be represented by shareholders present, in person or represented by proxy, at the special meeting.

Required Vote

The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the merger agreement. Approval of the adjournment proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of our common stock at the special meeting. Approval, by nonbinding, advisory vote, of compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of our common stock at the special meeting.

SUMMARY (CONTINUED)

THE SPECIAL MEETING

Share Ownership of Our Directors and Executive Officers

As of September 28, 2015, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 2,861,275 shares of our common stock (including 848,090 shares of restricted common stock), representing approximately 1.2% of the outstanding shares of our common stock. All of our directors and executive officers have informed us that they intend to vote their shares of our common stock, if any, FOR the approval of the merger agreement.

Voting and Proxies

Any TECO Energy shareholder of record entitled to vote at the special meeting may submit a proxy by returning a signed proxy card by mail or voting electronically through the internet or by telephone or may vote in person by appearing at the special meeting. If you are a beneficial owner and hold your shares of our common stock in street name through a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how you wish to vote your shares of our common stock using the voter instruction form provided by your broker, bank or other nominee. Under applicable rules, brokers, banks or other nominees have the discretion to vote on routine matters, but the proposals to be voted on at the special meeting and described in this proxy statement are non-routine matters. Therefore, brokers, banks and other nominees cannot vote on these proposals without your instructions. Accordingly, it is important that you cast your vote or instruct your broker, bank or nominee on how you wish to vote your shares of our common stock.

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by submitting a new proxy electronically through the internet or by telephone after the date of the earlier submitted proxy, signing another proxy card with a later date and returning it to us prior to the special meeting or attending the special meeting and voting in person. If you hold your shares of our common stock in street name, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid legal proxy from your bank, broker or other nominee.

Parties Involved in the Merger (page 23)

TECO Energy, Inc.

TECO Energy is a holding company for regulated utilities and other businesses. TECO Energy was incorporated in Florida in 1981 as part of a restructuring in which we became the parent of Tampa Electric Company. Tampa Electric Company, our largest subsidiary, has regulated electric and gas utility operations in separate divisions Tampa Electric and Peoples Gas System. In September 2014, we acquired all of the outstanding capital stock of New Mexico Gas Intermediate, Inc., which we refer to as NMGI. NMGI is the parent company of New Mexico Gas Company, Inc., which we refer to as NMGC, a regulated gas utility operating in the State of New Mexico.

The shares of our common stock are currently listed on the New York Stock Exchange, which we refer to as the NYSE, under the symbol TE.

Emera Inc.

Emera is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia. Emera invests in electricity generation, transmission and distribution, as well as gas transmission and utility energy services. Emera has investments throughout northeastern North America and in four Caribbean countries. Emeras common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E and EMA.PR.F, and Emeras installment receipts are listed and traded under the symbol EMA.IR.

Emera US Inc.

Merger Sub is a Florida corporation and an indirect wholly owned subsidiary of Emera. Emera formed Merger Sub solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger

SUMMARY (CONTINUED)

PARTIES INVOLVED IN THE MERGER

agreement, including the merger. Merger Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon completion of the merger, Merger Sub will cease to exist.

Effect of the Merger (page 23)

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, Merger Sub will merge with and into TECO Energy, with TECO Energy continuing as the surviving corporation. As a result of the merger, TECO Energy will become an indirect, wholly owned subsidiary of Emera, and our common stock will no longer be publicly traded. In addition, our common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Therefore, after the merger, we will no longer file periodic reports with the SEC on account of our common stock. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

The time at which the merger becomes effective, which we refer to as the effective time of the merger, will occur upon the filing of the articles of merger with respect to the merger, which we refer to as the articles of merger, with the Department of State of the State of Florida in accordance with the Florida Business Corporation Act, which we refer to as the FBCA, or at such later time as we, Emera and Merger Sub may agree and specify in the articles of merger.

Effect on TECO Energy if the Merger is Not Completed (page 24)

If the merger agreement is not approved by TECO Energys shareholders or if the merger is not completed for any other reason, TECO Energys shareholders would not receive any payment for their shares of common stock. Instead, TECO Energy would remain an independent public company, and our common stock would continue to be listed and traded on the NYSE and registered under the Exchange Act. Accordingly, we would continue to file periodic reports with the SEC on account of our common stock.

If the merger agreement is terminated under specified circumstances, TECO Energy may be required to pay Emera a termination fee or may be entitled to receive a termination fee from Emera. See Proposal 1: Approval of the Merger Agreement Effect of Termination and Termination Fees Termination Fees.

Merger Consideration (page 24)

In the merger, each share of our common stock that is issued and outstanding immediately prior to the effective time of the merger (other than shares of common stock owned by us as treasury stock, if any, shares of common stock owned by our wholly owned subsidiaries, if any, and shares of common stock owned directly or indirectly by Emera or Merger Sub, if any) will be canceled and retired and converted automatically into the right to receive $27.55 in cash, without interest and less any applicable withholding taxes, which we refer to as the per-share merger consideration.

After the merger is completed, under the terms of the merger agreement, you will have the right to receive the per-share merger consideration, but you will no longer have any rights as a TECO Energy shareholder.

Recommendation of the Board and Reasons for the Merger (page 30)

The Board, after considering the factors described in The Merger Recommendation of the Board and Reasons for the Merger, has unanimously determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of TECO Energy and its shareholders, has declared advisable the merger agreement and has adopted and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Board recommends that you vote FOR the approval of the merger agreement, FOR the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting and FOR the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

SUMMARY (CONTINUED)

OPINION OF MORGAN STANLEY & CO. LLC

Opinion of Morgan Stanley & Co. LLC (page 38)

Morgan Stanley & Co. LLC, which we refer to as Morgan Stanley, was retained by TECO Energy to act as its financial advisor in connection with the proposed merger. On September 4, 2015, Morgan Stanley rendered its written opinion, consistent with its oral opinion rendered on the same date, to the Board that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the per-share merger consideration to be received by the holders of shares of TECO Energy common stock (other than holders of certain excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders of shares of TECO Energy common stock.

The full text of Morgan Stanleys written opinion to the Board, dated September 4, 2015, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B. The foregoing summary of Morgan Stanleys opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanleys opinion, this section and the summary of Morgan Stanleys opinion below carefully and in their entirety. Morgan Stanleys engagement and its opinion were for the benefit of the Board, in its capacity as such, and addressed only the fairness from a financial point of view of the per-share merger consideration to be received by the holders of shares of TECO Energy common stock (other than holders of certain excluded shares) pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanleys opinion was not intended to, and does not, express an opinion or a recommendation as to how the shareholders of TECO Energy should vote at the special meeting or any adjournment thereof.

Morgan Stanley acted as a financial advisor to TECO Energy in connection with the merger, and TECO Energy has agreed to pay Morgan Stanley a fee estimated to be approximately $29,000,000 for its services, of which approximately $7,000,000 was payable shortly after the execution of the merger agreement, and the remainder of which is contingent upon the closing of the merger.

Opinion of Moelis & Company LLC (page 44)

In connection with the merger, the Board received a written opinion, dated September 4, 2015, from TECO Energys financial advisor, Moelis & Company LLC, which we refer to as Moelis, as to the fairness, from a financial point of view and as of the date of such opinion, of the per-share merger consideration to be received by holders of TECO Energy common stock. The full text of Moelis written opinion, dated September 4, 2015, which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in connection with the opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. Holders of TECO Energy common stock are encouraged to read Moelis written opinion carefully and in its entirety. Moelis opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the merger. Moelis opinion is limited to the fairness, from a financial point of view, of the per-share merger consideration and does not address TECO Energys underlying business decision to effect the merger or the relative merits of the merger as compared to any alternative business strategies or transactions that might be available with respect to TECO Energy. Moelis opinion does not constitute a recommendation to any shareholder of TECO Energy as to how such shareholder should vote or act with respect to the merger or any other matter.

Moelis has acted as a financial advisor to TECO Energy in connection with the merger and will receive for its services an aggregate fee of $5,500,000, of which $1,500,000 became payable in connection with the delivery of its opinion (regardless of the conclusion reached therein) and $4,000,000 is contingent upon completion of the merger.

SUMMARY (CONTINUED)

INTERESTS OF THE DIRECTORS AND EXECUTIVE OFFICERS OF TECO ENERGY IN THE MERGER

Interests of the Directors and Executive Officers of TECO Energy in the Merger (page 48)

When considering the recommendation of the Board that you vote FOR the approval of the merger agreement, you should be aware that TECO Energys executive officers and directors may have interests in the merger that may be deemed to be in addition to or different from your interests as a shareholder. The Board was aware of and considered these interests to the extent such interests existed at that time, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be approved by the shareholders of TECO Energy. Those interests include the following:

If the proposal to approve the merger agreement is approved by our shareholders, the shares of our common stock held by our directors and executive officers will be treated in the same manner as the outstanding shares of our common stock held by all other shareholders of TECO Energy entitled to receive the per-share merger consideration.

Appraisal Rights (page 55)

Under the FBCA and TECO Energys governing documents, TECO Energys shareholders are not entitled to appraisal rights or dissenters rights in connection with the merger.

United States Federal Income Tax Consequences of the Merger (page 55)

The exchange of shares of our common stock for cash pursuant to the merger will be a taxable transaction to U.S. holders (as defined in The Merger United States Federal Income Tax Consequences of the Merger) for United States federal income tax purposes. In general, a U.S. holder will recognize taxable gain or loss, measured by the difference, if any, between the amount of cash received by the holder in the merger, and the adjusted tax basis of our common stock surrendered in exchange therefor. A non-U.S. holder (as defined in The Merger United States Federal Income Tax

SUMMARY (CONTINUED)

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

Consequences of the Merger) generally will not be subject to United States federal income tax on the exchange of shares of our common stock for cash pursuant to the merger but may be subject to United States backup withholding unless the non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding. Shareholders should read The Merger United States Federal Income Tax Consequences of the Merger below. Shareholders should also consult their tax advisors to determine the particular tax consequences to them (including the application and effect of any United States federal non-income, state, local and non-United States tax laws) of the merger.

Regulatory Approvals Required for the Merger (page 57)

To complete the merger, TECO Energy must obtain approvals or consents from, or make filings with, a number of U.S. federal and state regulatory authorities. The required regulatory approvals, consents and filings in connection with the merger include the following:

Legal Proceedings Regarding the Merger (page 60)

Between September 16, 2015 and October 12, 2015, purported shareholders of TECO Energy filed eleven separate complaints styled as class action lawsuits in the Circuit Court for the 13th Judicial Circuit, in and for Hillsborough County, Florida. The case captions for those eleven lawsuits are:

SUMMARY (CONTINUED)

LEGAL PROCEEDINGS REGARDING THE MERGER

Each complaint alleges that the Board breached its fiduciary duties in agreeing to the merger agreement and seeks to enjoin the merger. In addition, (i) the Kulas complaint, the Hartman complaint, the Berlin complaint, the Block complaint, the Zoller complaint, the Kruse complaint and the Halberstram complaint allege that TECO Energy, Emera and Merger Sub aided and abetted such alleged breaches; (ii) the Stein complaint, the Rhodes complaint and the Kanter complaint allege the Emera and Merger Sub aided and abetted such alleged breaches; and (iii) the Raul complaint alleges that Emera aided and abetted such alleged breaches.

On October 21, 2015, Circuit Judge Steven Scott Stephens directed that the eleven actions be consolidated under master docket no. 15-CA-008479 and directed the plaintiffs to file a consolidated amended complaint or select an operative complaint by October 28, 2015. The court also scheduled a hearing to be held on November 20, 2015, on the plaintiffs anticipated motion for a preliminary injunction.

The outcome of the lawsuits cannot be predicted with any certainty. A preliminary injunction could delay or jeopardize the completion of the merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the merger. All of the defendants believe that the claims asserted against them in the lawsuits are without merit.

Financing of the Merger (page 59)

Emera intends to finance the payment of the aggregate cash purchase price of the merger and related expenses at the closing of the merger with a combination of some or all of the following:

Emera intends to use the net proceeds of the final instalment payable under the Offering to reduce amounts outstanding under the Acquisition Credit Facilities concurrently with or following the closing of the merger. The Offering, which fulfills Emeras common equity requirement for the closing of the merger, will account for $2.185 billion Canadian of the long-term financing for the merger. Preferred equity offerings are expected to amount to $0.8 billion to $1.2 billion of the remaining long-term financing, and bond or other debt offerings are expected to amount to $3.4 billion to $3.8 billion.

For purposes of financing the aggregate cash purchase price of the merger, on September 4, 2015, Emera entered into commitment letters from JPMorgan Chase Bank, N.A. and Scotiabank, respectively, providing for non-revolving syndicated term credit facilities in favor of Emera in an aggregate amount of $6.5 billion (which are referred to as the Acquisition Credit Facilities). The Acquisition Credit Facilities consist of (i) a $4.3 billion bridge facility repayable in full on the first anniversary following its advance and (ii) a $2.2 billion bridge facility repayable in full on the first anniversary following its advance.

Emera is required to effect reductions or make prepayments of the Acquisition Credit Facilities in an amount equal to the net cash proceeds from any common equity, preferred equity, bond or other debt offerings and any non-ordinary course asset sales by Emera and its subsidiaries, subject to certain prescribed exceptions and certain other prescribed

SUMMARY (CONTINUED)

TREATMENT OF EQUITY AWARDS

transactions. Net proceeds from any such offerings, including the net proceeds of the final instalment under the Offering, or from any such non-ordinary course asset sales or transactions, will be applied to permanently reduce the commitments of the lenders under the Acquisition Credit Facilities or to repay the Acquisition Credit Facilities after they are drawn.

Treatment of Equity Awards (page 61)

Pursuant to the merger agreement, at the effective time of the merger, equity awards held by TECO Energys current and former employees and non-employee directors will be treated as set forth below.

No Solicitation of Competing Proposals (page 63)

TECO Energy has agreed that it will not, and will not authorize its affiliates or any of TECO Energys or its affiliates representatives to, directly or indirectly solicit, initiate or knowingly encourage, induce or facilitate any (or any inquiry or proposal that would reasonably be expected to lead to any) proposal or offer with respect to any competing proposal (as defined in Proposal 1: Approval of the Merger Agreement No Solicitation of Competing Proposals).

Additionally, TECO Energy has agreed that it will not directly or indirectly participate in any discussions or negotiations regarding, furnish any nonpublic information to a third party regarding, or cooperate with any third party in any way with respect to, any competing proposal or any inquiry or proposal that would reasonably be expected to lead to a competing proposal.

TECO Energy and its affiliates have agreed to cease and terminate any existing discussions or negotiations with any persons conducted prior to the execution of the merger agreement regarding a competing proposal, request the prompt return or destruction of all confidential information previously furnished to any such persons or their representatives and immediately terminate all access to data previously granted to any such person or their representatives.

SUMMARY (CONTINUED)

CHANGE IN BOARD RECOMMENDATION

Nevertheless, at any time prior to obtaining the required shareholder approval, if TECO Energy receives a written competing proposal that does not result from a breach (other than an immaterial breach) of TECO Energys nonsolicitation obligations described above, and the Board determines in good faith that the competing proposal is, or could reasonably be expected to lead to, a superior proposal (as defined in Proposal 1: Approval of the Merger Agreement No Solicitation of Competing Proposals), TECO Energy and its representatives may furnish information to the person making the competing proposal pursuant to a customary confidentiality agreement and participate in discussions regarding the terms of the competing proposal, including terms of a definitive agreement with respect to the competing proposal. In addition, TECO Energy may grant a waiver, amendment or release under any confidentiality or standstill agreement to the extent necessary to allow a third party to make a confidential competing proposal.

Change in Board Recommendation (page 64)

Subject to the following paragraph, the Board will not change its recommendation to TECO Energys shareholders that they vote FOR the approval of the merger agreement. In addition, subject to certain exceptions in the merger agreement, the Board may not, and may not publicly propose to, authorize, permit, approve or recommend, or allow TECO Energy or any of its affiliates to enter into, any contract that is or that would reasonably be expected to lead to, any competing proposal, or that requires, or would reasonably expected to cause, TECO Energy to abandon or terminate the merger agreement.

The Board may change its recommendation to TECO Energys shareholders that they vote FOR the approval of the merger agreement in response to (i) the receipt of a superior proposal or (ii) any fact, circumstance, effect, change, event or development that is unknown to or by the Board as of the date of the merger agreement (or if known, the magnitude or material consequences of which were not known or understood by the Board as of the date of the merger agreement) and that becomes known to or by the Board prior to obtaining the required shareholder approval, if the Board determines in good faith, after consultation with outside legal counsel and a financial advisor, that the failure to change its recommendation would reasonably likely be inconsistent with the Boards fiduciary duties, subject to informing Emera of its proposed decision to change its recommendation and giving Emera three business days to respond to such decision, including by proposing changes to the merger agreement.

Conditions to the Closing of the Merger (page 62)

The following conditions must be satisfied or waived, as permitted by the merger agreement, before the parties may close the merger:

SUMMARY (CONTINUED)

CONDITIONS TO THE CLOSING OF THE MERGER

Termination of the Merger Agreement (page 64)

Emera and TECO Energy may mutually agree to terminate the merger agreement before the closing of the merger, even after receipt of the required shareholder approval.

In addition, either Emera or TECO Energy may terminate the merger agreement if:

Emera may also terminate the merger agreement prior to obtaining the required shareholder approval if the Board changes its recommendation to TECO Energys shareholders that they vote FOR the approval of the merger agreement. TECO Energy may also terminate the merger agreement prior to obtaining the required shareholder approval if the Board changes its recommendation to TECO Energys shareholders that they vote FOR the approval of the merger agreement, provided that TECO Energy pays to Emera the applicable termination fee required by the merger agreement.

In addition, TECO Energy may terminate the merger agreement in the event that applicable closing conditions have been satisfied or waived and Emera then fails to close the merger because Emera does not have the necessary financing to close the merger.

Termination Fees (page 65)

Under the merger agreement TECO Energy may be required to pay Emera a termination fee of $212,500,000 if the merger agreement is terminated under certain circumstances. Under the merger agreement, Emera may be required to pay TECO Energy a termination fee of $326,900,000 if the merger agreement is terminated under certain circumstances.

SUMMARY (CONTINUED)

EMPLOYEE MATTERS

Employee Matters (page 68)

From the effective time of the merger until the second anniversary of the effective time of the merger, Emera will, and will cause the surviving corporation to, provide each employee of TECO Energy and its subsidiaries who is not covered by a collective bargaining agreement and whose employment continues following the effective time of the merger with (i) a base salary or wage rate that is no less favorable than that provided to such employee immediately prior to the effective time of the merger, (ii) aggregate incentive compensation opportunities that are substantially comparable, in the aggregate, to those provided to such employee immediately prior to the effective time of the merger and (iii) employee benefits that are substantially comparable, in the aggregate, to those provided to such employee immediately prior to the effective time of the merger. In addition, during that two-year period, Emera will, and will cause the surviving corporation to, provide each such continuing employee with severance benefits that are no less favorable than those set forth in the confidential disclosure schedules to the merger agreement (which are generally consistent with the severance benefits that such employee would have been eligible to receive on an involuntary termination of employment as of the date of the merger agreement). For a period of three years after the expiration of that two-year period, Emera will, and will cause the surviving corporation to, treat such continuing employees with respect to the payment of base salary or wage rate, incentive compensation opportunities, employee benefits and severance benefits no less favorably in the aggregate than similarly situated employees of the Emera and its subsidiaries.

From the effective time of the merger until the third anniversary of the effective time of the merger, Emera will not, and will cause the surviving corporation to not, terminate or amend in any manner that is materially adverse to the participants therein the retiree medical benefit plans maintained by TECO Energy and NMGC and set forth in the confidential disclosure schedules to the merger agreement. For a period of three years after the third anniversary of the effective time of the merger, Emera will, or will cause the surviving corporation to, treat retirees of TECO Energy and its subsidiaries with respect to the provision of post-retirement welfare benefits no less favorably than similarly situated retirees of Emera and its subsidiaries.

In addition, Emera will, and will cause the surviving company to, honor all collective bargaining agreements in accordance with their terms, provided that this commitment will not be construed to limit the ability of Emera or TECO Energy to amend or terminate any such collective bargaining agreement to the extent permitted by its terms and applicable law.

Market Prices and Dividend Data (page 74)

The closing price of our common stock on the NYSE on July 15, 2015, which was the last trading day prior to the date on which we publicly disclosed that we were exploring strategic alternatives, was $18.58 per share. The closing price of our common stock on the NYSE on September 3, 2015, which was the last trading day prior to the execution of the merger agreement, was $21.06 per share. On October 21, 2015, the latest practicable trading day before the printing of this proxy statement, the closing price of our common stock on the NYSE was $27.01 per share.

Under the terms of the merger agreement, TECO Energy may continue to declare and pay, but is not required to declare and pay, quarterly cash dividends on a schedule consistent with our past practice and in amounts not to exceed (i) $0.225 for quarterly dividends payable on or before December 31, 2015, (ii) $0.230 for quarterly dividends payable after December 31, 2015 and on or before December 31, 2016 and (iii) $0.235 for quarterly dividends payable after December 31, 2016. In addition, under the terms of the merger agreement, TECO Energy may declare and pay, but is not required to declare and pay, a stub period dividend immediately prior to the effective time of the merger in an amount equal to the last quarterly dividend declared and paid by TECO Energy prior to the effective time of the merger, prorated for the period of time between the record date for such dividend and the effective time of the merger.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

Questions and Answers

The following questions and answers are intended to address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a TECO Energy shareholder. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement, including our definitive Proxy Statement, dated March 11, 2015, in connection with our 2015 annual meeting of shareholders, our Annual Report on Form 10-K for the year ended December 31, 2014, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

Even if you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the accompanying proxy card or vote electronically over the internet or via telephone to ensure that your shares will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you hold your shares of our common stock in street name because you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid legal proxy from your bank, broker or other nominee.

QUESTIONS AND ANSWERS (CONTINUED)

Following the merger, your shares of our common stock will be canceled, and you will not own shares in the surviving corporation.

QUESTIONS AND ANSWERS (CONTINUED)

The Board recommends that you vote FOR the approval of the merger agreement, FOR the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting and FOR the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

If the merger agreement is terminated under specified circumstances, TECO Energy may be required to pay Emera a termination fee or may be entitled to receive a termination fee from Emera. See Proposal 1: Approval of the Merger Agreement Effect of Termination and Termination Fees Termination Fees.

The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically through the internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote AGAINST the proposal to approve the merger agreement. If you hold your shares in street name, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote AGAINST the proposal to approve the merger agreement. Abstentions will have the same effect as a vote AGAINST the proposal to approve the merger agreement

As of the record date, there were 235,229,010 shares of our common stock outstanding and entitled to be vote at the special meeting. Each holder of our common stock is entitled to one vote per share of our common stock owned by such holder as of the record date.

The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically through the internet or by telephone or to vote in person by ballot at the special meeting will not have any effect on the

QUESTIONS AND ANSWERS (CONTINUED)

adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger. If you hold your shares in street name, the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger. Abstentions are not considered votes cast and will not have any effect on the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

If you hold your shares of our common stock through a bank, broker or other nominee, you are considered the beneficial owner of such shares held in street name. In that case, your bank, broker or other nominee, who is considered, with respect to those shares, to be the shareholder of record, has forwarded this proxy statement to you. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by completing the voting instruction form provided by your bank, broker or other nominee. You are also invited to attend the special meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid legal proxy from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically through the internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically through the internet or by telephone, you may incur costs such as telephone and internet access charges for which you will be responsible.

Even if you plan to attend the special meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a shareholder of record or if you obtain a valid legal proxy to vote shares which you beneficially own, you may still vote your shares of our common stock in person at the special meeting even if you have previously voted by proxy. If you are present at the special meeting and vote in person, your previous vote by proxy will not be counted.

If you hold your shares of our common stock in street name through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting instruction form provided by your broker, bank or other nominee, or electronically through the internet or by telephone through your broker, bank or

QUESTIONS AND ANSWERS (CONTINUED)

other nominee. To vote via the internet or via telephone through your broker, bank or other nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee. In addition, if you hold your shares of our common stock in street name through a broker, bank or other nominee, you may not vote your shares in person at the special meeting unless you request and obtain a valid legal proxy from your bank, broker or other nominee.

The failure to issue voting instructions to your broker, bank or other nominee will have no effect on the outcome of the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger. However, if you fail to issue voting instructions to your broker, bank or other nominee with respect to the proposal to approve the merger agreement, it will have the same effect as a vote AGAINST such proposal.

If you hold your shares of common stock in street name, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid legal proxy from your bank, broker or other nominee.

QUESTIONS AND ANSWERS (CONTINUED)

If you properly sign and return your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted FOR the approval of the merger agreement, FOR the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting and FOR the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

QUESTIONS AND ANSWERS (CONTINUED)

If you would like to receive your own set of our disclosure documents, follow the instructions described below. Similarly, if you share an address with another shareholder, and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If your shares are registered in your own name, please contact us at our executive offices at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602, Attn: Investor Relations, or by calling us at (813) 228-1111 to inform us of your request. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Morrow & Co., LLC

470 West Avenue

Stamford, CT 06902

Shareholders call toll-free: (800) 662-5200

Banks and brokers call collect: (203) 658-9400

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about beliefs, expectations, estimates, projections, goals, forecasts, assumptions, risks and uncertainties, are forward-looking statements. Forward-looking statements are often characterized by the use of words such as believes, estimates, expects, projects, may, intends, plans, anticipates, pro forma, predicts, seeks, could, would, will, can, continue or potential and the negative of these terms or other comparable or similar terminology or expressions. In addition, forward-looking statements include references to TECO Energys anticipated capital expenditures, liquidity and financing requirements, projected operating results, future environmental matters and regulatory and other plans.

TECO Energy cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in any forward-looking statement. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the merger involving TECO Energy and Emera, including future financial or operating results of TECO Energy, TECO Energys or Emeras plans, objectives, expectations or intentions, the expected timing of completion of the merger and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by any such forward-looking statements include risks and uncertainties relating to the following:

No assurance can be given that these are all of the factors that could cause actual results to vary materially from those described in the forward-looking statements. There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized. Each forward-looking statement speaks only as of the date of the particular statement.

Consequently, all of the forward-looking statements we make in this proxy statement are qualified by the information contained herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained under the headings Risk Factors and information in our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. TECO Energy shareholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

The Special Meeting

The accompanying proxy is solicited on behalf of the Board for use at the special meeting or at any adjournment or postponement thereof.

Date, Time and Place

We will hold the special meeting on December 3, 2015 at TECO Energys offices at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602 at 2:00 p.m., local time.

Purpose of the Special Meeting

At the special meeting, we will ask our shareholders to vote on proposals (i) to approve the merger agreement, (ii) to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting and (iii) to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

Record Date; Shares Entitled to Vote; Quorum

Only TECO Energy shareholders of record as of the close of business on the record date (October 21, 2015) are entitled to notice of, and to vote at, the special meeting or at any adjournment or postponement thereof.

As of the record date, there were 235,229,010 shares of our common stock outstanding and entitled to be vote at the special meeting. Each holder of our common stock is entitled to one vote per share of our common stock owned by such holder as of the record date.

The presence, either in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting will constitute a quorum at the special meeting. As a result, in order to have a quorum at the special meeting, 117,614,506 shares of our common stock must be represented by shareholders present in person or by proxy at the special meeting. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of our common stock is required to approve the merger agreement.

Approval of the adjournment proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of our common stock at the special meeting. Approval, by nonbinding, advisory vote, of compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast by the holders of outstanding shares of our common stock at the special meeting.

If a TECO Energy shareholder abstains from voting, the abstention will have the same effect as if the shareholder voted AGAINST the proposal to approve the merger agreement but will not have any effect on the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger. We expect that there will not be any broker non-votes in connection with the special meeting.

Shares Held by TECO Energys Directors and Executive Officers

As of September 28, 2015, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 2,861,275 shares of our common stock (including 848,090 shares of restricted common stock), representing approximately 1.2% of the outstanding shares of our common stock. All of our directors and executive officers have informed us that they intend to vote their shares of our common stock, if any, FOR the approval of the merger agreement.

THE SPECIAL MEETING (CONTINUED)

VOTING OF PROXIES

Voting of Proxies

If your shares of our common stock are registered in your name with our transfer agent, Wells Fargo Shareowner Services, you may cause your shares to be voted by returning a signed proxy card, or you may vote in person at the special meeting. Additionally, you may submit electronically through the internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the accompanying proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically through the internet or by telephone. Based on your proxy cards or internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the special meeting in person. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the shareholder. Properly executed proxies that do not contain voting instructions will be voted FOR approval of the merger agreement, FOR the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting and FOR the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

If you hold your shares of our common stock in street name through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting instruction form provided by your broker, bank or other nominee, or by the internet or telephone through your broker, bank or other nominee. To vote via the internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or other nominee. If you do not return your banks, brokers or other nominees voting instruction form, do not vote via the internet or telephone through your broker, bank or other nominee, if possible, or do not attend the special meeting and vote in person with a proxy from your broker, bank or other nominee, it will have the same effect as if you voted AGAINST the proposal to approve the merger agreement but will not have any effect on the adjournment proposal or the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

Revocability of Proxies

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

Please note that to be effective, your new proxy card, internet or telephonic voting instructions or written notice of revocation must be received prior to the special meeting and, in the case of internet or telephonic voting instructions, must be received before 11:59 p.m. eastern time on December 2, 2015. If you have submitted a proxy, your appearance at the special meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of common stock in street name, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid legal proxy from your bank, broker or other nominee. Any adjournment, recess or postponement of the special meeting for the purpose of soliciting additional proxies will allow TECO Energy shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned, recessed or postponed.

THE SPECIAL MEETING (CONTINUED)

BOARD RECOMMENDATION

Board Recommendation

The Board, after considering the factors described in the section entitled The Merger Recommendation of the Board and Reasons for the Merger, has unanimously determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of TECO Energy and its shareholders, has declared advisable the merger agreement and has adopted and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Board recommends that you vote FOR the approval of the merger agreement, FOR the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement at the time of the special meeting and FOR the proposal to approve, by nonbinding, advisory vote, compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

Solicitation of Proxies

The expense of soliciting proxies in the enclosed form will be borne by TECO Energy. We have retained Morrow & Co., LLC, a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of $11,500 plus expenses. In addition, we may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by some of our directors, officers and employees, personally or by telephone, facsimile, e-mail or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of the necessary closing conditions, including the approval by our shareholders of the proposal to approve the merger agreement, we anticipate that the merger will close in the middle of 2016.

Other Matters

At this time, we know of no other matters to be submitted at the special meeting.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement and notice to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. Each shareholder in the household would continue to receive a separate proxy card. This process, known as householding, reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, follow the instructions described below. Similarly, if you share an address with another shareholder, and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If your shares are registered in your own name, please contact us at our executive offices at TECO Plaza, 702 North Franklin Street, Tampa, Florida 33602, Attn: Investor Relations, or by calling us at (813) 228-1111 to inform us of your request. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

The Merger

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A, and which constitutes part of this proxy statement. You should read the entire merger agreement carefully because it is the legal document that governs the merger.

Parties Involved in the Merger

TECO Energy, Inc.

TECO Plaza

702 North Franklin Street

Tampa, Florida 33602

TECO Energy is a holding company for regulated utilities and other businesses. TECO Energy was incorporated in Florida in 1981 as part of a restructuring in which we became the parent of Tampa Electric Company. Tampa Electric Company, our largest subsidiary, has regulated electric and gas utility operations in separate divisions Tampa Electric and Peoples Gas System. In September 2014, we acquired all of the outstanding capital stock of NMGI. NMGI is the parent company of NMGC, a regulated gas utility operating in the State of New Mexico.

The shares of our common stock are currently listed on the NYSE under the symbol TE.

Emera Inc.

5151 Terminal Road

Halifax, Nova Scotia

B3J 1A1

Emera is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia. Emera invests in electricity generation, transmission and distribution, as well as gas transmission and utility energy services. Emera has investments throughout northeastern North America and in four Caribbean countries. Emeras common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E and EMA.PR.F, and Emeras installment receipts are listed and traded under the symbol EMA.IR.

Emera US Inc.

Suite 1101, 101 Federal Street

Boston, Massachusetts 02110

Merger Sub is a Florida corporation and an indirect wholly owned subsidiary of Emera. Emera formed Merger Sub solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement, including the merger. Merger Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon completion of the merger, Merger Sub will cease to exist.

Effect of the Merger

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, Merger Sub will merge with and into TECO Energy, with TECO Energy continuing as the surviving corporation. As a result of the merger, TECO Energy will become an indirect, wholly owned subsidiary of Emera, and our common stock will no longer be publicly traded. In addition, our common stock will be delisted from the NYSE and deregistered under the Exchange Act. Therefore, after the merger, we will no longer file periodic reports with the SEC on account of our common stock. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

The effective time of the merger will occur upon the filing of the articles of merger with the Department of State of the State of Florida in accordance with the Florida Business Corporation Act (or at such later time as we, Emera and Merger Sub may agree and specify in the articles of merger).

THE MERGER (CONTINUED)

EFFECT ON TECO ENERGY IF THE MERGER IS NOT COMPLETED

Effect on TECO Energy if the Merger is Not Completed

If the merger agreement is not approved by TECO Energys shareholders or if the merger is not completed for any other reason, TECO Energys shareholders would not receive any payment for their shares of common stock. Instead, TECO Energy would remain an independent public company and our common stock would continue to be listed and traded on the NYSE and registered under the Exchange Act. Accordingly, we would continue to file periodic reports with the SEC on account of our common stock.

In addition, if the merger is not completed, TECO Energy expects that its management will operate its businesses in a manner similar to that in which it is being operated today and that TECO Energys shareholders would continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly regulated industry in which TECO Energy operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the merger is not completed, the Board would continue to evaluate and review TECO Energys business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the merger agreement is not approved by TECO Energys shareholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to TECO Energy will be offered or that TECO Energys business, prospects or results of operation will not be adversely impacted.

In addition, if the merger agreement is terminated under specified circumstances, TECO Energy may be required to pay Emera a termination fee or may be entitled to receive a termination fee from Emera. See Proposal 1: Approval of the Merger Agreement Effect of Termination Termination Fees.

Merger Consideration

In the merger, each share of our common stock that is issued and outstanding immediately prior to the effective time of the merger (other than shares of common stock owned by us as treasury stock, if any, shares of common stock owned by our wholly owned subsidiaries, if any, and shares of common stock owned directly or indirectly by Emera or Merger Sub, if any) will be canceled and retired and converted automatically into the right to receive the per-share merger consideration of $27.55 in cash, without interest and less any applicable withholding taxes.

After the merger is completed, under the terms of the merger agreement, you will have the right to receive the per-share merger consideration, but you will no longer have any rights as a TECO Energy shareholder.

Background of the Merger

The Board and senior management of TECO Energy regularly review and assess TECO Energys long-term business plan and strategic alternatives available to enhance shareholder value, including potential business combination transactions. Morgan Stanley has participated and provided advice to the Board in connection with certain of these planning and review processes.

On April 28, 2015, the Board held a meeting that was also attended by certain members of senior management and representatives of Morgan Stanley. At that meeting, the Board, members of senior management and representatives of Morgan Stanley discussed TECO Energys businesses and operations, competitive position, strategic goals and available strategic alternatives, including a potential sale of TECO Energy to a third party. At the request of the Board, a representative of Morgan Stanley provided a utility sector update addressing utility sector trends, including the growing importance of scale within the industry, and the strategic landscape for TECO Energy. Morgan Stanley highlighted for the Board certain challenges facing the utility industry, including a rising interest-rate environment, lower per-customer usage patterns and pressure on allowed return on equity. The Board discussed with Morgan Stanley and senior management

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certain strategic alternatives available to TECO Energy (and the benefits and risks of each such alternative), including remaining as a standalone public company, growth through acquisitions and a sale to a third party. Morgan Stanley also provided a preliminary valuation analysis of TECO Energy in connection with a potential sale to a third party. The Board was also advised during the meeting by Charles A. Attal, III, Senior Vice President, General Counsel, Chief Legal Officer and Chief Ethics and Compliance Officer of TECO Energy, on aspects of director fiduciary duties.

After discussion and consideration of the information received during the meeting, including with respect to TECO Energys strategic alternatives, the Board determined that it needed additional details regarding a potential process for a sale of TECO Energy to a third party and directed senior management, working with TECO Energys outside advisors, to develop a plan for a potential competitive process involving a sale of TECO Energy to a third party, which we refer to as the sale process.

Later on April 28, 2015, representatives of Morgan Stanley met informally with the members of the Board and senior management to discuss further a potential sale process.

On May 7, 2015, certain members of senior management held a meeting with representatives of Morgan Stanley to discuss a potential sale process. The representatives of Morgan Stanley also identified certain companies that potentially could be interested in acquiring TECO Energy pursuant to a sale process.

On May 28, 2015, the Board held a meeting that was also attended by certain members of senior management and representatives of Morgan Stanley and Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to as Skadden, Arps, TECO Energys outside legal counsel in connection with the merger. At that meeting, members of senior management and representatives of Morgan Stanley described to the Board a potential plan for a sale process in the event the Board were to decide to explore a sale to a third party. Representatives of Morgan Stanley identified for the Board a list of six potential strategic counterparties that Morgan Stanley and senior management believed had the greatest likelihood to maximize shareholder value to TECO Energys shareholders, including such counterparties market capitalization and financial wherewithal, the potential synergies arising from an acquisition of TECO Energy and the minimization of closing risk, which factors we refer to as the process criteria. In addition, representatives of Morgan Stanley discussed that such list of potential counterparties did not include any financial buyers due to concerns regarding their ability to offer shareholder value (including holding company leverage constraints on their financial resources) and their ability to close. The Board determined, based on the view of Morgan Stanley and senior management and discussions about the process criteria at the meeting, that the six potential counterparties were the parties with the greatest likelihood to maximize value to TECO Energys shareholders and to minimize closing risk. In addition, after discussion and consideration of the information received during this meeting and the April 28, 2015 Board meeting, the Board determined that it was in the best interests of TECO Energys shareholders and its other constituencies to pursue an initial phase of a sale process, which we refer to as Phase I, involving the potential counterparties. Because of the Boards view that those six potential counterparties were the parties with the greatest likelihood to maximize value to TECO Energys shareholders, the Board determined not to invite other parties to participate in sale process in order to minimize the risk of the sale process becoming public and to maintain an orderly process. The Board then discussed with senior management and representatives of Morgan Stanley the timing and process of contacting the potential counterparties with respect to Phase I. The Board determined that such contact should occur on June 11, 2015, after the then-anticipated closing date of TECO Energys announced sale of TECO Coal LLC and an industry conference being attended by John Ramil, TECO Energys President and Chief Executive Officer, and the chief executive officers of certain of the potential counterparties.

On June 11, 2015, a representative of Morgan Stanley contacted the chief executive officer or other senior officer of each potential counterparty and informed them that the Board had decided to conduct Phase I and that, if such potential counterparty was interested in exploring a potential transaction, Morgan Stanley would provide such potential counterparty with (i) a confidential information presentation about TECO Energy (including certain nonpublic information about TECO Energy) upon such potential counterparty executing a nondisclosure agreement with TECO Energy and (ii) instructions for such potential counterparty to submit at the completion of Phase I a non-binding indicative proposal, which proposal would include a per-share offer price for our common stock, on a fully diluted basis, a list of required due diligence items and any transaction or regulatory approvals and conditions that would be required by such counterparty prior to completing an acquisition of TECO Energy.

On June 17, 2015, one potential counterparty informed Morgan Stanley that it was not interested in participating in Phase I. Between June 17, 2015, and June 25, 2015, five potential counterparties companies that we respectively refer to as

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Bidder A, Bidder B, Bidder C, Bidder D and Bidder E entered into nondisclosure agreements with TECO Energy. We refer to the potential counterparties that executed nondisclosure agreements with TECO Energy as the Bidders.

Shortly after each Bidder executed a nondisclosure agreement, Morgan Stanley distributed to such Bidder the confidential information presentation, financial projections and the Phase I instructions.

Between June 24, 2015, and June 30, 2015, members of senior management, including Mr. Ramil, Sandra Callahan, Senior Vice President Finance & Accounting and Chief Financial Officer of TECO Energy, and Mr. Attal participated in telephone calls with each Bidder regarding the confidential information presentation.

Between June 20, 2015, and July 20, 2015, representatives of Skadden, Arps participated in several telephone conversations with outside and internal legal counsel of each of Bidder B and Bidder C regarding the regulatory approvals that would be required for an acquisition of TECO Energy by Bidder B or Bidder C, respectively.

On June 23, 2015, representatives of a financial party met with Mr. Ramil and other members of senior management and informed senior management that such party was generally interested in discussing potential strategic transactions with TECO Energy. Mr. Ramil discussed that meeting with representatives of Morgan Stanley, and after discussion, it was concluded, consistent with the Boards directives and determinations on May 28, 2015, that (i) it was unlikely the financial party would be competitive with the Bidders and (ii) it would not be beneficial to have any further discussions with such party.

On June 29, 2015, a strategic party contacted Morgan Stanley to inquire generally about a potential acquisition of TECO Energy. On June 30, 2015, representatives of a financial institution met with Mr. Ramil and informed him that another strategic party was interested in discussing potential strategic transactions with TECO Energy. Neither Morgan Stanley nor TECO Energy received any further communications from those two strategic parties regarding a potential strategic transaction.

Because one of the initial six potential counterparties contacted on June 11, 2015, declined to participate in the sale process, on July 1, 2015, at the direction of senior management, a representative of Morgan Stanley contacted a strategic party (selected by senior management and Morgan Stanley based on such party meeting the process criteria) to gauge its interest in participating in Phase I. That party informed Morgan Stanley that it was not interested in participating in Phase I.

On July 2, 2015, the Board held a meeting that was also attended by certain members of senior management and representatives of Morgan Stanley and Skadden, Arps. At that meeting, members of senior management and the representatives of Morgan Stanley and Skadden, Arps updated the Board on Phase I, including the contacts with the parties discussed above on June 23, June 29, June 30 and July 1, 2015. Also at this meeting, after discussion with senior management and representatives of Skadden, Arps, the Board determined that it would be beneficial to the sale process to retain a second financial advisor (in addition to Morgan Stanley), among other things, to assist the Board in its evaluation of potential proposals and, if requested, render an opinion to the Board as to the fairness, from a financial point of view, of the consideration payable in a sale transaction.

On July 13, 2015, Emera submitted a letter to TECO Energy expressing its knowledge of, and its interest in participating in, Phase I and stating that Emera was prepared to execute a nondisclosure agreement promptly and submit an indicative bid on the same timetable as the Bidders. On July 14, 2015, Emera entered into a nondisclosure agreement with TECO Energy, and shortly thereafter, Morgan Stanley provided Emera with the confidential information presentation and Phase I instructions. We hereinafter also refer to Emera as one of the Bidders.

On July 16, 2015, members of senior management, including Mr. Ramil, Ms. Callahan and Mr. Attal, participated in a telephone call with representatives of Emera regarding the confidential information presentation.

Later on July 16, 2015, Spark Spread, an energy trade publication, published an article stating that TECO Energy had put itself up for sale and had hired Morgan Stanley in connection with the sale process. In response to that article, TECO Energy distributed a press release on July 16, 2015, announcing that it was exploring strategic alternatives and that it had retained Morgan Stanley to advise TECO Energy in connection with exploring such strategic alternatives. After TECO Energy announced that it was exploring strategic alternatives, Morgan Stanley was contacted by eight strategic parties and five financial parties inquiring about the sale process, but none of those parties ultimately entered the sale process or executed a nondisclosure agreement.

During Phase I (i.e., between June 11, 2015, and July 20, 2015), Mr. Ramil participated in telephone calls with the chief executive officers of certain of the Bidders regarding those Bidders interests in the sale process.

On July 20, 2015, TECO Energy received nonbinding indicative proposals from Emera and each of Bidders B, C, D and E. Bidder A did not submit an indicative proposal but informed Morgan Stanley that it might do so at a later date (although

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Bidder A ultimately did not submit an indicative proposal during the sale process). Emeras indicative proposal included a per-share offer price of $26.05; however, Emeras non-binding indicative proposal was conditioned on a three-week exclusivity period during which Emera would finalize due diligence and TECO Energy would exclusively negotiate the terms of a definitive agreement with Emera. The indicative proposals of Bidders C, D and E included per-share offer prices in the range of $23.50$25.00, and Bidder Bs non-binding indicative proposal included a per-share offer price below that range ($22.57).

On July 22, 2015, the Board held a meeting that was also attended by certain members of senior management and representatives of Morgan Stanley, Skadden, Arps and Holland & Knight LLP, which we refer to as Holland & Knight, TECO Energys outside Florida counsel in connection with the merger. Representatives of Moelis were also invited to attend the meeting. TECO Energy formally retained Moelis as a second financial advisor in connection with the sale process on July 23, 2015. At the meeting, a representative of Skadden, Arps and a representative of Holland & Knight reviewed with the Board its fiduciary duties under Florida law. Senior management and representatives of Morgan Stanley reviewed with the Board the Phase I process, including the receipt of the five indicative proposals on July 20, 2015 and the contacts from thirteen parties subsequent to the publication of the July 16, 2015 Spark Spread article. In addition, representatives of Morgan Stanley discussed with the Board its preliminary financial analysis of TECO Energy on a standalone basis using various valuation metrics and indicated that the per-share offer prices included in the indicative proposals of Emera and Bidder C were at a higher premium to the unaffected market price than any of the precedent utility industry transactions included by Morgan Stanley in its preliminary financial analysis. In addition, and without representatives of Morgan Stanley or Moelis present, a representative of Skadden, Arps reviewed certain information provided by each of Morgan Stanley and Moelis with respect to prior or current engagements that Morgan Stanley or Moelis, respectively, had with Emera and each of Bidders B, C, D and E. The Board determined that none of the disclosed engagements presented a significant conflict.

Representatives of Morgan Stanley then discussed with the Board potential next steps in the sale process, which we refer to as Phase II, if the Board decided to proceed with Phase II. Phase II would include, among other things, (i) TECO Energy granting the remaining Bidders access to an electronic data room to conduct due diligence, (ii) TECO Energy distributing a draft merger agreement to the remaining Bidders, (iii) additional management presentations and (iv) a request for the remaining Bidders to submit final, binding proposals, which would include each Bidders mark-up of the draft merger agreement in a form that each Bidder would be ready to execute. A representative of Skadden, Arps then discussed with the Board certain terms that likely would be included in the draft merger agreement that would be distributed to the Bidders in Phase II. The Board discussed with senior management and the representatives of its outside advisors strategic issues regarding Phase II. After discussion, the Board decided to proceed with Phase II.

The Board also determined, based on the indicative proposals received and the discussions with members of senior management and TECO Energys outside advisors, that Bidder B should be excluded from Phase II because the per-share offer price in its indicative proposal was significantly lower than the per-share offer prices in the other indicative proposals. In addition, the Board determined that Bidders C, D and E would be permitted into Phase II, but the Board directed Morgan Stanley to inform those Bidders that each would need to increase its per-share offer price to be competitive. Further, the Board determined that Emera would be permitted into Phase II only if it dropped its exclusivity condition.

After the meeting, a representative of Morgan Stanley telephoned the chief executive officer of each of Bidders C, D and E to invite them into Phase II and communicate the Boards directive. Each chief executive officer accepted the invitation to participate in Phase II and acknowledged the need to increase the per-share offer price to be competitive.

On July 22, 2015, a representative of Morgan Stanley telephoned Christopher Huskilson, President and Chief Executive Officer of Emera, and informed him that TECO Energy would not agree to an exclusivity period. Mr. Huskilson informed the representative of Morgan Stanley that Emera would not withdraw its exclusivity condition. On July 23, 2015, Emera sent a letter to Morgan Stanley withdrawing from the sale process because TECO Energy had not agreed to its proposed exclusivity period.

On July 27, 2015, Bidders C, D and E and certain of their respective outside advisors were granted access to the Phase II electronic data room.

On July 28, 2015, a representative of J.P. Morgan Securities LLC, which we refer to as JPMorgan, financial advisor to Emera in connection with the merger, telephoned a representative of Morgan Stanley and advised that Emera had

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reconsidered its position on exclusivity and requested that TECO Energy permit Emera into Phase II. The representative of Morgan Stanley requested that Emera send a letter to TECO Energy stating that its indicative proposal no longer required exclusivity, which Emera delivered on July 30, 2015. On July 30, 2015, Emera and certain of its outside advisors were granted access to the Phase II electronic data room.

On July 29, 2015, the Board and certain members of senior management held a meeting at which the status of the Phase II process was discussed.

Between August 3, 2015, and August 7, 2015, members of senior management, including Mr. Ramil, Ms. Callahan and Mr. Attal, conducted management presentations to each of Emera and Bidders C, D and E.

On August 10, 2015, a draft of the merger agreement was provided to each of Emera and Bidders C, D and E.

During August 2015, TECO Energy and its advisors continued to provide diligence materials and answer questions from the remaining Bidders, and representatives of TECO Energy held several due diligence telephone calls with representatives of the remaining Bidders on subjects such as employee benefits matters, regulatory matters and environmental matters.

On August 16, 2015, certain members of senior management, including Ms. Callahan and Mr. Attal, representatives of Emera, including Scott Balfour, Emeras Chief Financial Officer, and Lewis Smith, Emeras General Counsel, and representatives of Morgan Stanley, Skadden, Arps and Osler, Hoskin & Harcourt LLP, Emeras outside Canadian counsel in connection with the merger, participated in a telephone call regarding Emeras proposed financing plan in connection with the merger.

During Phase II, Mr. Ramil participated in telephone calls with the chief executive officers of certain of the remaining Bidders regarding those Bidders interests in the sale process.

On August 26, 2015, representatives of Morgan Stanley participated in telephone calls with the chief executive officer of, and a financial advisor to, Bidder E. In that call, the chief executive officer of Bidder E informed Morgan Stanley that the proposal Bidder E would submit on the next day would be Bidder Es best and final offer and that Bidder E would not engage in any further substantive negotiations regarding price or the terms of the merger agreement.

On August 27, 2015, TECO Energy received final, binding proposals to acquire TECO Energy from Emera, Bidder C and Bidder E. Bidder D did not submit a final proposal. Emera proposed a per-share offer price of $27.05 in cash, Bidder C proposed a per-share offer price of $27.00 in cash, and Bidder E proposed a per-share offer price of $26.00 in cash. In addition, each of Emera, Bidder C and Bidder E submitted a mark-up of the draft merger agreement.

Emera also included with its final proposal executed debt commitment letters from JPMorgan Chase Bank, N.A. and the Bank of Nova Scotia. Bidder C also included with its final proposal an unexecuted debt commitment letter from a nationally recognized bank. Bidder E also included with its final proposal an executed debt commitment letter from a nationally recognized bank.

Between August 27, 2015, and August 31, 2015, representatives of Skadden, Arps and representatives of internal and external counsel of Bidder C held telephone calls regarding the required regulatory approvals for a potential merger.

On August 31, 2015, the Board held a meeting that was also attended by certain members of senior management and representatives of Morgan Stanley, Moelis, Skadden, Arps and Holland & Knight. At that meeting, representatives of Morgan Stanley and Skadden, Arps and members of senior management reviewed with the Board the three final proposals received on August 27, 2015, including the per-share offer price of each proposal and the applicable mark-up of the draft merger agreement. Morgan Stanley and Moelis each provided a preliminary financial overview of TECO Energy on a standalone basis and of each proposal. The representatives and senior management noted that the per-share offer price of Emeras proposal and per-share offer price of Bidder Cs proposal were differentiated only by $0.05 per share. TECO Energys senior management and legal and financial advisors also compared and contrasted Emeras proposed financing of the merger with Bidder Cs and Bidder Es respective financing proposals.

The Board, with the assistance of representatives of Skadden, Arps, reviewed and compared the significant terms of the mark-ups to the draft merger agreement submitted by Emera and Bidder C and how these terms compared with the terms

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of TECO Energys draft merger agreement that had been provided to each of the Bidders. In particular, they noted that, under Bidder Cs mark-up to the merger agreement, Bidder C would not have to agree to any condition in connection with obtaining the required regulatory approvals that would be expected to have a material adverse effect on TECO Energy or Bidder C (after giving effect to the merger), with materiality measured by assuming that Bidder C was the size and scale of TECO Energy, which provision we refer to as a burdensome condition qualifier. In contrast, Emeras agreed-to obligations to obtain the required regulatory approvals were not subject to a burdensome condition qualifier.

Bidder Es mark-up to the merger agreement was extensive and significantly less favorable to TECO Energy and its shareholders than either of the mark-ups submitted by Emera or Bidder C.

The Board then discussed with the representatives and senior management the relative merits of each final proposal and the strategy to obtain the best possible proposal for TECO Energy and its shareholders. After discussion, the Board determined that the proposal from either Emera or Bidder C could provide greater value to TECO Energys shareholders than TECO Energy remaining as a standalone company (including the risks and uncertainties in executing TECO Energys business plan and achieving internal financial projections, general macroeconomic challenges and market risks) provided that an agreement could be reached with the ultimately successful Bidder. The Board noted, however, that it had not made any decision to sell TECO Energy. The Board instructed Morgan Stanley to request that each of Emera and Bidder C deliver its final and best offer with respect to the per-share offer price and terms of the merger agreement. The Board also directed that senior management and Skadden, Arps prepare, and Morgan Stanley distribute, revised drafts of the merger agreement to Emera and Bidder C, noting that Bidder Es final proposal was not competitive relative to Emeras and Bidder Cs final proposals because of the significant difference in Bidder Es per-share offer price and the terms of its mark-up to the merger agreement.

On September 1, 2015, a representative of Morgan Stanley telephoned the chief executive officer of each of Emera and Bidder C to communicate the Boards directive, and after those calls, Morgan Stanley distributed revised drafts of the merger agreement to Emera and Bidder C.

Later on September 1, 2015, representatives of Emera, including Mr. Balfour and Mr. Marchand, representatives of TECO Energy, including Ms. Callahan and Mr. Attal, and representatives of Morgan Stanley, JPMorgan, Scotiabank, financial advisor to Emera in connection with the merger, Skadden, Arps and Davis Polk & Wardwell LLP, which we refer to as Davis Polk, Emeras outside legal counsel in connection with the merger, participated in a telephone call and discussed details of Emeras proposed financing of the merger, including information regarding certain contingent equity financing arrangements that have been used by Canadian companies in connection with acquisitions of U.S. businesses.

On September 1, 2015, Emera submitted a revised proposal with a revised per-share offer price of $27.55, together with a revised mark-up of the merger agreement.

Also on September 1, 2015, Bidder C delivered a letter to TECO Energy with a revised offer price of $27.25 per share. In that letter, Bidder C revised certain of the terms of its previous proposal reflected in its mark-up to the merger agreement submitted on August 27, 2015. The revisions included changes to Bidder Cs proposal regarding its efforts to obtain the required regulatory approvals, but Bidder Cs proposal still included a burdensome condition qualifier (but with a higher level of materiality before such qualifier would be triggered).

On September 1, 2015, representatives of Skadden, Arps and representatives of Bidder Cs external counsel participated in a telephone call to discuss Bidders Cs revised proposal regarding its efforts to obtain the required regulatory approvals and the steps the parties could take to increase the likelihood that those regulatory approvals would be obtained.

On September 2, 2015, the Board held a meeting that was also attended by certain members of senior management and representatives of Morgan Stanley, Moelis, Skadden, Arps and Holland & Knight. At that meeting, members of senior management and representatives of Morgan Stanley updated the Board regarding the developments in the sale process since the August 31, 2015 Board meeting. Morgan Stanley and Moelis each reviewed with the Board the revised pricing proposals from Emera and Bidder C. In addition, members of senior management updated the Board on the prior days telephone call with representatives of Emera regarding details of Emeras financing plan. Representatives of Skadden, Arps reviewed Bidder Cs revised proposal regarding regulatory approvals with the Board. The representatives and senior management noted for the Board (i) that Emeras revised per-share offer price was $0.30 higher than Bidder Cs revised per-share offer price, (ii) the regulatory approval terms of Bidder Cs revised proposal relative to the terms of Emeras final proposal, including that Bidder Cs mark-up to the merger agreement, as revised on September 1, 2015, continued to

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raise significant regulatory concerns and (iii) their belief that, in the aggregate, the terms of the draft merger agreement with Emera were not only more favorable to TECO Energy and its shareholders than the terms of the draft merger agreement with Bidder C but also were generally very favorable to TECO Energy and its shareholders. The Board also considered the likely effects of the terms of the Emera and Bidder C proposals on TECO Energys employees, suppliers and customers, the communities and society in which TECO Energy operates, and the economies of the United States and the states in which TECO Energy operates, including Emeras stated desire to maintain TECO Energys and Tampa Electric Companys headquarters in Tampa, Florida, and NMGCs headquarters in Albuquerque, New Mexico and to retain current TECO Energy employees. After this discussion, the Board unanimously determined that Emeras revised final proposal was superior for TECO Energy, its shareholders, its employees and its other constituencies to Bidder Cs revised final proposal, and the Board directed senior management to attempt to resolve the issues remaining in the draft merger agreement with Emera, but the Board noted that it had not made a decision to sell TECO Energy at this time.

On September 2, 2015, Bidder E delivered a letter to Morgan Stanley formally withdrawing its August 27, 2015 proposal.

Between September 2, 2015, and September 4, 2015, representatives of Skadden, Arps and Davis Polk exchanged several drafts of the merger agreement and discussed the open issues on the draft merger agreement, which included issues related to the termination fees payable by TECO Energy and Emera, covenants regarding regulatory proceedings and a provision relating to TECO Energys proposed sale of TECO Coal LLC.

On September 4, 2015, the Board held a meeting, with certain members of senior management and representatives of Morgan Stanley, Moelis, Skadden, Arps and Holland & Knight participating. TECO Energys outside counsel reviewed with the Board the directors fiduciary duties under Florida law. The representatives of Skadden, Arps reviewed with the Board the resolution of the remaining issues to the draft merger agreement with Emera. In addition, a representative of Skadden, Arps reviewed with the Board updated information provided by each of Morgan Stanley and Moelis with respect to prior or current engagements that Morgan Stanley or Moelis, respectively, had with Emera and noted that there had been no material changes to the information discussed with the Board on July 22, 2015. Morgan Stanley reviewed the financial analyses performed by Morgan Stanley in connection with its evaluation of the consideration to be received by the holders of shares of TECO Energy common stock in the merger. Morgan Stanley delivered its oral opinion to the Board (which was subsequently confirmed by delivery of a written opinion dated September 4, 2015) to the effect that, as of September 4, 2015, based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the consideration to be received by the holders of shares of TECO Energy common stock (other than holders of certain excluded shares) pursuant to the merger agreement was fair, from a financial point of view, to such holders of shares of TECO Energy common stock. Also at this meeting, Moelis reviewed its financial analysis of the per-share merger consideration with the Board and delivered an oral opinion, which was confirmed by delivery of a written opinion dated September 4, 2015, addressed to the Board to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in the opinion, the per-share merger consideration to be received by holders of TECO Energy common stock was fair, from a financial point of view, to such holders. Following these presentations, and after discussion, deliberation and consideration of all of the factors that it considered relevant, the Board unanimously determined that the merger was in the best interests of TECO Energy and its shareholders, and declared it advisable for TECO Energy to enter into the merger agreement, adopted the merger agreement and approved TECO Energys execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement and resolved to recommend that TECO Energys shareholders approve the merger agreement. Immediately thereafter, TECO Energy, Emera and Merger Sub executed the merger agreement, and TECO Energy and Emera issued a joint press release announcing the execution of the merger agreement.

Recommendation of the Board and Reasons for the Merger

Recommendation of the Board

The Board unanimously recommends that you vote FOR the proposal to approve the merger agreement, FOR the proposal to adjourn the special meeting and FOR the nonbinding, advisory proposal regarding compensation that will or may become payable by TECO Energy to its named executive officers in connection with the merger.

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RECOMMENDATION OF THE BOARD AND REASONS FOR THE MERGER

Reasons for the Merger

In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Board consulted with TECO Energys senior management, outside legal counsel and financial advisors and, in recommending that TECO Energys shareholders vote FOR the approval of the merger agreement, considered numerous positive factors relating to the merger agreement and the transactions contemplated thereby, including the merger. Such positive factors include the following material factors (which are not necessarily in the order of relative importance):

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RECOMMENDATION OF THE BOARD AND REASONS FOR THE MERGER

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RECOMMENDATION OF THE BOARD AND REASONS FOR THE MERGER

In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Board consulted with TECO Energys senior management, outside legal counsel and financial advisors and, in recommending that TECO Energys shareholders vote FOR the approval of the merger agreement, considered the risks and potentially negative factors relating to the merger agreement and the transactions contemplated thereby, including the merger. Such risks and potentially negative factors include the following material risks and factors (which are not necessarily in the order of relative importance):

The Board believed that, overall, the potential benefits of the merger to TECO Energys shareholders outweighed the risks and uncertainties of the merger.

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RECOMMENDATION OF THE BOARD AND REASONS FOR THE MERGER

The foregoing discussion of factors considered by the Board is not intended to be exhaustive but includes the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented.

Certain Financial Forecasts Prepared by the Management of TECO Energy

Although we publicly provide earnings guidance from time to time, we do not, as a matter of course, publicly disclose other financial forecasts as to future performance, earnings or other results. However, in connection with the sale process, we provided the Board and Morgan Stanley with certain nonpublic unaudited financial forecasts prepared by our management as of April 2015, which we refer to as the Initial Forecasts. In addition, in June 2015, our management updated the Initial Forecasts to reflect updated customer and energy sales forecasts for Tampa Electric Company and incremental capital expenditures which included a byproduct processing facility and a Board-approved solar project, which we refer to as the Updated Incremental CapEx Forecasts and, together with the Initial Forecasts, the Forecasts. We provided Emera and other Bidders with the Updated Incremental CapEx Forecasts. The Forecasts were also provided to the Board and Morgan Stanley, and the Updated Incremental CapEx Forecasts were provided to Moelis. In preparing their respective financial analyses for the Board, as summarized in Opinion of Morgan Stanley & Co. LLC and Opinion of Moelis & Company LLC, Morgan Stanley and Moelis each relied on the accuracy and completeness of the information provided with respect to the applicable Forecasts utilized and the assurances of our management that it was not aware of any facts or circumstances that would make such information inaccurate or misleading.

We have included a summary of the Forecasts in this proxy statement to give our shareholders access to certain nonpublic information made available to other parties in connection with the merger. We have not included this information to influence the decision of our shareholders as to whether to vote for or against the proposal to approve the merger agreement.

The inclusion of the Forecasts should not be regarded as an indication that TECO Energy or any of its directors, officers, employees, affiliates, advisors or any other recipient of the Forecasts considered, or now considers, the Forecasts to be material or to be necessarily predictive of actual future results, and you should not construe or rely on the Forecasts as financial guidance.

The Forecasts have been prepared by, and are the responsibility of, our management. Our management believes that the Forecasts were prepared in good faith and on a reasonable basis based on the best information available to our management at the time the information was prepared. Our management did not prepare the Forecasts with a view to public disclosure, and we have included the Forecasts in this proxy statement only because such information was made available as described above. The Forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to as GAAP, the published guidelines of the SEC regarding projections, forward-looking statements or the use of non-GAAP measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, PricewaterhouseCoopers, LLP, our independent auditor, has not examined, reviewed, compiled or otherwise applied procedures to, the Forecasts and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

Although a summary of the Forecasts is presented with numerical specificity, the Forecasts reflect numerous assumptions and estimates as to future events made by our management, including with respect to indebtedness and capital expenditure levels for the applicable periods, that our management believed were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to management at the time. Because the Forecasts cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and cause the Forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to our business, regulatory decisions and the regulatory environment generally, general business

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CERTAIN FINANCIAL FORECASTS PREPARED BY THE MANAGEMENT OF TECO ENERGY

and economic conditions, changes in tax laws, the occurrence of unusual weather events and other factors described or referenced under Forward-Looking Statements.

Key assumptions in the Forecasts affecting projections of revenue include economic and other assumptions affecting forecasts of customer and energy sales growth, the impact of Tampa Electric Companys 2013 rate settlement, and incremental revenues from an assumed New Mexico Gas rate case in 2019. Other assumptions reflected in the Forecasts include a per-share dividend increase of two cents annually, interest rates at the median of externally sourced forecasts, relatively stable operating and maintenance expense, and current tax law is effective throughout the forecast period. The Forecasts assume that available cash at the parent is used to make equity contributions to TECO Energys utilities with remaining available cash applied to the reduction of debt.

The key assumptions underlying the Initial Forecasts and the Updated Incremental CapEx Forecasts are substantially similar, except that the Updated Incremental CapEx Forecast includes customer and energy sales forecasts for Tampa Electric Company updated to include current, more robust economic assumptions, and includes incremental capital spending consisting of a byproduct processing facility at the Polk Power Station, a 25MW(dc) solar project approved by the Board, and acceleration to 2016 of certain future capital spending. Contributions of available parent cash to support the equity balances of the utilities over the period are assumed to be $440,000,000 in the Initial Forecast and $560,000,000 in the Updated Incremental Capex Forecast.

In addition, the Forecasts reflect assumptions that are subject to change and do not reflect revised prospects for our business, changes in general business or economic conditions or any other transaction or event that has occurred or may occur and that was not anticipated at the time the Forecasts were prepared, and the Forecasts do not give effect to the merger. As a result, there can be no assurance that the Forecasts will be realized, and actual results may differ materially than those contained in the Forecasts.

You should evaluate the Forecasts, if at all, in conjunction with the historical financial statements and other information regarding TECO Energy contained in our public filings with the SEC. Our management reviewed the Forecasts with the Board, which considered them in connection with their evaluation and approval of the merger agreement and the merger.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Forecasts to reflect circumstances existing after the date when our management prepared the Forecasts or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Forecasts are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the Forecasts, our shareholders are cautioned not to rely on the Forecasts included in this proxy statement.

Certain of the measures included in the Forecasts may be considered non-GAAP financial measures, including EBITDA. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by us may not be comparable to similarly titled amounts used by other companies.

Initial Forecasts

Fiscal year ending December 31,

($ in millions, except per share data)

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CERTAIN FINANCIAL FORECASTS PREPARED BY THE MANAGEMENT OF TECO ENERGY

Updated Incremental CapEx Forecasts

Fiscal year ending December 31,

($ in millions, except per share data)

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OPINION OF MORGAN STANLEY & CO. LLC

Opinion of Morgan Stanley & Co. LLC

Morgan Stanley was retained by TECO Energy to act as its financial advisor in connection with the merger. TECO Energy selected Morgan Stanley to act as one of its financial advisors based on Morgan Stanleys qualifications, expertise and reputation and its knowledge of the industry, business and affairs of TECO Energy. On September 4, 2015, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Board that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its opinion, the per-share merger consideration to be received by the holders of TECO Energy common stock, other than to holders of certain excluded shares, pursuant to the merger agreement dated as of September 4, 2015 was fair from a financial point of view to such holders of shares of TECO Energy common stock. For the purposes of this section, excluded shares means (i) shares owned by TECO Energy as treasury stock, (ii) shares that are owned by a wholly owned subsidiary of TECO Energy and (iii) shares that are owned directly or indirectly by Emera or Merger Sub.

The full text of Morgan Stanleys written opinion to the Board, dated September 4, 2015, is attached to this proxy statement as Annex B. Our shareholders should read the opinion in its entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanleys opinion was addressed to, and rendered for the benefit of, the Board, in its capacity as such, and addressed only the fairness, from a financial point of view, of the per-share merger consideration to be received by the holders of TECO Energy common stock, other than to holders of certain excluded shares, pursuant to the merger agreement as of the date of the opinion and did not address any other aspects or implications of the merger. Morgan Stanley was not requested to opine as to, and its opinion does not in any manner address, the underlying business decision of TECO Energy to proceed with or effect the merger or the likelihood of consummation of the merger, nor does it address the relative merits of the merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanleys opinion was not intended to, and does not, express an opinion or a recommendation as to how the shareholders of TECO Energy should vote at the special meeting or any adjournment thereof or as to any other action that a shareholder should take in relation to the merger.

In arriving at its opinion, Morgan Stanley, among other things:

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OPINION OF MORGAN STANLEY & CO. LLC

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by TECO Energy, and formed a substantial basis for Morgan Stanleys opinion. Morgan Stanley further relied upon assurances of the management of TECO Energy that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then-currently available estimates and judgments of the management of TECO Energy of the future financial performance of TECO Energy. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Emera will obtain financing in accordance with the terms set forth in the commitment letters and that the final merger agreement would not differ in any material respects from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley noted that it is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of TECO Energy and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to be paid to any of TECO Energys officers, directors or employees, or any class of such persons, relative to the per-share merger consideration to be received by the holders of shares of TECO Energy common stock in the transaction.

Morgan Stanley noted that it did not make any independent valuation or appraisal of the assets or liabilities of TECO Energy, nor was it furnished with any such valuations or appraisals. In arriving at its opinion, Morgan Stanley also noted that it did not conduct a physical inspection of the properties and facilities of TECO Energy. Morgan Stanleys opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after such date may affect Morgan Stanleys opinion and the assumptions used in preparing it, and Morgan Stanley does not assume any obligation to update, revise or reaffirm its opinion.

The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its written opinion to the Board, dated September 4, 2015. The following summary is not a complete description of Morgan Stanleys opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanleys opinion. Furthermore, mathematical analysis, such as determining the mean, median or average, is not in itself a meaningful method of using the data referred to below.

Summary of Morgan Stanley Financial Analyses

Morgan Stanley reviewed the historical trading ranges of our common stock for the last twelve months ended September 3, 2014. Morgan Stanley noted that, as of September 3, 2015, the closing price of our common stock was $21.06, and that, for the last twelve months ended September 3, 2015, the low and high intraday prices for TECO Energy common stock were $16.98 and $22.45 per share.

Equity Research Analysts Price Targets

Morgan Stanley reviewed the most recent equity research analysts per-share target prices for TECO Energy. These targets reflect each analysts estimate of the future public market trading price for TECO Energy common stock. Target prices for TECO Energy common stock ranged from $18.00 to $22.00 (prior to the press leak on July 16, 2015 about a potential transaction), which were discounted to present values using TECO Energys cost of equity to derive an approximate implied equity value per share range of $17.00 to $20.75, as compared to the per-share merger consideration of $27.55.

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SUMMARY OF MORGAN STANLEY FINANCIAL ANALYSES

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for TECO Energy common stock and these estimates are subject to uncertainties, including the future financial performance of TECO Energy and future financial market conditions.

Comparable Public Companies Analysis

Morgan Stanley reviewed and compared certain financial information, ratios and multiples relating to TECO Energy to corresponding financial information, ratios and multiples for publicly traded utility companies that shared characteristics with TECO Energy to derive an implied valuation range for TECO Energy.

The companies included in the comparable companies analysis were:

In performing this analysis, Morgan Stanley used the Initial Forecasts and the Updated Incremental CapEx Forecast summarized in this proxy statement to compare financial information and multiples of market value of the companies included in the comparable companies analysis to the following metrics of TECO Energy:

The following table reflects the multiple of price to estimated EPS for 2015, estimated EPS for 2016 and estimated EPS for 2017 for the companies included in the comparable companies analysis based on a compilation of earnings estimates by selected equity research analysts:

Based on the analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a representative range of financial multiples of the comparable companies. The following table reflects the results of this analysis:

Applying the representative ranges of multiples that were derived from the comparable public companies analysis and based on Morgan Stanleys judgment, Morgan Stanley calculated a range of implied equity values per share of TECO Energy common stock with respect to the following metrics:

The ranges of approximate implied per share equity values were based on the Initial Forecasts and the Updated Incremental CapEx Forecasts.

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SUMMARY OF MORGAN STANLEY FINANCIAL ANALYSES

Based on this analysis, Morgan Stanley derived a range of approximate implied equity value per share of TECO Energy common stock as follows:

No company utilized in the comparable public companies analysis is identical to TECO Energy. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of TECO Energy and other factors that could affect the public trading value of the companies to which they are being compared. In evaluating the comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond TECO Energys control, such as the impact of competition on TECO Energys businesses and the industry generally, industry growth and the absence of any adverse material change in TECO Energys financial condition and prospects for the industry or in the financial markets in general. Mathematical analysis, such as determining the mean, median or average, is not in itself a meaningful method of using comparable company data.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis of TECO Energy, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered cash flows and terminal value of TECO Energy. Morgan Stanley calculated a range of implied equity value per share for TECO Energy common stock based on estimates of future cash flows for calendar years 2016 through 2019 and the terminal year utilizing internal estimates of TECO Energys management reflecting alternative assumptions used in the Initial Forecasts and the Updated Incremental CapEx Forecasts as described under Certain Financial Forecasts Prepared by the Management of TECO Energy.

In performing a discounted cash flow analysis of TECO Energy, Morgan Stanley first calculated the estimated unlevered free cash flows of TECO Energy and then calculated a terminal value for TECO Energy by applying a 15.0x to 17.5x range of terminal value multiples to our terminal year 2019 estimated net income. The terminal value multiple range was derived from the stock price to 2015 EPS multiples for the companies in the comparable public companies analysis. Unlevered free cash flows were calculated by tax-effecting earnings, including the potential cash benefits of net operating loss and alternative minimum tax carryforwards projected by TECO Energys management to be utilized by TECO Energy on a standalone basis, before interest and taxes and adding back the aggregate of depreciation and amortization, deferred taxes, and other cash flow adjustments provided by management less the sum of capital expenditures and investment in working capital. The free cash flows and range of terminal values were then discounted to present values as of December 31, 2015 using discount rates ranging from 4.3% to 5.4%, which were chosen by Morgan Stanley based upon prevailing interest rates and Morgan Stanleys judgment of the estimated range of our weighted average cost of capital. This analysis indicated approximate implied equity value per share reference ranges for TECO Energy common stock of $18.50 to $22.75 (based on the Initial Forecasts) and $19.25 to $23.75 (based on the Updated Incremental CapEx Forecasts), as compared to the per-share merger consideration of $27.55 per share.

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SUMMARY OF MORGAN STANLEY FINANCIAL ANALYSES

Analysis of Selected Precedent Transactions and Premiums Paid

Morgan Stanley also performed an analysis of selected precedent transactions involving companies in the regulated power industry that are viewed as comparable to TECO Energy. The precedent transactions analysis attempts to provide an implied value for TECO Energy by comparing TECO Energy to other companies involved in business combinations. Using publicly available information, Morgan Stanley considered the following announced or completed transactions:

Morgan Stanley compared certain financial and market statistics of the selected precedent transactions. Based on an assessment of the utility acquisitions, Morgan Stanley applied a premium to the unaffected market price (considered to be July 15, 2015) of $18.58 ranging from 20% to 40%, as well as a multiple to TECO Energys estimate for 2016 earnings (using the Initial Forecasts) ranging from 18.5x 22.5x. Based on the analysis of utility acquisitions, Morgan Stanley calculated an approximate per-share price for TECO Energy common stock ranging from $22.25 to $26.00 (in the case of the premium to unaffected share price), and $21.00 to $25.50 (in the case of the multiple to TECO Energys estimate of its 2016 earnings), as compared to the per-share merger consideration of $27.55 per share.

No company or transaction utilized as a comparison in the analysis of selected precedent transactions is identical to TECO Energy or the merger in business mix, timing and size. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of TECO Energy and other factors that would affect the value of the companies to which TECO Energy is being compared. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, global business, economic, market and financial conditions and other matters, many of which are beyond TECO Energys control, such as the impact of competition on TECO Energy and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of TECO Energy or the industry or the financial markets in general. Mathematical analysis (such as determining the mean or median) is not, in itself, a meaningful method of using precedent transactions data.

Infra Fund Returns Valuation

Morgan Stanley performed an illustrative infrastructure fund returns valuation analysis utilizing terminal net income multiples ranging from 15.0x 17.5x based on the stock price to 2015 EPS multiples for the companies in the comparable public companies analysis, an assumed cost of equity ranging from 10.0% to 12.0% based on an illustrative required range of equity returns expected long-term by infrastructure investors in Morgan Stanleys professional opinion, and incremental leverage used as part of the acquisition consideration targeting a debt to EBITDA ratio of 5.0x consistent with a mid- to high-BB credit rating. The results of this analysis implied an approximate equity value per share for TECO Energy common stock of $18.75 to $22.00 (based on the Initial Forecasts) and $19.25 to $23.00 (based on the Updated Incremental CapEx Forecasts), as compared to the per-share merger consideration of $27.55 per share.

General

Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its

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GENERAL

analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanleys view of the actual value of TECO Energy. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters. Many of these assumptions are beyond TECO Energys control and variations to such financial assumptions and methodologies may impact the results of Morgan Stanleys analyses. Any estimates contained in Morgan Stanleys analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis and preparation of its opinion, dated September 4, 2015, to the Board as to the fairness from a financial point of view of the per-share merger consideration to be received by the holders of TECO Energy common stock (other than holders of certain excluded shares) pursuant to the merger agreement...


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