ENBRIDGE ENERGY PARTNERS, L.P. (NYSE:EEP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

On April 27, 2017, Enbridge Energy Partners, L.P.
(EEP or the Partnership)
concluded its previously announced strategic review and entered
into several transactions (the Restructuring
Transactions) to strengthen the Partnerships financial
position and outlook.

Purchase and Sale Agreement

On April 27, 2017, EEP entered into a definitive Purchase and
Sale Agreement (PSA) with Enbridge Energy
Company, Inc. (EECI or the General
Partner) to which EECI will acquire all of EEPs
ownership interests in the Midcoast Energy Partners, L.P.
(MEP) gas gathering and processing business
(MEP Sale), subject to customary closing
conditions including expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. EECI will acquire EEPs 48.4% limited partner interest in
Midcoast Operating, L.P. (MOLP), EEPs 51.9%
limited partner interest in MEP, and EEPs 100% membership
interest in Midcoast Holdings, L.L.C. (MH), MEPs
general partner, for $2.15 billion, which includes cash
consideration of $1.31 billion and outstanding indebtedness at
MEP, which was $840 million as of March 31, 2017. The value of
the MEP Sale is economically equivalent to the per unit price
paid by EECI to the public unitholders of MEP to the Agreement
and Plan of Merger, dated as of January 26, 2017, by and among
EECI, Enbridge Holdings (Leather) L.L.C., MEP and the general
partner of MEP, which closed on April 27, 2017. From the date of
the PSA, without consent of EECI, EEP shall not permit the
declaration of distributions to the holders of equity interests
in MEP, other than in the ordinary course of business;
provided that MOLP may not declare any distributions to
EEP after the date of the PSA.

The foregoing description of the PSA and the transactions
contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the full text of the
PSA, a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.

Contribution and Redemption Agreement

On April 27, 2017, EEP entered into a Contribution and Redemption
Agreement (the Contribution and Redemption
Agreement) with EECI, to which EEP issued 64,308,682
Class A common units representing limited partner interests to
EECI in exchange for an aggregate purchase price of approximately
$1.2 billion. EEP then used the proceeds from the Class A common
unit issuance to redeemed in full the 48,000,000 outstanding
Series 1 Preferred Units held by EECI. As part of the
Contribution and Redemption Agreement, EEP also agreed to repay
to EECI the $357 million deferred distribution balance related to
the Series 1 Preferred Units, using a portion of the proceeds EEP
will receive upon the closing of the MEP Sale.

The foregoing description of the Contribution and Redemption
Agreement and the transactions contemplated thereby does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Contribution and Redemption
Agreement, a copy of which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.

Joint Funding Arrangement for Bakken Pipeline
System

On April 27, 2017, EEP finalized the previously announced joint
funding arrangement for the Bakken Pipeline System investment by
entering into the Contribution Agreement (the
Contribution Agreement), dated as of April 27,
2017, by and among EEP, EECI and Enbridge Holdings (DakTex)
L.L.C. (the Joint Funding LLC), and the Amended
and Restated Limited Liability Company Agreement (the
Joint Funding LLCA) of the Joint Funding LLC,
dated as of April 27, 2017, by and among EEP and EECI. to the
Contribution Agreement, (i) EECI contributed approximately $1.14
billion to the Joint Funding LLC in exchange for Class A units in
the Joint Funding LLC representing a 75% membership interest in
the Joint Funding LLC (with EEP retaining the remaining 25%
membership interest) and (ii) the Joint Funding LLC distributed
the approximate $1.14 billion contributed by EECI to EEP. to the
Joint Funding LLCA, beginning on the in-service date for the
Bakken Pipeline System, EEP will have a five-year option to
acquire an additional 20% interest in the Joint Funding LLC from
EECI at net book value, adjusted for capitalized interest
incurred prior to the option closing date with respect to capital
contributions made in respect of the option interest being
purchased. All available cash will be distributed to the members
of Joint Funding LLC no less frequently than quarterly.

With the finalization of the joint funding arrangement, EEP
repaid a $1.5 billion intercompany loan to Enbridge (U.S.) Inc.,
which was used initially by EEP to close the Bakken Pipeline
System investment acquisition in February 2017.

The foregoing description of the Contribution Agreement and the
Joint Funding LLCA does not purport to be complete and is
qualified in its entirety by reference to the full text of such
agreements, copies of which are attached hereto as Exhibits 10.3
and 10.4, respectively.

The description of the Class F units provided below under Item
5.03 is incorporated into this Item 1.01 by reference thereto.

Item3.02 Unregistered Sale of Equity Securities.

On April 27, 2017, EEP issued 1,000 units of a new class of
limited partner interests of EEP designated as Class F units to
the General Partner. The Class F units were issued by the
Partnership in a private transaction exempt from registration
under Section4(2) of the Securities Act of 1933, as amended, in
consideration for a wholly-owned subsidiary of EECI, as the
holder of the Partnerships Class D units and Incentive
Distribution Units (as defined in the Seventh Amended and
Restated Partnership Agreement) irrevocably waiving all of its
rights associated with such units. The effective date of the
issuance is April 27, 2017. The information in Items 1.01 and
5.03 set forth above and below, respectively, is incorporated
herein by reference thereto.

The foregoing is qualified in its entirety to the full text of
the Partnerships Eighth Amended and Restated Agreement of Limited
Partnership, dated April 27, 2017 (the Amended
Partnership Agreement), which is included as Exhibit 3.2
to this Current Report on Form 8-K and is incorporated herein by
reference thereto.

On April 27, 2017, to the Contribution and Redemption Agreement,
EEP issued 64,308,682 Class A common units to EECI at a purchase
price equal to $18.66 per unit in a private placement transaction
exempt from registration under Section4(2) of the Securities Act.
The effective date of the issuance is April 27, 2017. EEP
received gross proceeds of approximately $1.2 billion from the
issuance, which EEP used to redeem the Series 1 Preferred Units,
as described above. The information in Item 1.01 set forth above
is incorporated herein by reference.

Item3.03 Material Modification to Rights of Security
Holders.

The information in Items 3.02 set forth above and 5.03 set forth
below is incorporated herein by reference.

Item5.03. Amendment to Articles of Incorporation or
Bylaws.

On April 27, 2017, the General Partner entered into Amendment No.
2 to the Partnerships Seventh Amended and Restated Agreement of
Limited Partnership, dated January 2, 2015 (as amended, the
Seventh Amended and Restated Partnership
Agreement), which provides for the holder of Class D
units of EEP and a majority of the independent directors of the
Board of Directors of Enbridge Energy Management, L.L.C., as
delegate of EECI, the general partner of EEP, to consent to the
issuance of securities of the Partnership which may be deemed to
be a reclassification of the Class D units.

Subsequent to the foregoing amendment, on April 27, 2017, the
General Partner amended and restated EEPs Seventh Amended and
Restated Partnership Agreement and entered into the Eighth
Amended and Restated Agreement of Limited Partnership in
connection with a simplification of the Partnerships incentive
distribution mechanism to which a wholly owned subsidiary of
EECI, as the holder of the Partnerships Class D units and
Incentive Distribution Units, irrevocably waived all of its
rights, preferences, privileges and powers associated with such
units in exchange for Class F units of the Partnership. The
Amended Partnership Agreement, among other things, provides for
the issuance of and sets forth the rights, preferences and
obligations of the Class F units. The Class F units are entitled
to (i) 13% of distribution of available cash in excess of $0.295
up to $0.350 per unit and (ii) 23% of distributions of available
cash in excess of $0.350 per unit.

The foregoing is qualified in its entirety to the amendment to
the Seventh Amended and Restated Partnership Agreement and the
Amended Partnership Agreement, which are included as Exhibits 3.1
and 3.2, respectively, to this Current Report on Form 8-K and is
incorporated herein by reference thereto.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

About ENBRIDGE ENERGY PARTNERS, L.P. (NYSE:EEP)

Enbridge Energy Partners, L.P. is a limited partnership that owns and operates crude oil and liquid petroleum transportation and storage assets, and natural gas gathering, treating, processing, transportation and marketing assets in the United States. The Company’s activities include interstate pipeline transportation and storage of crude oil and liquid petroleum, and gathering, treating, processing and transportation of natural gas and natural gas liquids (NGLs), through pipelines and related facilities, and supply, transportation and sales services, including purchasing and selling natural gas and NGLs. The Company operates in two business segments: Liquids and Natural Gas. The Liquids segment includes the operations of its Lakehead, Mid-Continent and North Dakota systems. The Natural Gas segment includes natural gas and NGL gathering and transportation pipeline systems, natural gas processing and treating facilities, condensate stabilizers and an NGL fractionation facility.

ENBRIDGE ENERGY PARTNERS, L.P. (NYSE:EEP) Recent Trading Information

ENBRIDGE ENERGY PARTNERS, L.P. (NYSE:EEP) closed its last trading session down -0.02 at 18.77 with 2,935,291 shares trading hands.