MIDCOAST ENERGY PARTNERS, L.P. (NYSE:MEP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets. |
On April 27, 2017, Midcoast Energy Partners, L.P. (the
Partnership), completed its previously-announced merger (the
Merger) with Enbridge Holdings (Leather) L.L.C. (Merger Sub), a
wholly owned subsidiary of Enbridge Energy Company, Inc. (EECI).
EECI is the general partner of Enbridge Energy Partners, L.P.
(EEP), which is the sole member of the Partnerships general
partner. The Merger was effected to an Agreement and Plan of
Merger, dated as of January26, 2017, by and among the
Partnership, Midcoast Holdings, L.L.C., the general partner of
the Partnership (the General Partner), Merger Sub and EECI (the
Merger Agreement).
The Merger became effective on April 27, 2017 (the Effective
Time), to the Certificate of Merger that was filed with the
Secretary of State of the State of Delaware on such date. At the
Effective Time, the Merger Sub merged with and into the
Partnership, with the Partnership surviving the merger and
continuing to exist as a Delaware limited partnership. In the
Merger, each Class A Common Unit representing limited partner
interests in the Partnership (each, a Class A Common Unit) issued
and outstanding immediately prior to the effective time of the
Merger, other than Class A Common Units held by EECI and its
affiliates, were converted into the right to receive $8.00 in
cash without interest (the Merger Consideration). At the
Effective Time, the Partnerships public unitholders immediately
prior to the Effective Time ceased to have any rights as
unitholders in the Partnership (other than their right to receive
the Merger Consideration).
The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, incorporated by reference to
Exhibit 2.1 to the Partnerships Current Report on Form 8-K filed
with the SEC on January 27, 2017.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing or Standard; Transfer of Listing. |
In connection with the completion of the Merger on April 27,
2017, the Partnership notified the New York Stock Exchange (NYSE)
of the effectiveness of the Merger, and requested that the NYSE
file with the Securities and Exchange Commission (the SEC) a
notification of removal from listing on Form25 to delist and
deregister the Class A Common Units under Section12(b)of the
Securities Exchange Act of 1934, as amended (the Exchange Act)
and suspend trading of the Class A Common Units on the NYSE prior
to the opening of trading on April 27, 2017. The Partnership also
intends to file with the SEC a Form15 suspending the Partnerships
reporting obligations under Section13 and 15(d)of the Exchange
Act.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the consummation of the Merger, Dan A.
Westbrook, John A. Crum, J. Herbert England, James G. Ivey, and
Edmund P. Segner III, the independent members of the Board of
Directors of the General Partner, resigned immediately following
the Effective Time.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
As of April 3, 2017, the record date for purposes of determining
the record holders of limited partner interests in the
Partnership that are entitled to consent in writing to approve
the Merger Agreement, EEP was the record holder of 23,945,112
common units representing limited partner interests in the
Partnership (Common Units), which represented approximately 52%
of the Partnerships outstanding Common Units. On April 27, 2017,
prior to the Effective Time, EEP executed a written consent
approving the Merger Agreement and the Merger. No further
approval of limited partners of the Partnership was required to
adopt the Merger Agreement or approve the Merger, and the Merger
became effective at the Effective Time, as described in Item 2.01
above.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 |
Agreement and Plan of Merger, dated January 26, 2017, by |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned there unto duly authorized.
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MIDCOAST ENERGY PARTNERS,L.P. (Registrant) |
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| By: | Midcoast Holdings, L.L.C. | |
| its General Partner | ||
| Date: April 28, 2017 | By: | /s/ STEPHEN J. NEYLAND |
|
Stephen J. Neyland, Vice President Finance (Duly Authorized Officer) |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1 |
Agreement and Plan of Merger, dated January 26, 2017, by |
About MIDCOAST ENERGY PARTNERS, L.P. (NYSE:MEP)
Midcoast Energy Partners, L.P. (MEP) is a limited partnership company that is engaged in the natural gas and natural gas liquids (NGL) midstream business. It operates through two segments: Gathering, Processing and Transportation, and Logistics and Marketing. It also provides marketing services of natural gas and NGLs to wholesale customers. The Company’s gathering, processing and transportation business includes natural gas and NGL gathering and transportation pipeline systems, natural gas processing and treating facilities, condensate stabilizers and an NGL fractionation facility. Its logistics and marketing business provides marketing services of natural gas, NGLs and condensate received from its gathering, processing and transportation business. The Company holds interest in Midcoast Operating, L.P., a Texas limited partnership that owns a network of natural gas and NGL gathering and transportation systems, natural gas processing and treating facilities. MIDCOAST ENERGY PARTNERS, L.P. (NYSE:MEP) Recent Trading Information
MIDCOAST ENERGY PARTNERS, L.P. (NYSE:MEP) closed its last trading session 00.00 at 7.95 with 145,398 shares trading hands.