<HTML><HEAD>
<TITLE>8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) of the </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): November&nbsp;13, 2013 </B></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>MIDCOAST ENERGY PARTNERS, L.P. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of Registrant as specified in its charter) </B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>
<TD WIDTH="34%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="32%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="32%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>1-36175</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>61-1714064</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(State or other jurisdiction</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Commission</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(IRS Employer</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>of incorporation)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>File Number)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>Identification Number)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>1100 Louisiana Street, Suite 3300 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Houston, Texas 77002 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive offices, including zip code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(713)&nbsp;821-2000 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s telephone number, including area code) </B></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;1.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Entry into a Material Definitive Agreement. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, Midcoast Energy
Partners, L.P. (the &#147;Partnership&#148;) completed its initial public offering (the &#147;Offering&#148;) of 18,500,000 Class&nbsp;A common units representing limited partner interests in the Partnership (the &#147;Class A Common Units&#148;) at
$18.00 per Common Unit pursuant to a Registration Statement on Form S-1, as amended (File No.&nbsp;333-189341) (the &#147;Registration Statement&#148;), initially filed by the Partnership with the Securities and Exchange Commission (the
&#147;Commission&#148;) pursuant to the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), on June&nbsp;14, 2013, including a prospectus (the &#147;Prospectus&#148;) filed with the Commission on November&nbsp;8, 2013 pursuant to
rule 424(b)(4). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Contribution, Conveyance and Assumption Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The description of the Contribution Agreement provided below under Item&nbsp;2.01 (and as defined therein) is incorporated in this
Item&nbsp;1.01 by reference. A copy of the Contribution Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Omnibus Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the &#147;Omnibus
Agreement&#148;), by and among Midcoast Holdings, L.L.C., the general partner of the Partnership (the &#147;General Partner&#148;), the Partnership, Enbridge Energy Partners, L.P. (&#147;EEP&#148;) and Enbridge Inc. (&#147;Enbridge&#148;), pursuant
to which EEP will indemnify the Partnership for certain matters, including environmental, right-of-way and permit matters, and EEP will grant the Partnership a license to use the Enbridge logo and certain other trademarks and tradenames. The Omnibus
Agreement may be terminated by the mutual agreement of the parties, or by either Enbridge or the Partnership in the event that EEP ceases to control the General Partner, provided that EEP&#146;s indemnification obligations will remain in full force
and effect until they expire in accordance with their respective terms. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the Omnibus Agreement, EEP will indemnify the Partnership
for all known and certain unknown environmental liabilities that are associated with the ownership or operation of the Partnership&#146;s assets arising prior to the closing of the Offering, in each case that are identified prior to the third
anniversary of the closing of the Offering. EEP&#146;s obligation to indemnify the Partnership for any environmental liabilities will be subject to a $500,000 aggregate deductible before the Partnership is entitled to indemnification. EEP will also
indemnify the Partnership for failure to have certain rights-of-way, consents, licenses and permits necessary to own and operate its assets in substantially the same manner in which they were owned and operated prior to the closing of the Offering,
including the cost of curing certain such failures that do not allow its assets to be operated in accordance with prudent industry practice, in each case that are identified prior to the third anniversary of the closing of the Offering. EEP&#146;s
obligation to indemnify the Partnership for any right-of-way, consent, license or permit matters will be subject to a $500,000 aggregate deductible before the Partnership is entitled to indemnification. There will be a $15 million aggregate cap on
the amounts for which EEP will indemnify the Partnership for environmental, right-of-way, consents, licenses and permit matters under the Omnibus Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Enbridge will grant the Partnership a non-transferable, nonexclusive, royalty free right and license to use the &#147;Enbridge&#148; name,
logo and other trademarks and tradenames owned by Enbridge. This license will terminate upon the termination of the Omnibus Agreement or earlier upon the written agreement of the Partnership and Enbridge. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Omnibus Agreement, which is
filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Credit Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection with the closing of the Offering, the Partnership, Midcoast Operating, L.P. (&#147;Midcoast
Operating&#148;) and their material domestic subsidiaries, entered into a Credit Agreement (the &#147;Credit Agreement&#148;), by and among the Partnership, as co-borrower and a guarantor, Midcoast Operating, as co-borrower and a guarantor, Bank of
America, N.A., as administrative agent, letter of credit issuer, swing line lender and lender, and each of the other lenders party thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Credit Agreement is a committed senior revolving credit facility (with related letter of credit and swing line facilities) that permits
aggregate borrowings of up to, at any one time outstanding, $850.0 million, including up to (i) initially $90.0 million under the letter of credit facility and (ii)&nbsp;$75.0 million under the swing line facility. Subject to customary conditions,
the Partnership may request that the lenders&#146; aggregate commitments be increased to an amount not to exceed $1.0 billion. The facility matures in three years, subject to four one-year requests for extension. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Loans under the Credit Agreement accrue interest at a per annum rate by reference, at the borrowers&#146; election, to the Eurocurrency rate
or base rate, in each case, plus an applicable margin. The applicable margin on Eurocurrency rate loans ranges from 1.75% to 2.75%, and the applicable margin on base rate loans ranges from 0.75% to 1.75%, in each case determined based upon the
Partnership&#146;s total leverage ratio (as defined below) at the applicable time. A letter of credit fee is payable by the Partnership equal to the applicable margin for Eurocurrency rate loans times the daily amount available to be drawn under
outstanding letters of credit. A commitment fee is payable by the borrowers equal to an applicable margin times the daily unused amount of the lenders&#146; commitment, which applicable margin ranges from 0.30% to 0.50% based upon the
Partnership&#146;s total leverage ratio at the applicable time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each of the Partnership&#146;s domestic material subsidiaries has
unconditionally guaranteed all existing and future indebtedness and liabilities of the borrowers arising under the Credit Agreement and other loan documents, and each co-borrower has guaranteed all such indebtedness and liabilities of the other
co-borrower. Until such time as the Partnership obtains an investment grade rating from either Moody&#146;s or S&amp;P and upon certain trigger events, the borrowers and the guarantors will grant liens in their assets (subject to certain excluded
assets, such as motor vehicles, stock of certain foreign subsidiaries, and other assets not to exceed 10% of the consolidated tangible assets of the borrowers and guarantors) to secure the obligations under the loan documents. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Additionally, the Credit Agreement contains various covenants and restrictive provisions which limit the ability of the Partnership, Midcoast
Operating and their subsidiaries to incur certain liens or permit them to exist, merge or consolidate with another company, dispose of assets, make distributions on or redeem or repurchase their equity interests, incur or guarantee additional debt,
repay subordinated debt prior to maturity, make certain investments and acquisitions, alter their lines of business, enter into certain types of transactions with affiliates and enter into agreements that restrict their ability to perform certain
obligations under the Credit Agreement or to make payments to a borrower or any of their material subsidiaries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Credit Agreement also
requires compliance with two financial covenants. The Partnership must not permit the ratio of consolidated funded debt to pro forma EBITDA (the total leverage ratio) of the Partnership and its consolidated subsidiaries (including Midcoast
Operating), as of the end of any applicable four-quarter period, to exceed 5.00 to 1.00, or 5.50 to 1.00 during acquisition periods. The Partnership also must maintain (on a consolidated basis), as of the end of each applicable four-quarter period,
a ratio of pro forma EBITDA to consolidated interest expense for such four-quarter period then ended of at least 2.50 to 1.00. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">These
covenants are subject to exceptions and qualifications set forth in the Credit Agreement. At such time as the Partnership obtains an </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
investment grade rating from either Moody&#146;s or S&amp;P, certain covenants under the Credit Agreement will no longer be applicable to either the borrowers or the guarantors, or in some
instances, any of them (including, but not limited to, the obligation to provide security in certain circumstances, certain restrictions on liens, investments and debt, and restrictions on dispositions). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Credit Agreement also contains customary representations, warranties, indemnities and remedies provisions. In addition, the Credit
Agreement contains events of default customary for transactions of this nature, including (i)&nbsp;the failure of either borrower to make payments required under the Credit Agreement, (ii)&nbsp;the failure to comply with covenants and financial
ratios in the Credit Agreement, (iii)&nbsp;the occurrence of a change of control, (iv)&nbsp;the institution of insolvency or similar proceedings against either borrower, a guarantor or any other material subsidiary and (v)&nbsp;the occurrence of a
payment default, or the acceleration of payment based on a non-payment default, under any other material indebtedness of either borrower or any of their subsidiaries. During the existence of an event of default, subject to the terms and conditions
of the Credit Agreement, the lenders may terminate all outstanding commitments under the Credit Agreement and may declare any outstanding principal, together with accrued and unpaid interest, to be immediately due and payable and may require that
all outstanding letters of credit be collateralized by cash. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the Credit Agreement, a change of control will be triggered if EEP or
Enbridge ceases to control, directly or indirectly, the General Partner or if Midcoast OLP GP, L.L.C., the general partner of Midcoast Operating (the &#147;OLP GP&#148;), ceases to be wholly owned, directly or indirectly, by the Partnership. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is
filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Intercorporate Services Agreement
</I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection with the closing of the Offering, the Partnership entered into an Intercorporate Service
Agreement (the &#147;Intercorporate Services Agreement&#148;), by and between the Partnership and EEP, pursuant to which EEP will provide the Partnership with the following services: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">executive, management, business development, administrative, legal, human resources, records and information management, public affairs, investor relations, government relations and computer support services;
</TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">accounting and tax planning and compliance services, including preparation of financial statements and income tax returns, unitholder tax reporting and audit and treasury services; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">strategic insurance advice, planning and claims management and related support services, and arrangement of insurance coverage as required; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">facilitation of capital markets access and financing services, cash management and related banking services, financial structuring and advisory services, as well as credit support for the Partnership&#146;s subsidiaries
and affiliates on an as-needed basis for projects, transactions or other purposes; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">operational and technical services, including integrity, safety, environmental, project management, engineering, fundamentals analysis and regulatory, and pipeline control and field operations; and </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">such other services as the Partnership may request. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the Intercorporate Services
Agreement, the Partnership will reimburse EEP and its affiliates for the costs and expenses incurred in providing such services to the Partnership. EEP will prepare and deliver to the Partnership written notice of its allocated share of EEP&#146;s
consolidated costs for providing such services. The Partnership may request that EEP provide additional services for which it will pay costs and expenses incurred by EEP in connection with providing such special additional services. The allocation
methodology under which the Partnership will reimburse EEP and its affiliates for the provision of general administrative and operational services to Midcoast Operating will not differ from what Midcoast Operating was allocated historically under
its prior </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
services agreements with Enbridge and certain of its affiliates that were in effect prior to the Intercorporate Services Agreement. However, EEP has agreed to reduce the amounts payable for
general and administrative expenses that otherwise would have been allocable to Midcoast Operating by $25.0 million annually. Based on the Partnership&#146;s 39% interest in Midcoast Operating, the reduction in amounts payable for general and
administrative services attributable to the Partnership will be approximately $9.8 million annually. This annual reduction of $25.0 million in amounts payable for general and administrative services will continue for the term of the agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Either party may request to modify, add to or discontinue the services provided under the Intercorporate Services Agreement at any time during
the term of the agreement. All intellectual property that is conceived of or developed by EEP in the course of providing services to the Partnership pursuant to the agreement will be owned by EEP. The agreement may be terminated upon 30 days&#146;
written notice by EEP, Midcoast Operating or the Partnership if EEP or one of its affiliates ceases to control the General Partner or by mutual agreement of the parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Intercorporate Services
Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Financial
Support Agreement </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection with the closing of the Offering, Midcoast Operating entered into a
Financial Support Agreement (the &#147;Financial Support Agreement&#148;), between Midcoast Operating and EEP, pursuant to which EEP will provide letters of credit and guarantees, not to exceed $700.0 million in the aggregate at any time
outstanding, in support of Midcoast Operating&#146;s and its wholly owned subsidiaries&#146; financial obligations under derivative agreements and natural gas and NGL purchase agreements to which Midcoast Operating, or one or more of its wholly
owned subsidiaries, is a party. Under the Financial Support Agreement, EEP&#146;s support of Midcoast Operating&#146;s and its wholly owned subsidiaries&#146; obligations will terminate on the earlier to occur of (1)&nbsp;the fourth anniversary of
the closing of the Offering and (2)&nbsp;the date on which EEP owns, directly or indirectly (other than through its ownership interests in the Partnership), less than 20% of the total outstanding limited partner interest in Midcoast Operating. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The annual costs that Midcoast Operating initially estimates that it will incur under the Financial Support Agreement range from approximately
$4.0 million to $5.0 million and are based on the cumulative average amount of letters of credit and guarantees that EEP will provide on Midcoast Operating&#146;s and its wholly owned subsidiaries&#146; behalf multiplied by a 2.5% annual fee. The
cumulative average amount of letters of credit and guarantees will be calculated (1)&nbsp;with respect to letters of credit, by reference to the aggregate face value, in U.S. dollars, of letters of credit outstanding at the close of business on any
business day, after taking into account any changes in such amount since the close of business on the immediately preceding business day, and (2)&nbsp;with respect to guarantees, by reference to the net realizable financial obligation of Midcoast
Operating and its wholly owned subsidiaries under the applicable contracts, in each case after taking into account market fluctuations in commodity prices, any related EEP letters of credit and any increases or decreases underlying each guarantee.
The &#147;net realizable financial obligation&#148; is (1)&nbsp;in the case of outstanding commodity derivative contracts, the amount required to terminate or discharge each such contract based upon current market prices of the relevant commodity
and (2)&nbsp;in the case of natural gas and NGL purchase agreements, the outstanding amount owed for product received that would be recorded as a liability under U.S. GAAP, in each case, net of any amounts owed to Midcoast Operating under any
agreements with counterparties that have received guarantees from EEP. Based on the Partnership&#146;s 39% controlling interest in Midcoast Operating, the Partnership initially estimates that its proportionate share of these annual costs will range
from $1.6 million to $2.0 million. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Financial Support Agreement also provides that if the Credit Agreement is secured, the Financial
Support Agreement also will be secured to the same extent on a second-lien basis. EEP has agreed to subordinate its right to payment on obligations owed under the Financial Support Agreement and liens, if secured, to the rights of the lenders under
the Credit Agreement, subject to the terms and conditions of a subordination agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is not complete and is
qualified in its entirety by reference to the full text of the Financial Support Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Amended and Restated Allocation Agreement </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection with the closing of the Offering, the Partnership entered into an Amended and Restated Allocation
Agreement (the &#147;Insurance Allocation Agreement&#148;), by and among the Partnership, Enbridge, EEP and Enbridge Income Fund Holdings Inc., in order to participate in the comprehensive insurance program that is maintained by Enbridge for it and
its subsidiaries. Under the Insurance Allocation Agreement, in the unlikely event that multiple insurable incidents occur that exceed coverage limits within the same insurance period, the total insurance coverage available to Enbridge and its
subsidiaries under the insurance program will be allocated among the participating Enbridge entities on an equitable basis. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing
description is not complete and is qualified in its entirety by reference to the full text of the Insurance Allocation Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Working Capital Credit Facility </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection with the closing of the Offering, Midcoast Operating entered into a $250.0 million Working Capital
Loan Agreement (the &#147;Working Capital Credit Facility&#148;), by and between Midcoast Operating, as borrower, and EEP, as lender. The facility is available exclusively to fund working capital borrowings. Borrowings under the facility are
scheduled to mature on November&nbsp;13, 2017 and accrue interest at a per annum rate of LIBOR plus 2.5%. EEP&#146;s commitment to lend pursuant to the Working Capital Credit Facility will end on the earlier of the facility&#146;s maturity (by
acceleration or otherwise) and the date on which EEP owns less than 20% of the outstanding limited partner interests in Midcoast Operating. If EEP&#146;s commitment to lend has terminated before the facility has matured (by acceleration or
otherwise), then the aggregate amount of all outstanding borrowings under the facility will automatically convert to a term loan that will bear interest at LIBOR (calculated as of the conversion date) plus 2.5%. Midcoast Operating has agreed to pay
a commitment fee on the unused commitment at a per annum rate of 0.4250%, payable each fiscal quarter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Working Capital Credit
Facility contains customary events of default, including (i)&nbsp;the failure of Midcoast Operating to make payments required under the Working Capital Credit Facility or comply with the conditions of such Working Capital Credit Facility,
(ii)&nbsp;the failure of any of the representations or warranties of Midcoast Operating to be true in all material respects when made, (iii)&nbsp;the occurrence of a change of control, (iv)&nbsp;the institution of insolvency or similar proceedings
against Midcoast Operating or the Partnership and (v)&nbsp;the occurrence of a default under any other material indebtedness of Midcoast Operating or the Partnership. During the existence of an event of default, subject to the terms and conditions
of the Working Capital Credit Facility, EEP may terminate its commitment and may declare any outstanding principal, together with accrued and unpaid interest, to be immediately due and payable. The Working Capital Credit Facility also contains
certain customary representations, warranties, indemnities and remedies provisions and also provides that if the Credit Agreement is secured, the Working Capital Credit Facility also will be secured to the same extent on a second-lien basis. EEP has
agreed to subordinate its right to payment on obligations owed under the Working Capital Credit Facility and liens, if secured, to the rights of the lenders under the Credit Agreement, subject to the terms and conditions of a subordination
agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Working
Capital Credit Facility, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Amended and Restated Agreement of Limited Partnership of Midcoast Operating, L.P. </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection with the closing of the Offering, the OLP GP, the Partnership and EEP entered into the Amended and
Restated Agreement of Limited Partnership of Midcoast Operating (as amended and restated, the &#147;Midcoast Operating LP Agreement&#148;). Based on the Partnership&#146;s sole ownership of the OLP GP, it will have the sole responsibility for
managing the operations of Midcoast Operating. However, the Partnership expects that certain actions of Midcoast Operating will require the unanimous approval of both it and EEP. These actions include the following: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">any reorganization, merger, consolidation or similar transaction; </TD></TR></TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">any new class of partnership interests or the issuance of any additional partnership interests; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">any admission or withdrawal of any person as partner other than in accordance with the Midcoast Operating LP Agreement; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">any modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the partners; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">any sale or lease of all or substantially all of Midcoast Operating&#146;s assets; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">causing or permitting Midcoast Operating to file an application for bankruptcy; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">approving any distribution and determination of value by Midcoast Operating of any assets in kind or the approval of any distribution of any cash or property on a non-pro rata basis. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the Midcoast Operating LP Agreement, the Partnership and EEP will each have the option to contribute its proportionate share of
additional capital to Midcoast Operating if any additional capital contributions are necessary to fund capital expenditures or other growth projects. To the extent that the Partnership or EEP elect not to make any such capital contributions, the
contributing party will be permitted to make additional capital contributions in exchange for additional interests in Midcoast Operating. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Midcoast Operating LP Agreement will provide that Midcoast Operating will distribute all distributable cash of Midcoast Operating to the
Partnership and EEP on a pro rata basis within 45 days of the end of each quarter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is not complete and is
qualified in its entirety by reference to the full text of the Midcoast Operating LP Agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Relationships </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each of the Partnership, the General Partner, the OLP GP and Midcoast Operating is a direct or indirect subsidiary of EEP. Furthermore, EEP is
an indirect subsidiary of Enbridge Inc. As a result, certain individuals, including officers and directors of EEP and the General Partner, serve as officers and/or directors of more than one of such other entities. As described in Item&nbsp;2.01
below, the General Partner, as the general partner of the Partnership, holds 922,859 general partner units of the Partnership, which represents a 2% general partner interest in the Partnership, and EEP holds 4,110,056 Class&nbsp;A Common Units and
22,610,056 subordinated units of the Partnership (&#147;Subordinated Units&#148;), which represent an approximate 58% limited partner interest in the Partnership. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;2.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Completion of Acquisition or Disposition of Assets. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>Contribution, Conveyance and
Assumption Agreement </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection with the closing of the Offering, the following transactions, among
others, occurred pursuant to a contribution, conveyance and assumption agreement (the &#147;Contribution Agreement&#148;) by and among EEP, the Partnership, the General Partner, Midcoast Operating and the OLP GP: </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">EEP conveyed 2.0% of its membership interest in Midcoast Operating to the General Partner as a capital contribution with a value equal to 2.0% of the equity value of the Partnership (the &#147;GP Contribution
Interest&#148;); </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the General Partner conveyed the GP Contribution Interest to the Partnership in exchange for (i)&nbsp;992,859 general partner units in the Partnership representing a continuation of its 2.0% general partner interest in
the Partnership and (ii)&nbsp;the Incentive Distribution Rights (as defined in the Partnership Agreement as defined below under Item&nbsp;5.03) in the Partnership; </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">EEP conveyed its remaining interest in Midcoast Operating to the Partnership in exchange for (i)&nbsp;4,110,056 Class&nbsp;A Common Units representing a 9.0% limited partner interest in the Partnership,
(ii)&nbsp;22,610,056 Subordinated Units representing a 49.0% limited partner interest in the Partnership and (iii)&nbsp;the right to receive $304.5 million in cash as reimbursement for certain capital expenditures made with respect to the
contributed assets; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the public, through the underwriters, contributed $333,000,000 in cash (or $311,771,250, net of the underwriters&#146; discount of $19,980,000 and a structuring fee of $1,248,750 payable to Merrill Lynch, Pierce,
Fenner&nbsp;&amp; Smith Incorporated) to the Partnership in exchange for the issuance of 18,500,000 Class&nbsp;A Common Units; and </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">the Partnership redeemed the initial limited partner interests of EEP and refunded EEP&#146;s initial contribution of $980, as well as any interest or other profit that may have resulted from the investment or other use
of such initial capital contribution to EEP, in proportion to such initial contribution. </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the Contribution Agreement, upon any exercise of the Over-Allotment Option (as defined in the Contribution Agreement), the
Partnership will use the net proceeds from that exercise to redeem from EEP the number of Class&nbsp;A Common Units issued upon such exercise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As noted in Item&nbsp;1.01 above, the Partnership has certain relationships with certain parties to the Contribution Agreement. The foregoing
description is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;2.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. </B></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The descriptions of the Credit Agreement and the Working Capital Credit Facility provided above under Item 1.01 are incorporated in this Item
2.03 by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;3.02</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Unregistered Sales of Equity Securities. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The description in Item&nbsp;2.01 above of the
issuances of equity securities by the Partnership on November&nbsp;13, 2013, in connection with the consummation of the transactions contemplated by the Contribution Agreement, is incorporated in this Item&nbsp;3.02 by reference. Certain of the
foregoing transactions were undertaken in reliance upon the exemption from the registration requirements of the Securities Act by Section&nbsp;4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for
these transactions. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B><I>First
Amended and Restated Agreement of Limited Partnership of Midcoast Energy Partners, L.P. </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On November&nbsp;13, 2013, in connection
with the closing of the Offering, the Partnership amended and restated its agreement of limited partnership and entered into its First Amended and Restated Agreement of Limited Partnership (as amended and restated, the &#147;Partnership
Agreement&#148;). A description of the Partnership Agreement is contained in the Prospectus in the sections entitled &#147;Provisions of Our Partnership Agreement Relating to Cash Distributions&#148; and &#147;Our Partnership Agreement,&#148; all of
which are incorporated herein by reference. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d)&nbsp;Exhibits. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="10%"></TD>
<TD WIDTH="87%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:51.70pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Exhibit&nbsp;Number</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:83.15pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Description of the Exhibit</P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">&nbsp;&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">First Amended and Restated Agreement of Limited Partnership of Midcoast Energy Partners, L.P., dated as of November 13, 2013</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Contribution, Conveyance and Assumption Agreement, dated as of November 13, 2013, by and among Enbridge Energy Partners, L.P., Midcoast Energy Partners, L.P., Midcoast Holdings, L.L.C., Midcoast Operating, L.P. and Midcoast OLP GP,
L.L.C.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Omnibus Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., Midcoast Holdings, L.L.C., Enbridge Energy Partners, L.P. and Enbridge Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Credit Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., as Co-Borrower, Midcoast Operating L.P., as Co-Borrower, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, Swing
Line Lender and lender, and each of the other lenders party thereto</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.4</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Intercorporate Services Agreement, dated as of November 13, 2013, by and between Midcoast Energy Partners, L.P. and Enbridge Energy Partners, L.P.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Financial Support Agreement, dated as of November 13, 2013, by and between Midcoast Operating, L.P. and Enbridge Energy Partners, L.P.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.6</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Allocation Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., Enbridge Inc., Enbridge Energy Partners, L.P. and Enbridge Income Fund Holdings Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.7</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Working Capital Loan Agreement, dated as of November 13, 2013, by and between Midcoast Operating, L.P. and Enbridge Energy Partners, L.P.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.8</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Agreement of Limited Partnership of Midcoast Operating, L.P., dated as of November 13, 2013</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant 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 hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="46%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="2%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="45%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"><B>Midcoast Energy Partners, L.P.</B></TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Midcoast Holdings, L.L.C., its General</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Partner</TD></TR>
<TR>
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: November 18, 2013</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Chris Kaitson</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Chris Kaitson</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="bottom">Vice President&#151;Law and Assistant Secretary</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="10%"></TD>
<TD WIDTH="87%"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:51.70pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Exhibit&nbsp;Number</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="border-bottom:1.00pt solid #000000; width:83.15pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">Description of the Exhibit</P></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">&nbsp;&nbsp;3.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">First Amended and Restated Agreement of Limited Partnership of Midcoast Energy Partners, L.P., dated as of November 13, 2013</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Contribution, Conveyance and Assumption Agreement, dated as of November 13, 2013, by and among Enbridge Energy Partners, L.P., Midcoast Energy Partners, L.P., Midcoast Holdings, L.L.C., Midcoast Operating, L.P. and Midcoast OLP GP,
L.L.C.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Omnibus Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., Midcoast Holdings, L.L.C., Enbridge Energy Partners, L.P. and Enbridge Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Credit Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., as Co-Borrower, Midcoast Operating L.P., as Co-Borrower, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, Swing
Line Lender and lender, and each of the other lenders party thereto</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.4</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Intercorporate Services Agreement, dated as of November 13, 2013, by and between Midcoast Energy Partners, L.P. and Enbridge Energy Partners, L.P.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.5</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Financial Support Agreement, dated as of November 13, 2013, by and between Midcoast Operating, L.P. and Enbridge Energy Partners, L.P.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.6</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Allocation Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., Enbridge Inc., Enbridge Energy Partners, L.P. and Enbridge Income Fund Holdings Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.7</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Working Capital Loan Agreement, dated as of November 13, 2013, by and between Midcoast Operating, L.P. and Enbridge Energy Partners, L.P.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP ALIGN="center">10.8</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Amended and Restated Agreement of Limited Partnership of Midcoast Operating, L.P., dated as of November 13, 2013</TD></TR>
</TABLE>
</BODY></HTML>
[{"type": "8-K", "sequence": "1", "filename": "d628712d8k.htm", "description": "8-K", "secsgml_size_bytes": 66115}]
{"company-data": {"conformed-name": "Midcoast Energy Partners, L.P.", "cik": "0001578685", "assigned-sic": "4923", "irs-number": "611714064", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-36175", "film-number": "131225766"}, "business-address": {"street1": "1100 LOUISIANA STREET", "street2": "SUITE 3300", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "713-353-5653"}, "mail-address": {"street1": "1100 LOUISIANA STREET", "street2": "SUITE 3300", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2013
MIDCOAST ENERGY PARTNERS, L.P.
(Exact name of Registrant as specified in its charter)
Delaware
1-36175
61-1714064
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification Number)
1100 Louisiana Street, Suite 3300
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713) 821-2000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement.
On November 13, 2013, Midcoast Energy
Partners, L.P. (the "Partnership") completed its initial public offering (the "Offering") of 18,500,000 Class A common units representing limited partner interests in the Partnership (the "Class A Common Units") at
$18.00 per Common Unit pursuant to a Registration Statement on Form S-1, as amended (File No. 333-189341) (the "Registration Statement"), initially filed by the Partnership with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), on June 14, 2013, including a prospectus (the "Prospectus") filed with the Commission on November 8, 2013 pursuant to
rule 424(b)(4).
Contribution, Conveyance and Assumption Agreement
The description of the Contribution Agreement provided below under Item 2.01 (and as defined therein) is incorporated in this
Item 1.01 by reference. A copy of the Contribution Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Omnibus Agreement
On November 13, 2013, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the "Omnibus
Agreement"), by and among Midcoast Holdings, L.L.C., the general partner of the Partnership (the "General Partner"), the Partnership, Enbridge Energy Partners, L.P. ("EEP") and Enbridge Inc. ("Enbridge"), pursuant
to which EEP will indemnify the Partnership for certain matters, including environmental, right-of-way and permit matters, and EEP will grant the Partnership a license to use the Enbridge logo and certain other trademarks and tradenames. The Omnibus
Agreement may be terminated by the mutual agreement of the parties, or by either Enbridge or the Partnership in the event that EEP ceases to control the General Partner, provided that EEP's indemnification obligations will remain in full force
and effect until they expire in accordance with their respective terms.
Under the Omnibus Agreement, EEP will indemnify the Partnership
for all known and certain unknown environmental liabilities that are associated with the ownership or operation of the Partnership's assets arising prior to the closing of the Offering, in each case that are identified prior to the third
anniversary of the closing of the Offering. EEP's obligation to indemnify the Partnership for any environmental liabilities will be subject to a $500,000 aggregate deductible before the Partnership is entitled to indemnification. EEP will also
indemnify the Partnership for failure to have certain rights-of-way, consents, licenses and permits necessary to own and operate its assets in substantially the same manner in which they were owned and operated prior to the closing of the Offering,
including the cost of curing certain such failures that do not allow its assets to be operated in accordance with prudent industry practice, in each case that are identified prior to the third anniversary of the closing of the Offering. EEP's
obligation to indemnify the Partnership for any right-of-way, consent, license or permit matters will be subject to a $500,000 aggregate deductible before the Partnership is entitled to indemnification. There will be a $15 million aggregate cap on
the amounts for which EEP will indemnify the Partnership for environmental, right-of-way, consents, licenses and permit matters under the Omnibus Agreement.
Enbridge will grant the Partnership a non-transferable, nonexclusive, royalty free right and license to use the "Enbridge" name,
logo and other trademarks and tradenames owned by Enbridge. This license will terminate upon the termination of the Omnibus Agreement or earlier upon the written agreement of the Partnership and Enbridge.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Omnibus Agreement, which is
filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Credit Agreement
On November 13, 2013, in connection with the closing of the Offering, the Partnership, Midcoast Operating, L.P. ("Midcoast
Operating") and their material domestic subsidiaries, entered into a Credit Agreement (the "Credit Agreement"), by and among the Partnership, as co-borrower and a guarantor, Midcoast Operating, as co-borrower and a guarantor, Bank of
America, N.A., as administrative agent, letter of credit issuer, swing line lender and lender, and each of the other lenders party thereto.
The Credit Agreement is a committed senior revolving credit facility (with related letter of credit and swing line facilities) that permits
aggregate borrowings of up to, at any one time outstanding, $850.0 million, including up to (i) initially $90.0 million under the letter of credit facility and (ii) $75.0 million under the swing line facility. Subject to customary conditions,
the Partnership may request that the lenders' aggregate commitments be increased to an amount not to exceed $1.0 billion. The facility matures in three years, subject to four one-year requests for extension.
Loans under the Credit Agreement accrue interest at a per annum rate by reference, at the borrowers' election, to the Eurocurrency rate
or base rate, in each case, plus an applicable margin. The applicable margin on Eurocurrency rate loans ranges from 1.75% to 2.75%, and the applicable margin on base rate loans ranges from 0.75% to 1.75%, in each case determined based upon the
Partnership's total leverage ratio (as defined below) at the applicable time. A letter of credit fee is payable by the Partnership equal to the applicable margin for Eurocurrency rate loans times the daily amount available to be drawn under
outstanding letters of credit. A commitment fee is payable by the borrowers equal to an applicable margin times the daily unused amount of the lenders' commitment, which applicable margin ranges from 0.30% to 0.50% based upon the
Partnership's total leverage ratio at the applicable time.
Each of the Partnership's domestic material subsidiaries has
unconditionally guaranteed all existing and future indebtedness and liabilities of the borrowers arising under the Credit Agreement and other loan documents, and each co-borrower has guaranteed all such indebtedness and liabilities of the other
co-borrower. Until such time as the Partnership obtains an investment grade rating from either Moody's or S&P and upon certain trigger events, the borrowers and the guarantors will grant liens in their assets (subject to certain excluded
assets, such as motor vehicles, stock of certain foreign subsidiaries, and other assets not to exceed 10% of the consolidated tangible assets of the borrowers and guarantors) to secure the obligations under the loan documents.
Additionally, the Credit Agreement contains various covenants and restrictive provisions which limit the ability of the Partnership, Midcoast
Operating and their subsidiaries to incur certain liens or permit them to exist, merge or consolidate with another company, dispose of assets, make distributions on or redeem or repurchase their equity interests, incur or guarantee additional debt,
repay subordinated debt prior to maturity, make certain investments and acquisitions, alter their lines of business, enter into certain types of transactions with affiliates and enter into agreements that restrict their ability to perform certain
obligations under the Credit Agreement or to make payments to a borrower or any of their material subsidiaries.
The Credit Agreement also
requires compliance with two financial covenants. The Partnership must not permit the ratio of consolidated funded debt to pro forma EBITDA (the total leverage ratio) of the Partnership and its consolidated subsidiaries (including Midcoast
Operating), as of the end of any applicable four-quarter period, to exceed 5.00 to 1.00, or 5.50 to 1.00 during acquisition periods. The Partnership also must maintain (on a consolidated basis), as of the end of each applicable four-quarter period,
a ratio of pro forma EBITDA to consolidated interest expense for such four-quarter period then ended of at least 2.50 to 1.00.
These
covenants are subject to exceptions and qualifications set forth in the Credit Agreement. At such time as the Partnership obtains an
investment grade rating from either Moody's or S&P, certain covenants under the Credit Agreement will no longer be applicable to either the borrowers or the guarantors, or in some
instances, any of them (including, but not limited to, the obligation to provide security in certain circumstances, certain restrictions on liens, investments and debt, and restrictions on dispositions).
The Credit Agreement also contains customary representations, warranties, indemnities and remedies provisions. In addition, the Credit
Agreement contains events of default customary for transactions of this nature, including (i) the failure of either borrower to make payments required under the Credit Agreement, (ii) the failure to comply with covenants and financial
ratios in the Credit Agreement, (iii) the occurrence of a change of control, (iv) the institution of insolvency or similar proceedings against either borrower, a guarantor or any other material subsidiary and (v) the occurrence of a
payment default, or the acceleration of payment based on a non-payment default, under any other material indebtedness of either borrower or any of their subsidiaries. During the existence of an event of default, subject to the terms and conditions
of the Credit Agreement, the lenders may terminate all outstanding commitments under the Credit Agreement and may declare any outstanding principal, together with accrued and unpaid interest, to be immediately due and payable and may require that
all outstanding letters of credit be collateralized by cash.
Under the Credit Agreement, a change of control will be triggered if EEP or
Enbridge ceases to control, directly or indirectly, the General Partner or if Midcoast OLP GP, L.L.C., the general partner of Midcoast Operating (the "OLP GP"), ceases to be wholly owned, directly or indirectly, by the Partnership.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is
filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Intercorporate Services Agreement
On November 13, 2013, in connection with the closing of the Offering, the Partnership entered into an Intercorporate Service
Agreement (the "Intercorporate Services Agreement"), by and between the Partnership and EEP, pursuant to which EEP will provide the Partnership with the following services:
•
executive, management, business development, administrative, legal, human resources, records and information management, public affairs, investor relations, government relations and computer support services;
•
accounting and tax planning and compliance services, including preparation of financial statements and income tax returns, unitholder tax reporting and audit and treasury services;
•
strategic insurance advice, planning and claims management and related support services, and arrangement of insurance coverage as required;
•
facilitation of capital markets access and financing services, cash management and related banking services, financial structuring and advisory services, as well as credit support for the Partnership's subsidiaries
and affiliates on an as-needed basis for projects, transactions or other purposes;
•
operational and technical services, including integrity, safety, environmental, project management, engineering, fundamentals analysis and regulatory, and pipeline control and field operations; and
•
such other services as the Partnership may request.
Under the Intercorporate Services
Agreement, the Partnership will reimburse EEP and its affiliates for the costs and expenses incurred in providing such services to the Partnership. EEP will prepare and deliver to the Partnership written notice of its allocated share of EEP's
consolidated costs for providing such services. The Partnership may request that EEP provide additional services for which it will pay costs and expenses incurred by EEP in connection with providing such special additional services. The allocation
methodology under which the Partnership will reimburse EEP and its affiliates for the provision of general administrative and operational services to Midcoast Operating will not differ from what Midcoast Operating was allocated historically under
its prior
services agreements with Enbridge and certain of its affiliates that were in effect prior to the Intercorporate Services Agreement. However, EEP has agreed to reduce the amounts payable for
general and administrative expenses that otherwise would have been allocable to Midcoast Operating by $25.0 million annually. Based on the Partnership's 39% interest in Midcoast Operating, the reduction in amounts payable for general and
administrative services attributable to the Partnership will be approximately $9.8 million annually. This annual reduction of $25.0 million in amounts payable for general and administrative services will continue for the term of the agreement.
Either party may request to modify, add to or discontinue the services provided under the Intercorporate Services Agreement at any time during
the term of the agreement. All intellectual property that is conceived of or developed by EEP in the course of providing services to the Partnership pursuant to the agreement will be owned by EEP. The agreement may be terminated upon 30 days'
written notice by EEP, Midcoast Operating or the Partnership if EEP or one of its affiliates ceases to control the General Partner or by mutual agreement of the parties.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Intercorporate Services
Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Financial
Support Agreement
On November 13, 2013, in connection with the closing of the Offering, Midcoast Operating entered into a
Financial Support Agreement (the "Financial Support Agreement"), between Midcoast Operating and EEP, pursuant to which EEP will provide letters of credit and guarantees, not to exceed $700.0 million in the aggregate at any time
outstanding, in support of Midcoast Operating's and its wholly owned subsidiaries' financial obligations under derivative agreements and natural gas and NGL purchase agreements to which Midcoast Operating, or one or more of its wholly
owned subsidiaries, is a party. Under the Financial Support Agreement, EEP's support of Midcoast Operating's and its wholly owned subsidiaries' obligations will terminate on the earlier to occur of (1) the fourth anniversary of
the closing of the Offering and (2) the date on which EEP owns, directly or indirectly (other than through its ownership interests in the Partnership), less than 20% of the total outstanding limited partner interest in Midcoast Operating.
The annual costs that Midcoast Operating initially estimates that it will incur under the Financial Support Agreement range from approximately
$4.0 million to $5.0 million and are based on the cumulative average amount of letters of credit and guarantees that EEP will provide on Midcoast Operating's and its wholly owned subsidiaries' behalf multiplied by a 2.5% annual fee. The
cumulative average amount of letters of credit and guarantees will be calculated (1) with respect to letters of credit, by reference to the aggregate face value, in U.S. dollars, of letters of credit outstanding at the close of business on any
business day, after taking into account any changes in such amount since the close of business on the immediately preceding business day, and (2) with respect to guarantees, by reference to the net realizable financial obligation of Midcoast
Operating and its wholly owned subsidiaries under the applicable contracts, in each case after taking into account market fluctuations in commodity prices, any related EEP letters of credit and any increases or decreases underlying each guarantee.
The "net realizable financial obligation" is (1) in the case of outstanding commodity derivative contracts, the amount required to terminate or discharge each such contract based upon current market prices of the relevant commodity
and (2) in the case of natural gas and NGL purchase agreements, the outstanding amount owed for product received that would be recorded as a liability under U.S. GAAP, in each case, net of any amounts owed to Midcoast Operating under any
agreements with counterparties that have received guarantees from EEP. Based on the Partnership's 39% controlling interest in Midcoast Operating, the Partnership initially estimates that its proportionate share of these annual costs will range
from $1.6 million to $2.0 million.
The Financial Support Agreement also provides that if the Credit Agreement is secured, the Financial
Support Agreement also will be secured to the same extent on a second-lien basis. EEP has agreed to subordinate its right to payment on obligations owed under the Financial Support Agreement and liens, if secured, to the rights of the lenders under
the Credit Agreement, subject to the terms and conditions of a subordination agreement.
The foregoing description is not complete and is
qualified in its entirety by reference to the full text of the Financial Support Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
Amended and Restated Allocation Agreement
On November 13, 2013, in connection with the closing of the Offering, the Partnership entered into an Amended and Restated Allocation
Agreement (the "Insurance Allocation Agreement"), by and among the Partnership, Enbridge, EEP and Enbridge Income Fund Holdings Inc., in order to participate in the comprehensive insurance program that is maintained by Enbridge for it and
its subsidiaries. Under the Insurance Allocation Agreement, in the unlikely event that multiple insurable incidents occur that exceed coverage limits within the same insurance period, the total insurance coverage available to Enbridge and its
subsidiaries under the insurance program will be allocated among the participating Enbridge entities on an equitable basis.
The foregoing
description is not complete and is qualified in its entirety by reference to the full text of the Insurance Allocation Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
Working Capital Credit Facility
On November 13, 2013, in connection with the closing of the Offering, Midcoast Operating entered into a $250.0 million Working Capital
Loan Agreement (the "Working Capital Credit Facility"), by and between Midcoast Operating, as borrower, and EEP, as lender. The facility is available exclusively to fund working capital borrowings. Borrowings under the facility are
scheduled to mature on November 13, 2017 and accrue interest at a per annum rate of LIBOR plus 2.5%. EEP's commitment to lend pursuant to the Working Capital Credit Facility will end on the earlier of the facility's maturity (by
acceleration or otherwise) and the date on which EEP owns less than 20% of the outstanding limited partner interests in Midcoast Operating. If EEP's commitment to lend has terminated before the facility has matured (by acceleration or
otherwise), then the aggregate amount of all outstanding borrowings under the facility will automatically convert to a term loan that will bear interest at LIBOR (calculated as of the conversion date) plus 2.5%. Midcoast Operating has agreed to pay
a commitment fee on the unused commitment at a per annum rate of 0.4250%, payable each fiscal quarter.
The Working Capital Credit
Facility contains customary events of default, including (i) the failure of Midcoast Operating to make payments required under the Working Capital Credit Facility or comply with the conditions of such Working Capital Credit Facility,
(ii) the failure of any of the representations or warranties of Midcoast Operating to be true in all material respects when made, (iii) the occurrence of a change of control, (iv) the institution of insolvency or similar proceedings
against Midcoast Operating or the Partnership and (v) the occurrence of a default under any other material indebtedness of Midcoast Operating or the Partnership. During the existence of an event of default, subject to the terms and conditions
of the Working Capital Credit Facility, EEP may terminate its commitment and may declare any outstanding principal, together with accrued and unpaid interest, to be immediately due and payable. The Working Capital Credit Facility also contains
certain customary representations, warranties, indemnities and remedies provisions and also provides that if the Credit Agreement is secured, the Working Capital Credit Facility also will be secured to the same extent on a second-lien basis. EEP has
agreed to subordinate its right to payment on obligations owed under the Working Capital Credit Facility and liens, if secured, to the rights of the lenders under the Credit Agreement, subject to the terms and conditions of a subordination
agreement.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Working
Capital Credit Facility, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference.
Amended and Restated Agreement of Limited Partnership of Midcoast Operating, L.P.
On November 13, 2013, in connection with the closing of the Offering, the OLP GP, the Partnership and EEP entered into the Amended and
Restated Agreement of Limited Partnership of Midcoast Operating (as amended and restated, the "Midcoast Operating LP Agreement"). Based on the Partnership's sole ownership of the OLP GP, it will have the sole responsibility for
managing the operations of Midcoast Operating. However, the Partnership expects that certain actions of Midcoast Operating will require the unanimous approval of both it and EEP. These actions include the following:
•
any reorganization, merger, consolidation or similar transaction;
•
any new class of partnership interests or the issuance of any additional partnership interests;
•
any admission or withdrawal of any person as partner other than in accordance with the Midcoast Operating LP Agreement;
•
any modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the partners;
•
any sale or lease of all or substantially all of Midcoast Operating's assets;
•
causing or permitting Midcoast Operating to file an application for bankruptcy; and
•
approving any distribution and determination of value by Midcoast Operating of any assets in kind or the approval of any distribution of any cash or property on a non-pro rata basis.
Under the Midcoast Operating LP Agreement, the Partnership and EEP will each have the option to contribute its proportionate share of
additional capital to Midcoast Operating if any additional capital contributions are necessary to fund capital expenditures or other growth projects. To the extent that the Partnership or EEP elect not to make any such capital contributions, the
contributing party will be permitted to make additional capital contributions in exchange for additional interests in Midcoast Operating.
The Midcoast Operating LP Agreement will provide that Midcoast Operating will distribute all distributable cash of Midcoast Operating to the
Partnership and EEP on a pro rata basis within 45 days of the end of each quarter.
The foregoing description is not complete and is
qualified in its entirety by reference to the full text of the Midcoast Operating LP Agreement, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.
Relationships
Each of the Partnership, the General Partner, the OLP GP and Midcoast Operating is a direct or indirect subsidiary of EEP. Furthermore, EEP is
an indirect subsidiary of Enbridge Inc. As a result, certain individuals, including officers and directors of EEP and the General Partner, serve as officers and/or directors of more than one of such other entities. As described in Item 2.01
below, the General Partner, as the general partner of the Partnership, holds 922,859 general partner units of the Partnership, which represents a 2% general partner interest in the Partnership, and EEP holds 4,110,056 Class A Common Units and
22,610,056 subordinated units of the Partnership ("Subordinated Units"), which represent an approximate 58% limited partner interest in the Partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets.
Contribution, Conveyance and
Assumption Agreement
On November 13, 2013, in connection with the closing of the Offering, the following transactions, among
others, occurred pursuant to a contribution, conveyance and assumption agreement (the "Contribution Agreement") by and among EEP, the Partnership, the General Partner, Midcoast Operating and the OLP GP:
•
EEP conveyed 2.0% of its membership interest in Midcoast Operating to the General Partner as a capital contribution with a value equal to 2.0% of the equity value of the Partnership (the "GP Contribution
Interest");
•
the General Partner conveyed the GP Contribution Interest to the Partnership in exchange for (i) 992,859 general partner units in the Partnership representing a continuation of its 2.0% general partner interest in
the Partnership and (ii) the Incentive Distribution Rights (as defined in the Partnership Agreement as defined below under Item 5.03) in the Partnership;
•
EEP conveyed its remaining interest in Midcoast Operating to the Partnership in exchange for (i) 4,110,056 Class A Common Units representing a 9.0% limited partner interest in the Partnership,
(ii) 22,610,056 Subordinated Units representing a 49.0% limited partner interest in the Partnership and (iii) the right to receive $304.5 million in cash as reimbursement for certain capital expenditures made with respect to the
contributed assets;
•
the public, through the underwriters, contributed $333,000,000 in cash (or $311,771,250, net of the underwriters' discount of $19,980,000 and a structuring fee of $1,248,750 payable to Merrill Lynch, Pierce,
Fenner & Smith Incorporated) to the Partnership in exchange for the issuance of 18,500,000 Class A Common Units; and
•
the Partnership redeemed the initial limited partner interests of EEP and refunded EEP's initial contribution of $980, as well as any interest or other profit that may have resulted from the investment or other use
of such initial capital contribution to EEP, in proportion to such initial contribution.
Pursuant to the Contribution Agreement, upon any exercise of the Over-Allotment Option (as defined in the Contribution Agreement), the
Partnership will use the net proceeds from that exercise to redeem from EEP the number of Class A Common Units issued upon such exercise.
As noted in Item 1.01 above, the Partnership has certain relationships with certain parties to the Contribution Agreement. The foregoing
description is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The descriptions of the Credit Agreement and the Working Capital Credit Facility provided above under Item 1.01 are incorporated in this Item
2.03 by reference.
Item 3.02
Unregistered Sales of Equity Securities.
The description in Item 2.01 above of the
issuances of equity securities by the Partnership on November 13, 2013, in connection with the consummation of the transactions contemplated by the Contribution Agreement, is incorporated in this Item 3.02 by reference. Certain of the
foregoing transactions were undertaken in reliance upon the exemption from the registration requirements of the Securities Act by Section 4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for
these transactions.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
First
Amended and Restated Agreement of Limited Partnership of Midcoast Energy Partners, L.P.
On November 13, 2013, in connection
with the closing of the Offering, the Partnership amended and restated its agreement of limited partnership and entered into its First Amended and Restated Agreement of Limited Partnership (as amended and restated, the "Partnership
Agreement"). A description of the Partnership Agreement is contained in the Prospectus in the sections entitled "Provisions of Our Partnership Agreement Relating to Cash Distributions" and "Our Partnership Agreement," all of
which are incorporated herein by reference.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of the Exhibit
3.1
First Amended and Restated Agreement of Limited Partnership of Midcoast Energy Partners, L.P., dated as of November 13, 2013
10.1
Contribution, Conveyance and Assumption Agreement, dated as of November 13, 2013, by and among Enbridge Energy Partners, L.P., Midcoast Energy Partners, L.P., Midcoast Holdings, L.L.C., Midcoast Operating, L.P. and Midcoast OLP GP,
L.L.C.
10.2
Omnibus Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., Midcoast Holdings, L.L.C., Enbridge Energy Partners, L.P. and Enbridge Inc.
10.3
Credit Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., as Co-Borrower, Midcoast Operating L.P., as Co-Borrower, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, Swing
Line Lender and lender, and each of the other lenders party thereto
10.4
Intercorporate Services Agreement, dated as of November 13, 2013, by and between Midcoast Energy Partners, L.P. and Enbridge Energy Partners, L.P.
10.5
Financial Support Agreement, dated as of November 13, 2013, by and between Midcoast Operating, L.P. and Enbridge Energy Partners, L.P.
10.6
Amended and Restated Allocation Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., Enbridge Inc., Enbridge Energy Partners, L.P. and Enbridge Income Fund Holdings Inc.
10.7
Working Capital Loan Agreement, dated as of November 13, 2013, by and between Midcoast Operating, L.P. and Enbridge Energy Partners, L.P.
10.8
Amended and Restated Agreement of Limited Partnership of Midcoast Operating, L.P., dated as of November 13, 2013
SIGNATURES
Pursuant 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 hereunto duly authorized.
Midcoast Energy Partners, L.P.
By:
Midcoast Holdings, L.L.C., its General
Partner
Date: November 18, 2013
By:
/s/ Chris Kaitson
Chris Kaitson
Vice President—Law and Assistant Secretary
EXHIBIT INDEX
Exhibit Number
Description of the Exhibit
3.1
First Amended and Restated Agreement of Limited Partnership of Midcoast Energy Partners, L.P., dated as of November 13, 2013
10.1
Contribution, Conveyance and Assumption Agreement, dated as of November 13, 2013, by and among Enbridge Energy Partners, L.P., Midcoast Energy Partners, L.P., Midcoast Holdings, L.L.C., Midcoast Operating, L.P. and Midcoast OLP GP,
L.L.C.
10.2
Omnibus Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., Midcoast Holdings, L.L.C., Enbridge Energy Partners, L.P. and Enbridge Inc.
10.3
Credit Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., as Co-Borrower, Midcoast Operating L.P., as Co-Borrower, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, Swing
Line Lender and lender, and each of the other lenders party thereto
10.4
Intercorporate Services Agreement, dated as of November 13, 2013, by and between Midcoast Energy Partners, L.P. and Enbridge Energy Partners, L.P.
10.5
Financial Support Agreement, dated as of November 13, 2013, by and between Midcoast Operating, L.P. and Enbridge Energy Partners, L.P.
10.6
Amended and Restated Allocation Agreement, dated as of November 13, 2013, by and among Midcoast Energy Partners, L.P., Enbridge Inc., Enbridge Energy Partners, L.P. and Enbridge Income Fund Holdings Inc.
10.7
Working Capital Loan Agreement, dated as of November 13, 2013, by and between Midcoast Operating, L.P. and Enbridge Energy Partners, L.P.
10.8
Amended and Restated Agreement of Limited Partnership of Midcoast Operating, L.P., dated as of November 13, 2013