This Amendment No. 7 to Schedule 13D updates the information relating to the current beneficial owners
and amends Items 2, 4, 5, 6 and 7 of the Schedule 13D filed by Enbridge Inc., IPL System Inc., Enbridge Pipelines Inc. and Enbridge Energy Company, Inc. with the Securities and Exchange Commission on December 11, 2008 (the
Original
Schedule 13D
), as amended by Amendment No. 1 to the Original Schedule 13D filed by Enbridge Inc., IPL System Inc., Enbridge Pipelines Inc. and Enbridge Energy Company, Inc. with the Securities and Exchange Commission on
October 21, 2009, Amendment No. 2 to the Original Schedule 13D filed by Enbridge Inc., IPL System Inc., Enbridge Pipelines Inc. and Enbridge Energy Company, Inc. with the Securities and Exchange Commission on May 8, 2013, Amendment
No. 3 to the Original Schedule 13D, filed by Enbridge Inc. (
EI
), Enbridge (U.S.) Inc. (
EUSI
), Enbridge US Holdings Inc. (
EUSHI
) and Enbridge Energy Company, Inc. (
EECI
and, together with EI, EUSI and EUSHI, the
Reporting Persons
) with the Securities and Exchange Commission on May 2, 2016, Amendment No. 4 to the Original Schedule 13D, filed by the Reporting Persons with the Securities
and Exchange Commission on November 2, 2017, Amendment No. 5 to the Original Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on May 17, 2018 and Amendment No. 6 to the Original Schedule
13D, filed by the Reporting Persons with the Securities and Exchange Commission on September 19, 2018.
Item 2.
|
Identity and Background
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Item 2 of the Schedule 13D is hereby amended by adding the following paragraph:
On December 20, 2018, following the consummation of, and as a result of, the Merger (as defined below), the executive officers and directors of the
Reporting Persons (collectively, the Listed Persons) ceased to beneficially own any EEP Class A Common Units (as defined below) of the Issuer. To the Reporting Persons knowledge, none of the Listed Persons has been, during the
last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended by adding the following paragraph:
On December 20, 2018, Winter Acquisition Sub II, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Enbridge
(Merger Sub), merged with and into the Issuer, with the Issuer continuing as the surviving entity and an indirect, wholly owned subsidiary of Enbridge (the Merger) pursuant to that certain Agreement and Plan of Merger, dated
as of September 17, 2018 (the Merger Agreement), by and among the Issuer, EECI, Enbridge Energy Management, L.L.C., Enbridge, EUSI, Merger Sub, and, solely for the purposes of Article I, Article II and Article XI, EUSHI.
As a result of the Merger, each Class A common unit of the Issuer representing limited partner interests in the Issuer (each, an EEP Class A
Common Unit) issued and outstanding immediately prior to the effective time of the Merger (excluding certain Excluded Units, as defined in the Merger Agreement) was converted into the right to receive from Enbridge 0.335 of a common share of
Enbridge. As a result of the Merger, the Reporting Persons own all of the outstanding EEP Class A Common Units.
The EEP Class A Common Units
will be removed from listing and registration from the New York Stock Exchange.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Schedule 13D is hereby amended by adding the following paragraph:
As a result of the Merger described in Item 4 (which Item 4 is incorporated herein by reference), the Reporting Persons own all of the outstanding EEP
Class A Common Units. Because the registration of the EEP Class A Common Units will be terminated, EEP Class A Common Units held by Enbridge and its subsidiaries will no longer be subject to reporting under Section 13(d) of the
Securities Exchange Act of 1934, as amended. Consequently, this Amendment No.7 to the Original Schedule 13D constitutes an exit filing for the Reporting Persons.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
|
Item 6 of the Schedule 13D is hereby amended by adding the following paragraph:
The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.
On December 20, 2018, pursuant to the terms of the Merger Agreement, EECI, as the general partner of the Issuer and on behalf of the limited partners of
the Issuer, executed Amendment No. 2 to the Eighth Amended and Restated Agreement of Limited