X0206 3 2013-11-06 0 0001578685 Midcoast Energy Partners, L.P. MEP 0000880285 ENBRIDGE ENERGY PARTNERS LP 1100 LOUISIANA ST SUITE 3300 HOUSTON TX 77002-5217 1 0 1 0 0001218297 ENBRIDGE ENERGY CO INC 1100 LOUISIANA STREET, SUITE 3300 HOUSTON TX 77002 1 0 1 0 0001173911 ENBRIDGE ENERGY MANAGEMENT L L C 1100 LOUISIANA STREET, SUITE 3300 HOUSTON TX 77002-5217 1 0 1 0 0001578673 Midcoast Holdings, L.L.C. 1100 LOUISIANA STREET SUITE 3300 HOUSTON TX 77002 1 0 1 0 Class A Common Units representing limited partner interests 0 I See footnotes Subordinated Units (Limited Partner Interests) 0 Class B Common Units representing limited partner I See footnotes This Form 3 is filed jointly by Enbridge Energy Partners, L.P. ("EEP"), Midcoast Holdings, L.L.C., the Issuer's general partner (the "General Partner"), Enbridge Energy Company, Inc., the general partner of EEP ("EEP's GP"), and Enbridge Energy Management, L.L.C. ("Enbridge Management") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No.333-189341) (the "Registration Statement"). EEP directly owns all of the membership interests in the General Partner and is deemed to indirectly beneficially own the securities held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interests therein. (continued under Footnote 2) (continued from Footnote 1) Through a delegation of control agreement, EEP's GP has delegated to Enbridge Management the authority to manage and control EEP's business and affairs, and as a result EEP's GP and Enbridge Management are deemed to indirectly beneficially own the securities held by EEP, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. As of the effectiveness of the Registration Statement, EEP directly owns a 98% limited partner interest in the Issuer and the General Partner owns a 2% general partner interest in the Issuer. As described in the Registration Statement, in connection with the formation transactions of the Issuer as of the closing of the initial public offering of the Issuer, EEP will hold: (i) 4,110,056 Class A common units in the Issuer, representing a 9% limited partner interest, and (ii) 22,610,056 subordinated units, representing a 49% limited partner interest in the Issuer, for a combined 58% limited partner interest in the Issuer (or 1,335,056 common units and 22,610,056 subordinated units, representing a combined 52% limited partner interest in the Issuer, if the underwriters exercise their option to purchase additional common units in full), and all of incentive distribution rights of the Issuer, and the General Partner will directly hold 922,859 general partner units, representing its 2% general partner interest in the Issuer. Each subordinated unit will convert into one Class B common unit at the end of the subordination period, and each Class B common unit is convertible on a one for one basis into one Class A common unit at the election of the holder, each as more fully described in the Registration Statement. Chris Kaitson, Vice President-Law, of the Delegee of the General Partner of Enbridge Energy Partners, L.P. 2013-11-06 Chris Kaitson, Vice President - Law, Enbridge Energy Management, L.L.C. 2013-11-06 Chris Kaitson, Vice President - Law, Enbridge Energy Company, Inc. 2013-11-06 E. Chris Kaitson, Vice President-Law, Midcoast Holdings, L.L.C. 2013-11-06