27. SUBSEQUENT EVENTS

Distribution to Partners

On January 26, 2017, the board of directors of Enbridge Management declared a distribution payable to our partners on February 14, 2017. The distribution was paid to unitholders of record as of February 7, 2017, of our available cash of $264.8 million at December 31, 2016, or $0.5830 per limited partner unit. Of this distribution, $216.1 million was paid in cash, $47.7 million was distributed in i-units to our i-unitholder, Enbridge Management, and due to the i-unit distribution, $1.0 million was retained from our General Partner from amounts otherwise distributable to it in respect of its general partner interest and limited partner interest to maintain its 2% general partner interest.

Distribution to Series EA Interests

On January 26, 2017, the board of directors of Enbridge Management, acting on behalf of Enbridge Pipelines (Lakehead) L.L.C., the managing general partner of the OLP and a holder of the Series EA interests, declared a distribution payable to the holders of the Series EA general and limited partner interests. The OLP paid $68.8 million to the noncontrolling interest in the Series EA, while $22.9 million was paid to us.

Distribution to Series ME Interests

On January 26, 2017, the board of directors of Enbridge Management, acting on behalf of Enbridge Pipelines (Lakehead) L.L.C., the managing general partner of the OLP and a holder of the Series ME interests, declared a distribution payable to the holders of the Series ME general and limited partner interests. The OLP paid $42.7 million to the noncontrolling interest in the Series ME, while $14.2 million was paid to us.

Distribution from MEP

On January 26, 2017, the board of directors of Midcoast Holdings, L.L.C., the general partner of MEP, declared a cash distribution payable to their partners on February 14, 2017. The distribution was paid to unitholders of record as of February 7, 2017, of MEP’s available cash of $16.5 million at December 31, 2016, or $0.3575 per limited partner unit. MEP paid $7.6 million to their public Class A common unitholders, while $8.9 million in the aggregate was paid to us with respect to our Class A common units, our subordinated units, and to Midcoast Holdings, L.L.C. with respect to its general partner interest.

Midcoast Operating Distribution

On January 26, 2017, the general partner of Midcoast Operating declared a cash distribution by Midcoast Operating payable on February 14, 2017 to its partners of record as of February 7, 2017. Midcoast Operating paid $7.9 million to us and $27.9 million to MEP.

During any quarter until the quarter ending December 31, 2017, if MEP’s quarterly declared distribution exceeds its distributable cash, as that term is defined in Midcoast Operating’s limited partnership agreement, we receive a decreased quarterly distribution from Midcoast Operating, and MEP receives a corresponding increase to its quarterly distribution in the amount that MEP’s declared distribution exceeds its distributable cash. Midcoast Operating’s adjustment of our distribution will be limited by our pro rata share of the Midcoast Operating quarterly cash distribution and a maximum of $0.005 per unit quarterly distribution increase by MEP. There is no requirement for MEP to compensate us for these adjusted distributions, except for settling our capital accounts with Midcoast Operating in a liquidation scenario. For the year ended December 31, 2016, our quarterly distribution from Midcoast Operating was reduced by $15.9 million.

Strategic Review

On January 27, 2017, we announced three initial strengthening actions which together alleviate short-term capital expenditure requirements and enhance our cash flows. For further details refer to Note 1. Organization and Nature of Operations — Midcoast Energy Partners, L.P. and Note 24. Related Party Transactions — Financing Transactions with Affiliates.

Bakken Pipeline System

On February 15, 2017, our joint venture with MPC, MarEn Bakken Company LLC, or MarEn, closed its acquisition, or the Transaction, with Bakken Holdings Company LLC, or Bakken Holdings, an affiliate of Energy Transfer Partners, L.P. and Sunoco Logistics Partners L.P., to, among other things, acquire a 49% equity interest in Bakken Pipeline Investments LLC, or BPI. BPI owns 75% of the Bakken Pipeline System. Under this arrangement, we and MPC indirectly hold 75% and 25%, respectively, of the joint venture’s 49% interest in BPI. The purchase price of our effective 27.6% interest in the Bakken Pipeline was $1.5 billion.

In connection with the Transaction, on February 15, 2017, we entered into an unsecured revolving 364-day credit agreement with EUS, or the EUS Credit Agreement. The EUS Credit Agreement is a committed senior unsecured revolving credit facility that permits aggregate borrowings of up to, at any one time outstanding for the purpose of funding the Transaction, $1.5 billion, (i) on a revolving basis for a 364-day period and (ii) for a 364-day term on a non-revolving basis following the expiration of the revolving period; provided that the EUS Credit Agreement will mature on the date any project financing is completed. Loans under the EUS Credit Agreement accrue interest based, at our election, on either the Eurocurrency rate or a base rate, in each case, plus an applicable margin. A facility fee will accrue at the applicable margin rate, which is based on our non-credit-enhanced, senior unsecured long-term debt rating at the applicable time.

In addition, on or before the maturity date, we may repay or prepay all, but not less than all, of the aggregate outstanding principal balance of the loans under the EUS Credit Agreement by payment-in-kind of our entire direct and indirect interest in the Bakken Pipeline System.

The EUS Credit Agreement also includes representations, warranties, financial covenants and events of default that are consistent with those in the EUS 364-Day Credit Facility. Amounts borrowed under the EUS Credit Agreement bear interest at rates that are consistent with the interest rates set forth in the EUS 364-Day Credit Facility.