UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 28, 2017
ENBRIDGE ENERGY PARTNERS, L.P.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 1-10934 | 39-1715850 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1100 LOUISIANA, SUITE 3300, HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
(713) 821-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
This Current Report on Form 8-K/A (the “Amendment”) amends and supplements the Current Report on Form 8-K submitted by Enbridge Energy Partners, L.P. (the “Partnership”) on July 5, 2017 (the “Original Form 8-K”), which reported under Item 2.01 thereof that the Partnership consummated the previously announced sale of all of its ownership interests in the Midcoast Energy Partners, L.P. gas gathering and processing business (the “MEP Business”) to Enbridge Energy Company, Inc. (collectively, the “Disposition”). This Amendment is being filed to file pro forma financial statements of the Partnership reflecting the Disposition pursuant to Item 9.01(b)(1) of Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (b) | Pro forma financial information. |
As a result of the Disposition on June 28, 2017, in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the “Form 10-Q”), the MEP Business was reflected as discontinued operations in the Partnership’s unaudited consolidated statements of income for the three and six months ended June 30, 2017 and in the Partnership’s unaudited consolidated statements of financial position as of December 31, 2016. The results of operations for the disposed MEP Business for such periods, and the major classes of assets and liabilities of the MEP Business as of such date, are included in Note 6 to the Partnership’s unaudited consolidated financial statements included in the Form 10-Q. The disposition of the MEP Business was completed prior to the June 30, 2017 balance sheet included in the Form 10-Q, and was therefore already reflected therein. The information described in the preceding sentences that was included in the Form 10-Q is incorporated herein by reference.
Unaudited pro forma consolidated financial information of the Partnership as of and for the year ended December 31, 2016 reflecting the Disposition as if it had occurred on January 1, 2016 is attached hereto as Exhibit 99.1.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Financial Data for the year ended December 31, 2016. |
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, thereunto duly authorized.
| ENBRIDGE ENERGY PARTNERS, L.P. (Registrant) | ||
| By: | Enbridge Energy Management, L.L.C. as delegate of Enbridge Energy Company, Inc., its general partner | |
| Date: November 1, 2017 | By: | /s/ STEPHEN J. NEYLAND |
| Stephen J. Neyland | ||
| Vice President | ||
| (Duly Authorized Officer) | ||
Index of Exhibits
| Exhibit Number |
Description | |
| 99.1 | Unaudited Pro Forma Financial Data for the year ended December 31, 2016. |
Exhibit 99.1
Enbridge Energy Partners, L.P.
Unaudited Pro Forma Consolidated Statement of Income
Introduction
On April 27, 2017, Enbridge Energy Partners, L.P. (the Partnership) entered into a definitive agreement with Enbridge Energy Company, Inc. (General Partner) to sell all of the Partnership's ownership interest in the Midcoast gas gathering and processing business (the Disposition). Under the agreement, the Partnership sold its 48.4% limited partnership interest in Midcoast Operating, L.P., the Partnership's 51.9% limited partnership interest in Midcoast Energy Partners, L.P. (MEP), and the Partnership's 100% interest in MEP's general partner Midcoast Holdings L.L.C. On June 28, 2017, the Partnership closed the Disposition for $2.26 billion, which included cash consideration of $1.31 billion and outstanding indebtedness at MEP of $953.0 million.
The unaudited pro
forma consolidated financial data of the Partnership was derived from the Partnership’s historical
consolidated financial statements. The unaudited pro forma consolidated statement of income for the year ended December 31,
2016 gives effect to the Disposition as if it occurred as of January 1, 2016. The following unaudited pro forma consolidated
financial information should be read in conjunction with the Partnership’s historical financial statements and
accompanying notes.
The pro forma adjustments are based on the best information available and assumptions that
management believes are factually supportable and reasonable; however, such adjustments are subject to change. The unaudited
pro forma consolidated financial information is for illustrative and informational purposes only and is not intended to
reflect what the Partnership’s consolidated statements of income would have been had the Disposition occurred on the
dates indicated and is not necessarily indicative of the Partnership’s future consolidated statements of income.
The pro forma adjustments removes the Partnership’s ownership interest in the Midcoast gas gathering and processing
business from the consolidated statement of income.
| Year ended December 31, | ||||||||||||
| 2016 As Filed | Sale of MEP Adjustments | a) | 2016 Pro Forma | |||||||||
| Operating revenues: | (unaudited; in millions) | |||||||||||
| Commodity sales | $ | 1,776 | $ | 1,776 | $ | - | ||||||
| Commodity sales - affiliate | 10 | 10 | - | |||||||||
| Transportation and other services | 2,589 | 180 | 2,409 | |||||||||
| Transportation and other services - affiliate | 107 | - | 107 | |||||||||
| 4,482 | 1,966 | 2,516 | ||||||||||
| Operating expenses: | ||||||||||||
| Commodity costs | 1,622 | 1,622 | - | |||||||||
| Commodity costs - affiliate | 38 | 38 | - | |||||||||
| Environmental costs, net of recoveries | 2 | - | 2 | |||||||||
| Operating and administrative | 429 | 148 | 281 | |||||||||
| Operating and administrative - affiliate | 437 | 146 | 291 | |||||||||
| Power | 277 | - | 277 | |||||||||
| Depreciation and amortization | 581 | 154 | 427 | |||||||||
| Asset impairment | 768 | 11 | 757 | |||||||||
| 4,154 | 2,119 | 2,035 | ||||||||||
| Operating income (loss) | 328 | (153 | ) | 481 | ||||||||
| Interest expense, net | (446 | ) | (33 | ) | (413 | ) | ||||||
| Allowance for equity used during construction | 46 | - | 46 | |||||||||
| Other income | 32 | 31 | 1 | |||||||||
| Income (loss) before income taxes | (40 | ) | (155 | ) | 115 | |||||||
| Income tax benefit (expense) | (1 | ) | (2 | ) | 1 | |||||||
| Income (loss) from continuing operations | $ | (41 | ) | $ | (157 | ) | $ | 116 | ||||
| Net income (loss) per common unit and i-unit (basic and diluted) | $ | (1.08 | ) | $ | (0.77 | ) b) | ||||||
| Weighted average common units and i-units outstanding | 348.0 | 348.0 | ||||||||||
| 1 | Basis of Presentation |
The unaudited pro forma consolidated statement of income gives effect to the pro forma adjustments necessary to reflect the Disposition as if it had occurred as of January 1, 2016 in the unaudited pro forma statements of income for the year ended December 31, 2016.
| 2 | Pro Forma Adjustments |
The unaudited pro forma consolidated financial statements reflect the following adjustments:
Statements of Income
“Historical” represents the historical consolidated statement of income of Enbridge Energy Partners, L.P., for the year ended December 31, 2016.
| a) | Pro forma adjustment to remove the results of operations sold in the Disposition from the Partnership's income (loss) from continuing operations. |
| b) | The Partnership allocates net income using the two-class method. The pro forma amounts were calculated using the distribution formula set forth in the Partnership Agreements. |