Attached files

file filename
EX-1.1 - UNDERWRITING AGREEMENT - ENBRIDGE ENERGY PARTNERS LPdex11.htm
EX-5.1 - OPINION OF FULBRIGHT & JAWORSKI L.L.P. - ENBRIDGE ENERGY PARTNERS LPdex51.htm
EX-99.1 - PRESS RELEASE - ENBRIDGE ENERGY PARTNERS LPdex991.htm

 

 

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: February 26, 2010

(DATE OF EARLIEST EVENT REPORTED: February 25, 2010)

 

 

ENBRIDGE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   1-10934   39-1715850
(State or Other Jurisdiction)   (Commission File No.)   (I.R.S. 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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On February 25, 2010, Enbridge Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”), attached as Exhibit 1.1 hereto, with the underwriters named therein with respect to the issue and sale by the Partnership of $500,000,000 aggregate principal amount of 5.20% Notes due 2020 (the “Notes”).

On February 26, 2010, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), the Partnership filed with the Securities and Exchange Commission a Prospectus Supplement to its global shelf registration statement on Form S-3 dated January 8, 2009 (Registration No. 333-156619) relating to the offering of the Notes. Exhibits 1.1, 5.1 and 23.1 to this Form 8-K relating to the offering of the Notes are hereby incorporated into such Registration Statement by reference.

 

Item 7.01. Regulation FD Disclosure.

The Partnership issued a press release on February 25, 2010, attached hereto as Exhibit 99.1, announcing the pricing of the Notes. This information is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any Securities Act registration statements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

Reference is made to the “Index of Exhibits” following the signature page, which is hereby incorporated into this Item.

 

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SIGNATURE

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: February 26, 2010

  By:  

/S/    STEPHEN NEYLAND        

    Stephen Neyland
    Controller
    (Duly Authorized Officer)

 

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Index of Exhibits

 

Exhibit No.

  

Description

1.1    Underwriting Agreement dated as of February 25, 2010 between the Partnership and the underwriters named therein.
5.1    Opinion of Fulbright & Jaworski L.L.P.
23.1    Consent of Fulbright & Jaworski L.L.P. (the consent of Fulbright & Jaworski L.L.P. to the use of their opinion filed as Exhibit 5.1 hereto and the reference to their firm in the Registration Statement is contained in such opinion).
99.1    Press release of Enbridge Energy Partners, L.P. announcing the pricing of the public offering of its $500,000,000 aggregate principal amount of 5.20% Notes due 2020.

 

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