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 (Date of earliest event reported): December 1720, 2018

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.)

5400 Westheimer Court

Houston, Texas 77056

(Address of Principal Executive Offices) (Zip Code)

(713) 627-5400

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

☐	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On December 1720, 2018, Enbridge ~~Energy Partners, L~~Inc.P. (“~~EEP~~Enbridge”) ~~held~~completed aits ~~special~~previously ~~meeting~~announced acquisition of ~~its~~Enbridge ~~unitholders~~Energy ~~(the~~Partners, L.P. (“EEP ~~Special Meeting~~”) pursuant to ~~consider~~that ~~and~~certain ~~vote~~Agreement onand ~~the~~Plan ~~proposals~~of ~~described~~Merger, ~~below.~~dated Atas ~~the close~~ of ~~business on November~~September 517, 2018, (the ~~record~~“Merger ~~date~~Agreement”), ~~for~~by ~~the~~and among EEP, ~~Special~~Enbridge ~~Meeting~~Energy Company, ~~there~~Inc. ~~were~~(“EECI”), ~~451~~Enbridge Energy Management,~~068~~ L.L.C. (“EEQ”),~~677~~ ~~EEP~~Enbridge, ~~units~~Enbridge (~~including~~U.S.) ~~148~~Inc.,~~291,816~~ ~~EEP~~Winter ~~units~~Acquisition ~~owned~~Sub II, ~~by Enbridge~~LLC (“Merger Sub”) and, ~~its~~solely ~~affiliates)~~for ~~outstanding~~the ~~and~~purposes ~~entitled~~of toArticles I, ~~vote~~II atand ~~the~~XI, ~~EEP~~Enbridge ~~Special~~US ~~Meeting~~Holdings Inc. ~~Holders~~Pursuant ofto ~~359,169,887~~the ~~outstanding~~Merger ~~EEP units~~Agreement, ~~representing~~Merger aSub ~~like~~merged with ~~number~~and ofinto ~~votes~~EEP, ~~were~~with ~~present~~EEP atcontinuing as the ~~EEP~~surviving ~~Special~~entity ~~Meeting,~~and ~~either~~an inindirect ~~person~~wholly orowned bysubsidiary ~~proxy,~~of ~~which number~~Enbridge ~~constituted~~(the ~~a quorum~~“Merger”).

AtAs a result of the Merger, each Class A common unit of EEP ~~Special~~representing ~~Meeting~~limited partner interests in EEP (each, ~~the~~an “EEP ~~unitholders~~Class A ~~considered~~Common Unit”) issued and ~~voted~~outstanding ~~upon~~immediately prior to the ~~following~~effective ~~proposals~~time of the Merger (asexcluding ~~described~~certain “Excluded inUnits,” ~~detail~~as defined in ~~EEP’s~~ ~~definitive~~the ~~proxy~~Merger ~~statement~~Agreement) ~~filed~~was ~~with~~converted into the ~~Securities~~right ~~and~~to ~~Exchange~~receive ~~Commission~~from onEnbridge ~~November 9~~0.335 of a common share of Enbridge (“Enbridge Share” and such consideration, ~~2018~~the “Merger Consideration”):.

•Enbridge ~~Proposal~~issued 1:[●] toEnbridge ~~approve~~Shares ~~the~~in ~~Agreement~~connection ~~and~~with ~~Plan of Merger (~~the “Merger. ~~Agreement”),~~The ~~dated~~issuance as of ~~September~~the ~~17,~~Enbridge ~~2018,~~Shares byin ~~and~~connection ~~among~~with ~~EEP,~~the ~~Enbridge~~Merger ~~Energy~~was ~~Company,~~registered under ~~Inc.,~~the ~~Enbridge~~Securities ~~Energy~~Act ~~Management~~of 1933, ~~L.L.C.~~as amended (the “~~EEQ~~Securities Act”), ~~Enbridge~~pursuant ~~Inc.~~to (“Enbridge~~”),~~’s ~~Enbridge~~registration ~~(U.~~statement on Form S.)-4 ~~Inc~~(Reg No. 333-227767), ~~Winter~~declared ~~Acquisition~~effective ~~Sub~~by ~~II,~~the ~~LLC~~Securities and, ~~solely~~Exchange ~~for~~Commission ~~the~~on ~~purposes~~November 9, of2018. ~~Article~~The I,proxy ~~Article~~statement/prospectus IIincluded ~~and~~in ~~Article~~the XIregistration ~~therein,~~statement ~~Enbridge~~contains USadditional information ~~Holdings~~about ~~Inc. (~~the “Merger ~~Proposal”)~~.

•The ~~Proposal~~foregoing 2:description toof ~~approve~~the Merger Agreement, the ~~adjournment~~Merger ofand the ~~EEP~~other ~~Special~~transactions ~~Meeting~~contemplated ~~from~~thereby ~~time~~does not purport to ~~time,~~be ifcomplete ~~necessary~~and tois ~~solicit~~subject ~~additional~~to ~~proxies~~and ifqualified ~~there~~in ~~are~~its ~~not~~entirety ~~sufficient~~by ~~votes~~reference to ~~approve~~the full text of the Merger Agreement, atincorporated ~~the~~by ~~time~~reference ofto ~~the~~Exhibit 2.1 to EEP’s ~~Special~~Current ~~Meeting~~Report (on Form 8-K filed with the ~~“Adjournment~~Securities ~~Proposal”)~~and Exchange Commission on September 19, 2018.

~~Approval~~Item ~~of Proposal 1 required: (1) the affirmative vote of the holders of at least 66 2/~~3%.01 ofNotice ~~the outstanding EEP units (other than EEP Class F units) (“Unitholder Approval”) and (2) the affirmative vote~~ of ~~the~~Delisting ~~holders~~or ofFailure ato ~~majority~~Satisfy of the outstanding EEP Class A common units (other than EEP Class A common units held by Enbridge and its affiliates) and the outstanding EEP i-units (other than EEP i-units voted at the direction of Enbridge and its affiliates), voting together as a ~~single~~Continued ~~class~~Listing ~~(“Minority~~Rule ~~Approval”).~~or ~~Approval~~Standard; ofTransfer ~~Proposal 2 only required Unitholder Approval. A summary~~ of ~~the~~ ~~voting results for each such proposal is set forth below:~~ Listing.

~~Proposal~~In 1:connection ~~Approval~~with the completion of the Merger, EEP ~~Proposal~~notified the New York Stock Exchange (“NYSE”) that each outstanding EEP Class A Common Unit (other than Excluded Units) was converted into the right to receive the Merger Consideration and requested that NYSE withdraw the listing of the EEP Class A Common Units. Upon EEP’s request, the NYSE filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the EEP Class A Common Units. The EEP Class A Common Units ceased being traded prior to the opening of the market on December 20, 2018, and will no longer be listed on NYSE. In addition, EEP intends to file with the SEC a Form 15 requesting that the reporting obligations of EEP under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), be suspended with respect to the EEP Class A Common Units.

AItem ~~tally~~3.03 ofMaterial ~~the~~Modification ~~votes~~to ~~for~~Rights ~~the~~of ~~Unitholder~~Security ~~Approval is as follows:~~ Holders.

Votes Approving		Votes Disapproving		Votes Abstaining
303,216,571		37,762,718		18,190,598

The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

AAt ~~tally~~the effective time of the ~~votes~~Merger ~~for~~and as further described in the ~~Minority~~Merger ~~Approval~~Agreement, iseach EEP Class A Common Unit (excluding Excluded Units) was converted into the right to receive the Merger Consideration. In connection with the Merger and at the effective time of the Merger, holders of EEP Class A Common Units immediately prior to such time (other than holders of Excluded Units) ceased to have any rights as ~~follows:~~unitholders in EEP (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

Votes Approving		Votes Disapproving		Votes Abstaining
154,924,755		37,762,718		18,190,598

Item 5.01 Changes in Control of Registrant

~~Proposal~~The information 2:set ~~Approval~~forth in Item 2.01 of ~~the~~this ~~Adjournment~~Current ~~Proposal~~Report on Form 8-K is incorporated into this Item 5.01 by reference.

AAs ~~tally~~a result of the ~~votes~~consummation ~~for~~of the ~~Unitholder~~Merger, ~~Approval~~at isthe effective time of the Merger, Merger Sub merged with and into EEP, with EEP continuing as ~~follows:~~the surviving entity and an indirect wholly owned subsidiary of Enbridge.

Votes Approving		Votes Disapproving		Votes Abstaining
302,804,986		37,966,420		18,398,481

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~ITEM~~The 8information set forth under Item 2.01 ~~Other~~of ~~Events~~this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

OnAt ~~December 17,~~the ~~2018,~~effective ~~EEP~~time ~~and~~of ~~EEQ~~the ~~issued~~Merger, Jeffrey A. aConnelly, ~~joint~~Dan A. ~~press~~Westbrook, ~~release~~William S. ~~announcing~~Waldheim, ~~the~~J. Richard ~~results~~Bird, ofJ. Herbert ~~the~~England, ~~EEP~~Mark A. ~~Special~~Maki ~~Meeting~~ and aJohn K. ~~special~~Whelen ~~meeting~~resigned offrom the ~~EEQ shareholders~~board ~~related~~of todirectors of EECI, the ~~proposed~~general ~~merger~~partner of ~~EEQ~~EEP, ~~with~~and athe board ~~wholly~~of ~~owned~~directors ~~subsidiary~~ of ~~Enbridge.~~EEQ, Athe ~~copy~~delegate of the ~~press~~general ~~release~~partner isof ~~attached~~EEP. ~~hereto as Exhibit 99~~Laura J.1 toBuss ~~this~~Sayavedra ~~Current~~also ~~Report~~resigned onfrom ~~Form~~the ~~8-K~~board ~~and~~of ~~is incorporated~~directors ~~herein~~of ~~by reference~~EECI.

Item 95.0103 ~~Financial~~Amendment ~~Statements~~to ~~and~~Articles ~~Exhibits.~~of Incorporation or Bylaws; Change in Fiscal Year

On December 20, 2018, pursuant to the terms of the Merger Agreement, EECI, as the general partner of EEP and on behalf of the limited partners of EEP, executed Amendment No. 2 to the Eighth Amended and Restated Agreement of Limited Partnership of EEP (the “LPA Amendment”), which became effective immediately prior to the Effective Time. The LPA Amendment waives Section 5.10(d)(iii) ~~Exhibits~~of the Partnership Agreement, which prohibits a merger of EEP with Enbridge at any time during which there are any I-Units outstanding, if in such merger a limited partner receives consideration other than cash or common units or a security that is in all material respects the same as a common unit (or, with respect to limited partners holding I-Units, I-Units or a security that is in all material respects the same as an I-Unit).

ExhibitNo.		Description
99.1		Joint Press Release of Enbridge Energy Partners, L.P. and Enbridge Energy Management, L.L.C., dated as of December 17, 2018.

The above description of the LPA Amendment does not purport to be complete and is subject to, and qualified entirely by, the full text of the LPA Amendment, which is filed as Exhibit 3.1 hereto.

~~SIGNATURES~~Item 7.01 Regulation FD Disclosure.

~~Pursuant~~On toDecember 20, 2018, Enbridge, EEP and EEQ issued a joint press release announcing the ~~requirements~~consummation of the ~~Securities~~Merger. ~~Exchange~~A ~~Act~~copy of ~~1934,~~ the ~~registrant~~press ~~has~~release ~~duly~~is furnished ~~caused~~as ~~this~~Exhibit 99.1 ~~report~~ to bethis ~~signed~~Current Report on ~~its~~Form 8-K ~~behalf~~and ~~by the~~is ~~undersigned,~~incorporated ~~thereunto~~herein ~~duly~~by ~~authorized~~reference.

The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of September 17, 2018, by among Enbridge Energy Partners, L.P., Enbridge Energy Company, Inc., Enbridge Energy Management, L.L.C., Enbridge Inc., Enbridge (U.S.) Inc., Winter Acquisition Sub II, LLC and, solely for the purposes of Articles I, II and XI, Enbridge US Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Enbridge Energy Partners, L.P., filed with the Securities and Exchange Commission on September 19, 2018).

3.1		Amendment No. 2, dated as of December 20, 2018, to the Eighth Amended and Restated Agreement of Limited Partnership of Enbridge Energy Partners, L.P., dated as of April 27, 2017.

99.1		Joint Press Release of Enbridge Inc., Enbridge Energy Partners, L.P. and Enbridge Energy Management, L.L.C., dated as of December 20, 2018.

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: December 20, 2018	By:	/s/ Allen C. Capps
		Allen C. Capps
		Controller
		(Duly Authorized Officer)

ENBRIDGE ENERGY PARTNERS, L.P. (Registrant)

Enbridge Energy Management, L.L.C.

as delegate of Enbridge Energy Company, Inc.,its General Partner

Date: December 18, 2018

/s/ Allen C. Capps

Allen C. Capps Controller (Duly Authorized Officer)

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