SEC Info

Home

Search

My Interests

Help

Sign In

Please Sign In

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 7/08/02  Enbridge Energy Partners LP       S-3/A                 21:1030                                   Merrill Corp/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement   HTML  2,043K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: S-3/A       Pre-Effective Amendment to Registration Statement    PDF    961K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 3: EX-1.1      Underwriting Agreement                                44    190K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws     59    254K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders     3     15K 
 6: EX-4.2      Instrument Defining the Rights of Security Holders    91    398K 
 7: EX-5.1      Opinion re: Legality                                   2     14K 
 8: EX-8.1      Opinion re: Tax Matters                                1     10K 
 9: EX-10.1     Material Contract                                     78    389K 
10: EX-10.2     Material Contract                                     15     61K 
11: EX-10.3     Material Contract                                      9     31K 
12: EX-10.4     Material Contract                                     11     38K 
13: EX-10.5     Material Contract                                     15     53K 
14: EX-10.6     Material Contract                                     16     52K 
15: EX-10.7     Material Contract                                      9     33K 
16: EX-23.2     Consent of Experts or Counsel                          1      8K 
17: EX-23.3     Consent of Experts or Counsel                          1      8K 
18: EX-23.4     Consent of Experts or Counsel                          1      9K 
19: EX-23.5     Consent of Experts or Counsel                          1      8K 
20: EX-23.6     Consent of Experts or Counsel                          1      9K 
21: EX-23.7     Consent of Experts or Counsel                          1      8K 

Use these links to rapidly review the document
TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on July 8, 2002

Registration No. 333-89552
Registration No. 333-89588
Registration No. 333-89618

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to
FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Enbridge Energy Management, L.L.C.

(Exact name of registrant as specified in its charter)

Chris Kaitson
1100 Louisiana, Suite 3300
Houston, Texas 77002
(713) 650-8900
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies to:

        Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / /

        If any of the securities registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / /

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

        The registrants hereby amend these registration statements on such date or dates as may be necessary to delay their effective date until the registrants shall file a further amendment which specifically states that these registration statements shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until these registration statements shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

        These registration statements contain a prospectus to be used in connection with the offer and sale of shares of Enbridge Energy Management, L.L.C. These registration statements also register:

•

the deemed offer and sale of Enbridge Energy Partners, L.P. i-units to be acquired by Enbridge Energy Management, L.L.C. with substantially all of the net proceeds of the offering of the shares of Enbridge Energy Management, L.L.C., pursuant to Rule 140 under the Securities Act of 1933; and



•

the obligation of Enbridge Inc. to purchase the shares of Enbridge Energy Management, L.L.C. under specified circumstances pursuant to the terms of an agreement between Enbridge Inc. and Enbridge Energy Management, L.L.C., for itself and for the express benefit of the holders of such shares.

Subject to Completion. Dated July 8, 2002.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statements filed with the Securities and Exchange Commission are effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

10,000,000 Shares

Representing Limited Liability Company Interests

ENERGY MANAGEMENT, L.L.C.

        This is an initial public offering of our shares representing limited liability company interests, a class of our equity with limited voting rights. We are offering 10,000,000 of our shares through the underwriters named below, including 500,000 shares to be offered to our affiliate, Enbridge Energy Company, Inc.

        Prior to this offering, there has been no public market for our shares. We expect our shares to be offered at a price within approximately 5% of the closing price of Enbridge Energy Partners, L.P. Class A common units prior to the determination of the offering price of our shares. The closing price of the Class A common units, which trade on the NYSE under the symbol "EEP," was $44.84 on July 2, 2002. We have applied to list our shares on the NYSE under the symbol "        ."

        (continued on following page)

        Investing in our shares involves risk. See "Risk Factors" beginning on page 30 to read about factors you should consider before buying our shares. These risks include, but are not limited to, the following:

•

An active trading market for our shares may not develop, and even if such a market does develop, the market price of our shares may be less than the price you paid for your shares in this offering and less than the market price of the Class A common units of Enbridge Energy Partners, L.P.

•

Because our only assets will be i-units in Enbridge Energy Partners, L.P., our financial condition and results of operations will depend solely upon the performance of Enbridge Energy Partners, L.P.

•

Our management may have different interests than you and may not always conduct our business as you would wish.

•

The fiduciary duties owed by our board of directors to our shareholders and the fiduciary duties owed by our board of directors and by the general partner of Enbridge Energy Partners, L.P. to its limited partners have been restricted or eliminated.

•

As an owner of shares, you will have limited voting rights, and, therefore, will have little opportunity to influence or change our management.

•

Your shares are subject to optional and mandatory purchase provisions that could result in your having to sell your shares at a time or price that you do not like.

•

Our discretion in establishing cash reserves at Enbridge Energy Partners, L.P. gives us the ability to reduce the amount of cash available for distribution to the holders of its units, which will reduce the distributions on your shares.

•

Because Enbridge Energy Partners, L.P.'s Lakehead system depends upon shipments of crude oil and liquid petroleum from the Enbridge system, decisions by Enbridge Inc. with respect to the Enbridge system could adversely affect the level of deliveries on the Lakehead system.

•

Because we depend upon Enbridge Inc. and its affiliates for employees to manage the business and affairs of Enbridge Energy Partners, L.P., its business could be adversely affected by a decrease in the availability of employees from Enbridge Inc. and its affiliates.

        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1)

No discount or commission is being paid on the sale of 500,000 shares being purchased by Enbridge Energy Company, Inc. Thus, the total underwriting discount does not include any discount on these shares, and the proceeds, before expenses, to Enbridge Energy Management, L.L.C. include the full per share initial public offering price of these shares.

        To the extent that the underwriters sell more than 10,000,000 shares, the underwriters have the option to purchase up to an additional 1,500,000 shares from us at the initial public offering price less the underwriting discount.

        The underwriters expect to deliver the shares against payment in New York, New York on              , 2002.

Goldman, Sachs & Co.

Prospectus dated            , 2002.

        We are a recently formed limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. We will manage and control the business and affairs of Enbridge Energy Partners, L.P. and will use substantially all of the proceeds of this offering to acquire a new class of limited partner interests, referred to as i-units, in Enbridge Energy Partners, L.P.

        When Enbridge Energy Partners, L.P. makes cash distributions on its common units, the number of i-units we own will be increased, and we will make distributions on our shares in the form of additional shares. As an owner of our shares, you will receive a number of additional shares equal to the amount of cash you would have received had you owned Enbridge Energy Partners, L.P. common units, divided by the average market price of our shares. On May 15, 2002, Enbridge Energy Partners, L.P. paid a regular quarterly cash distribution of $0.90 per common unit, or $3.60 per common unit on an annualized basis.

[MAP OF NORTH AMERICA DEPICTING EXISTING SYSTEMS OWNED BY ENBRIDGE INC. AND ENBRIDGE PARTNERS AND THE MIDCOAST, NORTHEAST TEXAS AND SOUTH TEXAS SYSTEMS, WHICH ARE TO BE ACQUIRED BY ENBRIDGE PARTNERS FROM ENBRIDGE ENERGY COMPANY]

 
TABLE OF CONTENTS

i

ii

iii

Until                  , 2002, all dealers that buy, sell or trade our shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

iv

   
PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before buying shares in this offering. Therefore, you should read this entire prospectus carefully, including the risks discussed in the section titled "Risk Factors." This prospectus also contains and incorporates by reference important information about Enbridge Energy Partners, L.P. and Enbridge Inc., including information about their businesses and financial and operating data, all of which you should read carefully before buying shares in this offering.

        As used in this prospectus, the term "Enbridge Management" and the terms "we," "our," "us" and similar terms refer to Enbridge Energy Management, L.L.C., unless the context otherwise requires. In addition, we refer to Enbridge Energy Partners, L.P. as "Enbridge Partners," and we refer to Enbridge Energy Company, Inc., the general partner of Enbridge Partners and a wholly owned subsidiary of Enbridge Inc., as "Enbridge Energy Company." As used in this prospectus, the term "common units" includes collectively the Class A common units and the Class B common units of Enbridge Partners, and the term "units" includes collectively the Class A common units, the Class B common units and the i-units of Enbridge Partners. The information presented in this prospectus assumes that the underwriters do not exercise their option to purchase additional shares from us.

For a description of the risks relating to an investment in our shares, please read "Summary of Risk Factors" beginning on page 6 of this prospectus and "Risk Factors" beginning on page 30 of this prospectus.

   
Enbridge Management

        We are a recently formed Delaware limited liability company that has elected to be treated as a corporation for U.S. federal income tax purposes. By agreement with Enbridge Energy Company, we will manage and control the business and affairs of Enbridge Partners. We will use substantially all of the proceeds of this offering to acquire i-units in Enbridge Partners, and we will have no assets or operations other than those related to our interest in Enbridge Partners. As a result, our financial condition and results of operations will be dependent upon the performance of Enbridge Partners.

        The shares that are being sold in this offering have limited voting rights and are not entitled to vote to elect our directors. All of our shares that are entitled to vote to elect our directors are owned by Enbridge Energy Company. We have applied to list the shares being sold in this offering on the New York Stock Exchange under the symbol "      ."

   
Enbridge Partners

        Enbridge Partners is a publicly traded Delaware limited partnership that owns and operates crude oil and liquid petroleum transportation assets and natural gas gathering, treating, processing, transmission and marketing assets in the United States. The Class A common units of Enbridge Partners are traded on the New York Stock Exchange under the symbol "EEP."

        Enbridge Partners was formed in 1991 by Lakehead Pipe Line Company, Inc., the predecessor of Enbridge Energy Company, to own and operate the Lakehead system, which is the U.S. portion of a crude oil and liquid petroleum pipeline system extending from western Canada through the upper and lower Great Lakes region of the United States to eastern Canada. On December 27, 1991, Enbridge Partners completed its initial public offering of 17,390,000 Class A common units at $21.50 per unit. The closing price of Enbridge Partners' Class A common units on the NYSE on July 2, 2002 was $44.84 per unit. Since Enbridge Partners' initial public offering, it has increased its

1

quarterly cash distribution by 53% from $0.59 per unit to $0.90 per unit, or $3.60 per unit on an annualized basis.

        Prior to May 2001, Enbridge Partners was solely a transporter of crude oil and liquid petroleum through its Lakehead system. Enbridge Partners began to diversify geographically and operationally by acquiring a crude oil gathering and transportation system known as the North Dakota system in May 2001, and a natural gas gathering, treating, processing and transmission system known as the East Texas system in November 2001. In May 2002, Enbridge Partners agreed to acquire Enbridge Energy Company's Midcoast, Northeast Texas and South Texas systems. This acquisition represents Enbridge Partners' next step in diversifying its business, both geographically and operationally, and materially increases the scale of its business.

Existing Systems

        Enbridge Partners' existing business consists of the following three systems:

•

Lakehead System:  The Lakehead system consists primarily of crude oil and liquid petroleum transportation and storage assets in the Great Lakes and Midwest regions of the United States. This system, together with the Enbridge system in Canada owned by Enbridge Inc., forms the longest, and one of the most sophisticated, crude oil and liquid petroleum pipeline systems in the world. The Enbridge/Lakehead system, which spans 3,100 miles, has been in operation for over 53 years and is the primary transporter of crude oil and liquid petroleum from western Canada to the United States. The Enbridge/Lakehead system serves all the major refining centers in the Great Lakes and Midwest regions of the United States and the Province of Ontario, Canada. Through its interconnection with the Enbridge system, the Lakehead system is well positioned to capitalize on expected increases in crude oil supplies over the next ten years from heavy crude oil and oil sands projects in the Province of Alberta, Canada announced by energy producers.



•

East Texas System:  Enbridge Partners acquired the East Texas system on November 30, 2001 for approximately $230 million. This system includes approximately 2,000 miles of natural gas gathering and transmission pipelines, four natural gas treating plants, two of which are currently active, and three natural gas processing plants, two of which are currently active.



•

North Dakota System:  Enbridge Partners acquired the North Dakota system from Enbridge Inc. on May 18, 2001 for approximately $35 million. This system includes approximately 330 miles of crude oil gathering lines connected to a transportation line that is approximately 620 miles long. The North Dakota system interconnects directly with the Lakehead system, which supplements and diversifies its access to crude oil supplies.

Midcoast, Northeast Texas and South Texas Systems

        Enbridge Partners has agreed to acquire the following three systems from Enbridge Energy Company for approximately $929 million at the same time that we close this offering:

•

Midcoast System:  The Midcoast system was acquired by a subsidiary of Enbridge Energy Company on May 11, 2001 for approximately $625 million. Excluding the Canadian assets, which will be retained by Enbridge Energy Company, this system includes approximately 4,000 miles of natural gas gathering and transmission pipelines, with an aggregate throughput capacity of approximately four billion cubic feet per day, and natural gas treating and processing assets in the Mid-Continent and Gulf Coast regions of the United States. The portion of the Midcoast system Enbridge Partners will acquire includes:



•

four interstate FERC regulated natural gas transmission pipeline systems;

2

•

20 intrastate natural gas transmission and wholesale customer pipeline systems;



•

 30 gathering and processing/treating systems, including three processing and two treating plants; and



•

 98 trucks and trailers and 45 rail cars used for transporting natural gas liquids, or "NGLs," crude oil and carbon dioxide.



•

Northeast Texas System:  The Northeast Texas system was acquired by a subsidiary of Enbridge Energy Company on March 1, 2002 for approximately $178 million. This system includes approximately 1,200 miles of natural gas gathering pipelines, seven natural gas treating plants, five of which are currently active, and five natural gas processing plants, three of which are currently active.



•

South Texas System:  The South Texas system was acquired by a subsidiary of Enbridge Energy Company on January 2, 2002 for approximately $9 million. This system includes approximately 175 miles of natural gas gathering pipelines, a hydrogen sulfide treating plant and an inactive natural gas processing plant. The South Texas gathering system also interconnects with a 500-mile natural gas transmission pipeline system that Enbridge Energy Company has the right to acquire for $41 million. Enbridge Partners will acquire this right from Enbridge Energy Company as part of the acquisition of the Midcoast, Northeast Texas and South Texas systems.

        These systems will significantly increase the scope and scale of Enbridge Partners' natural gas operations and provide a platform from which Enbridge Partners can pursue new growth opportunities. The Midcoast system has a strong track record of growth and provides an attractive combination of stable cash flows and potential earnings growth. The Northeast Texas system, which is located adjacent to Enbridge Partners' East Texas system, will increase Enbridge Partners' presence in the strategic Gulf Coast region and provide operational flexibility and cost efficiencies. The natural gas transmission pipeline system that Enbridge Partners will have the right to acquire connects with the South Texas system and would provide a stable base of revenues from existing contracts as well as capacity to capitalize on potential increased supply from nearby offshore and onshore natural gas fields.

        Subsidiaries of Enbridge Energy Company have completed approximately $83.6 million in enhancement capital expenditures to these three systems since they were acquired. These expenditures include:

•

$49 million to construct the BamaGas pipeline in Alabama;



•

$6 million to acquire an additional natural gas processing facility in Texas;



•

$16 million in other enhancement capital expenditures; and



•

$12.6 million to acquire compression assets on the Northeast Texas system that were previously under lease.

        In addition, Enbridge Energy Company plans to acquire an additional $8.4 million in compression assets on the Northeast Texas system that are currently under lease. The $929 million purchase price includes the purchase of these additional compression assets.

        The systems and assets described above that will be acquired by Enbridge Partners are sometimes referred to as the "acquired systems."

3

Business Strategy

        Enbridge Partners' objective is to continue to increase cash distributions to unitholders. To achieve this objective, Enbridge Partners intends to:

•

Expand and increase the utilization of the Lakehead system's capacity to meet expected growing supply of and demand for crude oil and liquid petroleum in the markets it serves.



•

Develop and acquire complementary energy delivery assets, particularly in the Gulf Coast region of the United States, and improve the financial performance and operating efficiency of acquired assets. Enbridge Partners anticipates increased availability of attractive acquisition targets and believes that it is well positioned to acquire additional assets.

Competitive Strengths

        Enbridge Partners' business strategy is driven by the following competitive strengths:

•

Strategic Market Position:  The Lakehead system is the primary transporter of western Canadian crude oil to the Great Lakes and Midwest regions of the United States and the sole transporter of western Canadian crude oil to the Province of Ontario, Canada.



•

Diversified Business and Geographical Presence:  Following the acquisition of the acquired systems, Enbridge Partners' business will consist of a diverse group of energy delivery assets located in some of the most significant areas of hydrocarbon supply and demand.



•

Low Cost Operations:  The Enbridge/Lakehead system is among the lowest cost transporters of crude oil and liquid petroleum in North America, based on operating cost per barrel mile transported.



•

Competitive Cost of Capital:  Enbridge Partners' cost of capital, due to its partnership structure, helps it compete more effectively in acquiring assets and expanding its existing systems.



•

Enhanced Access to Capital Markets:  The institutional share/i-unit structure established in connection with this offering broadens Enbridge Partners' access to the equity capital markets.



•

Experienced Management:  Our management has substantial industry experience and a strong track record of growth through acquisitions, having completed over 30 acquisitions in the last five years.



•

Beneficial Relationship with Enbridge Inc.:  Enbridge Partners is an integral part of Enbridge Inc.'s goal of being a leading North American energy delivery company and is its primary vehicle for acquiring mature energy delivery assets in the United States.

Recent Developments

•

Increase in Distribution:  Enbridge Partners increased its regular quarterly distribution from $0.875 to $0.90 per common unit effective with the distribution it paid on February 15, 2002. On May 15, 2002, Enbridge Partners paid a regular quarterly cash distribution of $0.90 to its common unitholders, its second distribution at the rate of $0.90 per quarter, or $3.60 per common unit on an annualized basis.



•

Equity Offering:  In early 2002, Enbridge Partners closed a public offering of its Class A common units, which raised net proceeds of approximately $93 million. The net proceeds were used to repay approximately $75 million in debt owed to an affiliate of Enbridge Inc. and to repay a portion of Enbridge Partners' revolving credit facility.

4

   
Enbridge Inc.

        Enbridge Inc., based in Calgary, Alberta, provides energy transportation, distribution and related services in North America and internationally and had assets of Cdn$13.1 billion as of December 31, 2001. Enbridge Inc. is the ultimate parent company of Enbridge Energy Company, the general partner of Enbridge Partners. In addition to its ownership of the Canadian portion of the Enbridge/Lakehead system, Enbridge Inc. also owns and operates Enbridge Consumers Gas, Canada's largest natural gas local distribution company based on number of customers, which provides distribution services in the provinces of Ontario and Quebec and the State of New York. Enbridge Inc.'s common stock is traded on The Toronto Stock Exchange and the New York Stock Exchange under the symbol "ENB."

   
Offices

        The principal executive offices of Enbridge Management and Enbridge Partners are located at 1100 Louisiana, Suite 3300, Houston, Texas 77002 and the telephone number is (713) 650-8900. The principal executive offices of Enbridge Inc. are located at 3000, 425 - 1st Street SW, Calgary, Alberta T2P 3L8, and the telephone number is (403) 231-3900.

5

   
Summary of Risk Factors

        You should be aware that there are risks relating to an investment in our shares. For more information about these risks, see "Risk Factors." You should carefully consider these risk factors together with all of the other information appearing elsewhere or incorporated by reference in this prospectus before you invest in our shares.

Risks Related to Our Shares, the i-Units and Enbridge Management

•

An active trading market for our shares may not develop, and even if such a market does develop, the market price of our shares may be less than the price you paid for your shares in this offering and less than the market price of the Class A common units of Enbridge Partners.



•

The value of the quarterly distribution of an additional fractional share that you will receive per share may be less than the quarterly distribution of cash that Enbridge Partners' common unitholders will receive per common unit.



•

If Enbridge Partners were treated as a corporation for U.S. federal income tax purposes, the value of our shares would be substantially reduced, and the owner of our voting shares would have the right to merge us into Enbridge Partners.



•

Enbridge Partners may issue additional common or other classes of units, and we may issue additional shares, which would dilute your ownership interest.



•

Because our only assets will be i-units in Enbridge Partners, our financial condition and results of operations will depend solely upon the performance of Enbridge Partners.



•

Your shares are subject to optional and mandatory purchase provisions that could result in your having to sell your shares at a time or price that you do not like.



•

The terms of our shares may be changed in ways you may not like, because our board of directors will have the power to change the terms of our shares in ways our board determines, in its sole discretion, are not materially adverse to you.



•

Enbridge Inc. may be unable to satisfy its obligation to purchase our shares upon the occurrence of a mandatory purchase event, including upon the liquidation of Enbridge Partners, which likely would result in a loss in value of our shares.



•

If we are not fully reimbursed or indemnified for obligations and liabilities we incur in managing the business and affairs of Enbridge Partners, we may be unable to pay those liabilities and the value of our shares could decline.



•

If a person or group, other than Enbridge Inc. and its affiliates, owns 20% or more of the aggregate number of issued and outstanding Enbridge Partners common units and our shares, that person or group may not vote its shares; as a result, you are less likely to receive a premium for your shares in a change of control situation.



•

The shares you own are not entitled to vote to elect our directors, and, therefore, you will have little or no opportunity to influence or change our management.



•

Our discretion in establishing cash reserves at Enbridge Partners gives us the ability to reduce the amount of cash available for distribution to holders of its units, which will reduce the distributions on your shares.

6

Risks Related to Enbridge Partners' Business

•

Enbridge Partners' pipeline systems might be used less if demand for, or supply of, crude oil, natural gas and/or NGLs decreases.



•

Changes in Enbridge Partners' tariff rates or challenges to its tariff rates could have a material adverse effect on Enbridge Partners' financial condition and results of operations.



•

Rate proceedings involving the Kansas pipeline system, if resolved adversely to Enbridge Partners, could adversely affect Enbridge Partners results of operations.



•

Competition from other pipelines may reduce Enbridge Partners' revenues.



•

Enbridge Partners' gas marketing operations involve market risks.



•

Enbridge Partners' results may be adversely affected by commodity price volatility and risks associated with its hedging activities.



•

Natural gas transportation, delivery and sales contracts with a relatively small number of customers accounted for a significant portion of the gross margin attributable to the Midcoast system, and Enbridge Partners may not be able to renew or replace those contracts as they expire.



•

A decline in the availability of natural gas from the producing regions that supply the East Texas, Midcoast, Northeast Texas and South Texas systems may reduce utilization of capacity on those pipeline systems.



•

Compliance with environmental and operational safety regulations, including any remediation of soil or water pollution or hydrostatic testing of its pipeline systems, may increase Enbridge Partners' costs and reduce its revenues.



•

Failure of pipeline operations due to unforeseen interruptions or catastrophic events may adversely affect Enbridge Partners' business and financial condition.



•

Enbridge Partners' acquisition strategy may be unsuccessful if Enbridge Partners incorrectly predicts combined operating results, is unable to identify and complete future acquisitions and integrate acquired assets or businesses, or is unable to raise financing on acceptable terms.



•

Oil measurement losses on the Lakehead system can be materially impacted by changes in estimation, commodity price differentials, and other factors.

Risks Related to Conflicts of Interest and Limitations on Fiduciary Duties

•

The interests of Enbridge Inc. may differ from our interests, the interests of our shareholders and the interests of limited partners of Enbridge Partners, and our board of directors may consider the interests of all parties to a conflict, not just your interests, in making important business decisions.



•

Because Enbridge Partners' Lakehead system depends upon shipments of crude oil and liquid petroleum from the Enbridge system, decisions by Enbridge Inc. with respect to the Enbridge system could adversely affect the level of deliveries on the Lakehead system.



•

Because we depend upon Enbridge Inc. and its affiliates for employees to manage the business and affairs of Enbridge Partners, its business could be adversely affected by a decrease in the availability of employees from Enbridge Inc. and its affiliates.

7

•

Enbridge Inc. is not restricted from directly competing with Enbridge Partners in many circumstances, and this competition could have an adverse impact on Enbridge Partners' financial condition and results of operations.



•

Your ability to challenge the decisions of our board of directors will be limited, because our limited liability company agreement restricts or eliminates a number of the fiduciary duties that otherwise would be owed by our board of directors to our shareholders, and the partnership agreement of Enbridge Partners restricts or eliminates a number of the fiduciary duties that otherwise would be owed by our board of directors and by the general partner of Enbridge Partners to the limited partners of Enbridge Partners.



•

We may increase the cash reserves of Enbridge Partners, which will decrease cash distributions on its common units and the value of distributions of additional shares we make to you.



•

Because Enbridge Inc. is a Canadian corporation and many of its and our officers and directors are Canadian citizens who reside in Canada, it may be difficult to serve legal process on them and enforce civil liabilities against them.

8

   
Organizational Structure

        The following charts depict a simplified organizational structure of Enbridge Inc. and Enbridge Partners immediately prior to this offering and the acquisition of the Midcoast, Northeast Texas and South Texas systems and the organizational structure following the offering and the acquisition.

Prior to the Offering and Acquisition

9

  Following the Offering and Acquisition

        Following this offering, subsidiaries of Enbridge Inc. are expected to own collectively 11.6% of Enbridge Partners through their ownership of our shares and general and limited partner interests in Enbridge Partners.

10

   
Acquisition of the Midcoast, Northeast Texas and South Texas Systems

        On May 16, 2002, Enbridge Partners agreed to acquire the Midcoast, Northeast Texas and South Texas systems from Enbridge Energy Company. Enbridge Energy Company owns these systems through its ownership of Enbridge Midcoast Energy, Inc. and its subsidiaries. In this prospectus, we refer to Enbridge Midcoast Energy, Inc. as "Enbridge Midcoast Energy."

        Prior to the contribution of Enbridge Midcoast Energy and its subsidiaries that own the acquired systems to Enbridge Partners, Enbridge Midcoast Energy and certain of these subsidiaries will merge with or convert into limited partnerships and limited liability companies. Enbridge Energy Company will contribute these limited partnerships and limited liability companies to Enbridge Partners in exchange for the consideration discussed below, but will retain the Canadian assets owned by Enbridge Midcoast Energy.

        The consideration to be received by Enbridge Energy Company for the contribution of the acquired systems is $929.1 million. Enbridge Partners will fund this consideration through the assumption of $900.0 million in debt related to these systems, payment of $18.8 million in cash and issuance of an additional $10.3 million equity interest in Enbridge Partners. This additional equity interest will satisfy Enbridge Energy Company's obligation to maintain its 2% general partner interest in Enbridge Partners, primarily related to the issuance of i-units to us. The cash portion of the purchase price will be funded by Enbridge Partners by borrowings under its existing credit facility or from affiliates of Enbridge Inc. The debt to be assumed by Enbridge Partners is owed to affiliates of Enbridge Inc. The purchase price is subject to adjustment at closing for working capital, capital expenditures and other items.

        The purchase price of the acquired systems approximates their book value and reflects the retention by Enbridge Energy Company of the deferred tax liability related to the contribution of the acquired systems to Enbridge Partners.

        A committee of independent members of the board of directors of Enbridge Energy Company, the general partner of Enbridge Partners, negotiated the purchase price and the terms of the acquisition on behalf of Enbridge Partners and recommended that the board of directors of the general partner approve the acquisition on behalf of Enbridge Partners.

        One of the conditions to the closing of this offering will be the successful closing of the acquisition by Enbridge Partners of the acquired systems. Enbridge Partners will use the proceeds it receives from the sale of i-units to us to repay a portion of the debt owed to affiliates of Enbridge Inc. that it will assume in connection with the acquisition.

11

   
The Offering

12

   
Our Shares

13

14

15

16

17

18

19

20

21

   
Summary Financial Information of Enbridge Partners

        You should read the following summary financial information of Enbridge Partners in connection with the financial statements and related notes appearing elsewhere or incorporated by reference in this prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Enbridge Partners — Results of Operations" beginning on page 65. The historical results of Enbridge Partners are not necessarily indicative of results to be expected in future periods.

        Enbridge Partners acquired the North Dakota system on May 18, 2001 and the East Texas system on November 30, 2001. The summary financial information of Enbridge Partners as of and for the year ended December 31, 2001 and the three months ended March 31, 2002 reflects the inclusion of these systems since the dates they were acquired.

22

(1)

The general partner's allocation of net income with respect to its general partner interest in the following amounts has been deducted before calculating net income per common unit: 1997, $4.4 million; 1998, $8.0 million; 1999, $9.1 million; 2000, $8.8 million; 2001, $9.1 million; and the three months ended March 31, 2001 and 2002, $2.1 million and $3.2 million, respectively. The weighted average number of outstanding common units for each period is as follows: 1997, 24.4 million; 1998, 26.2 million; 1999, 28.0 million; 2000, 28.9 million; 2001, 30.2 million and the three month periods ended March 31, 2001 and 2002, 28.9 million and 33.7 million, respectively.

(2)

We define EBITDA as net income before (a) depreciation and amortization, (b) interest expense, net of capitalized interest, (c) minority interests, (d) interest and other income and (e) income taxes. EBITDA is used as a supplemental financial measurement in the evaluation of our business, as described more fully below, and should not be considered as an alternative to net income as an indicator of our operating performance, cash flows from operating activities or other cash flow data calculated in accordance with generally accepted accounting principles or as a measure of liquidity. EBITDA is not defined under generally accepted accounting principles and thus, it may not be the same as similarly titled measures used by others.

EBITDA is used as a supplemental financial measure to assess: (a) the ability of assets to generate cash sufficient to pay interest costs and make cash distributions to unitholders, (b) the financial performance of assets and (c) the appropriateness of the purchase price of assets being considered for acquisition. As such, this supplemental financial measure provides a basis for management to assess liquidity and measure performance over time and in relation to companies who own similar assets.

(3)

"Barrel miles" is a measurement of how fully a pipeline is used over its length and is calculated by multiplying the amount of each individual delivery (measured in barrels) by the distance it is shipped (measured in miles) and then adding the results so obtained for all deliveries.

(4)

"Deliveries" means the amount of liquid hydrocarbons delivered by a pipeline to certain points along the system and is quantified using a barrel as a unit of measure. "Barrels per day" (or "bpd") delivery data is a measurement of average deliveries for the indicated period and is computed by dividing the number of barrels delivered for the period by the number of days in the period.

(5)

East Texas system operating statistics for 1999, 2000 and 2001 are shown on a full-year basis for informational purposes. Enbridge Partners acquired the East Texas system on November 30, 2001.

(6)

In millions of British thermal units per day, or "MMBtu/day."

23

   
Summary Financial Information of Enbridge Midcoast Energy

        You should read the following summary financial information of Enbridge Midcoast Energy in connection with the financial statements and related notes appearing elsewhere in this prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Enbridge Midcoast Energy — Results of Operations" beginning on page 71. The historical results of Enbridge Midcoast Energy are not necessarily indicative of results to be expected in future periods.

        Summary financial information for the year ended December 31, 2001 is presented as two separate periods due to the acquisition of Enbridge Midcoast Energy by Enbridge Energy Company on May 11, 2001. The acquisition was accounted for using the purchase method of accounting effective May 1, 2001.

        Enbridge Midcoast Energy acquired the South Texas system on January 2, 2002 and acquired the Northeast Texas system on March 1, 2002. The summary financial information of Enbridge Midcoast Energy as of and for the three months ended March 31, 2002 reflects the inclusion of these systems since the dates they were acquired.

        The summary financial information for all periods beginning after April 30, 2001 reflect the financial performance of the assets under the ownership and management of Enbridge Energy Company.