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Bracewell Represents EEP and EEQ Special Committees in Enbridge Inc.’s Acquisitions of All Public Equity of Enbridge Energy Management and Enbridge Energy Partners

HOUSTON – Bracewell LLP represented the Special Committee of the Board of Directors (the Board) of Enbridge Energy Management, L.L.C. (EEQ) and the Special Committee of the Board in its capacity as the delegate of Enbridge Energy Company, Inc., which is the sole general partner of Enbridge Energy Partners, L.P. (EEP), in connection with the acquisition of all public equity of EEQ and EEP by Enbridge Inc. (Enbridge).

EEP and EEQ entered into separate definitive agreements under which Enbridge will acquire all of the outstanding public Class A common units of EEP and all of the outstanding public listed shares of EEQ. The acquired equity of the combined transactions is valued at $3.5 billion based on the closing price of Enbridge’s common shares on the New York Stock Exchange on September 17, 2018.

Pursuant to the agreement for the EEP buy-in, EEP public unitholders will receive 0.3350 common shares of Enbridge for each Class A common unit of EEP (the EEP Exchange Ratio), which represents an 8.7 percent increase to the exchange ratio of 0.3083 Enbridge common shares per EEP Class A common unit proposed by Enbridge on May 17, 2018. Pursuant to the agreement for the EEQ buy-in, EEQ public shareholders will receive 0.3350 common shares of Enbridge for each listed share of EEQ, which is at parity with the EEP Exchange Ratio.

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Bracewell lawyers involved in this transaction included:

Partners: Will Anderson, Bradley J. Benoit, Stephen B. Crain, Mark K. Lewis, Lance W. Behnke, Michele J. Alexander, Daniel E. Hemli and Timothy A. Wilkins

Counsel: Diane M. Crabtree

Associates: Benjamin J. Martin, Charlotte Keenan, Andrew W. Monk, Jay N. Larry, Drew Taggart and Ryan Davis