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Wilkerson + Bryan WILKERSON + BRYAN WILKERSON & BRYAN, P.C. ATTORNEYS & COUNSELORS 405 SOUTH HULL STREET MONTGOMERY, ALABAMA 36104 TEL. 334.265.1500 MAILING ADDRESS POST OFFICE BOX 830 36101-0830 FAX 331.265.0319 d,um crv ~kc?rsonbrsnn.con~ December 15,2009 VIA HAND DELIWRY Mr. Walter L. Thomas, Jr., Secretary Alabama Public Service Commission 100 N. Union Street RSA Building, Room 850 Montgomery, AL 361 04 Re: Notification of the Transfer of Control Dear Mr. Thomas: On behalf of Enbridge Midcoast Energy, LP ("Enbridge") and American Midstream, LLC ("American Midstream"), we hereby advise the Alabama Public Service Commission ("APSC" or the "Commission") of the transfer of control of Enbridge Pipelines (AlaTenn) L.T,.C., an interstate natural gas pipeline with facilities in Alabama and Tennessee, and various Alabama intrastate gathering or transmission pipeline conlpanies owned by Enbridge to American Midstream. The change of control occurred on November 4,2009, with an effective date of November 1,2009, as a result of American Midstream's acquisition of all of Enbridge's membership interest pursuant to an October 2, 2009 Membership Interest Purchase and Sale Agreement between Enbridge and American Midstream. Details of this transaction are set out below. Description of the Comeanies Enbridge Entities Enbridge is a privately held limited partnership organized under the laws of the State of Delaware and is a wholly-owned affibte of Enbridge Energy Partners, L.P., which is publicly traded on the New York Stock Exchange (NYSE: EEP). Enbridge Energy Partners, L.P. is based in Houston, Texas, with regional offices in Texas, Alabama, Kansas, Louisiana, Mississippi and Calgary, Alberta, Canada, and is a leading provider of natural gas transportation, gathering, processing and marketing services, owning and operating over eighty (80) transmission, end-user and gathering pipeline systems. Enbridge Energy Partners, L.P. acquired all the assets of Midcoast Energy Walter L. Thomas, Jr. Page 2 December 15.2009 Resources Inc. ("Midcoast"), formerly known as Enbridge Midcoast Encrgy, L.P., in October 2002 and is in turn owned by Enbridge Inc. of Calgary, Alberta, Canada. The following subsidiaries of Enbridge Energy Partners, L.P. were transferred to Enbridge prior to the transaction and hold the stated operating authority from the Commission: Enbridge Pipelines (Bamagas Intrastate) Inc. was originally incorporated in the State of Delaware on June 16,2000 as Bamagas Company, Inc., a wholly owned subsidiary of Midcoast, but changed its legal name to Enbridge Pipelines (Bamagas Intrastate) Inc. on October 15,2001. On November 27,2000, in Docket 27713, this Commission issued a Certificate of Public Convenience and Necessity ('"CPCN") to Bamagas Company as a transportation company to construct and operate a gas transmission pipeline and to transport and/or sell natural gas fi-om a proposed interconnection with the fhcilities of Tennessee Gas Pipeline Company, at or near Barton, Alabama, eastward to a proposed interconnection with the kcilities of Midcoast Interstate Transmission, Inc, for use at Calpine Corporation's facilities at or near Decatur, Alabama. By further Order of this Commission dated July 16,2002, the Cormnission approved the conversion of Bamagas' certificated name 6om Bamagas Company, Inc. to Enbridge Pipelines (Bamagas Intrastate) L.L.C. In Docket 19967, the Commission granted Enbridge Pipelines (Tennessee River) L.L.C. (formerly known as Tennessee River Intrastate Gas Company, Inc. or "Tri-Gas") a CPCN to construct and operate intrastate pipeline facilities located in Colbert County, Alabama. This CPCN was later amended by Order of the Commission dated June 6,1989, in Docket 21008, to permit the transportation and sale of natural gas and other services to, fiom and between Colbert and Lawrence counties, Alabama, and was further amended in Docket 21 930 on September 9,1991, to authorize the transportation and sale of natural gas to the City of Decatur, Alaband an extension of its existing facilities in Lawrence County, Alabama. Tri-Gas' CPCN was later amended in Docket 23621 on July 11,1994, to allow for the transportation and sale of natural gas in Morgan County7Alabama, and the construction and acquisition of facilities to transport natural gas to Monsanto Company, outside the city limits of Decatur, Alabama; and on August 5, 1998, in Docket U-3883, the Commission approved an amendment to Tri-Gas' CPCN to permit the transportation and sale of natural gas to Lagus Corporation and Bunge Corporation, at or near Decatur, Alabama. On July 16, 2002, in Docket 21930, the Commission approved TriGas' petition to convert from Enbridge Pipelines (Tennessee Intrastate) Inc. to Enbridge Pipelines (Tennessee River) L.L.C. Lastly, on February 9,2006, in Docket 19967, the Commission approved the partial abandonment of Tri-Gas' CPCN involving the interconnecting facilities between Enbridge Pipelines (AlaTenn), L.L.C. and Texas Eastern Transmission Corp. On January 8,1990, in Docket 21291, the Commission granted a CPCN to Magnolia Pipeline Corporation for the construction, operation and use of a natural gas pipeline in Bibb, Chilton, Hale and Tuscaloosa counties. This CPCN was amended by the Commission on November 26,2002, permitting Enbridge Pipelines (Alabama Intrastate) Inc. to assume jurisdiction over Magnolia Pipeline Corporation and then transferring the CPCN iiom Enbridge Pipelines (Alabama Intrastate) Inc. to Enbridge Pipelines (Alabama Intrastate), L.L.C. Walter L. Thomas, Jr. Pa~e3 December 15,2009 On December 4, 2002, in Docket 28770, thc Commission granted Enbridge Pipelines (Alabama Gathering) Inc. and Enbridge Pipelines (Alabama Gathering), L.L.C. a CPCN to own and operate certain pipeline facilities in Lamar, Fayette and Tuscaloosa counties, previously known as Magnolia Gathering, Inc. and approved the conversion of Enbridge Pipelines (Alabama Gathering) Inc. to Enbridge Pipelines (Alabama Gathering) L.L.C. Enbridge Pipelines (Alabama Gathering) L.L.C. is itself comprised of the following systems: 1. The Detroit System gathered and transported natural gas fiom a well in Lamar County, Alabama through a pipeline system that interconnected with the Northwest Alabama Gas District ('WWAGD"). On May 2,2006, the Commission issued an order in Docket 28770 approving the abandonment of the portion of Enbridge Pipelines (Alabama Gathering), L.L.C's CPCN governing the Detroit System. 2. The Fayette System pipeline gathers and transports natural gas &om approximately twenty-two (22) wells in Fayette County, Alabama. The systcm was built in various stages between 1976 and 1986 and also interconnects with the NWAGD. 3. The Moores Bridge System was comprised of a transmission pipeline located in Tuscaloosa County, Alabama, that interconnected with the facilities of NWAGD, Alagasco and Sonat, Inc. On February 9,2006, the Commission issued an order in Docket 28770 approving the abandonment of the portion of Enbridge Pipelines (Alabama Gathering), L.L.C.'s CPCN governing the Moores Bridge Pipeline. 4. The Happy Hills System is a gathering system located in Fayette County, Alabama, and is contiguous with the Fayette System. The system, built in 1986, was purchased by Midcoast in 1996 and interconnects with the NWAGD. American Midstream American Midstream, a privately-owned Delaware limited liability company, has as its sole member American Midstream Partners, LP, a limited Delaware partnership that operates midstream natural gas-gathering and transmission facilities and provides a comprehensive range of services that link energy suppliers to utility, industrial, commercial and residential consumers. American Midstream Partners, LP, is, in turn, managed through a general partnership that is majority owned by the American Infrastructure MLP Funds, a private investment h. American Midstream is headquartered with American Midstream Partners, LP in Denver, Colorado, which also has an office in Houston, Texas, and field operating offices in Alabama, Louisiana and Mississippi. Im~actof the Transaction on Alabama Customers The change of control will result in no change to the rates, terms or services provided by Enbridge to its Alabama customers. Walter L. Thomas, Jr. Yaee 4 December 15,2009 Manaeement and Contact Information A post-transaction corporate organizational chart is attached as Exhibit "A." The new address for Enbridge to be used for official notices is: American Midstream Partners, LP Attn: William B. Mathews, VP and General Counsel 1200 17th Street Suite 2100 Denver, Colorado 80202 Phone: (303) 95 1-4284 Fax: (303) 951-4276 with copies to (which shall not constitute notice): Wilkerson & Bryan, P.C. 405 South Hull Street Montgomery, AL 36104 Attn: Mark D. Wilkerson Fax: 334.265.03 19 Email: [email protected] The financial records of Enbridge will be transitioned to and then maintained at: American Midstream Partners, LP 1200 17th Street Suite 2100 Denver, Colorado 80202 Phone: (303) 951 -4284 Fax: (303) 95 1-4276 Information pertaining to American Midstream's management team is attached as Exhibit "B." Should you have any questions or comments regarding this transaction, do not hesitate to contact me. Respectllly submitted, WILmRSON & BRYAN, P.C. Attachments Walter L. Thomas, Jr. Yaee 5 December 15,2009 cc: Honarabk John Gamer Robert Reed Joe White Dennis Kelly Exhibit B American Midstream Partners, LP Management Team Brian Bierbach, President and CEO e 29 years of experience in the eilergy industry 0 Prcsident and CEO of Footl-rills Energy \'eiltures
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