8-KMaterial AgreementsOther EventsExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Material Agreement (Jun 29, 2009)

Filed June 29, 2009For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) announced a significant strategic move through two merger agreements with TEPPCO Partners, L.P. (TEPPCO). The primary "MLP Merger Agreement" aims to acquire all outstanding limited partner interests in TEPPCO. Under this agreement, TEPPCO unitholders will receive Enterprise common units, with a specified exchange rate of 1.24 Enterprise units per TEPPCO unit. A portion of these units, designated as "Class B Units," will be subject to a distribution deferral for sixteen quarters, converting into common units thereafter. The "GP Merger Agreement" will result in Enterprise acquiring 100% of the limited liability company interests in TEPPCO GP, the general partner of TEPPCO. This transaction also addresses a class action lawsuit filed by TEPPCO unitholders concerning a prior merger proposal. A Memorandum of Understanding (MOU) has been entered into, outlining a proposed settlement. As part of this, TEPPCO's board will recommend unitholder approval of the MLP Merger Agreement, with specific voting requirements to ensure fairness to unaffiliated unitholders. These combined transactions are designed to consolidate operations and potentially enhance value for Enterprise unitholders, pending necessary approvals.

Key Highlights

  • 1Enterprise Products Partners L.P. (EPD) is acquiring TEPPCO Partners, L.P. (TEPPCO) through two merger agreements.
  • 2TEPPCO unitholders will receive Enterprise common units at an exchange rate of 1.24 EPD units per TEPPCO unit.
  • 3A portion of the issued Enterprise units (Class B Units) will have distributions deferred for 16 quarters.
  • 4The transaction also involves acquiring TEPPCO's general partner, TEPPCO GP, through a separate merger agreement.
  • 5A Support Agreement has been executed with key TEPPCO unitholders, including those affiliated with EPCO and Dan L. Duncan, to vote in favor of the mergers.
  • 6A Memorandum of Understanding (MOU) addresses the settlement of a class action lawsuit filed by TEPPCO unitholders regarding a previous merger proposal.
  • 7Completion of the mergers is subject to several conditions, including TEPPCO unitholder approval, regulatory approvals (including HSR Act), and listing of new Enterprise units on the NYSE.

Frequently Asked Questions

Enterprise Products Partners L.P. is acquiring TEPPCO Partners, L.P. through a combination of two merger agreements. The MLP Merger Agreement will acquire TEPPCO's limited partner interests, and the GP Merger Agreement will acquire TEPPCO's general partner. This consolidation aims to integrate TEPPCO's operations into Enterprise.

TEPPCO unitholders will receive Enterprise common units at an exchange rate of 1.24 Enterprise common units for each TEPPCO unit. However, a specific block of units (Designated Units) will be converted into Enterprise Class B Units, which will not receive distributions for the first sixteen quarters after the merger closes, after which they convert into regular Enterprise common units.

Yes, the transaction is linked to a proposed settlement of a class action lawsuit filed by TEPPCO unitholders. A Memorandum of Understanding (MOU) has been entered into, outlining the terms for settling these legal actions, which includes TEPPCO's board recommending the merger to its unitholders.

The completion of the mergers is contingent upon several factors, including the approval of the MLP Merger Agreement by TEPPCO unitholders (with specific provisions for unaffiliated unitholders), the successful conclusion of regulatory reviews (such as the Hart-Scott-Rodino Act), the listing of the new Enterprise common units on the New York Stock Exchange, and the satisfaction of conditions related to both merger agreements.