8-KOther EventsExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Corporate Update (Sep 21, 2009)

Filed September 21, 2009For Securities:EPDEPDU

Summary

This 8-K filing by Enterprise Products Partners L.P. (EPD) on September 21, 2009, primarily serves to announce the filing of unaudited pro forma condensed consolidated financial statements related to the proposed merger between EPD and TEPPCO Partners, L.P. These pro forma statements present a combined financial picture of the two entities as if the merger had already occurred, providing investors with a forward-looking view of the potential financial impact. The report also includes historical financial statements for TEPPCO, enabling investors to conduct their own due diligence on the target company. The filing emphasizes the importance of the Form S-4 registration statement, which contains a prospectus and TEPPCO's proxy statement. Investors are strongly encouraged to review these documents carefully, as they detail crucial information about both companies and the terms of the merger. The company is highlighting potential risks and uncertainties associated with the merger and its integration, as well as broader market and operational factors that could affect the combined entity's performance. This disclosure is critical for investors to assess the potential rewards and risks of participating in or holding EPD securities post-merger.

Key Highlights

  • 1Filing of unaudited pro forma condensed consolidated financial statements for the proposed merger between Enterprise Products Partners L.P. (EPD) and TEPPCO Partners, L.P.
  • 2Inclusion of TEPPCO's historical consolidated financial statements (Form 10-K for 2008 and Form 10-Q for Q2 2009) for investor review.
  • 3Announcement of the Form S-4 registration statement filing with the SEC, which includes a prospectus for EPD and a proxy statement for TEPPCO.
  • 4Strong recommendation for investors to carefully read the Form S-4, definitive proxy statement/prospectus, and other related SEC filings for comprehensive information.
  • 5Detailed disclosure of numerous risk factors that could impact the success of the merger and the combined company's future performance.
  • 6Information regarding the participants in the proxy solicitation for the TEPPCO security holders.
  • 7Exhibits filed include consent of auditor, unaudited pro forma financials, and TEPPCO's historical financial statements.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with unaudited pro forma condensed consolidated financial statements that reflect the potential combined financial position of Enterprise Products Partners L.P. (EPD) and TEPPCO Partners, L.P., assuming their proposed merger has occurred. It also makes available TEPPCO's historical financial statements and directs investors to crucial merger-related documents filed with the SEC.

Detailed information about the proposed merger is available in the registration statement on Form S-4 (Registration No. 333-161185) filed by Enterprise Products Partners L.P. with the SEC. This includes a prospectus for EPD and a proxy statement for TEPPCO security holders. Investors are urged to carefully review these documents, which can be accessed for free on the SEC's website (www.sec.gov) or by contacting the investor relations departments of EPD or TEPPCO.

The filing lists a wide range of risks, including challenges in integrating the businesses post-merger, failure to achieve anticipated cost savings and synergies, environmental liabilities, maintaining credit ratings, declines in transportation volumes, reduced demand for energy products, fluctuations in commodity prices, competition, and impacts from current and future laws and regulations. Investors should refer to the proxy statement/prospectus for a comprehensive list of risk factors.

The filing includes TEPPCO's historical consolidated financial statements from its Annual Report on Form 10-K for the year ended December 31, 2008, and its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2009. These are provided as Exhibits 99.2 and 99.3 respectively.