8-KOther EventsExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Corporate Update (Feb 23, 2011)

Filed February 23, 2011For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) announced on February 22, 2011, that it has submitted a formal proposal to acquire all outstanding common units of Duncan Energy Partners L.P. (DEP) in a merger transaction. The proposed exchange ratio is 0.9545 EPD common units for each DEP common unit. This strategic move signals EPD's intent to consolidate its operations and potentially enhance its market position. The proposal is subject to standard conditions, including approvals from EPD's board, DEP's Audit, Conflicts and Governance Committee (ACG Committee), and the negotiation of definitive agreements. The ACG Committee of DEP GP has not yet responded to the proposal. Investors should note that this filing is primarily an announcement of the proposal and does not constitute an offer to sell securities. Further details and important information will be provided in future filings should a definitive agreement be reached.

Key Highlights

  • 1EPD has formally proposed to acquire all outstanding common units of Duncan Energy Partners L.P. (DEP).
  • 2The proposed transaction is structured as a merger of DEP with a wholly owned subsidiary of EPD.
  • 3The proposed consideration is 0.9545 EPD common units for each outstanding DEP common unit.
  • 4The proposal is subject to customary terms and conditions, including board and special committee approvals.
  • 5DEP's Audit, Conflicts and Governance Committee has not yet responded to the proposal.
  • 6EPD filed a press release dated February 23, 2011, announcing this proposal, which is attached as an exhibit.
  • 7The report includes forward-looking statements regarding the potential transaction and its risks.

Frequently Asked Questions

The main event is Enterprise Products Partners L.P. (EPD) submitting a formal proposal to acquire Duncan Energy Partners L.P. (DEP) through a merger. The proposed exchange ratio is 0.9545 EPD common units for each DEP common unit.

The proposal is subject to customary terms and conditions, including approvals from EPD's board, DEP's Audit, Conflicts and Governance Committee, and the successful negotiation of definitive agreements.

As of the filing date, the Audit, Conflicts and Governance Committee of DEP GP has not yet responded to EPD's proposal.

No, this Form 8-K filing does not constitute an offer to sell any securities. It is an announcement of a proposal. Any formal offer would only be made through a prospectus filed with the SEC, if and when a definitive agreement is reached.