Summary
Enterprise Products Partners L.P. (EPD) announced a significant strategic move through an Agreement and Plan of Merger, dated April 28, 2011, to acquire Duncan Energy Partners L.P. (DEP). Under the terms of the proposed merger, DEP common unitholders will receive 1.010 EPD common units for each DEP common unit they hold, with cash to be paid in lieu of fractional units. This transaction is structured as a merger where DEP will survive as a wholly owned subsidiary of Enterprise. The merger is subject to customary closing conditions, including regulatory approvals, the effectiveness of a registration statement on Form S-4 for the EPD common units to be issued, receipt of tax opinions, and listing approval on the NYSE. A key condition is the approval by a majority of the outstanding DEP common units, with a specific requirement for approval from a majority of the unaffiliated DEP unitholders who vote. The Merger Agreement includes termination provisions, with a drop-dead date of October 31, 2011. The special committees and boards of both companies have approved the transaction, deeming it fair and in the best interests of their respective unitholders.
Key Highlights
- 1Enterprise Products Partners L.P. (EPD) to acquire Duncan Energy Partners L.P. (DEP) through a merger.
- 2DEP unitholders to receive 1.010 EPD common units per DEP common unit.
- 3Transaction is structured as a merger with DEP becoming a wholly owned subsidiary of EPD.
- 4The acquisition is subject to regulatory approvals, unitholder votes, and SEC filings (Form S-4).
- 5A separate vote of unaffiliated DEP unitholders is required for approval.
- 6Both companies' boards and special committees have approved the merger, deeming it fair and advisable.
- 7Merger Agreement includes termination clauses and a target closing date of October 31, 2011.