8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+3

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Material Agreement (Sep 8, 2011)

Filed September 8, 2011For Securities:EPDEPDU

Summary

This 8-K filing from Enterprise Products Partners L.P. (EPD) primarily announces the completion of its merger with Duncan Energy Partners L.P. (Duncan), effective September 7, 2011. The merger was overwhelmingly approved by Duncan unitholders, with approximately 99.9% of voted units in favor. As a result of the merger, Duncan unitholders will receive 1.01 EPD common units for each Duncan common unit. The filing also details the entry into a new $3.5 billion Revolving Credit Agreement by Enterprise Products Operating LLC (EPO), which replaces an existing facility and will be used to refinance debt and for general corporate purposes. The new credit agreement has a five-year term maturing in September 2016 and is guaranteed by the Partnership. Finally, the company also amended its Limited Liability Company Agreement for Enterprise Products Holdings LLC, increasing the maximum number of directors on its board from twelve to fifteen.

Key Highlights

  • 1Completion of the acquisition of Duncan Energy Partners L.P. (Duncan) via merger, with Duncan unitholders receiving 1.01 EPD common units per Duncan unit.
  • 2The merger was approved by a significant majority of Duncan unitholders.
  • 3Entry into a new $3.5 billion Revolving Credit Agreement by Enterprise Products Operating LLC (EPO), maturing in five years (September 2016).
  • 4The new credit facility replaces the existing credit facility and will be used for refinancing existing debt and for general corporate purposes, including working capital and acquisitions.
  • 5The credit agreement is unsecured but guaranteed by Enterprise Products Partners L.P.
  • 6Interest rates and facility fees under the new credit agreement will vary based on EPD's senior debt credit rating.
  • 7Amendments to the Fifth Amended and Restated Limited Liability Company Agreement of Enterprise Products Holdings LLC to increase the board size from 12 to 15 directors.

Frequently Asked Questions

Enterprise Products Partners L.P. (EPD) has successfully completed its acquisition of Duncan Energy Partners L.P. (Duncan). Duncan unitholders received 1.01 EPD common units for each of their Duncan common units.

The new $3.5 billion Revolving Credit Agreement is not secured by any collateral. However, it is guaranteed by Enterprise Products Partners L.P. The agreement has a five-year term, maturing on September 7, 2016, with potential for one-year extensions.

The applicable interest rate spread for Eurodollar and alternate base rate loans, as well as the facility fee on unused commitments, will vary based on Enterprise Products Partners L.P.'s senior debt credit rating.

The credit agreement includes covenants that restrict Enterprise Products Operating LLC's ability to pay cash distributions to the Partnership if a default or event of default has occurred and is continuing at the time such distribution is scheduled to be paid.