Summary
Enterprise Products Partners L.P. (EPD) has announced a significant development through an 8-K filing dated November 11, 2014, detailing an Agreement and Plan of Merger to acquire Oiltanking Partners, L.P. This strategic move involves EPD acquiring Oiltanking through its subsidiary MergerCo. Upon completion of the merger, Oiltanking will become a wholly-owned subsidiary of EPD, and its common unitholders (excluding those held by EPD and its affiliates) will receive 1.30 EPD common units for each Oiltanking common unit they hold. This transaction is expected to be accretive and is supported by the Oiltanking Conflicts Committee and the Oiltanking GP Board, subject to unitholder approval and regulatory clearances.
Key Highlights
- 1EPD to acquire Oiltanking Partners, L.P. in a merger transaction.
- 2Oiltanking common unitholders to receive 1.30 EPD common units per Oiltanking common unit.
- 3EPD currently owns approximately 66% of Oiltanking's outstanding common units, facilitating the transaction.
- 4The merger is subject to Oiltanking unitholder approval and customary closing conditions, including regulatory approvals.
- 5A Support Agreement is in place, with EPD's subsidiary EPO committing to vote its Oiltanking units in favor of the merger.
- 6The Oiltanking Conflicts Committee and Oiltanking GP Board have unanimously approved the merger, deeming it fair and in the best interests of Oiltanking unaffiliated unitholders.
- 7The transaction has an outside termination date of March 31, 2015.
Frequently Asked Questions
This 8-K filing announces a material definitive agreement for Enterprise Products Partners L.P. (EPD) to merge with and acquire Oiltanking Partners, L.P. It outlines the terms of the merger, the consideration to be paid to Oiltanking unitholders, and the conditions required for completion.
Oiltanking common unitholders, other than those held by EPD and its affiliates, will receive 1.30 common units of Enterprise Products Partners L.P. for each Oiltanking common unit they own. Cash will be paid in lieu of fractional units.
EPD, through its subsidiary EPO, already owns approximately 66% of Oiltanking's outstanding common units. This significant ownership stake simplifies the approval process, as EPO's units represent a majority vote needed for the merger's approval, and EPD has secured a Support Agreement to ensure these units are voted in favor.
The merger is contingent upon several conditions, including the approval of the merger by a majority of Oiltanking's outstanding common unitholders, the receipt of applicable regulatory approvals, the effectiveness of EPD's registration statement for the new units, and the absence of any material adverse effects on either company. The transaction also has an outside termination date of March 31, 2015.