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8-K - FORM 8-K - Duncan Energy Partners L.P. | h79942e8vk.htm |
Exhibit 99.1
P.O. Box 4324
Houston, TX 77210
(713) 381-6500
Duncan Energy Partners Receives Buyout Offer
From Enterprise Products Partners
From Enterprise Products Partners
Houston, Texas (February 23, 2011) Duncan Energy Partners L.P. (Duncan Energy
Partners NYSE: DEP) today announced that the chairman of the Audit, Conflicts and Governance
Committee of the board of directors of Duncan Energy Partners general partner received a proposal
from Enterprise Products Partners L.P. (Enterprise NYSE: EPD) whereby Enterprise and certain
affiliates would acquire all of the outstanding publicly-held common units of Duncan Energy
Partners though a unit-for-unit exchange. Subject to the satisfactory negotiation and execution of
definitive agreements, Enterprise is proposing consideration of 0.9545 Enterprise common units for
each issued and outstanding publicly-held Duncan Energy Partners common unit. The proposed
transaction would be structured as a merger of Duncan Energy Partners with a wholly owned
subsidiary of Enterprise. The consideration represents a value of $42.00 for each Duncan Energy
Partners common unit, or a premium of approximately 30 percent, based on the 10-day average closing
price of Duncan Energy Partners common units and the closing price of Enterprise common units on
February 18, 2011.
We received Enterprises merger proposal and will begin our review process, stated William
A. Bruckmann, III, chairman of the Audit, Conflicts and Governance Committee of the board of
directors of the general partner of Duncan Energy Partners.
Enterprise owns 100 percent of the general partner of Duncan Energy Partners and owns
approximately 58 percent of the outstanding common units of Duncan Energy Partners.
Company Information and Use of Forward Looking Statements
Duncan Energy Partners L.P. is a publicly traded partnership that provides midstream energy
services, including gathering, transportation, marketing and storage of natural gas, in addition to
NGL fractionation (or separation), transportation and storage and petrochemical transportation and
storage. Duncan Energy Partners owns interests in assets located primarily in Texas and Louisiana,
including interests in approximately 9,400 miles of natural gas pipelines with a transportation
capacity aggregating approximately 7.9 billion cubic feet (Bcf) per day; more than 1,600 miles of
NGL and petrochemical pipelines featuring access to one of the worlds largest fractionation
complexes at Mont Belvieu, Texas; two NGL fractionation facilities located in south Texas;
approximately 18 million barrels (MMBbls) of leased NGL storage capacity; 8.1 Bcf of leased
natural gas storage capacity; and 34 underground salt dome caverns with more than 100 MMBbls of NGL
and related product storage capacity at Mont Belvieu. Duncan Energy Partners is managed by its
general partner, DEP Holdings, LLC, which is a wholly-owned subsidiary of Enterprise Products
Partners L.P.
This news release includes forward-looking statements. Except for the historical information
contained herein, the matters discussed in this news release are forward-looking statements that
involve certain risks and uncertainties, such as the partnerships expectations regarding future
results, capital expenditures, project completions, liquidity and financial market conditions.
These risks and uncertainties include, among other things, whether the proposed transactions are
consummated at all or on initial terms proposed and factors discussed in the partnerships filings
with the U.S. Securities and Exchange Commission. If any of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary
materially from those expected. The partnership disclaims any intention or obligation to update
publicly or reverse such statements, whether as a result of new information, future events or
otherwise.
This press release does not constitute an offer to sell any securities. Any such offer will
be made only by means of a prospectus, and only if and when a definitive agreement has been entered
into by EPD and DEP, pursuant to a registration statement filed with the Securities and Exchange
Commission (SEC).
If the proposed merger is approved, a registration statement of EPD, which will include a
proxy statement of DEP and other materials, will be filed with the SEC. IF AND WHEN APPLICABLE,
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE DOCUMENTS FILED WITH THE SEC
REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT EPD, DEP AND THE PROPOSED MERGER. If and when applicable, investors and security
holders may obtain a free copy of the proxy statement / prospectus and other documents containing
information about EPD and DEP, without charge, at the SECs website at www.sec.gov.
Contacts: Randy Burkhalter, Investor Relations, (713) 381-6812
Rick Rainey, Media Relations, (713) 381-3635
Rick Rainey, Media Relations, (713) 381-3635
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