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8-K - FORM 8-K - ENTERPRISE PRODUCTS PARTNERS L.P. | h81801e8vk.htm |
EX-2.1 - EX-2.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h81801exv2w1.htm |
EX-10.1 - EX-10.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | h81801exv10w1.htm |
Exhibit 99.1
Enterprise Products Partners L.P. and Duncan Energy Partners L.P. Announce Merger Agreement
Houston, Texas (April 29, 2011) Enterprise Products Partners L.P. (NYSE: EPD) and
Duncan Energy Partners L.P. (NYSE: DEP) today announced the execution of a definitive agreement
that would result in a merger whereby DEP would become a wholly-owned subsidiary of EPDs operating
partnership through a unit-for-unit exchange. Under the terms of the definitive agreement, DEP
unitholders would receive 1.01 EPD common units in exchange for each DEP common unit they own at
closing, representing a premium of approximately 35 percent based on the closing price of DEP
common units on February 22, 2011, the last trading day before EPD announced its initial proposal
to acquire all of the common units of DEP owned by the public. Based on the cash distributions to
be paid on May 6, 2011 by DEP and EPD, the merger would also result in a 32 percent increase in per
unit cash distributions for the unitholders of DEP.
We are pleased to announce our agreement to combine these two partnerships, in a transaction
that would be immediately accretive to Enterprises distributable cash flow per unit, simplify our
commercial activities and organizational structure as well as lower our overall cost of financing,
while at the same time providing an attractive premium to DEPs public unitholders, said Michael
A. Creel, president and chief executive officer of EPDs general partner.
The merger is expected to provide benefits to current EPD unitholders by:
| being immediately accretive in terms of distributable cash flow per EPD common unit; |
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| simplifying EPDs commercial and organizational structure resulting from EPDs ownership of 100 percent of the equity interests in certain affiliates, which are now jointly owned with DEP, such as Acadian Gas LLC, Enterprise Texas, Enterprise GC and Mont Belvieu Caverns LLC; | ||
| streamlining the Enterprise partnership structure, which reduces complexity, enhances transparency for debt and equity investors and reduces the overall cost of financing; | ||
| maintaining EPDs financial flexibility as the unit-for-unit exchange finances approximately 77 percent of the $3.3 billion purchase (including DEPs indebtedness which is already consolidated on EPDs balance sheet) with EPD equity; and | ||
| reducing general and administrative costs by approximately $2 million per year primarily from eliminating public company expenses associated with DEP. |
We fully support the combination of these two successful partnerships, said W. Randall
Fowler, president and chief executive officer of DEPs general partner. We believe DEP
unitholders will benefit from the immediate increase in the value of and the distributions on their
EPD common units issued as merger consideration as well as EPDs future growth potential.
The merger is expected to provide benefits to DEP unitholders by:
| providing DEP unitholders with a value premium of approximately 35 percent through the exchange of 1.01 EPD common units for each DEP common unit based on the closing price for DEP common units on February 22, 2011; | ||
| providing DEP unitholders with a substantial increase in distributions, approximately 32 percent based on the 1.01 exchange ratio and the quarterly distribution rates to be paid by DEP and EPD on May 6, 2011; |
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| providing DEP unitholders more liquidity by exchanging DEP common units for EPD common units, which have approximately 16 times the average daily trading volume of DEP; | ||
| providing DEP unitholders an investment in a partnership with a stronger credit profile. EPD is rated BBB-, Baa3 and BBB- by Fitch Ratings, Moodys Investor Service and Standard & Poors, respectively, with an average debt maturity of 10 years compared to DEP which is not rated and has an average debt maturity of less than 3 years; | ||
| providing DEP unitholders with an opportunity to benefit from potential unit price appreciation and increased cash distributions through ownership of EPD units; and | ||
| providing DEP unitholders an ownership in a much larger and more diverse partnership as EPD had over $31 billion of consolidated total assets at December 31, 2010 compared to $5.6 billion of consolidated total assets for DEP. |
The completion of the merger is subject to approval by a majority of the outstanding DEP
common units. A wholly-owned subsidiary of Enterprise owns approximately 58 percent of DEP
outstanding common units and has executed a voting agreement to vote in favor of the merger, which
is sufficient to satisfy this condition. The completion of the merger is also subject to approval
by the affirmative vote of a majority of the votes cast for or against the merger proposal by DEPs
unitholders excluding Enterprise and its affiliates. Completion of the merger, assuming the
requisite DEP unitholder vote is obtained, is expected to occur during the third quarter of 2011.
No vote by EPD unitholders is required.
The members of the Audit, Conflicts and Governance Committee (ACG Committee) for the general
partner of DEP, who evaluated and negotiated the major terms on behalf of DEP, voted unanimously in
favor of the merger. The board of directors for the general partner of EPD also voted unanimously
in favor of the merger.
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Financial advisors for this transaction were Barclays Capital Inc. for EPD and Morgan Stanley
& Co. Incorporated for the ACG Committee of the general partner of DEP. Legal advisors for this
transaction were Andrews Kurth LLP and Morris, Nichols, Arsht, & Tunnell LLP for EPD; Vinson &
Elkins LLP for DEP; and Baker & Hostetler
LLP and Potter Anderson & Corroon LLP for the ACG Committee of the general partner of DEP.
Enterprise Products Partners L.P. is the largest publicly traded partnership and a leading
North American provider of midstream energy services to producers and consumers of natural gas,
NGLs, crude oil, refined products and petrochemicals. EPDs assets include approximately: 50,200
miles of onshore and offshore pipelines; 192 million barrels (MMBbls) of storage capacity for
NGLs, refined products and crude oil; and 27 billion cubic feet (Bcf) of natural gas storage
capacity. Services include: natural gas transportation, gathering, processing and storage; NGL
fractionation, transportation, storage, and import and export terminaling; crude oil and refined
products storage, transportation and terminaling; offshore production platform; petrochemical
transportation and storage; and a marine transportation business that operates primarily on the
United States inland and Intracoastal Waterway systems and in the Gulf of Mexico.
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 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 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
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managed by its general partner, DEP Holdings, LLC, which is a
wholly-owned subsidiary of Enterprise Products Partners L.P.
INVESTOR NOTICE
In connection with the proposed merger, a registration statement of EPD, which will include a
proxy statement of DEP and other materials, will be filed with the Securities and Exchange
Commission (SEC). INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT AND THE DEFINITIVE PROXY STATEMENT/ PROSPECTUS AND THESE OTHER MATERIALS REGARDING THE
PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT EPD, DEP AND THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to
security holders of DEP seeking their approval of the proposed merger. Investors and security
holders may obtain a free copy of the proxy statement/prospectus (when it is available) and other
documents containing information about DEP, without charge, at the SECs website at www.sec.gov.
EPD, DEP and their respective general partners, and the directors and certain of the executive
officers of the respective general partners, may be deemed to be participants in the solicitation
of proxies from the unitholders of DEP in connection with the proposed merger. Information about
the directors and executive officers of the respective general partners of EPD and DEP is set forth
in each companys Annual Report on Form 10-K for the year ended December 31, 2010, each of which
were filed with the SEC on March 1, 2011. These documents can be obtained free of charge from the
sources listed above. Other information regarding the person who may be participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to
be filed with the SEC when they become available.
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FORWARD LOOKING STATEMENTS
This document includes forward-looking statements as defined by the SEC. All statements,
other than statements of historical fact, included herein that address activities,
events or developments that EPD or DEP expects, believes or anticipates will or may occur in
the future, including anticipated benefits and other aspects of the proposed merger, are
forward-looking statements. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, such as the required approvals by
unitholders and regulatory agencies, the possibility that the anticipated benefits from the
proposed mergers cannot be fully realized, and the impact of competition, regulation and other risk
factors included in the reports filed with the SEC by EPD and DEP. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of their dates.
Except as required by law, neither EPD nor DEP intends to update or revise its forward-looking
statements, whether as a result of new information, future events or otherwise.
Contacts: | Randy Burkhalter, Investor Relations (713) 381-6812 or (866) 230-0745 Rick Rainey, Media Relations (713) 381-3635 |
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