UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2011
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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1-14323
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76-0568219 |
(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
incorporation)
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Identification No.) |
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1100 Louisiana Street, 10th Floor, Houston, Texas
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77002 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (713) 381-6500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
Other Events.
On February 22, 2011, Enterprise Products Partners L.P. (EPD) delivered a formal proposal to
the chairman of the Audit, Conflicts and Governance Committee (the ACG Committee) of DEP
Holdings, LLC (DEP GP), the general partner of Duncan Energy Partners L.P. (DEP) to acquire all
of the outstanding common units of DEP, for consideration of 0.9545 common units of EPD for each
outstanding common unit of DEP, in a transaction to be structured as a merger of DEP with a wholly
owned subsidiary of EPD. The proposal by EPD is subject to customary terms and conditions,
including applicable board and special committee approvals and the negotiation of definitive
agreements. The ACG Committee of DEP GP has not responded to EPD at this time.
A copy of the EPD press release dated February 23, 2011 announcing the proposal to DEP is
attached to this Form 8-K as Exhibit 99.1.
Forward-Looking Statements
This current report on Form 8-K includes forward-looking statements. Except for the
historical information contained herein, the matters discussed in this report are forward-looking
statements that involve certain risks and uncertainties, such as EPDs 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 EPDs
filings with the U.S. Securities and Exchange Commission (SEC). If any of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those expected. EPD disclaims any intention or obligation to
update publicly or reverse such statements, whether as a result of new information, future events
or otherwise.
Important Notice to Investors
This current report on Form 8-K 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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated February 23, 2011. |
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