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): March 29, 2010
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
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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1100
Louisiana, 10th Floor
Houston,
Texas 77002
(Address
of Principal Executive Offices, including Zip Code)
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(713)
381-6500
(Registrant’s
Telephone Number, including Area
Code)
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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.):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.01 Changes in Control of the Registrant
Based on information provided to the
general partner of Enterprise Products Partners L.P. (“Enterprise Products
Partners”), upon the death of Dan L. Duncan, voting control of all of the
membership interests of Dan Duncan LLC (“Duncan LLC”) has been transferred on
March 29, 2010 to three voting trustees pursuant to the Dan Duncan LLC Voting
Trust Agreement (the “Trust Agreement”) among Duncan LLC, Dan L. Duncan, as
member, and Dan L. Duncan, as initial sole voting trustee.
Duncan LLC owns 100% of the membership
interest of EPE Holdings, LLC (“EPE Holdings”), which is the 0.01% general
partner of Enterprise GP Holdings L.P. (“Enterprise GP
Holdings”). Enterprise GP Holdings owns 100% of the membership
interest of Enterprise Products GP, LLC, the general partner of Enterprise
Products Partners. Duncan LLC owns directly 100% of the membership
interest in DFI Holdings, LLC (“DFI Holdings”), which owns the sole 1.0% general
partner interest in DFI GP Holdings L.P. (“DFI GP Holdings”), and a 4% limited
partner interest in DFI GP Holdings. DFI GP Holdings owns directly
25,162,804 units of Enterprise GP Holdings (representing approximately 18.1% of
its outstanding units) and 3,100,000 common units of Enterprise Products
Partners (representing less than 1% of its outstanding common
units).
The voting trustees under the Trust
Agreement consist of up to three trustees, who are initially: (1) Randa Duncan
Williams, Mr. Duncan’s oldest daughter who is also an existing director on the
board of the general partner of Enterprise GP Holdings; (2) Ralph Cunningham,
who is currently the President and Chief Executive Officer of the general
partner of Enterprise GP Holdings; and (3) Richard H. Bachmann, who is currently
the Executive Vice President and Chief Legal Officer of the general partner of
Enterprise Products Partners and the President and Chief Executive Officer of
the general partner of Duncan Energy Partners L.P. Messrs. Cunningham
and Bachmann are also currently directors of the general partners of each of
Enterprise GP Holdings, Enterprise Products Partners and Duncan Energy
Partners. The address of each of these voting trustees is 1100
Louisiana Street, 10th Floor, Houston, Texas 77002.
Subsequent to Mr. Duncan’s death, the
Trust Agreement requires that there always be two “Independent Voting Trustees”
serving. If Mr. Bachmann or Mr. Cunningham fail to qualify or cease
to serve, then the substitute or successor Independent Voting Trustee(s) will be
appointed by the then-serving Independent Voting Trustee, provided that if no
Independent Voting Trustee is then serving or if a vacancy in a trusteeship of
an Independent Voting Trustee is not filled within ninety days of the vacancy’s
occurrence, the chief executive officer of the general partner of Enterprise
Products Partners will appoint the successor Independent Voting
Trustee(s).
Subsequent to Mr. Duncan’s death, the
Trust Agreement also provides for a “Duncan Voting Trustee.” The
Duncan Voting Trustee is appointed by the children of Mr. Duncan acting by a
majority or unanimously if less than three children of Mr. Duncan are then
living. If for any reason no descendent of Mr. Duncan is appointed as
the Duncan Voting Trustee, then such trusteeship will remain vacant until such
time as a Duncan Voting Trustee is appointed in the manner provided
above. If a Duncan Voting Trustee for any reason ceases to serve, his
or her successor shall be appointed by the children of Mr. Duncan acting by
majority or unanimously if less than three children of Mr. Duncan are then
living. Randa Duncan Williams is currently the Duncan Voting
Trustee.
The voting trustees are required to
treat the member of Duncan LLC as the beneficial owner for all purposes
whatsoever of the membership interests of Duncan LLC. However, the
voting trustees possess and are entitled to exercise all rights and powers of
absolute ownership and to vote, assent or consent with respect thereto and to
take party in and consent to any corporate or members’ actions (except those
actions, if any, to which the voting trustees may not legally consent) and
subject to the provisions of the Trust Agreement, to receive dividends and
distributions on the Duncan LLC membership interests. Except as
otherwise provided in the Trust Agreement, all actions taken by the voting
trustees are by majority vote.
The voting trustees serve in such
capacity without compensation, but they are entitled to incur reasonable charges
and expenses deemed necessary and proper for administering the Trust Agreement
and to reimbursement and indemnification.
The Trust Agreement will terminate when
(1) the descendants of Dan L. Duncan, and entities directly or indirectly
controlled by or held for the benefit of any such descendant, no longer own any
capital stock of Enterprise Products Company (formerly named EPCO, Inc.); or (2)
upon such earlier date designated by the voting trustees by an instrument in
writing delivered to the member of Duncan LLC.
2
Item
7.01 Regulation FD Disclosure
To the knowledge of Enterprise Products
Partners, neither the estate of Mr. Duncan nor the trust described in Item 5.01
above has any current intent or need to sell units of Enterprise GP Holdings or
Enterprise Products Partners in connection with the estate planning by Mr.
Duncan’s estate.
Item
8.01 Other Events.
On April
1, 2010, Enterprise Products Partners announced that it has executed definitive
agreements to purchase two natural gas gathering and treating systems from
subsidiaries of M2 Midstream LLC (“Momentum”) in a negotiated transaction for
approximately $1.2 billion. These systems are located in Northwest
Louisiana and East Texas and gather natural gas produced from the
Haynesville/Bossier Shales and the Cotton Valley and Taylor Sands
formations. A copy of the press release announcing the transaction is
included as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
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 April 1, 2010.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ENTERPRISE
PRODUCTS PARTNERS L.P.
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| By: |
ENTERPRISE
PRODUCTS GP, LLC,
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| its General Partner | |||
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Date:
April 1, 2010
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By: /s/ Richard H.
Bachmann
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Name:
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Richard
H. Bachmann
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Title:
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Executive
Vice President, Chief Legal Officer and Secretary
of Enterprise Products GP, LLC
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4
Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
release dated April 1, 2010.
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5
EXHIBIT
99.1
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Enterprise Products
Partners L.P.
P.O.
Box 4324
Houston,
TX 77210
(713)
381-6500
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Enterprise
Announces Acquisition of
Natural
Gas Gathering Systems from M2 Midstream
Houston,
Texas (April 1, 2010) – Enterprise Products Partners L.P. (NYSE:EPD) today
announced that it has executed definitive agreements to purchase two natural gas
gathering and treating systems from subsidiaries of M2 Midstream LLC
(“Momentum”) in a negotiated transaction for approximately $1.2
billion. These systems are located in Northwest Louisiana and East
Texas and gather natural gas produced from the Haynesville/Bossier Shales and
the Cotton Valley and Taylor Sands formations.
The State
Line system is located in Desoto and Caddo Parishes, Louisiana and Panola
County, Texas. The system includes 138 miles of natural gas pipelines
with a capacity of approximately 400 million cubic feet per day (MMcfd) and two
treating facilities. The State Line system began operations in
February 2009 and is currently gathering approximately 260 MMcfd. A
50-mile expansion of this system is expected to be completed in June 2010 and
will increase its capacity to 700 MMcfd. The State Line system is
supported by long-term acreage dedications and volumetric commitments from
producers.
The State
Line system will interconnect with the 42-inch Haynesville Extension of
Enterprise’s Acadian natural gas pipeline system. The Haynesville
Extension is currently under construction and expected to be completed in the
third quarter of 2011. Once connected to the Haynesville Extension,
the State Line system can be further expanded to 1.2 billion cubic feet per day
for a nominal cost.
The
Fairplay system is located in Rusk, Panola, Gregg and Nacogdoches counties,
Texas. The system includes 249 miles of natural gas pipelines
(including approximately
62 miles
leased from third parties) with a capacity of approximately 285 MMcfd, and is
currently gathering approximately 180 MMcfd. This system is expected
to be connected to the Enterprise Texas Pipeline system by the first quarter of
2011. The Fairplay system is also supported by long-term acreage
dedications and volumetric commitments from producers.
“We are
excited about this transaction with Momentum, which accelerates our entry into
the Haynesville/Bossier Shale Play and substantially increases our footprint in
the area,” said Enterprise president and chief executive officer Michael A.
Creel. “This purchase offers producers on the State Line system an
alternative to the takeaway pipelines going to Perryville as a result of our
planned connection to the Haynesville Extension which provides producers with an
outlet to markets in South Louisiana and interstate pipelines that serve natural
gas markets in the Southeast United States.”
“The
State Line and Fairplay systems complement Enterprise’s downstream assets and
provide multiple opportunities for synergies, including a long-term gathering
conduit for our Haynesville Extension pipeline and Enterprise Texas Pipeline, as
well as NGL volumes for our Panola Pipeline and downstream Mont Belvieu
fractionation, storage and distribution complex. Natural gas volumes
on the State Line system are expected to increase significantly over the next
five years based on producer forecasts. With our low cost of capital,
we expect this transaction to be accretive to distributable cash flow in the
second half of 2010,” continued Creel.
Completion
of the transaction is subject to customary regulatory approvals, including those
under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary
closing conditions. The transaction is expected to close in early May
2010.
Today,
Enterprise will host a conference call to discuss this
transaction. The call will be broadcast live over the Internet at
9:00 a.m. CDT and may be accessed along with accompanying slides by visiting the
company’s website at www.epplp.com. The event
will be webcast live on the internet and can be accessed along with accompanying
slides via the Enterprise home page at www.epplp.com.
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. Enterprise’s assets include: 48,700
miles of onshore and offshore pipelines; approximately 190 million barrels of
storage capacity for NGLs, refined products and crude oil; and 27 billion cubic
feet of natural gas storage capacity. Services include: natural gas
transportation, gathering, processing and storage; NGL fractionation (or
separation), 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. For
additional information, visit www.epplp.com. Enterprise
Products Partners L.P. is managed by its general partner, Enterprise Products GP
LLC, which is wholly owned by Enterprise GP Holdings L.P. (NYSE:
EPE). For more information on Enterprise GP Holdings L.P. visit www.enterprisegp.com.
FORWARD
LOOKING STATEMENTS
This
press release includes “forward-looking statements” as defined by the Securities
and Exchange Commission. All statements, other than statements of historical
fact, included herein that address activities, events or developments that
Enterprise expects, believes or anticipates will or may occur in the future,
including anticipated benefits and other aspects of the proposed transactions,
are forward-looking statements. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially, including required approvals by regulatory agencies, the possibility
that the anticipated benefits from the proposed transactions cannot be fully
realized, the possibility that costs or difficulties related to integration of
the acquired assets will be greater than expected, the impact of competition and
other risk factors included in the reports filed with the Securities and
Exchange Commission by Enterprise. 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, Enterprise does not intend to
update or revise its forward-looking statements, whether as a result of new
information, future events or otherwise.
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Contacts:
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Randy Burkhalter, Investor
Relations (713) 381-6812 or (866)
230-0745
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Rick
Rainey, Media Relations (713)
381-3635
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