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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): December 31, 2015

ENTERPRISE PRODUCTS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-14323	76-0568219
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)

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))

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Enterprise Products Partners L.P. (the "Partnership") announced on March 30, 2015 (i) that Michael A. Creel, then Chief Executive Officer of the Partnership's general partner (the "General Partner"), had indicated his intent to retire at the end of the 2015 calendar year and (ii) that the board of directors (the "Board") of the General Partner had elected A. James Teague to succeed Mr. Creel as Chief Executive Officer of the General Partner upon Mr. Creel's retirement.

On December 31, 2015, Mr. Creel's retirement became effective and Mr. Teague (who previously served as the General Partner's Chief Operating Officer) succeeded Mr. Creel as Chief Executive Officer of the General Partner.  In connection with his retirement, Mr. Creel also resigned from the Board effective as of December 31, 2015.

Mr. Teague (age 70) most recently served as Chief Operating Officer of the General Partner from September 2010 until December 2015 and has served as a director of the General Partner since July 2008.  Mr. Teague served as an Executive Vice President of the General Partner from November 1999 until February 2013.  In addition, he served as the General Partner's Chief Commercial Officer from July 2008 until September 2010.  Mr. Teague joined the Partnership in connection with its purchase of certain midstream energy assets from affiliates of Shell Oil Company in 1999. From 1998 to 1999, Mr. Teague served as President of Tejas Natural Gas Liquids, LLC, then an affiliate of Shell. From 1997 to 1998, he was President of Marketing and Trading for MAPCO Inc.

Effective as of December 31, 2015, in connection with Mr. Creel's retirement, Mr. Creel and Enterprise Products Company ("EPCO") (Mr. Creel's employer and a privately owned affiliate of the General Partner), entered into a Retirement and Release Agreement, in which EPCO agreed that Mr. Creel's retirement shall constitute a "Qualifying Termination" under the terms of Mr. Creel's previously unvested restricted unit and phantom unit awards outstanding pursuant to EPCO's long-term incentive plans, such that those awards vested upon his retirement. As consideration, Mr. Creel agreed, among other things, (i) not to disclose confidential information or trade secrets of EPCO or its affiliates (including the Partnership), (ii) not to solicit any employees or customers of EPCO or its affiliates or engage in competition with EPCO or its affiliates, in each case for a period of twenty-four months following December 31, 2015, and (iii) to waive his right to bring certain claims against EPCO or its affiliates.

Item 8.01.

Other Events.

Management Distribution Recommendations for 2016

On January 4, 2016, the Partnership issued a press release (the "Recommendation Press Release") announcing that its management plans to recommend to the Board distributions totaling $1.61 per unit with respect to 2016, which, if approved by the Board, would represent a 5.2 percent increase compared to a total of $1.53 per unit of distributions declared with respect to 2015.  The Partnership also announced that affiliates of the General Partner have indicated their intention to purchase a total of $200 million of Partnership common units during the first quarter of 2016 through the Partnership's distribution reinvestment plan and/or the Partnership's at-the-market ("ATM") equity issuance program.

A copy of the Recommendation Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The Recommendation Press Release contains statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth in the Recommendation Press Release.

Purchase of Partnership Common Units by Affiliates of General Partner

On January 4, 2016, privately owned affiliates of the General Partner agreed to purchase a total of 3,830,256 common units representing limited partner interests in the Partnership for approximately $100 million, or $26.11 per unit. The offer and sale of securities in connection with the purchase were made by means of a prospectus and related prospectus supplement, which are part of an effective registration statement (File No. 333-205417) filed with the Securities and Exchange Commission relating to the Partnership's ATM equity issuance program.

 

On January 4, 2016, the Partnership issued a press release (the "Purchase Press Release") announcing the transaction, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein

 

by reference. The Purchase Press Release contains statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth in the Purchase Press Release.

Item 9.01.

Financial Statements and Exhibits.

(d)  Exhibits.

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.

	ENTERPRISE PRODUCTS PARTNERS L.P.
	By:	Enterprise Products Holdings LLC,      its General Partner
Date: January 4, 2016		By:	/s/ Michael J. Knesek
		Name:	Michael J. Knesek
		Title:	Senior Vice President, Controller and Principal Accounting Officer

 

EXHIBIT INDEX

 

 

 

 

 

Exhibit 99.1

 

ENTERPRISE MANAGEMENT TO RECOMMEND 5.2% DISTRIBUTION

GROWTH FOR 2016; AFFILIATES OF GP TO PURCHASE

$200 MILLION OF COMMON UNITS IN FIRST QUARTER 2016

Houston, Texas (January 4, 2016) – Enterprise Products Partners L.P. (NYSE:EPD) today announced that its management plans to recommend to the board of its general partner distributions totaling $1.61 per unit with respect to 2016, which, if approved by the board, would represent a 5.2 percent increase compared to a total of $1.53 per unit of distributions declared with respect to 2015.

* Subject to approval by the board of directors of Enterprise's general partner.

Enterprise also announced that affiliates of Enterprise Products Company and its general partner (collectively, "EPCO") have indicated their intention to purchase a total of $200 million of Enterprise common units during the first quarter of 2016 through the partnership's distribution reinvestment plan and/or the partnership's at-the-market ("ATM") equity issuance program.  Enterprise will use the proceeds from these purchases to fund a portion of its growth capital investments and for general company purposes.  EPCO owns approximately 34 percent of Enterprise's common units.

"Historically, it has been Enterprise's practice to not provide guidance with respect to distribution growth; however, due to recent actions by some of our midstream peers to reduce or freeze their dividends/ distributions, we believe it is important to provide our investors with visibility into management's planned recommendations for Enterprise's distribution growth for 2016," said A.J. "Jim"

 

Teague, chief executive officer of Enterprise's general partner.  "While we are entering the second year of a commodity price cycle, which will provide additional challenges as well as opportunities, we believe our partnership model provides us the flexibility to continue to provide our partners with distribution growth in 2016.  This model includes a simple company structure, a supportive general partner, no incentive distribution rights, focus on fee-based cash flows, willingness to sell non-core assets to reinvest in projects that integrate with our value chain and have better returns on capital, moderate distribution growth, solid distribution coverage and reasonable use of financial leverage."

"Our distribution growth is supported by approximately $6.0 billion of new projects that will begin commercial operations and generate new sources of cash flow during 2016.  These projects include our recently completed expansion of the partnership's LPG export facility on the Houston Ship Channel and the final phase of the Aegis ethane pipeline.  One of our long-held financial goals has been to balance consistent distribution growth for our partners with the retention of distributable cash flow to reinvest in the partnership.  We expect to successfully execute on this goal again in 2016," stated Teague.

"EPCO and our general partner continue to be supportive of Enterprise's growth," stated Teague.  "From 2010 through 2015, EPCO purchased approximately $635 million of common units directly from the partnership to provide capital for growth projects.  In 2010, EPCO also facilitated the elimination of our general partner incentive distribution rights in a non-taxable transaction for our partners.  EPCO's financial strength and willingness to reinvest in the partnership continues to provide Enterprise with additional financial flexibility."

"EPCO is pleased to increase our investment in Enterprise by $200 million in the first quarter of 2016," stated Randa Duncan Williams, chairman of EPCO.  "We will also evaluate the purchase of additional common units during 2016 to further support Enterprise's growth.  We are confident in the partnership's strong financial position, innovation and prospects for future distribution growth."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the common units described herein or any other securities.  Each of the anticipated purchases and sales

described above would be made only by means of a prospectus and related prospectus supplement, which are part of an effective registration statement.

Enterprise Products Partners L.P. is one of the largest publicly traded partnerships and a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals.  Our services include: natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage and import and export terminals; crude oil  gathering, transportation, storage and terminals; petrochemical and refined products transportation, storage and terminals; and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway systems.  The partnership's assets include approximately 49,000 miles of  pipelines; 225 million barrels of storage capacity for NGLs, crude oil, refined products and petrochemicals; and 14 billion cubic feet of natural gas storage capacity.

   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, developments or transactions that Enterprise expects, believes or anticipates will or may occur in the future, including anticipated benefits and other aspects of such activities, events, developments or 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 board approvals or approvals by regulatory agencies, the possibility that the anticipated benefits from such activities, events, developments or transactions cannot be fully realized, the possibility that costs or difficulties related thereto 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.

Contacts: Randy Burkhalter, Investor Relations (713) 381-6812 or (866) 230-0745

                Rick Rainey, Media Relations (713) 381-3635

 

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Exhibit 99.2

AFFILIATES OF ENTERPRISE'S GENERAL PARTNER PURCHASE $100 MILLION OF ENTERPRISE COMMON UNITS

Houston, Texas (January 4, 2016) – Enterprise Products Partners L.P. ("Enterprise" NYSE: EPD) announced today that affiliates of its general partner and privately held Enterprise Products Company ("EPCO") purchased a total of 3,830,256 Enterprise common units for approximately $100 million, or $26.11 per unit.  The purchase was executed through Enterprise's at-the-market ("ATM") equity issuance program.  EPCO and its affiliates own approximately 34 percent of Enterprise's common units.  Enterprise will use the proceeds from this transaction to fund a portion of its growth capital investments and for general company purposes.This press release shall not constitute an offer to sell or the solicitation of an offer to buy the common units described herein or any other securities. The purchase and sale described above were made only by means of a prospectus and related prospectus supplement, which are part of an effective registration statement.

Enterprise Products Partners L.P. is one of the largest publicly traded partnerships and a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals.  Our services include:  natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage and import and export terminals; crude oil gathering, transportation, storage and terminals; petrochemical and refined products transportation, storage and terminals; and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway systems.  The partnership's assets include approximately 49,000 miles of pipelines; 225 million barrels of storage capacity for NGLs, crude oil, refined products and petrochemicals; and 14 billion cubic feet of natural gas storage capacity.  Additional information regarding Enterprise can be found on its website, www.enterpriseproducts.com.  

Contacts: Randy Burkhalter, Investor Relations, (713) 381-6812 or (866) 230-0745

                            Rick Rainey, Media Relations (713) 381-3635

 

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