- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 10 2011 - 6:01AM
Edgar (US Regulatory)
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): August 9, 2011
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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1-14323
(Commission File Number)
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76-0568219
(I.R.S. Employer
Identification No.)
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1100 Louisiana Street, 10
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Floor, Houston, Texas
(Address of Principal Executive Offices)
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77002
(Zip Code)
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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:
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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))
TABLE OF CONTENTS
Item 8.01. Other Events.
Unaudited Pro Forma Condensed Consolidated Financial Information
The purpose of this filing is to provide investors with unaudited pro forma condensed
consolidated financial information in connection with the proposed merger of Duncan Energy Partners
L.P. (DEP) with a wholly owned subsidiary of Enterprise Products Partners L.P. (EPD) updated as
of June 30, 2011. Exhibit 99.1 to this Current Report on Form 8-K presents the following unaudited
pro forma condensed consolidated financial information, which has been prepared in accordance with
Article 11 of Regulation S-X:
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Unaudited pro forma condensed consolidated balance sheet as of June 30,
2011;
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Unaudited pro forma condensed statement of consolidated operations for
the six months ended June 30, 2011;
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Unaudited pro forma condensed statement of consolidated operations for the
year ended December 31, 2010; and
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Notes to unaudited pro forma condensed consolidated financial statements.
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Announcement Regarding Potential Five-Year Bank Credit Facility
On August 9, 2011, EPD launched the formal syndication of a new $3.25 billion 5-year bank
credit facility. Prior to launch, EPD had already received approximately $3.2 billion of informal
lender commitments from its largest banks for this new facility. This facility, which is guaranteed
by EPD, but under which Enterprise Products Operating LLC (a wholly owned subsidiariy of EPD
(EPO)) is the borrower, would replace EPOs existing $1.75 billion credit facility, which matures
in the fourth quarter of 2012. Completion of the new bank credit facility remains subject to
negotiation of a definitive credit agreement and customary closing conditions.
The proposed merger of DEP with a wholly owned subsidiary of EPD (the Duncan Merger) is not
conditioned on the completion of the new bank credit facility. However, assuming that the Duncan
Merger is completed in September 2011, this new bank facility is expected to be available to
refinance DEPs bank credit facilities, which would be terminated upon completion of the Duncan
Merger. At June 30, 2011, DEP had $1.15 billion of debt outstanding.
INVESTOR NOTICE
In connection with the proposed merger, EPD has filed a registration statement (Registration
No. 333-174321), which includes a prospectus of EPD and a proxy statement of DEP and other
materials, 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 ANY OTHER MATERIALS FILED OR TO BE FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION WHEN
THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EPD, DEP
AND THE PROPOSED MERGER. A definitive proxy statement / prospectus has been 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 and other documents containing information
about DEP, without charge, at the SECs website at
www.sec.gov
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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 the proxy statement /
prospectus,
each partnerships Annual Report on Form 10-K for the year ended
December 31, 2010,
which were each filed with the SEC on March 1, 2011, and subsequent statements of changes in
beneficial ownership on file with the SEC. These documents can be obtained free of charge from the
source listed above.
Item 9.01 Financial Statement and Exhibits.
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Exhibit No.
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Description
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99.1
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Unaudited Pro Forma Condensed Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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ENTERPRISE PRODUCTS PARTNERS L.P.
By: Enterprise Products Holdings LLC, its General Partner
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Date: August 10, 2011
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By:
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/s/ Michael J. Knesek
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Name:
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Michael J. Knesek
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Title:
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Senior Vice President, Controller and Principal
Accounting Officer of Enterprise Products Holdings LLC
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Unaudited Pro Forma Condensed Consolidated Financial Statements.
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