Item 8.01 Other Events.
On
September 24, 2009, Enterprise Products Partners L.P. (the
“Partnership” or “Enterprise”), Enterprise
Products OLPGP, Inc. (“OLPGP”) and Enterprise Products Operating LLC (“EPO”) entered into an
underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc., Banc of
America Securities LLC, Morgan Stanley & Co. Incorporated, BNP Paribas Securities Corp. and Mizuho
Securities USA Inc., as representatives of the several underwriters named on Schedule I thereto
(the “Underwriters”), relating to the public offering of $500,000,000 principal amount of EPO’s
5.25% Senior Notes due 2020 (the “2020 Notes”) and $600,000,000 principal amount of EPO’s 6.125%
Senior Notes due 2039 (the “2039 Notes,” and together with the 2020 Notes, the “Notes”). The Notes
are guaranteed on an unsecured and unsubordinated basis by the Partnership (the “Guarantee,” and
together with the Notes, the “Securities”). Closing of the issuance and sale of the Securities is
scheduled for October 5, 2009.
The offering of the Securities has been registered under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 (Registration Nos.
333-145709 and 333-145709-01) (the “Registration Statement”), as supplemented by the Prospectus
Supplement dated September 24, 2009 relating to the Securities, filed with the Securities and
Exchange Commission (“Commission”) pursuant to Rule 424(b) of the Securities Act (together with the
accompanying prospectus dated August 7, 2007, the “Prospectus”).
The Underwriting Agreement provides that the obligations of the Underwriters to purchase the
Notes are subject to approval of legal matters by counsel and other customary conditions. The
Underwriters are obligated to purchase all the Notes if they purchase any of the Notes. The
Partnership, EPO and EPO’s general partner have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the Underwriters may be required to make because of any of those liabilities. The Underwriting
Agreement contains other customary representations, warranties and agreements. The summary of the
Underwriting Agreement in this report does not purport to be complete and is qualified by reference
to such agreement, which is filed as an exhibit hereto and incorporated herein by reference. The
Underwriting Agreement contains representations, warranties and other provisions that were made or
agreed to, among other things, to provide the parties thereto with specified rights and obligations
and to allocate risk among them. Accordingly, the Underwriting Agreement should not be relied upon
as constituting a description of the state of affairs of any of the parties thereto or their
affiliates at the time it was entered into or otherwise.
The Prospectus provides that EPO will use net proceeds from the offering (i) to repay $500.0
million in aggregate principal amount of its senior notes due October 2009 at maturity, (ii) to
temporarily reduce borrowings outstanding under its multi-year revolving credit facility and (iii)
for general company purposes. The Partnership expects to use some of the increased availability
under the multi-year revolving credit facility to repay and terminate indebtedness under the credit
facility of TEPPCO Partners, L.P. (“TEPPCO”) upon the consummation of the merger with TEPPCO, and
to finance capital expenditures and other growth projects. Affiliates of the Underwriters are
lenders under EPO’s multi-year revolving credit facility and, accordingly, will receive a
substantial portion of the proceeds from the offering of Notes. In addition, from time to time the
Underwriters engage in transactions with the Partnership and its affiliates in the ordinary course
of business. The Underwriters have performed investment banking services for the Partnership and
its affiliates in the last two years and have received fees for these services.
The Securities are being issued under the Indenture, dated as of October 4, 2004 (the
“Indenture”), among EPO (as successor to Enterprise Products Operating L.P.), as issuer, the
Partnership, as guarantor, and Wells Fargo Bank, N.A., as trustee, (collectively, as amended and
supplemented by the Tenth Supplemental Indenture, dated as of June 30, 2007, providing for EPO as
successor issuer, the “Base Indenture”) as amended by the Sixteenth Supplemental Indenture thereto
(the “Supplemental Indenture”). The terms of the Securities and the Supplemental Indenture are
further described in the Prospectus Supplement under the captions “Description of the Notes” and
“Description of Debt Securities,” which descriptions are incorporated herein by reference and filed
herewith as Exhibit 99.2. Such descriptions do not purport to be complete and are qualified by
reference to the Base Indenture, which is filed as an exhibit hereto and incorporated herein by
reference and the Supplemental Indenture, which will be filed upon execution thereof.
On September 24, 2009, the Partnership issued a press release relating to the public offering
of the Notes contemplated by the Underwriting Agreement. A copy of the press release is furnished
herewith as Exhibit 99.1.
Investor Notice
In connection with the proposed merger, Enterprise has filed a registration statement on Form
S-4 (Registration No. 333-161185), which includes a prospectus of Enterprise and a proxy statement
of TEPPCO and other materials, with the Securities and Exchange Commission (“SEC”). INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT FILED WITH THE SEC 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 ENTERPRISE, TEPPCO AND THE PROPOSED MERGER. A definitive proxy
statement/prospectus seeking approval of the proposed merger from TEPPCO security holders was sent
to such security holders on or about September 15, 2009. Investors, security holders and the public
may obtain a free copy of the proxy statement/prospectus and other documents containing information
about Enterprise and TEPPCO, without charge, at the SEC’s website at www.sec.gov. Copies of the
registration statement and the definitive proxy statement/prospectus and the SEC filings that will
be incorporated by reference in the proxy statement/prospectus may also be obtained for free by
directing a request to: (i) Investor Relations: Enterprise Products Partners L.P., (866) 230-0745,
or (ii) Investor Relations, TEPPCO Partners, L.P., (800) 659-0059.
TEPPCO, its general partner and the directors and management of such general partner may be
deemed to be “participants” in the solicitation of proxies from TEPPCO’s security holders in
respect of the proposed merger. INFORMATION ABOUT THESE PERSONS AND THE INTERESTS OF SUCH PERSONS
IN THE SOLICITATION OF PROXIES IN RESPECT OF THE PROPOSED MERGER CAN BE FOUND IN THE PROXY
STATEMENT/PROSPECTUS, TEPPCO’S 2008 ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT STATEMENTS OF CHANGES
IN BENEFICIAL OWNERSHIP ON FILE WITH THE SEC.
Forward-Looking Statements
This report and the attached exhibits contain various forward-looking statements and
information that are based on the beliefs of Enterprise and TEPPCO and those of their respective
general partners, as well as assumptions made by Enterprise and TEPPCO and information currently
available to them. When used in this report, words such as “anticipate,” “project,” “expect,”
“plan,” “goal,” “forecast,” “intend,” “could,” “believe,” “may,” and similar expressions and
statements regarding plans and objectives for future operations, are intended to identify
forward-looking statements. They include statements regarding the timing and expected benefits of
the business combination transaction involving Enterprise and TEPPCO, including:
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expected commercial and operational synergies over time;
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cash flow growth and accretion;
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future distribution increases and growth;
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internal growth projects;
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future issuances of debt and equity securities; and
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other objectives, expectations and intentions and other statements that are not historical facts.
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These statements are based on the current expectations and estimates of the management of
Enterprise and TEPPCO and their respective general partners; actual results may differ materially
due to certain risks and uncertainties. Although Enterprise, TEPPCO and their respective general
partners believe that the expectations reflected in such forward-looking statements are reasonable,
they cannot give assurances that such expectations will prove to be correct. For instance, although
Enterprise and TEPPCO have signed a merger agreement, there is no assurance that they will complete
the proposed merger. The merger agreement will terminate if TEPPCO does not receive the necessary
approval of their unitholders, and also may be terminated if any conditions to closing are not
satisfied. Other risks and uncertainties that may affect actual results include:
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Enterprise’s failure to successfully integrate the
respective business operations of Enterprise and
TEPPCO upon completion of the merger or its failure
to successfully integrate any future acquisitions,
maintain key personnel and customer relationships
and obtain favorable contract renewals;
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the failure to realize the anticipated cost savings,
synergies and other benefits of the proposed merger;
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the success of risk management activities;
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environmental liabilities or events that are not
covered by an indemnity, insurance or existing
reserves;
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maintenance of the combined company’s credit rating and ability to receive
open credit from its suppliers and trade counterparties;
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declines in volumes transported on the combined company’s pipelines or barges;
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reduction in demand for natural gas, various grades
of crude oil, refined products, NGLs and
petrochemicals and resulting changes in pricing
conditions or pipeline throughput requirements;
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fluctuations in refinery capacity;
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the availability of, and the combined company’s
ability to consummate, acquisition or combination
opportunities;
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Enterprise’s access to capital to fund additional
acquisitions and Enterprise’s ability to obtain debt
or equity financing on satisfactory terms;
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unanticipated changes in crude oil market structure and volatility (or lack thereof);
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the impact of current and future laws, rulings and governmental regulations;
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the effects of competition;
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continued creditworthiness of, and performance by, the combined company’s counterparties;
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interruptions in service and fluctuations in rates
of third party pipelines that affect the combined
company’s assets;
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increased costs or lack of availability of insurance;
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fluctuations in crude oil, natural gas, NGL and related
hydrocarbon prices and production due to weather and other
natural and economic forces;
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shortages or cost increases of power supplies, materials or labor;
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weather interference with business operations or project construction;
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terrorist attacks aimed at Enterprise’s or TEPPCO’s facilities;
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general economic, market or business conditions; and
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other factors and uncertainties discussed in this
report and Enterprise’s and TEPPCO’s respective
filings with the Securities and Exchange Commission,
including their Annual Reports on Form 10-K for the
year ended December 31, 2008 and Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2009
and June 30, 2009.
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You should not put undue reliance on any forward-looking statements. When considering
forward-looking statements, please review carefully the risk factors described under “Risk Factors”
in the proxy statement/prospectus described above and incorporated by reference into such document.
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