Enterprise Products Partners L.P.

SEC Filings

SC 13D/A
DUNCAN DAN L filed this Form SC 13D/A on 11/05/2009
Entire Document
 
 

           EPCO Holdings is a wholly owned subsidiary of EPCO. EPCO Holdings has no independent operations, and its principal function is to act as a financing subsidiary of EPCO. EPCO Holdings’ principal business address and principal office is 1100 Louisiana, 10th Floor, Houston, Texas 77002.
           DFI is a wholly owned subsidiary of EPCO Holdings. DFI has no independent operations, and its principal function is to directly and indirectly hold EPCO’s and EPCO Holdings’ equity interests in the Issuer, in Enterprise Products Partners L.P. and in EPE. DFI’s principal business address and principal office address is 103 Foulk Road, Suite 200, Wilmington, Delaware 19803.
          EPE GP owns a 0.01% general partner interest in EPE. EPE GP has no independent operations, and its principal functions are to directly and indirectly hold general partner interests in EPE. EPE GP’s principal business address and principal office address is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
           Prior to the Mergers described in Item 4 of this Schedule 13D, EPE owned 100% of the equity interests in TEPPCO GP. EPE has no independent operations, and its current principal functions are to directly hold (i) a 100% membership interest in Enterprise Products GP, LLC, a Delaware limited liability company (“EPD GP”), and 20,740,083 Common Units of Enterprise Products Partners L.P. (as of October 27, 2009) and (ii) a non-controlling membership interest in the LE GP, LLC, the general partner of Energy Transfer Equity, L.P., and approximately 39 million common units of Energy Transfer Equity, L.P. (as of October 27, 2009). EPE’s principal business address and principal office address is 1100 Louisiana Street, 10th Floor, Houston, Texas 77002.
           Appendix A hereto sets forth information with respect to the directors and executive officers of EPCO, EPCO Holdings, DFI and EPE GP, the managers and executive officers of DD LLC and DD Securities, and the member-manager of DFI Holdings (collectively, the “Listed Persons”). There are no directors, managers or executive officers for DFI GP Holdings.
          During the last five years, no Reporting Person nor, to the best of their knowledge, any Listed Person, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds of Other Consideration.
          Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following thereto:
          As discussed below in Item 4 of this Schedule 13D, the consideration by Enterprise Products Partners L.P. (“EPD”) in the MLP Merger (as defined below) consists exclusively of equity interests of EPD in exchange for the outstanding limited partner interests of TEPPCO.
          The information set forth under Item 4 and the agreements set forth on Exhibits 99.9 and 99.10 are incorporated in this Item 3 by reference.
Item 4. Purpose of the Transaction.
          Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following thereto:
          On October 26, 2009, Enterprise Sub B LLC, a Delaware limited liability company and a wholly owned subsidiary of EPD (“Merger Sub B”), merged with and into TEPPCO, with TEPPCO surviving the merger as a wholly owned subsidiary of EPD (the “MLP Merger”), pursuant to the Agreement and Plan of Merger, dated as of June 28, 2009 (the “MLP Merger Agreement”), by and among EPD, EPD GP, Merger Sub B, TEPPCO and TEPPCO GP. Prior to the GP Merger (as defined below), TEPPCO GP was a direct, wholly-owned subsidiary of EPE. Under the terms of the MLP Merger Agreement, all outstanding TEPPCO units, other than 3,645,509 TEPPCO units (the “Designated Units”) owned by an affiliate of EPCO were cancelled and converted into the right to receive EPD common units based on an exchange rate of 1.24 EPD common units per TEPPCO unit. The Designated Units were converted, based on the 1.24 exchange rate, into the right to receive 4,520,431 EPD Class B