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
 
 

Units (“Class B Units”). The Class B Units are not entitled to regular quarterly cash distributions of EPD for sixteen quarters following the closing of the MLP Merger. The Class B Units will convert automatically into EPD common units on the date immediately following the payment date for the sixteenth distribution following the closing of the Mergers (as defined below). No fractional EPD common units will be issued in the MLP Merger, and TEPPCO unitholders will, instead, receive cash in lieu of fractional EPD common units, if any. A copy of the MLP Merger Agreement is incorporated herein by reference as Exhibit 99.9 hereto and the description of the MLP Merger Agreement contained herein is qualified in its entirety by reference to Exhibit 99.9, which is incorporated herein by reference.
     In connection with the MLP Merger, on October 26, 2009, Enterprise Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of EPD (“Merger Sub A”), was merged with and into TEPPCO GP, with TEPPCO GP surviving the merger as a wholly owned subsidiary of EPD (the “GP Merger,” and, together with the MLP Merger, the “Mergers”) pursuant to an Agreement and Plan of Merger, dated as of June 28, 2009 (the “GP Merger Agreement”), by and among EPD, EPD GP, Merger Sub A, TEPPCO and TEPPCO GP. Under the terms of the GP Merger Agreement, EPE, the prior owner of 100% of the limited liability company interests in TEPPCO GP, received 1,331,681 EPD common units and an increase in the capital account of EPD GP to maintain EPD GP’s two percent general partner interest in EPD. EPD GP is a wholly owned subsidiary of EPE. A copy of the GP Merger Agreement is incorporated herein by reference as Exhibit 99.10 hereto and the description of the GP Merger Agreement contained herein is qualified in its entirety by reference to Exhibit 99.10, which is incorporated herein by reference.
     Except as stated above, no Reporting Person has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
     Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following thereto:
     At the closing of the Mergers on October 26, 2009, all of the then-outstanding Units were cancelled and converted into the right to receive applicable units representing limited partnership interests of EPD in accordance with the MLP Merger Agreement. Accordingly, the Reporting Persons owned no Units. Therefore, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Units.
     Subsequent to the closing of the Mergers, on October 27, 2009, the TEPPCO partnership agreement was amended, and all of the limited partner interests of TEPPCO and membership interests of TEPPCO GP were contributed to a wholly owned subsidiary of Enterprise Products Partners L.P., which is an affiliate controlled by Dan Duncan, DD LLC, EPE GP and EPE, which were Reporting Persons.
Item 7. Material to be Filed as Exhibits.  
     Item 7 of the Original Schedule 13D is hereby amended in its entirety as follows:
99.1   Fourth Amended and Restated Agreement of Limited Partnership of TEPPCO Partners, L.P., dated as of December 8, 2006 (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on December 8, 2006).
 
99.2   First Amendment to Fourth Amended and Restated Partnership Agreement of TEPPCO Partners, L.P. dated as of December 27, 2007 (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on December 28, 2007).
 
99.3   Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of TEPPCO Partners, L.P., dated as of November 6, 2008 (incorporated by reference to Exhibit 3.5 to the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2008).
 
99.4   Second Amended and Restated Credit Agreement, dated as of August 24, 2007, by and among EPCO Holdings, Inc., as borrower, the lenders party thereto, Citicorp North America, Inc., as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, Citibank, N.A., as Issuing Bank and the