fwp
Filed pursuant to Rule 433
Issuer Free Writing Prospectus dated June 15, 2009
Relating to Preliminary Prospectus Supplement dated June 15, 2009
Registration Statement No. 333-149583
Duncan Energy Partners L.P.
Pricing Term Sheet and Related Matters
8,000,000 Common Units
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Issuer:
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Duncan Energy Partners L.P. |
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Symbol:
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DEP |
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Size:
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$ 128,000,000 |
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Units sold:
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8,000,000 common units representing limited partner interests |
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Price to public:
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$ 16.00 per common unit |
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Units outstanding after this offering:
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57,676,987 common units representing limited partner
interests |
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Net proceeds to DEP: (1)
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$ 122,750,000 |
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Option to purchase additional units:
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1,200,000 common units |
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Trade date:
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June 16, 2009 |
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Closing date:
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June 19, 2009 |
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CUSIP:
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265026104 |
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Underwriters:
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UBS Securities LLC |
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Barclays Capital Inc. |
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Citigroup Global Markets Inc. |
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Morgan Stanley & Co. Incorporated |
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Wachovia Capital Markets, LLC |
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Goldman, Sachs & Co. |
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J.P. Morgan Securities Inc. |
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Raymond James & Associates, Inc. |
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RBC Capital Markets Corporation |
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SMH Capital Inc. |
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Deutsche Bank Securities Inc. |
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(1) |
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Represents net proceeds after deducting underwriting discounts, commissions and estimated
offering expenses payable by Duncan Energy Partners L.P., and taking into account reimbursement of
certain expenses. |
Prior to purchasing the common units being offered pursuant to the preliminary prospectus
supplement, on June 15, 2009, UBS Securities LLC purchased, on behalf of the syndicate,
390,000
common units at an average price of $16.4801 per unit in stabilizing transactions.
Duncan Energy Partners L.P. previously filed a registration statement (including a prospectus) on
Form S-3 with the Securities and Exchange Commission (the SEC) for the offering to which this
communication relates, which registration statement became effective on March 19, 2008. Before you
invest, you should read the prospectus supplement to the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about Duncan
Energy Partners L.P. and this offering. You may get these documents for free by visiting EDGAR on
the SEC web site at www.sec.gov.
A copy of the preliminary prospectus supplement and prospectus relating to the offering may also be
obtained from the following addresses: UBS Investment Bank, Prospectus Dept., 299 Park Ave., New
York, NY, 10171, or by calling toll-free (888) 827-7275; Barclays Capital, c/o Broadridge,
Integrated Distribution Services, 1155 Long Island Ave., Edgewood, NY, 11717, or by calling
toll-free (888) 603-5847 or by email at barclaysprospectus@broadridge.com; Citi, Brooklyn Army
Terminal, Attention: Prospectus Delivery Dept., 140 58th Street, 8th floor, Brooklyn, NY, 11220, by
email at batprospectusdept@citi.com or by calling toll-free (800) 831-9146; Morgan Stanley,
Attention: Prospectus Dept., 180 Varick Street, 2nd floor, New York, NY, 10014, or by calling
toll-free (866) 718-1649 or by email at prospectus@morganstanley.com; Wachovia Securities,
Attention: Equity Syndicate Dept., 375 Park Ave., New York, NY, 10152, or by calling toll-free
(800) 326-5897, or by email at equity.syndicate@wachovia.com.