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): September 30, 2010
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14323
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76-0568219 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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1100 Louisiana, 10th Floor, Houston, Texas
(Address of Principal Executive Offices)
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77002
(Zip Code) |
Registrant’s 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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2010, Enterprise Products Partners L.P., a Delaware limited partnership (the
“Partnership”), entered into a Contribution Agreement (the “Contribution Agreement”) by and between
Enterprise Products Company, a Texas corporation (“EPCO”), and the Partnership. Pursuant to the
Contribution Agreement, EPCO agreed to contribute to the Partnership all of its rights, title and
interest to all of the outstanding membership interests (the “ETC Member Interests”) in Enterprise
Products Transportation Company LLC (d/b/a Enterprise Transportation Company), a Texas limited
liability company (“ETC”), in exchange for consideration of 523,306 common units representing
limited partner interests in the Partnership (“Common Units”). The Common Units issued as
consideration for the ETC Member Interests were based on a $20 million purchase price. The
purchase price was calculated using the average closing sales price for the Common Units for each
trading day during the twenty consecutive trading days ending September 28, 2010, which was the
date two business days immediately prior to the closing of the transactions contemplated by the
Contribution Agreement.
Pursuant to the Contribution Agreement, EPCO has agreed to indemnify the Partnership for
certain pre-closing losses and other matters, subject to
a $2.0 million deductible and a $20.0 million
cap, and the Partnership has also agreed to indemnify EPCO for certain pre-closing losses assumed
by ETC, post-closing losses and other matters. The Contribution Agreement contains other customary
representations, warranties and covenants by each of the parties. The transactions contemplated by
the Contribution Agreement closed effective at 11:59 p.m. Houston, Texas time on September 30,
2010.
The description of the Contribution Agreement in this Current Report on Form 8-K is qualified
in its entirety by reference to the full text of the Contribution Agreement, which is attached
hereto as Exhibit 2.1 and is incorporated herein by reference.
ETC is the successor by merger and current owner of the Enterprise Transportation Company
trucking business that was previously conducted by EPCO. The Contribution Agreement and the
transactions contemplated thereby were approved by both the Audit, Conflicts and Governance
Committee and the board of directors of the general partner of the Partnership.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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2.1
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Contribution Agreement, dated as of September 30, 2010, by and
between Enterprise Products Company and Enterprise Products
Partners L.P. |
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