Enterprise Products Partners acquires TEPPCO Partners

Enterprise Products Partners L.P., a midstream energy company, has acquired all of the outstanding partnership interests of TEPPCO Partners L.P., an oil pipeline and storage company. Both the companies are based in the US.

Update on July 29, 2009:

Enterprise Products Partners has entered into a definitive agreement to acquire all of the outstanding partnership interests of TEPPCO Partners. The transaction is valued at approximately $3,300 million.

Under the terms of the agreement, TEPPCO and TEPPCO's general partner, Texas Eastern Products Pipeline Company, LLC (TEPPCO GP), will become wholly-owned subsidiaries of Enterprise Products Partners. In consideration, TEPPCO unitholders, except for a certain affiliate of EPCO, Inc., will receive 1.24 Enterprise Products Partners common units for each TEPPCO unit, representing a 9.3% premium to the closing price of TEPPCO units on June 26, 2009.

An affiliate of EPCO, Inc., a private company controlled by Dan L. Duncan, will exchange its 11,486,711 TEPPCO units for 14,243,521 Enterprise Products Partners units, based on the 1.24 exchange rate, which will consist of 9,723,090 Enterprise Products Partners common units and 4,520,431 Enterprise Class B units. The Enterprise Products Partners Class B units will not be entitled to regular quarterly cash distributions for the sixteen quarters following the closing of the transaction. The Class B units will convert automatically into the same number of common units on the date immediately following the payment date of the sixteenth distribution following the closing of the transaction.

In exchange for the acquisition of TEPPCO GP with a subsidiary of Enterprise, Enterprise GP Holdings L.P. (Enterprise GP) will receive 1,331,681 Enterprise Products Partners common units and an increase in the capital account of Enterprise Products Partners's general partner, Enterprise Products GP, LLC (EPD GP), to maintain the general partner's 2% interest in Enterprise Products Partners.

Following the closing of the transaction, Enterprise Products Partners expects affiliates of EPCO, including Enterprise GP, will own approximately 29.5% of Enterprise Products Partners's outstanding limited partner units and that Enterprise GP will own approximately 3.4% of Enterprise Products Partners's outstanding limited partner units.

The transaction is expected to occur during the fourth quarter of 2009.

Update on April 29, 2009:

The Special Committee of TEPPCO has rejected the takeover offer from Enterprise Products Partners.

The Special Committee believes that the offer undervalues the company.

Announcement (April 29, 2009):

Enterprise Products Partners has proposed to acquire all of the outstanding partnership interests of TEPPCO.

The proposed consideration includes 1.043 Enterprise Products Partners common units for each issued and outstanding TEPPCO unit and cash equal to $1 per TEPPCO unit. Based on the current number of outstanding TEPPCO units, the consideration for TEPPCO units would consist of approximately 109.5 million Enterprise common units and $105 million in cash.

The consideration represents $21.89 per unit, or a premium of 4.8% based on the 10-day average closing prices of TEPPCO units and Enterprise Products Partners common units on March 6, 2009, the business day prior to the date on which Enterprise Products Partners made this proposal to TEPPCO.

TEPPCO's general partner interests, including incentive distribution rights, are owned by Texas Eastern Products Pipeline Company, LLC (TEPPCO GP). TEPPCO GP is owned by Enterprise GP Holdings, L.P. (EPE). EPE owns approximately 4.2% of the outstanding units of TEPPCO, the general partner of Enterprise Products Partners, and approximately 3% of the outstanding common units of Enterprise Products Partners.

Barclays Capital, Inc. and Lazard Freres & Co., LLC are acting as financial advisors, while Andrews Kurth LLP and Skadden, Arps, Slate, Meagher and Flom LLP are acting as legal advisors to Enterprise Products Partners. Credit Suisse Securities (USA) LLC is acting as financial advisor, while Baker Botts L.L.P and Mayer Brown LLP are acting as legal advisors to TEPPCO. Morgan Stanley & Co. Incorporated is acting as financial advisor, while Baker & Hostetler LLP is acting as legal advisor to Enterprise GP.

Deal Value (US$ Million) 3300
Deal Type                Acquisition
Sub-Category             100% Acquisition
Deal Status              Completed: 2009-10-26

Deal Participants

Target (Company)   TEPPCO Partners, L.P.
Acquirer (Company) Enterprise Products Partners L.P.
Vendor 1 (Company) EPCO, Inc.
Vendor 2 (Company) Undisclosed Vendors

Deal Rationale

The transaction expands Enterprise Products Partners's lines of business beyond its operating presence in providing services to producers and consumers of natural gas and natural gas liquids (NGLs) into the transportation and storage of refined products and crude oil. Further the transaction would provide cost savings and overall system optimization.

Bid Premium ($ per share) 9.3

Related terms: acquisition, advisor, business, crude oil, energy, legal, natural gas, oil, partnership, pipeline, prices, products, securities, texas