2011-03-02-2011-02-23

To merge, creating compamy with midstream assets in TX & LA including pipelines, storage and fractionation services.

Enterprise Products Partners LP, Houston, (NYSE: EPD) reports it has submitted a proposal to the chairman of the Audit, Conflicts and Governance committee of the general partner of Houston-based Duncan Energy Partners LP (NYSE: DEP) to acquire the midstream energy partnership for approximately $2.41 billion in an all-units deal.

Enterprise is proposing consideration of 0.9545 Enterprise common units for each issued and outstanding publicly-held Duncan Energy Partners common unit. The proposed transaction would be structured as a merger of Duncan Energy Partners with a wholly owned subsidiary of Enterprise.

The consideration represents a value of $42 for each Duncan Energy Partners common unit, or a premium of approximately 30%, based on the 10-day average closing price of Duncan Energy Partners common units and the closing price of Enterprise common units on Feb. 18.

Enterprise owns 100% of DEP Holdings LLC, the general partner of Duncan Energy Partners, and owns approximately 58% of the outstanding common units of Duncan Energy Partners.

Duncan Energy Partners is a publicly traded partnership that provides midstream energy services, including gathering, transportation, marketing and storage of natural gas, in addition to NGL fractionation (or separation), transportation and storage and petrochemical transportation and storage.

Duncan Energy Partners owns interests in assets primarily in Texas and Louisiana, including interests in approximately 9,400 miles of natural gas pipelines with a transportation capacity aggregating approximately 7.9 billion cubic feet (Bcf) per day; more than 1,600 miles of NGL and petrochemical pipelines featuring access to one of the world's largest fractionation complexes at Mont Belvieu, Texas; two NGL fractionation facilities in South Texas; approximately 18 million barrels (MMBbls) of leased NGL storage capacity; 8.1 Bcf of leased natural gas storage capacity; and 34 underground salt dome caverns with more than 100 MMBbls of NGL and related product storage capacity at Mont Belvieu.

Enterprise Products Partners is the largest publicly traded partnership and a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals.