sv8
As filed with the Securities and Exchange Commission on September 7, 2011
Registration No. 333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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76-0568219 |
(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.) |
1100 Louisiana St., Suite 1000
Houston, Texas 77002
(Address of principal executive offices and zip code)
EPD Unit Purchase Plan
(formerly the DEP Unit Purchase Plan)
(Full title of the plan)
Stephanie C. Hildebrandt
1100 Louisiana St., Suite 1000
Houston, Texas 77002
(713) 381-6500
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Amount to be |
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Proposed maximum aggregate |
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Proposed maximum |
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Title of securities to be registered |
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registered (1) |
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offering price per share (2) |
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aggregate offering price (2) |
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Amount of registration fee |
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Common units representing limited
partner interests (3) |
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440,879 |
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$ |
42.11 |
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18,565,414.69 |
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$ |
2,156.00 |
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, there is also being
registered such additional number of common units as may be required because of events such as
recapitalizations, stock dividends, stock splits or similar transactions effected without the
receipt of consideration that increases the number of outstanding common units. |
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Estimated solely for the purpose of determining the amount of the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended and based on
the average of the high and low prices of the common units as reported by the New York Stock
Exchange on September 1, 2011. |
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This Registration Statement on Form S-8 relates to 440,879 common units representing limited
partner interests of the registrant that may be issued under the EPD Unit Purchase Plan (formerly
the DEP Unit Purchase Plan) assumed by Enterprise Products Partners L.P. to participants, which
plan continues to be administered by Enterprise Products Company. |
TABLE OF CONTENTS
INTRODUCTORY STATEMENT
Enterprise Products Partners L.P. (the “Partnership”) is filing this registration statement on
Form S-8 relating to its common units representing limited partner interests in the Partnership
(“Common Units”) that may be offered and sold pursuant to the EPD Unit Purchase Plan (the “Plan”).
On September 7, 2011, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”),
dated as of April 28, 2011, by and among the Partnership, Enterprise Products Holdings LLC, a
Delaware limited liability company, EPD MergerCo LLC, a Delaware limited liability company and a
wholly owned subsidiary of the Partnership (“MergerCo”), Duncan Energy Partners L.P., a Delaware
limited partnership (“Duncan”), and DEP Holdings, LLC, a Delaware limited liability company, Duncan
merged with and into MergerCo, with Duncan as the surviving entity (the “Merger”). Under the terms
of the Merger Agreement, all outstanding common units representing limited partner interests in
Duncan (the “Duncan common units”) were cancelled and converted into the right to receive Common
Units based on an exchange ratio of 1.01 Common Units per Duncan common unit.
At the effective time of the Merger, the Plan was established by amending and restating the DEP
Unit Purchase Plan, originally effective as of February 11, 2010 (as amended and restated as of
July 19, 2011), and the Plan being assumed by the Partnership.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any other information
required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under
the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the “Commission”) either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The
registrant shall maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
Enterprise Products Partners L.P. (the “Partnership”) incorporates by reference in this
registration statement the following documents and information previously filed with the
Commission:
1. The Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31,
2010, as amended by the Form 10-K/A filed on June 30, 2011;
2. The Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011
and June 30, 2011;
3. The Partnership’s Current Reports on Form 8-K filed on January 6, 2011, January 13,
2011, February 23, 2011, March 15, 2011, April 29, 2011, August 10, 2011, August 12, 2011,
August 16, 2011, August 22, 2011, and August 24, 2011; and
4. The description of the Partnership’s common units contained in the Partnership’s
Registration Statement on Form 8-A/A (File No. 001-14323) as filed by the Partnership with the
Commission on November 23, 2010, and any amendment or report filed for the purpose of updating
that description.
All documents filed with the Securities and Exchange Commission (the “Commission”) by the
Partnership pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (excluding any information furnished pursuant to Item 2.02 and Item 7.01 on any Current
Report on Form 8-K), subsequent to the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement which indicates that all securities
offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently filed document
that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Partnership does not have directors or officers. The officers and directors of the
Partnership’s general partner and its affiliates function as the officers and directors of the
Partnership.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware
limited partnership to indemnify and hold harmless any partner or other person from and against all
claims and demands whatsoever. The Partnership’s partnership agreement provides that the
Partnership will indemnify (i) its general partner, (ii) any departing general partner, (iii) any
person who is or was an affiliate of the general partner or any departing general partner, (iv) any
person who is or was a member,
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partner, officer director, employee, agent or trustee of the general partner or any departing
general partner or any affiliate of the general partner or any departing general partner or (v) any
person who is or was serving at the request of the general partner or any departing general partner
or any affiliate of any such person, any affiliate of the general partner or any fiduciary or
trustee of another person (each, a “Partnership Indemnitee”), to the fullest extent permitted by
law, from and against any and all losses, claims, damages, liabilities (joint or several), expenses
(including, without limitation, legal fees and expenses), judgments, fines, penalties, interest,
settlements and other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, in which any Partnership
Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as a Partnership Indemnitee; provided that in each case the Partnership Indemnitee acted
in good faith and in a manner that such Partnership Indemnitee reasonably believed to be in or not
opposed to the best interests of the Partnership and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not create an assumption that the Partnership Indemnitee acted in a manner
contrary to that specified above. Any indemnification under these provisions will be only out of
the assets of the Partnership, and the general partner shall not be personally liable for, or have
any obligation to contribute or lend funds or assets to the Partnership to enable it to effectuate,
such indemnification. The Partnership is authorized to purchase (or to reimburse the general
partner or its affiliates for the cost of) insurance against liabilities asserted against and
expenses incurred by such persons in connection with the Partnership’s activities, regardless of
whether the Partnership would have the power to indemnify such person against such liabilities
under the provisions of the Partnership’s partnership agreement.
Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such
standards and restrictions, if any, as are set forth in its limited liability company agreement, a
Delaware limited liability company may, and shall have the power to, indemnify and hold harmless
any member or manager or other person from and against any and all claims and demands whatsoever.
The limited liability company agreement of the general partner of the Partnership provides for the
indemnification of (i) present or former members of the Board of Directors of the general partner
or any committee thereof, (ii) present or former officers, employees, partners, agents or trustees
of the general partner or (iii) persons serving at the request of the general partner in another
entity in a similar capacity as that referred to in the immediately preceding clauses (i) or (ii)
(each, a “General Partner Indemnitee”) to the fullest extent permitted by law, from and against any
and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable
legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any such person may be involved, or is threatened to be
involved, as a party or otherwise, by reason of such person’s status as a General Partner
Indemnitee; provided, that in each case, the General Partner Indemnitee acted in good faith and in
a manner which such General Partner Indemnitee believed to be in, or not opposed to, the best
interests of Enterprise Products Holdings LLC and, with respect to any criminal proceeding, had no
reasonable cause to believe such General Partner Indemnitee’s conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that the General Partner Indemnitee
acted in a manner contrary to that specified above. Any indemnification pursuant to these
provisions shall be made only out of the assets of the general partner. The general partner is
authorized to purchase and maintain insurance, on behalf of the members of its Board of Directors,
its officers and such other persons as the Board of Directors may determine, against any liability
that may be asserted against or expense that may be incurred by such person in connection with the
activities of the general partner, regardless of whether the general partner would have the power
to indemnify such person against such liability under the provisions of its limited liability
company agreement.
The general partner of the Partnership and its affiliates maintain liability insurance
covering the officers and directors of the general partner against some liabilities, including
certain liabilities under the Securities Act, that may be incurred by them.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following documents are filed as a part of this registration statement or incorporated by
reference herein:
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Description |
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4.1 |
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EPD Unit Purchase Plan. |
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5.1 |
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Opinion of Andrews Kurth LLP as to the validity of the securities being registered. |
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23.1 |
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Consent of Deloitte & Touche LLP. |
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23.2 |
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Consent of Grant Thornton LLP. |
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23.3 |
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Consent of Andrews Kurth LLP (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (set forth in the signature page contained in Part II of this
Registration Statement). |
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
Provided, however, That paragraphs (a)(1)(i) and (a)(1(ii) of this section do not apply if
the registration statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Securities Exchange Act of
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1934) that is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, State of Texas, on September 7, 2011.
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ENTERPRISE PRODUCTS PARTNERS, L.P. |
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By: Enterprise Products Holdings LLC, its general partner |
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By:
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/s/ Michael J. Knesek
Michael J. Knesek
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Senior Vice President, Controller and Principal
Accounting Officer of Enterprise Products
Holdings LLC |
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Michael A. Creel, Stephanie C. Hildebrandt and W. Randall Fowler and each of them, any of
whom may act without joinder of the others, his or her lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities and on the dates
indicated below.
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Title (within Enterprise Products Holdings |
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LLC) |
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/s/ Michael A. Creel
Michael A. Creel
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Director, President and Chief Executive
Officer
(Principal Executive Officer)
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September 7, 2011 |
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/s/ W. Randall Fowler
W. Randall Fowler
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Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
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September 7, 2011 |
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/s/ A. James Teague
A. James Teague
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Director, Executive Vice President and
Chief Operating Officer
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September 7, 2011 |
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/s/ Michael J. Knesek
Michael J. Knesek
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Senior Vice President, Controller and
Principal Accounting Officer
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September 7, 2011 |
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E. William Barnett
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Director
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September 7, 2011 |
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Charles M. Rampacek
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Director
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September 7, 2011 |
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/s/ Rex C. Ross
Rex C. Ross
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Director
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September 7, 2011 |
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Title (within Enterprise Products Holdings |
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LLC) |
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/s/ Randa Duncan Williams
Randa Duncan Williams
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Director
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September 7, 2011 |
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/s/ Dr. Ralph S. Cunningham
Dr. Ralph S. Cunningham
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Director
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September 7, 2011 |
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/s/ Richard H. Bachmann
Richard H. Bachmann
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Director
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September 7, 2011 |
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Thurmon M. Andress
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Director
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September 7, 2011 |
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Charles E. McMahen
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Director
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September 7, 2011 |
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Edwin E. Smith
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Director
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September 7, 2011 |
EXHIBIT INDEX
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| Exhibit |
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Description |
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4.1 |
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EPD Unit Purchase Plan. |
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5.1 |
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Opinion of Andrews Kurth LLP as to the validity of the securities being registered. |
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23.1 |
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Consent of Deloitte & Touche LLP. |
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23.2 |
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Consent of Grant Thornton LLP. |
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23.3 |
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Consent of Andrews Kurth LLP (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (set forth in the signature page contained in Part II of this
Registration Statement). |