UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ** )*
If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
**This Schedule 13D includes amendments to prior Schedule 13Ds made by reporting persons as further explained in Item 1.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Randa Duncan Williams |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 30,606,054 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
30,606,054 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
30,606,054 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
13.7%(based on the 222,972,708 Common Units reported by the Issuer as outstanding as of May 2, 2011) | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
2
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Voting Trustees of the Dan Duncan LLC Voting Trust |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 30,411,954 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
30,411,954 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
30,411,954 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
13.6% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
3
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Estate of Dan L. Duncan, Deceased |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 14,000 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 180,100 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 14,000 | ||||||||||
WITH1 | 10 | SHARED DISPOSITIVE POWER | |||||||||
180,100 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
194,100 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
Less than 1% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO - estate |
4
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Dan Duncan LLC 76-0516773 |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Texas | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 30,411,954 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
30,411,954 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
30,411,954 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
13.6% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO - limited liability company |
5
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Enterprise Products Holdings LLC (formerly named EPE Holdings, LLC) 13-4297068 |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
00 | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 30,411,954 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
30,411,954 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
30,411,954 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
13.6% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO - limited liability company |
6
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Enterprise Products Partners L.P. 76-0568219 |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 30,411,954 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
30,411,954 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
30,411,954 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
13.6% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
7
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Enterprise Products OLPGP, Inc. 83-0378402 |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 30,411,954 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
30,411,954 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
30,411,954 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
13.6% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
CO |
8
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Enterprise Products Operating LLC 26-0430539 |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Texas | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 30,411,954 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
30,411,954 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
30,411,954 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
13.6% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO - limited liability company |
9
CUSIP No. |
29273V100 |
1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Enterprise ETE LLC 76-0568219 |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 30,411,954 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
30,411,954 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
30,411,954 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
13.6% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO - limited liability company |
10
(i) | Randa Duncan Williams, a citizen of the United States residing in Houston, Texas (Ms. Williams); | ||
(ii) | the voting trustees (the DD LLC Trustees) of the Dan Duncan LLC Voting Trust (the DD LLC Voting Trust) pursuant to the Dan Duncan LLC Voting Trust Agreement by and among Dan Duncan LLC, Dan L. Duncan as the sole member and Dan L. Duncan as the initial voting trustee (the DD Trust Agreement); | ||
(iii) | the estate of Dan L. Duncan (the Estate) by the independent co-executors of the Estate (the Executors); | ||
(iv) | Dan Duncan LLC, a Texas limited liability company (DD LLC); | ||
(v) | Enterprise Products Holdings LLC (formerly named EPE Holdings, LLC), a Delaware limited liability company (EPD GP); | ||
(vi) | Enterprise Products Partners L.P., a Delaware limited partnership (EPD); | ||
(vii) | Enterprise Products OLPGP, Inc., a Delaware corporation (OLPGP); | ||
(viii) | Enterprise Products Operating LLC, a Texas limited liability company (EPO); and | ||
(ix) | Enterprise ETE LLC, a Delaware limited liability company and successor by merger to Enterprise GP Holdings L.P. (Enterprise ETE, and together with Ms. Williams, the DD LLC Trustees, the Estate, DD LLC, EPD GP, EPD, OLPGP and EPO, the Reporting Persons) to amend the Original Schedule 13D, Duncan Trustee 13D, the Estate 13D and the Enterprise Products 13D. |
11
12
13
14
99.1
|
Securities Purchase Agreement, dated as of May 7, 2007, by and among Enterprise GP Holdings L.P., Natural Gas Partners VI, L.P., Ray C. Davis, Avatar Holdings, LLC, Avatar Investments, LP, Lon Kile, MHT Properties, Ltd., P. Brian Smith Holdings, LP., and LE GP, LLC (incorporated by reference to Exhibit 10.1 to EPEs Current Report on Form 8-K filed with the Commission on May 10, 2007). | |
99.2
|
Unitholder Rights and Restrictions Agreement, dated May 7, 2007, by and among Energy Transfer Equity, L.P., Enterprise GP Holdings L.P., Ray C. Davis and Natural Gas Partners VI, L.P. (incorporated by reference to Exhibit 10.3 to EPEs Current Report on Form 8-K filed with the Commission on May 10, 2007). | |
99.3
|
Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.3 to ETEs Form S-1 (File No. 333-128097) filed on January 23, 2006). | |
99.4
|
Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.3.1 to ETEs Form 10-K (File No. 1-32740) filed on August 31, 2006). | |
99.5
|
Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.3.2 to ETEs Form 8-K (File No. 1-32740) filed on November 13, 2007). | |
99.6
|
Joint Filing Agreement among the Reporting Persons dated December 7, 2010 (incorporated by reference to Exhibit 99.6 to the Schedule 13D/A filed on December 7, 2010). | |
99.7
|
ETE Common Unit Purchase Agreement dated as of May 22, 2011 by and among Enterprise Products Partners L.P., Enterprise ETE LLC and the Purchasers named therein (incorporated by reference to Exhibit 99.7 to the Schedule 13D/A filed on May 26, 2011). | |
99.8
|
ETE Common Unit Purchase Agreement dated as of July 6, 2011 by and between Enterprise ETE LLC and Kelcy Warren Partners, L.P. (incorporated by reference to Exhibit 99.8 to the Schedule 13D/A filed on July 11, 2011). |
15
99.9*
|
ETE Common Unit Purchase Agreement dated as of July 20, 2011 by and among Enterprise Products Partners L.P., Enterprise ETE LLC and the Purchasers named therein. |
* | Filed herewith |
16
Dated: July 25, 2011 | RANDA DUNCAN WILLIAMS |
|||
By: | (1) | |||
Dated: July 25, 2011 | The DD LLC TRUSTEES pursuant to the Dan Duncan LLC
Voting Trust Agreement The ESTATE of DAN L. DUNCAN |
|||
By: | (1)(2)(3) | |||
Dated: July 25, 2011 | DAN DUNCAN LLC |
|||
By: | (3) | |||
(1)
|
/s/ Randa Duncan Williams | |||||
Randa Duncan Williams, individually and in the capacities set forth below, as applicable for the reporting
persons noted above: Trustee of the Dan Duncan LLC Voting Trust Agreement; and Independent Co-Executor of the Estate of Dan L. Duncan. |
||||||
(2)
|
/s/ Ralph S. Cunningham | |||||
Dr. Ralph S. Cunningham, in the capacities set forth below as applicable for the reporting persons noted above: Trustee of the Dan Duncan LLC Voting Trust Agreement; and Independent Co-Executor of the Estate of Dan L. Duncan. |
||||||
(3)
|
/s/ Richard H. Bachmann | |||||
Richard H. Bachmann, in the capacities set forth below as applicable for the reporting persons noted above: Trustee of the Dan Duncan LLC Voting Trust Agreement; Independent Co-Executor of the Estate of Dan L. Duncan; and Executive Vice President and Secretary of Dan Duncan LLC. |
17
Dated: July 25, 2011 | ENTERPRISE PRODUCTS HOLDINGS LLC ENTERPRISE PRODUCTS PARTNERS L.P. By: Enterprise Products Holdings LLC ENTERPRISE PRODUCTS OLPGP, INC. ENTERPRISE PRODUCTS OPERATING LLC By: Enterprise Products OLPGP, Inc. ENTERPRISE ETE LLC |
|||
By: | /s/ W. Randall Fowler | |||
Executive Vice President and Chief Financial Officer |
18
Name | Position with DD LLC; Other Present Principal Occupation | |
Richard H. Bachmann
|
Executive Vice President, Secretary and Manager |
|
Executive Vice President, Secretary and Director of EPCO Holdings; Director of EPD GP; Executive Vice President, Secretary and Manager of DD Securities LLC; President, Chief Executive Officer and Director of EPCO | ||
Ralph S. Cunningham
|
Executive Vice President and Manager |
|
Executive Vice President and Manager of DD Securities LLC; Chairman of EPD GP; Vice Chairman and Director of EPCO | ||
W. Randall Fowler
|
Executive Vice President, Chief Financial Officer, Treasurer, and Manager |
|
Executive Vice President, Chief Financial Officer, Treasurer, and Manager of DD Securities LLC; Executive Vice President and Chief Financial Officer of EPD GP and OLPGP; Executive Vice President, Chief Financial Officer and Director of Enterprise ETE; Vice Chairman, Chief Financial Officer and Director of EPCO; President, Chief Executive Officer and Director of EPCO Holdings |
Appendix A - 1
Name | Position with EPD GP; Other Present Principal Occupation | |
Randa Duncan Williams
|
Director |
|
Co-Chairman of EPCO Holdings; Director and Chairman of EPCO | ||
Ralph S. Cunningham
|
Chairman |
|
Executive Vice President and Manager of DD LLC; Executive Vice President and Manager of DD Securities LLC; Vice Chairman and Director of EPCO | ||
Michael A. Creel
|
Director, President and Chief Executive Officer |
|
Executive Vice President, Chief Financial Officer and Director of EPCO Holdings; Director and Vice Chairman of EPCO; President, Chief Executive Officer and Director of Enterprise ETE; Director, President and Chief Executive Officer of OLPGP | ||
Richard H. Bachmann
|
Director |
|
Executive Vice President, Secretary and Manager of Dan Duncan LLC and DD Securities LLC; Director, Executive Vice President and Secretary of EPCO Holdings; President, Chief Executive Officer and Director of EPCO | ||
W. Randall Fowler
|
Executive Vice President and Chief Financial Officer |
|
Executive Vice President, Chief Financial Officer, Treasurer and Manager of Dan Duncan LLC and DD Securities LLC; Vice Chairman, Chief Financial Officer and Director of EPCO; President, Chief Executive Officer and Director of EPCO Holdings; Executive Vice President, Chief Financial Officer and Director of Enterprise ETE; Executive Vice President, Chief Financial Officer and Director of OLPGP | ||
Thurman Andress
|
Director | |
Charles E. McMahen
|
Director | |
Edwin E. Smith
|
Director | |
Charles M. Rampacek
|
Director | |
Rex C. Ross
|
Director | |
A. James Teague
|
Director, Executive Vice President and Chief Operating Officer |
|
Executive Vice President and Chief Operating Officer of Enterprise ETE and OLPGP | ||
William Ordemann
|
Executive Vice President |
|
Executive Vice President and Chief Operating Officer of EPCO Holdings and EPCO; Executive Vice President of Enterprise ETE and OLPGP | ||
Appendix A - 2
Name | Position with OLPGP; Other Present Principal Occupation | |
Michael A. Creel
|
Director, President and Chief Executive Officer |
|
Executive Vice President, Chief Financial Officer, and Director of EPCO Holdings; Vice Chairman and Director of EPCO; Director, President and Chief Executive Officer of EPD GP; President, Chief Executive Officer and Director of Enterprise ETE | ||
W. Randall Fowler
|
Executive Vice President, Chief Financial Officer and Director |
|
Executive Vice President, Chief Financial Officer, Treasurer and Manager of Dan Duncan LLC and DD Securities LLC; Vice Chairman, Chief Financial Officer and Director of EPCO, President, Chief Executive Officer and Director of EPCO Holdings; Executive Vice President and Chief Financial Officer of EPD GP; Executive Vice President, Chief Financial Officer and Director of Enterprise ETE | ||
A. James Teague
|
Executive Vice President and Chief Operating Officer |
|
Executive Vice President, Chief Operating Officer and Director of EPD GP; Executive Vice President and Chief Operating Officer of Enterprise ETE | ||
William Ordemann
|
Executive Vice President |
|
Executive Vice President of Enterprise ETE and EPD GP; Executive Vice President and Chief Operating Officer of EPCO and EPCO Holdings |
Appendix A - 3
Name | Position with Enterprise ETE; Other Present Principal Occupation | |
Michael A. Creel
|
President, Chief Executive Officer and Director |
|
Executive Vice President, Chief Financial Officer, and Director of EPCO Holdings; Vice Chairman and Director of EPCO; Director, President and Chief Executive Officer of EPD GP; Director, President and Chief Executive Officer of OLPGP | ||
W. Randall Fowler
|
Executive Vice President, Chief Financial Officer and Director |
|
Executive Vice President, Chief Financial Officer, Treasurer and Manager of Dan Duncan LLC and DD Securities LLC; Vice Chairman, Chief Financial Officer and Director of EPCO, President, Chief Executive Officer and Director of EPCO Holdings; Executive Vice President and Chief Financial Officer of EPD GP; Executive Vice President, Chief Financial Officer and Director of OLPGP | ||
A. James Teague
|
Executive Vice President and Chief Operating Officer |
|
Executive Vice President and Chief Operating Officer of OLPGP; Director, Executive Vice President and Chief Operating Officer of EPD GP | ||
William Ordemann
|
Executive Vice President |
|
Executive Vice President of OLPGP and EPD GP; Executive Vice President and Chief Operating Officer of EPCO and EPCO Holdings |
Appendix A - 4
ARTICLE I | ||||
DEFINITIONS | ||||
Section 1.1 Definitions |
1 | |||
ARTICLE II | ||||
AGREEMENT TO SELL AND PURCHASE | ||||
Section 2.1 Sale and Purchase |
4 | |||
Section 2.2 Closing; Delivery of and Payment for the Purchased Units |
4 | |||
Section 2.3 Mutual Conditions |
5 | |||
Section 2.4 Each Purchasers Conditions |
5 | |||
Section 2.5 Conditions of the Enterprise Parties |
5 | |||
Section 2.6 Enterprise Parties Deliveries |
6 | |||
Section 2.7 Purchaser Deliveries |
6 | |||
Section 2.8 Independent Nature of Purchasers Obligations and Rights |
6 | |||
ARTICLE III | ||||
REPRESENTATIONS AND WARRANTIES OF THE ENTERPRISE PARTIES | ||||
Section 3.1 Existence |
7 | |||
Section 3.2 Authorization, Enforceability |
7 | |||
Section 3.3 ETE Common Unit Ownership; Entity Ownership |
7 | |||
Section 3.4 No Conflict |
8 | |||
Section 3.5 No Consents |
8 | |||
Section 3.6 No Rights of First Refusal |
8 | |||
Section 3.7 Litigation |
8 | |||
Section 3.8 Certain Fees |
8 | |||
Section 3.9 No Side Agreements |
8 | |||
Section 3.10 No Registration |
8 | |||
Section 3.11 Matters Pertaining to ETE and the Purchased Units |
8 | |||
ARTICLE IV | ||||
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS | ||||
Section 4.1 Existence |
9 | |||
Section 4.2 Authorization, Enforceability |
9 | |||
Section 4.3 No Breach |
9 | |||
Section 4.4 Certain Fees |
9 |
i
ARTICLE V | ||||
COVENANTS | ||||
Section 5.1 Taking of Necessary Action |
9 | |||
ARTICLE VI | ||||
INDEMNIFICATION | ||||
Section 6.1 Indemnification by the Enterprise Parties |
9 | |||
Section 6.2 Indemnification by Purchasers |
10 | |||
Section 6.3 Indemnification Procedure |
10 | |||
ARTICLE VII | ||||
MISCELLANEOUS | ||||
Section 7.1 Interpretation |
11 | |||
Section 7.2 Survival of Provisions |
11 | |||
Section 7.3 No Waiver; Modifications in Writing |
11 | |||
Section 7.4 Binding Effect; Assignment |
12 | |||
Section 7.5 Communications |
12 | |||
Section 7.6 Entire Agreement |
12 | |||
Section 7.7 Governing Law |
12 | |||
Section 7.8 Execution in Counterparts |
12 | |||
Section 7.9 Termination |
12 | |||
Section 7.10 Costs and Expenses |
13 |
ii
2
3
4
5
6
7
8
9
10
11
(a) | If to any Purchaser: | ||
To the respective address listed on Schedule B hereof | |||
(b) | If to the Enterprise Parties: | ||
Enterprise Products Partners, L.P. 1100 Louisiana Street, 10th Floor Houston, TX 77002 Attention: Chief Legal Officer Facsimile: 713.381.6570 |
12
13
ENTERPRISE PRODUCTS PARTNERS L.P. |
||||
By: | Enterprise Products Holdings LLC, its general | |||
partner | ||||
By: | /s/ Michael A. Creel | |||
Michael A. Creel | ||||
President and Chief Executive Officer | ||||
ENTERPRISE ETE LLC |
||||
By: | /s/ Michael A. Creel | |||
Michael A. Creel | ||||
President and Chief Executive Officer | ||||
AT MLP Fund, LLC |
||||
By: | /s/ Paul Mc Pheeters | |||
Paul McPheeters | ||||
Managing Director | ||||
SALIENT MLP FUND, LP |
||||
By: | Salient Capital Advisors, LLC, its Investment Manager | |||
By: | /s/ Haag Sherman | |||
Name: | Haag Sherman | |||
Title: | Chief Executive Officer | |||
SALIENT MLP & ENERGY INFRASTRUCTURE FUND, INC. |
||||
By: | Salient Capital Advisors, LLC, its Investment | |||
Manager | ||||
By: | /s/ Haag Sherman | |||
Name: | Haag Sherman | |||
Title: | Chief Executive Officer | |||
HFR RVA SALIENT MLP 1.25X MASTER TRUST |
||||
By: | Salient Capital Advisors, LLC, its Investment | |||
Manager | ||||
By: | /s/ Haag Sherman | |||
Name: | Haag Sherman | |||
Title: | Chief Executive Officer | |||
HEB BRAND SAVINGS AND RETIREMENT PLAN TRUST |
||||
By: | Salient Capital Advisors, LLC, its Investment | |||
Manager | ||||
By: | /s/ Haag Sherman | |||
Name: | Haag Sherman | |||
Title: | Chief Executive Officer | |||
ZLP MASTER UTILITY FUND, LTD. |
||||
By: | Zimmer Lucas Capital, LLC, its Investment | |||
Manager | ||||
By: | /s/ John Lee | |||
Name: | John Lee | |||
Title: | Chief Financial Officer | |||
ZLP MASTER OPPORTUNITY FUND, LTD. |
||||
By: | Zimmer Lucas Capital, LLC, its Investment | |||
Manager | ||||
By: | /s/ John Lee | |||
Name: | John Lee | |||
Title: | Chief Financial Officer | |||
ZLP FUND, L.P. |
||||
By: | Zimmer Lucas Partners, LLC, its General Partner | |||
By: | /s/ John Lee | |||
Name: | John Lee | |||
Title: | Chief Financial Officer | |||
UBS AG, LONDON BRANCH |
||||
By: | /s/ John DiBacco, Jr. | |||
Name: | John DiBacco, Jr. | |||
Title: | Managing Director | |||
By: | /s/ Thomas Regazzi | |||
Name: | Thomas Regazzi | |||
Title: | Executive Director | |||
Purchaser | ETE Common Units | Purchase Price | ||||||
AT MLP Fund, LLC |
600,000 | $ | 24,300,000.00 | |||||
Salient MLP Fund, LP |
121,500 | $ | 4,920,750.00 | |||||
Salient MLP & Energy Infrastructure
Fund, Inc. |
173,000 | $ | 7,006,500.00 | |||||
HFR RVA Salient MLP1.25X Master
Trust |
26,000 | $ | 1,053,000.00 | |||||
HEB Brand Savings and Retirement
Plan Trust |
24,500 | $ | 992,250.00 | |||||
ZLP Master Utility Fund, Ltd. |
40,022 | $ | 1,620,891.00 | |||||
ZLP Master Opportunity Fund, Ltd. |
152,300 | $ | 6,168,150.00 | |||||
ZLP Fund, L.P. |
345,679 | $ | 13,999,999.00 | |||||
UBS AG, London Branch |
1,931,135 | $ | 78,210,967.50 | |||||
TOTAL: |
3,414,136 | $ | 138,272,507.50 |
AT MLP Fund, LLC
|
Atlantic Trust 1700 Lincoln St. Suite 2500 Denver, CO 80203 |
|
Salient MLP Fund, LP
|
Salient Partners, L.P. 4265 San Felipe, 8th Floor Houston, TX 77027 |
|
Salient MLP & Energy Infrastructure Fund,
Inc.
|
Salient Partners, L.P. 4265 San Felipe, 8th Floor Houston, TX 77027 |
|
HFR RVA Salient MLP 1.25X Master Trust
|
Salient Partners, L.P. 4265 San Felipe, 8th Floor Houston, TX 77027 |
|
HEB Brand Savings and Retirement Plan Trust
|
Salient Partners, L.P. 4265 San Felipe, 8th Floor Houston, TX 77027 |
|
ZLP Master Utility Fund, Ltd.
|
Zimmer Lucas Partners, LLC 535 Madison Avenue 6th Floor New York, NY 10022 |
|
ZLP Master Opportunity Fund, Ltd.
|
Zimmer Lucas Partners, LLC 535 Madison Avenue 6th Floor New York, NY 10022 |
|
ZLP Fund, L.P.
|
Zimmer Lucas Partners, LLC 535 Madison Avenue 6th Floor New York, NY 10022 |
|
UBS AG, London Branch
|
UBS AG, London Branch c/o UBS Securities 677 Washington Blvd Stamford, CT 06901 With a copy to Equities Legal Fax: (203) 719-5627 |