Enterprise Products Partners Makes Offer
to Acquire Duncan Energy Partners

Enterprise Products Partners L.P. (NYSE:EPD) announced on February 23 that it has it has submitted a proposal to the chairman of the Audit, Conflicts and Governance Committee of the board of directors of the general partner of Duncan Energy Partners L.P. (NYSE:DEP) to purchase all of Duncan's outstanding publicly-held units through a unit-for-unit exchange. Subject to negotiation and execution of a definitive agreement, Enterprise would offer 0.9545 EPD common units for each outstanding publicly-held DEP common unit as part of a transaction that would be structured as a merger between Duncan Energy Partners and a wholly owned subsidiary of EPD. This represents a value of $42.00 per common unit, or a premium of approximately 30 percent, based on the 10-day average closing price of DEP on February 18, 2011.

Duncan Energy Partners was created and taken public by Enterprise in 2007 as an additional way for Enterprise to indirectly access the capital markets. According to analysts following MLPs, while this was a necessary strategy at the time, Enterprise's access to the capital markets has improved since then for a number of reasons, eliminating the primary reason for Duncan's existence. In addition, the acquisition will continue the simplification of Enterprise's structure that began last year with the merging in of its publicly traded general partner, Enterprise GP Holdings (EPE; click here for story).

To see the press release announcing the offer, click here.