Enterprise Products Partners and Oiltanking Partners have announced the completion of the merger of Oiltanking Partners with a subsidiary of Enterprise after Oiltanking Partners unitholders approved the merger during a unitholder meeting held in Houston.
Approximately 99.87% of the Oiltanking Partners common units that voted were cast in favour of the merger, including 54 799 604 (approximately 66% of the outstanding Oiltanking Partners common units) owned by Enterprise Products Operating LLC, a wholly owned subsidiary of Enterprise.
The total number of units that voted in favour of the merger represents approximately 92.18% of Oiltanking Partners’ total outstanding common units as of the record date. Excluding the units owned by Enterprise, approximately 99.54% of the Oiltanking common units that voted were cast in favour of the merger. The approval and adoption of the merger agreement and the merger required approval by holders of a majority of the outstanding Oiltanking Partners common units, in accordance with the merger agreement and Oiltanking Partners’ partnership agreement.
Under the terms of the merger agreement, unitholders of Oiltanking Partners (other than Enterprise and its subsidiaries) are entitled to receive 1.3 Enterprise common units for each Oiltanking Partners common unit. Cash will be paid to Oiltanking Partners unitholders in lieu of any fractional units they otherwise would have been entitled to receive in accordance with the merger agreement. As a result of the merger, Oiltanking Partners is now a wholly owned subsidiary of Enterprise and its common units will cease trading on the New York Stock Exchange at the close of business today. Enterprise common units will continue to trade on the New York Stock Exchange under the ticker symbol EPD.
“The completion of this merger is a significant milestone for our partnership,” said Michael A. Creel, Chief Executive Officer of the general partner of Enterprise. “Our ownership of Oiltanking Partners provides new avenues for growth and adds important marine terminals along the Texas Gulf Coast to our portfolio of assets. The combination of Enterprise’s system of midstream assets and Oiltanking Partners’ access to waterborne markets and crude oil and petroleum products storage assets will extend and broaden our midstream energy services business.”
On 1 October, 2014, Enterprise completed the first step of a two-step acquisition of Oiltanking Partners by paying approximately US$4.41 billion to Oiltanking Holding Americas, Inc. for the general partner of Oiltanking Partners, the related incentive distribution rights and approximately 66% of outstanding limited partner units of Oiltanking Partners. With the completion of this second step, total consideration paid by Enterprise for Oiltanking Partners was approximately US$5.9 billion.
Enterprise is one of the largest publicly traded partnerships and a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals. Its services include: natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage and import and export terminals (including liquefied petroleum gas or LPG); crude oil and refined products transportation, storage and terminals; offshore production platforms; petrochemical transportation and services; and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway systems and in the Gulf of Mexico.
Adapted from press release by Hannah Priestley-Eaton