Obligation Enterprise Product Operations 3.003% ( US29379VAN38 ) en USD

Enterprise Product Operations

100 % ▲

Etas-Unis

US29379VAN38 ( en USD )

3.003% par an ( paiement semestriel )

31/05/2067

Prospectus brochure de l'obligation Enterprise Products Operating US29379VAN38 en USD 3.003%, échéance 31/05/2067

1 000 USD

285 759 000 USD

29379VAN3

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/12/2025 ( Dans 138 jours )

Enterprise Products Operating L.L.C. est une société américaine de transport et de stockage d'énergie, possédant et exploitant un vaste réseau d'oléoducs, de gazoducs, de terminaux de stockage et d'installations de traitement.

L'Obligation émise par Enterprise Product Operations ( Etas-Unis ) , en USD, avec le code ISIN US29379VAN38, paye un coupon de 3.003% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2067

L'Obligation émise par Enterprise Product Operations ( Etas-Unis ) , en USD, avec le code ISIN US29379VAN38, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Enterprise Product Operations ( Etas-Unis ) , en USD, avec le code ISIN US29379VAN38, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

e424b2
Page 1 of 255
424B2 1 h67991b2e424b2.htm 424B2
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 2 of 255
Table of Contents

Filed pursuant to Rule 424 (b)(2)
Registration No. 333-162091
Registration No. 333-162091-01

PROSPECTUS

Enterprise Products Operating LLC

Unconditionally Guaranteed by
Enterprise Products Partners L.P.

Offers to Exchange
All Outstanding Notes of the Series Specified Below
and Solicitation of Consents to Amend the Related Indentures

Expiration Date: 9:00 a.m., New York City Time, October 26, 2009, unless extended

We are conducting the exchange offers and solicitation of consents set forth in this prospectus and related letter of transmittal and consent in connection with, and subject to the consummation
of, the planned acquisition of TEPPCO Partners, L.P. ("TEPPCO") by Enterprise Products Partners L.P. ("Enterprise") pursuant to the agreement and plan of merger referred to below. We are
offering to exchange all validly tendered and accepted notes that were issued by TEPPCO with notes to be issued by Enterprise Products Operating LLC ("EPO"), the operating subsidiary of
Enterprise, and guaranteed by Enterprise, each as described in the table below.

Aggregate

Series of Notes Issued by

Series of Notes to be
Principal

TEPPCO to be Exchanged

CUSIP No. [ISIN] of

Issued by EPO (Collectively,
Amount

(Collectively, the ``TEPPCO Notes")

TEPPCO Notes

the ``Enterprise Notes")(1)

$500,000,000
7.625% Senior Notes due February 15, 2012, and the guarantees thereof
872384AA0
7.625% Senior Notes due

February 15, 2012
$200,000,000
6.125% Senior Notes due February 1, 2013, and the guarantees thereof
872384AB8
6.125% Senior Notes due

February 1, 2013
$250,000,000
5.90% Senior Notes due April 15, 2013, and the guarantees thereof
872384AD4
5.90% Senior Notes due

April 15, 2013
$350,000,000
6.65% Senior Notes due April 15, 2018, and the guarantees thereof
872384AE2
6.65% Senior Notes due

April 15, 2018
$400,000,000
7.55% Senior Notes due April 15, 2038, and the guarantees thereof
872384AF9
7.55% Senior Notes due

April 15, 2038
$300,000,000
7.000% Fixed/Floating Rate Junior Subordinated Notes due June 1, 2067,
872384AC6 [US872384AC61]
7.000% Fixed/Floating Rate Junior

and the guarantees thereof

Subordinated Notes due June 1, 2067

(1) The Enterprise Notes will be issued by EPO and will be fully and unconditionally guaranteed on an unsecured basis by its parent entity, Enterprise.

In exchange for each TEPPCO Note that is validly tendered and accepted, holders will receive a new Enterprise Note in a principal amount equal to the exchange price of such tendered
TEPPCO Note. The principal amount of each new Enterprise Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and we will pay cash equal to the remaining portion,
if any, of the exchange price of such TEPPCO Note. The exchange price for each TEPPCO Note will be 100% of its principal amount if it is validly tendered (and not validly withdrawn)
either prior to 5:00 p.m., New York City time, on October 6, 2009 (the "Early Consent Date"), or after the Early Consent Date and prior to the expiration date (as defined below) of the
exchange offers. We have extended our offer of 100% of the principal amount for tenders made after the Early Consent Date and prior to the expiration date based on our receipt of the requisite
consents as of the Early Consent Date. Each new Enterprise Note issued in exchange for a TEPPCO Note will have an identical interest rate, interest payment dates, redemption terms and maturity
as the corresponding TEPPCO Note for which it is offered in exchange, and will accrue interest from the most recent interest payment date of the tendered TEPPCO Note. The Enterprise Notes
will be issued by EPO and be fully and unconditionally guaranteed on an unsecured basis by Enterprise as compared with the TEPPCO Notes, which are guaranteed by certain subsidiaries of
TEPPCO. The exchange offers will expire immediately following 9:00 a.m., New York City time, on October 26, 2009, unless extended (the "expiration date"). You may withdraw tendered
TEPPCO Notes at any time prior to the expiration date. As of the date of this prospectus, there was $2,000,000,000 principal amount of outstanding TEPPCO Notes.

Concurrently with the exchange offers, we are also soliciting consents from each holder of the TEPPCO Notes, on behalf of TEPPCO and upon the terms and conditions set forth in this
prospectus and the related letter of transmittal and consent ("letter of transmittal"), to certain proposed amendments (the "proposed amendments") to, as applicable:

· the indenture, dated as of February 20, 2002, as amended, by and among TEPPCO as issuer, TE Products Pipeline Company, LLC (f/k/a TE Products Pipeline Company, Limited
Partnership), TCTM, L.P., TEPPCO Midstream Companies, LLC (f/k/a TEPPCO Midstream Companies, L.P.) and Val Verde Gas Gathering Company, L.P. as subsidiary guarantors, and
U.S. Bank National Association (successor in interest to Wachovia Bank, National Association and First Union National Bank) as trustee (the "2002 TEPPCO Indenture"); or

· the indenture, dated as of May 14, 2007, as amended, by and among TEPPCO as issuer, TE Products Pipeline Company, LLC (f/k/a TE Products Pipeline Company, Limited Partnership),
TCTM, L.P., TEPPCO Midstream Companies, LLC (f/k/a TEPPCO Midstream Companies, L.P.) and Val Verde Gas Gathering Company, L.P. as subsidiary guarantors, and The Bank of
New York Mellon Trust Company, N.A. (successor in name to The Bank of New York Trust Company, N.A.) as trustee (the "2007 TEPPCO Indenture").

The 2002 TEPPCO Indenture and the 2007 TEPPCO Indenture are referred to collectively as the "TEPPCO Indentures."

A holder validly tendering TEPPCO Notes for exchange will, by tendering those notes, be deemed to have validly delivered its consent to the proposed amendments to the applicable TEPPCO
Indenture under which those notes were issued, as further described under "The Proposed Amendments." You may revoke your consent at any time prior to the Early Consent Date, but you may
not do so after the Early Consent Date. If the requisite consents of the holders of a majority in aggregate principal amount of each series of TEPPCO Notes issued under the relevant TEPPCO
Indenture, as described more fully herein, are received, it is anticipated that TEPPCO, the trustee for the respective TEPPCO Indenture and the other parties to the respective TEPPCO Indenture
will enter into supplemental indentures with respect to the affected notes that will, subject to the successful completion of the applicable exchange offer, have the effect of eliminating all of the
restrictive covenants contained in the applicable TEPPCO Indenture.

Our obligations to complete the exchange offers and consent solicitations are conditioned upon, among other things, consummation of the merger referred to below and receipt of
valid consents sufficient to effect all of the proposed amendments to the TEPPCO Indentures. The merger and related transactions are not conditioned upon the commencement or
completion of the exchange offers or consent solicitations.

On June 28, 2009, the board of directors of Enterprise Products GP, LLC ("Enterprise GP"), the general partner of Enterprise, and the board of directors of Texas Eastern Products Pipeline
Company, LLC ("TEPPCO GP"), the general partner of TEPPCO, agreed to combine the businesses of Enterprise and TEPPCO by merger (the "merger") pursuant to an Agreement and Plan of
Merger dated as of June 28, 2009, by and among Enterprise, Enterprise GP, Enterprise Sub B LLC, TEPPCO and TEPPCO GP (the "merger agreement"). Immediately prior to and as a condition
to the merger, TEPPCO GP will merge with a wholly owned subsidiary of Enterprise ("GP Merger"). As a result of the merger, the outstanding limited partner interests in TEPPCO will be
extinguished, TEPPCO will merge with a wholly owned subsidiary of Enterprise, and TEPPCO and its operating subsidiaries will become directly or indirectly owned by Enterprise. TEPPCO and
Enterprise are affiliated partnerships controlled by Dan L. Duncan. In the merger, TEPPCO unitholders, except for a privately held affiliate of EPCO, Inc. ("EPCO," a private company controlled
by Mr. Duncan), will receive 1.24 common units of Enterprise for each TEPPCO unit. The privately held affiliate of EPCO will exchange its 11,486,711 TEPPCO units for 14,243,521 Enterprise
units, based on the 1.24 exchange ratio, which will consist of 9,723,090 Enterprise common units and 4,520,431 Enterprise Class B units. The Class B units will not be entitled to regular quarterly
cash distributions for the first 16 quarters following the closing of the merger and will convert automatically into the same number of Enterprise common units on the date immediately following
the payment date of the sixteenth quarterly distribution following the closing of the merger. Enterprise common unitholders will continue to own their existing common units, which will not be
affected by the merger.

http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 3 of 255
In order to complete the merger, the merger agreement and the merger must be approved by the affirmative vote of the TEPPCO unitholders holding at least a majority of the outstanding
TEPPCO units. In addition, the number of votes actually cast in favor of the proposal by "Unaffiliated TEPPCO Unitholders," which consist of TEPPCO unitholders other than Mr. Duncan,
EPCO, certain other privately held affiliates of Mr. Duncan, TEPPCO GP, Enterprise, Enterprise GP and specified officers and directors of TEPPCO GP, Enterprise GP and the general partners of
Enterprise GP Holdings L.P., the 100% owner of TEPPCO GP ("Enterprise GP Holdings"), must exceed the number of votes actually cast against the proposal by the Unaffiliated TEPPCO
Unitholders in order for the proposal to be approved. The obligations of Enterprise and TEPPCO to complete the merger are also subject to the satisfaction or waiver of several other conditions to
the merger, including receiving approvals from regulatory agencies. If the merger agreement is terminated for any reason, Enterprise intends promptly to terminate the exchange offers and the
solicitation of consents.

We plan to issue new Enterprise Notes promptly after the consummation of the merger and the expiration of the exchange offers (in exchange for TEPPCO Notes that are validly tendered and
not withdrawn before the expiration date). The TEPPCO Notes are not, and the Enterprise Notes will not be, listed on any securities exchange.

This investment involves risks. Prior to participating in any of the exchange offers and consenting to the proposed amendments to a TEPPCO Indenture, please see the section
entitled "Risk Factors" beginning on page 20 of this prospectus for a discussion of the risks that you should consider in connection with your investment in the Enterprise Notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

None of Enterprise, EPO or their subsidiaries, TEPPCO, the exchange agent, the information agent, the trustee under either of the TEPPCO Indentures, the trustee under the Enterprise
indentures or the dealer managers makes any recommendation as to whether holders of TEPPCO Notes should exchange their notes in the exchange offers or deliver consents to the proposed
amendments to the TEPPCO Indentures.

The dealer managers for the exchange offers and solicitation agents for consent solicitations are :
Citi
J.P. Morgan

The date of this prospectus is October 7, 2009
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 4 of 255

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
i
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
ii
WHERE YOU CAN FIND MORE INFORMATION
iii
SUMMARY
1
RISK FACTORS
20
USE OF PROCEEDS
27
THE COMPANIES
28
THE MERGERS
30
THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
35
DESCRIPTION OF THE DIFFERENCES BETWEEN THE ENTERPRISE NOTES AND THE
TEPPCO NOTES
47
THE PROPOSED AMENDMENTS
63
DESCRIPTION OF THE ENTERPRISE NOTES
65
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
103
ERISA CONSIDERATIONS
110
LEGAL MATTERS
111
EXPERTS
111
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
F-1
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS F-9
Annex A -- Form of Supplemental Indenture to 2002 TEPPCO Indenture
A-1
Annex B -- Form of Supplemental Indenture to 2007 TEPPCO Indenture
B-1
Annex C -- Form of Replacement Capital Covenant
C-1

ABOUT THIS PROSPECTUS

The information contained in this prospectus is not complete and may be changed. You should rely only
on the information provided in or incorporated by reference in this prospectus, any prospectus supplement, or
documents to which we otherwise refer you. We have not authorized anyone else to provide you with
different information. We are not making an offer of any securities in any jurisdiction where the offer is not
permitted. You should not assume that the information in this prospectus, any prospectus supplement or any
document incorporated by reference is accurate as of any date other than the date of the document in which
such information is contained or such other date referred to in such document, regardless of the time of any
sale or issuance of a security.

This prospectus is part of a registration statement that we have filed with the Securities and Exchange
Commission, or SEC or the Commission. You should read this prospectus and any prospectus supplement
together with the registration statement, the exhibits thereto and the additional information described under
the heading "Where You Can Find More Information."

i
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 5 of 255
Table of Contents

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain various forward-looking statements
and information that are based on the beliefs of Enterprise and TEPPCO and those of their respective general
partners, as well as assumptions made by Enterprise and TEPPCO and information currently available to
them. When used in this prospectus, words such as "anticipate," "project," "expect," "plan," "goal,"
"forecast," "intend," "could," "believe," "may," and similar expressions and statements regarding plans and
objectives for future operations, are intended to identify forward-looking statements. They include statements
regarding the timing and expected benefits of the business combination transaction involving Enterprise and
TEPPCO, and also include statements relating to or regarding:

· expected commercial and operational synergies over time;

· cash flow growth and accretion;

· future distribution increases and growth;

· internal growth projects;

· future issuances of debt and equity securities; and

· other objectives, expectations and intentions and other statements that are not historical facts.

These statements are based on the current expectations and estimates of the management of Enterprise
and TEPPCO and their respective general partners; actual results may differ materially due to certain risks
and uncertainties. Although Enterprise, TEPPCO and their respective general partners believe that the
expectations reflected in such forward-looking statements are reasonable, they cannot give assurances that
such expectations will prove to be correct. For instance, although Enterprise and TEPPCO have signed a
merger agreement, there is no assurance that they will complete the proposed merger. The merger agreement
will terminate if TEPPCO does not receive the necessary approval of its unitholders, and also may be
terminated if any conditions to closing are not satisfied, in any of which cases the exchange offers and
consent solicitations will also terminate. Other risks and uncertainties that may affect actual results include:

· Enterprise's failure to successfully integrate the respective business operations of Enterprise and
TEPPCO upon completion of the merger or its failure to successfully integrate any future acquisitions,
maintain key personnel and customer relationships and obtain favorable contract renewals;

· the failure to realize the anticipated cost savings, synergies and other benefits of the proposed merger;

· the failure of risk management activities;

· environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;

· maintenance of the combined company's credit rating and ability to receive open credit from its
suppliers and trade counterparties;

· declines in volumes transported on the combined company's pipelines or barges;

· reduction in demand for natural gas, various grades of crude oil, refined products, NGLs and
petrochemicals and resulting changes in pricing conditions or pipeline throughput requirements;

· fluctuations in refinery capacity;

· the availability of, and the combined company's ability to consummate, acquisition or combination
opportunities;

· Enterprise's access to capital to fund additional acquisitions and Enterprise's ability to obtain debt or
equity financing on satisfactory terms;

· unanticipated changes in crude oil market structure and volatility (or lack thereof);

· the impact of current and future laws, rulings and governmental regulations;

ii
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 6 of 255
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 7 of 255
Table of Contents

· the effects of competition;

· continued creditworthiness of, and performance by, the combined company's counterparties;

· interruptions in service and fluctuations in rates of third party pipelines that affect the combined
company's assets;

· increased costs or lack of availability of insurance;

· fluctuations in crude oil, natural gas, NGL and related hydrocarbon prices and production due to
weather and other natural and economic forces;

· shortages or cost increases of power supplies, materials or labor;

· weather interference with business operations or project construction;

· terrorist attacks aimed at Enterprise's or TEPPCO's facilities;

· general economic, market or business conditions; and

· other factors and uncertainties discussed in this prospectus and Enterprise's and TEPPCO's respective
filings with the SEC, including their Annual Reports on Form 10-K for the year ended December 31,
2008 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009.

You should not put undue reliance on any forward-looking statements. When considering forward-
looking statements, please review carefully the risk factors described under "Risk Factors" in this prospectus
and incorporated by reference into this document.

WHERE YOU CAN FIND MORE INFORMATION

Enterprise and TEPPCO file annual, quarterly and current reports, and other information with the SEC
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You may read and copy any
document filed with the SEC at its public reference room at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information regarding the public
reference room. The filings are also available to the public at the SEC's web site at http://www.sec.gov. In
addition, documents filed by Enterprise and TEPPCO can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.

The SEC allows Enterprise to incorporate by reference information about Enterprise and TEPPCO into
this prospectus, which means that Enterprise can disclose important information to you about Enterprise and
TEPPCO by referring you to those documents. The information about Enterprise and TEPPCO incorporated
by reference is considered to be part of this prospectus, except for any information that is superseded by
information that is included directly in this prospectus. Any later information filed with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act by Enterprise or TEPPCO up until the expiration of the
exchange offers shall be deemed to be incorporated by reference into this prospectus and will automatically
update and supersede this information. Therefore, before you tender your TEPPCO Notes, you should always
check for reports that Enterprise and TEPPCO may have filed with the SEC after the date of this prospectus.

This prospectus incorporates by reference the documents listed below that Enterprise and TEPPCO have
previously filed with the SEC, excluding any information in a Form 8-K furnished pursuant to Items 2.02 or
7.01 (unless otherwise indicated), which is not deemed filed under the Exchange Act.

Enterprise's Filings (Commission File No. 1-14323)

· Annual Report on Form 10-K for the year ended December 31, 2008 (retrospectively adjusted by our
Current Report on Form 8-K as filed with the SEC on July 8, 2009 for the adoption of SFAS 160 and
EITF 07-4);

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009; and

iii
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 8 of 255
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 9 of 255
Table of Contents

· Current Reports on Form 8-K filed with the SEC on January 12, 2009, January 16, 2009, January 23,
2009, February 5, 2009, March 12, 2009 (retrospectively adjusted by our Current Report on Form 8-K
as filed with the SEC on July 8, 2009 for the adoption of SFAS 160), April 2, 2009, April 21, 2009,
May 11, 2009, June 5, 2009, June 10, 2009, June 29, 2009, July 8, 2009, August 10, 2009,
September 4, 2009, September 18, 2009, September 21, 2009, September 23, 2009, September 30,
2009 and October 5, 2009.

You may request a copy of these filings at no cost by making written or telephone requests for copies to:
Enterprise Products Partners L.P., Attention: Investor Relations, 1100 Louisiana, Suite 1000, Houston,
Texas 77002; Telephone: (713) 381-6500.

Enterprise also makes available free of charge on its internet web site at http://www.epplp.com its annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments
to those reports, as soon as reasonably practicable after it electronically files such material with, or furnishes
it to, the SEC. Information contained on Enterprise's web site is not part of this prospectus.

TEPPCO's Filings (Commission File No. 1-10403)

· Annual Report on Form 10-K for the year ended December 31, 2008;

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009; and

· Current Reports on Form 8-K filed with the SEC on January 16, 2009, January 23, 2009, February 5,
2009, March 5, 2009 (retrospectively adjusted by our Current Report on Form 8-K as filed with the
SEC on July 8, 2009 for the adoption of SFAS 160), March 12, 2009, April 21, 2009, April 23, 2009,
April 29, 2009, May 12, 2009, June 29, 2009, July 8, 2009, August 10, 2009, September 3, 2009 and
September 18, 2009.

You may request a copy of these filings at no cost by making written or telephone requests for copies to:
TEPPCO Partners, L.P., Attention: Investor Relations, 1100 Louisiana, Suite 1600, Houston, Texas 77002;
Telephone: (713) 381-3636.

TEPPCO also makes available free of charge on its internet web site at http://www.teppco.com its annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments
to those reports, as soon as reasonably practicable after it electronically files such material with, or furnishes
it to, the SEC. Information contained on TEPPCO's web site is not part of this prospectus.

Documents incorporated by reference and made available by Enterprise and TEPPCO exclude any
exhibits to those documents unless the exhibit is specifically incorporated by reference into this prospectus.

We have not authorized anyone to give any information or make any representation about the merger, the
exchange offers, the consent solicitations, Enterprise or TEPPCO, that is different from, or in addition to, the
information contained in this prospectus or in any materials that have been incorporated into this prospectus
by reference. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are
in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the
securities offered by this prospectus is unlawful, then the offer presented in this prospectus does not extend to
you. The information contained in this prospectus speaks only as of the date of this prospectus unless the
information specifically indicates that another date applies.

iv
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009

e424b2
Page 10 of 255
Table of Contents

SUMMARY

This summary highlights some of the information in this prospectus. It may not contain all of the
information that is important to you. To understand the exchange offers and consent solicitations fully
and for a more complete description of the terms of the merger, you should read carefully this
prospectus and the documents we incorporate by reference. Please also read "Where You Can Find
More Information." We have included references to other portions of this prospectus to direct you to a
more complete description of the topics presented in this summary. You should also read "Risk
Factors" in this prospectus as well as Item 1A "Risk Factors" incorporated by reference into this
prospectus from Enterprise and TEPPCO's respective most recent Annual Reports on Form 10-K and
subsequent quarterly reports on Form 10-Q, for more information about important risks that you
should consider before making an investment decision in any of the exchange offers and consent
solicitations.

The Enterprise Notes are solely the obligations of EPO and, to the extent described in this
prospectus, are guaranteed by Enterprise. Accordingly, unless the context otherwise indicates,
references to "EPO," "us," "we," "our" and like terms refer to Enterprise Products Operating LLC
and do not include any of its subsidiaries or unconsolidated affiliates or Enterprise. Likewise, unless
the context otherwise indicates, including with respect to financial and operating information that is
presented on a consolidated basis, "Enterprise" and "Parent Guarantor" refer to Enterprise Products
Partners L.P. and not its subsidiaries or unconsolidated affiliates.

Unless otherwise indicated, pro forma financial results presented in this prospectus give effect to
(i) the completion of the merger with TEPPCO, (ii) the consummation of the exchange offers with
respect to all of the TEPPCO Notes and (iii) the planned contribution of TEPPCO and its general
partner to EPO promptly following the merger and the exchange offers. Based on the foregoing, there
will be no difference in the net debt of Enterprise or EPO whether or not the exchange offers
contemplated by this prospectus occur. The pro forma financial statements do not include (i) the
issuance of 5,940,594 common units by Enterprise in a private placement to an affiliate of Dan Duncan
on September 8, 2009, (ii) the issuance of an aggregate of 8,337,500 common units by Enterprise on
September 25, 2009 and September 30, 2009 in a public offering, or (iii) the issuance by us of
$1.1 billion of senior notes on October 5, 2009, or the net proceeds received from these issuances of
securities or the application of the net proceeds therefrom (including the repayment of senior notes due
October 2009).

The Companies

EPO and Enterprise. Enterprise is a North American midstream energy company that provides a
wide range of services to producers and consumers of natural gas, NGLs, crude oil and certain
petrochemicals. Enterprise is an industry leader in the development of pipeline and other midstream
infrastructure in the continental United States and Gulf of Mexico. Enterprise's midstream asset
network links producers of natural gas, NGLs and crude oil from some of the largest supply basins in
the United States, Canada and the Gulf of Mexico with domestic consumers and international markets.
Enterprise operates an integrated midstream asset network within the United States that includes:
natural gas gathering, treating, processing, transportation and storage; NGL fractionation (or
separation), transportation, storage, and import and export terminaling; crude oil transportation;
offshore production platform services; and petrochemical transportation and services. NGL products
(ethane, propane, normal butane, isobutane and natural gasoline) are used as raw materials by the
petrochemical industry, as feedstocks by refiners in the production of motor gasoline and as fuel by
industrial and residential users.

Enterprise is a publicly traded Delaware limited partnership formed in 1998 and Enterprise's
common units are listed on the New York Stock Exchange, or NYSE, under the ticker symbol "EPD."
Enterprise is owned 98.0% by its limited partners and 2.0% by its general partner, Enterprise GP.
Enterprise GP is owned by a publicly traded affiliate, Enterprise GP Holdings, the common units of
which are listed on the NYSE under the ticker symbol "EPE."

EPO is a wholly owned subsidiary of Enterprise. Immediately after giving effect to the proposed
mergers, TEPPCO's general partner and TEPPCO will also be direct and indirect wholly owned
subsidiaries of Enterprise. Enterprise currently plans to convey its interests in TEPPCO's general
http://www.sec.gov/Archives/edgar/data/1061219/000095012309049008/h67991b2e424b2.htm
11/4/2009