Fitch: Proposed Enterprise Products and TEPPCO Combination Seen as Credit Neutral

CHICAGO--(Business Wire)--
Fitch Ratings views the possible combination of Enterprise Products Partners
L.P. (EPD), which owns Enterprise Products Operating LLC. (EPO) and TEPPCO
Partners, L.P. (TPP), as a credit neutral event for EPO, TPP, and Enterprise GP
Holdings L.P. (EPE), which currently owns the general partner interests in the
two entities as well as direct limited partner interests. This assessment is
based on the assumption that any transaction consummated would not add a
material amount of leverage to the combined entity. Fitch also assumes that the
debt at TPP and EPO would be pari passu. Given existing ownership interest at
the EPE level and past Federal Trade Commission (FTC) reviews, Fitch believes
there is minimal risk of FTC objection to a transaction. Fitch does not expect
there would be any material obstacles in EPO's and TPP's current note and bank
agreements that would prevent a combination of the two entities.

Earlier today, EPD announced that it made an offer to TPP to acquire TPP at an
exchange rate of 1.043 EPD limited partner units per TPP limited partner unit,
plus $1 cash consideration per unit. Based on current TPP units outstanding the
cash consideration would have been approximately $105 million. The offer
represented a 4.8% premium to TPP's units based on the 10-day average closing
prices on March 6, 2009, the business day prior to the date on which EPD made
the proposal to TPP. EPD did not specify the consideration that would be paid
for TPP's general partner interests.

Immediately following EPD's announcement, TPP released a statement declining the
proposal as presented but clarifying that a special committee of independent
directors that are members of the Audit, Conflicts and Governance Committee of
the TPP Board of Directors remains open to a possible acquisition by EPD, albeit
at a different value.

While there is little information available regarding the terms TPP would be
willing to accept, Fitch expects that EPO's credit profile following the
acquisition of TPP would remain relatively unchanged. The combination would
result in the creation of the largest energy partnership in the country, with
credit metrics expected to remain consistent with stand-alone ratios. However,
Fitch notes that greater asset diversification and potential synergies would be
of benefit to EPO creditors.

While TPP is also rated 'BBB-', TPP creditors could benefit from a combination
of the two companies through reduced operating risks due to the greater
diversification of assets at the combined entity and better prospects for
long-term cash flow growth given the scale of the combined assets and the
potential for organic growth. Additionally, Fitch expects the combined company
to have a stronger liquidity position and, possibly, a reduced cost of both
equity and debt capital which could lead to better returns on TPP-initiated
growth projects.

Fitch will continue to monitor developments and will assess the impact of any
potential transaction following the release of additional information from both
EPO and TPP.

Fitch has the following ratings on these entities, with a Stable Outlook:

EPO

--Long-Term Issuer Default Rating (IDR) 'BBB-';

--Senior Unsecured 'BBB-';

--Junior subordinated debt at 'BB+'.

TPP

--Long-Term IDR 'BBB-';

--Senior Unsecured 'BBB-';

--Junior Subordinated 'BB+'.

EPE

--Long-Term IDR 'BB-';

--Senior Secured 'BB'.

Fitch's rating definitions and the terms of use of such ratings are available on
the agency's public site, www.fitchratings.com. Published ratings, criteria and
methodologies are available from this site, at all times. Fitch's code of
conduct, confidentiality, conflicts of interest, affiliate firewall, compliance
and other relevant policies and procedures are also available from the 'Code of
Conduct' section of this site.

Fitch Ratings
Joseph Sorce, +1-312-368-3161 (Chicago)
Ralph Pellecchia, +1-212-908-0586 (New York)
Cindy Stoller, +1-212-908-0526 (Media Relations, New York)
cindy.stoller@fitchratings.com

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