Fitch Affirms Enterprise Products & TEPPCO Following Definitive Merger Agreement

CHICAGO--(Business Wire)--
Fitch Ratings has affirmed the 'BBB-' Issuer Default Rating (IDR) for Enterprise
Products Operating LLC (EPO), the operating subsidiary of Enterprise Products
Partners L.P. (EPD), following the announcement that TEPPCO Partners L.P. (TPP)
has signed a definitive agreement to merge with EPD in an all equity
transaction, forming the largest publicly traded energy partnership. Fitch has
also affirmed the ratings for TPP and for Enterprise GP Holdings L.P. (EPE),
which owns the EPD and TPP general partners as well as direct limited partners
interest in both entities. These rating actions assume that the debt at TPP and
EPO would be pari passu, EPD will be able to maintain or refinance TPP's current
revolver borrowings and pro forma credit measures at EPO remain consistent with
Fitch's pre-merger estimates.

Under the terms of the agreement, EPD will issue 1.24 EPD units for each TPP
unit. In addition, EPE will receive 1.3 million EPD units as consideration for
its ownership of the TPP general partner, which will become a wholly owned
subsidiary of EPD. The transaction will be cash neutral to EPE after taking into
account the incremental cash distributions from EPD's general partner following
the acquisition. In addition, EPCO Holdings will exchange its TPP units for a
combination of EPD limited partner units and Class B units that will forego
distributions for 16 quarters following the closing of the transaction. This
represents approximately $40 million of distributions foregone. The transaction
must be approved by a simple majority of TPP units outstanding and by a majority
of unaffiliated (non-EPCO) unit holders.

As Fitch communicated in its press release following the announcement of the
original proposed transaction, the acquisition of TPP by EPD is a credit neutral
event for both credits and for EPE. EPO's credit profile will remain largely
unchanged with the exception of its larger scale and additional assets including
TPP's fee based refined products transportation assets. Additionally, TPP's
creditors would enjoy the benefits of greater asset diversification as well as
an overall lower cost of capital, which could help to boost the returns on TPP
growth projects.

The transaction is expected to close in the fourth quarter of 2009 following
customary regulatory approvals, including that under the Hart-Scott-Rodino
Antitrust Improvements Act and the TPP unitholder vote.

Fitch affirms the following ratings:

EPO

--IDR at 'BBB-';

--Senior Unsecured at 'BBB-';

--Junior Subordinated at 'BB+'.

TPP

--IDR at 'BBB-';

--Senior Unsecured at 'BBB-';

--Junior Subordinated at 'BB+'.

EPE

--IDR at 'BB-';

--Senior Secured at 'BB'.

The Rating Outlook is Stable for each issuer.

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, 312-368-3161, Chicago
Ralph Pellecchia, 212-908-0586, New York
or
Media Relations:
Cindy Stoller, 212-908-0526, New York
Email: cindy.stoller@fitchratings.com

Copyright Business Wire 2009