UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
ENERGY
TRANSFER EQUITY, L.P.
(Name of
Issuer)
Common
Units
(Title of
Class of Securities)
29273V100
(CUSIP
Number)
Richard
H. Bachmann
1100
Louisiana Street, 10th Floor
Houston,
Texas 77002
(713)
381-6500
(Name,
Address and Telephone Number
of Person
Authorized to Receive Notices
and
Communications)
March
29, 2010
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report this
acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
SCHEDULE
13D
|
CUSIP
No.
|
29273V100
|
|||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|||||||||
|
Randa Duncan
Williams
|
||||||||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|||||||
|
(b)
|
□
|
|||||||||
|
3
|
SEC
USE ONLY
|
|||||||||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|||||||||
|
OO
|
||||||||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
||||||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||||||
|
United States of
America
|
||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
||||||||
|
0
|
||||||||||
|
8
|
SHARED
VOTING POWER
|
|||||||||
|
38,976,090
|
||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
|||||||||
|
0
|
||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
|||||||||
|
38,976,090
|
||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||||||
|
38,976,090
|
||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
□
|
N/A
|
|||||||
|
(SEE
INSTRUCTIONS)
|
||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||||||
|
17.5%
(based on the 222,941,172 Common Units reported by the Issuer as
outstanding as of February 16, 2010)
|
||||||||||
|
14
|
TYPE
OF REPORTING PERSON
|
|||||||||
|
IN
|
||||||||||
2
SCHEDULE 13D
|
CUSIP
No.
|
29273V100
|
|||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|||||||||
|
The Voting Trustees of the Dan
Duncan LLC Voting Trust
|
||||||||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|||||||
|
(b)
|
□
|
|||||||||
|
3
|
SEC
USE ONLY
|
|||||||||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|||||||||
|
OO
|
||||||||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
||||||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||||||
|
United States of
America
|
||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
||||||||
|
0
|
||||||||||
|
8
|
SHARED
VOTING POWER
|
|||||||||
|
38,976,090
|
||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
|||||||||
|
0
|
||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
|||||||||
|
38,976,090
|
||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||||||
|
38,976,090
|
||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
□
|
N/A
|
|||||||
|
(SEE
INSTRUCTIONS)
|
||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||||||
|
17.5%
|
||||||||||
|
14
|
TYPE
OF REPORTING PERSON
|
|||||||||
|
IN
|
||||||||||
3
SCHEDULE
13D
|
CUSIP
No.
|
29273V100
|
|||||||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
|||||||||
|
The Voting Trustees of the
EPCO, Inc. Voting Trust
|
||||||||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
(a)
|
□
|
|||||||
|
(b)
|
□
|
|||||||||
|
3
|
SEC
USE ONLY
|
|||||||||
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|||||||||
|
OO
|
||||||||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
□
|
||||||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||||||||
|
United States of
America
|
||||||||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
||||||||
|
0
|
||||||||||
|
8
|
SHARED
VOTING POWER
|
|||||||||
|
38,976,090
|
||||||||||
|
9
|
SOLE
DISPOSITIVE POWER
|
|||||||||
|
0
|
||||||||||
|
10
|
SHARED
DISPOSITIVE POWER
|
|||||||||
|
38,976,090
|
||||||||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||||||
|
38,976,090
|
||||||||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
□
|
N/A
|
|||||||
|
(SEE
INSTRUCTIONS)
|
||||||||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||||||
|
17.5%
|
||||||||||
|
14
|
TYPE
OF REPORTING PERSON
|
|||||||||
|
IN
|
||||||||||
4
Item
1. Security and Issuer.
This
Schedule 13D relates to the common units (the “Common Units”) representing
limited partner interests in Energy Transfer Equity, L.P., a Delaware limited
partnership (the “Issuer” or “ETE”), whose principal executive offices are
located at 3738 Oak Lawn Ave, Dallas, Texas 75219.
Item
2. Identity and Background.
This
Schedule 13D is being filed by:
(1) the
voting trustees (the “DD LLC Trustees”) of the Dan Duncan LLC Voting Trust (the
“DD LLC Voting Trust”) pursuant to the Dan Duncan LLC Voting Trust Agreement by
and among Dan Duncan LLC, Dan L. Duncan as the sole member and Dan L. Duncan as
the initial voting trustee (the “DD Trust Agreement”);
(2) the
voting trustees (the “EPCO Trustees”) of the EPCO, Inc. Voting Trust (the “EPCO
Voting Trust”) pursuant to the EPCO, Inc. Voting Trust Agreement, by and among
EPCO, Inc., Dan L. Duncan as the shareholder and Dan L. Duncan as the initial
voting trustee (the “EPCO Trust Agreement”); and
(3) Randa
Duncan Williams, an individual person.
The DD
LLC Trustees are voting trustees that collectively hold the sole membership
interest in Dan Duncan LLC, a Texas limited liability company (“DD LLC”), on
behalf of the estate of Dan L. Duncan (the “Estate”) as the beneficial owner of
the membership interests succeeding Dan L. Duncan. The voting
trustees under the DD Trust Agreement consist of up to three
trustees. The current DD LLC Trustees are: (1) Randa Duncan Williams,
a daughter of Mr. Duncan; (2) Dr. Ralph S. Cunningham; and (3) Richard H.
Bachmann. The DD Trust Agreement is governed by Texas
law. The business address of the DD LLC Trustees is 1100 Louisiana
Street, 10th Floor, Houston, Texas 77002.
The EPCO
Trustees are voting trustees that collectively hold all of the outstanding
shares of Class A Common Stock, the only class of capital stock with voting
rights (the “Class A Common Stock”), in Enterprise Products Company, a Texas
corporation formerly named EPCO, Inc. (“EPCO”), on behalf of the Estate as the
beneficial owner succeeding Dan L. Duncan, who was the beneficial owner of the
Class A Common Stock. The voting trustees under the EPCO Trust
Agreement consist of up to three voting trustees. The current EPCO
Trustees are: (1) Randa Duncan Williams; (2) Dr. Ralph S. Cunningham; and
(3) Richard H. Bachmann. The EPCO Trust Agreement is governed by Texas
law. The business address of the EPCO Trustees is 1100 Louisiana
Street, 10th Floor, Houston, Texas 77002.
Randa
Duncan Williams is a voting trustee of each of the DD LLC Voting Trust and the
EPCO Voting Trust and a beneficiary of the Estate. The business
address of Ms. Williams is 1100 Louisiana Street, 10th Floor, Houston, Texas
77002.
As of
April 9, 2010, no executor had been appointed for the Estate.
Dr.
Cunningham is currently the President and Chief Executive Officer of EPE
Holdings, LLC, a Delaware limited liability company (“EPE Holdings”), which is
the general partner of Enterprise GP Holdings L.P., a Delaware limited
partnership (“EPE”). Dr. Cunningham is also Group Vice Chairman and a
Director of EPCO, and Executive Vice President and a Manager of DD
LLC. Dr. Cunningham is a director of LE GP, LLC, the general partner
of the Issuer (the “Issuer GP”), as well as a director of the general partners
of Enterprise Products Partners, L.P. and Duncan Energy Partners
L.P. Dr. Cunningham is a U.S. citizen.
Mr.
Bachmann is currently the Executive Vice President and Chief Legal Officer of
the general partner of Enterprise Products Partners, L.P., and the President and
Chief Executive Officer of the general partner of Duncan Energy Partners
L.P. Mr. Bachmann is also Group Vice Chairman, Chief Legal Officer,
Secretary and a Director of EPCO, and Executive Vice President, Chief Legal
Officer, Secretary and a Manager of DD LLC. Mr. Bachmann is a U.S.
citizen.
Ms.
Williams is currently Group Co-Chairman of EPCO. Ms. Williams is a
U.S. citizen.
5
The DD
LLC Trustees, the EPCO Trustees and Randa Duncan Williams are collectively
referred to herein as the “Reporting Persons.”
During
the last five years, no Reporting Person has been: (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
Upon the
passing of Dan L. Duncan on March 29, 2010, voting control of the membership
interest of DD LLC was transferred to the DD LLC Trustees pursuant to the DD
Trust Agreement among DD LLC, Dan L. Duncan, as member, and Dan L. Duncan, as
initial sole voting trustee. The Estate is the successor to Mr.
Duncan’s personal beneficial ownership of the member interests in DD
LLC.
Upon the
passing of Dan L. Duncan on March 29, 2010, voting control of all of Dan L.
Duncan’s Class A Common Stock of EPCO was transferred to the EPCO Trustees
pursuant to the EPCO Trust Agreement among EPCO, Dan L. Duncan as a shareholder,
and Dan L. Duncan as the voting trustee. The Estate is the successor
to Mr. Duncan’s personal beneficial ownership in the Class A Common Stock of
EPCO.
Item
4. Purpose of the Transaction.
As
disclosed in Item 3, the DD LLC Trustees collectively obtained record ownership
of the membership interests of DD LLC on March 29, 2010 as a result of the
passing of Dan L. Duncan. The DD LLC Trustees serve in such capacity
without compensation, but they are entitled to incur reasonable charges and
expense deemed necessary and proper for administering the DD Trust Agreement and
to reimbursement and indemnification.
The EPCO
Trustees collectively obtained record ownership of the Class A Common Stock of
EPCO on March 29, 2010 as a result of the passing of Dan L.
Duncan. The EPCO Trustees serve in such capacity without
compensation, but they are entitled to incur reasonable charges and expense
deemed necessary and proper for administering the EPCO Trust Agreement and to
reimbursement and indemnification.
In
connection with the Securities Purchase Agreement (the “ETE Purchase
Agreement”), entered into as of May 7, 2007, by and among EPE, Natural Gas
Partners VI, L.P. (“NGP”), Ray C. Davis (“Davis”), Avatar Holdings, LLC (“Avatar
LLC”), Avatar Investments, LP (“Avatar LP”), Lon Kile (“Kile”), MHT Properties,
Ltd. (“MHT Properties”), P. Brian Smith Holdings, LP (“Smith Holdings”), and the
Issuer GP, pursuant to which EPE purchased equity units representing membership
interests of the Issuer GP from Davis and NGP, and Common Units from Davis,
Avatar LLC, Avatar LP, NGP, Kile, MHT Properties and Smith Holdings, EPE entered
into an Amended and Restated Limited Liability Company Agreement of the Issuer
GP (the “LE GP LLC Agreement”). Pursuant to the LE GP LLC Agreement, EPE has the
right to acquire additional equity units representing membership interests of
the Issuer GP (“GP Equity Units”) issued by the Issuer GP in accordance with the
proportion of EPE's membership interest to the total number of GP Equity
Units outstanding as of the date of the determination (the “Sharing Ratio”). In
addition, EPE has a right of first refusal in the event another member elects to
sell all or a portion of its membership interest unless such transfer is a
permitted transfer under the LE GP LLC Agreement.
In
addition, if any members owning 80% or more of the membership interests propose
to transfer 80% or more of the outstanding membership interests, such members
may at their option require all members to transfer an amount equal to (i) their
Sharing Ratio multiplied by (ii) a fraction, the numerator being the number of
units proposed to be sold and the denominator being the total number of units
outstanding as of the date of such determination (the “Drag-Along Right”). If
any members propose to transfer 50% or more of the outstanding membership
interests in a sale to a third party, then each member may elect, at its option,
to transfer an amount of its GP Equity Units to the third party determined by
multiplying its GP Equity Units by a fraction, the numerator of which is the
maximum number of GP Equity Units that the third party buyer is willing to
purchase and the denominator of which is the number of GP Equity Units held by
all members electing to participate in the sale (the “Tag-Along
Right”).
6
In the
event any member or its affiliates sells or otherwise disposes of at least 10%
of the Common Units owned, directly or indirectly, by such member as of the date
of the LE GP LLC Agreement, other than through transfers to wholly-owned
affiliates of such member, the other members have the right to purchase a
portion of the units held by such member (the “Purchase Option”). The number of
GP Equity Units that a member may purchase pursuant to the Purchase Option will
be equal to (i) a fraction, the numerator of which is the number of Common Units
sold and the denominator of which is the number of Common Units originally
owned, directly or indirectly, by such member as of the date of the LE GP LLC
Agreement, multiplied by (ii) the GP Equity Units originally owned by such
member as of the date of the LE GP LLC Agreement. The purchase price for GP
Equity Units purchased pursuant to the Purchase Option will be based upon the
fair market value of the Common Units during the ten trading days prior to the
notice of the Purchase Option.
Certain
members of the Issuer GP have a put option to require the Issuer GP to acquire
all of their membership interests if (i) with respect to Davis (as defined in
Item 5(c)), Kelcy Warren ceases to own at least 20% of the membership interests
of the Issuer GP, and (ii) with respect to NGP (as defined in Item 5(c)), NGP
ceases to own any Common Units.
In
connection with the ETE Purchase Agreement, EPE also entered into a Unitholder
Rights and Restrictions Agreement, dated as of May 7, 2007 (the “ETE Unitholder
Agreement”), between ETE, EPE, Davis and NGP. Under this agreement, EPE, Davis
and NGP each agree not to transfer Common Units held by the parties as of the
date of this agreement for a period of six months from the date of the agreement
(the “Initial Restricted Period”), and, with respect to 50% of such Common
Units, for twelve months after the date immediately after the end of the Initial
Restricted Period; provided, however, parties may (i) sell or otherwise transfer
their Common Units to their respective affiliates that agree in writing with ETE
to be bound by the terms of the ETE Unitholder Agreement, (ii) pledge their
Common Units as security for bona fide loans, letters of credit, interest rate
or other hedging transactions and related fees, costs, indemnities and other
obligations from one or more third parties who are not affiliates of such party,
or (iii) sell all or a portion of their Common Units, as a result of any
divestiture ordered by, or agreed to with, a governmental authority. These
restrictions also do not restrict or affect the manner of sale or other
disposition of any Common Units in connection with any foreclosure or other
disposition after default of a lender or other counterparty in connection with
the pledge of such securities for bona fide loans, letters of credit, interest
rate or other hedging transactions and related fees, costs, indemnities and
other obligations from one or more third parties who are not affiliates of such
party.
After the
Initial Restricted Period, EPE has certain demand and piggyback registration
rights with respect to the Common Units acquired by EPE.
The ETE
Unitholder Agreement provides that unless (i) EPE has the prior written consent
of ETE or (ii) EPE is making an offer and sale pursuant to an underwritten
offering, EPE shall not sell, or offer to sell, after the end of the Initial
Restricted Period, Common Units on the New York Stock Exchange (“NYSE”) or any
other public market upon which the Common Units are then traded, on any trading
day in an amount in excess of 10% of the average daily trading volume of the
Common Units on the NYSE, or such other market, for the previous ten trading
days, or such other amount as may be mutually agreed upon in writing by ETE and
EPE.
The ETE
Unitholder Agreement further provides that from the date of this agreement
through the date three years from the date of this agreement, EPE shall
not, and agree to cause its Affiliates not to, directly or indirectly
without the prior written consent of the board of directors of the Issuer GP:
(i) in any manner acquire, agree to acquire or make a proposal to acquire any
Common Units or other securities or other property of ETE, Energy Transfer
Partners, L.P. (“ETP”) or any of their respective affiliates if such acquisition
would cause EPE and its affiliates to collectively own ETE Common
Units in excess of 49.9% of the then outstanding Common Units, or (ii) form or
join or in any way participate in a “group” (within the meaning of Section
13(d)(3) of the Exchange Act) with respect to any voting securities of ETE, ETP
or any of their respective affiliates, other than a “group” consisting of one or
more of the members of the general partner of ETE or ETP or EPE and EPE’s
affiliates.
Based on
EPE’s equity ownership of Common Units and membership interests in the Issuer GP
acquired pursuant to the ETE Purchase Agreement, and the foregoing limitations
and other contractual rights under these transaction documents, EPE will
not have any rights to exercise control over ETE or the Issuer GP.
7
Copies of
the ETE Purchase Agreement, the LE GP LLC Agreement and the ETE Unitholder
Agreement are filed as Exhibits 99.3, 99.4 and 99.5 to this Schedule 13D,
respectively, and are incorporated by reference into this Item.
On
January 22, 2009, EPE acquired an additional 5.7% membership interest in the
Issuer GP, which increased its total ownership in the Issuer GP from 34.9% to
40.6%.
Except as
stated above, no Reporting Person has any plans or proposals of the type
referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they
reserve the right to formulate such plans or proposals in the future. The
Reporting Persons may change their plans or proposals in the future. In
determining from time to time whether to sell the Common Units reported as
beneficially owned in this Schedule 13D (and in what amounts) or to retain such
securities, the Reporting Persons will take into consideration such factors as
they deem relevant, including the business and prospects of the Issuer,
anticipated future developments concerning the Issuer, existing and anticipated
market conditions from time to time, general economic conditions, regulatory
matters, and other opportunities available to the Reporting Persons. The
Reporting Persons reserve the right to acquire additional securities of the
Issuer in the open market, in privately negotiated transactions (which may be
with the Issuer or with third parties) or otherwise, to dispose of all or a
portion of their holdings of securities of the Issuer or to change their
intention with respect to any or all of the matters referred to in this Item
4.
Item
5. Interests in Securities of the Issuer.
(a) and
(b) These Common Units are owned directly by EPE. EPE
Holdings is the general partner of EPE. DD LLC owns 100% of the
membership interests in, and is the sole member of EPE Holdings. DD
LLC also owns 100% of the membership interests in the general partner of, and is
a 4% limited partner of, DFI GP Holdings. The Estate is the
beneficial owner of the member interests in DD LLC. EPE currently
owns a 40.6% membership interest in LE GP, LLC (the “Issuer GP”), the general
partner of the Issuer, and 38,976,090 Common Units. EPE has no
independent operations, and its current principal functions are to directly hold
(i) a 100% membership interest in Enterprise
Products GP, LLC (the general partner of Enterprise Products Partners
L.P.) and 21,563,177 common units of Enterprise Products Partners
L.P. (“EPD”), and (ii) the 40.6% membership interest in the Issuer GP and
38,976,090 Common Units of the Issuer.
The
Estate is also the beneficial owner of 50.427% of the voting stock of EPCO held
of record collectively by the EPCO Trustees. EPCO Holdings, Inc.
(“EPCO Holdings”) is a wholly owned subsidiary of EPCO. Duncan Family
Interests, Inc. (“DFI”) is a wholly owned subsidiary of EPCO
Holdings. DFI owns 51.62% of the limited partner interests in
EPE. EPE currently owns 38,976,090 Common Units.
As set
forth herein, pursuant to the DD LLC Trust Agreement, the DD LLC Trustees have
shared voting and dispositive power over the 38,976,090 Common Units
beneficially owned by DD LLC, representing approximately 17.5% of the
outstanding Common Units as of March 29, 2010. Except as set forth in
the DD LLC Trust Agreement, voting with respect to membership interests of DD
LLC by the DD LLC Trustees is by majority vote.
As set
forth herein, pursuant to the EPCO Trust Agreement, the EPCO Trustees have
shared voting and dispositive power over the 38,976,090 Common Units
beneficially owned by EPCO, representing approximately 17.5% of the outstanding
Common Units as of March 29, 2010. Except as set forth in the EPCO
Trust Agreement, voting with respect to Class A Common Stock by the EPCO
Trustees is by majority vote.
As set
forth herein, Randa Duncan Williams has shared voting and dispositive power over
38,976,090 Common Units, representing approximately 17.5% of the outstanding
Common Units as of March 29, 2010.
(c)
Except as otherwise set forth herein or below, none of the Reporting Persons has
effected any transactions in Common Units in the past 60 days.
(d) No
person other than as set forth in the response to this Item 5 has the right to
receive or the power to direct the receipt of distributions or dividends from,
or the proceeds from the transfer of, the Common Units beneficially owned by the
Reporting Persons.
8
(e) Not
applicable.
Item
6. Contracts, Arrangements; Understandings or Relationships with Respect to
Securities of the Issuer
The
summaries of the LE GP LLC Agreement and the ETE Unitholder Agreement above in
Item 4 are incorporated by reference into this Item 6. Copies of the LE GP LLC
Agreement and the ETE Unitholder Agreement are included as exhibits 99.4 and
99.5 to this Schedule 13D and are incorporated by reference into this Item. The
foregoing descriptions of the LE GP LLC Agreement and the ETE Unitholder
Agreement do not purport to be complete and are qualified in their entirety by
reference to such exhibits.
The
Common Units held by EPE are pledged under EPE’s credit facility and the related
pledge agreement, copies of which are included as Exhibit 99.1 and 99.2 to this
Schedule 13D and are incorporated by reference into this Item. This
credit facility and related pledge agreement contain customary and other events
of default.
On December 23, 2009, Dr. Cunningham
and Mr. Duncan were appointed as directors of the Issuer GP.
The other
information set forth under Items 3, 4 and 5 is also incorporated into this Item
6 by reference.
Item
7. Material
to be Filed as Exhibits.
|
99.1
|
Third
Amended and Restated Credit Agreement, dated August 24, 2007, among
Enterprise GP Holdings L.P., the Lenders Party Thereto, Citicorp North
America, Inc., as Administrative Agent, and Citibank, N.A., as Issuing
Bank. (incorporated by reference to Exhibit 4.1 to EPE’s Form 8-K
(File No. 1-32610) filed on August 30,
2007).
|
|
99.2
|
First
Amendment to Third Amended and Restated Credit Agreement, dated November
8, 2007, among Enterprise GP Holdings L.P., the Term Loan B Lenders Party
Thereto, Citicorp North America, Inc., as Administrative Agent, and
Citigroup Global Markets, Inc. and Lehman Brothers Inc. as Co-Arrangers
and Joint Bookrunners (incorporated by reference to Exhibit 10.1 to EPE’s
Form 8-K (File No. 1-32610) filed on November 14,
2007).
|
|
99.3
|
Pledge
and Security Agreement (ETE) between Enterprise GP Holdings L.P., as
Pledgor and Citigroup North America, Inc., in its capacity as
Administrative Agent, as Secured Party, dated as of May 1, 2007.
(incorporated by reference to Exhibit 99.2 to Dan L. Duncan's Statement on
Schedule 13D for Common Units of ETE (File No. 5-82864) filed
with the Commission on May 17, 2007).
|
|
99.4
|
Securities
Purchase Agreement, dated as of May 7, 2007, by and among Enterprise
GP Holdings L.P., Natural Gas Partners VI, L.P., Ray C. Davis, Avatar
Holdings, LLC, Avatar Investments, LP, Lon Kile, MHT Properties, Ltd., P.
Brian Smith Holdings, LP., and LE GP, LLC (incorporated by reference to
Exhibit 10.1 to EPE’s Current Report on Form 8-K (File No. 1-32610)
filed with the Commission on May 10, 2007).
|
|
99.5
|
Amended
and Restated Agreement of Limited Liability Company Agreement of LE GP,
LLC dated as of May 7, 2007 (incorporated by reference to
Exhibit 10.2 to EPE’s Current Report on Form 8-K (File No. 1-32610)
filed with the Commission on May 10, 2007).
|
|
99.6
|
Unitholder
Rights and Restrictions Agreement, dated May 7, 2007, by and among
Energy Transfer Equity, L.P., Enterprise GP Holdings L.P., Ray C. Davis
and Natural Gas Partners VI, L.P. (incorporated by reference to
Exhibit 10.3 to EPE’s Current Report on Form 8-K (File No. 1-32610)
filed with the Commission on May 10, 2007).
|
|
99.7
|
Third
Amended and Restated Agreement of Limited Partnership of Energy Transfer
Equity, L.P. (incorporated by reference to Exhibit 3.3 to ETE’s
Form S-1 (File No. 333-128097) filed on January 23,
2006).
|
|
99.8
|
Amendment
No. 1 to Third Amended and Restated Agreement of Limited Partnership of
Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.3.1
to ETE’s Form 10-K (File No. 1-32740) filed on August 31,
2006).
|
|
99.9
|
Amendment
No. 2 to Third Amended and Restated Agreement of Limited Partnership of
Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 3.3.2
to ETE’s Form 8-K (File No. 1-32740) filed on November 13,
2007).
|
|
99.10*
|
Joint
Filing Agreement among the Reporting Persons dated April 9,
2010.
|
9
SIGNATURES
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
|
Dated:
April 9, 2010
|
The
DD LLC TRUSTEES pursuant to the Dan Duncan LLC Voting Trust
Agreement
By: /s/ Randa Duncan
Williams
Randa Duncan
Williams
Trustee
/s/ Ralph S.
Cunningham
Dr. Ralph S.
Cunningham
Trustee
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Trustee
|
|
Dated:
April 9, 2010
|
The
EPCO TRUSTEES pursuant to the EPCO, Inc. Voting Trust
Agreement
By: /s/ Randa Duncan
Williams
Randa Duncan
Williams
Trustee
/s/ Ralph S.
Cunningham
Dr. Ralph S.
Cunningham
Trustee
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Trustee
|
|
Dated:
April 9, 2010
|
RANDA
DUNCAN WILLIAMS
By: /s/ Randa Duncan
Williams
|
10
EXHIBIT 99.10
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, each of the undersigned does hereby consent and agree to the
joint filing on behalf of each of them of a Statement on Schedule 13D and all
amendments thereto with respect to the units representing limited partner
interests in Energy Transfer Equity, L.P. beneficially owned or
controlled by each of them, as applicable, and to the inclusion of this Joint
Filing Agreement as an exhibit thereto.
|
Dated:
April 9, 2010
|
The
DD LLC TRUSTEES pursuant to the Dan Duncan LLC Voting Trust
Agreement
By: /s/ Randa Duncan
Williams
Randa Duncan
Williams
Trustee
/s/ Ralph S.
Cunningham
Dr. Ralph S.
Cunningham
Trustee
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Trustee
|
|
Dated:
April 9, 2010
|
The
EPCO TRUSTEES pursuant to the EPCO, Inc. Voting Trust
Agreement
By: /s/ Randa Duncan
Williams
Randa Duncan
Williams
Trustee
/s/ Ralph S.
Cunningham
Dr. Ralph S.
Cunningham
Trustee
/s/ Richard H.
Bachmann
Richard H.
Bachmann
Trustee
|
|
Dated:
April 9, 2010
|
RANDA
DUNCAN WILLIAMS
By: /s/ Randa Duncan
Williams
|