8-KOther EventsExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Corporate Update (Mar 31, 2005)

Filed March 31, 2005For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) filed an 8-K on March 31, 2005, primarily to announce the effectiveness of its Form S-3 Registration Statement on March 23, 2005. This filing also included the audited consolidated balance sheet of Enterprise Products GP, LLC (the general partner of EPD) as of December 31, 2004. The balance sheet shows total assets of $11.3 billion and total liabilities of $6.4 billion, with Members' Equity at $0.16 billion. A significant portion of the report details the completion of the GulfTerra Merger on September 30, 2004, which involved a total consideration of approximately $4 billion. This merger significantly expanded EPD's midstream energy assets, particularly in the Gulf of Mexico and South Texas. The report also details various other business combinations and asset acquisitions completed during 2004, alongside extensive notes on financial instruments, debt obligations, segment information, and related party transactions, highlighting the company's substantial growth and operational complexities following these strategic moves.

Key Highlights

  • 1Form S-3 Registration Statement declared effective by the SEC on March 23, 2005, facilitating future capital raising activities.
  • 2Audited consolidated balance sheet of Enterprise Products GP, LLC as of December 31, 2004, reporting total assets of $11.3 billion and total liabilities of $6.4 billion.
  • 3Completion of the significant GulfTerra Merger on September 30, 2004, with a total consideration of approximately $4 billion, substantially expanding the company's asset base.
  • 4Details of multiple other business combinations and asset acquisitions completed throughout 2004, demonstrating active strategic growth.
  • 5Extensive notes detailing various debt obligations, including new revolving credit facilities and senior note issuances related to the GulfTerra Merger.
  • 6Disclosure of extensive related party transactions, particularly with EPCO, emphasizing their role in performing EPD's management, administrative, and operating functions.
  • 7Information on financial instruments, including interest rate and commodity hedging programs, to mitigate market risks.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce that Enterprise Products Partners L.P.'s (EPD) Form S-3 Registration Statement was declared effective by the SEC on March 23, 2005. Additionally, it provides the audited consolidated balance sheet for Enterprise Products GP, LLC, the general partner of EPD, as of December 31, 2004.

The GulfTerra Merger, completed on September 30, 2004, was a significant transaction with an approximate total consideration of $4 billion. This merger substantially expanded EPD's midstream energy assets, including offshore pipelines and processing facilities, and led to the recording of significant goodwill ($376.8 million) and amortizable intangible assets ($744.4 million) as part of the purchase price allocation.

Yes, the filing details extensive related party transactions, primarily with EPCO. EPCO performs EPD's management, administrative, and operating functions through an Administrative Services Agreement. The nature of these agreements is noted as not being the result of arm's-length transactions.

As of December 31, 2004, the company had significant debt obligations. Long-term debt totaled approximately $4.6 billion. This includes various senior notes, credit facilities, and a significant $370 million note payable to DDC, an affiliate. The company also has commitments related to joint venture debt obligations.