8-KOther Events

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Corporate Update (Apr 12, 2005)

Filed April 12, 2005For Securities:EPDEPDU

Summary

This 8-K filing from Enterprise Products Partners L.P. (EPD) provides unaudited pro forma condensed financial statements as of and for the year ended December 31, 2004. These statements reflect the significant impact of the merger with GulfTerra Energy Partners, L.P. (completed September 30, 2004) and subsequent equity and debt offerings in early 2005. The pro forma financials aim to give investors a clearer picture of the combined entity's financial position and performance, incorporating these major strategic transactions. The filing details the substantial acquisition of GulfTerra, which involved cash payments and the issuance of Enterprise common units, funded in part by significant debt and equity offerings. The pro forma statements adjust for these events to present a consolidated view, which is crucial for understanding the scale and financial structure of the post-merger EPD.

Key Highlights

  • 1The filing presents unaudited pro forma condensed financial statements as of and for the year ended December 31, 2004.
  • 2Key transactions reflected in the pro forma statements include the merger with GulfTerra Energy Partners, L.P. (completed September 30, 2004) and related asset acquisitions.
  • 3The pro forma statements also incorporate the impact of Enterprise's equity and debt offerings conducted in February and March 2005, including the use of proceeds to reduce debt.
  • 4The GulfTerra Merger was a significant transaction with a total consideration of approximately $3.97 billion, involving cash and the issuance of Enterprise common units.
  • 5The acquisition of GulfTerra involved purchasing GulfTerra GP, GulfTerra common units, and South Texas midstream assets from El Paso Corporation.
  • 6Pro forma adjustments detail changes to revenues, costs, interest expense, depreciation, and amortization resulting from these transactions.
  • 7The filing also notes the sale of Enterprise's 50% equity interest in Starfish Pipeline Company, LLC on March 31, 2005, as required by regulatory approval for the GulfTerra merger.

Frequently Asked Questions

The primary purpose of this filing is to present unaudited pro forma condensed financial statements for Enterprise Products Partners L.P. (EPD) as of and for the year ended December 31, 2004. These statements are designed to show the combined financial impact of the significant merger with GulfTerra Energy Partners, L.P. and subsequent financing activities undertaken in early 2005.

The pro forma financial statements reflect two main categories of transactions: 1) The merger with GulfTerra Energy Partners, L.P. (completed September 30, 2004), which included the acquisition of GulfTerra and related South Texas midstream assets. 2) Enterprise's equity and debt offerings in February and March 2005, and how their proceeds were used, primarily to reduce outstanding debt.

The total consideration paid or granted by Enterprise for the GulfTerra Merger transactions (including the acquisition of GulfTerra and related South Texas midstream assets) was approximately $3.97 billion.

The GulfTerra Merger and related transactions were financed through a combination of cash payments, the issuance of Enterprise common units, significant debt borrowings (including under Merger Credit Facilities), and subsequent debt offerings (such as $2 billion in senior unsecured notes issued in October 2004 and $500 million in senior notes issued in February 2005). Equity offerings in 2004 and early 2005 also provided proceeds that were used to reduce debt.