8-KOther EventsExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Corporate Update (May 27, 2005)

Filed May 27, 2005For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) filed an 8-K on May 27, 2005, primarily to disclose the execution of an underwriting agreement for a public offering of $500 million in aggregate principal amount of the Operating Partnership's 4.95% Senior Notes due 2010, guaranteed by the Partnership. The closing of this debt offering was scheduled for June 1, 2005. This filing also included the filing of a prospectus supplement related to this offering and provided unaudited pro forma financial statements as of and for the periods ending March 31, 2005, and December 31, 2004. The unaudited pro forma financial statements offer a critical view of the company's financial position and performance, giving effect to significant transactions such as the merger with GulfTerra completed in late 2004, various debt issuances and repayments, and common unit offerings throughout 2004 and early 2005. Investors can use these pro forma statements to better understand the combined entity's operational scale and financial structure post-merger and in light of recent financing activities.

Key Highlights

  • 1Enterprise Products Operating L.P. entered into an underwriting agreement for a $500 million offering of 4.95% Senior Notes due 2010, with the Partnership providing an unconditional guarantee.
  • 2The notes offering was scheduled to close on June 1, 2005.
  • 3A prospectus supplement was filed with the SEC related to this debt offering.
  • 4The filing includes unaudited pro forma financial statements for the three months ended March 31, 2005, and the year ended December 31, 2004.
  • 5These pro forma statements reflect the significant impact of the GulfTerra merger (completed September 30, 2004) and subsequent financing activities on the company's financial position and operations.
  • 6Various debt transactions, including multiple senior note issuances and credit facility repayments totaling billions of dollars, are reflected in the pro forma figures.
  • 7The pro forma statements also incorporate the impact of common unit offerings made by Enterprise in 2004 and early 2005.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the execution of an underwriting agreement for a significant debt offering, specifically $500 million in 4.95% Senior Notes due 2010 issued by the Operating Partnership and guaranteed by the parent company. It also serves to file the related prospectus supplement and present important unaudited pro forma financial statements.

The unaudited pro forma financial statements reflect the combined financial impact of several major events, most notably the merger with GulfTerra completed in late 2004. They also incorporate the effects of substantial debt issuances and repayments, including the $2 billion senior notes issuance in October 2004 and the $500 million senior notes offering that is the subject of this filing. Additionally, common unit offerings in 2004 and early 2005 are included.

The filing provides pro forma adjustments reflecting the impact of the $500 million senior notes offering. For the three months ended March 31, 2005, it's expected to increase pro forma interest expense by $3.2 million, and for the year ended December 31, 2004, by $13.1 million. These notes are intended to reduce debt under the Multi-Year Revolving Credit Facility and fund general partnership purposes, including capital expenditures and potential business combinations.

The GulfTerra merger, completed on September 30, 2004, is a foundational element of the pro forma financial statements. These statements are designed to show the combined entity's financial performance and position as if the merger and related transactions had occurred earlier, providing investors with a clearer view of the scale and financial structure of the merged enterprise and how subsequent financing activities have reshaped it.