8-KMaterial AgreementsExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Material Agreement (Aug 22, 2005)

Filed August 22, 2005For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) filed an 8-K to announce the execution of a Third Amended and Restated Administrative Services Agreement. This amendment significantly expands the scope of the agreement, adding EPE, EPE Holdings, and the TEPPCO Parties as new signatories. The core of the agreement remains that EPCO, a significant unitholder and affiliate, will continue to provide administrative, management, and operating services to Enterprise and its related entities in exchange for cost reimbursement. The revised agreement also introduces new protocols for handling business opportunities, particularly the acquisition of equity securities and other business ventures, establishing a clear priority for EPE and then Enterprise before opportunities can be pursued by the broader EPCO Group. These changes are designed to clarify and manage potential conflicts of interest arising from the expanded group of entities involved and the complex ownership structures. New provisions address the allocation of business opportunities, prioritizing EPE and then Enterprise for certain types of acquisitions, and outlining specific decision-making processes and thresholds, including the role of audit and conflicts committees. The filing also details governance structures, policies, and procedures to protect confidential information and manage shared personnel, aiming to ensure fair dealings among the affiliated entities. For investors, this represents an effort to formalize relationships and manage related-party transactions in a more structured manner.

Key Highlights

  • 1Enterprise Products Partners L.P. (EPD) amended its Administrative Services Agreement, adding EPE, EPE Holdings, and TEPPCO Parties as signatories.
  • 2The agreement continues EPCO's role in providing administrative, management, and operating services to EPD and its affiliates in exchange for cost reimbursement.
  • 3New protocols are established for prioritizing business opportunities, giving EPE the first right to pursue equity security acquisitions, followed by Enterprise.
  • 4Enterprise is granted the first right to pursue business opportunities not involving equity securities, followed by EPE.
  • 5Specific decision-making processes and oversight, including the involvement of audit and conflicts committees, are defined for declining business opportunities above a $100 million threshold.
  • 6The amendment includes Exhibit B, detailing governance structures and policies to address conflicts of interest, protect confidential information, and manage shared personnel among the involved entities.
  • 7The changes aim to clarify and manage potential conflicts arising from the expanded scope of affiliated entities and their business interactions.

Frequently Asked Questions

The primary purpose of the Third Amended and Restated Administrative Services Agreement is to expand the scope of administrative, management, and operating services provided by EPCO to a wider group of affiliated entities, including EPE, EPE Holdings, and the TEPPCO Parties. It also establishes clearer rules and priorities for how business opportunities, especially the acquisition of equity securities, are allocated among these related entities to manage potential conflicts of interest.

For acquiring 'equity securities' (including general partner interests and incentive distribution rights), EPE has the first right to pursue the opportunity. If EPE declines, Enterprise Products Partners L.P. has the second right. For other business opportunities, Enterprise has the first right to pursue, followed by EPE if Enterprise declines. The EPCO Group can pursue opportunities only after both EPE and Enterprise have declined.

The audit and conflicts committees play a crucial role in approving decisions to decline business opportunities where the purchase price or cost is reasonably likely to exceed $100 million. This oversight ensures that significant decisions regarding potential acquisitions or business ventures are made with appropriate review, especially when potential conflicts of interest might exist.

No, the core service provision by EPCO to Enterprise Products Partners L.P. and its other core entities continues under the same cost reimbursement arrangement. The amendment primarily expands the scope of these services to include the newly added parties and refines the processes for handling business opportunities and conflicts among all participating entities.