8-KCorporate ChangesExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Bylaw Amendment (Sep 1, 2005)

Filed September 1, 2005For Securities:EPDEPDU

Summary

This Form 8-K filing from Enterprise Products Partners L.P. (EPD) on August 31, 2005, details a significant update to its corporate structure and governance. The primary event is the amendment and restatement of the Limited Liability Company Agreement of its general partner, Enterprise Products GP, LLC (EPD GP), effective August 29, 2005. This change was necessitated by a shift in the ownership structure of EPD GP from a multi-member entity to a single-member entity, with Enterprise GP Holdings L.P. (EPE) becoming the sole member. The amendment simplifies various provisions related to capital accounts, distributions, tax allocations, and member rights, reflecting the new single-member ownership. Further governance changes include modifications to board meeting notice requirements and the process for taking action by written consent. Importantly, the company has strengthened its "Separateness Provisions" to enhance the distinctness between EPD GP and other entities, requiring "Special Approval" (defined as approval by a majority of the Audit and Conflicts Committee, with at least one member meeting S&P Criteria) for certain critical actions, including loans from Members and extraordinary transactions. While many updates are administrative, these governance enhancements aim to reinforce corporate independence and oversight.

Key Highlights

  • 1EPD GP, the general partner of Enterprise Products Partners L.P. (EPD), amended and restated its Limited Liability Company Agreement on August 29, 2005.
  • 2Enterprise GP Holdings L.P. (EPE) now owns 100% of the membership interests in EPD GP, making it a single-member limited liability company.
  • 3The amendment simplifies provisions related to capital accounts, distributions, and tax allocations due to the single-member structure.
  • 4Changes were made to board of directors' meeting notice requirements and consent procedures.
  • 5The "Separateness Provisions" of EPD GP have been enhanced to ensure its independence from other entities.
  • 6"Special Approval," requiring a majority of the Audit and Conflicts Committee (with at least one S&P Criteria member), is now mandatory for certain actions like loans and extraordinary transactions.
  • 7These changes reflect an administrative simplification and a reinforcement of corporate governance and independence.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the amendment and restatement of the Limited Liability Company Agreement of Enterprise Products GP, LLC (EPD GP), the general partner of Enterprise Products Partners L.P. (EPD). This was triggered by a change in EPD GP's ownership structure to a single-member entity.

Enterprise GP Holdings L.P. (EPE) is now the sole member of EPD GP, having acquired all membership interests previously held by Duncan Family Interests, Inc., Dan Duncan LLC, and DFI GP Holdings L.P. This transition from a multi-member to a single-member LLC simplifies several operational and governance aspects of EPD GP.

The enhancements to the "Separateness Provisions" and the introduction of "Special Approval" requirements are designed to strengthen the independence and governance of EPD GP. This means that certain significant actions, such as loans from members or extraordinary transactions, will now require a higher level of review and approval from a specifically constituted committee of the board, adding an extra layer of oversight.

While many of the changes are administrative and reflect the simplification of a single-member structure, the strengthening of governance and separateness provisions could be viewed positively by investors as it enhances oversight and corporate independence. The filing does state that many other changes are immaterial in aggregate.