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ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Material Agreement (May 10, 2007)

Filed May 10, 2007For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) filed an 8-K on May 10, 2007, detailing a material definitive agreement related to an employee incentive arrangement. Specifically, EPCO Inc. established EPE Unit III, L.P. as a vehicle to grant "profits interest" awards to certain employees, including named executive officers of EPD. This arrangement aims to incentivize long-term performance by linking employee compensation to the appreciation in value of Enterprise GP Holdings L.P. (EPE) common units. Duncan Family Interests, Inc. (DFI) contributed $170 million worth of EPE common units to EPE Unit III, receiving Class A limited partner interests. EPCO employees, in turn, received Class B limited partner interests without capital contribution, entitling them to participate in EPE unit appreciation. The structure of distributions and liquidations within EPE Unit III is designed to prioritize DFI's initial investment and preferred return before Class B partners receive their share, with forfeiture provisions tied to continued employment and change of control events.

Key Highlights

  • 1Establishment of EPE Unit III, L.P. for employee incentive purposes, granting 'profits interest' awards.
  • 2Duncan Family Interests, Inc. (DFI) contributed $170 million in EPE common units as a capital contribution for Class A limited partner interest.
  • 3Certain EPCO employees, including named executive officers, received Class B limited partner interests without capital contribution.
  • 4The incentive awards are designed to provide long-term compensation tied to the appreciation of Enterprise GP Holdings L.P. (EPE) common units.
  • 5EPE Unit III has a termination date of May 7, 2012, or upon a change in control of EPE or its general partner.
  • 6Distribution terms prioritize Class A partner (DFI) for capital and preferred return before Class B partners receive remaining distributions or liquidation proceeds.
  • 7Class B interests are subject to forfeiture if employment terminates before May 7, 2012, with customary exceptions.

Frequently Asked Questions

The primary purpose of EPE Unit III, L.P. is to serve as an incentive arrangement for certain employees of EPCO Inc., including named executive officers of Enterprise Products Partners L.P. (EPD). It provides them with a 'profits interest' in EPE Unit III, designed to offer additional long-term incentive compensation by linking their rewards to the appreciation in value of Enterprise GP Holdings L.P. (EPE) common units.

The key parties are EPCO Inc. (which formed EPE Unit III), Duncan Family Interests, Inc. (DFI), and certain EPCO employees (including EPD's named executive officers). DFI contributed $170 million worth of EPE common units and is the Class A limited partner. EPCO employees received Class B limited partner interests without capital contribution and are the Class B limited partners.

Distributions of cashflow and proceeds from the sale or liquidation of EPE common units held by EPE Unit III will first be distributed to the Class A limited partner (DFI) until DFI has received an amount equal to its initial capital contribution ($170 million) plus any accrued Class A preferred return. Any remaining cashflow or liquidation proceeds will be distributed to the Class B limited partners (EPCO employees).

The Class B limited partner interests are subject to forfeiture if the participating employee's employment with EPCO and its affiliates is terminated prior to May 7, 2012. There are customary exceptions for death, disability, and certain retirements. The risk of forfeiture also lapses upon certain change of control events.