Enterprise Products Partners L.P.

SEC Filings

10-Q
GULFTERRA ENERGY PARTNERS L P filed this Form 10-Q on 08/09/2004
Entire Document
 
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     In July 2004, 10 Series F1 convertible units were converted into 261,437
common units, for which the holder of the convertible units paid us $10 million.
Additionally, our general partner contributed to us $0.1 million in cash in
order to maintain its one percent general partner interest.
 
     In the first quarter of 2004, 45 Series F1 convertible units were converted
into 1,146,418 common units, for which the holder of the convertible units paid
us $45 million. Additionally, our general partner contributed to us $0.4 million
in cash in order to maintain its one percent general partner interest.
 
     Any Series F1 convertible units for which a conversion notice has not been
delivered prior to the merger closing date, or termination of the merger, will
expire upon the closing, or termination, of the merger with Enterprise. Any
Series F2 convertible units outstanding at the merger date will be converted
into rights to receive Enterprise common units, subject to the restrictions
governing the Series F units. The number of Enterprise common units and the
price per unit at conversion will be adjusted based on the 1.81 exchange ratio.
 
INDEBTEDNESS AND OTHER OBLIGATIONS
 
     In April 2004, we redeemed, at a premium, approximately $39.1 million in
principal amount of our 8 1/2% senior subordinated notes due June 2010. We used
the proceeds from the conversion of our Series F1 convertible units to fund this
redemption. In connection with the redemption of the notes, we recognized
additional expense during the quarter ended June 30, 2004, totaling $4.1 million
resulting from the payment of the redemption premium and the write-off of
unamortized debt issuance costs. We accounted for these costs as an expense in
accordance with the provisions of SFAS No. 145.
 
     In May 2004, we obtained an additional $200 million senior secured term
loan which we initially used to temporarily reduce indebtedness under our $700
million revolving credit facility and subsequently to fund the redemption of our
$175 million aggregate principal amount of 10 3/8% senior subordinated notes due
2009. The new senior secured term loan is payable in semi-=annual installments
of $1.0 million in November and May of each year for the first six installments,
and the remaining balance is due at maturity in October 2007. We may elect that
all or a portion of the senior secured term loan bear interest at either 1.25%
over the variable base rate (described in Item 1, Financial Statements, Note 4)
or LIBOR increased by 2.25%.
 
     In June 2004, we redeemed all of our outstanding $175 million aggregate
principal amount of 10 3/8% senior subordinated notes due 2009. The notes were
redeemed at a redemption price of 105.2% of the principal amount, plus accrued
and unpaid interest up to June 1, 2004. To fund this redemption, we used the
proceeds from our additional $200 million senior secured term loan obtained in
May 2004. This additional amount was initially used to temporarily reduce
indebtedness under our revolving credit facility. In connection with the
redemption of the notes, we recognized additional expense during the quarter
ended June 30, 2004, totaling $12.2 million resulting from the payment of the
redemption premium and the write-off of unamortized debt issuance costs. We
accounted for these costs as an expense in accordance with the provisions of
SFAS No. 145.
 
     See Item 1., Financial Statements, Note 4, for additional discussion of our
debt obligations.
 
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