Enterprise Products Partners L.P.

SEC Filings

GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 10/01/2004
Entire Document

Item 5.01.    Changes in Control of Registrant.

        On September 30, 2004 (the “Effective Date”), in accordance with the Merger Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P. (“Enterprise”), Enterprise Products GP, LLC (“Enterprise GP”), Enterprise Products Management LLC (“Merger Sub”), GulfTerra Energy Partners, L.P. (the “Company”) and GulfTerra Energy Company, L.L.C. (the “General Partner”), as such agreement has been amended by Amendment No. 1 thereto, dated as of August 31, 2004 (the “Merger Agreement”), Merger Sub merged with and into the Company (the “Merger”), and the separate existence of Merger Sub ceased. The Company is the surviving entity of the merger and is a wholly-owned subsidiary of Enterprise.

        Additionally, Enterprise and its subsidiaries completed certain other transactions related to the Merger, including the acquisition of the 50% interest in the General Partner held by a subsidiary of El Paso Corporation (“El Paso”), resulting in Enterprise owning a 100% membership interest in the Company’s general partner.

        A description of the Merger and the related transactions and all agreements executed in connection therewith are contained in GulfTerra’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2003 and September 7, 2004 and are incorporated by reference herein.

        Immediately prior to closing the Merger, a subsidiary of El Paso conveyed its 50% membership interest in the General Partner (the “General Partner Interest”) to Enterprise GP, in exchange for $370 million in cash and a 9.9% membership interest in Enterprise GP, and Enterprise GP thereupon made a capital contribution of the General Partner Interest to Enterprise (without increasing its interest in the earnings on cash distributions of Enterprise). Enterprise GP borrowed the foregoing $370 million purchase price from Dan Duncan LLC (which owns a 4.505% membership interest in Enterprise GP), which obtained the funds from a loan from EPCO, Inc. (“EPCO”) (which indirectly owns an 85.595% membership interest in Enterprise GP). EPCO obtained the $370 million for its loan to Dan Duncan LLC using borrowings under its Amended and Restated Credit Agreement dated as of August 25, 2004 among EPCO, the Lenders party therto, Wachovia Bank, National Association, as Administrative Agent, The Bank of Nova Scotia and JPMorgan Chase Bank as Co-Syndication Agents, Bayerische Hypo-Und Vereinsbank AG, New York Branch and Barclays Bank PLC as Co-Documentation Agents.

        In connection with the Merger, Enterprise paid $500 million cash to El Paso in exchange for 10,937,500 Series C Units (the “Series C Units”) of GulfTerra and 2,876,620 Series A Common Units of GulfTerra (the “Common Units” and together with the Series C Units, the “Purchased Units”), and the remaining outstanding GulfTerra Common units (7,433,425 of which were owned by El Paso) were converted into 104,549,889 Common Units of Enterprise (13,454,499 of which are held by El Paso). As a result of the Merger, the Purchased Units became the sole limited partnership interests in the Company.

        Additionally, Enterprise paid an aggregate of approximately $962 million to the lenders under the Company’s revolving credit facility and two senior secured term loans (the “Credit Facilities”), thereby terminating all of the Company’s obligations under the Credit Facilities.