Enterprise Products Partners L.P.

SEC Filings

GULFTERRA ENERGY PARTNERS L P filed this Form 8-K on 10/06/2004
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Item 3.03. Material Modifications to Rights of Security Holders.

     On August 4, 2004, Enterprise Products Operating L.P. (“Operating”) commenced four cash tender offers (the “Tender Offers”) to purchase any and all of the outstanding senior subordinated and senior notes (collectively, the “Notes”) of GulfTerra Energy Partners, L.P. (“GulfTerra”) and GulfTerra Energy Finance Corporation (“Finance Corporation”) totaling approximately $921.5 million. Settlement of the Tender Offers was conditioned upon satisfaction of certain conditions, including the closing of GulfTerra’s merger with and into a wholly-owned subsidiary of Enterprise Products Partners L.P. (“Enterprise”) and certain other related transactions. The Merger and related transactions closed on September 30, 2004, and GulfTerra became a wholly-owned subsidiary of Enterprise.

     In connection with the commencement of the Tender Offers, Operating solicited consents to proposed amendments that would eliminate certain restrictive covenants and default provisions contained in the indentures governing the Notes (the “Base Indentures”). On August 14, 2004, Operating received the consents necessary to eliminate the restrictive covenants in the Base Indentures, and GulfTerra and Finance Corporation entered into supplemental indentures to the Base Indentures governing each series of Notes (the “Supplemental Indentures”) as of August 17, 2004. The Supplemental Indentures entered into on August 17, 2004 did not become operative until the settlement of the Tender Offers.

     On October 4, 2004, the Tender Offers expired. On October 5, 2004, Operating settled the Tender Offers for the Notes, and the Supplemental Indentures became operative. In connection with such settlement, Operating purchased a total of $915.1 million of the $921.5 million outstanding Notes.

     The Supplemental Indentures are filed on GulfTerra’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2004 and are incorporated herein by reference.

     The Supplemental Indentures eliminate the following items from the Base Indentures. For purposes of the description below, we refer to the Base Indenture governing GulfTerra’s senior notes as (the “Senior Indenture”), and we refer to the Base Indentures governing GulfTerra’s senior subordinated notes as (the “Senior Subordinated Indentures”). The capitalized terms used in the description below are defined in the applicable Base Indenture.

    Section 3.09, which requires the Issuers to offer to repurchase Notes with the net proceeds of certain asset sales.
    Section 4.03(b), which requires that year-end financial statements furnished by the Issuers and the Subsidiary Guarantors to the Trustee be accompanied by a statement of the Issuers’ independent public accountants as to their knowledge of any violations of the restrictive covenants of the Indenture.
    Section 4.03(c), which requires each of the Issuers to notify the Trustee of any Default or Event of Default of which it becomes aware and what action the Issuers propose to take.
    Section 4.04, which requires the Issuers to pay timely all material taxes, assessments and governmental levies.
    Section 4.05, which waives (to the extent permitted by law) the benefit of any stay, extension or usury law.
    Section 4.06, which permits any Holder to require the Issuers to repurchase any of its Notes upon the occurrence of a Change of Control in accordance with the procedures set forth in such