Enterprise Products Partners L.P.

SEC Filings

S-1/A
ENTERPRISE PRODUCTS PARTNERS L P filed this Form S-1/A on 07/21/1998
Entire Document
 
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                              distribution of Available Cash from Operating
                              Surplus is made to the Subordinated Unitholders.
                              This subordination feature will enhance the
                              Company's ability to distribute the Minimum
                              Quarterly Distribution on the Common Units during
                              the Subordination Period. Subordinated Units will
                              not accrue distribution arrearages. Upon
                              expiration of the Subordination Period, Common
                              Units will no longer accrue distribution
                              arrearages. See "Cash Distribution Policy."
                                  
Subordination Period........  The Subordination Period will generally extend
                              from the closing of this offering until the first
                              day of any quarter beginning after June 30, 2003
                              when the Conversion Test has been satisfied.
                              Generally, the Conversion Test will have been
                              satisfied when the Company has paid from
                              Operating Surplus, and generated from Adjusted
                              Operating Surplus, the Minimum Quarterly
                              Distribution on all Units for the three preceding
                              four-quarter periods.     
                                     
                              Upon expiration of the Subordination Period, all
                              remaining Subordinated Units will convert into
                              Common Units on a one-for-one basis and will
                              thereafter participate pro rata with the other
                              Common Units in distributions of Available Cash.
 
                              See "Cash Distribution Policy--Distributions from
                              Operating Surplus during Subordination Period."
 
Early Conversion of              
 Subordinated Units.........  If the Conversion Test has been met for any
                              quarter ending on or after June 30, 2001, 25% of
                              the Subordinated Units will convert into Common
                              Units. If the Conversion Test has been met for
                              any quarter ending on or after June 30, 2002, an
                              additional 25% of the Subordinated Units will
                              convert into Common Units.     
                                 
                              The early conversion of the second 25% of
                              Subordinated Units may not occur until at least
                              one year following the early conversion of the
                              first 25% of Subordinated Units. See "Cash
                              Distribution Policy--Distributions from Operating
                              Surplus during Subordination Period."     
 
Incentive Distributions.....  If quarterly distributions of Available Cash
                              exceed the Target Distribution Levels, the
                              General Partner will receive distributions which
                              are generally equal to 15%, then 25% and then 50%
                              of the distributions of Available Cash that
                              exceed such Target Distribution Levels. The
                              Target Distribution Levels are based on the
                              amounts of Available Cash from Operating Surplus
                              distributed with respect to a given quarter that
                              exceed distributions made with respect to the
                              Minimum Quarterly Distribution and Common Unit
                              Arrearages, if any. See "Cash Distribution
                              Policy--Incentive Distributions--Hypothetical
                              Annualized Yield." The distributions to the
                              General Partner described above that are in
                              excess of its combined 2% interest are referred
                              to herein as the "Incentive Distributions."
 
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