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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  Subject to the limitations described under "The Partnership Agreement--
Issuance of Additional Securities," the Company has the authority to issue
additional Common Units or other equity securities of the Company for such
consideration and on such terms and conditions as are established by the
General Partner in its sole discretion and without the approval of the
Unitholders. It is possible that the Company will fund acquisitions of assets
or other capital projects through the issuance of additional Common Units or
other equity securities of the Company. Holders of any additional Common Units
issued by the Company will be entitled to share equally with the then-existing
holders of Common Units in distributions of Available Cash by the Company. In
addition, the issuance of additional Partnership Interests may dilute the
value of the interests of the then-existing holders of Common Units in the net
assets of the Company. The General Partner will be required to make an
additional capital contribution to the Company or the Operating Partnership
(including in connection with the exercise of the over-allotment option) in
connection with the issuance of additional Partnership Interests.
 
  The discussion in the sections below indicates the percentages of cash
distributions required to be made to the General Partner and the holders of
Common Units and the circumstances under which holders of Subordinated Units
are entitled to receive cash distributions and the amounts thereof. For a
discussion of Available Cash from Operating Surplus on a pro forma basis, see
"Cash Available for Distribution."
 
QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH
 
  The Company will make distributions to its partners with respect to each
quarter of the Company prior to its liquidation in an amount equal to 100% of
its Available Cash for such quarter. The Company expects to make distributions
of all Available Cash within approximately 45 days after the end of each
quarter, commencing with the quarter ending September 30, 1998, to holders of
record on the applicable record date. The Minimum Quarterly Distribution and
the Target Distribution Levels for the period from the closing of this
offering through September 30, 1998 will be adjusted downward based on the
actual length of such period. The Minimum Quarterly Distribution and the
Target Distribution Levels are also subject to certain other adjustments as
described below under "--Distributions from Capital Surplus" and "--Adjustment
of Minimum Quarterly Distribution and Target Distribution Levels."
 
  With respect to each quarter during the Subordination Period, to the extent
there is sufficient Available Cash, the holders of Common Units will have the
right to receive the Minimum Quarterly Distribution, plus any Common Unit
Arrearages, prior to any distribution of Available Cash to the holders of
Subordinated Units. This subordination feature will enhance the Company's
ability to distribute the Minimum Quarterly Distribution on the Common Units
during the Subordination Period. There is no guarantee, however, that the
Minimum Quarterly Distribution will be made on the Common Units. Upon
expiration of the Subordination Period, all Subordinated Units will be
converted on a one-for-one basis into Common Units and will participate pro
rata with all other Common Units in future distributions of Available Cash.
Under certain circumstances, up to 50% of the Subordinated Units may convert
into Common Units prior to the expiration of the Subordination Period. Common
Units will not accrue arrearages with respect to distributions for any quarter
after the Subordination Period, and Subordinated Units will not accrue any
arrearages with respect to distributions for any quarter.
 
DISTRIBUTIONS FROM OPERATING SURPLUS DURING 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 in
respect of which (i) distributions of Available Cash from Operating Surplus on
the Common Units and the Subordinated Units with respect to each of the three
consecutive, non-overlapping, four-quarter periods immediately preceding such
date equaled or exceeded the sum of the Minimum Quarterly Distribution on all
of the outstanding Common Units and Subordinated Units during such periods,
(ii) the Adjusted Operating Surplus generated during each of the three
consecutive, non-overlapping, four-quarter periods immediately preceding such
date equaled or exceeded the sum of the Minimum Quarterly Distribution on all
of the Common Units and Subordinated Units that were outstanding during such
period on a fully diluted
 
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