- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: APRIL 10, 2003 (DATE OF EARLIEST EVENT REPORTED: APRIL 10, 2003) COMMISSION FILE NUMBER 1-11680 --------------------- EL PASO ENERGY PARTNERS, L.P. (Exact name of Registrant as Specified in its Charter)
ITEM 5. OTHER EVENTS We have filed this Current Report to file consents from experts with respect to reports incorporated by reference into our Registration Statement on Form S-3 (File No. 333-81772). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Each exhibit identified below is filed as part of this report. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Netherland, Sewell & Associates, Inc.
EL PASO ENERGY PARTNERS, L.P. EXHIBIT LIST Exhibit No. Description - ----------- ----------- Each exhibit identified below is filed as part of this report. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Netherland, Sewell & Associates, Inc.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EL PASO ENERGY PARTNERS, L.P., By El Paso Energy Partners Company, its general partner Date: April 10, 2003 By: /s/ KATHY A. WELCH ------------------------------------ Kathy A. Welch Vice President and Controller (Principal Accounting Officer)
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Netherland, Sewell & Associates, Inc.
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 (No. 333-81772) of El Paso Energy Partners, L.P. (the "Partnership"), of (A)(i) our report dated March 24, 2003 relating to the consolidated financial statements and financial statement schedule of the Partnership and subsidiaries, (ii) our report dated March 24, 2003 relating to the financial statements of Poseidon Oil Pipeline Company, L.L.C., each of which appears in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2002; and B(i) our report dated April 4, 2003 relating to the consolidated balance sheet of El Paso Energy Partners Company, and (ii) our report dated April 4, 2003 relating to the balance sheets of El Paso Energy Partners Finance Corporation, each of which appears in the Partnership's Current Report on Form 8-K dated April 8, 2003. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Houston, Texas April 8, 2003
EXHIBIT 23.2 (NETHERLAND, SEWELL & ASSOCIATES, INC. LOGO) CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference into this Prospectus Supplement to the Prospectus dated February 7, 2002 of El Paso Energy Partners, L.P. and the Subsidiary Guarantors listed therein of our reserve reports dated as of December 31, 2000, 2001, and 2002 each of which is included in the Annual Report on Form 10-K of El Paso Energy Partners, L.P. for the year ended December 31, 2002. We also consent to the reference to us under the heading of "Experts" in such Prospectus Supplement. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ FREDERIC D. SEWELL ------------------------------------ Frederic D. Sewell Chairman and Chief Executive Officer Dallas, Texas April 7, 2003