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 (Date of earliest event reported): April 16, 2009
ENTERPRISE
GP HOLDINGS L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-32610
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13-4297064
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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1100
Louisiana, 10th Floor
Houston,
Texas 77002
(Address
of Principal Executive Offices, including Zip Code)
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(713)
381-6500
(Registrant’s
Telephone Number, including Area
Code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01. Regulation FD Disclosure.
On April 21, 2009, Enterprise Products
Partners L.P. (NYSE:EPD) and TEPPCO Partners, L.P. (NYSE:TPP) issued press
releases regarding their dissociation, or exit from, the Texas Offshore Port
System partnership. Copies of the press releases are furnished
herewith as Exhibits 99.1 and 99.2. In addition, Enterprise GP
Holdings L.P. (the “Parent Company”) issued a press release regarding this
matter. The Parent Company’s press release is furnished as Exhibit
99.3.
Item
8.01. Other Events.
On April 21, 2009, Enterprise Products
Partners L.P. (“Enterprise”) and TEPPCO Partners, L.P. (“TEPPCO”) announced
that, effective April 16, 2009, their respective affiliates that were partners
in the Texas Offshore Port System partnership (“TOPS”) dissociated
from TOPS and forfeited their investments and combined two-thirds ownership
interest in the partnership.
In August 2008, affiliates of
Enterprise, TEPPCO and Oiltanking Holding Americas, Inc. (“Oiltanking”) formed
the TOPS partnership to design, construct, operate and own a Texas offshore
crude oil port and pipeline system that would facilitate delivery of waterborne
crude oil cargoes to refining centers located along the upper Texas Gulf
Coast. The total cost of the project had been estimated at $1.8
billion. Enterprise, TEPPCO and Oiltanking each owned, through their respective
subsidiaries, a one-third interest in the joint venture. The decision
to dissociate from TOPS was in connection with a disagreement with the
Oiltanking partner.
Oiltanking has alleged in a response to
the notices of dissociation that the dissociation of the affiliates of
Enterprise and TEPPCO was wrongful and in breach of the TOPS partnership
agreement. Enterprise and TEPPCO believe that their actions in
dissociating from the TOPS partnership are permitted by, and in accordance with,
the terms of the TOPS partnership agreement and, should the need arise, intend
to vigorously defend such actions.
Within their respective financial
statements, Enterprise and TEPPCO accounted for their individual ownership
interests in TOPS using the equity method of accounting. As a result
of common control of TEPPCO and Enterprise by the Parent Company, TOPS was a
consolidated subsidiary of the Parent Company and Oiltanking’s interest in the
joint venture was accounted for as a noncontrolling interest. For
financial reporting purposes, the TOPS partnership was included within the
Parent Company’s Investment in Enterprise Products Partners’ business
segment.
As a result of the dissociation of
Enterprise and TEPPCO, consolidated net income for the Parent Company is
expected to reflect a non-cash charge of approximately $68 million for the
second quarter of 2009. The estimated loss represents the consolidated equity
that Enterprise and TEPPCO held in the TOPS partnership at April 16, 2009, which
primarily reflects capital contributions for construction in progress
amounts. The TOPS project was in the preliminary stages of
development and major construction activities had not yet
commenced. The estimated impact on net income attributable to the
Parent Company is expected to be approximately $9 million, as nearly all of the
non-cash loss will be absorbed by noncontrolling interests in consolidation
(i.e., by third-party and related-party unitholders of Enterprise and TEPPCO
other than the Parent Company).
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibits 99.1 and 99.2 are “furnished”
and not filed herewith for purposes of Section 18 of the Securities Exchange Act
of 1934, or otherwise subject to the liabilities of that
section. They may only be incorporated by reference in another filing
under the Securities Exchange Act of 1934 or the Securities Act of 1933 if and
to the extent such subsequent filing specifically references the information
therein.
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Exhibit
No.
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Description
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99.1
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Press
release of Enterprise Products Partners L.P. dated April 21, 2009
(incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by Enterprise Products Partners L.P. on April 21,
2009).
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99.2
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Press
release of TEPPCO Partners, L.P. dated April 21, 2009 (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed by
TEPPCO Partners, L.P. on April 21, 2009).
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99.3
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Press
release of Enterprise GP Holdings L.P. dated April 21,
2009.
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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.
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ENTERPRISE
GP HOLDINGS L.P.
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By:
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EPE
Holdings, LLC,
as
general partner
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Date:
April 21, 2009
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By:
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/s/
Michael J. Knesek
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Name:
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Michael
J. Knesek
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Title:
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Senior
Vice President, Controller and Principal
Accounting
Officer of the general partner
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
release of Enterprise Products Partners L.P. dated April 21, 2009
(incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by Enterprise Products Partners L.P. on April 21,
2009).
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99.2
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Press
release of TEPPCO Partners, L.P. dated April 21, 2009 (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed by
TEPPCO Partners, L.P. on April 21, 2009).
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99.3
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Press
release of Enterprise GP Holdings L.P. dated April 21,
2009.
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Exhibit
99.3
P.O. Box
4323
Houston,
TX 77210
(713)
381-6500
Enterprise
Products and TEPPCO Exit Texas Offshore Oil Port Project
Houston, Texas (April 21, 2009) –
Enterprise GP Holdings L.P., (NYSE: EPE)(the “Parent Company”) announced today
that Enterprise Products Partners L.P. (“Enterprise”) and TEPPCO Partners, L.P.
(“TEPPCO”) announced that, effective April 16, 2009, their respective affiliates
that were partners in the Texas Offshore Port System partnership (“TOPS”)
dissociated, or exited, from TOPS and forfeited their investments and combined
two-thirds ownership interest in the partnership.
In August 2008, affiliates of
Enterprise, TEPPCO and Oiltanking Holding Americas, Inc. (“Oiltanking”) formed
the TOPS partnership to design, construct, operate and own a Texas offshore
crude oil port and pipeline system that would facilitate delivery of waterborne
crude oil cargoes to refining centers located along the upper Texas Gulf
Coast. The total cost of the project had been estimated at $1.8
billion. Enterprise, TEPPCO and Oiltanking each owned, through their respective
subsidiaries, a one-third interest in the joint venture. The decision
to dissociate from TOPS was in connection with a disagreement with the
Oiltanking partner.
Oiltanking has alleged in a response to
the notices of dissociation that the dissociation of the affiliates of
Enterprise and TEPPCO was wrongful and in breach of the TOPS partnership
agreement. Enterprise and TEPPCO believe that their actions in
dissociating from the TOPS partnership are permitted by, and in accordance with,
the terms of the TOPS partnership agreement and, should the need arise, intend
to vigorously defend such actions.
Within their respective financial
statements, Enterprise and TEPPCO accounted for their individual ownership
interests in TOPS using the equity method of accounting. As a result
of common control of TEPPCO and Enterprise by the Parent Company, TOPS was a
consolidated subsidiary of the Parent Company and Oiltanking’s interest in the
joint venture was accounted for as a noncontrolling interest. For
financial reporting purposes, the TOPS partnership was included within the
Parent Company’s Investment in Enterprise Products Partners’ business
segment.
As a result of the dissociation of
Enterprise and TEPPCO, consolidated net income for the Parent Company is
expected to reflect a non-cash charge of approximately $68 million for the
second quarter of 2009. The estimated loss represents the consolidated equity
that Enterprise and TEPPCO held in the TOPS partnership at April 16, 2009, which
primarily reflects capital contributions for construction in progress
amounts. The TOPS project was in the preliminary stages of
development and major construction activities had not yet
commenced. The estimated impact on net income attributable to the
Parent Company is expected to be approximately $9 million, as nearly all of the
non-cash loss will be absorbed by noncontrolling interests in consolidation
(i.e., by third-party and related-party unitholders of Enterprise and TEPPCO
other than the Parent Company).
Enterprise GP Holdings is one of the
largest publicly traded GP partnerships. It owns the general partners of
Enterprise Products Partners L.P. and TEPPCO Partners, L.P. in addition to
limited partner interests in both entities. It also owns
non-controlling general partner and limited partner interests in Energy Transfer
Equity, L.P. For more information on Enterprise GP Holdings L.P.,
visit www.enterprisegp.com.
This news release includes
forward-looking statements. Except for the historical information contained
herein, the matters discussed in this news release are forward-looking
statements that involve certain risks and uncertainties, such as the
partnership's expectations regarding crude oil demand, refinery expansions and
related commercial matters, and capital expenditures, capital projects and
future operating results. These risks and uncertainties include, among other
things, insufficient cash from operations, market conditions, governmental
regulations, competition, customer demand and other factors discussed in Item
1A. “Risk Factors” of Enterprise GP Holdings L.P.'s most recent Form 10-K and
any subsequent filings on Form 10-Q filed with the Securities and Exchange
Commission. If any of these risks or uncertainties materializes, or should
underlying assumptions prove incorrect, actual results or outcomes may vary
materially from those expected. The partnership disclaims any intention or
obligation to update publicly or reverse such statements, whether as a result of
new information, future events or otherwise.
Contacts:
Randy Burkhalter, Investor Relations, (713) 381-6812, Rick Rainey, Media
Relations (713) 381-3635