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): May 11, 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
2.02. Results of Operations and Financial Condition.
On May
11, 2009, Enterprise GP Holdings L.P. issued a press release regarding its
consolidated and parent-only financial results for the three months ended March
31, 2009. A copy of the earnings press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by
reference into this Item 2.02.
Significant
Relationships
Enterprise GP Holdings L.P. is a
publicly traded Delaware limited partnership, the limited partnership interests
(the “Units”) of which are listed on the New York Stock Exchange (“NYSE”) under
the ticker symbol “EPE.” The business of Enterprise GP Holdings L.P.
is the ownership of general and limited partner interests of publicly traded
partnerships engaged in the midstream energy industry and related
businesses. Unless the context requires otherwise, references to
“we,” “us,” “our” or the “Partnership” are intended to mean the business and
operations of Enterprise GP Holdings L.P. and its consolidated
subsidiaries.
References to “Parent Company” mean
Enterprise GP Holdings L.P., individually as the parent company, and not on a
consolidated basis. The Parent Company is owned 99.99% by its limited
partners and 0.01% by its general partner, EPE Holdings, LLC (“EPE
Holdings”). EPE Holdings is a wholly owned subsidiary of Dan Duncan,
LLC, the membership interests of which are owned by Dan L. Duncan.
References to “Enterprise Products
Partners” mean Enterprise Products Partners L.P., the common units of which are
listed on the NYSE under the ticker symbol “EPD” and its consolidated
subsidiaries. Enterprise Products Partners has no business activities
outside those conducted by its operating subsidiary, Enterprise Products
Operating LLC (“EPO”). References to “EPGP” refer to Enterprise
Products GP, LLC, which is the general partner of Enterprise Products
Partners. The Parent Company owns EPGP.
References to “Duncan Energy Partners”
mean Duncan Energy Partners L.P., which is a consolidated subsidiary of
EPO. Duncan Energy Partners is a publicly traded Delaware limited
partnership, the common units of which are listed on the NYSE under the ticker
symbol “DEP.”
References to “TEPPCO” mean TEPPCO
Partners, L.P., the common units of which are listed on the NYSE under the
ticker symbol “TPP.” References to “TEPPCO GP” refer to Texas Eastern
Products Pipeline Company, LLC, which is the general partner of
TEPPCO. The Parent Company owns TEPPCO GP.
References to “Energy Transfer Equity”
mean the business and operations of Energy Transfer Equity, L.P. and its
consolidated subsidiaries, which includes Energy Transfer Partners, L.P.
(“ETP”). Energy Transfer Equity is a publicly traded Delaware limited
partnership, the common units of which are listed on the NYSE under the ticker
symbol “ETE.” The general partner of Energy Transfer Equity is LE GP, LLC (“LE
GP”). The Parent Company has non-controlling interests in both Energy
Transfer Equity and LE GP that it accounts for using the equity method of
accounting.
References to “EPCO” mean EPCO, Inc.
and its private company affiliates, which are related parties to all of the
foregoing named entities. Mr. Duncan is the Group Co-Chairman and
controlling shareholder of EPCO.
The
Parent Company, Enterprise Products Partners, EPGP, TEPPCO, TEPPCO GP and EPCO
are affiliates under common control of Mr. Duncan. We do not control Energy
Transfer Equity or LE GP.
Basis
of Financial Statement Presentation
General Purpose Consolidated and
Parent Company-Only Information
In accordance with rules and
regulations of the U.S. Securities and Exchange Commission (“SEC”) and various
other accounting standard-setting organizations, our general
purpose financial statements reflect the consolidation of the financial
information of businesses that we control through the ownership of general
partner interests (e.g., Enterprise Products Partners and
TEPPCO). Our general purpose consolidated financial statements
present those investments in which we do not have a controlling interest as
unconsolidated affiliates (e.g., Energy Transfer Equity and LE
GP). To the extent that Enterprise Products Partners and TEPPCO
reflect investments in unconsolidated affiliates in their respective
consolidated financial statements, such investments will also be reflected as
such in our general purpose consolidated financial statements unless
subsequently consolidated by us due to common
control
considerations (e.g., Jonah Gas Gathering Company and Texas Offshore Port
System). As presented in our consolidated financial statements,
noncontrolling interest reflects third-party and related party ownership of our
consolidated subsidiaries, which include the third-party and related party
unitholders of Enterprise Products Partners, TEPPCO and Duncan Energy
Partners.
In order
for the unitholders of Enterprise GP Holdings L.P. and others to more fully
understand the Parent Company’s business activities and financial statements on
a standalone basis, our press release includes information devoted exclusively
to the Parent Company apart from that of our consolidated
Partnership. A key difference between the non-consolidated Parent
Company financial information and those of our consolidated Partnership is that
the Parent Company views each of its investments (e.g., Enterprise Products
Partners, TEPPCO and Energy Transfer Equity) as unconsolidated affiliates and
records its share of the net income of each investee as equity
earnings. In accordance with U.S. generally accepted accounting
principles (“GAAP”), we eliminate such equity earnings in the preparation of our
consolidated Partnership financial statements.
Presentation
of Investments
Enterprise
Products Partners and EPGP. The Parent Company owns common
units of Enterprise Products Partners and 100% of the membership interests of
EPGP, which is entitled to 2% of the cash distributions paid by Enterprise
Products Partners as well as the associated incentive distribution rights
(“IDRs”) of Enterprise Products Partners. At March 31, 2009 and 2008,
the Parent Company owned 13,670,925 and 13,454,498 common units, respectively,
of Enterprise Products Partners.
TEPPCO
and TEPPCO GP. The Parent Company owns 4,400,000 common units
of TEPPCO and 100% of the membership interests of TEPPCO GP, which is entitled
to 2% of the cash distributions of TEPPCO as well as the IDRs of
TEPPCO.
Energy
Transfer Equity and LE GP. The Parent Company owns 38,976,090
common units of Energy Transfer Equity. In addition, at March 31,
2009 and 2008, the Parent Company owned approximately 40.6% and 34.9%
respectively, of the membership interests of LE GP.
Use
of Non-GAAP Financial Measures
The press release and accompanying
schedules include the non-generally accepted accounting principle (“non-GAAP”)
financial measure of distributable cash flow. Exhibit C provides a
reconciliation of this non-GAAP financial measure to its most directly
comparable financial measure calculated in accordance with GAAP, net cash flow
provided by operating activities. Distributable cash flow should not
be considered an alternative to GAAP financial measures such as net income, net
cash flow provided by operating activities or any other GAAP measure of
liquidity or financial performance. We define distributable cash flow
as follows:
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§
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Cash
distributions expected to be received from the Parent Company’s
investments in limited and general partner interests (including related
IDRs, if any, held by these general partners); less the sum
of,
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§
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Parent
Company, EPGP and TEPPCO GP cash expenses (all on a standalone basis) for
the period.
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Distributable
cash flow is a significant liquidity metric used by senior management to compare
net cash flow generated by the Parent Company’s investments to the cash
distributions the Parent Company is expected to pay its
partners. Using this metric, senior management can quickly compute
the coverage ratio of estimated cash flow to planned cash
distributions.
Distributable cash flow is an important
non-GAAP financial measure for the Parent Company’s unitholders since it
indicates to investors whether or not the Parent Company’s investments are
generating cash flow at a level that can sustain or support an increase in
quarterly cash distribution levels. Financial metrics such as
distributable cash flow are quantitative standards used by the investment
community because the value of a partnership unit is in part measured by its
yield, which is based on the amount of cash distributions a partnership pays to
a unitholder.
Presentation
of Noncontrolling Interests in Consolidated Financial Statements
Effective January 1, 2009, we adopted
the provisions of Statement of Financial Accounting Standards (“SFAS”) 160,
Noncontrolling Interests in Consolidated Financial Statements. SFAS
160 established accounting and
reporting
standards for noncontrolling interests, which were previously identified as
minority interest in our financial statements. This new standard
requires, among other things, that (i) noncontrolling interests be presented as
a component of partners’ equity on our consolidated balance sheet (i.e.,
elimination of the “mezzanine” presentation previously used for minority
interest); and (ii) elimination of minority interest amounts as a deduction in
deriving net income or loss and, as a result, that net income or loss be
allocated between our unitholders and general partner on one hand and
noncontrolling interests on the other. Earnings per unit
amounts are not affected by these changes. The consolidated financial
statements accompanying the press release reflect our adoption of SFAS 160 and
the required presentation of noncontrolling interests.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Enterprise
GP Holdings L.P. press release dated May 11,
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:
May 11, 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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Enterprise
GP Holdings L.P. press release dated May 11,
2009.
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