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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: July 14, 2000
(Date of earliest event reported: June 30, 2000)
EL PASO ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in the charter)
Delaware 1-11680 76-0396023
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 420-2131
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Item 5. Other Events.
On June 30, 2000, we amended our existing senior secured revolving
credit facility, increasing the facility to $500 million from $375 million, with
availability based upon our historical cash flows. This facility allows us to
pursue the increasing number of internal growth opportunities in the Gulf of
Mexico and to implement our acquisition growth strategy. Specifically, the
additional borrowing capacity will be used to expand our offshore and onshore
infrastructure through acquisitions and construction. The amended credit
agreement is included as exhibit 10.1 to this Current Report on Form 8-K.
On July 11, 2000, we entered into a letter of intent to acquire the
salt dome natural gas storage businesses of Crystal Gas Storage, Inc., a
subsidiary of El Paso Energy Corporation. In exchange for these businesses, we
would issue to Crystal $170 million, subject to adjustment, of a new series of
non-voting, perpetual limited partner interests.
Crystal's gas storage businesses include the Petal and Hattiesburg
natural gas storage facilities located in Mississippi. These facilities are well
situated to serve the Northeast, Mid-Atlantic and Southeast natural gas markets.
On a combined basis, these storage facilities currently have a natural gas
working capacity of 6.7 billion cubic feet, or Bcf, and are capable of
delivering in excess of 670 million cubic feet per day of natural gas into three
interstate pipelines, including pipelines owned by Koch Gateway Pipeline,
Transcontinental Gas Pipeline and an affiliate of El Paso Energy, Tennessee Gas
Pipeline. A 6.8 Bcf expansion is underway at these facilities, all of which is
contractually dedicated for the next 20 years to a subsidiary of the Southern
Company, the largest producer of electricity in the United States. Each of the
Petal and Hattiesburg facilities is capable of making deliveries at the high
rates necessary to satisfy peaking requirements in the electric generation
industry.
The Series B 10% Cumulative Redeemable Preference Units proposed to be
issued in the transaction will be on a parity with our existing preference
partnership units with respect to distributions (except as described below) and
their preferences upon liquidation, dissolution, or winding-up. These units will
have no voting rights and will accrue distributions at an annual rate of 10
percent compounding semi-annually, based upon the total liquidation value of the
units. The total liquidation value will be determined based on the stated value
of these units of $170 million plus any unpaid, accumulated distributions. Prior
to the tenth anniversary of their issuance, we will not be required to pay
accumulated distributions on these units, and may continue to pay regular
distributions to our common and preference unitholders. However, after their
tenth anniversary, we will be unable to make common unit distributions unless
distributions accumulating on these units after the tenth anniversary date have
been paid. In addition, after their tenth anniversary, these units will accrue
distributions at an annual rate of 12 percent. The Series B Units will be
redeemable at our option for cash, common units, or a combination of both at
their liquidation value at the time of redemption.
The consummation of this acquisition is subject to customary
conditions, including negotiating definitive agreements and obtaining approval
from third parties and applicable governmental authorities.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Fourth Amended and Restated Credit Agreement dated June 30,
2000, among El Paso Energy Partners L.P., El Paso Energy
Partners Finance Corporation, Credit Lyonnais, as
Syndication Agent, BankBoston N.A., as Documentation Agent,
the Chase Manhattan Bank, as Administrative Agent, and, as
applicable, the banks and other institutions parties
thereto.
99.1 Press release dated July 11, 2000.
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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.
EL PASO ENERGY PARTNERS, L.P.
By: /s/ D. MARK LELAND
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D. Mark Leland
Senior Vice President and Controller
(Principal Accounting Officer)
Date: July 14, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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10.1 Fourth Amended and Restated Credit Agreement dated June 30,
2000, among El Paso Energy Partners L.P., El Paso Energy
Partners Finance Corporation, Credit Lyonnais, as Syndication
Agent, BankBoston N.A., as Documentation Agent, and the Chase
Manhattan Bank, as Administrative Agent, and, as applicable,
the banks and other institutions parties thereto.
99.1 Press release dated July 11, 2000.
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