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): September 25, 2007
ENERGY TRANSFER EQUITY, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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00132740
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300108820 |
(State or other jurisdiction
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(Commission File Number)
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(IRS. Employer |
of incorporation)
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Identification No.) |
3738 Oak Lawn Avenue
Dallas, Texas 75219
(Address of principal executive offices, including zip code)
(214) 9810700
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12) |
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Pre-commencement communications pursuant to Rule 14d2(b)
under the Exchange Act (17 CFR 240.14d2(b)) |
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Pre-commencement communications pursuant to Rule 13e4(c)
under the Exchange Act (17 CFR 240.13e4(c)) |
Item 8.01 Other Events.
(a) On
September 25, 2007, Energy Transfer Equity, L.P. issued a press release announcing an increase in its quarterly distribution to unitholders.
A copy of this press release is being furnished as an exhibit to this report and is incorporated herein by reference.
(b) Our partnership will be considered to have terminated for
federal income tax purposes if transfers of units within a
twelve month period constitute the sale or exchange of 50% or
more of our capital and profit interests. In order to determine
whether a sale or exchange of 50% or more of capital and profits
interests has occurred, we review information available to us
regarding transactions involving transfers of our units,
including reported transfers of units by our affiliates and
sales of units pursuant to trading activity in the public
markets; however, the information we are able to obtain is
generally not sufficient to make a definitive determination, on
a current basis, of whether there have been sales and exchanges
of 50% or more of our capital and profits interests within the
prior twelve month period, and we may not have all of the
information necessary to make this determination until several
months following the time of the transfers that would cause the
50% threshold to be exceeded.
Based on the information currently available to us, we believe
and intend to take the position that the sale of our common
units by Ray C. Davis and Natural Gas Partners VI, L.P. to
Enterprise GP Holdings, L.P. on May 7, 2007, together with
all other common units sold within the prior twelve months,
represented a sale or exchange of 50% or more of the total interest in our capital and
profits interests and resulted in our termination and immediate
reconstitution as a new partnership for federal income tax
purposes. Moreover, our termination resulted in a deemed
transfer of all of our interests in Energy Transfer Partners,
L.P. (ETP), causing a termination
of ETPs partnership for federal income tax purposes. These
terminations do not affect our classification or the
classification of ETP as a partnership for federal income tax
purposes or otherwise affect the nature or extent of our
qualifying income or the qualifying
income of ETP for federal income tax purposes. The closing
of our taxable years will result in us and ETP both filing two
tax returns (and unitholders receiving two
Schedule K-1s)
for one fiscal year. Moreover, these terminations will require
both us and ETP to close our taxable years and to make new
elections as to various tax matters. In addition, ETP will be
required to reset the depreciation schedule for its depreciable
assets for federal income tax purposes. The resetting of
ETPs depreciation schedule will result in a deferral of
the depreciation deductions allowable in computing the taxable
income allocated to the unitholders of ETP (including Heritage
Holdings as the holder of our Class E units) and,
consequently, to our unitholders. However, elections ETP and ETE
will make with respect to the amortization of certain intangible
assets should have the effect of reducing the amount of taxable
income that would otherwise be allocated to ETE unitholders.
We believe that the net effect of our tax termination and the
tax termination of ETP will be an allocation for the 2007
calendar year of (i) an increased amount of taxable income
as a percentage of the cash distributed to our unitholders who
acquired their units prior to our initial public offering in
February 2006 and (ii) a decrease in the amount of
taxable income as a percentage of the cash distributed to our
unitholders who purchased their units on or after the date of
our initial public offering in February 2006. We estimate, based
on our current distribution levels and various assumptions
regarding the gross income and capital expenditures of ETP, that
a unitholder who purchased our units on the date of our initial
public offering or a new purchaser of our units would be
allocated taxable income of less than 10% of the cash
distributed to them for the 2008 calendar year. In the case of a
unitholder reporting on a taxable year other than a fiscal year
ending December 31, the closing of our taxable year may
result in more than twelve months of our income or loss being
includable in their taxable income for the year of termination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
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Exhibit No. |
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Description |
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99.1
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Press Release of Energy Transfer
Equity, L.P., dated September 25, 2007,
announcing an increase in its quarterly distribution to unitholders. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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ENERGY TRANSFER EQUITY, L.P.
By: LE GP, LLC, its general partner
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By: |
/s/ John W. McReynolds
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John W. McReynolds, |
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President and Chief Financial Officer |
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Dated:
September 25, 2007