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 PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1–11727
(Commission File Number)
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73–1493906
(IRS Employer
Identification No.) |
3738 Oak Lawn Avenue
Dallas, Texas 75219
(Address of principal executive offices) (Zip Code)
(214) 981–0700
(Registrant’s 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 14a–12 under the Exchange Act (17 CFR 240.14a–12) |
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Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b)) |
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Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c)) |
Item 8.01. Other Events.
(a) On
September 25, 2007, Energy Transfer Partners, 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 12-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 12-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 that we exceeded the 50%
threshold on May 7, 2007, and, as a result, we have determined that our partnership has terminated
for federal tax income purposes on that date. This termination does not affect our classification
as a partnership for federal income tax purposes or otherwise affect the nature or extent of our
“qualifying income” for federal income tax purposes. This termination will require us to close our
taxable year, make new elections as to various tax matters and reset the depreciation schedule for
our depreciable assets for federal income tax purposes. The resetting of our depreciation schedule
will result in a deferral of the depreciation deductions allowable in computing the taxable income
allocated to our unitholders. However, certain elections we will make in connection with this tax
termination will allow us to utilize deductions for the amortization of certain intangible assets
for purposes of computing the taxable income allocable to certain of our unitholders, which
deductions had not previously been utilized in computing taxable income allocable to our
unitholders. As a consequence of these factors, we currently estimate, based on our current
distribution levels and various assumptions regarding our gross income and capital expenditures
during these respective periods, that a recent purchaser of units would be allocated taxable income
of between 10% and 20% of the cash expected to be distributed to such unitholder for the 2007
calendar year and less than 10% of the cash expected to be distributed to such unitholder for the
2008 calendar year. We estimate, based on the same assumptions, that a unitholder who purchased
units prior to our combination with Heritage Propane, L. P. in January 2004 would be allocated
taxable income of approximately 90% of the cash distributed to him for the 2007 calendar year and
approximately 50% of the cash distributed to him for the 2008 calendar year. Beginning in 2008, we
estimate, based on the same assumptions, that a new purchaser of our units, and current unitholders
who purchased our units more recently, 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 12 months of our income or loss being includable in their taxable income for
the year of termination.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
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Description |
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99.1
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Press Release of Energy Transfer
Partners, L.P., dated September 25, 2007, announcing an increase in its quarterly distribution to unitholders. |