SEC Comment Letter for Enterprise GP Holdings L.P. (CIK 0001324592) — Aug 9, 2005
Enterprise GP Holdings L.P. (CIK 0001324592)
Date: Aug. 9, 2005 · CIK: 0001324592 · Accession: 0000000000-05-041007
AI Filing Summary & Sentiment
File numbers found in text: 333-124320
Letter
Mail Stop 3561 August 9, 2005 Richard H. Bachman, Executive Vice President Enterprise GP Holdings L.P. 2727 North Loop West, Suite 101 Houston, TX 77008-1044
Re: Enterprise GP Holdings L.P. Amendment No. 2 to Registration Statement on Form S-1 Filed July 22, 2005 File No. 333-124320
Dear Mr. Bachman:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Table of Contents, page i 1. Please delete the last paragraph of this disclosure on page iv. The new disclosure you have added constitutes an inappropriate disclaimer.
Estimated Cash Available to Pay Distributions Based Upon Estimated Consolidated Adjusted EBITDA, page 45
Footnote (d), page 46 2. Please clarify that the estimated proceeds from equity issuances of Enterprise Products Partners is net of the amount that you would be required to invest to maintain your current percentage ownership. If otherwise, please explain.
Unaudited Pro Forma Consolidated Available Cash, page 49 3. Your adjustment to add back the impact of net increases in working capital to arrive at Consolidated Adjusted EBITDA is not subsequently reflected as a reduction in arriving at cash available for distributions. If you assume that working capital does not require cash over time or that you can otherwise avoid the use of cash through discretionary management of working capital, please clarify.
Assumptions and Considerations, page 53 4. We note that your 2nd quarter 2005 earnings release identified shortfalls in your operational performance objectives. Please address how these shortfalls will be overcome and, if necessary, please revise your estimates of EBITDA for the twelve months ending June 30, 2006 to reflect these operational difficulties or tell us why a revision is unnecessary. 5. We note your Estimated Consolidated Adjusted EBITDA for the twelve months ending June 30, 2006 of $1,079 million is $141 million greater than your Pro Forma Consolidated Adjusted EBITDA for the 12 months ended December 31, 2004 and $105.6 million greater than your Pro Forma Consolidated Adjusted EBITDA for the 12 months ended March 31, 2005. Please revise your discussion to include the following:
* Expand your discussion of commodity prices and volumes to quantify the effects of such assumptions for both your pro forma historical periods and for the estimated 12 months ending June 30, 2006.
* We note that you expect to reduce your general and administrative costs by integrating the operations of Enterprise Products Partners and Gulf Terra. Please expand your discussion to include the specific plans and their expected impact. For example, if you plan to reduce headcount in specific departments, disclose this plan and quantify the amount of expected savings for each specific plan.
* Although you have identified significant items which are expected to contribute to your estimated consolidated adjusted EBITDA for the 12 months ending June 30, 2006, we believe that you should provide an overview of all items expected to contribute to your estimated increase over this period. You may aggregate individually insignificant items but we believe that the total of all highlighted items should be presented to explain the total increase expected over this period. *****
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or in his absence, William Choi, Accounting Branch Chief, at (202) 551-3716 if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg, Staff Attorney, at (202) 551-3342, David Mittelman, Legal Branch Chief, at (202) 551-3214 or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
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<TEXT>
Mail Stop 3561
August 9, 2005
Richard H. Bachman, Executive Vice President
Enterprise GP Holdings L.P.
2727 North Loop West, Suite 101
Houston, TX 77008-1044
Re: Enterprise GP Holdings L.P.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 22, 2005
File No. 333-124320
Dear Mr. Bachman:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Table of Contents, page i
1. Please delete the last paragraph of this disclosure on page iv.
The new disclosure you have added constitutes an inappropriate
disclaimer.
Estimated Cash Available to Pay Distributions Based Upon Estimated
Consolidated Adjusted EBITDA, page 45
Footnote (d), page 46
2. Please clarify that the estimated proceeds from equity
issuances
of Enterprise Products Partners is net of the amount that you
would
be required to invest to maintain your current percentage
ownership.
If otherwise, please explain.
Unaudited Pro Forma Consolidated Available Cash, page 49
3. Your adjustment to add back the impact of net increases in
working
capital to arrive at Consolidated Adjusted EBITDA is not
subsequently
reflected as a reduction in arriving at cash available for
distributions. If you assume that working capital does not
require
cash over time or that you can otherwise avoid the use of cash
through discretionary management of working capital, please
clarify.
Assumptions and Considerations, page 53
4. We note that your 2nd quarter 2005 earnings release identified
shortfalls in your operational performance objectives. Please
address how these shortfalls will be overcome and, if necessary,
please revise your estimates of EBITDA for the twelve months
ending
June 30, 2006 to reflect these operational difficulties or tell us
why a revision is unnecessary.
5. We note your Estimated Consolidated Adjusted EBITDA for the
twelve
months ending June 30, 2006 of $1,079 million is $141 million
greater
than your Pro Forma Consolidated Adjusted EBITDA for the 12 months
ended December 31, 2004 and $105.6 million greater than your Pro
Forma Consolidated Adjusted EBITDA for the 12 months ended March
31,
2005. Please revise your discussion to include the following:
* Expand your discussion of commodity prices and volumes to
quantify
the effects of such assumptions for both your pro forma historical
periods and for the estimated 12 months ending June 30, 2006.
* We note that you expect to reduce your general and
administrative
costs by integrating the operations of Enterprise Products
Partners
and Gulf Terra. Please expand your discussion to include the
specific plans and their expected impact. For example, if you
plan
to reduce headcount in specific departments, disclose this plan
and
quantify the amount of expected savings for each specific plan.
* Although you have identified significant items which are
expected
to contribute to your estimated consolidated adjusted EBITDA for
the
12 months ending June 30, 2006, we believe that you should provide
an
overview of all items expected to contribute to your estimated
increase over this period. You may aggregate individually
insignificant items but we believe that the total of all
highlighted
items should be presented to explain the total increase expected
over
this period.
*****
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact John Cannarella, Staff Accountant, at (202)
551-3337 or in his absence, William Choi, Accounting Branch Chief,
at
(202) 551-3716 if you have questions regarding comments on the
financial statements and related matters. Please contact Scott
Anderegg, Staff Attorney, at (202) 551-3342, David Mittelman,
Legal
Branch Chief, at (202) 551-3214 or me at (202) 551-3720 with any
other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Michael P. Finch
Vinson & Elkins, LLP
Via Fax (713) 615-5282
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Richard H. Bachman
Enterprise GP Holdings L.P.
August 9, 2005
Page 3
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