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0000950134-04-014010.txt : 200409230000950134-04-014010.hdr.sgml : 2004092320040922175833ACCESSION NUMBER:0000950134-04-014010CONFORMED SUBMISSION TYPE:8-KPUBLIC DOCUMENT COUNT:51CONFORMED PERIOD OF REPORT:20040922ITEM INFORMATION:Other EventsITEM INFORMATION:Financial Statements and ExhibitsFILED AS OF DATE:20040923DATE AS OF CHANGE:20040922

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:ENERGY TRANSFER PARTNERS LPCENTRAL INDEX KEY:0001012569STANDARD INDUSTRIAL CLASSIFICATION:RETAIL-RETAIL STORES, NEC [5990]IRS NUMBER:731493906STATE OF INCORPORATION:DEFISCAL YEAR END:0831

FILING VALUES:FORM TYPE:8-KSEC ACT:1934 ActSEC FILE NUMBER:001-11727FILM NUMBER:041041752

BUSINESS ADDRESS:STREET 1:2838 WOODSIDESTREET 2:-CITY:DALLASSTATE:TXZIP:75204BUSINESS PHONE:9184927272

MAIL ADDRESS:STREET 1:8801 SOUTH YALE AVESTREET 2:STE 310CITY:TULSASTATE:OKZIP:74137

FORMER COMPANY:FORMER CONFORMED NAME:HERITAGE PROPANE PARTNERS L PDATE OF NAME CHANGE:19960424

8-K1d18601e8vk.htmFORM 8-K

e8vk

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September22, 2004

ENERGY TRANSFER PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

1-11727
(Commission File Number)

73-1493906
(IRS Employer
Identification No.)

2838 Woodside Street
Dallas, Texas 75204
(Address of principal executive offices) (Zip Code)

(918)492-7272
(Registrants telephone number, including area code)

TABLE OF CONTENTS

Item8.01 Other Events.Item9.01 Financial Statements and Exhibits.SIGNATURESEXHIBIT INDEXPresentation at September 23, 2004 Analyst Meeting

Table of Contents

Item8.01 Other Events.

On September23, 2004, Energy Transfer Partners, L.P. (the Partnership) willhold an analyst meeting to discuss the Partnerships plans, initiatives andpreliminary expectations for fiscal year 2005. The information to be presentedat the meeting is available on the Partnerships website atwww.energytransfer.com and is attached hereto as an exhibit and is incorporatedby reference herein.

Item9.01 Financial Statements and Exhibits.

(c)Exhibits

The following Exhibits are filed herewith:

ExhibitNumber 99.1 Presentation at September23, 2004 Analyst Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

Energy Transfer Partners, L.P.

By:

U.S. Propane L.P., General Partner

By:

U.S. Propane L.L.C., General Partner

Date: September 22, 2004 By: /s/ Ray C. Davis

Ray C. Davis

Co-Chief Executive Officer and officerduly authorized to sign on behalf ofthe registrant

By: /s/ Kelcy L. Warren

Kelcy L. Warren

Co-Chief Executive Officer and officerduly authorized to sign on behalf ofthe registrant

Table of Contents

EXHIBIT INDEX

Exhibit No. Description

99.1

Presentation at September23, 2004 Analyst Meeting

EX-99.12d18601exv99w1.htmPRESENTATION AT SEPTEMBER 23, 2004 ANALYST MEETING

exv99w1

EXHIBIT 99.1

Analyst Conference

September 23, 2004

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Legal Disclaimer

This presentation may contain statements about future events and Energy TransferPartners, L.P.'s ("Energy Transfer" or "ETP") outlook and expectations, which areforward-looking statements. Any statement in this presentation that is not ahistorical fact may be deemed to be a forward-looking statement. These forward-looking statements rely on a number of assumptions concerning future events andare subject to a number of uncertainties and factors, many of which are outsideEnergy Transfer's control, and which could cause Energy Transfer's actual results,performance or achievements to be materially different. While Energy Transferbelieves that the assumptions concerning future events are reasonable, it cautionsthat there are inherent difficulties in predicting certain important factors that couldimpact the future performance or results of its business. These risks anduncertainties are discussed in more detail in Energy Transfer's filings with theSecurities and Exchange Commission, copies of which are available to the public.Energy Transfer expressly disclaims any intention or obligation to revise or updateany forward- looking statements whether as a result of new information, futureevents, or otherwise.

Management Participants &

Other Partnership Attendees

Ray Davis

Co-CEO, Co-Chairman

Kelcy Warren

Co-CEO, Co-Chairman

Mike Krimbill

President, Chief Financial Officer

Other Partnership Attendees

David Brantley

Bob Burk

Renee Lorenz

Agenda

ETP Overview

Business Strategies

Acquisition Strategy/ Criteria

Overview of Assets

Internal Growth Opportunities

Financial Overview

Conclusion

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I. ETP Overview

Organizational Structure

La Grange Energy

L.P.

Common Unit

Holders

Operating

Subsidiaries

Heritage Operating

L.P.

Energy Transfer

Partners, L.P.

(MLP)

U.S. Propane

L.L.C.

U.S. Propane, L.P.

35%

2%

General Partner

Interest

95%

La Grange

Acquisition, L.P.

95%

Operating

Subsidiaries

Midstream and propane businesses are managed in two separate operating partnershipsowned by the MLP, Energy Transfer Partners, L.P., a publicly traded MLP since 1996.

63%

0.01%

Heritage Holdings

Inc.

Class E Units

FHM, LLC

5%

5%

Assumes distribution of LP units held by LaGrange Energy, LP

ETP Stats

Price $45.89

Units Outstanding 44.59 mm

Market Cap $2.046 B

Current Yield 7.2%

Long-Term Debt $1.1 B

Enterprise Value $3.1 B

Distribution Coverage 1.48 X

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II. Business Strategies

Business Strategy

Growth through acquisitions

Acquire midstream assets in our current areas of operations

Pursue assets in other regions of the US with significant naturalgas reserves and high level of drilling activity

Acquire quality propane companies with excellent assets andreputations

Focus on propane companies in regions experiencing aboveaverage population growth

Enhance profitability of existing midstream assets

Add natural gas volumes under long-term producercommitments

Enhance utilization of underutilized assets

Provide additional blending, treating and processing services

Business Strategy (cont.)

Internal growth

Utilize existing infrastructure and customer relationships byconstructing and expanding systems

Expand propane customer base in each district location one tank at atime

Increase stability of cash flows

Increased emphasis on fee based midstream services

Option for blending, treating and processing based on marketeconomics

Geographic diversity of propane business

Focused management of administrative and operating costs

Maintain low cost, decentralized propane operations

Avoid large bureaucratic corporate staff

Continued reduction in overhead and administrative costs

Strategically Located Midstream Assets

TUFCO System

Capacity of 1.3 Bcf/d

Throughput of 790 MMcf/d

2,000 miles of pipeline

2 Storage Facilities with 14 Bcf oftotal working capacity

Devon System

1,800 miles of gathering and mainlinepipeline systems

5 natural gas plants / facilities

80 MMcf/d gas processing plant

Elk City System

Capacity of 410 MMcf/d

Throughput of 215 MMcf/d

330 miles of pipeline

130 MMcf/d capacity Elk City ProcessingPlant

145 MMcf/d capacity Treating Facility

300 connected wells

Southeast Texas System

Capacity of 720 MMcf/d

Throughput of 240 MMcf/d

2,500 miles of pipeline

240 MMcf/d capacity La Grange Processing Plant

5 natural gas treating facilities with aggregate capacity of250 MMcf/d

Over 1,000 connected wells

Oasis Pipeline

Capacity of 1.2 Bcf/d

Throughput of 1.0 Bcf/d

583 miles of pipeline

Connects Waha to Katy

Contracts with independent powerplants, utilities and industrial users

Bossier Pipeline

Initial capacity of 500 MMcf/d(expandable to 1 Bcf/d)

9-year fee-based contract with XTOEnergy for 200 MMcf/d

Diversified Propane Operations

ETP's propane operations are concentrated in higher than averagepopulation growth areas where natural gas distribution is not cost effective,and its geographic diversification minimizes the impact of weather patternsin individual regions

Source: Company filings

(1) 2004 represents 11 months of actual data and 1 month estimate

Focus on high-margin residential customers

Active consolidator - 107 acquisitions since inception

Record fiscal 2003 operating and financial performance

Approximately 90% of customer tanks are "company-owned"

Retail Gallons Sold (Millions)1

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III. Acquisition Strategy/ Criteria

Midstream Acquisition Strategy

Opportunities for operational efficiencies

Potential for increased utilization

Opportunities for expansion and growth ofacquired and existing assets

Focus on businesses providing higherpercentage of fee based cash flows

Diversification into additional geographic areaswith significant natural gas reserves

Synergy opportunities with existing assets

Propane Acquisition Strategy

Buy quality core companies with excellent reputations

Target companies in growth areas

Retain personnel and brand names

Make transition transparent to customers

Fill in with blend-in acquisitions in core areas

Buy companies with high percentage of tank control

Achieve geographic diversity to minimize weather risk

Avoid markets dominated by farm co-ops, electric co-ops and low cost supply sources

Population Growth Projections

Heritage Propane has focused on higher population growth areas which results inincreased internal growth.

ETP Acquisition History

*Presented as if merger occurred Sept. 2002

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IV. Asset Overview

Southeast Texas System

Southeast Texas System

SETPS, The Southeast Texas System, is comprised of approximately 2,500 miles of gathering pipeline, rangingin size from 2 inches to 30 inches in diameter and approximately 60 miles of residue/delivery pipeline, rangingin size from 12 inches to 34 inches in diameter. The system covers multiple counties in the greater GiddingsField area.

Over 1,200 wells are dedicated to the SETPS, 88% of those wells are connected to the rich system which accountfor approximately 63% of the throughput

There are 35 compressor stations located within SETPS, comprised of 62 units with an aggregate of 44,530horsepower.

Located within the SETPS are the La Grange Processing Plant (230 MMbtu/d capacity located in FayetteCounty) and the Navasota, Somerville, Grimes County, Holland Creek and Latium natural gas treating plants.

The La Grange Plant residue line is connected to Oasis, El Paso Gas Transmission, TXU Pipeline, as well as theLCRA Sim Gideon and LCRA Calpine Lost Pines power plants.

Total throughput capacity of 900 MMbtu/d. Currently, 263 MMbtu/d are transported on the system.

Other Texas assets include a 40% interest in Dorado joint venture system which consists of 60 miles of pipeline,together adding an additional 14,000 horsepower of compression.

As a result of the 100% ownership in Oasis, the Company has the flexibility to bypass the La Grange plant whenprocessing margins become unfavorable.

Contract mix through the plant is 65% POP/35% KW. Including the approximately 120 MMbtu/d of gas that isnot processed, SETPS's contract mix is 43% Buy-Sell (gas that is not processed), 39% POP, and 18% KW

On July 21, 2004, Energy Transfer announced an agreement to acquirecertain East Texas Midstream natural gas assets of Devon EnergyCorporation

The assets include Devon's Texas Chalk and Madison Systems

Asset Description:

1,800 miles of gathering and mainline pipeline systems

Five natural gas treating plants, condensate stabilization facilities,fractionation facilities, and an 80 MMcf/d gas processing plant

HSR waiting period expired

Targeted to close November 2004

Devon Acquisition

Bossier Pipeline Expansion

First phase of a multi-phase project that will service producers in Eastand North Central Texas

Bossier Pipeline Expansion

78 Miles of 36" and 30" pipeline

Connects two XTO treating facilities and ET Fuel Company's Bi-Stone South system with SETPS.

Pipeline capacity currently constrained in East Texas as a result ofongoing drilling activity in the Bossier Sand and Barnett Shaleformations.

Bossier Pipeline expansion provides initial additional capacity of500 MMcf/d (expandable to 1.0 Bcf/d)

Over 400 MMcf/d of pipeline capacity is contracted under long-termagreements with XTO, Anadarko and other producers.

Oasis Pipeline

The Oasis Pipeline is a 600 mile, bi-directional pipeline that connects the

Waha Hub to the Katy Hub.

Oasis Pipeline

As of December 2002, ETC owns a 100% interest in the Oasis pipeline, a 600 mile, 24-inch and 36-inchdiameter natural gas pipeline that connects the Waha Hub to the Katy Hub.

Oasis has bi-directional capability with approximately 1 Bcf/d of west-to-east throughput capacity and greaterthan 750 MMbtu/d of east-to-west throughput capacity. Current throughput is 773 MMbtu/d.

Oasis has approximately 1.2 Bcf of line pack. The line pack can be accessed quickly to take advantage ofperiodic price spikes.

Oasis includes approximately 100 active meters, seven mainline compressor stations totaling approximately96,740 of installed horsepower and one plant residue compressor station with 6,000 horsepower.

Oasis is directly connected to pipelines that provide access to all major U.S market centers.

Recently consolidated the Houston office to San Antonio, thereby facilitating over $1.0MM of annual G&Asavings.

Oasis is capable of providing service to Texas intrastate power generation market through its connection to threegas-fired, electric generation facilities with a potential delivery capacity of approximately 1 Bcf/d.

ETC is actively managing the Oasis system and their marketing department has been able to be opportunistic.For example, gas from SETPS is able to be blended with Oasis thereby mitigating the processing exposure atSETPS. As a result in 2003, the bypass option has generated in excess of $4 million.

ET Fuel Company

(TUFCO)

Asset Description

Capacity of 1.3 Bcf/d

Throughput of 790 MMcf/d

2,000 miles of pipeline

2 Storage Facilities with 14 Bcf of total working capacity

Strategically located near high-growth production and market areas

Diversifies reserve base with access to Barnett Shale and additional access to PermianBasin

Provides access through a third-party pipeline to Carthage, the third major natural gasmarketing hub in Texas

ET Fuel Company (TUFCO)

Significant third-party opportunities with power plants, industrial users,municipals, and co-operatives

Storage facilities add flexibility for fuel management services

Greater platform from which to grow organically and through acquisitions

Operational efficiencies exist through synergies with current ETP assets

Major transportation contract with TXU

ET Fuel Company (cont.)

Elk City System Map

Elk City

The Elk City System is located in Western Oklahoma and consists of over 275 miles of pipeline and relatedassets that gather, dehydrate and compress natural gas production for delivery to the Elk City Plant in BeckhamCounty, Oklahoma.

The gathering system is designed to provide maximum flexibility including low, intermediate and high pressureservices and has throughput capacity of over 410 MMcf/d. Currently, over 250 MMcf/d is being transported.

The Elk City Plant is a 130 MMbtu/d cryogenic natural gas processing plant that processes field gas to produceresidue gas and natural gas liquids. Currently, the plant is running at capacity.

Residue gas from Elk City Plant has access to five downstream pipelines including Natural Gas PipelineCompany of America, Panhandle Eastern Pipeline Co., Reliant Gas Transmission, Northern Natural Gas andTransok.

Contract mix is 32% KW/22% POP/46% Liquid Sharing. The contracts are structured so that Management hasthe ability to bypass the plant in times of poor fractionation margins.

The system is located in an active drilling area. Chesapeake has experience significant success in the deepHuton formation at approximately 23,000 feet. Since January, the well has maintained production in excess of 40MMcf/d. Also, Kaiser Francis is an active drilled in this area..

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V. Internal Growth Opportunities

The following section presents a few of the projects for internal growth that are available to the Partnership

Bossier Pipeline Project

Completed Capital Cost = $71.4 mm

Projected EBITDA @ 400 MMcf/d = $26 mm

400 MMcf/d < 50% capacity

Implied multiple @ 400 MMcf/d = 3.0 X EBITDA

Capital Costs financed entirely through excessdistributable cash flow

Will tie the TUFCO North Texas Pipeline to the TUFCO Fort Worth Basin Pipeline

24-inch pipe - Estimated capital totaling $50 million

@ 50% capacity = 3.0X estimated EBITDA multiple

54 miles of new pipeline

Conversion of approximately 30 miles of NGL pipeline to natural gas operation

Enhanced access to the Barnett Shale in the Fort Worth Basin

One of the most active natural gas producing areas in the U.S.

Expected completion by March 2005

Financing anticipated to be provided from excess distributable cash flow

ETP is currently constructing a pipeline into the Fort Worth Basin

Fort Worth Basin Expansion

Will connect Bethel Salt Dome Storage Facility (part of TUFCO system) with the recentlyconstructed Bossier Pipeline

39 miles of large diameter pipeline

Adds direct access to Katy hub from Bethel

Increases the value of the Bethel storage capacity

Bossier to Bethel Pipeline Expansion

Bethel Storage Expansion 1

Expansion of the injection capacity of Energy Transfer's Bethel salt dome storage facility

Proposed installation of additional 9,000 HP of compression will increase injectioncapability at Bethel from 75 MMcf/d to 175 MMcf/d

Bethel Storage Expansion 2

Expansion of the capacity at Bethel through an additional salt dome cavern

New cavern is expected to have 3 Bcf of capacity, of which 2.1 Bcf will be workingcapacity and 0.9 Bcf will be pad gas capacity

Oletha to Old Ocean Pipeline

Will loop a section of the ET Fuel system that runs from Oletha to the Old Ocean pipeline

This will provide additional outlet capacity for the Bi-Stone South system and an outlet for SouthOld Ocean system

Old Ocean to Fort Worth Basin Pipeline

Construct a large diameter pipeline connecting Energy Transfer's South Old OceanPipeline system with its North Texas pipeline

Would add additional Fort Worth Basin volumes to the Katy market and provide a greatamount of additional takeaway capacity from the Fort Worth Basin

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VI. Financial Overview

EBITDA

Interest Expense

Maintenance Capital &

Income Tax

Maintenance Capital

Midstream

General pipeline/ asset maintenance

Well ads required to keep up volumes

Total Estimated Midstream Maintenance Cap = $16 mm

Propane ($.035/ gallon)

Total Estimated Propane Maintenance Cap = $15 mm

Total ETP Estimated Maintenance Cap = $31 mm

Income Tax Consequence

HHI

Oasis Corp.

Total estimated taxes = $5 mm

Distribution Calculation

Current Yield w/ Peers

2005 Coverage Ratios

Capital Mix Example

Higher unit coverage reduces equity dilution

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VII. ETP Overview

Alignment with Unitholders Energy Transfer Management and Affiliates General Partner Public Unitholders 35 2 63

Management and affiliates maintain one of the highest ownership levels ofthe MLP peer group

Source: Company filings.

Note: Percentages exclude the class C units and the class E units.

Investment Highlights

Successful acquisition track record

Significant internal growth projects at attractivemultiples

Record distribution growth of $.70 per common unit inlast nine months to $3.30

Healthy common unit coverage of 1.48x

Strong balance sheet positioned for internal growth andacquisitions

Management philosophy to minimize common unitdilution by reinvesting distributable cash flow

Strong entrepreneurial management with low coststructure

Significant LP ownership by management

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