------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934 Date of report : October 25, 2001 (Date of earliest event reported): October 24, 2001 El Paso Energy Partners, L.P. (Exact Name of Registrant as Specified in Charter) Delaware 1-11680 76-0396023 (State or Other Jurisdiction Commission (IRS Employer of Incorporation) File Number) Identification No.) 1001 Louisiana Street Houston, TX 77002 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 420-2600 -------------------------------------------------------------------------------
ITEM 5. OTHER EVENTS We have filed this Current Report to file consents from experts with respect to reports incorporated by reference into our Registration Statement on Form S-3 (File No. 333-85987). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Each exhibit identified below is filed as part of this report. 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Netherland, Sewell & Associates, Inc. Exhibit No. Description ----------- ----------- 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Netherland, Sewell & Associates, Inc.
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 El Paso Energy Partners Company, its general partner Date: October 25, 2001 By: /s/ ROBERT G. PHILLIPS ------------------------------------ Robert G. Phillips Chief Executive Officer
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 23.4 Consent of PricewaterhouseCoopers LLP 23.5 Consent of Arthur Andersen LLP 23.6 Consent of Netherland, Sewell & Associates, Inc.
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-3, (No. 333-85987), of El Paso Energy Partners, L.P. (the "Partnership"), of: (A) (i) our report dated March 7, 2001 relating to the consolidated financial statements of the Partnership and subsidiaries, (ii) our report dated March 28, 2001 relating to the consolidated financial statements of Deepwater Holdings, L.L.C., (iii) our report dated March 29, 2001 relating to the consolidated financial statements of Neptune Pipeline Company, L.L.C., (iv) our report dated March 28, 2001 relating to the financial statements of Manta Ray Gathering Company, L.L.C., (v) our report dated March 28, 2001 relating to the financial statements of Ewing Bank Gathering Company, L.L.C., (vi) our report dated March 28, 2001 relating to the financial statements of El Paso Energy Partners Operating Company, L.L.C., (vii) our report dated March 28, 2001 relating to the financial statements of VK - Main Pass Gathering Company, L.L.C., (viii) our report dated March 28, 2001 relating to the financial statements of El Paso Energy Partners Deepwater, L.L.C., (ix) our report dated March 28, 2001 relating to the financial statements of Delos Offshore Company, L.L.C., (x) our report dated March 28, 2001 relating to the consolidated financial statements of VK - Deepwater Gathering Company, L.L.C., (xi) our report dated March 28, 2001 relating to the financial statements of El Paso Energy Partners Oil Transport, L.L.C., (xii) our report dated March 28, 2001 relating to the financial statements of Poseidon Pipeline Company, L.L.C., (xiii) our report dated March 28, 2001 relating to the financial statements of Flextrend Development Company, L.L.C., (xiv) our report dated March 28, 2001 relating to the consolidated financial statements of Crystal Holding, L.L.C. and (xv) our report dated March 28, 2001 relating to the financial statements of Green Canyon Pipeline Company, L.P., each of which appears in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2000; and (B) (i) our report dated August 24, 2001 relating to the consolidated balance sheet of El Paso Energy Partners Company and (ii) our report dated August 24, 2001 relating to the financial statements of El Paso Energy Partners Finance Corporation, each of which appears in the Partnership's Current Report on Form 8-K filed on August 28, 2001. We also consent to the reference to us under the heading "Experts" in the prospectus supplement which is part of such Registration Statement. /s/ PricewaterhouseCoopers LLP Houston, Texas October 24, 2001
EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-85987), of El Paso Energy Partners, L.P. (the "Partnership") of our report dated March 16, 2001 relating to the balance sheets of Poseidon Oil Pipeline Company, L.L.C. as of December 31, 2000 and 1999, and the related statements of income, members' equity and cash flows for each of the three years in the period ended December 31, 2000, each of which is included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in the prospectus supplement which is part of such Registration Statement. /s/ ARTHUR ANDERSEN LLP Houston, Texas October 24, 2001
EXHIBIT 23.3 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-3, as amended from time to time (No. 333-85987), of El Paso Energy Partners, L.P. (the "Partnership") of our reserve reports for the Partnership dated as of December 31, 1998, 1999 and 2000, each of which is included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in the prospectus supplement which is part of such Registration Statement. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ Clarence M. Netherland ------------------------------------ Clarence M. Netherland Chairman Dallas, Texas October 24, 2001