- ------------------------------------------------------------------------------- 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 : April 23, 2002 (Date of earliest event reported): April 23, 2002 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.
EL PASO ENERGY PARTNERS, L.P. EXHIBIT LIST Exhibit No. Description - ----------- ----------- 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.
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: April 23, 2002 By: /s/ D. MARK LELAND ------------------------------------ D. Mark Leland Senior Vice President and Controller (Principal Accounting Officer)
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 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 February 28, 2002 relating to the consolidated financial statements of the Partnership and subsidiaries and (ii) our report dated February 28, 2002 relating to the financial statements of Poseidon Oil Pipeline Company, L.L.C., each of which appears in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001; and (B)(i) our report dated April 18, 2002 relating to the consolidated balance sheet of El Paso Energy Partners Company, (ii) our report dated April 15, 2002 relating to the balance sheets of El Paso Energy Partners Finance Corporation, (iii) our report dated April 18, 2002 relating to the combined financial statements of EPGT Texas Pipeline, L.P., El Paso Gas Storage Company and El Paso Hub Services Company and (iv) our report dated April 18, 2002 relating to the combined financial statements of EPGT Texas Pipeline, L.P., El Paso Gas Storage Company, El Paso Hub Services Company and the El Paso Field Services Gathering and Processing Businesses, each of which appears in the Partnership's Current Report on Form 8-K filed on April 22, 2002. 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 April 22, 2002
EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference into this Prospectus Supplement dated April 23, 2002, of El Paso Energy Partners, L.P., of our report dated March 16, 2001 relating to the balance sheets of Poseidon Oil Pipeline Company, L.L.P. as of December 31, 2000, and the related statements of income, members' equity and cash flows for the years ended December 31, 2000 and 1999, each of which is included in the Annual Report on Form 10-K of El Paso Energy Partners, L.P. for the year ended December 31, 2001, and to all references to our Firm included in this Prospectus Supplement. /s/ ARTHUR ANDERSEN LLP Houston, Texas April 23, 2002
EXHIBIT 23.3 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference to our reserve reports dated as of December 31, 2001, 2000, and 1999, each of which is incorporated by reference in the Prospectus Supplement of El Paso Energy Partners, L.P. We also consent to the reference to us under the heading "Experts" in such Prospectus Supplement. NETHERLAND, SEWELL & ASSOCIATES, INC. By: /s/ Frederic D. Sewell ------------------------------------ Frederic D. Sewell Chairman and Chief Executive Officer Dallas, Texas April 19, 2002