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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
  ENTERPRISE GP HOLDINGS L.P.
  Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    1-32610
(Commission File Number)
    
    13-4297064
(I.R.S. Employer
Identification No.)
 1100 Louisiana, 10th Floor
Houston, Texas 77002
 (713) 381-6500
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Item 1.01. Entry into a Material Definitive Agreement.
  ETE Securities Purchase Agreement and Related Agreements
 ETE Securities Purchase Agreement
 LE GP, LLC Amended and Restated Limited Liability Company Agreement
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Unitholder Rights and Restrictions Agreement
      TEPPCO Purchase Agreement and Related Agreements
 TEPPCO Purchase Agreement
 Amendment No. 1 to Partnership Agreement
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EPE Credit Agreement
    3




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Class
    
    ABR Loans
    
    Eurodollar LoansRevolving credit loans (first 105 days
after May 7, 2007)
    
    
    0.25
    %
    
    
    1.75
    %Revolving credit loans (106th
day after May 7, 2007 through Maturity
Date)
    
    
    0.25
    %
    
    
    2.00
    %Term Loans (Debt Bridge) (first 105 days
after May 7, 2007) and Term Loans (Equity
Bridge) (all dates)
    
    
    0.25
    %
    
    
    1.75
    %Term Loans (Debt Bridge) (106th
day after May 7, 2007 through Maturity
Date)
    
    
    0.25
    %
    
    
    2.00
    %
  
    
    if such prepayment is required as a result of the issuance of indebtedness,
first, to reduce pro rata all Term Loans (Debt Bridge), second, to reduce pro rata
all Term Loans (Equity Bridge) and third, to reduce pro rata all Revolving Credit
Loans;
    
    if such prepayment is required as a result of the issuance of equity, first, to
reduce pro rata all Term Loans (Equity Bridge), second, to reduce pro rata all Term
Loans (Debt Bridge) and third, to reduce pro rata all Revolving Credit Loans; and
    
    if such prepayment is required as a result of an asset sale, first to reduce pro
rata all Term Loans (Debt Bridge) and all Term Loans (Equity Bridge), and second,
to reduce pro rata all Revolving Credit Loans.
  
    
    a prohibition on incurring debt, subject to permitted exceptions;
    
    a restriction on creating liens, subject to permitted exceptions;
    
    restrictions on merging and selling assets outside the ordinary course of business;
    
    a prohibition against making distributions, purchasing or redeeming capital
stock or prepaying indebtedness, subject to permitted exceptions;
 
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
    
    a restriction on our ability, and our ability to permit Enterprise Products
Partners L.P. (Enterprise Products Partners) and its general partner, TEPPCO and
its general partner, and Enterprise Products Operating L.P. (EPOLP), or any of
our subsidiaries other than Enterprise Products Partners and its general partner,
TEPPCO and its general partner, ETE and the ETE General Partner (a Subsidiary),
and their subsidiaries, to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement with any person, other than the lenders
under the EPE Credit Agreement or restrictions or conditions existing on the date
of the EPE Credit Agreement identified to such lenders, which prohibits, restricts
or imposes any conditions upon the ability of any Subsidiary to (i) pay dividends
or make other distributions or pay any indebtedness owed to us, Enterprise Products
Partners and its general partner, TEPPCO and its general partner, EPOLP or a
Subsidiary, or (ii) make subordinate loans or advances to or make other investments
in us, Enterprise Products Partners and its general partner, TEPPCO and its general
partner, EPOLP or any Subsidiary, in each case, other than permitted exceptions;
and
    
    the maintenance of a leverage ratio for the prior four full fiscal quarters most
recently ended of not more than 7.50 to 1.00 (including, if during any period of
four fiscal quarters we acquire any person (or any interest in any person) or all
or substantially all of the assets of any person, the EBITDA (as defined in the EPE
Credit Agreement) attributable to such assets or an amount equal to our percentage
of ownership in such person multiplied by the EBITDA of such person, for such
period determined on a pro forma basis (which determination, in each case, will be
subject to approval of each Administrative Agent, not to be unreasonably withheld)
may be included as Consolidated EBITDA (as defined in the EPE Credit Agreement)
for such period; provided that during the portion of such period that follows such
acquisition, the computation in respect of the EBITDA of such person or such
assets, as the case may be, will be made on the basis of actual (rather than pro
forma) results.
    Item 2.01. Completion of Acquisition or Disposition of Assets.
 Acquisition of Common Units of Energy Transfer Equity, L.P. and 35% Membership Interest in Its
General Partner
  Acquisition of Common Units of TEPPCO Partners, L.P. and 100% Membership Interest in Its
General Partner
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Item 3.02. Unregistered Sales of Equity Securities
  Item 3.03. Material Modification to Rights of Security Holders
  Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
     
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
    
    Distributions of Cashflow Each quarter, 100% of the
cash distributions received by EPE Unit III from us
will be distributed to the Class A limited partner
until DFI has received an amount equal to the Class A
preferred return (as defined below), and any remaining
distributions received by EPE Unit III will be
distributed to the Class B limited partners. The Class
A preferred return equals 3.797%, of the Class A
limited partners capital base. The Class A limited
partners capital base equals approximately $170.0
million plus any unpaid Class A preferred return from
prior periods, less any distributions made by EPE Unit
III of proceeds from the sale of our units owned by EPE
Unit III (as described below).
    
    Liquidating Distributions Upon liquidation of EPE
Unit III, units having a fair market value equal to the
Class A limited partner capital base will be
distributed to DFI, plus any accrued Class A preferred
return for the quarter in which liquidation occurs. Any
remaining units will be distributed to the Class B
limited partners.
    
    Sale Proceeds If EPE Unit III sells any of the
4,421,326 of our units that it owns, the sale proceeds
will be distributed to the Class A limited partner and
the Class B limited partners in the same manner as
liquidating distributions described above.
   Item 7.01 Regulation FD Disclosure
  
    
    financial projections based upon the assumption that the transactions
contemplated by the TEPPCO Purchase Agreement and the ETE Purchase Agreement did
not occur;
    
    combined financial projections reflecting the transactions contemplated by the
TEPPCO Purchase Agreement and the ETE Purchase Agreement;
    
    financial projections reflecting only the transactions contemplated by the
TEPPCO Purchase Agreement;
    
    analyst reports prepared by third parties regarding TEPPCO;
    
    presentations by us to ratings agencies;
    
    presentations by us to lenders under the ETE Credit Agreement; and
    
    other internal analysis prepared by management regarding the transactions.
  
    
    the relative discount for the TEPPCO assets compared to both (i) current trading
multiples of many other publicly traded partnerships holding similar general
partner interests and (ii) recent transactions involving acquisitions interests in
the general partner of, and limited partner interests in, publicly traded
partnerships;
    
    financial projections showing that the transactions contemplated by the TEPPCO
Purchase Agreement appear to be accretive to us on a stand-alone cash flow basis;
    
    the attractiveness of the TEPPCO assets for anticipated future growth in
distributions; and
 
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
    
    the enhancement of the equity capitalization of EPE by acquiring these assets in
connection with the concurrent acquisition of ETE common units and incurrence of
indebtedness under the ETE Credit Agreement.
   Item 9.01. Financial Statements and Exhibits.
 (a) Financial statements of businesses acquired.
  (b) Pro forma financial information.
  (d) Exhibits.
 Exhibit No.
    
    Description3.1
    
    Amendment No. 1 to First Amended and Restated Agreement of Limited
Partnership of Enterprise GP Holdings L.P., dated as of May 7, 2007.10.1
    
    Securities Purchase Agreement, dated as of May 7, 2007, by and among
Enterprise GP Holdings L.P., Natural Gas Partners VI, L.P., Ray C.
Davis, Avatar Holdings, LLC, Avatar Investments, LP, Lon Kile, MHT
Properties, Ltd., P. Brian Smith Holdings, LP., and LE GP, LLC.10.2
    
    Amended and Restated Limited Liability Company Agreement of LE GP,
LLC, dated as of May 7, 2007.10.3
    
    Unitholder Rights and Restrictions Agreement, dated as of May 7,
2007, by and among Energy Transfer Equity, L.P., Enterprise GP
Holdings L.P., Natural Gas Partners VI, L.P. and Ray C. Davis.10.4
    
    Securities Purchase Agreement, dated as of May 7, 2007, by and among
Enterprise GP Holdings L.P., DFI GP Holdings L.P. and Duncan Family
Interests, Inc.10.5
    
    Second Amended and Restated Credit Agreement, dated as of May 1,
2007, by and among Enterprise GP Holdings L.P., as Borrower, the
Lenders named therein, Citicorp North America, Inc., as
Administrative Agent, Lehman Commercial Paper Inc., as Syndication
Agent, Citibank, N.A., as Issuing Bank, and The Bank of Nova Scotia,
Sun Trust Bank and Mizuho Corporate Bank, Ltd., as Co-Documentation
Agent.10.6
    
    EPE Unit III, L.P. Agreement of Limited Partnership dated May 7, 2007.99.1
    
    Press Release dated May 7, 2007.
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SIGNATURES
  ENTERPRISE GP HOLDINGS L.P.By:
    EPE Holdings, LLC,as General Partner Date: May 10, 2007
    By:
    /s/ Michael J. KnesekName:
    Michael J. KnesekTitle:
    Senior Vice President, Controller and Principal
Accounting Officer of EPE Holdings, LLC 9




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Exhibit Index
 Exhibit No.
    
    Description3.1
    
    Amendment No. 1 to First Amended and Restated Agreement of Limited
Partnership of Enterprise GP Holdings L.P., dated as of May 7, 2007.10.1
    
    Securities Purchase Agreement, dated as of May 7, 2007, by and among
Enterprise GP Holdings L.P., Natural Gas Partners VI, L.P., Ray C.
Davis, Avatar Holdings, LLC, Avatar Investments, LP, Lon Kile, MHT
Properties, Ltd., P. Brian Smith Holdings, LP., and LE GP, LLC.10.2
    
    Amended and Restated Limited Liability Company Agreement of LE GP,
LLC, dated as of May 7, 2007.10.3
    
    Unitholder Rights and Restrictions Agreement, dated as of May 7,
2007, by and among Energy Transfer Equity, L.P., Enterprise GP
Holdings L.P., Natural Gas Partners VI, L.P. and Ray C. Davis.10.4
    
    Securities Purchase Agreement, dated as of May 7, 2007, by and among
Enterprise GP Holdings L.P., DFI GP Holdings L.P. and Duncan Family
Interests, Inc.10.5
    
    Second Amended and Restated Credit Agreement, dated as of May 1,
2007, by and among Enterprise GP Holdings L.P., as Borrower, the
Lenders named therein, Citicorp North America, Inc., as
Administrative Agent, Lehman Commercial Paper Inc., as Syndication
Agent, Citibank, N.A., as Issuing Bank, and The Bank of Nova Scotia,
Sun Trust Bank and Mizuho Corporate Bank, Ltd., as Co-Documentation
Agent.10.6
    
    EPE Unit III, L.P. Agreement of Limited Partnership dated May 7, 2007.99.1
    
    Press Release dated May 7, 2007.
 10