On August 7, 2017, Enterprise Products Partners L.P. (the
Partnership), Enterprise Products OLPGP, Inc. (EPOGP) and Enterprise Products Operating LLC (EPO) entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc.
and Barclays Capital Inc., as representatives of the several underwriters named on Schedule I thereto (the Underwriters), relating to the public offering of $700.0 million principal amount of EPOs 4.875% Junior Subordinated
Notes D due August 16, 2077 (the
Non-Call
5 Notes) and $1.0 billion principal amount of EPOs 5.250% Junior Subordinated Notes E due August 16, 2077 (the
Non-Call
10 Notes and, together with the
Non-Call
5 Notes, the Notes). The Notes are unconditionally guaranteed on a junior subordinated basis by the
Partnership pursuant to a guarantee (the Guarantee and, together with the Notes, the Securities) included in the Indenture (as defined below). Closing of the issuance and sale of the Securities is scheduled for
August 16, 2017 (the Closing).
The offering of the Securities has been registered under the Securities Act of 1933, as
amended (the Securities Act), pursuant to a Registration Statement on Form
S-3
(Registration Nos.
333-211317
and
333-211317-01)
(the Registration Statement), as supplemented by the Prospectus Supplement dated August 7, 2017, relating to the Securities, filed with the United States Securities and
Exchange Commission on August 8, 2017, pursuant to Rule 424(b) of the Securities Act (together with the accompanying prospectus dated May 12, 2016, the Prospectus).
The Underwriting Agreement provides that the obligations of the Underwriters to purchase the Notes are subject to customary conditions. The
Underwriters are obligated to purchase all of the Notes if they purchase any of the Notes. The Partnership, EPO and EPOGP have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to
contribute to payments the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement also contains other customary representations, warranties and agreements. The summary of the Underwriting Agreement in
this report does not purport to be complete and is qualified by reference to such agreement, which is filed as an exhibit hereto and incorporated herein by reference. The Underwriting Agreement contains representations, warranties and other
provisions that were made or agreed to, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them. Accordingly, the Underwriting Agreement should not be relied upon as constituting a
description of the state of affairs of any of the parties thereto or their affiliates at the time it was entered into or otherwise.
The
Prospectus provides that EPO expects to use the net proceeds from the Notes offering for (i) the repayment of debt, which may include the temporary repayment of amounts outstanding under its commercial paper notes program, payment of its
$800 million principal amount of Senior Notes L due September 2017 at their maturity, and the redemption prior to maturity of up to $700 million aggregate principal amount of its outstanding Junior Subordinated Notes A due August 2066,
Junior Subordinated Notes B due January 2068, and/or Junior Subordinated Notes C due June 2067 and (ii) for general company purposes. Affiliates of certain of the Underwriters may hold EPOs commercial paper notes, Senior Notes L, Junior
Subordinated Notes A, Junior Subordinated Notes B, and/or Junior Subordinated Notes C to be repaid or redeemed with proceeds from this offering and, accordingly, may receive a substantial portion of the net proceeds from the offering of Notes. In
addition, certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Partnership and its
affiliates, for which they received or will receive customary fees and expense reimbursement.
The Securities are being issued under the
Indenture, dated as of October 4, 2004 (the Indenture), among EPO (as successor to Enterprise Products Operating L.P.), as issuer, the Partnership, as guarantor, and Wells Fargo Bank, N.A., as trustee (collectively, as amended and
supplemented by the Tenth Supplemental Indenture, dated as of June 30, 2007, providing for EPO as successor issuer, the Base Indenture) and the Twenty-Ninth Supplemental Indenture thereto, to be dated as of August 16, 2017 (the
Twenty-Ninth Supplemental Indenture and, together with the Tenth Supplemental Indenture, the Supplemental Indentures). The terms of the Securities, the Base Indenture and the Supplemental Indentures are further described in
the Prospectus under the captions Description of the Notes and Description of Debt Securities, which descriptions are incorporated herein by reference and filed herewith as Exhibit 99.1. Such descriptions do not purport to be
complete and are qualified by reference to the Base Indenture, which was filed under a Form
8-K
on October 6, 2004, and the Twenty-Ninth Supplemental Indenture, which will be filed under a Form
8-K
after the Closing.
On August 7, 2017, the Partnership issued a press release relating to the
public offering of the Notes contemplated by the Underwriting Agreement. A copy of the press release is furnished herewith as Exhibit 99.2.
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