Current Report Filing (8-k)
December 01 2017 - 4:20PM
Edgar (US Regulatory)
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 (Date of earliest event reported): November 28, 2017
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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1-14323
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76-0568219
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1100 Louisiana Street, 10th Floor
Houston, Texas 77002
(Address of Principal Executive Offices, including Zip Code)
(713)
381-6500
(Registrants Telephone Number, including Area Code)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 1, 2017, Enterprise
Products Partners L.P. (the Partnership) entered into an equity distribution agreement (the Agreement) with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc.,
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., DNB Markets, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond
James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, UBS Securities LLC, USCA
Securities LLC and Wells Fargo Securities, LLC (each a Manager and collectively the Managers), pursuant to which the Partnership may issue and sell from time to time through the Managers common units representing limited
partner interests in the Partnership having an aggregate offering price of up to $2,538,500,000.00 (the Units). Sales of the Units, if any, will be made by means of ordinary brokers transactions on the New York Stock Exchange at
market prices, in block transactions or as otherwise agreed by the Partnership and the Managers.
Under the terms of the Agreement, the
Partnership may also sell Units from time to time to any Manager as principal for its own account at a price to be agreed upon at the time of such sale. Any sale of Units to a Manager as principal would be pursuant to the terms of a separate
agreement between the Partnership and such Manager.
The Units will be issued pursuant to a registration statement on
Form S-3
(Registration
No. 333-221397)
(the Registration Statement).
The description of the Agreement in this Item 1.01 is qualified in its entirety by reference to Exhibit 1.1 hereto, which is
incorporated herein by reference.
Certain legal opinions related to the Registration Statement are also filed herewith as Exhibits 5.1
and 8.1.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
November 28, 2017, Enterprise Products Holdings LLC (the General Partner), the general partner of the Partnership, executed Amendment No. 3 (the Amendment) to the Partnerships Sixth Amended and Restated
Agreement of Limited Partnership dated November 22, 2010, as previously amended by Amendment No. 1 thereto dated as of August 11, 2011 and Amendment No. 2 thereto dated as of August 21, 2014 (the Partnership
Agreement), in response to changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 (the BBA) relating to partnership audit and adjustment procedures.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as
Exhibit 3.1 hereto and incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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1.1
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Equity Distribution Agreement, dated December
1, 2017, by and among Enterprise Products Partners L.P., Enterprise Products OLPGP, Inc., Enterprise Products Operating LLC and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., DNB Markets, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA Inc., Morgan Stanley
& Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA)
Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, UBS Securities LLC, USCA Securities LLC and Wells Fargo Securities, LLC.
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3.1
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Amendment No. 3 to the Sixth Amended and Restated Agreement of Limited Partnership of Enterprise Products Partners L.P., dated as of November 28, 2017.
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5.1
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Opinion of Sidley Austin LLP.
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8.1
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Opinion of Sidley Austin LLP relating to tax matters.
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23.1
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Consents of Sidley Austin LLP (included in Exhibits
5.1
and
8.1
).
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2
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.
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ENTERPRISE PRODUCTS PARTNERS L.P.
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By:
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Enterprise Products Holdings LLC,
its General Partner
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Date: December 1, 2017
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By:
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/s/ R. Daniel Boss
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Name:
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R. Daniel Boss
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Title:
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Senior Vice President Accounting and Risk Control
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By:
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/s/ Michael W. Hanson
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Name:
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Michael W. Hanson
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Title:
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Vice President and Principal Accounting Officer
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