EPD Enterprise Products Partners LP

Securities Exchange Agreement and Series A Cumulative Convertible Preferred Unit Purchase Agreement

On September 30, 2020 (the “Closing Date”), Enterprise Products Partners L.P. (the “Partnership”), and OTA Holdings, Inc., a wholly owned subsidiary of the Partnership (“OTA”), entered into a Securities Exchange Agreement (the “Exchange Agreement”), pursuant to which the Partnership issued 855,915 Series A Cumulative Convertible Preferred Units representing limited partner interests in the Partnership (the “Preferred Units”) in exchange for 54,807,352 common units representing limited partner interests in the Partnership (“Common Units”) held by OTA. The Exchange Agreement contains customary representations, warranties and covenants of the Partnership and OTA.

Additionally, on the Closing Date, the Partnership entered into a Series A Cumulative Convertible Preferred Unit Purchase Agreement (the “Purchase Agreement”) with a group of investors, including (i) certain funds managed by Kayne Anderson Capital Advisors, L.P. and Tortoise Capital Advisors, L.L.C. and (ii) Manxome Investors L.P. (collectively, the “Purchasers”), pursuant to which the Partnership issued and sold in a private placement $50.0 million of Preferred Units. The Partnership issued 50,000 Preferred Units to the Purchasers at a price of $1,000 per Preferred Unit (the “Preferred Unit Purchase Price”). The Purchase Agreement contains customary representations, warranties and covenants of the Partnership and the Purchasers. Net cash proceeds to the Partnership from the sale of the Preferred Units, after deduction of fees and expenses, are expected to be approximately $31.4 million. In addition to cash proceeds, certain Purchasers exchanged an aggregate of 1,120,588 Common Units as partial consideration for the Preferred Units. Manxome Investors L.P. is an affiliate of the general partner of the Partnership.

Seventh Amended and Restated Agreement of Limited Partnership

On the Closing Date, in connection with the transactions contemplated by the Purchase Agreement and the Exchange Agreement, the general partner of the Partnership (the “General Partner”) executed the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership (the “Amended Partnership Agreement”) to authorize and establish the rights, preferences and privileges of the Preferred Units. The Preferred Units represent a new class of partnership interests that rank senior to Common Units with respect to distributions and liquidation. The Preferred Units not held by the Partnership or its subsidiaries or affiliates generally will vote on an as-converted basis with the Common Units and will have certain class voting rights with respect to a limited number of matters, including (subject to certain exceptions) with respect to: (i) amendments to the Amended Partnership Agreement that would be materially adverse to any of powers, preferences, duties or special rights of the Preferred Units; and (ii) amendments to the Amended Partnership Agreement that would materially and adversely affect any holder of Preferred Units in a disproportionate manner compared to any other holder of Preferred Units, without the consent of the holder(s) of Preferred Units disproportionately affected.

Holders of the Preferred Units are entitled to receive cumulative distributions of 7.25% per annum. While the Preferred Units are outstanding, the Partnership will be prohibited from paying distributions on any junior securities, including Common Units, unless full cumulative distributions on the Preferred Units (and any parity securities) have been, or contemporaneously are being, paid or set aside for payment through the most recent Preferred Unit distribution payment date. At any time prior to an investment grade rating event (as described below) or the Common Units are no longer listed for trading on a national securities exchange, the Preferred Unit distributions may be paid, in the sole discretion of the General Partner (subject to certain rights of a holder to elect cash), in additional Preferred Units, with the remainder paid in cash.

On and after the fifth anniversary of the Closing Date, each holder of Preferred Units may convert, in whole or in part, at any time and from time to time upon the request of such holder, subject to certain limitations, its Preferred Units into a number of Common Units equal to (a) the number of Preferred Units to be converted multiplied by (b) the quotient of (i) the Preferred Unit Purchase Price plus any accrued and unpaid distributions per Preferred Unit, divided by (ii) 92.5% of the volume-weighted average price of the Common Units for the five consecutive full trading days ending on the last full trading day immediately prior to the delivery of a conversion notice.

Upon the occurrence of an investment grade rating event, as described below, at any time on or prior to the sixth anniversary of the Closing Date, each holder of Preferred Units may convert its Preferred Units into a number of Common Units equal to the quotient of (a) $1,010 plus any accrued and unpaid distributions per Preferred Unit, divided by (b) 92.5% of the volume-weighted average price of the Common Units for the five consecutive full trading days ending on the last full trading day immediately prior to the delivery of an investment grade rating event notice. An investment grade rating event would occur if the senior notes issued by Enterprise Products Operating LLC cease to have a rating of at least “BBB-” or higher by S&P Global, Inc., “BBB-” or higher by Fitch Ratings, Inc. or “Baa3” or higher by Moody’s Investor Services, Inc.

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Upon certain events involving a change of control, each holder of the Preferred Units may elect to: (i) convert its Preferred Units into Common Units at the then-applicable change of control conversion ratio; (ii) require the Partnership to redeem its Preferred Units for an amount equal to the then-applicable redemption price; (iii) if the Partnership is the surviving entity and its Common Units continue to be listed, continue to hold its Preferred Units; or (iv) if the Partnership will not be the surviving entity, or it will be the surviving entity but its Common Units will cease to be listed on a national securities exchange, require the Partnership to use its commercially reasonable efforts to deliver a security in the surviving entity that has substantially similar rights, preferences and privileges as the Preferred Units.

Subject to certain rights of holders after the fifth anniversary of the Closing Date to convert to Common Units within 10 business days following a redemption notice, the Partnership has the right to redeem the Preferred Units for cash, in whole or in part, at the then-applicable Preferred Unit redemption price. The applicable Preferred Unit redemption price will be (a) at any time prior to the second anniversary of the Closing Date, a price per Preferred Unit equal to $1,100.00, (b) at any time on or after the second anniversary of the Closing Date and prior to the fourth anniversary of the Closing Date, a price per Preferred Unit equal to $1,070.00, (c) at any time on or after the fourth anniversary of the Closing Date but prior to the fifth anniversary of the Closing Date, a price per Preferred Unit equal to $1,030.00, (d) at any time on or after the fifth anniversary of the Closing Date but prior to the sixth anniversary of the Closing Date, a price per Preferred Unit equal to $1,010.00 and (e) at any time on or after the sixth anniversary of the Closing Date, a price per Preferred Unit equal to $1,000.00 plus, in each case, any accrued and unpaid Preferred Unit distributions (including any Preferred Unit partial period distributions) on the applicable Preferred Unit; provided, however, that solely in connection with a Preferred Unit redemption relating to a Series A Change of Control (as defined in the Partnership Agreement), if such Series A Change of Control occurs prior to the sixth anniversary of the Closing Date, the applicable Preferred Unit redemption price will mean a price per Preferred Unit equal to $1,010.00, plus, any accrued and unpaid Preferred Unit distributions (including any Preferred Unit partial period distributions) on the applicable Preferred Unit. In connection with a redemption at the Partnership’s election, the Partnership may convert up to 50% of the Preferred Units being redeemed into Common Units (and to pay cash with respect to the remainder), with each such Preferred Unit being converted on the applicable redemption date into a number of Common Units equal to (x) the then-applicable Preferred Unit redemption price divided by (y) 92.5% of the volume-weighted average price of the Common Units for the five consecutive full trading days ending on the last full trading day immediately prior to the date that the Partnership gives notice of its election to convert in connection with such redemption.

Registration Rights Agreement

On the Closing Date and pursuant to the Purchase Agreement, the Partnership entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers relating to the registration of the Common Units issuable upon conversion of the Preferred Units. Pursuant to the Registration Rights Agreement, prior to the earlier of (i) if any Preferred Units are converted or exchanged into or for Common Units prior to the fifth anniversary of the Closing Date, promptly following the date any Preferred Units are first converted or exchanged into or for Common Units or any other security and (ii) the fifth anniversary of the Closing Date, Enterprise will use its commercially reasonable efforts to prepare and file a registration statement under the Securities Act of 1933 (as amended, the “Securities Act”) to permit the public resale of registrable securities from time to time as permitted by Rule 415 under the Securities Act. If the Partnership fails to cause such registration statements to become effective by such dates, the Partnership will be required to pay certain amounts to the holders of the registrable securities as liquidated damages. In certain circumstances, and subject to customary qualifications and limitations, holders of registrable securities will have rights to request that the Partnership initiate an Underwritten Offering (as defined in the Registration Rights Agreement) of registrable securities.

Pursuant to the Registration Rights Agreement, any registrable security will cease to be a registrable security upon the earlier to occur of the following: (a) a registration statement covering such registrable security has been declared effective by the Securities and Exchange Commission and such registrable security has been sold or disposed of pursuant to such effective registration statement; (b) such registrable security has been disposed of pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act), other than in certain specified transactions; (c) such registrable security is held by the Partnership or one of its subsidiaries; or (d) such registrable security becomes eligible for sale pursuant to Rule 144(b)(1)(i) without limitation under any other of the requirements of Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act).

The foregoing descriptions of the Purchase Agreement, Exchange Agreement, Amended Partnership Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, Exchange Agreement, Amended Partnership Agreement and Registration Rights Agreement, copies of which are attached as Exhibits 10.1, 10.2, 3.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

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