Item 1.01 Entry into a Material Definitive Agreement.
On January 15, 2020, Enterprise Products Partners L.P. (the "Partnership"),
Enterprise Products OLPGP, Inc. and Enterprise Products Operating LLC ("EPO")
completed the public offering of $1.0 billion principal amount of EPO's 2.800%
senior notes due 2030 (the "Senior Notes AAA"), $1.0 billion principal amount of
EPO's 3.700% senior notes due 2051 (the "Senior Notes BBB") and $1.0 billion
principal amount of EPO's 3.950% senior notes due 2060 (the "Senior Notes CCC"
and, together with the Senior Notes AAA and the Senior Notes BBB, the "Notes").
Pursuant to the indentures described below, the Notes are guaranteed on an
unsecured and unsubordinated basis by the Partnership pursuant to a guarantee
(the "Guarantee" and, together with the Notes, the "Securities").
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. 333-230066 and 333-230066-01) (the "Registration
Statement"), as supplemented by the Prospectus Supplement dated January 6, 2020,
relating to the Securities, filed with the United States Securities and Exchange
Commission (the "SEC") on January 7, 2020, pursuant to Rule 424(b) of the
Securities Act (together with the accompanying prospectus dated March 5, 2019,
the "Prospectus").
The Securities were issued under the Indenture, dated as of October 4, 2004,
among EPO (as successor to Enterprise Products Operating L.P.), as issuer, the
Partnership, as guarantor, and Wells Fargo Bank, N.A., as trustee (the "Original
Indenture"), as amended and supplemented by (i) the Tenth Supplemental Indenture
thereto, dated as of June 30, 2007, providing for EPO as successor issuer (the
"Tenth Supplemental Indenture") and (ii) the Thirty-Fourth Supplemental
Indenture thereto, dated as of January 15, 2020 (the "Thirty-Fourth Supplemental
Indenture" and, together with the Tenth Supplemental Indenture, the
"Supplemental Indentures").
Interest will accrue at a rate of 2.800% per annum for the Senior Notes AAA,
3.700% per annum for the Senior Notes BBB and 3.950% per annum for the Senior
Notes CCC, in each case, from January 15, 2020. Interest on the Senior Notes
AAA, the Senior Notes BBB and the Senior Notes CCC is payable on January 31 and
July 31 of each year, commencing July 31, 2020. The Senior Notes AAA mature on
January 31, 2030, the Senior Notes BBB mature on January 31, 2051 and the Senior
Notes CCC mature on January 31, 2060. The Notes also provide that at any time
prior to October 31, 2029 (three months prior to their maturity date) for the
Senior Notes AAA (the "Senior Notes AAA Par Call Date"), prior to July 31, 2050
(six months prior to their maturity date) for the Senior Notes BBB (the "Senior
Notes BBB Par Call Date") and prior to July 31, 2059 (six months prior to their
maturity date) for the Senior Notes CCC (the "Senior Notes CCC Par Call Date"),
EPO may redeem some or all of the Notes at the applicable redemption price that
includes accrued and unpaid interest and a make-whole premium. In the case of
the Senior Notes AAA, the Senior Notes BBB and the Senior Notes CCC, the
make-whole premium is calculated based on the principal and interest that would
have been due if the notes had matured on the Senior Notes AAA Par Call Date for
the Senior Notes AAA, the Senior Notes BBB Par Call Date for the Senior Notes
BBB or the Senior Notes CCC Par Call Date for the Senior Notes CCC. At any time
on or after the Senior Notes AAA Par Call Date for the Senior Notes AAA, the
Senior Notes BBB Par Call Date for the Senior Notes BBB or the Senior Notes CCC
Par Call Date for the Senior Notes CCC, EPO may redeem some or all of such Notes
at a redemption price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest.
The terms of the Securities, the Original 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 to Exhibit 99.1 to the
Partnership's Current Report on Form 8-K filed with the SEC on January 8, 2020.
Such descriptions do not purport to be complete and are qualified by reference
to the Original Indenture, which is filed as Exhibit 4.1 hereto; the Tenth
Supplemental Indenture, which is filed as Exhibit 4.2 hereto; and the
Thirty-Fourth Supplemental Indenture, which is filed as Exhibit 4.3 hereto, each
of which are incorporated by reference herein.
Item 8.01 Other Events.
Certain legal opinions related to the Registration Statement are filed herewith
as Exhibit 5.1.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
4.1 Indenture, dated as of October 4, 2004, among Enterprise Products
Operating L.P., as Issuer, Enterprise Products Partners L.P., as
Guarantor, and Wells Fargo Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to Form 8-K filed
October 6, 2004).
4.2 Tenth Supplemental Indenture, dated as of June 30, 2007, by and
among Enterprise Products Operating LLC, as Issuer, Enterprise
Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank,
National Association, as Trustee (incorporated by reference to
Exhibit 4.54 to Form 10-Q filed August 8, 2007).
4.3 Thirty-Fourth Supplemental Indenture, dated as of January 15,
2020, among Enterprise Products Operating LLC, as Issuer, Enterprise
Products Partners L.P., as Guarantor, and Wells Fargo Bank, National
Association, as Trustee.
4.4 Form of Notes (included in Exhibit 4.3 above).
5.1 Opinion of Sidley Austin LLP.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1).
99.1 Description of the Notes and Description of Debt Securities
(incorporated by reference to Exhibit 99.1 to Form 8-K filed
January 8, 2020).
104 Cover Page Interactive Data File-the cover page interactive data
file does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document.
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