Item 8.01 Other Events.
On January 6, 2020, 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., Barclays Capital Inc., SunTrust Robinson
Humphrey, Inc. and Wells Fargo Securities, LLC as representatives of the several
underwriters named on Schedule I thereto (the "Underwriters") relating to the
public offering of $1.0 billion principal amount of EPO's 2.800% senior notes
due 2030 ("Senior Notes AAA"), $1.0 billion principal amount of EPO's 3.700%
senior notes due 2051 ("Senior Notes BBB") and $1.0 billion principal amount of
EPO's 3.950% senior notes due 2060 ("Senior Notes CCC" and together with the
Senior Notes AAA and the Senior Notes BBB, the "Notes"). 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").
Closing of the issuance and sale of the Securities is scheduled for January 15,
2020 (the "Closing").
The offering of the Notes (the "Offering") 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) , as supplemented by the Prospectus Supplement dated
January 6, 2020, relating to the Securities, filed with the United States
Securities and Exchange Commission 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 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
Offering (i) for the repayment of debt, including the repayment of amounts
outstanding under its commercial paper program and payment of $500 million
principal amount of its Senior Notes Q due January 2020 and $1.0 billion
principal amount of Senior Notes Y due September 2020, at their respective
maturities, and (ii) for general company purposes, including for organic growth
capital expenditures. Affiliates of certain of the Underwriters may hold EPO's
commercial paper notes to be repaid with proceeds from the Offering and,
accordingly, may receive a substantial portion of the net proceeds from the
Offering. 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, 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 "Base
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, to be dated as of January 15, 2020 (the "Thirty-Fourth
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), the Tenth Supplemental Indenture (which was filed under a Form 10-Q on
August 8, 2007) and the Thirty-Fourth Supplemental Indenture (which will be
filed under a Form 8-K after the Closing).
On January 6, 2020, the Partnership issued a press release relating to the
Offering, as contemplated by the Underwriting Agreement. A copy of the press
release is furnished herewith as Exhibit 99.2.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 6, 2020, by and among Enterprise
Products Partners L.P., Enterprise Products OLPGP, Inc. and Enterprise
Products Operating LLC and Citigroup Global Markets Inc., Barclays Capital
Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC as
representatives of the several underwriters named on Schedule I thereto.
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).
99.1 Description of the Notes and Description of Debt Securities.
99.2 Press Release dated January 6, 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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