Item 8.01 Other Events.
On July 30, 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 J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities
Americas Inc. and Scotia Capital (USA) Inc., as representatives of the several
underwriters named on Schedule I thereto (the "Underwriters"), relating to the
public offering of $250 million principal amount of EPO's 2.800% senior notes
due 2030 ("Reopened Senior Notes AAA") and $1.0 billion principal amount of
EPO's 3.200% senior notes due 2052 ("Senior Notes DDD" and, together with the
Reopened Senior Notes AAA, the "Notes"). The Reopened Senior Notes AAA represent
a re-opening of an outstanding series of EPO's senior notes. EPO originally
issued $1.0 billion principal amount of Senior Notes AAA on January 15, 2020.
The Reopened Senior Notes AAA will form a single series with the original notes
of that series, will trade under the same CUSIP number, and will have the same
terms as to status, redemption or otherwise as the original notes of that
series. 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 August 7, 2020 (the "Closing").
The offering of the Securities (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 July 30,
2020, relating to the Securities, filed with the United States Securities and
Exchange Commission on July 31, 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 for (i) general company purposes, including for growth capital
investments, and (ii) the repayment of debt (including the repayment of all or
part of EPO's $750 million principal amount of Senior Notes TT, at their
maturity in February 2021). Certain of the Underwriters or their affiliates may
hold EPO's Senior Notes TT 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), in the case of the Reopened Senior
Notes AAA, the Thirty-Fourth Supplemental Indenture thereto, dated as of
January 15, 2020 (the "Thirty-Fourth Supplemental Indenture"), or, in the case
of the Senior Notes DDD, the Thirty-Fifth Supplemental Indenture, to be dated as
of August 7, 2020 (the "Thirty-Fifth Supplemental Indenture" and, together with
the Tenth Supplemental Indenture and the Thirty-Fourth 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), the Thirty-Fourth Supplemental Indenture (which was
filed under a Form 8-K on January 15, 2020) and the Thirty-Fifth Supplemental
Indenture (which will be filed under a Form 8-K after the Closing).
On July 30, 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 July 30, 2020, by and among Enterprise
Products Partners L.P., Enterprise Products OLPGP, Inc. and Enterprise
Products Operating LLC and J.P. Morgan Securities LLC, Mizuho
Securities USA LLC, MUFG Securities Americas Inc. and Scotia Capital
(USA) Inc. 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).
4.3 Thirty-Fourth Supplemental Indenture, dated as of January 15, 2020,
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
4.3 to Form 8-K filed January 15, 2020).
99.1 Description of the Notes and Description of Debt Securities.
99.2 Press Release dated July 30, 2020.
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