Item 8.01 Other Events.
On January 3, 2023, 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, BofA Securities, Inc., Morgan Stanley & Co. LLC
and RBC Capital Markets, LLC as representatives of the several underwriters
named on Schedule I thereto (the "Underwriters"), relating to the public
offering of $750.0 million principal amount of EPO's 5.05% senior notes due 2026
(the "Senior Notes FFF") and $1.0 billion principal amount of EPO's 5.35% senior
notes due 2033 (the "Senior Notes GGG" and, together with the Senior Notes FFF,
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 10, 2023 (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. 333-261416
and 333-261416-01), as supplemented by the Prospectus Supplement dated
January 3, 2023, relating to the Securities, filed with the United States
Securities and Exchange Commission on January 4, 2023, pursuant to Rule 424(b)
of the Securities Act (together with the accompanying prospectus dated
November 30, 2021, 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 a
portion of EPO's $1.25 billion principal amount of 3.35% Senior Notes HH due
2023 at their maturity in March 2023 and amounts outstanding under its
commercial paper program). Certain of the Underwriters or their affiliates may
hold EPO's commercial paper notes and/or its Senior Notes HH 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 to be issued under (a) the Indenture, dated as of October 4,
2004 (the "Original Indenture"), among EPO (as successor to Enterprise Products
Operating L.P.), as issuer, the Partnership, as parent guarantor, and Wells
Fargo Bank, National Association, as trustee (the "Original Trustee"), as
amended and supplemented by (i) the Tenth Supplemental Indenture, dated as of
June 30, 2007 (the "Tenth Supplemental Indenture"), providing for EPO as the
successor issuer, and (ii) the Thirty-Sixth Supplemental Indenture, dated as of
September 15, 2021 (the "Thirty-Sixth Supplemental Indenture"), among EPO, as
issuer, the Partnership, as parent guarantor, the Original Trustee and U.S. Bank
National Association, as separate trustee for the notes issued thereunder and
debt securities subsequently issued under the Original Indenture (and as
predecessor-in-interest to the Series Trustee (as defined below)), and (b) the
Thirty-Seventh Supplemental Indenture, to be dated as of January 10, 2023 (the
"Thirty-Seventh Supplemental Indenture" and, together with the Tenth
Supplemental Indenture and the Thirty-Sixth Supplemental Indenture, the
"Supplemental Indentures") among EPO, as issuer, the Partnership, as parent
guarantor, and U.S. Bank Trust Company, National Association, as trustee (the
"Series Trustee"). 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 and filed herewith as Exhibit
99.1. Such descriptions do not purport to be complete and are qualified by
reference to the Original 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-Sixth Supplemental Indenture which was filed
under a Form 8-K on September 15, 2021) and the Thirty-Seventh Supplemental
Indenture (which will be filed under a Form 8-K after the Closing).
On January 3, 2023, 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 3, 2023, by and among
Enterprise Products Partners L.P., Enterprise Products OLPGP, Inc. and
Enterprise Products Operating LLC and J.P. Morgan Securities LLC, BofA
Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets,
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).
4.3 Thirty-Sixth Supplemental Indenture, dated as of September 15, 2021,
by and among Enterprise Products Operating LLC, as Issuer, Enterprise
Products Partners L.P., as Parent Guarantor, Wells Fargo Bank,
National Association, as Original Trustee, and U.S. Bank National
Association, as Series Trustee (incorporated by reference to
Exhibit 4.3 to Form 8-K filed September 15, 2021).
99.1 Description of the Notes and Description of Debt Securities.
99.2 Press Release dated January 3, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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