Item 1.01 Entry into a Material Definitive Agreement.
On January 10, 2023, Enterprise Products Partners L.P. (the "Partnership"),
Enterprise Products OLPGP, Inc. and Enterprise Products Operating LLC ("EPO")
completed 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"). 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. 333-261416 and 333-261416-01) (the "Registration
Statement"), as supplemented by the Prospectus Supplement dated January 3, 2023,
relating to the Securities, filed with the United States Securities and Exchange
Commission (the "SEC") 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 Securities were 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, 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").
Interest will accrue at a rate of 5.05% per annum for the Senior Notes FFF and
5.35% per annum for the Senior Notes GGG, in each case, from January 10, 2023.
Interest on the Senior Notes FFF is payable on January 10 and July 10 of each
year, commencing July 10, 2023, and interest on the Senior Notes GGG is payable
on January 31 and July 31 of each year, commencing July 31, 2023. The Senior
Notes FFF mature on January 10, 2026 and the Senior Notes GGG mature on
January 31, 2033. The Notes also provide that at any time prior to their
maturity, in the case of the Senior Notes FFF, and prior to October 31, 2032, in
the case of the Senior Notes GGG (such date, the "Senior Notes GGG 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. 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 FFF maturity date, in
the case of the Senior Notes FFF, or on the Senior Notes GGG Par Call Date, in
the case of the Senior Notes GGG. At any time on or after the Senior Notes GGG
Par Call Date, EPO may redeem some or all of the Senior Notes GGG at a
redemption price equal to 100% of the principal amount of the Senior Notes GGG
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 5, 2023.
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; the Thirty-Sixth
Supplemental Indenture, which is filed as Exhibit 4.3 hereto; and the
Thirty-Seventh Supplemental Indenture, which is filed as Exhibit 4.4 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-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).
4.4 Thirty-Seventh Supplemental Indenture, dated as of January 10, 2023,
by and among Enterprise Products Operating LLC, as Issuer, Enterprise
Products Partners L.P., as Parent Guarantor, and U.S. Bank Trust
Company, National Association, as Series Trustee.
4.5 Form of Note (included in Exhibit 4.4 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 5, 2023).
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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