Enterprise Products Partners L.P.

SEC Filings

8-K
ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017
Entire Document
 


13.    None of (i) the offering, issuance and sale by the Partnership of the Units, (ii) the execution, delivery and performance of the Equity Distribution Agreement by the Enterprise Parties, or (iii) the consummation by the Enterprise Parties of the transactions contemplated by the Equity Distribution Agreement (A) violated, violates or will violate the certificate of limited partnership or agreement of limited partnership, certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any of the Enterprise Parties or (B) violated, violates or will violate the terms or provisions of (i) the Delaware LP Act, (ii) the Delaware Limited Liability Company Act, as amended (the “Delaware LLC Act”), (iii) the Delaware General Corporation Law, as amended (the “DGCL”), (iv) the applicable laws of the State of Texas or (v) the applicable laws of the United States of America; which violations, in the case of clause (B), would, individually or in the aggregate, have a material adverse effect on the financial condition, business or results of operations of the Enterprise Parties, taken as a whole or could materially impair the ability of any of the Enterprise Parties to perform its obligations under the Equity Distribution Agreement.

14.    No Governmental Approval, which has not been obtained or taken and is not in full force and effect, was or is required in connection with (i) the offering, issuance and sale by the Partnership of the Units, or (ii) the execution, delivery and the performance of the Equity Distribution Agreement by the Enterprise Parties, except for such consents required under state securities or “blue sky” laws, as to which we do not express any opinion. As used in this paragraph, “Governmental Approval” means any consent, approval, license, authorization or order of any executive, legislative, judicial, administrative or regulatory body of the State of Texas, the State of Delaware or the United States of America, pursuant to (i) the applicable laws of the State of Texas, (ii) the applicable federal laws of the United States of America, or (iii) the Delaware LP Act, the Delaware LLC Act or the DGCL.

15.    The statements under the captions “Description of Our Common Units,” “Cash Distribution Policy” and “Description of Our Partnership Agreement” in the Prospectus, to the extent such statements purport to describe certain provisions of the Partnership Agreement or legal matters referred to therein, accurately describe such provisions of the Partnership Agreement and legal matters in all material respects, subject to the qualifications and assumptions stated therein; and the Common Units conform in all material respects to the description set forth under “Description of Our Common Units” in the Prospectus.

16.    The statements under the caption “Material U.S. Federal Income Tax Consequences” in the Prospectus (as updated in the prospectus supplement contained therein under the same caption), insofar as they refer to statements of law or legal conclusions, fairly summarize the matters referred to therein in all material respects, subject to the qualifications and assumptions stated therein.

17.    None of the Enterprise Parties is or, assuming the net proceeds of the offering of the Units are applied as described in the Prospectus, immediately after giving effect to the issuance and sale of such Units and will be, required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended (“40 Act”).

 

A-3