Enterprise Products Partners L.P.

SEC Filings

424B5
ENTERPRISE PRODUCTS PARTNERS L P filed this Form 424B5 on 12/01/2017
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Table of Contents

PLAN OF DISTRIBUTION

On December 1, 2017, we entered into an equity distribution agreement with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., DNB Markets, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC, UBS Securities LLC, USCA Securities LLC and Wells Fargo Securities, LLC, as our sales agents (the “sales agents”) pursuant to which our common units having an aggregate offering price of up to $2,538,500,000 may be offered and sold over time and from time to time.

Pursuant to the equity distribution agreement, the sales agents will use their reasonable efforts to solicit offers to purchase our common units on any trading day or as otherwise agreed upon by us and a sales agent. From time to time, we may submit orders to a sales agent relating to our common units to be sold through such sales agent, which orders may specify any price, time or size limitations relating to any particular sale. We may instruct such sales agent not to sell our common units if the sales cannot be effected at or above a price designated by us in any such instruction. We or any sales agent may suspend an offering of our common units by notifying the other.

We will pay each sales agent a commission rate of up to 2.0% of the gross sales price per unit. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fee imposed by any governmental or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of our common units.

Settlements for sales of our common units generally are anticipated to occur on the second trading day following the date on which any sales were made. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

Under the terms of the equity distribution agreement, we also may sell our common units to one or more of our sales agents as principal for its own account at a price agreed upon at the time of sale. If we sell common units to a sales agent as principal, we will enter into a separate terms agreement with such sales agent and, if required, we will describe that agreement in a separate prospectus supplement or pricing supplement.

Pursuant to the equity distribution agreement, we, EPO, our general partner and EPO’s managing member have agreed to provide indemnification and contribution to the sales agents against certain liabilities relating to the selling of our common units, including liabilities under the Securities Act of 1933, as amended.

Our common units offered hereby may be sold on the NYSE or any other trading market for our common units at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.

In addition, if agreed by us and the relevant sales agent, some or all of our common units covered by this prospectus supplement may be sold through:

 

    ordinary brokerage transactions and transactions in which a broker solicits purchasers;

 

    purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or

 

    a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction.

To comply with the securities laws of certain jurisdictions, if applicable, our common units must be offered or sold only through registered or licensed brokers or dealers. In addition, in certain jurisdictions, our common

 

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