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

units may not be offered or sold unless they have been registered or qualified for sale or an exemption is available and has been complied with.

All expenses of this offering will be paid by us. Such expenses include the SEC’s filing fees and fees under state securities or “blue sky” laws. We estimate that our expenses for this offering, excluding the commissions to the sales agents, will be approximately $500,000.

In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc. (or “FINRA”) the maximum discount or commission to be received by any FINRA member or independent broker-dealer may not exceed 8% of the aggregate offering price of the common units offered pursuant to this prospectus supplement. Affiliates of certain of the sales agents are lenders under EPO’s multi-year revolving credit facility or its 364-day revolving credit agreement, or may hold EPO’s commercial paper notes and, accordingly, may receive a portion of the proceeds of this offering if we use any net proceeds of this offering to repay debt. Because FINRA views the common units offered hereby as interests in a direct participation program, this offering is being made in compliance with Rule 2310 of the FINRA rules. The sales agents 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 us and our affiliates, for which they received or will receive customary fees and expense reimbursement.

If we or any of the sales agents have reason to believe that our common units are no longer an “actively-traded security” as defined under Rule 101(c)(l) of Regulation M under the Exchange Act, that party will promptly notify us and the other sales agents, as applicable, of sales of common units pursuant to the equity distribution agreement or any terms agreement will be suspended until in our collective judgment that such regulations or other exemptive provisions have been satisfied.

The offering of common units pursuant to the equity distribution agreement will terminate upon the earlier of (i) the aggregate offering price of sales of our common units under the agreement totaling $2,538,500,000 or (ii) the termination of the equity distribution agreement by either all of the sales agents or us.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), other than Germany, with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securities described in this prospectus may not be made to the public in that relevant member state other than:

 

    to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

    to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

 

    in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of securities shall require us or any sales agent to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that

 

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