Enterprise Products Partners L.P.

SEC Filings

ENTERPRISE PRODUCTS PARTNERS L P filed this Form 424B3 on 02/01/2018
Entire Document

Table of Contents

Ranking; Subordination

Our obligations under the notes are unsecured and rank junior in right of payment to all of our “Senior Indebtedness,” whether presently existing or from time to time hereafter incurred, created, assumed or existing, as defined below under “Description of the Notes—Ranking; Subordination.” As of September 30, 2017, the aggregate principal amount of our Senior Indebtedness was approximately $21.76 billion.


  We conduct a significant portion of our operations through our subsidiaries and unconsolidated affiliates, and a significant amount of our assets consists of our ownership interests in such entities. Therefore, our right and, hence, the right of our creditors (including holders of the notes) to participate in any distribution of the assets of any subsidiary of ours, whether upon liquidation, reorganization or otherwise, is structurally subordinated to claims of creditors and preferred and preference equityholders of each subsidiary or affiliate. At September 30, 2017, indebtedness of our consolidated subsidiaries totaled $14.9 million and that of our unconsolidated affiliates totaled $52.2 million.


Events of Default

The following are the Events of Default with respect to the notes:


    failure to pay principal of, or premium, if any, on or interest on the notes when due at maturity or earlier redemption;


    failure to pay interest on the notes when due and payable (other than at maturity or upon earlier redemption) that continues for 30 days (subject to our right to optionally defer interest payments); or


    certain events of bankruptcy, insolvency or reorganization.



The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange and cannot assure holders that an active after-market for the notes will develop or be sustained or that holders of the notes will be able to sell them at favorable prices or at all.


No Sinking Fund

The notes do not have the benefit of a sinking fund.


Use of Proceeds

We will receive aggregate net proceeds of approximately $         from the sale of the notes to the underwriters after deducting the underwriting discount and other estimated offering expenses payable by us. We expect to use the net proceeds of this offering for the repurchase or redemption of all or a portion of the Junior Subordinated Notes B and for general company purposes. Affiliates of certain of the underwriters may hold our Junior Subordinated Notes B to be repaid or redeemed with proceeds from this offering and, accordingly, may receive a substantial portion of the proceeds of this offering. Please read “Use of Proceeds” and “Underwriting” in this prospectus supplement.



The notes will be represented by one or more global securities that will be deposited with a custodian for and registered in the name of