Enterprise Products Partners L.P.

SEC Filings

424B5
ENTERPRISE PRODUCTS PARTNERS L P filed this Form 424B5 on 02/02/2018
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Table of Contents

We may elect to redeem the notes when prevailing interest rates are lower.

As discussed in “Description of the Notes—Optional Redemption,” we may redeem the 2021 notes at any time, in whole or in part, at a price equal to the greater of (i) 100% of the principal amount of the 2021 notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the 2021 notes to be redeemed (exclusive of interest accrued to the Redemption Date (as defined in “Description of the Notes—Optional Redemption”)), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield (as defined in “Description of the Notes—Optional Redemption”) plus 10 basis points; plus, in either case, accrued and unpaid interest to the Redemption Date.

In addition, we may redeem the 2048 notes at any time prior to the 2048 notes Par Call Date, in whole or in part, at a price equal to the greater of (i) 100% of the principal amount of the 2048 notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the 2048 notes to be redeemed (exclusive of interest accrued to the Redemption Date) that would have been due if the 2048 notes had matured on the 2048 notes Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 20 basis points; plus, in either case, accrued and unpaid interest to the Redemption Date. On or after the 2048 notes Par Call Date, we may redeem such 2048 notes, in whole or in part, at a price equal to 100% of the principal amount of the 2048 notes to be redeemed plus accrued and unpaid interest to the Redemption Date.

A market may not develop for either series of the notes.

The notes of each series constitute a new issue of securities with no established trading market and will not be listed on any exchange. An active market for either series of the notes may not develop or be sustained. As a result, we cannot assure you that you will be able to sell your notes or at what price. Although the underwriters have indicated that they intend to make a market in the notes of each series, as permitted by applicable laws and regulations, they are not obligated to do so and may discontinue that market-making at any time without notice.

There are restrictions on your ability to resell the notes.

The notes may not be purchased by or transferred to certain types of benefit plans. See “Certain ERISA Considerations.”

If Enterprise Parent were treated as a corporation for U.S. federal income tax purposes or we or Enterprise Parent were subject to a material amount of entity-level taxation for state tax purposes, the cash available for payment on the notes would be substantially reduced.

Current law may change so as to cause Enterprise Parent to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us or Enterprise Parent to a material amount of entity-level taxation. If Enterprise Parent were treated as a corporation for U.S. federal income tax purposes, it would pay U.S. federal income tax on its taxable income at the corporate tax rate and it likely would pay state taxes as well. Because a tax would be imposed upon it as a corporation, the cash available for payment on the notes (in its capacity as guarantor) would be substantially reduced. Therefore, treatment of Enterprise Parent as a corporation would result in a material reduction in its anticipated cash flows and could cause a reduction in the value of the notes.

Final Treasury Regulations under Section 7704(d)(1)(E) of the Internal Revenue Code interpret the scope of qualifying income requirements for publicly traded partnerships by providing industry-specific guidance.

 

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