Enterprise Products Partners L.P.

SEC Filings

ENTERPRISE PRODUCTS PARTNERS L P filed this Form 424B5 on 02/02/2018
Entire Document

Table of Contents


(To Prospectus dated May 12, 2016)


Enterprise Products Operating LLC

$700,000,000 5.375% Junior Subordinated Notes F due 2078

Unconditionally Guaranteed on a Subordinated Basis by

Enterprise Products Partners L.P.



This prospectus supplement relates to our offering of subordinated notes, the Junior Subordinated Notes F due 2078, which we refer to as the “notes.”

Unless earlier redeemed, the notes will mature on February 15, 2078. The notes will be redeemable at our option, in whole or in part, on one or more occasions, on or after February 15, 2028 at 100% of their principal amount, plus any accrued and unpaid interest thereon. Prior to February 15, 2028, the notes will be redeemable at the redemption prices described in this prospectus supplement upon the occurrence of certain tax or rating agency events. The notes will bear interest at a fixed rate of 5.375% per year up to, but not including, February 15, 2028. During this period, interest will be payable on the notes semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. From, and including, February 15, 2028, the notes will bear interest at a floating rate based on the Three-Month LIBOR Rate (as defined herein) plus 257 basis points (2.57%), reset quarterly. During this period, interest will be payable on the notes quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2028.

So long as no Event of Default has occurred and is continuing, we may defer interest payments on the notes on one or more occasions for up to 10 consecutive years as described in this prospectus supplement. Deferred interest payments will accrue additional interest at a rate equal to the interest rate then applicable to the notes, to the extent permitted by applicable law.

Concurrently with this offering, we are offering senior notes (the “concurrent senior notes offering”) by means of a separate prospectus supplement and not by means of this prospectus supplement. The completion of this offering is not contingent on completion of the concurrent senior notes offering described herein, and the completion of the concurrent senior notes offering is not contingent on the completion of this offering.

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.



Investing in the notes involves certain risks. See Risk Factors beginning on page S-13 of this prospectus supplement and on page 3 of the accompanying prospectus.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


     Per note     Total  

Public Offering Price(1)

     100.000   $ 700,000,000  

Underwriting Discount

     1.000   $ 7,000,000  

Proceeds to Enterprise Products Operating LLC (before expenses)

     99.000   $ 693,000,000  


(1) Plus accrued interest from February 15, 2018, if settlement occurs after that date.

The underwriters expect to deliver the notes in book-entry form only, through the facilities of The Depository Trust Company, against payment on or about February 15, 2018.

Joint Book-Running Managers

J.P. Morgan  
  BofA Merrill Lynch
    Deutsche Bank Securities


        DNB Markets
          Morgan Stanley
              TD Securities

Senior Co-Manager




Barclays    Citigroup    Credit Suisse    Mizuho Securities
MUFG    RBC Capital Markets    SMBC Nikko
SunTrust Robinson Humphrey    US Bancorp    Wells Fargo Securities

The date of this prospectus supplement is February 1, 2018.