|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018|
Senior Notes Offering
On February 1, 2018, the Partnership, EPOGP and EPO entered into an underwriting agreement (the Senior Notes Underwriting Agreement) with J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc. as representatives of the several underwriters named on Schedule I thereto (the Senior Notes Underwriters) relating to the public offering of $750.0 million principal amount of EPOs 2.800% senior notes due 2021 (Senior Notes TT) and $1,250.0 million principal amount of EPOs 4.250% senior notes due 2048 (the Senior Notes UU and, together with the Senior Notes TT, the Senior Notes). The Senior Notes are guaranteed on an unsecured and unsubordinated basis by the Partnership pursuant to a guarantee (the Senior Guarantee and, together with the Senior Notes, the Senior Securities). Closing of the issuance and sale of the Senior Securities is also scheduled for February 15, 2018 (the Senior Notes Closing).
The offering of the Senior Notes (the Senior Notes Offering) has been registered under the Securities Act pursuant to the Registration Statement, as supplemented by the Prospectus Supplement dated February 1, 2018, relating to the Senior Securities, filed with the SEC on February 2, 2018, pursuant to Rule 424(b) of the Securities Act (together with the accompanying prospectus dated May 12, 2016, the Senior Notes Prospectus).
The Senior Notes Underwriting Agreement provides that the obligations of the Senior Notes Underwriters to purchase the Senior Notes are subject to customary conditions. The Senior Notes Underwriters are obligated to purchase all of the Senior Notes if they purchase any of the Senior Notes. The Partnership, EPO and EPOGP have agreed to indemnify the Senior Notes Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Senior Notes Underwriters may be required to make because of any of those liabilities. The Senior Notes Underwriting Agreement also contains other customary representations, warranties and agreements. The summary of the Senior Notes Underwriting Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as an exhibit hereto and incorporated herein by reference. The Senior Notes Underwriting Agreement contains representations, warranties and other provisions that were made or agreed to, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them. Accordingly, the Senior Notes Underwriting Agreement should not be relied upon as constituting a description of the state of affairs of any of the parties thereto or their affiliates at the time it was entered into or otherwise.
The Senior Notes Prospectus provides that EPO expects to use the net proceeds from the Senior Notes Offering for the repayment of debt, including the repayment of amounts outstanding under its commercial paper program and 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 Senior Notes Underwriters may hold EPOs commercial paper notes or Junior Subordinated Notes B to be repaid or redeemed with proceeds from this offering and, accordingly, may receive a substantial portion of the net proceeds from the offering of Senior Notes. In addition, certain of the Senior Notes Underwriters 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 the Partnership and its affiliates, for which they received or will receive customary fees and expense reimbursement.
The Senior Securities are being issued under the Base Indenture and the Thirtieth Supplemental Indenture thereto, to be dated as of February 15, 2018 (the Thirtieth Supplemental Indenture and, together with the Tenth Supplemental Indenture, the Senior Notes Supplemental Indentures). The terms of the Senior Securities, the Base Indenture and the Senior Notes Supplemental Indentures are further described in the Senior Notes Prospectus under the captions Description of the Notes and Description of Debt Securities, which descriptions are incorporated herein by reference and filed herewith as Exhibit 99.2. Such descriptions do not purport to be complete and are qualified by reference to the Base Indenture, which was filed under a Form 8-K on October 6, 2004, and the Thirtieth Supplemental Indenture, which will be filed under a Form 8-K after the Senior Notes Closing.
On February 1, 2018, the Partnership issued a press release relating to the public offering of the Subordinated Notes contemplated by the Subordinated Notes Underwriting Agreement and the public offering of the Senior Notes contemplated by the Senior Notes Underwriting Agreement. A copy of the press release is furnished herewith as Exhibit 99.3.