|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018|
ENTERPRISE PRODUCTS OPERATING LLC
$700,000,000 5.375% Junior Subordinated Notes F due 2078
February 1, 2018
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Scotia Capital (USA) Inc.
As Representatives of the several
Underwriters named in Schedule I to the Underwriting Agreement,
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
Enterprise Products Operating LLC, a Texas limited liability company (EPO), proposes to issue and sell to the underwriters listed on Schedule I hereto (the Underwriters) $700,000,000 aggregate principal amount of EPOs 5.375% Junior Subordinated Notes F due 2078 (the Notes), as set forth on Schedule I hereto, to be fully and unconditionally guaranteed on a junior subordinated basis by Enterprise Products Partners L.P., a Delaware limited partnership (the Partnership) (the Guarantees, together with the Notes, the Securities).
The Securities are to be issued under the Indenture dated as of October 4, 2004 (the Original Indenture) among EPO (as successor to Enterprise Products Operating L.P.), as issuer, the Partnership, as parent guarantor, and Wells Fargo Bank, N.A., as trustee (the Trustee), as amended and supplemented by (i) the Tenth Supplemental Indenture, dated as of June 30, 2007 (the Tenth Supplemental Indenture), providing for EPO as the successor issuer to Enterprise Products Operating L.P., and (ii) the Thirty-First Supplemental Indenture, to be dated as of the Delivery Date (as defined in Section 4 below) (the Thirty-First Supplemental Indenture). The Original Indenture, as amended and supplemented by the Tenth Supplemental Indenture and the Thirty-First Supplemental Indenture, is referred to herein as the Indenture.
This is to confirm the agreement among the Partnership, Enterprise Products OLPGP, Inc., a Delaware corporation and managing member of EPO (EPOGP), and EPO (collectively with the Partnership and EPOGP, the Enterprise Parties), and the Underwriters concerning the purchase of the Securities from the Partnership and EPO by the Underwriters.