|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018|
ENTERPRISE PRODUCTS OPERATING LLC
$750,000,000 2.800% Senior Notes due 2021
$1,250,000,000 4.250% Senior Notes due 2048
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) (i) $750,000,000 aggregate principal amount of EPOs 2.800% Senior Notes due 2021 (the 2021 Notes) and (ii) $1,250,000,000 aggregate principal amount of EPOs 4.250% Senior Notes due 2048 (the 2048 Notes and, together with the 2021 Notes, the Notes), as set forth on Schedule I hereto, to be fully and unconditionally guaranteed on a senior unsecured 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 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) (collectively, as amended and supplemented by the Tenth Supplemental Indenture, dated as of June 30, 2007, providing for EPO as the successor issuer to Enterprise Products Operating L.P., the Base Indenture), and the Thirtieth Supplemental Indenture, to be dated as of the Delivery Date (the Thirtieth Supplemental Indenture) (the Base Indenture, as amended and supplemented as of the Delivery Date, 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.