Item 1.01
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Entry into a Material Definitive Agreement.
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On August 16, 2017, Enterprise
Products Partners L.P. (the Partnership), Enterprise Products OLPGP, Inc. (EPOGP) and Enterprise Products Operating LLC (EPO) completed the public offering of $700.0 million principal amount of EPOs
4.875% Junior Subordinated Notes D due 2077 (the
Non-Call
5 Notes) and $1.0 billion principal amount of EPOs 5.250% Junior Subordinated Notes E due 2077 (the
Non-Call
10 Notes and, together with the
Non-Call
5 Notes, the Notes). The Notes are unconditionally guaranteed on a junior subordinated basis by the
Partnership (the Guarantee and, together with the Notes, the Securities).
The offering of the Securities has been
registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to a Registration Statement on Form
S-3
(Registration Nos.
333-211317
and
333-211317-01)
(the Registration Statement), as supplemented by the Prospectus Supplement dated August 7, 2017, relating to the Securities, filed
with the Securities and Exchange Commission (Commission) on August 8, 2017, pursuant to Rule 424(b) of the Securities Act (together with the accompanying prospectus dated May 12, 2016, the Prospectus).
The Securities were 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 guarantor, and Wells Fargo Bank, N.A., as trustee (the Original Indenture), as amended and supplemented by (i) the Tenth Supplemental Indenture, dated as of June 30, 2007, providing for EPO
as successor issuer (the Tenth Supplemental Indenture), and (ii) the Twenty-Ninth Supplemental Indenture, dated as of August 16, 2017 (the Twenty-Ninth Supplemental Indenture) (the Original Indenture, as amended and
supplemented by the Tenth Supplemental Indenture and the Twenty-Ninth Supplemental Indenture, the Indenture). The Indenture allows EPO to elect to defer interest payments on the Notes on one or more occasions for up to ten consecutive
years subject to certain conditions. Deferred interest payments will accrue additional interest at a rate equal to the interest rate then applicable to such series of Notes, to the extent permitted by applicable law.
During any period in which EPO defers interest payments on the Notes, subject to certain exceptions, (1) EPO and the Partnership will not
declare, pay or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of their respective equity securities and (2) neither EPO nor the Partnership will make, and each will cause
their respective majority-owned subsidiaries not to make, any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any of EPOs or the Partnerships debt securities (including securities similar to the
Notes) that contractually rank equally with or junior to the Notes or the Guarantee, as applicable. The Indenture does not limit the Partnerships ability to incur additional debt, including debt that ranks senior in priority of payment to or
pari passu
with the Notes.
The
Non-Call 5 Notes
will bear interest at a fixed
rate of 4.875% per year from August 16, 2017 up to, but not including, August 16, 2022, or an earlier redemption date (the
Non-Call
5 Notes Fixed Rate Period). The
Non-Call 5 Notes
will bear interest from, and including, August 16, 2022 up to, but not including, the maturity date or earlier redemption date (the
Non-Call
5 Notes Floating Rate Period) at a floating rate based on the Three-Month LIBOR Rate (as defined in the Twenty-Ninth Supplemental Indenture) plus 298.6 basis points (2.986%), reset
quarterly. The
Non-Call
10 Notes will bear interest at a fixed rate of 5.250% per year from August 16, 2017 up to, but not including, August 16, 2027 or an earlier redemption date (the
Non-Call
10 Notes Fixed Rate Period). The
Non-Call
10 Notes will bear interest from, and including, August 16, 2027 up to, but not including, the maturity
date or earlier redemption date (the
Non-Call
10 Notes Floating Rate Period) at a floating rate based on the Three-Month LIBOR Rate plus 303.3 basis points (3.033%), reset quarterly.
Interest on the
Non-Call 5 Notes
during the
Non-Call
5 Notes Fixed Rate Period and interest on the
Non-Call
10 Notes during the
Non-Call
10 Notes Fixed Rate Period is payable semi-annually in arrears on February 16
and August 16 of each year, commencing February 16, 2018. Interest on the Notes during the
Non-Call
5 Notes Floating Rate Period and the
Non-Call
10 Notes
Floating Rate Period will be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year, commencing November 16, 2022, in the case of the
Non-Call
5
Notes, and commencing November 16, 2027, in the case of the
Non-Call
10 Notes. The Notes mature on August 16, 2077.
2
We may redeem the Notes at our option before their maturity (a) in whole or in part, at any
time and from time to time on or after August 16, 2022, in the case of the
Non-Call
5 Notes, and at any time and from time to time on or after August 16, 2027, in the case of the
Non-Call
10 Notes, at 100% of their principal amount, plus any accrued and unpaid interest thereon; (b) in whole, but not in part, before August 16, 2022, in the case of the
Non-Call
5 Notes, and before August 16, 2027, in the case of the
Non-Call
10 Notes, at 100% of their principal amount, plus any accrued and unpaid interest thereon,
if certain changes in tax laws, regulations or interpretations occur; or (c) in whole, but not in part, before August 16, 2022, in the case of the
Non-Call
5 Notes, and before August 16, 2027,
in the case of the
Non-Call
10 Notes, at 102% of their principal amount, plus any accrued and unpaid interest thereon, if a rating agency makes certain changes in the equity credit criteria for securities such
as the Notes.
The terms of the Securities and the Indenture are further described in the Prospectus under the captions Description
of the Notes and Description of Debt Securities, which descriptions are incorporated herein by reference to Exhibit 99.1 to the Partnerships Current Report on Form
8-K
filed with the
Commission on August 9, 2017. Such descriptions do not purport to be complete and are qualified by reference to the Original Indenture, which is filed as Exhibit 4.1 hereto; the Tenth Supplemental Indenture, which is filed as Exhibit 4.2
hereto; and the Twenty-Ninth Supplemental Indenture, which is filed as Exhibit 4.3 hereto, each of which are incorporated by reference herein.