PLAN OF DISTRIBUTION
On December 1, 2017, we entered into an equity distribution
agreement with Citigroup Global Markets Inc., BofA Securities, Inc.
(formerly known as Merrill Lynch, Pierce, Fenner & Smith
Incorporated), Barclays Capital Inc., Credit Suisse Securities
(USA) LLC, Deutsche Bank Securities Inc., DNB Markets, Inc.,
Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities
USA LLC, Morgan Stanley & Co. LLC, MUFG Securities
Americas Inc., Raymond James & Associates, Inc., RBC
Capital Markets, LLC, Scotia Capital (USA) Inc., SG Americas
Securities, LLC, SMBC Nikko Securities America, Inc., Truist
Securities, Inc. (formerly known as SunTrust Robinson Humphrey,
Inc.), TD Securities (USA) LLC, UBS Securities LLC, USCA Securities
LLC and Wells Fargo Securities, LLC, as our sales agents (the
“sales agents”) pursuant to which our common units having an
aggregate offering price of up to $2,538,500,000 may be offered and
sold over time and from time to time. Under the terms of the equity
distribution agreement, we may sell an indeterminate number of
common units that will result in the receipt of an aggregate gross
proceeds of up to $2,538,500,000. As of the date of this prospectus
supplement, we have not sold any of our common units pursuant to
the equity distribution agreement and a prior prospectus supplement
and accompanying prospectus. As such, we may sell an indeterminate
number of common units that will result in the receipt of up to
$2,538,500,000 of gross proceeds pursuant to the equity
distribution agreement and this prospectus supplement and the
accompanying prospectus.
Pursuant to the equity distribution agreement, the sales agents
will use their reasonable efforts to solicit offers to purchase our
common units on any trading day or as otherwise agreed upon by us
and a sales agent. From time to time, we may submit orders to a
sales agent relating to our common units to be sold through such
sales agent, which orders may specify any price, time or size
limitations relating to any particular sale. We may instruct such
sales agent not to sell our common units if the sales cannot be
effected at or above a price designated by us in any such
instruction. We or any sales agent may suspend an offering of our
common units by notifying the other.
We will pay each sales agent a commission rate of up to 2.0% of the
gross sales price per unit. The remaining sales proceeds, after
deducting any expenses payable by us and any transaction fee
imposed by any governmental or self-regulatory organization in
connection with the sales, will equal our net proceeds for the sale
of our common units.
Settlements for sales of our common units generally are anticipated
to occur on the second trading day following the date on which any
sales were made. There is no arrangement for funds to be received
in an escrow, trust or similar arrangement.
Under the terms of the equity distribution agreement, we also may
sell our common units to one or more of our sales agents as
principal for its own account at a price agreed upon at the time of
sale. If we sell common units to a sales agent as principal, we
will enter into a separate terms agreement with such sales agent
and, if required, we will describe that agreement in a separate
prospectus supplement or pricing supplement.
Pursuant to the equity distribution agreement, we, EPO, our general
partner and EPO’s managing member have agreed to provide
indemnification and contribution to the sales agents against
certain liabilities relating to the selling of our common units,
including liabilities under the Securities Act of 1933, as
amended.
Our common units offered hereby may be sold on the NYSE or any
other trading market for our common units at market prices
prevailing at the time of sale, at prices related to the prevailing
market prices, or at negotiated prices.
In addition, if agreed by us and the relevant sales agent, some or
all of our common units covered by this prospectus supplement may
be sold through:
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ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
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purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
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