ENTERPRISE PRODUCTS PARTNERS L.P. (NYSE:EPD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December1, 2017, Enterprise Products Partners L.P. (the “Partnership”) entered into an equity distribution agreement (the “Agreement”) with Citigroup Global Markets Inc., 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., SunTrust Robinson Humphrey, Inc., TD Securities (USA)LLC, UBS Securities LLC, USCA Securities LLC and Wells Fargo Securities, LLC (each a “Manager” and collectively the “Managers”), to which the Partnership may issue and sell from time to time through the Managers common units representing limited partner interests in the Partnership having an aggregate offering price of up to $2,538,500,000.00 (the “Units”). Sales of the Units, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed by the Partnership and the Managers.
Under the terms of the Agreement, the Partnership may also sell Units from time to time to any Manager as principal for its own account at a price to be agreed upon at the time of such sale. Any sale of Units to a Manager as principal would be to the terms of a separate agreement between the Partnership and such Manager.
The Units will be issued to a registration statement on FormS-3 (Registration No.333-221397) (the “Registration Statement”).
The description of the Agreement in this Item 1.01 is qualified in its entirety by reference to Exhibit1.1 hereto, which is incorporated herein by reference.
Certain legal opinions related to the Registration Statement are also filed herewith as Exhibits 5.1 and 8.1.
| Item 1.01 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November28, 2017, Enterprise Products Holdings LLC (the “General Partner”), the general partner of the Partnership, executed Amendment No.3 (the “Amendment”) to the Partnership’s Sixth Amended and Restated Agreement of Limited Partnership dated November22, 2010, as previously amended by Amendment No.1 thereto dated as of August11, 2011 and Amendment No.2 thereto dated as of August21, 2014 (the “Partnership Agreement”), in response to changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 (the “BBA”) relating to partnership audit and adjustment procedures.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
| 1.1 | Equity Distribution Agreement, dated December 1, 2017, by and among Enterprise Products Partners L.P., Enterprise Products OLPGP, Inc., Enterprise Products Operating LLC and Citigroup Global Markets Inc., 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 Inc., 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., SunTrust Robinson Humphrey, Inc., TD Securities (USA)LLC, UBS Securities LLC, USCA Securities LLC and Wells Fargo Securities, LLC. |
| 3.1 | Amendment No.3 to the Sixth Amended and Restated Agreement of Limited Partnership of Enterprise Products Partners L.P., dated as of November28, 2017. |
| 5.1 | Opinion of Sidley Austin LLP. |
| 8.1 | Opinion of Sidley Austin LLP relating to tax matters. |
| 23.1 | Consents of Sidley Austin LLP (included in Exhibits 5.1 and 8.1). |
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ENTERPRISE PRODUCTS PARTNERS L P ExhibitEX-1.1 2 d504374dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version ENTERPRISE PRODUCTS PARTNERS L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $2,…To view the full exhibit click here
About ENTERPRISE PRODUCTS PARTNERS L.P. (NYSE:EPD)
Enterprise Products Partners L.P. (Enterprise) is a provider of midstream energy services to producers and consumers of natural gas, natural gas liquids (NGLs), crude oil, petrochemicals and refined products in North America. The Company’s segments include NGL Pipelines & Services; Crude Oil Pipelines & Services; Natural Gas Pipelines & Services, and Petrochemical & Refined Products Services. The Company’s midstream energy operations include natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage, and import and export terminals, including liquefied petroleum gas (LPG); crude oil gathering, transportation, storage and terminals; offshore production platforms; petrochemical and refined products transportation, storage and terminals, and related services, and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway systems and in the Gulf of Mexico.