ENTERPRISE PRODUCTS PARTNERS L.P. (NYSE:EPD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August16, 2017, Enterprise Products Partners L.P. (the “Partnership”), Enterprise Products OLPGP, Inc. (“EPOGP”) and Enterprise Products Operating LLC (“EPO”) completed the public offering of $700.0million principal amount of EPO’s 4.875% Junior Subordinated Notes D due 2077 (the “Non-Call 5 Notes”) and $1.0billion principal amount of EPO’s 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”), 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 August7, 2017, relating to the Securities, filed with the Securities and Exchange Commission (“Commission”) on August8, 2017, to Rule 424(b) of the Securities Act (together with the accompanying prospectus dated May12, 2016, the “Prospectus”).
The Securities were issued under the Indenture, dated as of October4, 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 June30, 2007, providing for EPO as successor issuer (the “Tenth Supplemental Indenture”), and (ii)the Twenty-Ninth Supplemental Indenture, dated as of August16, 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 EPO’s or the Partnership’s 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 Partnership’s ability to incur additional debt, including debt that ranks senior in priority of payment to or pari passu with the Notes.
The Non-Call5Notes will bear interest at a fixed rate of4.875% per year from August16, 2017 up to, but not including, August16,2022,or an earlier redemption date (the “Non-Call 5 Notes Fixed Rate Period”). The Non-Call5Notes will bear interest from, and including, August16,2022up 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 298.6basis points (2.986%), reset quarterly. The Non-Call 10 Notes will bear interest at a fixed rate of 5.250% per year from August16, 2017 up to, but not including, August16, 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, August16, 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-Call5Notes 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 February16 and August16 of each year, commencing February16, 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 February16, May16, August16 and November16 of each year, commencing November16, 2022, in the case of the Non-Call 5 Notes, and commencing November16, 2027, in the case of the Non-Call 10 Notes. The Notes mature on August16, 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 August16, 2022, in the case of the Non-Call 5 Notes, and at any time and from time to time on or after August16, 2027, in the case of the Non-Call 10 Notes, at 50% of their principal amount, plus any accrued and unpaid interest thereon; (b)in whole, but not in part, before August16, 2022, in the case of the Non-Call 5 Notes, and before August16, 2027, in the case of the Non-Call 10 Notes, at 50% 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 August16, 2022, in the case of the Non-Call 5 Notes, and before August16, 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 Partnership’s Current Report on Form 8-K filed with the Commission on August9, 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.
Certain legal opinions related to the Registration Statement are filed herewith as Exhibit 5.1.
| Item 1.01 | Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
| 4.1 | Indenture, dated as of October4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit4.1 to Form8-K filed October6, 2004). |
| 4.2 | Tenth Supplemental Indenture, dated as of June30, 2007, by and among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit4.54 to Form10-Q filed August8, 2007). |
| 4.3 | Twenty-Ninth Supplemental Indenture, dated as of August16, 2017, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wells Fargo Bank, National Association, as Trustee. |
| 4.4 | Forms of Notes (included in Exhibit 4.3 above). |
| 5.1 | Opinion of Andrews Kurth Kenyon LLP. |
| 23.1 | Consent of Andrews Kurth Kenyon LLP (included in Exhibit 5.1). |
3
ENTERPRISE PRODUCTS PARTNERS L P ExhibitEX-4.3 2 d443889dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 ENTERPRISE PRODUCTS OPERATING LLC AS ISSUER,…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.