Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2021, Enterprise Products Partners L.P. (the "Partnership"),
Enterprise Products OLPGP, Inc. and Enterprise Products Operating LLC ("EPO")
completed the public offering of $1.0 billion principal amount of EPO's 3.300%
senior notes due 2053 (the "Notes"). Pursuant to the indentures described below,
the Notes are guaranteed on an unsecured and unsubordinated basis by the
Partnership pursuant to a guarantee (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. 333-230066 and 333-230066-01) (the "Registration
Statement"), as supplemented by the Prospectus Supplement dated September 7,
2021, relating to the Securities, filed with the United States Securities and
Exchange Commission (the "SEC") on September 8, 2021, pursuant to Rule 424(b) of
the Securities Act (together with the accompanying prospectus dated March 5,
2019, 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 (such trustee,
the "Original Trustee") (the "Original Indenture"), as amended and supplemented
by (i) the Tenth Supplemental Indenture thereto, dated as of June 30, 2007,
providing for EPO as successor issuer (the "Tenth Supplemental Indenture") and
(ii) the Thirty-Sixth Supplemental Indenture thereto, dated as of September 15,
2021, among EPO, as issuer, the Partnership, as guarantor, the Original Trustee
and U.S. Bank National Association, as separate trustee for the Notes (such
trustee, the "Series Trustee") (the "Thirty-Sixth Supplemental Indenture" and,
together with the Tenth Supplemental Indenture, the "Supplemental Indentures").
Interest on the Notes will accrue at a rate of 3.300% per annum from
September 15, 2021. Interest on the Notes is payable on February 15 and
August 15 of each year, commencing February 15, 2022. The Notes mature on
February 15, 2053. The Notes also provide that at any time prior to August 15,
2052 (six months prior to their maturity date) (the "Par Call Date"), EPO may
redeem some or all of the Notes at the applicable redemption price that includes
accrued and unpaid interest and a make-whole premium. The make-whole premium is
calculated based on the principal and interest that would have been due if the
Notes had matured on the Par Call Date. At any time on or after the Par Call
Date, EPO may redeem some or all of the Notes at a redemption price equal to
100% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest.
The terms of the Securities, the Original Indenture and the Supplemental
Indentures 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 SEC on September 9,
2021. 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
Thirty-Sixth Supplemental Indenture, which is filed as Exhibit 4.3 hereto, each
of which are incorporated by reference herein.
Item 8.01 Other Events.
Certain legal opinions related to the Registration Statement are filed herewith
as Exhibit 5.1.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Indenture, dated as of October 4, 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 Exhibit 4.1 to Form 8-K
filed October 6, 2004).
4.2 Tenth Supplemental Indenture, dated as of June 30, 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 Exhibit 4.54 to Form 10-Q filed August 8, 2007).
4.3 Thirty-Sixth Supplemental Indenture, dated as of September 15,
2021, among Enterprise Products Operating LLC, as Issuer,
Enterprise Products Partners L.P., as Guarantor, Wells Fargo
Bank, National Association, as Original Trustee, and U.S. Bank
National Association, as Series Trustee.
4.4 Form of Note (included in Exhibit 4.3 above).
5.1 Opinion of Sidley Austin LLP.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1).
99.1 Description of the Notes and Description of Debt Securities
(incorporated by reference to Exhibit 99.1 to Form 8-K filed
September 9, 2021).
104 Cover Page Interactive Data File-the cover page interactive data
file does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.
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