Item 1.01 Entry into a Material Definitive Agreement.
On October 11, 2018, Enterprise Products Partners L.P. (the “Partnership”), Enterprise Products OLPGP, Inc. (“EPOGP”) and Enterprise Products Operating LLC (“EPO”) completed the public offering of $750.0 million principal amount of EPO’s 3.50% senior notes due 2022 (the “Senior Notes VV”), $1,000.0 million principal amount of EPO’s 4.15% senior notes due 2028 (the “Senior Notes WW”) and $1,250.0 million principal amount of EPO’s 4.80% senior notes due 2049 (the “Senior Notes XX” together with the Senior Notes VV and the Senior Notes WW, 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 (the “Notes Offering”) has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement onForm S-3 (RegistrationNos. 333-211317 and333-211317-01) (the “Registration Statement”), as supplemented by the Prospectus Supplement dated October 3, 2018, relating to the Securities, filed with the United States Securities and Exchange Commission (the “SEC”) on October 4, 2018, 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 thereto, dated as of June 30, 2007, providing for EPO as successor issuer (the “Tenth Supplemental Indenture”) and (ii) the Thirty-Second Supplemental Indenture thereto, dated as of October 11, 2018 (the “Thirty-Second Supplemental Indenture” and, together with the Tenth Supplemental Indenture, the “Supplemental Indentures”).
Interest will accrue at a rate of 3.50% per annum for the Senior Notes VV, 4.15% per annum for the Senior Notes WW, and 4.80% per annum for the Senior Notes XX, in each case, from October 11, 2018. Interest on the Senior Notes VV and the Senior Notes XX is payable on February 1 and August 1 of each year, commencing February 1, 2019. Interest on the Senior Notes WW is payable on April 16 and October 16 of each year, commencing April 16, 2019. The Senior Notes VV mature on February 1, 2022, the Senior Notes WW mature on October 16, 2028, and the Senior Notes XX mature on February 1, 2049. The Notes also provide that at any time for the Senior Notes VV, prior to July 16, 2028 (three months prior to their maturity date) for the Senior Notes WW (the “Senior Notes WW Par Call Date”) and prior to August 1, 2048 (six months prior to their maturity date) for the Senior Notes XX (the “Senior Notes XX 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. In the case of the Senior Notes VV, the make-whole premium is calculated based on the principal and interest that would have been due if the notes had matured on the applicable maturity date. In the case of the Senior Notes WW and the Senior Notes XX, the make-whole premium is calculated based on the principal and interest that would have been due if the notes had matured on the Senior Notes WW Par Call Date for the Senior Notes WW or the Senior Notes XX Par Call Date for the Senior Notes XX. At any time on or after the Senior Notes WW Par Call Date for the Senior Notes WW or the Senior Notes XX Par Call Date for the Senior Notes XX, EPO may redeem some or all of such 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 onForm 8-K filed with the SEC on October 5, 2018. 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-Second 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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