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EPD > SEC Filings for EPD > Form 8-K on 13-Aug-2012All Recent SEC Filings

Show all filings for ENTERPRISE PRODUCTS PARTNERS L P | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ENTERPRISE PRODUCTS PARTNERS L P


13-Aug-2012

Entry into a Material Definitive Agreement, Financial Statements


Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2012, Enterprise Products Partners L.P. (the "Partnership"), Enterprise Products OLPGP, Inc. ("EPOGP") and Enterprise Products Operating LLC ("EPO") completed the public offering of $650 million aggregate principal amount of EPO's 1.25% Senior Notes FF due August 2015 (the "2015 Notes") and $1.1 billion aggregate principal amount of EPO's 4.45% Senior Notes GG due February 2043 (the "2043 Notes" and, together with the 2043 Notes, the "Notes"). Pursuant to the indentures described below, the Notes are guaranteed on an unsecured and unsubordinated 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"), pursuant to a Registration Statement on Form S-3 (Registration Nos. 333-168049 and 333-168049-01) (the "Registration Statement"), as supplemented by the Prospectus Supplement dated August 6, 2012 relating to the Securities, filed with the Securities and Exchange Commission (the "Commission") on August 7, 2012, pursuant to Rule 424(b) of the Securities Act (together with the accompanying prospectus dated November 29, 2010, the "Prospectus").

The Securities were issued under an 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, (collectively, as amended and supplemented by the Tenth Supplemental Indenture, dated as of June 30, 2007, providing for EPO as successor issuer, the "Base Indenture"), as amended and supplemented by the Twenty-Third Supplemental Indenture dated as of August 13, 2012 (the "Supplemental Indenture," and together with the Base Indenture, the "Indenture").

The Notes provide that interest will accrue from August 13, 2012 at a rate of 1.25% per annum for the 2015 Notes and 4.45% per annum for the 2043 Notes. Interest will be payable on February 13 and August 13 of each year, commencing February 13, 2013, for the 2015 Notes and February 15 and August 15 of each year, commencing February 15, 2013, for the 2043 Notes. The 2015 Notes mature on August 13, 2015 and the 2043 Notes mature on February 15, 2043. The Notes also provide that at any time prior to their maturity date for the 2015 Notes and August 15, 2042 (six months prior to their maturity date) for the 2043 Notes, 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. At any time on or after August 15, 2042 (six months prior to their maturity date) for the 2043 Notes, EPO may redeem some or all of the 2043 Notes, at an applicable redemption price equal to the principal amount of the 2043 Notes to be redeemed, plus accrued and unpaid interest.

The terms of the Securities and the Supplemental 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 99.2 to the Partnership's Current Report on Form 8-K filed with the Commission on August 6, 2012. Such descriptions do not purport to be complete and are qualified by reference to the Base Indenture and to the Supplemental Indenture, which is filed as Exhibit 4.3 hereto and incorporated herein by reference.



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 Twenty-Third Supplemental Indenture, dated as of August 13, 2012, 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 LLP.

23.1 Consent of Andrews Kurth LLP (included in Exhibit 5.1).


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