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EPD > SEC Filings for EPD > Form 8-K on 13-Mar-2013All 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-Mar-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On March 11, 2013, Enterprise Products Partners L.P. (the "Partnership"), Enterprise Products OLPGP, Inc. ("EPOGP") and Enterprise Products Operating LLC
("EPO") entered into an underwriting agreement (the "Underwriting Agreement")
with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule I thereto (the "Underwriters"), relating to the public offering of $1.25 billion principal amount of EPO's 3.35% senior notes due March 2023 ("Senior Notes HH") and $1.00 billion principal amount of EPO's 4.85% senior notes due March 2044 ("Senior Notes II" and, together with Senior Notes HH, the "Notes"). The Notes are guaranteed on an unsecured and unsubordinated basis by the Partnership (the "Guarantee" and, together with the Notes, the "Securities"). Closing of the issuance and sale of the Securities is scheduled for March 18, 2013.

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 March 11, 2013, relating to the Securities, filed with the Securities and Exchange Commission ("Commission") on March 12, 2013, pursuant to Rule 424(b) of the Securities Act (together with the accompanying prospectus dated November 29, 2010, the "Prospectus").

The Underwriting Agreement provides that the obligations of the Underwriters to purchase the Notes are subject to approval of legal matters by counsel and other customary conditions. The Underwriters are obligated to purchase all the Notes if they purchase any of the Notes. The Partnership, EPO and EPOGP have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. The Underwriting Agreement contains other customary representations, warranties and agreements. The summary of the Underwriting Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as an exhibit hereto and incorporated herein by reference. The Underwriting Agreement contains representations, warranties and other provisions that were made or agreed to, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them. Accordingly, the Underwriting Agreement should not be relied upon as constituting a description of the state of affairs of any of the parties thereto or their affiliates at the time it was entered into or otherwise.

The Prospectus provides that EPO expects to use net proceeds from the Notes offering for the repayment of debt, including (i) the repayment of amounts outstanding under its multi-year revolving credit facility and commercial paper program (which EPO used to repay outstanding amounts on the maturity of its $350.0 million principal amount of Senior Notes C, $182.5 million principal amount of Senior Notes T and $17.5 million principal amount of TEPPCO Senior Notes, each due February 2013) and (ii) the repayment of amounts outstanding on the maturity of EPO's $400.0 million principal amount of Senior Notes M, $237.6 million principal amount of Senior Notes U and $12.4 million principal amount of TEPPCO Senior Notes, each due April 2013, and for general company purposes. Affiliates of certain of the Underwriters are lenders under EPO's $3.5 Billion Multi-Year Revolving Credit Facility or may hold EPO's commercial paper notes or senior notes to be repaid and, accordingly, may receive a substantial portion of the proceeds from the offering of Notes. In addition, certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Partnership and its affiliates, for which they received or will receive customary fees and expense reimbursement.

The Securities are being issued under the Indenture, dated as of October 4, 2004 (the "Indenture"), 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 by the Twenty-Fourth Supplemental Indenture thereto (the "Supplemental Indenture"). 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 and filed herewith as Exhibit
99.2. Such descriptions do not purport to be complete and are qualified by reference to the Base Indenture, which is filed as an exhibit hereto and incorporated herein by reference, and to the Supplemental Indenture, which will be filed upon execution thereof.

On March 11, 2013, the Partnership issued a press release relating to the public offering of the Notes contemplated by the Underwriting Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.          Description

          1.1        Underwriting Agreement, dated March 11, 2013, by and among
                     Enterprise Products Partners L.P., Enterprise Products OLPGP,
                     Inc. and Enterprise Products Operating LLC and J.P. Morgan
                     Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc.
                     and Wells Fargo Securities, LLC, as Representatives of the
                     several underwriters named on Schedule I thereto.

          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).

         99.1        Press Release dated March 11, 2013.

         99.2        Description of Notes and Description of Debt Securities.


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