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Enterprise Products Partners: Description Of The Notes

The following excerpt is from the company's SEC filing.

We have summarized below certain material terms and provisions of the notes. This summary is not a complete description of all of the terms and provisions of the notes. You should read carefully the section entitled Description of Debt Securities in the accompanying prospectus for a description of other material terms of the notes, the Guarantee and the Base Indenture (defined below). For more information, we refer you to the notes, the Base Indenture and the Supplemental Indenture described below, all of which are available from us. We urge you to read the Base Indenture and the Supplemental Indenture because t hey, and not this description, define your rights as an owner of the notes.

The 2021 notes and the 2027 notes will each constitute a separate new series of debt securities that will be issued under the Indenture dated as of October 4, 2004, as amended by the Tenth Supplemental Indenture (which we refer to as the Base Indenture), as supplemented by the Twenty-Eighth Supplemental Indenture to be dated the date of delivery of the notes (which supplemental indenture we refer to as the Supplemental Indenture, except as otherwise indicated below with respect to the 2046 notes, and, together with the Base Indenture, the Indenture), among Enterprise Products Operating LLC (successor to Enterprise Products Operating L.P.), as issuer (which we refer to as the Issuer), Enterprise Products Partners L.P., as parent guarantor (which we refer to as the Parent Guarantor), any subsidiary guarantors party thereto (which we refer to as the Subsidiary Guarantors) and Wells Fargo Bank, National Association, as trustee (which we refer to as the Trustee). The 2046 notes represent a reopening of an outstanding series of the Issuers senior notes, its 4.900% Senior Notes QQ due 2046. The Issuer issued $875,000,000 in aggregate principal amount of this series on May 7, 2015 pursuant to the Base Indenture as supplemented by the Twenty-Seventh Supplemental Indenture dated as of May 7, 2015 (the Twenty-Seventh Supplemental Indenture) among the Issuer, the Parent Guarantor, the Subsidiary Guarantors and the Trustee. The 2046 notes offered hereby will form a single series with the original notes of that series, will trade under the same CUSIP number, and will have the same terms as to status, redemption or otherwise as the original notes of that series. The 2046 notes offered hereby will be issued under the Base Indenture as supplemented by the Twenty-Seventh Supplemental Indenture. With respect to the 2046 notes, all references in this prospectus supplement to the Supplemental Indenture shall refer to the Twenty-Seventh Supplemental Indenture.

References in this section to the Guarantee refer to the Parent Guarantors Guarantee of payments on the notes.

In addition to these newly issued notes, as of March 31, 2016, there were outstanding under the above- referenced Base Indenture:

$350 million in aggregate principal amount of 6.65% Senior Notes H due 2034,

$250 million in aggregate principal amount of 5.75% Senior Notes J due 2035,

$800 million in aggregate principal amount of 6.30% Senior Notes L due 2017,

$700 million in aggregate principal amount of 6.50% Senior Notes N due 2019,

$500 million in aggregate principal amount of 5.25% Senior Notes Q due 2020,

$600 million in aggregate principal amount of 6.125% Senior Notes R due 2039,

$349.7 million in aggregate principal amount of 6.65% Senior Notes V due 2018,

(viii)

$399.6 million in aggregate principal amount of 7.55% Senior Notes W due 2038,

$1,000 million in aggregate principal amount of 5.20% Senior Notes Y due 2020,

$600 million in aggregate principal amount of 6.45% Senior Notes Z due 2040,

$750 million in aggregate principal amount of 5.95% Senior Notes BB due 2041,

$650 million in aggregate principal amount of 4.05% Senior Notes CC due 2022,

(xiii)

$600 million in aggregate principal amount of 5.70% Senior Notes DD due 2042,

$750 million in aggregate principal amount of 4.85% Senior Notes EE due 2042,

$1,100 million in aggregate principal amount of 4.45% Senior Notes GG due 2043,

$1,250 million in aggregate principal amount of 3.35% Senior Notes HH due 2023,

(xvii)

$1,400 million in aggregate principal amount of 4.85% Senior Notes II due 2044,

(xviii)

$850 million in aggregate principal amount of 3.90% Senior Notes JJ due 2024,

$1,150 million in aggregate principal amount of 5.10% Senior Notes KK due 2045,

$800 million in aggregate principal amount of 2.55% Senior Notes LL due 2019,

$1,150 million in aggregate principal amount of 3.75% Senior Notes MM due 2025,

(xxii)

$400 million in aggregate principal amount of 4.95% Senior Notes NN due 2054,

(xxiii)

$750 million in aggregate principal amount of 1.65% Senior Notes OO due 2018,

(xxiv)

$875 million in aggregate principal amount of 3.70% Senior Notes PP due 2026,

$875 million in aggregate principal amount of 4.90% Senior Notes QQ due 2046,

(xxvi)

$521.1 million in aggregate principal amount of 8.375% fixed/floating rate Junior Subordinated Notes A due 2066,

(xxvii)

$682.7 million in aggregate principal amount of 7.034% fixed/floating rate Junior Subordinated Notes B due 2068, and

(xxviii)

$256.4 million in aggregate principal amount of 7.00% fixed/floating rate Junior Subordinated Notes C due 2067.

General

The Notes.

The Notes:

will be general unsecured, senior obligations of the Issuer;

will constitute (i) two new series of debt securities issued under the Indenture that will initially consist of $575.0 million aggregate principal amount of 2021 notes and $575.0 million aggregate principal amount of 2027 notes, and (ii) additional notes of an existing series of debt securities issued under the Indenture that will consist of $100.0 million aggregate principal amount of 2046 notes;

with respect to the 2021 notes, will mature on April 15, 2021, with respect to the 2027 notes, will mature on February 15, 2027, and with respect to the 2046 notes, will mature on May 15, 2046;

will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof;

initially will be issued only in book-entry form represented by one or more notes in global form registered in the name of Cede & Co., as nominee of DTC, or such other name as may be requested by an authorized representative of DTC, and deposited with the Trustee as custodian for DTC; and

will be fully and unconditionally guaranteed on an unsecured, unsubordinated basis by the Parent Guarantor, and in certain circumstances may be guaranteed in the future on the same basis by one or more Subsidiary Guarantors.

Interest

. Interest on the notes will:

with respect to the 2021 notes, accrue at the rate of 2.850% per annum, with respect to the 2027 notes, accrue at the rate of 3.950% per annum, and with respect to the 2046 notes, accrue at the rate of 4.900% per annum, in the case of the 2021 notes and the 2027 notes offered hereby, from the date of issuance (April 13, 2016), and in the case of the 2046 notes offered hereby, from November 15, 2015 (the most recent interest payment date for the 2046 notes);

with respect to the 2021 notes, be payable in cash semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2016, with respect to the 2027 notes, be payable in cash semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2016, and with respect to the 2046 notes, be payable in cash semi-annually in arrears on May 15 and November 15 of each year, with the next interest payment date being due May 15, 2016;

with respect to the 2021 notes, be payable to holders of record on the April 1 and October 1 immediately preceding the related interest payment dates, with respect to the 2027 notes, be payable to holders of record on the February 1 and August 1 immediately preceding the related interest payment dates, and with respect to the 2046 notes, be payable to holder of record on the May 1 and November 1 immediately preceding the related interest payment dates; and

be computed on the basis of a 360-day year consisting of twelve 30-day months.

Payment and Transfer.

Initially, the notes will be issued only in global form. Beneficial interests in notes in global form will be shown on, and transfers of interests in notes in global form will be made only through, records maintained by DTC and its participants. Notes in definitive form, if any, may be presented for registration of transfer or exchange at the office or agency maintained by us for such purpose (which initially will be the corporate trust office of the Trustee located at 150 East 42

Street, 40

Floor, New York, New York 10017).

Payment of principal, premium, if any, and interest on notes in global form registered in the name of DTCs nominee will be made in immediately available funds to DTCs nominee, as the registered holder of such global notes. If any of the notes is no longer represented by a global note, payment of interest on the notes in definitive form may, at our option, be made at the corporate trust office of the Trustee indicated above or by check mailed directly to holders at their respective registered addresses or by wire transfer to an account designated by a holder.

If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the payment will be made on the next business day with the same force and effect as if made on the relevant interest payment date, maturity date or redemption date. No interest will accrue for the period from and after the applicable interest payment date, maturity date or redemption date.

No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith. We are not required to register the transfer of or exchange any note selected for redemption or for a period of 15 days before mailing a notice of redemption of notes of the same series.

The registered holder of a note will be treated as the owner of it for all purposes, and all references in this Description of the Notes to holders mean holders of record, unless otherwise indicated.

Investors may hold interests in the notes outside the United States through Euroclear Bank SA/NV (Euroclear) or Clearstream Banking S.A. (Clearstream, formerly Cedelbank) if they are participants in those systems, or indirectly through organizations which are participants in those systems. Euroclear and Clearstream will hold interests on behalf of their participants through customers securities accounts in Euroclears and Clearstreams names on the books of their respective depositaries which in turn will hold such positions in customers securities accounts in the names of the nominees of the depositaries on the books of DTC. All securities in Euroclear or Clearstream are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.

Transfers of notes by persons holding through Euroclear or Clearstream participants will be effected through DTC, in accordance with DTCs rules, on behalf of the relevant European international clearing system by its depositaries; however, such transactions will require delivery of exercise instructions to the relevant European international clearing system by the participant in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the exercise meets its requirements, deliver instructions to its depositaries to take action to effect exercise of the notes on its behalf by delivering notes through DTC and receiving payment in accordance with its normal procedures for next-day funds settlement. Payments with respect to the notes held through Euroclear or Clearstream will be credited to the cash accounts of Euroclear participants in accordance with the relevant systems rules and procedures, to the extent received by its depositaries.

Replacement of Notes.

We will replace any mutilated, destroyed, stolen or lost notes at the expense of the holder upon surrender of the mutilated notes to the Trustee or evidence of destruction, loss or theft of a note satisfactory to us and the Trustee.

In the case of a destroyed, lost or stolen note, we may require an indemnity satisfactory to the Trustee and to us before a replacement note will be issued.

Further Issuances

We may from time to time, without notice or the consent of the holders of the notes of either series, create and issue further notes of the same series ranking equally and ratably with the original notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further notes, the public offering price and the issue date), so that such further notes form a single series with the original notes of that series and have the same terms as to status, redemption or otherwise as the original notes of that series.

Optional Redemption

At any time prior to, in the case of the 2021 notes, the 2021 notes Par Call Date or, in the case of the 2027 notes, the 2027 notes Par Call Date each such series of notes will be redeemable, at our option, at any time in whole, or from time to time in part, at a price equal to the greater of:

100% of the principal amount of the notes to be redeemed; or

the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the notes to be redeemed (exclusive of interest accrued to the date of redemption (the Redemption Date)) that would have been due if the notes had matured on the 2021 notes Par Call Date in the case of the 2021 notes, and the 2027 notes Par Call Date in the case of the 2027 notes, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 25 basis points for the 2021 notes and 35 basis points for the 2027 notes;

plus, in either case, accrued and unpaid interest to the Redemption Date.

At any time prior to the 2046 notes Par Call Date, the 2046 notes will be redeemable, at our option, at any time in whole, or from time to time in part, at a price equal to the greater of:

the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the notes to be redeemed (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 35 basis points;

The actual redemption price, calculated as provided below, will be calculated and certified to the Trustee and us by the Independent Investment Banker.

At any time on or after the 2021 notes Par Call Date in the case of the 2021 notes, the 2027 notes Par Call Date in the case of the 2027 notes or the 2046 notes Par Call Date in the case of the 2046 notes, the notes of such series will be redeemable, at our option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest to the Redemption Date.

Notes called for redemption become due on the Redemption Date. Notices of optional redemption will be mailed at least 30 but not more than 60 days before the Redemption Date to each holder of the notes to be redeemed at its registered address. The notice of optional redemption for the notes will state, among other things, the amount of notes to be redeemed, the Redemption Date, the method of calculating the redemption price and each place that payment will be made upon presentation and surrender of notes to be redeemed. If less than all of the notes of either series are redeemed at any time, the Trustee will select the notes to be redeemed on a pro rata basis, by lot, or by any other method the Trustee deems fair and appropriate. Unless we default in payment of the redemption price, interest will cease to accrue on the Redemption Date with respect to any notes called for optional redemption.

For purposes of determining the optional redemption price, the following definitions are applicable:

Treasury Yield means, with respect to any Redemption Date applicable to the notes, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding such Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such Redemption Date.

For purposes of determining the optional redemption prices for the 2021 notes and the 2027 notes, Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed, calculated as if the maturity date of the 2021 notes were the 2021 notes Par Call Date and as if the maturity date of the 2027 notes were the 2027 notes Par Call Date, as the case may be (the Remaining Life), that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of the notes to be redeemed;

provided, however

, that if no maturity is within three months before or after the applicable Par Call Date for such notes, yields for the two published maturities most closely corresponding to such United States Treasury security will be determined and the treasury rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month. For purposes of determining the optional redemption price of the 2046 notes, Comparable Treasury Issue means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed;

, that if no maturity is within three months before or after the maturity date for such notes, yields for the two published maturities most closely corresponding to such United States Treasury security will be determined and the treasury rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.

For purposes of determining the optional redemption prices for the 2021 notes and the 2027 notes, Independent Investment Banker means any of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. and their respective successors or, if no such firm is willing and able to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee and reasonably acceptable to the Issuer. For purposes of determining the optional redemption price of the 2046 notes, Independent Investment Banker means any of

Wells Fargo Securities, LLC, Barclays Capital Inc., Mitsubishi UFJ Securities (USA), Inc. and RBC Capital Markets, LLC and their respective successors or, if no such firm is willing and able to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee and reasonably acceptable to the Issuer.

Comparable Treasury Price means, with respect to any Redemption Date, (a) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations.

For purposes of determining the optional redemption prices for the 2021 notes and the 2027 notes, Reference Treasury Dealer means each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. so long as it is a primary U.S. Government securities dealer in the United States (a Primary Treasury Dealer) at the relevant time and, if it is not then a Primary Treasury Dealer, then a Primary Treasury Dealer selected by it, and in each case their respective successors, plus a Primary Treasury Dealer selected by us;

provided, however

, that if any of the foregoing shall not be a Primary Treasury Dealer at such time and shall fail to select a Primary Treasury Dealer, then the Issuer will substitute therefor another Primary Treasury Dealer. For purposes of determining the optional redemption price of the 2046 notes, Reference Treasury Dealer means a Primary Treasury Dealer selected by each of Wells Fargo Securities, LLC and Mitsubishi UFJ Securities (USA), Inc. or their respective successors, and each of Barclays Capital Inc. and RBC Capital Markets, LLC so long as it is a Primary Treasury Dealer at the relevant time and, if it is not then a Primary Treasury Dealer, then a Primary Treasury Dealer selected by it, and in each case their respective successors;

, that if any of the foregoing shall not be a Primary Treasury Dealer at such time and shall fail to select a Primary Treasury Dealer, then the Issuer will substitute therefor another Primary Treasury Dealer.

Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date for the notes, an average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the notes (expressed in each case as a percentage of its principal amount) quoted in writing to an Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

Ranking

The notes will be unsecured, unless we are required to secure them pursuant to the limitations on liens covenant described in the accompanying prospectus under Description of Debt SecuritiesCertain CovenantsLimitations on Liens. The notes will also be the unsubordinated obligations of the Issuer and will rank equally with all other existing and future unsubordinated indebtedness of the Issuer. Each guarantee of the notes will be an unsecured and unsubordinated obligation of the Guarantor and will rank equally with all other existing and future unsubordinated indebtedness of the Guarantor. The notes and each guarantee will effectively rank junior to any future indebtedness of the Issuer and the Guarantor that is both secured and unsubordinated to the extent of the assets securing such indebtedness, and the notes will effectively rank junior to all indebtedness and other liabilities of the Issuers subsidiaries that are not Subsidiary Guarantors.

On an as adjusted basis after giving effect to this offering and the application of the net proceeds therefrom, at December 31, 2015, the Issuer had approximately $22.8 billion principal amount of consolidated indebtedness, consisting of $20.7 billion in senior notes and $1.5 billion of junior subordinated notes outstanding under the Base Indenture and a similar indenture, and $628.9 million in short-term commercial paper notes outstanding, and the Parent Guarantor had no indebtedness (excluding guarantees totaling $22.7 billion), in each case excluding intercompany loans. Please read Capitalization.

Parent Guarantee

The Parent Guarantor will fully and unconditionally guarantee to each holder and the Trustee, on an unsecured and unsubordinated basis, the full and prompt payment of principal of, premium, if any, and interest

on the notes, when and as the same become due and payable, whether at stated maturity, upon redemption, by declaration of acceleration or otherwise.

Potential Guarantee of Notes by Subsidiaries

Initially, the notes will not be guaranteed by any of our Subsidiaries. In the future, however, if our Subsidiaries become guarantors or co-obligors of our Funded Debt (as defined below), then these Subsidiaries will jointly and severally, fully and unconditionally, guarantee our payment obligations under the notes. We refer to any such Subsidiaries as Subsidiary Guarantors and sometimes to such guarantees as Subsidiary Guarantees. Each Subsidiary Guarantor will execute a supplement to the Indenture to effect its guarantee.

The obligations of each Guarantor under its guarantee of the notes will be limited to the maximum amount that will not result in the obligations of the Guarantor under the guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law, after giving effect to:

all other contingent and fixed liabilities of the Guarantor; and

any collection from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee.

Funded Debt means all Indebtedness maturing...


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