UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2010
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14323
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76-0568219 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
1100 Louisiana Street, 10th Floor
Houston, Texas 77002
(Address of Principal Executive Offices, including Zip Code)
(713) 381-6500
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 7.01 |
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Regulation FD Disclosure |
On December 1, 2010, Enterprise Products Partners L.P., a Delaware limited partnership (the
“Partnership”) issued a press release announcing the pricing of the transactions described in Item
8.01 below, a copy of which is attached as Exhibit 99.1 hereto.
On December 3, 2010, the Partnership issued a press release announcing the underwriters’ full
exercise of the over-allotment option, a copy of which is attached as Exhibit 99.2 hereto.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liability of that section, unless the Partnership
specifically states that the information is considered “filed” under the Exchange Act or
incorporates it by reference into a filing under the Securities Act of 1933, as amended (the
“Securities Act”) or the Exchange Act.
On December 1, 2010, the Partnership entered into an underwriting agreement (the “Underwriting
Agreement”) for the public offering of 11,500,000 of its common units representing limited partner
interests (“Common Units”), and up to 1,725,000 additional Common Units to cover over-allotments. A
copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. Closing of the issuance and
sale of the Common Units, including the over-allotment Common Units, is scheduled for December 6,
2010.
This offering has been registered under the Securities Act, pursuant to a registration
statement on Form S-3 (Registration No. 333-168049) of the Partnership, as amended by
Post-Effective Amendment No. 1 dated November 29, 2010 (as amended, the “Registration Statement”),
and the prospectus supplement dated December 1, 2010, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act (the “Prospectus”).
The Underwriting Agreement provides that the obligations of the underwriters to purchase the
common units are subject to approval of legal matters by counsel and other customary conditions.
The underwriters are obligated to purchase all of the common units if they purchase any of the
common units. The Partnership has agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, and to contribute to payments the underwriters may
be required to make in respect of any of those liabilities.
The Partnership intends to use the net proceeds from this offering, including any exercise of
the underwriters’ over-allotment option, to temporarily reduce borrowings under Enterprise Products
Operating LLC’s multi-year revolving credit facility. Affiliates of certain of the underwriters
are lenders under our multi-year revolving credit facility and, accordingly, will receive a
substantial portion of the proceeds from this offering. Some of the underwriters and their
affiliates have performed investment banking, commercial banking and advisory services for the
Partnership and its affiliates from time to time for which they have received customary fees and
expenses. The underwriters and their affiliates may, from time to time, engage in transactions with
and perform services for the Partnership and its affiliates in the ordinary course of their
business.
The description of the Underwriting Agreement in this Item 8.01 is qualified in its entirety
by reference to Exhibit 1.1 hereto, which is incorporated herein by reference.
Certain legal opinions related to the Registration Statement are also filed herewith as
Exhibits 5.1 and 8.1.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
1.1
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Underwriting Agreement, dated December 1, 2010, by and among
Enterprise Products Partners L.P., Enterprise Products OLPGP,
Inc., Enterprise Products Operating LLC and the several
underwriters named on Schedule I thereto. |
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