Item 1.01 Entry into a Material Definitive Agreement.
On November 14, 2025, Enterprise Products Partners L.P. (the “Partnership”), Enterprise Products OLPGP, Inc. (“EPOGP”) and Enterprise Products Operating LLC (“EPO”) completed the public offering of (i) $300.0 million principal amount of EPO’s 4.30% senior notes due 2028 (the “Reopened Senior Notes LLL”), (ii) $600.0 million principal amount of EPO’s 4.60% senior notes due 2031 (the “Reopened Senior Notes MMM”), and (iii) $750.0 million principal amount of EPO’s 5.20% senior notes due 2036 (the “Reopened Senior Notes NNN” and, together with the Reopened Senior Notes LLL and the Reopened Senior Notes MMM, the “Notes”). Each of the Reopened Senior Notes LLL, the Reopened Senior Notes MMM and the Reopened Senior Notes NNN represent a re-opening of an outstanding series of EPO’s senior notes. EPO originally issued (i) $500.0 million principal amount of 4.30% senior notes due 2028, (ii) $750.0 million principal amount of 4.60% senior notes due 2031, and (iii) $750.0 million principal amount of 5.20% senior notes due 2036 on June 20, 2025. Each of the Reopened Senior Notes LLL, the Reopened Senior Notes MMM and the Reopened Senior Notes NNN form a single series with, and trade under the same CUSIP number and have the same terms as to status, redemption or otherwise as the original notes of the corresponding series. 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 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. 333-283172 and 333-283172-01) (the “Registration Statement”), as supplemented by the Prospectus Supplement dated November 10, 2025, relating to the Securities, filed with the United States Securities and Exchange Commission (the “SEC”) on November 12, 2025, pursuant to Rule 424(b) of the Securities Act (together with the accompanying prospectus dated November 12, 2024, the “Prospectus”).
The Securities were issued under (a) the Indenture, dated as of October 4, 2004 (the “Original Indenture”), among EPO (as successor to Enterprise Products Operating L.P.), as issuer, the Partnership, as parent guarantor, and Wells Fargo Bank, National Association, as trustee (the “Original Trustee”), as amended and supplemented by (i) the Tenth Supplemental Indenture, dated as of June 30, 2007 (the “Tenth Supplemental Indenture”), providing for EPO as the successor issuer, and (ii) the Thirty-Sixth Supplemental Indenture, dated as of September 15, 2021 (the “Thirty-Sixth Supplemental Indenture”), among EPO, as issuer, the Partnership, as parent guarantor, the Original Trustee and U.S. Bank National Association, as separate trustee for the notes issued thereunder and debt securities subsequently issued under the Original Indenture (and as predecessor-in-interest to the Series Trustee (as defined below)), and (b) the Fortieth Supplemental Indenture, dated as of June 20, 2025 (the “Fortieth Supplemental Indenture” and, together with the Tenth Supplemental Indenture and the Thirty-Sixth Supplemental Indenture, the “Supplemental Indentures”) among EPO, as issuer, the Partnership, as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Series Trustee”).
Interest will accrue at a rate of 4.30% per annum for the Reopened Senior Notes LLL, 4.60% per annum for the Reopened Senior Notes MMM and 5.20% per annum for the Reopened Senior Notes NNN, in each case, from June 20, 2025. Interest on the Reopened Senior Notes LLL is payable on June 20 and December 20 of each year, commencing December 20, 2025, interest on the Reopened Senior Notes MMM is payable on January 15 and July 15 of each year, commencing January 15, 2026 and interest on the Reopened Senior Notes MMM is payable on January 15 and July 15 of each year, commencing January 15, 2026. The Reopened Senior Notes LLL mature on June 20, 2028; the Reopened Senior Notes MMM mature on January 15, 2031; and the Reopened Senior Notes NNN mature on January 15, 2036. The Notes also provide that at any time prior to (i) May 20, 2028, in the case of the Reopened Senior Notes LLL (such date, the “Reopened Senior Notes LLL Par Call Date”), (ii) December 15, 2030, in the case of the Reopened Senior Notes MMM (such date, the “Reopened Senior Notes MMM Par Call Date”), and (iii) October 15, 2035, in the case of the Reopened Senior Notes NNN (such date, the “Reopened Senior Notes NNN 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. The make-whole premium is calculated based on the principal and interest that would have been due if the notes had matured on (i) the Reopened Senior Notes LLL Par Call Date, in the case of the Reopened Senior Notes LLL, (ii) the Reopened Senior Notes MMM Par Call Date, in the case of the Reopened Senior Notes MMM, or (iii) the Reopened Senior Notes NNN Par Call Date, in the case of the Reopened Senior Notes NNN. At any time on or after the Reopened Senior Notes LLL Par Call Date (in the case of the Reopened Senior Notes LLL), the Reopened Senior Notes MMM Par Call Date (in the case of the Reopened Senior Notes MMM) or the Reopened Senior Notes NNN Par Call Date (in the case of the Reopened Senior Notes NNN), EPO may redeem some or all of the 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 filed as Exhibit 99.1 and incorporated herein by reference. 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; the Thirty-Sixth Supplemental Indenture, which is filed as Exhibit 4.3 hereto; and the Fortieth Supplemental Indenture, which is filed as Exhibit 4.4 hereto, each of which is incorporated by reference herein.
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