Enterprise Products raises $2 billion in multi-tranche bond deal

Rhea-AI Filing Summary

Enterprise Products Partners L.P. (NYSE: EPD) filed a Form 8-K disclosing the completion of a $2.0 billion senior notes offering by subsidiary Enterprise Products Operating LLC (EPO) on June 20, 2025. The notes are fully and unconditionally guaranteed by the Partnership on an unsecured, unsubordinated basis.

• Tranches & Pricing: $500 million 4.30% notes due 2028; $750 million 4.60% notes due 2031; $750 million 5.20% notes due 2036.
• Interest & Payment Dates: Semi-annual payments starting Dec 20, 2025 (2028 tranche) and Jan 15, 2026 (2031 & 2036 tranches).
• Call Provisions: Make-whole optional redemption prior to par-call dates (May 20 2028 / Dec 15 2030 / Oct 15 2035); thereafter redeemable at par plus accrued interest.
• Use of Proceeds: General partnership purposes, growth capital, potential acquisitions and repayment of outstanding commercial paper.
• Underwriters: Citigroup, BBVA, Deutsche Bank, Scotia Capital and TD Securities; obligations governed by customary indemnities and representations.

The issuance was executed under the existing shelf registration (Form S-3 Nos. 333-283172 & 333-283172-01) and the Fortieth Supplemental Indenture dated June 20, 2025. Legal opinions (Sidley Austin LLP) and the underwriting agreement are filed as exhibits.

Management signals continued access to attractive long-term debt markets to fund growth while extending the maturity ladder. However, the transaction increases total debt and commits EPO to fixed coupon payments ranging from 4.30% to 5.20% for up to 11 years.

Positive

• Locks-in fixed coupons between 4.30% and 5.20% for up to 11 years, reducing exposure to future rate volatility.
• Extends debt maturity profile with staggered 2028, 2031 and 2036 maturities, enhancing liquidity planning.
• Proceeds earmarked to repay higher-cost commercial paper, potentially lowering near-term interest expense.

Negative

• Increases total debt by $2 billion, raising leverage until proceeds are used for repayment or generate earnings.
• Unsecured structure offers no additional collateral, leaving existing creditors structurally unchanged and equity holders behind a larger claim stack.

Insights

Fixed Income Analyst

TL;DR Attractive long-term financing locks in sub-6% coupons, extends maturity profile; leverage uptick balanced by potential CP pay-down.

The $2 billion, three-tranche deal diversifies EPD’s maturity stack and fixes rates before further Fed easing uncertainty. Coupons align with BBB+/Baa1 mid-curve levels, indicating solid market demand. Par-call structures provide pre-maturity flexibility while protecting investors with make-whole premiums. Proceeds earmarked to refinance higher-cost commercial paper (~6-7% variable) could reduce short-term interest expense and liquidity risk. Net leverage will rise until CP retirement and any growth capex generates EBITDA, but the partnership historically maintains 3.0–3.5× debt/EBITDA, leaving headroom. From a bondholder view, covenant package mirrors prior issues, no new restrictive terms.

Risk Analyst

TL;DR Debt issuance modestly elevates leverage; refinancing plan and staggered maturities mitigate liquidity and refinancing risk.

Adding $2 billion of senior unsecured debt increases absolute leverage, yet EPD’s investment-grade profile and diversified midstream assets support capacity. The longest tranche (2036) absorbs duration risk at 5.20%, still below historical WACC. Refinancing near-term commercial paper should smooth the maturity wall and reduce exposure to rate volatility. No restrictive covenants or security pledge mean noteholders rank pari passu with existing debt, keeping structural subordination unchanged. Overall credit risk impact is contained; equity dilution nonexistent.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): June 17, 2025

ENTERPRISE PRODUCTS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware		1-14323		76-0568219
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1100 Louisiana, 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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Units		EPD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 20, 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) $500.0 million principal amount of EPO’s 4.30% senior notes due 2028 (the “Senior Notes LLL”), (ii) $750.0 million principal amount of EPO’s 4.60% senior notes due 2031 (the “Senior Notes MMM”), and (iii) $750.0 million principal amount of EPO’s 5.20% senior notes due 2036 (the “Senior Notes NNN” and, together with the Senior Notes LLL and the Senior Notes MMM, the “Notes”). 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 June 17, 2025, relating to the Securities, filed with the United States Securities and Exchange Commission (the “SEC”) on June 18, 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 Senior Notes LLL, 4.60% per annum for the Senior Notes MMM and 5.20% per annum for the Senior Notes NNN, in each case, from June 20, 2025. Interest on the Senior Notes LLL is payable on June 20 and December 20 of each year, commencing December 20, 2025, interest on the Senior Notes MMM is payable on January 15 and July 15 of each year, commencing January 15, 2026 and interest on the Senior Notes MMM is payable on January 15 and July 15 of each year, commencing January 15, 2026. The Senior Notes LLL mature on June 20, 2028; the Senior Notes MMM mature on January 15, 2031; and the 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 Senior Notes LLL (such date, the “Senior Notes LLL Par Call Date”), (ii) December 15, 2030, in the case of the Senior Notes MMM (such date, the “Senior Notes MMM Par Call Date”), and (iii) October 15, 2035, in the case of the Senior Notes NNN (such date, the “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 Senior Notes LLL Par Call Date, in the case of the Senior Notes LLL, (ii) the Senior Notes MMM Par Call Date, in the case of the Senior Notes MMM, or (iii) the Senior Notes NNN Par Call Date, in the case of the Senior Notes NNN. At any time on or after the Senior Notes LLL Par Call Date (in the case of the Senior Notes LLL), the Senior Notes MMM Par Call Date (in the case of the Senior Notes MMM) or the Senior Notes NNN Par Call Date (in the case of the 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.

Item 8.01 Other Events.

On June 17, 2025, the Partnership, EPOGP and EPO entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BBVA Securities Inc., Deutsche Bank Securities Inc., Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), relating to the public offering of the Securities.

The Underwriting Agreement provides that the obligations of the Underwriters to purchase the Notes are subject to customary conditions. The Underwriters are obligated to purchase all of 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 also contains other customary representations, warranties and agreements. The summary of the

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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 the net proceeds from the Offering for (i) general company purposes, including for growth capital investments and acquisitions, if any, and (ii) the repayment of debt (including the amounts outstanding under EPO’s commercial paper program). Certain of the Underwriters or their affiliates may hold EPO’s commercial paper notes to be repaid with proceeds from the Offering and, accordingly, may receive a substantial portion of the net proceeds from the Offering. 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.

On June 17, 2025, the Partnership issued a press release relating to the Offering, as contemplated by the Underwriting Agreement. A copy of the press release is furnished herewith as Exhibit 99.2.

Certain legal opinions related to the Registration Statement are filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 17, 2025, by and among Enterprise Products Partners L.P., Enterprise Products OLPGP, Inc. and Enterprise Products Operating LLC and Citigroup Global Markets Inc., BBVA Securities Inc., Deutsche Bank Securities Inc., Scotia Capital (USA) Inc. and TD Securities (USA) 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).
4.3		Thirty-Sixth Supplemental Indenture, dated as of September 15, 2021, by and among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, Wells Fargo Bank, National Association, as Original Trustee, and U.S. Bank National Association, as Series Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed September 15, 2021).
4.4		Fortieth Supplemental Indenture, dated as of June 20, 2025, by and among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and U.S. Bank Trust Company, National Association, as Series Trustee.
4.5		Forms of Notes (included in Exhibit 4.4 above).
5.1		Opinion of Sidley Austin LLP.
23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1).
99.1		Description of the Notes and Description of Debt Securities.
99.2		Press Release dated June 17, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

				ENTERPRISE PRODUCTS PARTNERS L.P.
				By:		Enterprise Products Holdings LLC,
						its General Partner
Date: June 20, 2025				By:		/s/ R. Daniel Boss
				Name:		R. Daniel Boss
				Title:		Executive Vice President and Chief Financial Officer of the General Partner

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FAQ

How much debt did Enterprise Products Partners (EPD) issue in June 2025?

EPO issued $2.0 billion of senior unsecured notes across three tranches on June 20, 2025.

What are the interest rates and maturities of EPD's new notes?

4.30% due 2028 ($500 m), 4.60% due 2031 ($750 m) and 5.20% due 2036 ($750 m).

What will Enterprise Products use the offering proceeds for?

According to the prospectus, proceeds will fund general corporate purposes, growth capex, acquisitions and repay outstanding commercial paper.

Are the new EPD notes callable?

Yes. EPO may redeem notes at make-whole prices before their par-call dates and at 100% of principal plus interest thereafter.

Who underwrote the Enterprise Products senior notes?

Citigroup, BBVA, Deutsche Bank, Scotia Capital and TD Securities acted as joint book-running managers.