OTHER INFORMATION.
−Removed: As previously disclosed, in December 2018, Enterprise Products Company (“EPCO”), an affiliate of the General Partner, formed EPD 2018 Unit IV L.P.
−Removed: (“EPD IV”) and EPCO Unit II L.P.
−Removed: (“EPCO II” and together with EPD IV, the “Employee Partnerships”), each to serve as an additional long-term incentive arrangement for certain employees of EPCO through a “profits interest” in such Employee Partnership.
−Removed: On December 3, 2018, EPCO Holdings Inc., a wholly owned subsidiary of EPCO (“EPCO Holdings”), contributed (i) 6,400,000 common units representing limited partner interests in Enterprise Products Partners (“Common Units”) to EPD IV and (ii) 1,600,000 Common Units to EPCO II (collectively, the “Contributions”), all such Common Units having a then current fair market value of $27.02 per Common Unit, as measured by the closing sales price per Common Unit on the NYSE on that date.
−Removed: In exchange for the Contributions, EPCO Holdings was admitted as the Class A limited partner of each Employee Partnership.
−Removed: Certain EPCO employees, including (in the case of EPD IV) certain of our named executive officers, were issued Class B limited partner interests and admitted as Class B limited partners of each Employee Partnership without any capital contribution.
−Removed: The profits interest awards (or Class B limited partner interests) in each Employee Partnership entitle the holder to participate in the appreciation in value of our Common Units and increases in quarterly cash distributions paid on our Common Units in excess of $0.4325 per unit, and are subject to forfeiture.
−Removed: Prior to November 6, 2023, the limited partnership agreement for each of EPD IV and EPCO II provided that Class B limited partner interests therein will vest on the earliest of (i) December 3, 2023, (ii) a change of control or (iii) a dissolution of the applicable Employee Partnership.
−Removed: On November 6, 2023, the partners of EPD IV and EPCO II amended their respective Employee Partnership’s limited partnership agreement (each an “Amendment”) to provide that Class B limited partner interests therein will instead vest on the earliest of (i) December 3, 2027, (ii) the first date on or after November 6, 2023 for which the closing sale price for Common Units on the NYSE (or other principal United States securities exchange on which the Common Units are traded) is equal to or greater than $29.02 (as such dollar amount may be adjusted in order to reflect any equity split, equity distribution or dividend, reverse split, combination, reclassification, recapitalization or other similar event affecting the Common Units), (iii) a change of control or (iv) dissolution of such Employee Partnership.
−Removed: Copies of the Amendment for each of EPD IV and EPCO II are filed as Exhibit 10.2 and Exhibit 10.3, respectively.
−Removed: The foregoing description of the Amendments is qualified in its entirety by such exhibits, which are incorporated by reference herein.
+Added: During the three months ended March 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of Enterprise GP adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Number
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Certificate of Amendment to Certificate of Formation of Enterprise Products Holdings LLC (formerly named EPE Holdings, LLC), filed on November 22, 2010 with the Delaware Secretary of State (incorporated by reference to Exhibit 3.5 to Form 8-K filed November 23, 2010).
−Removed: Fifth Amended and Restated Limited Liability Company Agreement of Enterprise Products Holdings LLC dated effective as of September 7, 2011 (incorporated by reference to Exhibit 3.1 to Form 8-K filed September 8, 2011).
−Removed: Amendment No.
−Removed: 1 to Fifth Amended and Restated Limited Liability Company Agreement of Enterprise Products Holdings LLC, dated effective as of April 26, 2017 (incorporated by reference to Exhibit 3.1 to Form 8-K filed May 2, 2017).
−Removed: Amendment No.
−Removed: 2 to Fifth Amended and Restated Limited Liability Company Agreement of Enterprise Products Holdings LLC, dated effective as of November 6, 2019 (incorporated by reference to Exhibit 3.12 to Form 10-Q filed November 8, 2019).
Sixth Amended and Restated Limited Liability Company Agreement of Enterprise Products Holdings LLC dated effective as of August 9, 2022 (incorporated by reference to Exhibit 3.9 to Form 10-Q filed August 9, 2022).
25 unchanged sentences
Twenty-Sixth Supplemental Indenture, dated as of October 14, 2014, 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 4.4 to Form 8-K filed October 14, 2014).
−Removed: Twenty-Seventh Supplemental Indenture, dated as of May 7, 2015, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee  
−Removed: (incorporated by reference to Exhibit 4.3 to Form 8-K filed May 7, 2015).
+Added: Twenty-Seventh Supplemental Indenture, dated as of May 7, 2015, 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 4.3 to Form 8-K filed May 7, 2015).
Twenty-Eighth Supplemental Indenture, dated as of April 13, 2016, 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 4.4 to Form 8-K filed April 13, 2016).
10 unchanged sentences
Bank Trust Company, National Association, as Series Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed January 10, 2023).
+Added: Thirty-Eighth Supplemental Indenture, dated as of January 11, 2024, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as Series Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed January 11, 2024).
Form of Global Note representing $500 million principal amount of 6.875% Series B Senior Notes due 2033 with attached Guarantee (incorporated by reference to Exhibit A to Exhibit 4.3 to Form 10-K filed March 31, 2003).
7 unchanged sentences
Form of Global Note representing $750 million principal amount of 5.95% Senior Notes due 2041 with attached Guarantee (incorporated by reference to Exhibit B to Exhibit 4.3 to Form 8-K filed January 13, 2011).
−Removed: Form of Global Note representing $650.0 million principal amount of 4.05% Senior Notes due 2022 with attached Guarantee (incorporated by reference to Exhibit A to Exhibit 4.3 to Form 8-K filed August 24, 2011).
Form of Global Note representing $600 million principal amount of 5.70% Senior Notes due 2042 with attached Guarantee (incorporated by reference to Exhibit B to Exhibit 4.3 to Form 8-K filed August 24, 2011).
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Form of Global Note representing $700 million principal amount of Junior Subordinated Notes F due 2078 with attached Guarantee (incorporated by reference to Exhibit A to Exhibit 4.3 to Form 8-K filed February 15, 2018).
−Removed: Form of Global Note representing $750.0 million principal amount of 3.50% Senior Notes due 2022 with attached Guarantee (incorporated by reference to Exhibit A to Exhibit 4.3 to Form 8-K filed October 11, 2018).
Form of Global Note representing $1.0 billion principal amount of 4.15% Senior Notes due 2028 with attached Guarantee (incorporated by reference to Exhibit B to Exhibit 4.3 to Form 8-K filed October 11, 2018).
10 unchanged sentences
Form of Global Note representing $1.0 billion principal amount of 5.350% Senior Notes due 2033 with attached Guarantee (incorporated by reference to Exhibit B to Exhibit 4.4 to Form 8-K filed January 10, 2023).
+Added: Form of Global Note representing $1.0 billion principal amount of 4.600% Senior Notes due 2027 with attached Guarantee (incorporated by reference to Exhibit A to Exhibit 4.4 to Form 8-K filed January 11, 2024).
+Added: Form of Global Note representing $1.0 billion principal amount of 4.850% Senior Notes due 2034 with attached Guarantee (incorporated by reference to Exhibit B to Exhibit 4.4 to Form 8-K filed January 11, 2024).
Replacement Capital Covenant, dated October 27, 2009, executed by Enterprise Products Operating LLC and Enterprise Products Partners L.P.
30 unchanged sentences
by The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.70 to Form 10-K filed March 1, 2010).
−Removed: Registration Rights Agreement, dated as of March 5, 2020, between Enterprise Products Partners L.P.
−Removed: and Skyline North Americas, Inc.
−Removed: (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 5, 2020).
−Removed: Equity Distribution Agreement, dated June 24, 2020, by and among Enterprise Products Partners L.P., Enterprise Products OLPGP, Inc., Enterprise Products Operating LLC, Skyline North Americas, Inc.
−Removed: and Morgan Stanley & Co.
−Removed: (incorporated by reference to Exhibit 1.1 to Form 8-K filed June 25, 2020).
Specimen Unit Certificate for the Series A Cumulative Convertible Preferred Units, (incorporated by reference to Exhibit B to Exhibit 3.1 to Form 8-K filed October 1, 2020).
1 unchanged sentence
and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to Form 8-K filed October 1, 2020).
−Removed: Equity Distribution Agreement, dated September 15, 2023, by and among Enterprise Products Partners L.P., Citigroup Global Markets Inc., Barclays Capital Inc., BBVA Securities Inc., BMO Capital Markets Corp., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., J.P.
−Removed: Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co.
−Removed: LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SG Americas Securities, LLC, TD Securities (USA) LLC, Truist Securities, Inc.
−Removed: and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.1 to Form 8-K filed September 15, 2023).
−Removed: Amendment No.
−Removed: 1 to Agreement of Limited Partnership of EPD 2018 Unit IV L.P., dated as of November 6, 2023.
−Removed: Amendment No.
−Removed: 1 to Agreement of Limited Partnership of EPCO Unit II L.P., dated as of November 6, 2023.
+Added: 364-Day Revolving Credit Agreement, dated as of March 29, 2024, by and among Enterprise Products Operating LLC, as Borrower, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and certain financial institutions named therein, as Co-Syndication Agents and Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 29, 2024).
+Added: Guaranty Agreement, dated as of March 29, 2024, by Enterprise Products Partners L.P.
+Added: in favor of Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to Form 8-K filed March 29, 2024).
List of Issuers of Debt Securities Guaranteed by Enterprise Products Partners L.P.
−Removed: and Associated Securities at September 30, 2023.
+Added: and Associated Securities at March 31, 2024.
Sarbanes-Oxley Section 302 certification of A.
−Removed: James Teague for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the nine months ended September 30, 2023.
+Added: James Teague for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the three months ended March 31, 2024.
Sarbanes-Oxley Section 302 certification of W.
−Removed: Randall Fowler for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the nine months ended September 30, 2023.
+Added: Randall Fowler for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the three months ended March 31, 2024.
+Added: Sarbanes-Oxley Section 302 certification of R.
+Added: Daniel Boss for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the three months ended March 31, 2024.
Sarbanes-Oxley Section 906 certification of A.
−Removed: James Teague for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the nine months ended September 30, 2023.
+Added: James Teague for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the three months ended March 31, 2024.
Sarbanes-Oxley Section 906 certification of W.
−Removed: Randall Fowler for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the nine months ended September 30, 2023.
+Added: Randall Fowler for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the three months ended March 31, 2024.
+Added: Sarbanes-Oxley Section 906 certification of R.
+Added: Daniel Boss for Enterprise Products Partners L.P.’s quarterly report on Form 10-Q for the three months ended March 31, 2024.
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language) in this Form 10-Q include the:
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Filed with this report.
−Removed: 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 thereunto duly authorized on November 9, 2023.
+Added: 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 thereunto duly authorized on May 9, 2024.
ENTERPRISE PRODUCTS PARTNERS L.P.
1 unchanged sentence
Enterprise Products Holdings LLC, as General Partner
−Removed: Executive Vice President – Accounting, Risk Control and Information Technology of the General Partner
+Added: Executive Vice President and Chief Financial Officer of the General Partner
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.