UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. |
Delayed Draw Term Loan Agreement
On March 1, 2022, Enterprise Products Operating LLC, a Texas limited liability company (“EPO”) and the operating subsidiary of Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”), entered into a delayed draw term loan agreement (the “March 2022 Delayed Draw Term Loan Agreement”) among EPO, as Borrower and Wells Fargo Bank, National Association, as lender and administrative agent, that matures in March 2024. Under the terms of the March 2022 Delayed Draw Term Loan Agreement, EPO may borrow up to an aggregate of $500 million by April 30, 2022 at a variable interest rate based on EPO’s senior debt credit rating. Should EPO elect to borrow less than $500 million by April 30, 2022, the amount of the facility will be reduced to the aggregate borrowings under the March 2022 Delayed Draw Term Loan Agreement at that date. Should EPO elect not to borrow under the facility by April 30, 2022, the March 2022 Delayed Draw Term Loan Agreement will terminate at that date. Borrowings under the March 2022 Delayed Draw Term Loan Agreement may be used for general company purposes.
The March 2022 Delayed Draw Term Loan Agreement contains customary representations, warranties, covenants (affirmative and negative) and events of default, the occurrence of which would permit the lender to accelerate the maturity date of any amounts borrowed under the facility. The March 2022 Delayed Draw Term Loan Agreement would also restrict EPO’s ability to pay cash distributions to the Partnership, if an event of default (as defined in the term loan agreement) has occurred and is continuing at the time such distribution is scheduled to be paid or would result therefrom. Borrowings by EPO under the March 2022 Delayed Draw Term Loan Agreement would not be secured by any collateral; however, they would be guaranteed by the Partnership pursuant to a Guaranty Agreement (the “Guaranty”).
The descriptions of the March 2022 Delayed Draw Term Loan Agreement and the Guaranty in this Item 1.01 are qualified in their entirety by reference to the full text of the March 2022 Delayed Draw Term Loan Agreement and the Guaranty, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 1, 2022, EPO entered into the March 2022 Delayed Draw Term Loan Agreement. The information relating to the March 2022 Delayed Draw Term Loan Agreement and the related Guaranty, as set forth under Item 1.01, is incorporated by reference into this Item 2.03. The March 2022 Delayed Draw Term Loan Agreement is filed as Exhibit 10.1 hereto, the Guaranty is filed as Exhibit 10.2 hereto, and each is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Term Loan Agreement, dated as of March 1, 2022, by and between Enterprise Products Operating LLC, as Borrower, and Wells Fargo Bank, National Association, as Lender and Administrative Agent. | |
| 10.2 | Guaranty Agreement, dated as of March 1, 2022, by Enterprise Products Partners L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: March 1, 2022 | By: | /s/ R. Daniel Boss | ||||
| Name: | R. Daniel Boss | |||||
| Title: | Executive Vice President – Accounting, Risk Control and Information Technology | |||||