Obligation Enterprise Products Operating 6.65% ( US293791AP47 ) en USD

Enterprise Products Operating

109.8 % ▼

Etas-Unis

US293791AP47 ( en USD )

6.65% par an ( paiement semestriel )

14/10/2034

Prospectus brochure de l'obligation Enterprise Products Operating US293791AP47 en USD 6.65%, échéance 14/10/2034

1 000 USD

350 000 000 USD

293791AP4

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/10/2024 ( Dans 149 jours )

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US293791AP47, paye un coupon de 6.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2034

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US293791AP47, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Enterprise Products Operating ( Etas-Unis ) , en USD, avec le code ISIN US293791AP47, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

e424b3
424B3 1 h19587b3e424b3.htm ENTERPRISE PRODUCTS OPERATING L.P. - 333-121665
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (1 of 128)3/4/2005 10:51:33 AM

e424b3

Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-121665
333-121665-01
Prospectus
Enterprise Products Operating L.P.
Offers to Exchange up to
$500,000,000 of 4.000% Series B Senior Notes due 2007
that have been registered under the Securities Act of 1933
for
$500,000,000 of 4.000% Series A Senior Notes due 2007
that have not been registered under the Securities Act of 1933
and
$500,000,000 of 4.625% Series B Senior Notes due 2009
that have been registered under the Securities Act of 1933
for
$500,000,000 of 4.625% Series A Senior Notes due 2009
that have not been registered under the Securities Act of 1933
and
$650,000,000 of 5.600% Series B Senior Notes due 2014
that have been registered under the Securities Act of 1933
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (2 of 128)3/4/2005 10:51:33 AM

e424b3
for
$650,000,000 of 5.600% Series A Senior Notes due 2014
that have not been registered under the Securities Act of 1933
and
$350,000,000 of 6.650% Series B Senior Notes due 2034
that have been registered under the Securities Act of 1933
for
$350,000,000 of 6.650% Series A Senior Notes due 2034
that have not been registered under the Securities Act of 1933
Please read "Risk Factors" beginning on page 7 for a discussion of factors you
should consider before participating in the exchange offers.
The exchange notes will rank equally in contractual right of payment with all of
our other material indebtedness.
These securities have not been approved or disapproved by the Securities and Exchange Commission
or any state securities commission nor has the Securities and Exchange Commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 24, 2005.
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (3 of 128)3/4/2005 10:51:33 AM

e424b3

This prospectus is part of a registration statement we filed with the Securities and Exchange
Commission, or the "Commission." In making your investment decision, you should rely only on the
information contained in or incorporated by reference into this prospectus and in the applicable letter of
transmittal accompanying this prospectus. We have not authorized anyone to provide you with any other
information. If you receive any unauthorized information, you must not rely on it. We are not making an
offer to sell these securities in any state where the offer is not permitted. You should not assume that the
information contained in this prospectus or in the documents incorporated by reference into this
prospectus are accurate as of any date other than the date on the front cover of this prospectus or the date
of such incorporated documents, as the case may be.
This prospectus incorporates by reference business and financial information about us that is not
included in or delivered with this prospectus. This information is available without charge upon written or
oral request directed to: Investor Relations, Enterprise Products Partners L.P., 2727 North Loop West,
Suite 700, Houston, Texas 77008-1044; telephone number: (713) 880-6812. To obtain timely delivery, you
must request the information no later than February 24, 2005.
TABLE OF CONTENTS

Page
SUMMARY
1

Enterprise and Enterprise Parent
1

Exchange Offers
2

Terms of the Exchange Notes
5
RISK FACTORS
7

Risks Related to the Exchange Offer
7

Risks Related to Our Business
7

Risks Associated with the Notes
16
USE OF PROCEEDS
18
RATIO OF EARNINGS TO FIXED CHARGES
18
EXCHANGE OFFERS
19

Purpose and Effect of the Exchange Offers
19

Resale of Exchange Notes
21

Terms of the Exchange Offers
22

Expiration Date
22
Extensions, Delays in Acceptance, Termination or

Amendment
23

Conditions to the Exchange Offers
23

Procedures for Tendering
24

Withdrawal of Tenders
25

Fees and Expenses
26
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (4 of 128)3/4/2005 10:51:33 AM

e424b3

Transfer Taxes
26

Consequences of Failure to Exchange
26

Accounting Treatment
26

Other
26
DESCRIPTION OF EXCHANGE NOTES
27

General
27

Further Issuances
28

Optional Redemption
29

Ranking
30

Parent Guarantee
30

Potential Guarantee of Notes by Subsidiaries
30

Addition and Release of Subsidiary Guarantors
30

No Sinking Fund
31

Certain Covenants
31

Events of Default
33

Amendments and Waivers
34

Defeasance and Discharge
36
i
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (5 of 128)3/4/2005 10:51:33 AM

e424b3

Page

Certain Definitions
37

Book-Entry, Delivery and Form
40

Depository Procedures
40

Exchanges of Global Notes for Certificated Notes
42

Same Day Settlement and Payment
42

No Recourse Against General Partners
43

Concerning the Trustee
43

Governing Law
43
MATERIAL FEDERAL INCOME TAX
CONSEQUENCES
44
PLAN OF DISTRIBUTION
44
LEGAL MATTERS
45
EXPERTS
45
WHERE YOU CAN FIND MORE INFORMATION
46
INFORMATION REGARDING FORWARD-

LOOKING STATEMENTS
47
LETTER OF TRANSMITTAL
A-1
LETTER OF TRANSMITTAL
B-1
LETTER OF TRANSMITTAL
C-1
LETTER OF TRANSMITTAL
D-1
ii
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (6 of 128)3/4/2005 10:51:33 AM

e424b3

SUMMARY
This summary highlights information included or incorporated by reference in this prospectus. It may
not contain all of the information that is important to you. This prospectus includes information about the
exchange offers and includes or incorporates by reference information about our business and our financial
and operating data. Before deciding to participate in the exchange offers, you should read this entire
prospectus carefully, including the financial data and related notes incorporated by reference in this
prospectus and the "Risk Factors" section beginning on page 7 of this prospectus.
Our parent, Enterprise Products Partners L.P., which we refer to as "Enterprise Parent" or the
"Parent Guarantor," is a publicly traded limited partnership that conducts substantially all of its business
through us. Unless the context requires otherwise, references in this prospectus to (1) "we," "us," "our" or
"Enterprise" are intended to refer only to Enterprise Products Operating L.P. and its subsidiaries,
including GulfTerra Energy Partners, L.P. and its general partner, (2) "GulfTerra" are intended to refer to
GulfTerra Energy Partners, L.P., and (3) "Enterprise Parent" or "Parent Guarantor" are intended to refer
only to Enterprise Products Partners L.P.
Enterprise and Enterprise Parent
Enterprise Parent conducts substantially all of its business through us. We are the borrower on
substantially all of the company's credit facilities, and we are the issuer of all of the company's publicly-
traded notes, all of which are guaranteed by Enterprise Parent. Our financial results do not differ materially
from those of Enterprise Parent; the number and dollar amount of reconciling items between our
consolidated financial statements and those of Enterprise Parent are insignificant. All financial results
presented in this prospectus are those of Enterprise Parent.
We are a leading North American midstream energy company that provides a wide range of services to
producers and consumers of natural gas and natural gas liquids, or NGLs. NGLs are used by the
petrochemical and refining industries to produce plastics, motor gasoline and other industrial and consumer
products and also are used as residential, agricultural and industrial fuels. Our existing asset platform in the
Gulf Coast region of the United States, combined with our Mid-America and Seminole pipeline systems
acquired in 2002 and our acquisition of GulfTerra in September 2004, creates the only integrated natural gas
and NGL transportation, fractionation, processing, storage and import/export network in North America. We
provide integrated services to our customers and generate fee-based cash flow from multiple sources along
our natural gas and NGL "value chain."
On December 15, 2003, Enterprise Parent entered into a series of agreements with El Paso Corporation
and GulfTerra pursuant to which:
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (7 of 128)3/4/2005 10:51:33 AM

e424b3

· we purchased a 50% membership interest in GulfTerra's general partner for $425 million;

· Enterprise Parent agreed to merge with GulfTerra; and

· we agreed to purchase from El Paso Corporation approximately $150 million of midstream assets
located in South Texas that are closely related to GulfTerra's operations.
On September 30, 2004, Enterprise Parent completed the merger with GulfTerra and we completed our
purchase of the South Texas midstream assets. After the completion of the merger, Enterprise Parent
contributed GulfTerra to us, and GulfTerra became a wholly-owned subsidiary of ours.
Our principal executive offices are located at 2727 North Loop West, Houston, Texas 77008, and our
phone number is (713) 880-6500.
1
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (8 of 128)3/4/2005 10:51:33 AM

e424b3

Exchange Offers
On October 4, 2004, we completed private offerings of the outstanding notes. As part of those private
offerings, we entered into a registration rights agreement with the initial purchasers of the outstanding
notes in which we agreed, among other things, to deliver this prospectus to you and to use our reasonable
efforts to complete the exchange offers within 210 days after the date we issued the outstanding notes. The
following is a summary of the exchange offers.

Outstanding Notes
On October 4, 2004, we issued $500 million aggregate principal amount of
4.000% Series A Senior Notes due 2007, $500 million aggregate principal
amount of 4.625% Series A Senior Notes due 2009, $650 million aggregate
principal amount of 5.600% Series A Senior Notes due 2014 and
$350 million aggregate principal amount of 6.650% Series A Senior Notes
due 2034.

Exchange Notes
4.000% Series B Senior Notes due 2007, 4.625% Series B Senior Notes due
2009, 5.600% Series B Senior Notes due 2014 and 6.650% Series B Senior
Notes due 2034. The terms of each series of the exchange notes are
substantially identical to those terms of each respective series of outstanding
notes, except that the transfer restrictions, registration rights and provisions
for additional interest relating to the outstanding notes do not apply to the
exchange notes.

Exchange Offers
We are offering to exchange:

-- up to $500 million principal amount of our 4.000% Series B Senior Notes
due 2007 that have been registered under the Securities Act of 1933, or the
Securities Act, for an equal amount of our outstanding 4.000% Series A
Senior Notes due 2007;

-- up to $500 million principal amount of our 4.625% Series B Senior Notes
due 2009 that have been registered under the Securities Act for an equal
amount of our outstanding 4.625% Series A Senior Notes due 2009;

-- up to $650 million principal amount of our 5.600% Series B Senior Notes
due 2014 that have been registered under the Securities Act for an equal
amount of our outstanding 5.600% Series A Senior Notes due 2014; and

file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (9 of 128)3/4/2005 10:51:33 AM

e424b3
-- up to $350 million principal amount of our 6.650% Series B Senior Notes
due 2034 that have been registered under the Securities Act for an equal
amount of our outstanding 6.650% Series A Senior Notes due 2034

to satisfy our obligations under the registration rights agreement that we
entered into when we issued the outstanding notes in transactions exempt
from registration under the Securities Act.

Expiration Date
Each exchange offer will expire at 5:00 p.m., New York City time, on
March 2, 2005, unless we decide to extend it.

Conditions to the Exchange
The registration rights agreement does not require us to accept outstanding
Offers
notes for exchange if the applicable exchange offer or the making of any
exchange by a holder of the outstanding notes would violate any applicable
law or interpretation of the staff of the Commission. A minimum aggregate
principal
2
file:///U|/Tamara/exch%20Enterprise%20Products%20...P,%204%%20Ser.%20B,%20Sr.%20Nts.%20due%202007.htm (10 of 128)3/4/2005 10:51:33 AM

Document Outline

Local Disk
- #1">e424b3