Bond Enterprise Product Operations 6.875% ( US293791AF64 ) in USD

Enterprise Product Operations

110.65 % ▼

United States

US293791AF64 ( in USD )

6.875% per year ( payment 2 times a year)

28/02/2033

Prospectus brochure of the bond Enterprise Products Operating US293791AF64 en USD 6.875%, maturity 28/02/2033

1 000 USD

500 000 000 USD

293791AF6

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/09/2025 ( In 45 days )

Enterprise Products Operating L.P. is a publicly traded master limited partnership (MLP) engaged in the transportation, storage, and marketing of natural gas, NGLs, crude oil, and petrochemicals.

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US293791AF64, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/02/2033

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US293791AF64, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Enterprise Product Operations ( United States ) , in USD, with the ISIN code US293791AF64, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>h04952b3e424b3.txt
<DESCRIPTION>ENTERPRISE PRODUCTS PARTNERS, L.P. - 333-105109
<TEXT>
<PAGE>
Filed pursuant to Rule 424(b)(3)
Registration No. 333-105109
333-105109-01
PROSPECTUS
[ENTERPRISE LOGO]
ENTERPRISE PRODUCTS OPERATING L.P.
OFFER TO EXCHANGE UP TO
$500,000,000 OF 6.875% SERIES B SENIOR NOTES DUE 2033
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR
$500,000,000 OF 6.875% SERIES A SENIOR NOTES DUE 2033
THAT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
---------------------
PLEASE READ "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF FACTORS YOU
SHOULD CONSIDER BEFORE PARTICIPATING IN THE EXCHANGE OFFER.
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 June 16, 2003.
<PAGE>
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 this prospectus
and in the accompanying letter of transmittal included in this prospectus as
Annex A. 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
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this prospectus, or the documents incorporated by reference into this
prospectus, is accurate as of any date other than the date on the front cover of
this prospectus or the date of such document, as the case may be.
This prospectus incorporates by reference business and financial
information about our company that has not been included in or delivered with
this prospectus. We will provide without charge to each person to whom this
prospectus is delivered, upon written or oral request, a copy of any document
incorporated by reference in this prospectus. Requests for such copies should be
directed to Investor Relations, Enterprise Products Partners L.P., 2727 North
Loop West, Suite 700, Houston, Texas 77008-1038; telephone number: (713)
880-6812. TO OBTAIN TIMELY DELIVERY, YOU SHOULD REQUEST THE DOCUMENTS AND
INFORMATION NO LATER THAN JULY 16, 2003.
---------------------
TABLE OF CONTENTS
<Table>
<S> <C>
SUMMARY..................................................... 1
The Company............................................... 1
Exchange Offer............................................ 1
Terms of the Exchange Notes............................... 3
Risk Factors.............................................. 4
RISK FACTORS................................................ 5
A decrease in the difference between NGL product prices
and natural gas prices results in lower margins on volumes
processed, which would adversely affect our
profitability............................................. 5
A reduction in demand for our products and services by the
petrochemical, refining or heating industries, could
adversely affect our results of operations................ 5
A decline in the volume of NGLs delivered to our
facilities could adversely affect our results of
operations................................................ 6
Our business requires extensive credit risk management
that may not be adequate to protect against customer
nonpayment................................................ 6
Acquisitions and expansions may affect our business by
substantially increasing the level of our indebtedness and
contingent liabilities and increasing our risks of being
unable to effectively integrate these new operations...... 6
We have leverage that may restrict our future financial
and operating flexibility................................. 6
War, terrorist attacks, threats of war or terrorist
attacks or political or other disruptions that limit crude
oil production could have a material adverse effect on our
business.................................................. 7
Our ability to make payments on the exchange notes depends
upon the performance of our subsidiaries, which conduct
our operations and own our operating assets............... 7
We do not have the same flexibility as other types of
organizations to accumulate cash, which may limit cash
available to service the exchange notes or repay them at
maturity.................................................. 7
We do not intend to develop a trading market for the
exchange notes; therefore, you may be unable to sell the
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exchange notes or to sell the exchange notes at a price
that you deem sufficient.................................. 8
USE OF PROCEEDS............................................. 8
RATIO OF EARNINGS TO FIXED CHARGES.......................... 8
EXCHANGE OFFER.............................................. 10
Purpose and Effect of the Exchange Offer.................. 10
</Table>
i
<PAGE>
<Table>
<S> <C>
Resale of Exchange Notes.................................. 12
Terms of the Exchange Offer............................... 13
Expiration Date........................................... 13
Extensions, Delays in Acceptance, Termination or
Amendment.............................................. 13
Conditions to the Exchange Offer.......................... 14
Procedures for Tendering.................................. 15
Withdrawal of Tenders..................................... 16
Fees and Expenses......................................... 16
Transfer Taxes............................................ 17
Consequences of Failure to Exchange....................... 17
Accounting Treatment...................................... 17
Other..................................................... 17
DESCRIPTION OF EXCHANGE NOTES............................... 18
General................................................... 18
Further Issuances......................................... 19
Optional Redemption....................................... 19
Ranking................................................... 20
Guarantee................................................. 21
No Sinking Fund........................................... 21
Certain Covenants......................................... 21
Events of Default......................................... 25
Amendments and Waivers.................................... 26
Defeasance................................................ 27
Book-Entry System......................................... 28
No Recourse Against General Partner....................... 29
Concerning the Trustee.................................... 30
Governing Law............................................. 30
MATERIAL FEDERAL INCOME TAX CONSEQUENCES.................... 30
PLAN OF DISTRIBUTION........................................ 31
LEGAL MATTERS............................................... 32
EXPERTS..................................................... 32
WHERE YOU CAN FIND MORE INFORMATION......................... 32
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS............ 33
LETTER OF TRANSMITTAL....................................... ANNEX A
</Table>
Our parent, Enterprise Products Partners L.P., is a publicly traded limited
partnership that conducts all of its business through us. Unless the context
requires otherwise, references in this prospectus to "we," "us" or "our" are
intended to refer to Enterprise Products Partners L.P., Enterprise Products
Operating L.P. and our subsidiaries. When we use "Enterprise Products Partners"
or "guarantor," we are referring to the guarantor of the outstanding notes and
the exchange notes, Enterprise Products Partners L.P.
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<PAGE>
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 offer and
includes or incorporates by reference information about our business and our
financial and operating data. Before deciding to participate in the exchange
offer, 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 5 of this prospectus.
THE COMPANY
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 fuels. Our asset platform
in the Gulf Coast region, combined with our recently acquired Mid-America and
Seminole pipeline systems, 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."
We do not have any employees. All of our management, administrative and
operating functions are performed by employees of EPCO, our ultimate parent
company, pursuant to the EPCO Agreement. For a discussion of the EPCO Agreement,
please read Item 13 of our Annual Report on Form 10-K/A for the year ended
December 31, 2002.
Our executive offices are located at 2727 North Loop West, Houston, Texas
77008, and our telephone number is (713) 880-6500.
EXCHANGE OFFER
On February 14, 2003, we completed a private offering of the outstanding
notes. As part of the private offering, 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 offer within 210 days plus 45
business days after the date we issued the outstanding notes. The following is a
summary of the exchange offer.
Exchange Offer................ We are offering to exchange exchange notes for
outstanding notes.
Expiration Date............... The exchange offer will expire at 5:00 p.m.,
New York City time, on July 23, 2003, unless we
decide to extend it.
Condition to the Exchange
Offer......................... The registration rights agreement does not
require us to accept outstanding notes for
exchange if the exchange offer or the making of
any exchange by a holder of outstanding notes
would violate any applicable law or
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interpretation of the staff of the Commission.
A minimum aggregate principal amount of
outstanding notes being tendered is not a
condition to the exchange offer.
Procedures for Tendering
Outstanding Notes............. To participate in the exchange offer, you must
follow the automatic tender offer program, or
ATOP, procedures established by The Depository
Trust Company, or DTC, for tendering notes held
in book-entry form. The ATOP procedures require
that the exchange agent receive, prior to the
expiration date of the exchange offer, a
computer generated message known as an
1
<PAGE>
"agent's message" that is transmitted through
ATOP and that DTC confirm that:
- DTC has received instructions to exchange
your notes; and
- you agree to be bound by the terms of the
letter of transmittal.
For more details, please read "Exchange
Offer -- Terms of the Exchange Offer" and
"Exchange Offer -- Procedures for Tendering."
Guaranteed Delivery
Procedures.................... None.
Withdrawal of Tenders......... You may withdraw your tender of outstanding
notes at any time prior to the expiration date.
To withdraw, you must submit a notice of
withdrawal to exchange agent using ATOP
procedures before 5:00 p.m., New York City
time, on the expiration date of the exchange
offer. Please read "Exchange
Offer -- Withdrawal of Tenders."
Acceptance of Outstanding
Notes and Delivery of Exchange
Notes......................... If you fulfill all conditions required for
proper acceptance of outstanding notes, we will
accept any and all outstanding notes that you
properly tender in the exchange offer on or
before 5:00 p.m., New York City time, on the
expiration date. We will return any outstanding
note that we do not accept for exchange to you
without expense promptly after the expiration
date. We will deliver the exchange notes
promptly after the expiration date and
acceptance of the outstanding notes for
exchange. Please read "Exchange Offer -- Terms
of the Exchange Offer."
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Fees and Expenses............. We will bear all expenses related to the
exchange offer. Please read "Exchange
Offer -- Fees and Expenses."
Use of Proceeds............... The issuance of the exchange notes will not
provide us with any new proceeds. We are making
this exchange offer solely to satisfy our
obligations under our registration rights
agreement.
Consequences of Failure to
Exchange Outstanding Notes.... If you do not exchange your outstanding notes
in this exchange offer, you will no longer be
able to require us to register the outstanding
notes under the Securities Act, except in the
limited circumstances provided under our
registration rights agreement. In addition, you
will not be able to resell, offer to resell or
otherwise transfer the outstanding notes unless
we have registered the outstanding notes under
the Securities Act, or unless you resell, offer
to resell or otherwise transfer them under an
exemption from the registration requirements
of, or in a transaction not subject to, the
Securities Act.
U.S. Federal Income Tax
Consequences.................. The exchange of exchange notes for outstanding
notes in the exchange offer should not be a
taxable event for U.S. federal income tax
purposes. Please read "Material Federal Income
Tax Consequences."
2
<PAGE>
Exchange Agent................ We have appointed Wachovia Bank, National
Association as exchange agent for the exchange
offer. You should direct questions and requests
for assistance and requests for additional
copies of this prospectus (including the letter
of transmittal) to the exchange agent addressed
as follows:
Wachovia Bank, National Association
Attn: Marsha Rice
Corporate Trust Operations -- NC1153
1525 West W.T. Harris Blvd., 3C3
Charlotte, North Carolina 28288.
Telephone: (704) 590-7413
Eligible institutions may make requests by
facsimile at (704) 590-7628.
TERMS OF THE EXCHANGE NOTES
The exchange notes will be identical to the outstanding notes, except that
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the exchange notes are registered under the Securities Act and will not have
restrictions on transfer, registration rights or provisions for additional
interest. The exchange notes will evidence the same debt as the outstanding
notes, and the same indenture will govern the exchange notes and the outstanding
notes.
The following summary contains basic information about the exchange notes
and is not intended to be complete. It does not contain all the information that
is important to you. For a more complete understanding of the exchange notes,
please read "Description of Exchange Notes."
Issuer........................ Enterprise Products Operating L.P.
Securities Offered............ $500,000,000 principal amount of 6.875% Series
B Senior Notes due 2033.
Interest Payment Dates........ Interest on the exchange notes will be paid
semi-annually in arrears on March 1 and
September 1 of each year, commencing September
1, 2003.
Maturity...................... March 1, 2033.
Guarantee..................... The exchange notes will be fully and
unconditionally guaranteed by Enterprise
Products Partners, as guarantor, on an
unsecured and unsubordinated basis.
Optional Redemption........... We may redeem the exchange notes for cash, in
whole, at any time, or in part, from time to
time, prior to maturity, at a redemption price
that includes accrued and unpaid interest and a
make-whole premium. Please read "Description of
Exchange Notes -- Optional Redemption."
Ranking....................... The exchange notes will be our unsecured and
unsubordinated obligations and will rank
equally with all of our other existing and
future senior unsubordinated indebtedness.
Please read "Description of Exchange
Notes -- Ranking."
Certain Covenants............. We issued the outstanding notes, and will issue
the exchange notes, under an indenture with
Wachovia Bank, National Association, as
trustee. The indenture covenants include a
limitation on liens and a restriction on
sale-leasebacks. Each covenant is subject to a
number of important exceptions,
3
<PAGE>
limitations and qualifications that are
described under "Description of Exchange
Notes -- Certain Covenants."
Transfer Restrictions; Absence
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of a Public Market for the
Notes......................... The exchange notes generally will be freely
transferable, but will also be new securities
for which there will not initially be a market.
We do not intend to make a trading market in
the exchange notes after the exchange offer,
and it is therefore unlikely that such a market
will exist for the exchange notes.
Form of Exchange Notes........ The exchange notes will be represented by one
global note. The global exchange note will be
deposited with the trustee, as custodian for
DTC.
The global exchange note will be shown on, and
transfers of such global exchange note will be
effected only through, records maintained in
book-entry form by DTC and its direct and
indirect participants.
Same-Day Settlement........... The exchange notes will trade in DTC's Same Day
Funds Settlement System until maturity or
redemption. Therefore, secondary market trading
activity in the exchange notes will be settled
in immediately available funds.
Trading....................... We do not expect to list the exchange notes for
trading on any securities exchange.
Trustee, Registrar and
Exchange Agent................ Wachovia Bank, National Association.
Governing Law................. The exchange notes and the indenture will be
governed by, and construed in accordance with,
the laws of the State of New York.
RISK FACTORS
Please read "Risk Factors," beginning on page 5 of this prospectus, for a
discussion of certain factors that you should consider before participating in
the exchange offer.
4
<PAGE>
RISK FACTORS
In addition to the other information set forth elsewhere or incorporated by
reference in this prospectus, you should consider carefully the risks described
below before deciding whether to participate in the exchange offer.
A DECREASE IN THE DIFFERENCE BETWEEN NGL PRODUCT PRICES AND NATURAL GAS PRICES
RESULTS IN LOWER MARGINS ON VOLUMES PROCESSED, WHICH WOULD ADVERSELY AFFECT
OUR PROFITABILITY.
The profitability of our operations depends upon the spread between NGL
product prices and natural gas prices. NGL product prices and natural gas prices
are subject to fluctuations in response to changes in supply, market uncertainty
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and a variety of additional factors that are beyond our control. These factors
include:
- the level of domestic production;
- the availability of imported oil and gas
- actions taken by foreign oil and gas producing nations;
- the availability of transportation systems with adequate capacity;
- the availability of competitive fuels;
- fluctuating and seasonal demand for oil, gas and NGLs; and
- conservation and the extent of governmental regulation of production and
the overall economic environment.
Our Processing segment is directly exposed to commodity price risks, as we
take title to NGLs and are obligated under certain of our gas processing
contracts to pay market value for the energy extracted from the natural gas
stream. We are exposed to various risks, primarily that of commodity price
fluctuations in response to changes in supply, market uncertainty and a variety
of additional factors that are beyond our control. These pricing risks cannot be
completely hedged or eliminated, and any attempt to hedge pricing risks may
expose us to financial losses.
A REDUCTION IN DEMAND FOR OUR PRODUCTS AND SERVICES BY THE PETROCHEMICAL,
REFINING OR HEATING INDUSTRIES, COULD ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS.
A reduction in demand for our products and services by the petrochemical,
refining or heating industries, whether because of general economic conditions,
reduced demand by consumers for the end products made with NGL products,
increased competition from petroleum-based products due to pricing differences,
adverse weather conditions, government regulations affecting prices and
production levels of natural gas or the content of motor gasoline or other
reasons, could adversely affect our results of operations. For example:
Ethane. If natural gas prices increase significantly in relation to
ethane prices, it may be more profitable for natural gas processors to
leave the ethane in the natural gas stream to be burned as fuel than to
extract the ethane from the mixed NGL stream for sale.
Propane. The demand for propane as a heating fuel is significantly
affected by weather conditions. Unusually warm winters will cause the
demand for propane to decline significantly and could cause a significant
decline in the volumes of propane that we extract and transport.
Isobutane. Any reduction in demand for motor gasoline in general or
MTBE in particular may similarly reduce demand for isobutane. During
periods in which the difference in market prices between isobutane and
normal butane is low or inventory values are high relative to current
prices for normal butane or isobutane, our operating margin from selling
isobutane will be reduced.
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MTBE. A number of states have either banned or currently are
considering legislation to ban MTBE. In addition, Congress is contemplating
a federal ban on MTBE, and several oil companies have taken an early
initiative to phase out the production of MTBE. If MTBE is banned or if its
use is significantly limited, the revenues and equity earnings we record
may be materially reduced or eliminated. For additional information
regarding MTBE, please read "Business and Properties -- Regulation and
Environmental Matters -- Impact of the Clean Air Act's oxygenated fuels
programs on our BEF investment" in our Annual Report on Form 10-K for the
year ended December 31, 2002.
Propylene. Any downturn in the domestic or international economy
could cause reduced demand for propylene, which could cause a reduction in
the volumes of propylene that we produce and expose our investment in
inventories of propane/propylene mix to pricing risk due to requirements
for short-term price discounts in the spot or short-term propylene markets.
Please read Items 1 and 2. "Business and Properties -- The Company's
Operations" in our Annual Report on Form 10-K/A for the year ended December 31,
2002 for a more detailed discussion of our operations.
A DECLINE IN THE VOLUME OF NGLS DELIVERED TO OUR FACILITIES COULD ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS.
Our profitability is materially impacted by the volume of NGLs processed at
our facilities. A material decrease in natural gas production of crude oil
refining, as a result of depressed commodity prices or otherwise, or a decrease
in imports of mixed butanes, could result in a decline in the volume of NGLs
delivered to our facilities for processing, thereby reducing revenue and
operating income.
OUR BUSINESS REQUIRES EXTENSIVE CREDIT RISK MANAGEMENT THAT MAY NOT BE
ADEQUATE TO PROTECT AGAINST CUSTOMER NONPAYMENT.
As a result of business failures, revelations of material
misrepresentations and related financial restatements by several large,
well-known companies in various industries over the last year, there have been
significant disruptions and extreme volatility in the financial markets and
credit markets. Because of the credit intensive nature of the energy industry
and troubling disclosures by some large, diversified energy companies, the
energy industry has been especially impacted by these developments, with the
rating agencies downgrading a number of large energy-related companies.
Accordingly, in this environment we are exposed to an increased level of credit
and performance risk with respect to our customers. If we fail to adequately
assess the creditworthiness of existing or future customers, unanticipated
deterioration in their creditworthiness could have an adverse impact on us.
ACQUISITIONS AND EXPANSIONS MAY AFFECT OUR BUSINESS BY SUBSTANTIALLY
INCREASING THE LEVEL OF OUR INDEBTEDNESS AND CONTINGENT LIABILITIES AND
INCREASING OUR RISKS OF BEING UNABLE TO EFFECTIVELY INTEGRATE THESE NEW
OPERATIONS.
From time to time, we evaluate and acquire assets and businesses that we
believe complement our existing operations. We may encounter difficulties
integrating these acquisitions with our existing businesses without a loss of
employees or customers, a loss of revenues, an increase in operating or other
costs or other difficulties. In addition, we may not be able to realize the
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