Filed Pursuant to Rule 433
Registration No. 333-145709
Registration No. 333-145709-01
September 24, 2009
Registration No. 333-145709
Registration No. 333-145709-01
September 24, 2009
PRICING TERM SHEET
5.25% Senior Notes due 2020
6.125% Senior Notes due 2039
6.125% Senior Notes due 2039
| Issuer: | Enterprise Products Operating LLC |
|
| Guarantee: | Unconditionally guaranteed by Enterprise
Products Partners L.P. |
|
| Ratings*: | Baa3 by Moody’s Investors Service, Inc. |
|
BBB- by Standard & Poor’s Ratings Services |
||
BBB- by Fitch Ratings |
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| Trade Date: | September 24, 2009 |
|
| Expected Settlement Date: | October 5, 2009 (T+7) |
|
| Note Type: | Senior Unsecured Notes |
|
| Legal Format: | SEC Registered |
|
| Size: | $500,000,000 for the 2020 Notes |
|
$600,000,000 for the 2039 Notes |
||
| Maturity Date: | January 31, 2020 for the 2020 Notes |
|
October 15, 2039 for the 2039 Notes |
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| Coupon: | 5.25% for the 2020 Notes |
|
6.125% for the 2039 Notes |
||
| Interest Payment Dates: | January 31 and July 31 for the 2020 Notes,
commencing January 31, 2010 |
|
April 15 and October 15 for the 2039 Notes,
commencing April 15, 2010 |
| Benchmark Treasury: | 3.625% due August 15, 2019 |
|
4.25% due May 15, 2039 |
||
| Benchmark Treasury Yield: | 3.383% for the 2020 Notes |
|
4.170% for the 2039 Notes |
||
| Spread to Benchmark Treasury: | + 195 bps for the 2020 Notes |
|
+ 200 bps for the 2039 Notes |
||
| Yield: | 5.333% for the 2020 Notes |
|
6.170% for the 2039 Notes |
||
| Price to Public: | 99.355% for the 2020 Notes |
|
99.386% for the 2039 Notes |
||
| Net Proceeds: | $1,084,291,000 |
|
| Make-Whole Call: | T + 30 bps for the 2020 Notes |
|
T + 35 bps for the 2039 Notes |
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| CUSIP: | 29379VAF0 for the 2020 Notes |
|
29379VAG8 for the 2039 Notes |
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| ISIN: | US29379VAF04 for the 2020 Notes |
|
US29379VAG86 for the 2039 Notes |
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| Joint Book-Running Managers: | J.P. Morgan Securities Inc. |
|
Banc of America Securities LLC |
||
BNP Paribas Securities Corp. |
||
Morgan Stanley & Co. Incorporated |
||
Mizuho Securities USA Inc. |
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| Co- Managers: | RBS Securities Inc. |
|
Scotia Capital (USA) Inc. |
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SunTrust Robinson Humphrey, Inc. |
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Wells Fargo Securities, LLC |
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Daiwa Securities America Inc. |
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Deutsche Bank Securities Inc. |
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DnB NOR Markets, Inc. |
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ING Financial Markets LLC |
||
UBS Securities LLC |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus
in that registration statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering. You may get these documents for free
by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter
or any dealer participating in the offering will arrange to send you the prospectus if you request
it by calling J.P. Morgan Securities Inc. at 212-834-4533, Banc of America Securities LLC at
800-294-1322, BNP Paribas Securities Corp. at 800-854-5674, Morgan Stanley & Co. Incorporated at
866-718-1649 or Mizuho Securities USA Inc. toll-free at 866-271-7403.