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Debt Obligations | 3 Months Ended
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Mar. 31, 2019
Debt Obligations [Abstract] |
Debt Obligations | DEBT OBLIGATIONS Parent Company Indebtedness The Parent Company’s indebtedness, including its senior notes, senior secured term loan and senior secured revolving credit facility, is secured by all of its and certain of its subsidiaries’ tangible and intangible assets. ET Term Loan Facility On January 15, 2019, ET paid in full all outstanding borrowings under its senior secured term loan agreement and thereafter terminated the term loan agreement. In connection with the termination of the term loan agreement, the collateral securing certain series of the Partnership’s outstanding senior notes was released in accordance with the terms of the applicable indentures governing such senior notes. Subsidiary Indebtedness ET-ETO Senior Notes Exchange In February 2019, ETO commenced offers to exchange all of ET’s outstanding senior notes for senior notes issued by ETO (the “ET-ETO senior notes exchange”). Approximately 97% of ET’s outstanding senior notes were tendered and accepted, and the exchanges settled on March 25, 2019. Following the exchange, the ET senior notes that were not tendered and remain outstanding were as follows: •$58 million aggregate principal amount of 7.50% senior notes due 2020; •$7 million aggregate principal amount of 4.25% senior notes due 2023; •$23 million aggregate principal amount of 5.875% senior notes due 2024; and •$44 million aggregate principal amount of 5.50% senior notes due 2027. In connection with the exchange, ETO issued approximately $4.21 billion aggregate principal amount of the following senior notes: •$1.13 billion aggregate principal amount of 7.50% senior notes due 2020; •$993 million aggregate principal amount of 4.25% senior notes due 2023; •$1.13 billion aggregate principal amount of 5.875% senior notes due 2024; and •$956 million aggregate principal amount of 5.50% senior notes due 2027. The senior notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the senior notes. The principal on the senior notes is payable upon maturity and interest is paid semi-annually. The senior notes rank equally in right of payment with ETO’s existing and future senior debt, and senior in right of payment to any future subordinated debt ETO may incur. The notes of each series will initially be fully and unconditionally guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis so long as it guarantees any of our other long-term debt. The guarantee for each series of notes ranks equally in right of payment with all of the existing and future senior debt of Sunoco Logistics Partners Operations L.P., including its senior notes. ETO Senior Notes Offering and Redemption In January 2019, ETO issued the following senior notes: •$750 million aggregate principal amount of 4.50% senior notes due 2024; •$1.50 billion aggregate principal amount of 5.25% senior notes due 2029; and •$1.75 billion aggregate principal amount of 6.25% senior notes due 2049. The senior notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the senior notes. The principal on the senior notes is payable upon maturity and interest is paid semi-annually. The senior notes rank equally in right of payment with ETO’s existing and future senior debt, and senior in right of payment to any future subordinated debt ETO may incur. The notes of each series will initially be fully and unconditionally guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis so long as it guarantees any of our other long-term debt. The guarantee for each series of notes ranks equally in right of payment with all of the existing and future senior debt of Sunoco Logistics Partners Operations L.P., including its senior notes. The $3.96 billion net proceeds from the offering were used to make an intercompany loan to ET (which ET used to repay its term loan in full), for general partnership purposes and to redeem at maturity all of the following: •ETO’s $400 million aggregate principal amount of 9.70% senior notes due March 15, 2019; •ETO’s $450 million aggregate principal amount of 9.00% senior notes due April 15, 2019; and •Panhandle’s $150 million aggregate principal amount of 8.125% senior notes due June 1, 2019. Bakken Senior Notes Offering In March 2019, Midwest Connector Capital Company LLC, a wholly-owned subsidiary of Dakota Access, LLC, issued the following senior notes related to the Bakken pipeline: •$650 million aggregate principal amount of 3.625% senior notes due 2022; •$1.00 billion aggregate principal amount of 3.90% senior notes due 2024; and •$850 million aggregate principal amount of 4.625% senior notes due 2029. The $2.48 billion in net proceeds from the offering were used to repay in full all amounts outstanding on the Bakken credit facility and the facility was terminated. Sunoco LP Senior Notes Offering In March 2019, Sunoco LP issued $600 million aggregate principal amount of 6.00% senior notes due 2027 in a private placement to eligible purchasers. The net proceeds from this offering were used to repay a portion of Sunoco LP’s existing borrowings under its credit facility. USAC Senior Notes Offering In March 2019, USAC issued $750 million aggregate principal amount of 6.875% senior unsecured notes due 2027 in a private placement to eligible purchasers. The net proceeds from this offering were used to repay a portion of USAC’s existing borrowings under its credit facility and for general partnership purposes. Credit Facilities and Commercial Paper ETO Five-Year Credit Facility ETO’s revolving credit facility (the “ETO Five-Year Credit Facility”) allows for unsecured borrowings up to $5.00 billion and matures on December 1, 2023. The ETO Five-Year Credit Facility contains an accordion feature, under which the total aggregate commitment may be increased up to $6.00 billion under certain conditions. As of March 31, 2019, the ETO Five-Year Credit Facility had $1.76 billion of outstanding borrowings, all of which was commercial paper. The amount available for future borrowings was $3.15 billion after taking into account letters of credit of $89 million. The weighted average interest rate on the total amount outstanding as of March 31, 2019 was 3.17%. ETO 364-Day Facility ETO’s 364-day revolving credit facility (the “ETO 364-Day Facility”) allows for unsecured borrowings up to $1.00 billion and matures on November 29, 2019. As of March 31, 2019, the ETO 364-Day Facility had no outstanding borrowings. Sunoco LP Credit Facility Sunoco LP maintains a $1.50 billion revolving credit facility (the “Sunoco LP Credit Facility”), which matures in July 2023. As of March 31, 2019, the Sunoco LP Credit Facility had $150 million of outstanding borrowings and $8 million in standby letters of credit. As of March 31, 2019 Sunoco LP had $1.34 billion of availability under the Sunoco LP Credit Facility. The weighted average interest rate on the total amount outstanding as of March 31, 2019 was 4.49%. USAC Credit Facility USAC maintains a $1.60 billion revolving credit facility (the “USAC Credit Facility”), which matures in April 2023. As of March 31, 2019, the USAC Credit Facility had $361 million of outstanding borrowings and no outstanding letters of credit. As of March 31, 2019, USAC had $1.24 billion of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $493 million under the USAC Credit Facility. The weighted average interest rate on the total amount outstanding as of March 31, 2019 was 5.17%. Compliance with Our Covenants We were in compliance with all requirements, tests, limitations, and covenants related to our respective credit agreements as of March 31, 2019.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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