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Debt Obligations

12 Months Ended

Dec. 31, 2019

DEBT OBLIGATIONS:

Our debt obligations consist of the following:



	December 31,
	2019		2018
Parent Company Indebtedness:
7.50% Senior Notes due October 15, 2020 ⁽¹⁾	$	52	$	1,187
4.25% Senior Notes due March 15, 2023	5		1,000
5.875% Senior Notes due January 15, 2024	23		1,150
5.50% Senior Notes due June 1, 2027	44		1,000
ET Senior Secured Term Loan	—		1,220
Unamortized premiums, discounts and fair value adjustments, net	—		(10		)
Deferred debt issuance costs	—		(27		)
	124		5,520

Subsidiary Indebtedness:
ETO Debt
9.70% Senior Notes due March 15, 2019	—		400
9.00% Senior Notes due April 15, 2019	—		450
5.50% Senior Notes due February 15, 2020 ⁽¹⁾	250		250
5.75% Senior Notes due September 1, 2020 ⁽¹⁾	400		400
4.15% Senior Notes due October 1, 2020 ⁽¹⁾	1,050		1,050
7.50% Senior Notes due October 15, 2020 ⁽¹⁾	1,135		—
4.40% Senior Notes due April 1, 2021	600		600
4.65% Senior Notes due June 1, 2021	800		800
5.20% Senior Notes due February 1, 2022	1,000		1,000
4.65% Senior Notes due February 15, 2022	300		300
5.875% Senior Notes due March 1, 2022	900		900
5.00% Senior Notes due October 1, 2022	700		700
3.45% Senior Notes due January 15, 2023	350		350
3.60% Senior Notes due February 1, 2023	800		800
4.25% Senior Notes due March 15, 2023	995		—
4.20% Senior Notes due September 15, 2023	500		500
4.50% Senior Notes due November 1, 2023	600		600
5.875% Senior Notes due January 15, 2024	1,127		—
4.90% Senior Notes due February 1, 2024	350		350
7.60% Senior Notes due February 1, 2024	277		277
4.25% Senior Notes due April 1, 2024	500		500
4.50% Senior Notes due April 15, 2024	750		—
9.00% Debentures due November 1, 2024	65		65
4.05% Senior Notes due March 15, 2025	1,000		1,000
5.95% Senior Notes due December 1, 2025	400		400
4.75% Senior Notes due January 15, 2026	1,000		1,000
3.90% Senior Notes due July 15, 2026	550		550
4.20% Senior Notes due April 15, 2027	600		600
5.50% Senior Notes due June 1, 2027	956		—
4.00% Senior Notes due October 1, 2027	750		750
4.95% Senior Notes due June 15, 2028	1,000		1,000
5.25% Senior Notes due April 15, 2029	1,500		—
8.25% Senior Notes due November 15, 2029	267		267



4.90% Senior Notes due March 15, 2035	500		500
6.625% Senior Notes due October 15, 2036	400		400
5.80% Senior Notes due June 15, 2038	500		500
7.50% Senior Notes due July 1, 2038	550		550
6.85% Senior Notes due February 15, 2040	250		250
6.05% Senior Notes due June 1, 2041	700		700
6.50% Senior Notes due February 1, 2042	1,000		1,000
6.10% Senior Notes due February 15, 2042	300		300
4.95% Senior Notes due January 15, 2043	350		350
5.15% Senior Notes due February 1, 2043	450		450
5.95% Senior Notes due October 1, 2043	450		450
5.30% Senior Notes due April 1, 2044	700		700
5.15% Senior Notes due March 15, 2045	1,000		1,000
5.35% Senior Notes due May 15, 2045	800		800
6.125% Senior Notes due December 15, 2045	1,000		1,000
5.30% Senior Notes due April 15, 2047	900		900
5.40% Senior Notes due October 1, 2047	1,500		1,500
6.00% Senior Notes due June 15, 2048	1,000		1,000
6.25% Senior Notes due April 15, 2049	1,750		—
Floating Rate Junior Subordinated Notes due November 1, 2066	546		546
ETO $2.00 billion Term Loan facility due October 2022	2,000		—
ETO $5.00 billion Revolving Credit Facility due December 2023	4,214		3,694
Unamortized premiums, discounts and fair value adjustments, net	(5	)	17
Deferred debt issuance costs	(207	)	(178	)
	42,120		32,288

Transwestern Debt
5.36% Senior Notes due December 9, 2020 ⁽¹⁾	175		175
5.89% Senior Notes due May 24, 2022	150		150
5.66% Senior Notes due December 9, 2024	175		175
6.16% Senior Notes due May 24, 2037	75		75
Deferred debt issuance costs	(1	)	(1	)
	574		574

Panhandle Debt
8.125% Senior Notes due June 1, 2019	—		150
7.60% Senior Notes due February 1, 2024	82		82
7.00% Senior Notes due July 15, 2029	66		66
8.25% Senior Notes due November 15, 2029	33		33
Floating Rate Junior Subordinated Notes due November 1, 2066	54		54
Unamortized premiums, discounts and fair value adjustments, net	11		14
	246		399




Bakken Project Debt
3.625% Senior Notes due April 1, 2022	650			—
3.90% Senior Notes due April 1, 2024	1,000			—
4.625% Senior Notes due April 1, 2029	850			—
Bakken $2.50 billion Credit Facility due August 2019	—			2,500
Unamortized premiums, discounts and fair value adjustments, net	(3		)	—
Deferred debt issuance costs	(16		)	(3		)
	2,481			2,497

Sunoco LP Debt
4.875% Senior Notes Due January 15, 2023	1,000			1,000
5.50% Senior Notes Due February 15, 2026	800			800
6.00% Senior Notes Due April 15, 2027	600			—
5.875% Senior Notes Due March 15, 2028	400			400
Sunoco LP $1.50 billion Revolving Credit Facility due July 2023	162			700
Lease-related obligations	135			107
Deferred debt issuance costs	(26		)	(23		)
	3,071			2,984

USAC Debt
6.875% Senior Notes due April 1, 2026	725			725
6.875% Senior Notes due September 1, 2027	750			—
USAC $1.60 billion Revolving Credit Facility due April 2023	403			1,050
Deferred debt issuance costs	(26		)	(16		)
	1,852			1,759

SemGroup Debt
HFOTCO Tax Exempt Notes due 2050	225			—
SemCAMS Revolver due February 25, 2024	92			—
SemCAMS Term Loan A due February 25, 2024	269			—
Unamortized premiums, discounts and fair value adjustments, net	1			—
Deferred debt issuance costs	(3		)	—
	584			—

Other	2			7
Total debt	51,054			46,028
Less: Current maturities of long-term debt	26			2,655
Long-term debt, less current maturities	$	51,028		$	43,373


⁽¹⁾	As of December 31, 2019, these notes were classified as long-term as management had the intent and ability to refinance the borrowings on a long-term basis. The notes were redeemed in January 2020.

The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude $279 million in unamortized premiums, fair value adjustments and deferred debt issuance costs, net:



2020	$	3,086
2021	1,412
2022	5,792
2023	8,965
2024	4,708
Thereafter	27,366
Total	$	51,329

Long-term debt reflected on our consolidated balance sheets includes fair value adjustments related to interest rate swaps, which represent fair value adjustments that had been recorded in connection with fair value hedge accounting prior to the termination of the interest rate swap.

Notes and Debentures

ET Senior Notes

The ET Senior Notes are the Parent Company’s senior obligations, ranking equally in right of payment with our other existing and future unsubordinated debt and senior to any of its future subordinated debt. The Parent Company’s obligations under the ET Senior Notes previously were secured on a first-priority basis with its obligations under the Revolver Credit Agreement and the ET Term Loan Facility, by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets, subject to certain exceptions and permitted liens. Subsequent to the termination of the Revolver Credit Agreement and the ET Term Loan Facility, the collateral securing the ET Senior Notes was released. The ET Senior Notes are not guaranteed by any of the Parent Company’s subsidiaries.

The covenants related to the ET Senior Notes include a limitation on liens, a limitation on transactions with affiliates, a restriction on sale-leaseback transactions and limitations on mergers and sales of all or substantially all of the Parent Company’s assets.

ETO Senior Notes

The ETO senior notes were registered under the Securities Act of 1933 (as amended). The Partnership may redeem some or all of the ETO senior notes at any time, or from time to time, pursuant to the terms of the indenture and related indenture supplements related to the ETO senior notes. The balance is payable upon maturity. Interest on the ETO senior notes is paid semi-annually.

The ETO senior notes are unsecured obligations of the Partnership and as a result, the ETO senior notes effectively rank junior to any future indebtedness of ours or our subsidiaries that is both secured and unsubordinated to the extent of the value of the assets securing such indebtedness, and the ETO senior notes effectively rank junior to all indebtedness and other liabilities of our existing and future subsidiaries.

ETO January 2020 Senior Notes Offering and Redemption

On January 22, 2020, ETO completed a registered offering (the “January 2020 Senior Notes Offering”) of $1 billion aggregate principal amount of ETO’s 2.900% Senior Notes due 2025, $1.5 billion aggregate principal amount of ETO’s 3.750% Senior Notes due 2030, and $2 billion aggregate principal amount of ETO’s 5.000% Senior Notes due 2050, (collectively, the “Notes”). The Notes are fully and unconditionally guaranteed by the Partnership’s wholly-owned subsidiary, Sunoco Logistics Partners Operations L.P., on a senior unsecured basis.

Utilizing proceeds from the January 2020 Senior Notes Offering, ETO redeemed its $400 million aggregate principal amount of 5.75% Senior Notes due September 1, 2020, its $1.05 billion aggregate principal amount of 4.15% Senior Notes due October 1, 2020, its $1.14 billion aggregate principal amount of 7.50% Senior Notes due October 15, 2020, its $250 million aggregate principal amount of 5.50% Senior Notes due February 15, 2020, ET’s $52 million aggregate principal amount of 7.50% Senior Notes due October 15, 2020 and Transwestern’s $175 million aggregate principal amount of 5.36% Senior Notes due December 9, 2020.

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 substantially all the exchanges settled on March 25, 2019. In connection with the exchange, ETO issued $4.21 billion aggregate principal amount of the following senior notes:

•$1.14 billion aggregate principal amount of 7.50% senior notes due 2020;

•$995 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.

2019 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 $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.

Panhandle Senior Notes Redemption

In June 2019, Panhandle’s $150 million aggregate principal amount of 8.125% senior notes matured and were repaid with borrowings under an affiliate loan agreement with ETO.

Bakken Senior Notes Offering

In March 2019, Midwest Connector Capital Company LLC, a wholly-owned subsidiary of Dakota Access, 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. In July 2019, Sunoco LP completed an exchange of these notes for registered notes with substantially identical terms.

USAC Senior Notes

In March 2019, USAC issued $750 million aggregate principal amount of 6.875% senior notes due 2027 in a private placement, and in December 2019, USAC exchanged those notes for substantially identical senior notes registered under the Securities Act. 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.

Transwestern Senior Notes

The Transwestern senior notes are redeemable at any time in whole or pro rata, subject to a premium or upon a change of control event or an event of default, as defined. The balance is payable upon maturity. Interest is paid semi-annually.

Term Loans, Credit Facilities and Commercial Paper

ET Term Loan Facility

On February 2, 2017, the Partnership entered into a Senior Secured Term Loan Agreement (the “Term Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto. The Term Credit Agreement had a scheduled maturity date of February 2, 2024, with an option for the Parent Company to extend the term subject to the terms and conditions set forth therein. The Term Credit Agreement contained an accordion feature, under which the total commitments may be increased, subject to the terms thereof. In connection with the Parent Company’s entry into the Senior Secured Term Loan Agreement on February 2, 2017, the Parent Company terminated its previous term loan agreements.

Pursuant to the Term Credit Agreement, the Term Lenders provided senior secured financing in an aggregate principal amount of $2.2 billion (the “Term Loan Facility”). Under the Term Credit Agreement, the obligations of the Parent Company were secured by a lien on substantially all of the Parent Company’s and certain of its subsidiaries’ tangible and intangible assets.

Interest accrued on advances at a LIBOR rate or a base rate, based on the election of the Parent Company for each interest period, plus an applicable margin.

On January 15, 2019, Energy Transfer LP 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.

ETO Term Loan

On October 17, 2019, ETO entered into a term loan credit agreement (the “ETO Term Loan”) providing for a $2.00 billion three-year term loan credit facility. Borrowings under the term loan agreement mature on October 17, 2022 and are available for working capital purposes and for general partnership purposes. The term loan agreement is unsecured and is guaranteed by our subsidiary, Sunoco Logistics Partners Operations L.P.

As of December 31, 2019, the ETO Term Loan had $2.00 billion outstanding and was fully drawn. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 2.78%.

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 December 31, 2019, the ETO Five-Year Credit Facility had $4.21 billion outstanding, of which $1.64 billion was commercial paper. The amount available for future borrowings was $709 million after taking into account letters of credit of $77 million. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 2.88%.

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 27, 2020. As of December 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”). As of December 31, 2019, the Sunoco LP Credit Facility had $162 million outstanding borrowings and $8 million in standby letters of credit. The amount available for future borrowings was $1.33 billion at December 31, 2019. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 3.75%.

USAC Credit Facility

USAC maintains a $1.60 billion revolving credit facility (the “USAC Credit Facility”), which matures on April 2, 2023 and

permits up to $400 million of future increases in borrowing capacity. As of December 31, 2019, USAC had $403 million of outstanding borrowings and no outstanding letters of credit under the credit agreement. As of December 31, 2019, USAC had $1.2 billion of availability under its credit facility. The weighted average interest rate on the total amount outstanding as of December 31, 2019 was 4.31%.

SemCAMS Credit Facilities

SemCAMS is party to a credit agreement providing for a C$350 million (US$270 million at the December 31, 2019 exchange rate) senior secured term loan facility, a C$525 million (US$404 million at the December 31, 2019 exchange rate) senior secured revolving credit facility, and a C$300 million (US$231 million at the December 31, 2019 exchange rate) senior secured construction loan facility (the “KAPS Facility”). The term loan facility and the revolving credit facility mature on February 25, 2024. The KAPS Facility matures on June 13, 2024. SemCAMS may incur additional term loans and revolving commitments in an aggregate amount not to exceed C$250 million (US$193 million at the December 31, 2019 exchange rate), subject to receiving commitments for such additional term loans or revolving commitments from either new lenders or increased commitments from existing lenders.

Covenants Related to Our Credit Agreements

Covenants Related to the Parent Company

The Term Loan Facility and ET Revolving Credit Facility contain customary representations, warranties, covenants and events of default, including a change of control event of default and limitations on incurrence of liens, new lines of business, merger, transactions with affiliates and restrictive agreements.

The Term Loan Facility and ET Revolving Credit Facility contain financial covenants as follows:


•	Maximum Leverage Ratio – Consolidated Funded Debt (as defined therein) of the Parent Company to Consolidated EBITDA (as defined therein) of the Parent Company of not more than 6.0 to 1, with a permitted increase to 7 to 1 during a specified acquisition period following the close of a specified acquisition; and


•	Consolidated EBITDA (as defined therein) to interest expense of not less than 1.5 to 1.

Covenants Related to ETO

The agreements relating to the ETO senior notes contain restrictive covenants customary for an issuer with an investment-grade rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions.

The ETO Credit Facilities contain covenants that limit (subject to certain exceptions) the Partnership’s and certain of the Partnership’s subsidiaries’ ability to, among other things:


•	incur indebtedness;


•	grant liens;


•	enter into mergers;


•	dispose of assets;


•	make certain investments;


•	make Distributions (as defined in the ETO Credit Facilities) during certain Defaults (as defined in the ETO Credit Facilities) and during any Event of Default (as defined in the ETO Credit Facilities);


•	engage in business substantially different in nature than the business currently conducted by the Partnership and its subsidiaries;


•	engage in transactions with affiliates; and


•	enter into restrictive agreements.

The ETO Credit Facilities applicable margin and rate used in connection with the interest rates and commitment fees, respectively, are based on the credit ratings assigned to our senior, unsecured, non-credit enhanced long-term debt. The applicable margin for eurodollar rate loans under the ETO Five-Year Facility ranges from 1.125% to 2.000% and the applicable margin for base rate loans ranges from 0.125% to 1.000%. The applicable rate for commitment fees under the ETO Five-Year Facility ranges from 0.125% to 0.300%. The applicable margin for eurodollar rate loans under the ETO 364-Day Facility

ranges from 1.250% to 1.750% and the applicable margin for base rate loans ranges from 0.250% to 0.750%. The applicable rate for commitment fees under the ETO 364-Day Facility ranges from 0.125% to 0.225%.

The ETO Credit Facilities contain various covenants including limitations on the creation of indebtedness and liens, and related to the operation and conduct of our business. The ETO Credit Facilities also limit us, on a rolling four quarter basis, to a maximum Consolidated Funded Indebtedness to Consolidated EBITDA ratio, as defined in the underlying credit agreements, of 5.0 to 1, which can generally be increased to 5.5 to 1 during a Specified Acquisition Period. Our Leverage Ratio was 4.04 to 1 at December 31, 2019, as calculated in accordance with the credit agreements.

The agreements relating to the Transwestern senior notes contain certain restrictions that, among other things, limit the incurrence of additional debt, the sale of assets and the payment of dividends and specify a maximum debt to capitalization ratio.

Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities could require us to pay debt balances prior to scheduled maturity and could negatively impact the Partnership’s or our subsidiaries’ ability to incur additional debt and/or our ability to pay distributions to Unitholders.

Covenants Related to Panhandle

Panhandle is not party to any lending agreement that would accelerate the maturity date of any obligation due to a failure to maintain any specific credit rating, nor would a reduction in any credit rating, by itself, cause an event of default under any of Panhandle’s lending agreements.

Panhandle’s restrictive covenants include restrictions on liens securing debt and guarantees and restrictions on mergers and on the sales of assets. A breach of any of these covenants could result in acceleration of Panhandle’s debt.

Covenants Related to Sunoco LP

The Sunoco LP Credit Facility contains various customary representations, warranties, covenants and events of default, including a change of control event of default, as defined therein. Sunoco LP’s Credit Facility requires Sunoco LP to maintain a Net Leverage Ratio of not more than 5.5 to 1. The maximum Net Leverage Ratio is subject to upwards adjustment of not more than 6.0 to 1 for a period not to exceed three fiscal quarters in the event Sunoco LP engages in certain specified acquisitions of not less than $50 million (as permitted under Sunoco LP’s Credit Facility agreement). The Sunoco LP Credit Facility also requires Sunoco LP to maintain an Interest Coverage Ratio (as defined in the Sunoco LP’s Credit Facility agreement) of not less than 2.25 to 1.

Covenants Related to USAC

The USAC Credit Facility contains covenants that limit (subject to certain exceptions) USAC’s ability to, among other things:


•	grant liens;


•	make certain loans or investments;


•	incur additional indebtedness or guarantee other indebtedness;


•	merge or consolidate;


•	sell our assets; or


•	make certain acquisitions.

The credit facility is also subject to the following financial covenants, including covenants requiring us to maintain:


•	a minimum EBITDA to interest coverage ratio of 2.5 to 1.0, determined as of the last day of each fiscal quarter; and

•

a maximum funded debt to EBITDA ratio, determined as of the last day of each fiscal quarter, for the annualized trailing three months of (i) 5.5 to 1 through the end of the fiscal quarter ending December 31, 2019 and (ii) 5.0 to 1.0 thereafter, in each case subject to a provision for increases to such thresholds by 0.50 in connection with certain future acquisitions for the six consecutive month period following the period in which any such acquisition occurs.

Covenants Related to the HFOTCO Tax Exempt Notes

The indentures covering HFOTCO's tax exempt notes due 2050 ("IKE Bonds") include customary representations and warranties and affirmative and negative covenants. Such covenants include limitations on the creation of new liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making

material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to certain credit or organizational agreements, modifying the fiscal year, creating or dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, funding or engaging in sanctioned activities, taking actions or causing the trustee to take actions that materially adversely affect the rights, interests, remedies or security of the bondholders, taking actions to remove the trustee, making certain amendments to the bond documents, and taking actions or omitting to take actions that adversely impact the tax exempt status of the IKE Bonds.

Compliance With Our Covenants

Failure to comply with the various restrictive and affirmative covenants of our revolving credit facilities and note agreements could require us or our subsidiaries to pay debt balances prior to scheduled maturity and could negatively impact the subsidiaries ability to incur additional debt and/or our ability to pay distributions.

We and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of December 31, 2019.