DEBT DEBT (Notes)

9 Months Ended

Sep. 30, 2019

DEBT

The following table sets forth our consolidated debt for the periods indicated:



	September 30, 2019			December 31, 2018
	(Thousands of dollars)
Commercial paper outstanding	$	—		$	—
Senior unsecured obligations:
$500,000 at 8.625% due March 2019	—			500,000
$300,000 at 3.8% due March 2020	—			300,000
$1,500,000 term loan, variable rate, due November 2021	1,250,000			550,000
$700,000 at 4.25% due February 2022	547,397			547,397
$900,000 at 3.375% due October 2022	900,000			900,000
$425,000 at 5.0% due September 2023	425,000			425,000
$500,000 at 7.5% due September 2023	500,000			500,000
$500,000 at 2.75% due September 2024	500,000			—
$500,000 at 4.9% due March 2025	500,000			500,000
$500,000 at 4.0% due July 2027	500,000			500,000
$800,000 at 4.55% due July 2028	800,000			800,000
$100,000 at 6.875% due September 2028	100,000			100,000
$700,000 at 4.35% due March 2029	700,000			—
$750,000 at 3.4% due September 2029	750,000			—
$400,000 at 6.0% due June 2035	400,000			400,000
$600,000 at 6.65% due October 2036	600,000			600,000
$600,000 at 6.85% due October 2037	600,000			600,000
$650,000 at 6.125% due February 2041	650,000			650,000
$400,000 at 6.2% due September 2043	400,000			400,000
$700,000 at 4.95% due July 2047	700,000			700,000
$1,000,000 at 5.2% due July 2048	1,000,000			450,000
$750,000 at 4.45% due September 2049	750,000			—
Guardian Pipeline
Weighted average 7.85% due December 2022	23,220			28,957
Total debt	12,595,617			9,451,354
Unamortized portion of terminated swaps	15,461			16,750
Unamortized debt issuance costs and discounts	(123,976		)	(87,120		)
Current maturities of long-term debt	(7,650		)	(507,650		)
Long-term debt	$	12,479,452		$	8,873,334

$2.5 Billion Credit Agreement - In May 2019, we extended the term of our $2.5 Billion Credit Agreement by one year to June 2024. Our $2.5 Billion Credit Agreement is a revolving credit facility and contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining a ratio of indebtedness to adjusted EBITDA (EBITDA, as defined in our $2.5 Billion Credit Agreement, adjusted for all noncash charges and increased for projected EBITDA from certain lender-approved capital expansion projects) of no more than 5.0 to 1 at September 30, 2019. If we consummate one or more acquisitions in which the aggregate purchase is $25 million or more, the allowable ratio of indebtedness to adjusted EBITDA will increase to 5.5 to 1 for the quarter in which the acquisition is completed and the two following quarters. Thereafter, the covenant will decrease to 5.0 to 1. At September 30, 2019, we had no borrowings outstanding, our ratio of indebtedness to adjusted EBITDA was 4.2 to 1, and we were in compliance with all covenants under our $2.5 Billion Credit Agreement.

Debt Issuances - In August 2019, we completed an underwritten public offering of $2.0 billion senior unsecured notes consisting of $500 million, 2.75% senior notes due 2024; $750 million, 3.4% senior notes due 2029; and $750 million, 4.45% senior notes due 2049. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, were $1.97 billion. A portion of the proceeds were, and the remainder will be, used for general corporate purposes, including repayment of existing indebtedness and funding capital expenditures.

In March 2019, we completed an underwritten public offering of $1.25 billion senior unsecured notes consisting of $700 million, 4.35% senior notes due 2029 and an additional issuance of $550 million of our existing 5.2% senior notes due 2048. The net proceeds, after deducting underwriting discounts, commissions and offering expenses, and exclusive of accrued interest, were $1.23 billion. The proceeds were used for general corporate purposes, including repayment of existing indebtedness and funding capital expenditures.

In November 2018, we entered into our $1.5 Billion Term Loan Agreement with a syndicate of banks, which was fully drawn as of June 30, 2019. We repaid $250 million of our outstanding balance in August 2019 and have $1.25 billion drawn as of September 30, 2019. Our $1.5 Billion Term Loan Agreement matures in November 2021 and bears interest at LIBOR plus 112.5 basis points based on our current credit ratings. The agreement contains substantially the same covenants as those contained in our $2.5 Billion Credit Agreement. The proceeds were used for general corporate purposes, including repayment of existing indebtedness and funding capital expenditures.

Debt Repayments - In September 2019, we redeemed our $300 million, 3.8% senior notes due March 2020 at a redemption price of $308.0 million, including the outstanding principal, plus accrued and unpaid interest, with cash on hand from our public offering of $2.0 billion senior unsecured notes in August 2019. In connection with this early redemption, we incurred a $2.7 million loss on extinguishment of debt, which is included in other expense in our Consolidated Statements of Income for the three and nine months ended September 30, 2019.

In August 2019, we repaid $250 million of our $1.5 Billion Term Loan Agreement with cash on hand.

In March 2019, we repaid our $500 million, 8.625% senior notes at maturity with a combination of cash on hand and short-term borrowings.

For additional discussion of our $2.5 Billion Credit Agreement and our $1.5 Billion Term Loan Agreement, see Note F of the Notes to Consolidated Financial Statements in our Annual Report.