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Debt Obligations | 12 Months Ended
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Dec. 31, 2020
Debt Disclosure [Abstract] |
Debt Obligations | Note 8 — Debt Obligations
|  | December 31, 2020 |  |  | December 31, 2019 |
Current: |  |  |  |  |  |  |  |
Obligations of the Partnership: (1) |  |  |  |  |  |  |  |
Accounts receivable securitization facility, due April 2021 (2) |  | $ | 350.0 |  |  | $ | 370.0 |
TPL notes, 4¾% fixed rate, due November 2021 (5) |  |  | 6.5 |  |  |  | — |
|  |  | 356.5 |  |  |  | 370.0 |
Debt issuance costs, net of amortization |  |  | — |  |  |  | — |
Finance lease liabilities |  |  | 12.1 |  |  |  | 12.2 |
Current debt obligations |  |  | 368.6 |  |  |  | 382.2 |
Long-term: |  |  |  |  |  |  |  |
TRC obligations: |  |  |  |  |  |  |  |
TRC Senior secured revolving credit facility, variable rate, due June 2023 (3) |  |  | 555.0 |  |  |  | 435.0 |
Obligations of the Partnership: (1) |  |  |  |  |  |  |  |
Senior secured revolving credit facility, variable rate, due June 2023 (4) |  |  | 280.0 |  |  |  | — |
Senior unsecured notes: |  |  |  |  |  |  |  |
5¼% fixed rate, due May 2023 |  |  | — |  |  |  | 559.6 |
4¼% fixed rate, due November 2023 |  |  | 583.9 |  |  |  | 583.9 |
6¾% fixed rate, due March 2024 |  |  | — |  |  |  | 580.1 |
5⅛% fixed rate, due February 2025 |  |  | 481.0 |  |  |  | 500.0 |
5⅞% fixed rate, due April 2026 |  |  | 963.2 |  |  |  | 1,000.0 |
5⅜% fixed rate, due February 2027 |  |  | 468.1 |  |  |  | 500.0 |
5% fixed rate, due January 2028 |  |  | 700.3 |  |  |  | 750.0 |
6½% fixed rate, due July 2027 |  |  | 705.2 |  |  |  | 750.0 |
6⅞% fixed rate, due January 2029 |  |  | 679.3 |  |  |  | 750.0 |
5½% fixed rate, due March 2030 |  |  | 949.6 |  |  |  | 1,000.0 |
4⅞% fixed rate, due February 2031 |  |  | 1,000.0 |  |  |  | — |
TPL notes, 4¾% fixed rate, due November 2021 (5) |  |  | — |  |  |  | 6.5 |
TPL notes, 5⅞% fixed rate, due August 2023 (5) |  |  | 48.1 |  |  |  | 48.1 |
Unamortized premium |  |  | 0.2 |  |  |  | 0.3 |
|  |  | 7,413.9 |  |  |  | 7,463.5 |
Debt issuance costs, net of amortization |  |  | (45.5 | ) |  |  | (49.1 | )
Finance lease liabilities |  |  | 18.7 |  |  |  | 25.8 |
Long-term debt |  |  | 7,387.1 |  |  |  | 7,440.2 |
Total debt obligations |  | $ | 7,755.7 |  |  | $ | 7,822.4 |
Irrevocable standby letters of credit: |  |  |  |  |  |  |  |
Letters of credit outstanding under the TRC Senior secured credit facility (3) |  | $ | — |  |  | $ | — |
Letters of credit outstanding under the Partnership senior secured revolving credit facility (4) |  |  | 44.4 |  |  |  | 88.2 |
|  | $ | 44.4 |  |  | $ | 88.2 |
(1) | While we consolidate the debt of the Partnership in our financial statements, we do not have the obligation to make interest payments or debt payments with respect to the debt of the Partnership.
(2) | As of December 31, 2020, the Partnership had $350.0 million of qualifying receivables under its $350.0 million Securitization Facility, resulting in zero availability.
(3) | As of December 31, 2020, availability under TRC’s $670.0 million senior secured revolving credit facility (“TRC Revolver”) was $115.0 million.
(4) | As of December 31, 2020, availability under the Partnership’s $2.2 billion senior secured revolving credit facility (“TRP Revolver”) was $1,875.6 million.
(5) | “TPL” refers to Targa Pipeline Partners LP.
The following table shows the range of interest rates and weighted average interest rate incurred on our variable-rate debt obligations during the year ended December 31, 2020:
|  | Range of Interest Rates Incurred |  | Weighted Average Interest Rate Incurred |
TRC Revolver |  | 1.9% - 3.5% |  | 2.3% |
TRP Revolver |  | 1.9% - 6.0% |  | 2.2% |
Partnership's Securitization Facility |  | 1.5% - 2.7% |  | 2.0% |
Compliance with Debt Covenants As of December 31, 2020, we were in compliance with the covenants contained in our various debt agreements. Debt Obligations TRC Credit Agreement The TRC Revolver, which has a maturity date of June 2023, provides available commitments up to $670.0 million and allows us to request up to $200.0 million in additional commitments. The TRC Revolver bears interest costs that are dependent on the consolidated leverage ratio of non-Partnership consolidated funded indebtedness to consolidated Adjusted EBITDA, as defined in the TRC Revolver. We are required to pay a commitment fee ranging from 0.375% to 0.5% (dependent upon the Company’s consolidated leverage ratio) on the daily average unused portion of the TRC Revolver. Loans under the TRC Revolver bear interest at either a base rate or LIBOR (at our option) plus (i) for revolving loans, a margin of 0.75% to 1.75% (in the case of base rate loans) or 1.75% to 2.75% (in the case of LIBOR loans), in each case based on our consolidated leverage ratio and (ii) for term loans, 3.75% (in the case of base rate loans) or 4.75% (in the case of LIBOR loans). The TRC Revolver is secured by a pledge of the Company’s equity interests in the Partnership and requires us to maintain a consolidated leverage ratio (the ratio of consolidated funded non-partnership indebtedness to consolidated Adjusted EBITDA) of no more than 4.00 to 1.00 for each fiscal quarter. The TRC Revolver restricts our ability to pay dividends to shareholders if, on a pro forma basis after giving effect to such dividend, (a) any default or event of default has occurred and is continuing or (b) we are not in compliance with our consolidated leverage ratio as of the last day of the most recent test period. In addition, it includes various covenants that may limit, among other things, our ability to incur indebtedness, grant liens, make investments, repay or amend the terms of certain other indebtedness, merge or consolidate, sell assets, and engage in transactions with affiliates. The Partnership’s Revolving Credit Facility The TRP Revolver, which has a maturity date of June 2023, provides available commitments up to $2.2 billion and allows the Partnership to request up to $500.0 million in additional commitments. The TRP Revolver provides for certain changes to occur upon the Partnership receiving an investment grade credit rating from Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”), including the release of the security interests in all collateral at the request of the Partnership. The TRP Revolver bears interest, at the Partnership’s option, either at the base rate or the Eurodollar rate. The base rate is equal to the highest of: (i) Bank of America’s prime rate; (ii) the federal funds rate plus 0.5%; or (iii) the one-month LIBOR rate plus 1.0%, plus an applicable margin (a) before the collateral release date, ranging from 0.25% to 1.25% dependent on the Partnership’s ratio of consolidated funded indebtedness to consolidated Adjusted EBITDA and (b) upon and after the collateral release date, ranging from 0.125% to 0.75% dependent on the Partnership’s non-credit-enhanced senior unsecured long-term debt ratings. The Eurodollar rate is equal to LIBOR rate plus an applicable margin (i) before the collateral release date, ranging from 1.25% to 2.25% dependent on the Partnership’s ratio of consolidated funded indebtedness to consolidated Adjusted EBITDA and (ii) upon and after the collateral release date, ranging from 1.125% to 1.75% dependent on the Partnership’s non-credit-enhanced senior unsecured long-term debt ratings. The Partnership is required to pay a commitment fee equal to an applicable rate ranging from (a) before the collateral release date, 0.25% to 0.375% (dependent on the Partnership’s ratio of consolidated funded indebtedness to consolidated Adjusted EBITDA) and (b) upon and after the collateral release date, 0.125% to 0.35% (dependent on the Partnership’s non-credit-enhanced senior unsecured long-term debt ratings), in each case, times the actual daily average unused portion of the TRP Revolver. Additionally, issued and undrawn letters of credit bear interest at an applicable margin (i) before the collateral release date, ranging from 1.25% to 2.25% dependent on the Partnership’s ratio of consolidated funded indebtedness to consolidated Adjusted EBITDA and (ii) upon and after the collateral release date, ranging from 1.125% to 1.75% dependent on the Partnership’s non-credit-enhanced senior unsecured long-term debt ratings. The TRP Revolver is collateralized by a pledge of assets and equity from certain of the Partnership’s subsidiaries. Borrowings are guaranteed by the Partnership’s restricted subsidiaries. The TRP Revolver requires the Partnership to maintain a total leverage ratio (the ratio of consolidated indebtedness to the Partnership’s consolidated Adjusted EBITDA, in each case as defined in the TRP Revolver), determined as of the last day of each quarter for the four-fiscal quarter period ending on the date of determination, of no more than (a) before the collateral release date, 5.50 to 1.00 and (b) upon and after the collateral release date, 5.25 to 1.00 (or 5.50 to 1.00 during a specified acquisition period). The TRP Revolver also requires the Partnership to maintain an interest coverage ratio of no less than 2.25 to 1.00 determined as of the last day of each quarter for the four-fiscal quarter period ending on the date of determination. For any four-fiscal quarter period during which a material acquisition or disposition occurs, the total leverage ratio and interest coverage ratio will be determined on a pro forma basis as though such event had occurred as of the first day of such four-fiscal quarter period. The TRP Revolver restricts the Partnership’s ability to make distributions of available cash to unitholders if a default or an event of default (as defined in the TRP Revolver) exists or would result from such distribution. In addition, the TRP Revolver contains various covenants that may limit, among other things, the Partnership’s ability to incur indebtedness, grant liens, make investments, repay or amend the terms of certain other indebtedness, merge or consolidate, sell assets, and engage in transactions with affiliates (in each case, subject to the Partnership’s right to incur indebtedness or grant liens in connection with, and convey accounts receivable as part of, a permitted receivables financing, the aggregate principal of which shall not exceed $400,000,000). On June 7, 2019, the Partnership entered into the First Amendment to the TRP Revolver (the “First Amendment”). The First Amendment, among other things, amended the TRP Revolver to (a) increase the maximum percentage of Consolidated EBITDA attributable to Material Project EBITDA Adjustments from 20% to 30% solely for the fiscal periods from and including the fiscal period ending June 30, 2019 until and including the fiscal period ending June 30, 2020, after which time the maximum percentage of Consolidated EBITDA attributable to Material Project EBITDA Adjustments shall revert to 20% of Consolidated EBITDA and (b) include in the calculation of Consolidated EBITDA for a period certain cash distributions received by the Partnership (or and of its consolidated restricted subsidiaries) from unrestricted subsidiaries (or entities that are not subsidiaries) after the end of such period but on or prior to the date that TRP calculates Consolidated EBITDA for such period. The Partnership’s Accounts Receivable Securitization Facility In the second quarter of 2020, we amended the Securitization Facility to decrease the facility size from $400.0 million to $250.0 million and extend the facility termination date to April 21, 2021. Subsequently, in the fourth quarter of 2020, we amended the Partnership’s Securitization Facility to increase the facility size to $350.0 million to more closely align with the borrowing base availability under the Securitization Facility. As of December 31, 2020, total funding under the Securitization Facility was $350.0 million. The Securitization Facility provides up to $350.0 million of borrowing capacity at LIBOR market index rates plus a margin through April 21, 2021. Under the Securitization Facility, certain Partnership subsidiaries sell or contribute certain qualifying receivables, without recourse, to another of its consolidated subsidiaries (Targa Receivables LLC or “TRLLC”), a special purpose consolidated subsidiary created for the sole purpose of the Securitization Facility. TRLLC, in turn, sells an undivided percentage ownership in the eligible receivables to third-party financial institutions. Sold or contributed receivables up to the amount of the outstanding debt under the Securitization Facility are not available to satisfy the claims of the creditors of the selling or contributing subsidiaries or the Partnership. Any excess receivables are eligible to satisfy the claims. The Partnership’s Senior Unsecured Notes All issues of senior unsecured notes are pari passu with existing and future senior indebtedness. They are senior in right of payment to any of our future subordinated indebtedness and are unconditionally guaranteed by the Partnership and the Partnership’s restricted subsidiaries. These notes are effectively subordinated to all secured indebtedness under the TRP Revolver and the Partnership’s Securitization Facility, which is secured by accounts receivable pledged under the facility, to the extent of the value of the collateral securing that indebtedness. Interest on all issues of senior unsecured notes is payable semi-annually in arrears. The Partnership’s senior unsecured notes and associated indenture agreements restrict the Partnership’s ability to make distributions to unitholders in the event of default (as defined in the indentures). The indentures also restrict the Partnership’s ability and the ability of certain of its subsidiaries to: (i) incur additional debt or enter into sale and leaseback transactions; (ii) pay certain distributions on or repurchase equity interests (only if such distributions do not meet specified conditions); (iii) make certain investments; (iv) incur liens; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer and sell assets. These covenants are subject to a number of important exceptions and qualifications. If at any time when the notes are rated investment grade by either Moody’s or S&P and no Default or Event of Default (each as defined in the indentures) has occurred and is continuing, many of such covenants will terminate and the Partnership and its subsidiaries will cease to be subject to such covenants. The Partnership may redeem the senior unsecured notes, in whole or in part, at any time prior to their maturity at a redemption price equal to the principal amount plus an applicable make-whole premium, plus accrued and unpaid interest and liquidation damages, if any, to the redemption date, as specified in the indenture of each series. The Partnership may also redeem up to 35% of the aggregate principal amount of each series of notes at the redemption dates and prices set forth in the indentures plus accrued and unpaid interest and liquidation damages, if any, to the redemption date with the net cash proceeds of one or more equity offerings, provided that: (i) at least 65% of the aggregate principal amount of each of the notes (excluding notes held by us) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. The Partnership may also redeem all or part of each of the series of senior unsecured notes on or after the redemption dates as specified in the indenture of each series at the redemption prices as specified in the indenture of each series plus accrued and unpaid interest to the redemption date and liquidation damages, if any, on the notes redeemed. Senior Unsecured Notes Issuances In April 2018, the Partnership issued $1.0 billion aggregate principal amount of 5⅞% senior notes due April 2026. The Partnership used net proceeds of $991.9 million after costs from this offering to repay borrowings under the TRP Revolver and for general partnership purposes. In January 2019, the Partnership issued $750.0 million of 6½% Senior Notes due July 2027 and $750.0 million of 6⅞% Senior Notes due January 2029, resulting in total net proceeds of $1,486.6 million. The net proceeds from the issuance were used to redeem in full the Partnership’s outstanding 4⅛% Senior Notes due 2019 at par value plus accrued interest through the redemption date, with the remainder used for general partnership purposes, which included repayment of borrowings under the TRP Revolver. In November 2019, the Partnership issued $1.0 billion aggregate principal amount of 5½% Senior Notes due March 2030, resulting in net proceeds of $990.8 million. The net proceeds from the issuance were used to repay borrowings under the TRP Revolver and for general partnership purposes. In August 2020, the Partnership issued $1.0 billion aggregate principal amount of 4⅞% Senior Notes due 2031 (the “August 2020 Offering”), resulting in net proceeds of approximately $991 million. The 4⅞% Senior Notes due 2031 have substantially similar terms and covenants as our other series of Senior Notes. A portion of the net proceeds from the issuance were used to fund the concurrent cash tender offer (the “August Tender Offer”) of the Partnership’s 6¾% Senior Notes due 2024 (the “6¾% Notes”) and redeem any 6¾% Notes that remained outstanding after consummation of the August Tender Offer, with the remainder used for repayment of borrowings under the TRP Revolver. See “Debt Extinguishments and Repurchases” for further details of the August Tender Offer. Subsequent Event In February 2021, the Partnership issued $1.0 billion aggregate principal amount of 4% Senior Notes due 2032 (the “January 2021 Offering”), resulting in net proceeds of approximately $992 million. The 4% Senior Notes due 2032 have substantially similar terms and covenants as our other series of Senior Notes. A portion of the net proceeds from the issuance were used to fund the concurrent cash tender offer (the “January Tender Offer”) and subsequent redemption payment for the Partnership’s 5⅛% Senior Notes due 2025 (the “5⅛% Notes”) , with the remainder used for repayment of borrowings under the TRP Revolver and TRC Revolver. Additionally, TPL issued notices of redemption for all of the outstanding TPL 4¾% Senior Notes due 2021 and TPL 5⅞% Senior Notes due 2023. These notes will be redeemed on February 22, 2021 with available liquidity under the TRP Revolver. May 2019 Shelf Registration Our universal shelf registration statement on Form S-3 filed in May 2016 (the “May 2016 Shelf”) expired in May 2019. Accordingly, in May 2019, we filed with the SEC a universal shelf registration statement on Form S-3 that registers the issuance and sale of certain debt and equity securities from time to time in one or more offerings (the “May 2019 Shelf”). The May 2019 Shelf will expire in May 2022. See Note 12 – Common Stock and Related Matters. Debt Repurchases & Extinguishments In February 2019, the Partnership redeemed in full its outstanding 4⅛% Senior Notes due 2019 at par value plus accrued interest through the redemption date. The redemption resulted in a non-cash loss to write-off $1.4 million of unamortized debt issuance costs, which is included in Gain (loss) from financing activities in the Consolidated Statements of Operations. During the first half of 2020, the Partnership repurchased a portion of its outstanding senior notes on the open market, paying $239.8 million plus accrued interest to repurchase $303.3 million of the notes. As a result, we recorded a gain due to debt extinguishment of $61.1 million, comprised of $63.5 million discounts and a write-off of $2.4 million in related debt issuance costs. Concurrent with the August 2020 Offering, the Partnership commenced the August Tender Offer to purchase for cash, subject to certain terms and conditions, any and all of our outstanding 6¾% Notes. We accepted for purchase all the notes that were validly tendered as of the early tender date, which totaled $262.1 million. Subsequent to the closing of the August Tender Offer in August 2020, the Partnership redeemed the 6¾% Notes for the remaining note balance of $318.0 million (the “2024 Note Redemption”). As a result of the August Tender Offer and the 2024 Note Redemption, we recorded a loss due to debt extinguishment of $13.7 million comprised of $11.1 million premiums paid and a write-off of $2.6 million of debt issuance costs. In November 2020, the Partnership redeemed the $559.6 million remaining balance of its 5¼% Senior Notes due 2023. As a result, we recorded a loss due to debt extinguishment of $1.8 million related to a write-off of debt issuance costs. We or the Partnership may retire or purchase various series of the Partnership’s outstanding debt through cash purchases and/or exchanges for other debt, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Debt Repurchases and Extinguishments Summary The following table summarizes the impact of debt repurchases and extinguishments that are included in our Consolidated Statements of Operations:
|  | 2020 |  |  | 2019 |  |  | 2018 |
Discount (premium) over face value paid upon redemption: |  |  |  |  |  |  |  |  |  |  |  |
Partnership 6¾% Senior Notes due 2024 |  | $ | (11.1 | ) |  | $ | — |  |  | $ | — |
Partnership 5⅛% Senior Notes due 2025 |  |  | 4.4 |  |  |  | — |  |  |  | — |
Partnership 5⅞% Senior Notes due 2026 |  |  | 7.1 |  |  |  | — |  |  |  | — |
Partnership 5⅜% Senior Notes due 2027 |  |  | 5.3 |  |  |  | — |  |  |  | — |
Partnership 5% Senior Notes due 2028 |  |  | 11.7 |  |  |  | — |  |  |  | — |
Partnership 6½% Senior Notes due 2027 |  |  | 9.3 |  |  |  | — |  |  |  | — |
Partnership 6⅞% Senior Notes due 2029 |  |  | 15.5 |  |  |  | — |  |  |  | — |
Partnership 5½% Senior Notes due 2030 |  |  | 10.2 |  |  |  | — |  |  |  | — |
Write-off of debt issuance costs: |  |  |  |  |  |  |  |  |  |  |  |
TRP Revolver |  |  | — |  |  |  | — |  |  |  | (1.3 | )
TRC Revolver |  |  | — |  |  |  | — |  |  |  | (0.7 | )
Partnership 5¼% Senior Notes due 2023 |  |  | (1.8 | ) |  |  | — |  |  |  | — |
Partnership 6¾% Senior Notes due 2024 |  |  | (2.6 | ) |  |  | — |  |  |  | — |
Partnership 5⅛% Senior Notes due 2025 |  |  | (0.1 | ) |  |  | — |  |  |  | — |
Partnership 5⅞% Senior Notes due 2026 |  |  | (0.2 | ) |  |  | — |  |  |  | — |
Partnership 5⅜% Senior Notes due 2027 |  |  | (0.2 | ) |  |  | — |  |  |  | — |
Partnership 5% Senior Notes due 2028 |  |  | (0.4 | ) |  |  | — |  |  |  | — |
Partnership 6½% Senior Notes due 2027 |  |  | (0.4 | ) |  |  | — |  |  |  | — |
Partnership 6⅞% Senior Notes due 2029 |  |  | (0.6 | ) |  |  | — |  |  |  | — |
Partnership 5½% Senior Notes due 2030 |  |  | (0.5 | ) |  |  | — |  |  |  | — |
Partnership 4⅛% Senior Notes due 2019 |  |  | — |  |  |  | (1.4 | ) |  |  | — |
Gain (loss) from financing activities |  | $ | 45.6 |  |  | $ | (1.4 | ) |  | $ | (2.0 | )
The following table shows the contractually scheduled maturities of our debt obligations outstanding at December 31, 2020, for the next five years, and in total thereafter:
|  | Scheduled Maturities of Debt |
|  | Total |  |  | 2021 |  |  | 2022 |  |  | 2023 |  |  | 2024 |  |  | 2025 |  |  | After 2025 |
TRC Revolver |  | $ | 555.0 |  |  | $ | — |  |  | $ | — |  |  | $ | 555.0 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
TRP Revolver |  |  | 280.0 |  |  |  | — |  |  |  | — |  |  |  | 280.0 |  |  |  | — |  |  |  | — |  |  |  | — |
Partnership's Senior unsecured notes |  |  | 6,585.4 |  |  |  | 6.5 |  |  |  | — |  |  |  | 632.0 |  |  |  | — |  |  |  | 481.0 |  |  |  | 5,465.9 |
Partnership's Securitization Facility |  |  | 350.0 |  |  |  | 350.0 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total |  | $ | 7,770.4 |  |  | $ | 356.5 |  |  | $ | — |  |  | $ | 1,467.0 |  |  | $ | — |  |  | $ | 481.0 |  |  | $ | 5,465.9 |

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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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