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DEBT AND CREDIT FACILITIES
12 Months Ended
Dec. 31, 2015
DEBT AND CREDIT FACILITIES  
DEBT AND CREDIT FACILITIES

NOTE 7    DEBT AND CREDIT FACILITIES

                                                                                                                                                                                    


December 31 (millions of dollars)

 

2015 

 

2014 

 


Senior Credit Facility due 2017

 

200 

 

330 

 

2013 Term Loan Facility due 2018

 

500 

 

500 

 

Short-Term Loan Facility due 2015

 

 

170 

 

2015 Term Loan Facility due 2018

 

170 

 

 

4.65% Unsecured Senior Notes due 2021, net of discount (2015 and 2014 – nil)

 

350 

 

350 

 

4.375% Unsecured Senior Notes due 2025, net of $1 million discount

 

349 

 

 

5.09% Unsecured Senior Notes due 2015

 

 

75 

 

5.29% Unsecured Senior Notes due 2020

 

100 

 

100 

 

5.69% Unsecured Senior Notes due 2035

 

150 

 

150 

 

Unsecured Term Loan Facility due 2019

 

75 

 

 

3.82% Series D Senior Notes due 2017

 

16 

 

20 

 


 

 

1,910 

 

1,695 

 

Less: current portion

 

14 

 

249 

 


 

 

1,896 

 

1,446 

 


The Partnership's Senior Credit Facility consists of a $500 million senior revolving credit facility with a banking syndicate, maturing November 20, 2017, under which $200 million was outstanding at December 31, 2015 (2014 – $330 million), leaving $300 million available for future borrowing.

At the Partnership's option, the interest rate on the outstanding borrowings under the Senior Credit Facility may be lenders' base rate or the London Interbank Offered Rate (LIBOR) plus, in either case, an applicable margin that is based on the Partnership's long-term unsecured credit ratings. The Senior Credit Facility permits the Partnership to specify the portion of the borrowings to be covered by specific interest rate options and, for LIBOR-based borrowings, to specify the interest rate period. The Partnership is required to pay a commitment fee based on its credit rating and on the unused principal amount of the commitments under the Senior Credit Facility. The Senior Credit Facility has a feature whereby at any time, so long as no event of default has occurred and is continuing, the Partnership may request an increase in the Senior Credit Facility of up to $250 million, but no lender has an obligation to increase their respective share of the facility.

The LIBOR-based interest rate on the Senior Credit Facility averaged 1.44 percent for the year ended December 31, 2015 (2014 – 1.41 percent; 2013 – 1.44 percent). The interest rate was 1.50 percent at December 31, 2015 (December 31, 2014 – 1.41 percent).

On July 1, 2013, the Partnership entered into a term loan agreement with a syndicate of lenders for a $500 million term loan credit facility (2013 Term Loan Facility). On July 2, 2013, the Partnership borrowed $500 million under the 2013 Term Loan Facility, to pay a portion of the purchase price of the 2013 Acquisition, maturing on July 1, 2018. The 2013 Term Loan Facility bears interest based, at the Partnership's election, on the LIBOR or the base rate plus, in either case, an applicable margin. The base rate equals the highest of (i) SunTrust Bank's prime rate, (ii) 0.50 percent above the federal funds rate and (iii) 1.00 percent above one-month LIBOR. The applicable margin for the term loan is based on the Partnership's senior debt rating and ranges between 1.125 percent and 2.000 percent for LIBOR borrowings and 0.125 percent and 1.000 percent for base rate borrowings.

The LIBOR-based interest rate on the 2013 Term Loan Facility averaged 1.44 percent for the year ended December 31, 2015 (2014 – 1.41 percent). After hedging activity, the interest rate incurred on the Term Loan Facility averaged 1.85 percent for the year ended December 31, 2015 (2014 – 1.82 percent). Prior to hedging activities, the LIBOR-based interest rate was 1.50 percent at December 31, 2015 (December 31, 2014 – 1.41 percent).

On September 30, 2015, the Partnership entered into an agreement for a $170 million term loan credit facility (2015 Term Loan Facility). The Partnership borrowed $170 million under the 2015 Term Loan Facility to refinance its Short-Term Loan Facility which matured on September 30, 2015. The 2015 Term Loan Facility matures on October 1, 2018. The LIBOR-based interest rate on the 2015 Term Loan Facility averaged 1.47 percent for the year ended December 31, 2015. The interest rate was 1.39 percent at December 31, 2015.

The 2013 Term Loan Facility and the 2015 Term Loan Facility (Term Loan Facilities) and the Senior Credit Facility require the Partnership to maintain a certain leverage ratio (debt to adjusted cash flow [net income plus cash distributions received, extraordinary losses, interest expense, expense for taxes paid or accrued, and depreciation and amortization expense less equity earnings and extraordinary gains]). In the quarter in which an acquisition has occurred, and the two quarters following the acquisition, the allowable leverage ratio increases to 5.50 to 1.00. Thereafter, the ratio returns to 5.00 to 1.00. The allowable ratio for the quarter ended December 31, 2015 is 5.50 to 1.00. The leverage ratio was 4.68 to 1.00 as of December 31, 2015. The Senior Credit Facility and the Term Loan Facilities contain additional covenants that include restrictions on entering into mergers, consolidations and sales of assets, granting liens, material amendments to the Partnership Agreement, incurrence of additional debt by the Partnership's subsidiaries and distributions to unitholders. Upon any breach of these covenants, amounts outstanding under the Senior Credit Facility and the Term Loan Facilities may become immediately due and payable.

On March 13, 2015, the Partnership closed a $350 million public offering of senior unsecured notes bearing an interest rate of 4.375 percent maturing March 13, 2025. The net proceeds of $346 million were used to fund a portion of the acquisition of the remaining 30 percent interest in GTN (refer to Note 6) and to reduce the amount outstanding under our Senior Credit Facility. The indenture for the notes contains customary investment grade covenants.

On June 1, 2015, GTN's 5.09 percent unsecured Senior Notes matured. Also, on June 1, 2015, GTN entered into a $75 million unsecured variable rate term loan facility (Unsecured Term Loan Facility), which requires yearly principal payments until its maturity on June 1, 2019. The variable interest is based on LIBOR plus an applicable margin. The LIBOR-based interest rate on the Unsecured Term Loan Facility for the year ended December 31, 2015 averaged 1.16 percent and was 1.15 percent at December 31, 2015. GTN's Unsecured Senior Notes, along with this new Unsecured Term Loan Facility contain a covenant that limits total debt to no greater than 70 percent of GTN's total capitalization. GTN's total debt to total capitalization ratio at December 31, 2015 is 43.8 percent.

The Series D Senior Notes, which require yearly principal payments until its maturity, are secured by Tuscarora's transportation contracts, supporting agreements and substantially all of Tuscarora's property. The note purchase agreements contain certain provisions that include, among other items, limitations on additional indebtedness and distributions to partners.

At December 31, 2015, the Partnership was in compliance with its financial covenants, in addition to the other covenants which include restrictions on entering into mergers, consolidations and sales of assets, granting liens, material amendments to the second amended and restated agreement of limited partnership (Partnership Agreement), incurring additional debt and distributions to unitholders.

The principal repayments required by the Partnership on its debt are as follows:

                                                                                                                                                                                    

(millions of dollars)

 

 

 


2016

 

14 

 

2017

 

222 

 

2018

 

690 

 

2019

 

35 

 

2020

 

100 

 

Thereafter

 

849 

 


 

 

1,910