Long-Term Debt

12 Months Ended

Dec. 31, 2019

Long-term debt consisted of the following at December 31, 2019 and 2018, (in millions):



	December 31,
	2019		2018
Credit Facility	$	557.0	$	578.2
2023 Senior Notes	700.0		700.0
2025 Senior Notes	500.0		500.0
2027 Senior Notes	600.0		—
Other	0.6		1.5
Less: deferred financing costs, net	29.1		26.4
Total debt	2,328.5		1,753.3
Less: current portion	0.2		0.9
Total long-term debt, less current portion	$	2,328.3	$	1,752.4

Credit Facility

In October 2018, Crestwood Midstream entered into a Second Amended and Restated Agreement (the CMLP Credit Agreement). The CMLP Credit Agreement provides for a five-year $1.25 billion revolving credit facility (the CMLP Credit Facility), which expires in October 2023 and is available to fund acquisitions, working capital and internal growth projects and for general partnership purposes. The CMLP Credit Facility allows Crestwood Midstream to increase its available borrowings under the facility by $350.0 million, subject to lender approval and the satisfaction of certain other conditions, as described in the CMLP Credit Agreement. The CMLP Credit Facility also includes a sub-limit of up to $25.0 million for same-day swing line advances and a sub-limit up to $350.0 million for letters of credit. Subject to limited exception, the CMLP Credit Facility is guaranteed and secured by substantially all of the equity interests and assets of Crestwood Midstream’s subsidiaries, except for Crestwood Infrastructure, Crestwood Niobrara, Crestwood Northeast, PRBIC and Tres Holdings and their respective subsidiaries. The Company also guarantees Crestwood Midstream’s payment obligations under its $1.25 billion credit agreement.

Prior to amending and restating its credit agreement in October 2018, Crestwood Midstream had a five-year $1.5 billion senior secured revolving credit facility, which would have expired September 2020 (2020 Credit Facility). We recognized a loss on modification of debt of approximately $0.9 million for the year ended December 31, 2018 in conjunction with amending and restating the CMLP Credit Agreement.

Borrowings under the CMLP Credit Facility (other than the swing line loans) bear interest at either:


•	the Alternate Base Rate, which is defined as the highest of (i) the federal funds rate plus 0.50%; (ii) Wells Fargo Bank’s prime rate; or (iii) the Eurodollar Rate adjusted for certain reserve requirements plus 1%; plus a margin varying from 0.50% to 1.50% at December 31, 2019 depending on Crestwood Midstream’s most recent consolidated total leverage ratio; or


•	the Eurodollar Rate, adjusted for certain reserve requirements plus a margin varying from 1.50% to 2.50% at December 31, 2019 depending on Crestwood Midstream’s most recent consolidated total leverage ratio.

Swing line loans bear interest at the Alternate Base Rate as described above. The unused portion of the CMLP Credit Facility is subject to a commitment fee ranging from 0.25% to 0.45% according to its most recent consolidated total leverage ratio. Interest on the Alternate Base Rate loans is payable quarterly, or if the adjusted Eurodollar Rate applies, interest is payable at certain intervals selected by Crestwood Midstream.

At December 31, 2019, Crestwood Midstream had $661.3 million of available capacity under its credit facility considering the most restrictive covenants in its credit agreement. At December 31, 2019 and 2018, Crestwood Midstream’s outstanding standby letters of credit were $31.7 million and $68.0 million. Borrowings under the credit facility accrue interest at prime or Eurodollar based rates plus applicable spreads, which resulted in interest rates between 3.96% and 6.00% at December 31, 2019 and 4.63% and 6.75% at December 31, 2018. The weighted-average interest rates on outstanding borrowings as of December 31, 2019 and 2018 was 4.00% and 4.79%.

In April 2019, Crestwood Niobrara acquired the remaining 50% equity interest in Jackalope and funded approximately $250 million of the total purchase price through borrowings under Crestwood Midstream’s credit facility. Contemporaneously with the acquisition of the remaining interest in Jackalope, Crestwood Midstream entered into the First Amendment to the CMLP Credit Agreement to modify certain defined terms and calculations, among other things, to account for the Jackalope Acquisition. The CMLP Credit Facility contains various covenants and restrictive provisions that limit our ability to, among other things, (i) incur additional debt; (ii) make distributions on or redeem or repurchase units; (iii) make certain investments and acquisitions; (iv) incur or permit certain liens to exist; (v) merge, consolidate or amalgamate with another company; (vi) transfer or dispose of assets; and (vii) incur a change in control at either Crestwood Equity or Crestwood Midstream, including an acquisition of Crestwood Holdings’ ownership of Crestwood Equity’s general partner by any third party, including Crestwood Holdings’ debtors under an event of default of their debt since Crestwood Equity’s non-economic general partner interest is pledged as collateral under that debt.

Crestwood Midstream is required under its credit agreement to maintain a net debt to consolidated EBITDA ratio (as defined in its credit agreement) of not more than 5.50 to 1.0, a consolidated EBITDA to consolidated interest expense ratio (as defined in its credit agreement) of not less than 2.50 to 1.0, and a senior secured leverage ratio (as defined in its credit agreement) of not more than 3.75 to 1.0. At December 31, 2019, the net debt to consolidated EBITDA was approximately 4.13 to 1.0, the

consolidated EBITDA to consolidated interest expense was approximately 4.47 to 1.0, and the senior secured leverage ratio was 0.98 to 1.0.

If Crestwood Midstream fails to perform its obligations under these and other covenants, the lenders’ credit commitment could be terminated and any outstanding borrowings, together with accrued interest, under the CMLP Credit Facility could be declared immediately due and payable. The CMLP Credit Facility also has cross default provisions that apply to any of its other material indebtedness.

Senior Notes

2023 Senior Notes. The 6.25% Senior Notes due 2023 (the 2023 Senior Notes) mature on April 1, 2023, and interest is payable semi-annually in arrears on April 1 and October 1 of each year.

2025 Senior Notes. The 5.75% Senior Notes due 2025 (the 2025 Senior Notes) mature on April 1, 2025, and interest is payable semi-annually in arrears on April 1 and October 1 of each year. The net proceeds from the private offering of approximately $492 million were used to repay amounts previously outstanding under CMLP’s senior notes due in 2020 and 2022 as discussed below.

2027 Senior Notes. In April, 2019, Crestwood Midstream issued $600 million of 5.625% unsecured senior notes due 2027 (the 2027 Senior Notes). The 2027 Senior Notes mature on May 1, 2027, and interest is payable semi-annually in arrears on May 1 and November 1 of each year, beginning November 1, 2019. The net proceeds from this offering of approximately $591.1 million were used to fund the acquisition of the remaining 50% equity interest in Jackalope.

In general, each series of Crestwood Midstream’s senior notes are fully and unconditionally guaranteed, joint and severally, on a senior unsecured basis by Crestwood Midstream’s domestic restricted subsidiaries (other than Crestwood Midstream Finance Corp., which has no assets). The indentures contain customary release provisions, such as (i) disposition of all or substantially all the assets of, or the capital stock of, a guarantor subsidiary to a third person if the disposition complies with the indentures; (ii) designation of a guarantor subsidiary as an unrestricted subsidiary in accordance with its indentures; (iii) legal or covenant defeasance of a series of senior notes, or satisfaction and discharge of the related indenture; and (iv) guarantor subsidiary ceases to guarantee any other indebtedness of Crestwood Midstream or any other guarantor subsidiary, provided it no longer guarantees indebtedness under the CMLP Credit Facility.

The indentures restricts the ability of Crestwood Midstream and its restricted subsidiaries to, among other things, sell assets; redeem or repurchase subordinated debt; make investments; incur or guarantee additional indebtedness or issue preferred units; create or incur certain liens; enter into agreements that restrict distributions or other payments to Crestwood Midstream from its restricted subsidiaries; consolidate, merge or transfer all or substantially all of their assets; engage in affiliate transactions; create unrestricted subsidiaries; and incur a change in control at either Crestwood Equity or Crestwood Midstream, including an acquisition of Crestwood Holdings’ ownership of Crestwood Equity’s general partner by any third party including Crestwood Holdings’ debtors under an event of default of their debt since Crestwood Equity’s non-economic general partner interest is pledged as collateral under that debt. These restrictions are subject to a number of exceptions and qualifications, and many of these restrictions will terminate when the senior notes are rated investment grade by either Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and no default or event of default (each as defined in the respective indentures) under the indentures has occurred and is continuing.

At December 31, 2019, Crestwood Midstream was in compliance with the debt covenants and restrictions in each of its credit agreements discussed above.

Crestwood Midstream’s Credit Facility and senior notes are secured by the net assets of its guarantor subsidiaries. Accordingly, such assets are only available to the creditors of Crestwood Midstream. Crestwood Equity had restricted net assets of approximately $2,099.3 million as of December 31, 2019.

Repayments. During the year ended December 31, 2017, Crestwood Midstream paid approximately $349.9 million and $457.8 million to purchase, redeem and/or cancel all of the principal amounts previously outstanding under CMLP’s senior notes due in 2020 and 2022, respectively. Crestwood Midstream funded the repayments with a combination of net proceeds from the issuance of the 2025 Senior Notes described above and borrowings under the 2020 Credit Facility. In conjunction with these note repayments, Crestwood Midstream (i) recognized a loss on extinguishment of debt of approximately $37.7 million during the year ended December 31, 2017 (including the write off of approximately $6.8 million of deferred financing costs associated

with the senior notes due in 2022); and (ii) paid $5.1 million and $1.0 million of accrued interest on CMLP’s senior notes due in 2020 and 2022, respectively, on the date they were tendered.

Other Obligations

Our non-interest bearing obligations due under noncompetition agreements consist of agreements between Crestwood Midstream and sellers of certain companies acquired in 2014 with payments due through 2022 and imputed interest ranging from 5.02% to 6.75%. Non-interest bearing obligations at December 31, 2019 and 2018 consisted of $0.7 million and $1.7 million in total payments due under these agreements, less unamortized discount based on imputed interest of $0.1 million and $0.2 million, respectively.

Maturities

The aggregate maturities of principal amounts on our outstanding long-term debt and other notes payable as of December 31, 2019 for the next five years and in total thereafter are as follows (in millions):



2020	$	0.2
2021	0.2
2022	0.2
2023	1,257.0
2024	—
Thereafter	1,100.0
Total debt	$	2,357.6