Debt Obligations

9 Months Ended

Sep. 30, 2020

Debt Obligations [Abstract]

Debt Obligations

DEBT OBLIGATIONS

Parent Company Indebtedness

ET Term Loan Facility

On January 15, 2019, ET 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.

Subsidiary Indebtedness

ETO January 2020 Senior Notes Offering and Redemption

On January 22, 2020, ETO completed a registered offering (the “January 2020 Senior Notes Offering”) of $1.00 billion aggregate principal amount of ETO’s 2.900% Senior Notes due 2025, $1.50 billion aggregate principal amount of the Partnership’s 3.750% Senior Notes due 2030 and $2.00 billion aggregate principal amount of ETO’s 5.000% Senior Notes due 2050 (collectively, the “Notes”). The Notes are fully and unconditionally guaranteed by ETO’s wholly-owned subsidiary, Sunoco Logistics Operations, on a senior unsecured basis.

Using 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.

HFOTCO Long-Term Debt

In connection with the contribution transactions discussed in Note 1, HFOTCO became a wholly-owned subsidiary of ETO in February 2020. As of September 30, 2020, HFOTCO had $225 million outstanding principal amount of tax exempt notes due 2050 (the “Ike Bonds”). The Ike Bonds are fully and unconditionally guaranteed by ETO, on a senior unsecured basis. The indentures under which the Ike Bonds were issued are subject to customary representations and warranties and affirmative and negative covenants, the majority of which are substantially similar to those found in ETO’s revolving credit facility, as further discussed below.

Credit Facilities and Commercial Paper

ETO Term Loan

ETO’s term loan credit agreement provides for a $2 billion three-year term loan credit facility (the “ETO Term Loan”). Borrowings under the term loan agreement mature on October 17, 2022 and are available for working capital purposes and for general partnership purposes. The ETO Term Loan is unsecured and is guaranteed by ETO’s subsidiary, Sunoco Logistics Operations.

As of September 30, 2020, the ETO Term Loan had $2 billion outstanding and was fully drawn. The weighted average interest rate on the total amount outstanding as of September 30, 2020 was 1.15%.

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 September 30, 2020, the ETO Five-Year Credit Facility had $3.23 billion of outstanding borrowings, $1.63 billion of which was commercial paper. The amount available for future borrowings was $1.65 billion, after taking into account letters of credit of $117 million. The weighted average interest rate on the total amount outstanding as of September 30, 2020 was 1.16%.

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 September 30, 2020, the ETO 364-Day Facility had no outstanding borrowings.

Sunoco LP Credit Facility

Sunoco LP maintains a $1.50 billion senior secured revolving credit facility (the “Sunoco LP Credit Facility”), which matures in July 2023. As of September 30, 2020, the Sunoco LP Credit Facility had $87 million of outstanding borrowings and $8 million in standby letters of credit. As of September 30, 2020, Sunoco LP had $1.41 billion of availability under the Sunoco LP Credit Facility. The weighted average interest rate on the total amount outstanding as of September 30, 2020 was 2.15%.

USAC Credit Facility

USAC maintains a $1.60 billion senior secured revolving credit facility (the “USAC Credit Facility”), with a further potential increase of $400 million, which matures in April 2023. As of September 30, 2020, the USAC Credit Facility had $497 million of outstanding borrowings and no outstanding letters of credit. As of September 30, 2020, USAC had $1.10 billion of borrowing base availability and, subject to compliance with the applicable financial covenants, available borrowing capacity of $412 million under the USAC Credit Facility. The weighted average interest rate on the total amount outstanding as of September 30, 2020 was 3.03%.

SemCAMS Credit Facilities

SemCAMS is party to a credit agreement providing for a C$350 million (US$262 million at the September 30, 2020 exchange rate) senior secured term loan facility, a C$525 million (US$394 million at the September 30, 2020 exchange rate) senior secured revolving credit facility, and a C$300 million (US$225 million at the September 30, 2020 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$187 million at the September 30, 2020 exchange rate), subject to receiving commitments for such additional term loans or revolving commitments from either new lenders or increased commitments from existing lenders. As of September 30, 2020, the SemCAMS senior secured term loan facility and senior secured revolving credit facility had $253 million and $74 million, respectively, of outstanding borrowings. As of September 30, 2020, the KAPS Facility had no outstanding borrowings.

Compliance with Our Covenants

We and our subsidiaries were in compliance with all requirements, tests, limitations, and covenants related to our debt agreements as of September 30, 2020.