Note 10 — Debt Obligations

	March 31, 2015			December 31, 2014
Current:
Partnership
Accounts receivable securitization facility, due December 2015 (1)	$	197.9		$	182.8
Long-term:
Non-Partnership obligations:
TRC Senior secured revolving credit facility, variable rate, due February 2020 (2)		460.0			-
TRC Senior secured term loan, variable rate, due February 2022		242.0			-
Unamortized discount		(4.2	)		-
TRC Senior secured revolving credit facility, variable rate, due October 2017		-			102.0
Obligations of the Partnership: (1)
Senior secured revolving credit facility, variable rate, due October 2017 (3)		840.0			-
Senior unsecured notes, 5% fixed rate, due January 2018		1,100.0			-
Senior unsecured notes, 6⅞% fixed rate, due February 2021		483.6			483.6
Unamortized discount		(24.5	)		(25.2	)
Senior unsecured notes, 6⅜% fixed rate, due August 2022		300.0			300.0
Senior unsecured notes, 5¼% fixed rate, due May 2023		600.0			600.0
Senior unsecured notes, 4¼% fixed rate, due November 2023		625.0			625.0
Senior unsecured notes, 4⅛% fixed rate, due November 2019		800.0			800.0
Senior unsecured notes, 6⅝% fixed rate, due October 2020 (4)		355.1			-
Unamortized premium		6.0			-
Senior unsecured notes, 4¾% fixed rate, due November 2021 (4)		6.5			-
Senior unsecured notes, 5⅞% fixed rate, due August 2023 (4)		48.1			-
Unamortized premium		0.6			-
Total long-term debt		5,838.2			2,885.4
Total debt	$	6,036.1		$	3,068.2
Irrevocable standby letters of credit:
Letters of credit outstanding under TRC Senior secured credit facility (2)	$	-		$	-
Letters of credit outstanding under the Partnership senior secured revolving credit facility (3)		25.0			44.1
	$	25.0		$	44.1

(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 March 31, 2015, availability under TRC’s $670 million senior secured revolving credit facility was $210.0 million.

(3)	As of March 31, 2015, availability under the Partnership’s $1.6 billion senior secured revolving credit facility (“TRP Revolver”) was $735.0 million.

(4)	Senior unsecured notes issued by APL entities and acquired in the Atlas mergers.

The following table shows the range of interest rates and weighted average interest rate incurred on variable-rate debt obligations during the three months ended March 31, 2015:

	Range of Interest Rates Incurred			Weighted Average Interest Rate Incurred
TRC senior secured revolving credit facility		2.9	%		2.9	%
TRC senior secured term loan		5.75	%		5.75	%
Partnership's senior secured revolving credit facility		1.9	%		1.9	%
Partnership's accounts receivable securitization facility		0.9	%		0.9	%

Compliance with Debt Covenants

As of March 31, 2015, both the Partnership and we were in compliance with the covenants contained in our various debt agreements.

Partnership Financing Activities

Revolving Credit Agreement

In February 2015, the Partnership entered into the First Amendment, Waiver and Incremental Commitment Agreement (the “First Amendment”) that amended its Second Amended and Restated Credit Agreement (the “Original Agreement”). The First Amendment increased available commitments to $1.6 billion from $1.2 billion while retaining the Partnership’s ability to request up to an additional $300.0 million in commitment increases. In addition, the First Amendment amended certain provisions of the Original Agreement to designate each of APL and its subsidiaries as an “Unrestricted Subsidiary” under the Original Agreement. The Partnership used proceeds from borrowings under the credit facility to fund cash components of the APL merger, including $701.4 million for the repayments of the APL Revolver and $28.8 million related to change of control payments.

Senior Unsecured Notes

In January 2015, the Partnership privately placed $1,100.0 million in aggregate principal amount of 5% Senior Notes due 2018 (the “5% Notes”). The 5% Notes resulted in approximately $1,089.8 million of net proceeds, which were used with borrowings under the TRP Revolver to fund the APL Notes Tender Offers and the Change of Control Offer. The 5% Notes are unsecured senior obligations that have the same terms and covenants as the Partnership’s other senior notes.

Merger Financing Activities

ATLS Merger Financing Activities

In connection with the closing of the Atlas mergers, we entered into a Credit Agreement (the “TRC Credit Agreement”), dated as of February 27, 2015, among us, each lender from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, swing line lender and letter of credit issuer. The TRC Credit Agreement provides for a new five year revolving credit facility in an aggregate principal amount up to $670 million and a seven year term loan facility in an aggregate principal amount of $430 million. We used the net proceeds from the term loan issuance and the revolving credit facility to fund cash components of the ATLS merger, including cash merger consideration and approximately $160 million related to change of control payments made by ATLS, cash settlements of equity awards and transaction fees and expenses. In March 2015, we repaid $188.0 million of the term loan and wrote off $3.3 million of the discount and $5.7 million of debt issuance costs. The write off of the discount and debt issuance costs are reflected as Loss on debt redemptions and amendments on the Consolidated Statements of Operations for the three months ended March 31, 2015.

APL Senior Notes Tender Offers

In January 2015, the Partnership commenced cash tender offers for any and all of the outstanding fixed rate senior secured notes acquired in the APL merger (“APL Notes”) which totaled $1,550.0 million, which we refer to as the APL Notes Tender Offers.

The results of the APL Notes Tender Offers were:

Senior Notes	Outstanding Note Balance		Amount Tendered		Premium Paid		Accrued Interest Paid		Total Tender Offer payments		% Tendered			Note Balance after Tender Offers
	($ amounts in millions)
6⅝% due 2020	$	500.0	$	140.1	$	2.1	$	3.7	$	145.9		28.02	%	$	359.9
4¾% due 2021		400.0		393.5		5.9		5.3		404.7		98.38	%		6.5
5⅞% due 2023		650.0		601.9		8.7		2.6		613.2		92.60	%		48.1
Total	$	1,550.0	$	1,135.5	$	16.7	$	11.6	$	1,163.8				$	414.5

In connection with the APL Notes Tender Offers, on February 27, 2015, (i) the First Supplemental Indenture (the “2021 APL Notes Supplemental Indenture”) to the Indenture, dated as of May 10, 2013, by and among the APL Issuers, the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee, governing the 2021 APL Notes, became operative, and (ii) the Third Supplemental Indenture (the “2023 APL Notes Supplemental Indenture” and, together with the 2021 APL Notes Supplemental Indenture, the “February APL Supplemental Indentures”) to the Indenture, dated as of February 11, 2013, by and among the APL Issuers, the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee, governing the 2023 APL Notes, became operative. The February APL Supplemental Indentures eliminate substantially all of the restrictive covenants and certain events of default applicable to the 2021 APL Notes and the 2023 APL Notes that were not accepted for payment. The indenture governing the 2020 APL Notes (the “2020 APL Notes Indenture”) remained unchanged at such time.

Not having achieved the minimum tender condition on the 2020 APL Notes, the change of control terms of the 2020 APL Notes Indenture required the APL Issuers to offer holders $1,010 for each $1,000 principal amount of outstanding notes plus accrued and unpaid interest from the most recent interest payment date. As permitted by the 2020 APL Notes Indenture, in lieu of the APL Issuers, the Partnership made a change of control offer for any and all of the 2020 APL Notes and in advance of, and conditioned upon, the consummation of the APL merger. Holders representing $4.8 million of the outstanding 2020 APL Notes tendered their notes requiring a payment of $5.0 million, which included the change of control premium and accrued interest.

Payments made under the APL Notes Tender Offers and Change of Control Offer totaling $1,168.8 million are presented as financing activities in the Consolidated Statement of Cash Flows.

Subsequent event. On April 13, 2015, the Partnership and Targa Resources Partners Finance Corporation (collectively, the “Partnership Issuers” commenced an offer to exchange (the “Exchange Offer”) for any and all of the outstanding 2020 APL Notes, which had an aggregate principal amount outstanding of $355.1 million, for an equal amount of new unsecured 6 5/8% Senior Notes due 2020 issued by the Partnership Issuers (the “6 5/8% Notes”). On April 27, 2015, the Partnership Issuers had received tenders and consents from holders of approximately $341.9 million in aggregate principal amount of the 2020 APL Notes, representing approximately 96.3% of the total outstanding $355.1 million in aggregate principal amount of the 2020 APL Notes. As a result, the minimum tender condition to the Exchange Offer and related consent solicitation has been satisfied, and the APL Issuers executed a supplemental indenture (the “APL Supplemental Indenture”) effecting the proposed amendments with respect to the 2020 APL Notes, which satisfied the second condition.

The APL Supplemental Indenture eliminates substantially all of the restrictive covenants and certain events of default applicable to the 2020 APL Notes. Consummation of the Exchange Offer, however, remains subject to certain other customary conditions. Settlement of the Exchange Offer will occur promptly after the Exchange Offer expires, which will be at 11:59 p.m., New York City time, on May 8, 2015, unless otherwise extended or terminated by the Partnership Issuers. The APL Supplemental Indenture will become operative upon settlement of the Exchange Offer.

Subsequent Events

In April 2015, the Partnership filed with the SEC a universal shelf registration statement that allows it to issue up to an aggregate of $1.0 billion of debt or equity securities (the "April 2015 Shelf"). The April 2015 Shelf expires in April 2018.