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Long-Term Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Long-Term Debt
(6) Long-Term Debt

As of December 31, 2019 and 2018, long-term debt consisted of the following (in millions):
 
December 31, 2019
 
December 31, 2018
 
Outstanding Principal
 
Premium (Discount)
 
Long-Term Debt
 
Outstanding Principal
 
Premium (Discount)
 
Long-Term Debt
Consolidated Credit Facility due 2024 (1)
$
350.0

 
$

 
$
350.0

 
$

 
$

 
$

Term Loan due 2021 (2)
850.0

 

 
850.0

 
850.0

 

 
850.0

ENLC Credit Facility due 2019 (3)

 

 

 
111.4

 

 
111.4

ENLK’s 2.70% Senior unsecured notes due 2019 (4)

 

 

 
400.0

 

 
400.0

ENLK’s 4.40% Senior unsecured notes due 2024
550.0

 
1.5

 
551.5

 
550.0

 
1.8

 
551.8

ENLK’s 4.15% Senior unsecured notes due 2025
750.0

 
(0.7
)
 
749.3

 
750.0

 
(0.9
)
 
749.1

ENLK’s 4.85% Senior unsecured notes due 2026
500.0

 
(0.5
)
 
499.5

 
500.0

 
(0.5
)
 
499.5

ENLC’s 5.375% Senior unsecured notes due 2029
500.0

 

 
500.0

 

 

 

ENLK’s 5.60% Senior unsecured notes due 2044
350.0

 
(0.2
)
 
349.8

 
350.0

 
(0.2
)
 
349.8

ENLK’s 5.05% Senior unsecured notes due 2045
450.0

 
(5.9
)
 
444.1

 
450.0

 
(6.2
)
 
443.8

ENLK’s 5.45% Senior unsecured notes due 2047
500.0

 
(0.1
)
 
499.9

 
500.0

 
(0.1
)
 
499.9

Debt classified as long-term, including current maturities of long-term debt
$
4,800.0

 
$
(5.9
)
 
4,794.1

 
$
4,461.4

 
$
(6.1
)
 
4,455.3

Debt issuance cost (5)
 
 
 
 
(29.8
)
 
 
 
 
 
(24.5
)
Less: Current maturities of long-term debt (4)
 
 
 
 

 
 
 
 
 
(399.8
)
Long-term debt, net of unamortized issuance cost
 
 
 
 
$
4,764.3

 
 
 
 
 
$
4,031.0

____________________________
(1)
Bears interest based on Prime and/or LIBOR plus an applicable margin. The effective interest rate was 3.3% at December 31, 2019.
(2)
Bears interest based on Prime and/or LIBOR plus an applicable margin. The effective interest rate was 3.2% and 3.9% at December 31, 2019 and 2018, respectively.
(3)
Bore interest based on Prime and/or LIBOR plus an applicable margin. The effective interest rate was 4.4% at December 31, 2018. In connection with the closing of the Merger, the ENLC Credit Facility was canceled, and all outstanding borrowings were refinanced through borrowings on the Consolidated Credit Facility. Since the borrowings under the ENLC Credit Facility were refinanced with long-term debt, they are classified as “Long-term debt” on the consolidated balance sheet as of December 31, 2018.
(4)
ENLK’s 2.70% senior unsecured notes matured on April 1, 2019. Therefore, the outstanding principal balance, net of discount and debt issuance costs, is classified as “Current maturities of long-term debt” on the consolidated balance sheet as of December 31, 2018.
(5)
Net of accumulated amortization of $10.9 million and $16.5 million at December 31, 2019 and 2018, respectively.

Maturities

Maturities for the long-term debt as of December 31, 2019 are as follows (in millions):
2020
$

2021
850.0

2022

2023

2024
900.0

Thereafter
3,050.0

Subtotal
4,800.0

Less: net discount
(5.9
)
Less: debt issuance cost
(29.8
)
Long-term debt, net of unamortized issuance cost
$
4,764.3



Consolidated Credit Facility

On December 11, 2018, ENLC entered into the Consolidated Credit Facility, which permits ENLC to borrow up to $1.75 billion on a revolving credit basis and includes a $500.0 million letter of credit subfacility. The Consolidated Credit Facility became available for borrowings and letters of credit upon closing of the Merger. In addition, ENLK became a guarantor under the Consolidated Credit Facility upon the closing of the Merger. In the event that ENLC defaults on the Consolidated Credit Facility, ENLK will be liable for the entire outstanding balance ($350.0 million as of December 31, 2019), and 105% of the outstanding letters of credit under the Consolidated Credit Facility ($4.8 million as of December 31, 2019). The obligations under the Consolidated Credit Facility are unsecured.
The Consolidated Credit Facility includes provisions for additional financial institutions to become lenders, or for any existing lender to increase its revolving commitment thereunder, subject to an aggregate maximum of $2.25 billion for all commitments under the Consolidated Credit Facility.
The Consolidated Credit Facility will mature on January 25, 2024, unless ENLC requests, and the requisite lenders agree, to extend it pursuant to its terms. The Consolidated Credit Facility contains certain financial, operational, and legal covenants. The financial covenants are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The financial covenants include (i) maintaining a ratio of consolidated EBITDA (as defined in the Consolidated Credit Facility, which term includes projected EBITDA from certain capital expansion projects) to consolidated interest charges of no less than 2.5 to 1.0 at all times prior to the occurrence of an investment grade event (as defined in the Consolidated Credit Facility) and (ii) maintaining a ratio of consolidated indebtedness to consolidated EBITDA of no more than 5.0 to 1.0. If ENLC consummates one or more acquisitions in which the aggregate purchase price is $50.0 million or more, ENLC can elect to increase the maximum allowed ratio of consolidated indebtedness to consolidated EBITDA to 5.5 to 1.0 for the quarter in which the acquisition occurs and the three subsequent quarters.
Borrowings under the Consolidated Credit Facility bear interest at ENLC’s option at the Eurodollar Rate (LIBOR) plus an applicable margin (ranging from 1.125% to 2.00%) or the Base Rate (the highest of the Federal Funds Rate plus 0.50%, the 30-day Eurodollar Rate plus 1.0% or the administrative agent’s prime rate) plus an applicable margin (ranging from 0.125% to 1.00%). The applicable margins vary depending on ENLC’s debt rating. Upon breach by ENLC of certain covenants governing the Consolidated Credit Facility, amounts outstanding under the Consolidated Credit Facility, if any, may become due and payable immediately.

At December 31, 2019, we were in compliance with and expect to be in compliance with the covenants of the Consolidated Credit Facility for at least the next twelve months.

Term Loan

On December 11, 2018, ENLK entered into the Term Loan with Bank of America, N.A., as Administrative Agent, Bank of Montreal and Royal Bank of Canada, as Co-Syndication Agents, Citibank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders party thereto. Upon the closing of the Merger, ENLC assumed ENLK’s obligations
under the Term Loan, and ENLK became a guarantor of the Term Loan. In the event that ENLC defaults on the Term Loan and the outstanding balance becomes due, ENLK will be liable for any amount owed on the Term Loan not paid by ENLC. The outstanding balance of the Term Loan was $850.0 million as of December 31, 2019. The obligations under the Term Loan are unsecured.
 
The Term Loan will mature on December 10, 2021. The Term Loan contains certain financial, operational, and legal covenants. The financial covenants are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The financial covenants include (i) maintaining a ratio of consolidated EBITDA (as defined in the Term Loan, which term includes projected EBITDA from certain capital expansion projects) to consolidated interest charges of no less than 2.5 to 1.0 at all times prior to the occurrence of an investment grade event (as defined in the Term Loan) and (ii) maintaining a ratio of consolidated indebtedness to consolidated EBITDA of no more than 5.0 to 1.0. If ENLC consummates one or more acquisitions in which the aggregate purchase price is $50.0 million or more, ENLC can elect to increase the maximum allowed ratio of consolidated indebtedness to consolidated EBITDA to 5.5 to 1.0 for the quarter in which the acquisition occurs and the three subsequent quarters.
 
Borrowings under the Term Loan bear interest at ENLC’s option at the Eurodollar Rate (LIBOR) plus an applicable margin (ranging from 1.0% to 1.75%) or the Base Rate (the highest of the Federal Funds Rate plus 0.5%, the 30-day Eurodollar Rate plus 1.0% or the administrative agent’s prime rate) plus an applicable margin (ranging from 0.0% to 0.75%). The applicable margins vary depending on ENLC’s debt rating. Upon breach by ENLC of certain covenants included in the Term Loan, amounts outstanding under the Term Loan may become due and payable immediately.

At December 31, 2019, we were in compliance with and expect to be in compliance with the covenants of the Term Loan for at least the next twelve months.

ENLC Credit Facility

Prior to the closing of the Merger, we had a $250.0 million secured revolving credit facility that would have matured on March 7, 2019 and included a $125.0 million letter of credit subfacility. Upon the closing of the Merger, the ENLC Credit Facility was repaid and canceled, and all outstanding borrowings were refinanced through borrowings on the Consolidated Credit Facility. Since the borrowings under the ENLC Credit Facility were refinanced with long-term debt, they are classified as “Long-term debt” on the consolidated balance sheet as of December 31, 2018.

Borrowings under the ENLC Credit Facility bore interest at our option at the Eurodollar Rate (LIBOR) plus an applicable margin (ranging from 1.75% to 2.50%) or the Base Rate (the highest of the Federal Funds Rate plus 0.50%, the 30-day Eurodollar Rate plus 1.0% or the administrative agent’s prime rate) plus an applicable margin (ranging from 0.75% to 1.50%). The applicable margins varied depending on our leverage ratio.

Issuances and Redemptions of Senior Unsecured Notes

On March 7, 2014, ENLK recorded $196.5 million in aggregate principal amount of 7.125% senior unsecured notes (the “2022 Notes”) due on June 1, 2022. The interest payments on the 2022 Notes were due semi-annually in arrears in June and December. The 2022 Notes were recorded at fair value in accordance with acquisition accounting at an amount of $226.0 million, including a premium of $29.5 million. On July 20, 2014, ENLK redeemed $18.5 million aggregate principal amount of the 2022 Notes for $20.0 million, including accrued interest. On September 20, 2014, ENLK redeemed an additional $15.5 million aggregate principal amount of the 2022 Notes for $17.0 million, including accrued interest. On June 1, 2017, ENLK redeemed the remaining $162.5 million in aggregate principal amount of its 2022 Notes at 103.6% of the principal amount, plus accrued unpaid interest, for aggregate cash consideration of $174.1 million, which resulted in a gain on extinguishment of debt of $9.0 million for the year ended December 31, 2017.

On March 19, 2014, ENLK issued $1.2 billion aggregate principal amount of unsecured senior notes, consisting of $400.0 million aggregate principal amount of its 2.700% senior notes due 2019 (the “2019 Notes”), $450.0 million aggregate principal amount of its 4.400% senior notes due 2024 (the “2024 Notes”), and $350.0 million aggregate principal amount of its 5.600% senior notes due 2044 (the “2044 Notes”), at prices to the public of 99.850%, 99.830%, and 99.925%, respectively, of their face value. The 2019 Notes matured on April 1, 2019; the 2024 Notes mature on April 1, 2024; and the 2044 Notes mature on April 1, 2044. The interest payments on the 2024 Notes and 2044 Notes are due semi-annually in arrears in April and October.

On November 12, 2014, ENLK issued an additional $100.0 million aggregate principal amount of the 2024 Notes and $300.0 million aggregate principal amount of its 5.050% senior notes due 2045 (the “2045 Notes”), at prices to the public of 104.007% and 99.452%, respectively, of their face value. The new 2024 Notes were offered as an additional issue of ENLK’s outstanding 2024 Notes issued on March 19, 2014. The 2024 Notes issued on March 19, 2014 and November 12, 2014 are treated as a single class of debt securities and have identical terms, other than the issue date. The 2045 Notes mature on April 1, 2045, and interest payments on the 2045 Notes are due semi-annually in arrears in April and October.

On May 12, 2015, ENLK issued $900.0 million aggregate principal amount of unsecured senior notes, consisting of $750.0 million aggregate principal amount of its 4.150% senior notes due 2025 (the “2025 Notes”) and an additional $150.0 million aggregate principal amount of 2045 Notes at prices to the public of 99.827% and 96.381%, respectively, of their face value. The 2025 Notes mature on June 1, 2025. Interest payments on the 2025 Notes are due semi-annually in arrears in June and December. The new 2045 Notes were offered as an additional issue of ENLK’s outstanding 2045 Notes issued on November 12, 2014. The 2045 Notes issued on November 12, 2014 and May 12, 2015 are treated as a single class of debt securities and have identical terms, other than the issue date.

On July 14, 2016, ENLK issued $500.0 million in aggregate principal amount of 4.850% senior notes due 2026 (the “2026 Notes”) at a price to the public of 99.859% of their face value. The 2026 Notes mature on July 15, 2026. Interest payments on the 2026 Notes are payable on January 15 and July 15 of each year.

On May 11, 2017, ENLK issued $500.0 million in aggregate principal amount of 5.450% senior unsecured notes due June 1, 2047 (the “2047 Notes”) at a price to the public of 99.981% of their face value. Interest payments on the 2047 Notes are payable on June 1 and December 1 of each year, beginning December 1, 2017. We received net proceeds of approximately $495.2 million for the issuance of the 2047 notes.

On April 9, 2019, ENLC issued $500.0 million in aggregate principal amount of ENLC’s 5.375% senior unsecured notes due June 1, 2029 at a price to the public of 100% of their face value. Interest payments on the 2029 Notes are payable on June 1 and December 1 of each year. The 2029 Notes are fully and unconditionally guaranteed by ENLK. Net proceeds of approximately $496.5 million were used to repay outstanding borrowings under the Consolidated Credit Facility, including borrowings incurred on April 1, 2019 to repay at maturity all of the $400.0 million outstanding aggregate principal amount of ENLK’s 2.70% senior unsecured notes due 2019, and for general limited liability company purposes.

Senior Unsecured Notes Redemption Provisions

Each issuance of the senior unsecured notes may be fully or partially redeemed prior to an early redemption date (see "Early Redemption Date" in table below) at a redemption price equal to the greater of: (i) 100% of the principal amount of the notes to be redeemed; or (ii) the sum of the remaining scheduled payments of principal and interest on the respective notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to, but excluding the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus a specified basis point premium (see "Basis Point Premium" in the table below); plus accrued and unpaid interest to, but excluding, the redemption date. At any time on or after the Early Redemption Date, the senior unsecured notes may be fully or partially redeemed at a redemption price equal to 100% of the principal amount of the applicable notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. See applicable redemption provision terms below:
Issuance
 
Maturity Date of Notes
 
Early Redemption Date
 
Basis Point Premium
2024 Notes
 
April 1, 2024
 
Prior to January 1, 2024
 
25 Basis Points
2025 Notes
 
June 1, 2025
 
Prior to March 1, 2025
 
30 Basis Points
2026 Notes
 
July 15, 2026
 
Prior to April 15, 2026
 
50 Basis Points
2029 Notes
 
June 1, 2029
 
Prior to March 1, 2029
 
50 Basis Points
2044 Notes
 
April 1, 2044
 
Prior to October 1, 2043
 
30 Basis Points
2045 Notes
 
April 1, 2045
 
Prior to October 1, 2044
 
30 Basis Points
2047 Notes
 
June 1, 2047
 
Prior to June 1, 2047
 
40 Basis Points


Senior Unsecured Notes Indentures

The indentures governing the senior unsecured notes contain covenants that, among other things, limit ENLC’s and ENLK’s ability to create or incur certain liens or consolidate, merge, or transfer all or substantially all of ENLC’s and ENLK’s assets.

Each of the following is an event of default under the indentures:

failure to pay any principal or interest when due;
failure to observe any other agreement, obligation, or other covenant in the indenture, subject to the cure periods for certain failures; and
bankruptcy or other insolvency events involving ENLC and ENLK.

If an event of default relating to bankruptcy or other insolvency events occurs, the senior unsecured notes will immediately become due and payable. If any other event of default exists under the indenture, the trustee under the indenture or the holders of the senior unsecured notes may accelerate the maturity of the senior unsecured notes and exercise other rights and remedies. At December 31, 2019, ENLC and ENLK were in compliance and expect to be in compliance with the covenants in the senior unsecured notes for at least the next twelve months.