Related Party Debt

Consolidated related party debt obligations comprise the following as of the dates indicated:



	December 31,
	2017							2016
	Outstanding Balance			Total Capacity		Available Capacity		Outstanding Balance			Total Capacity		Available Capacity
Five Year Revolver due December 2022	$	1,000.0		$	1,000.0	$	—	$	—		$	—	$	—
Five Year Fixed Facility	600.0			600.0		—		—			—		—
Five Year Revolver due October 2019	246.9			760.0		513.1		686.9			760.0		73.1
Zydeco Revolver	—			30.0		30.0		—			30.0		30.0
364-Day Revolver⁽¹⁾	—			—		—		—			180.0		180.0
Unamortized debt issuance costs	(2.9		)	n/a		n/a		(0.9		)	n/a		n/a
Debt payable - related party	$	1,844.0		$	2,390.0	$	543.1	$	686.0		$	970.0	$	283.1

⁽¹⁾ The 364-Day Revolver expired March 1, 2017.

Interest and fee expenses associated with our borrowings were $29.4 million, $8.6 million and $4.0 million for 2017, 2016 and 2015, respectively, of which we paid $25.0 million, $7.0 million and $2.7 million, respectively.

Borrowings under our revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates, which results in a Level 2 instrument. The fair value of our Five Year Fixed Facility (as defined below) is estimated based on the published market prices for issuances of similar risk and tenor and is categorized as a Level 2 instrument. As of December 31, 2017, the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $1,846.9 million and $1,858.4 million, respectively. As of December 31, 2016, all outstanding borrowings were under a revolving credit facility and therefore approximated fair value.

On December 1, 2017, we borrowed $1,000.0 million under the Five Year Revolver due December 2022 and $93.1 million under our Five Year Fixed Facility. We used $825.0 million of these proceeds to fund the December 2017 Acquisition and the remaining $268.1 million to repay borrowings outstanding under our Five Year Revolver due October 2019. Additionally, we paid $0.7 million of accrued interest on the repaid borrowings with cash on hand.

On September 15, 2017, we used net proceeds from sales of common units to third parties to repay $265.0 million of borrowings outstanding under our Five Year Revolver due October 2019.

On May 10, 2017, we funded the May 2017 Acquisition with $50.0 million of cash on hand, $73.1 million in borrowings under our Five Year Revolver due October 2019 and $506.9 million in borrowings under our Five Year Fixed Facility (as defined below).

On May 23, 2016, we partially funded the cash portion of the May 2016 Acquisition with $296.7 million in borrowings under our Five Year Revolver due October 2019.

On March 29, 2016, we used cash on hand and net proceeds from sales of common units to third parties to repay $272.6 million of borrowings outstanding under the Five Year Revolver due October 2019 and all $137.4 million of borrowings outstanding under the 364-Day Revolver.

Credit Facility Agreements

Five Year Revolver due December 2022

On December 1, 2017, we entered into a five year revolving credit facility with STCW (the “Five Year Revolver due December 2022”) with a borrowing capacity of $1,000.0 million and paid an issuance fee of $1.7 million. Borrowings under the Five Year Revolver due December 2022 bear interest at the three-month LIBOR rate plus a margin. Additionally, we pay interest of 0.19% on any unused capacity. As of December 31, 2017, the weighted average interest rate for the Five Year Revolver due December 2022 was 2.5%. Commitment fees began to accrue beginning on the date we entered into the agreement. The Five Year Revolver due December 2022 matures on December 1, 2022.

Five Year Fixed Facility

On March 1, 2017, we entered into a Loan Facility Agreement with STCW with a borrowing capacity of $600.0 million (the “Five Year Fixed Facility”) and paid an issuance fee of $0.7 million. The Five Year Fixed Facility provides that we may not repay or prepay amounts borrowed without the consent of the lender and amounts repaid or prepaid may not be re-borrowed.

The Five Year Fixed Facility bears a fixed interest rate of 3.23% per annum. The Five Year Fixed Facility matures on March 1, 2022.

Five Year Revolver due October 2019

On November 3, 2014, we entered into a five year revolving credit facility (the “Five-Year Revolver due October 2019”) with STCW with an initial borrowing capacity of $300.0 million. On May 12, 2015, we amended and restated the Five Year Revolver due October 2019 to increase the borrowing capacity amount to $400.0 million, and paid an issuance fee of $0.2 million. On September 27, 2016, we further amended and restated the Five Year Revolver due October 2019 to increase the amount of the facility to $760.0 million, and paid an additional issuance fee of $0.6 million.

The Five Year Revolver due October 2019 provides that loans advanced under the facility can have a term ending on or before its maturity date.

Borrowings under the Five Year Revolver due October 2019 bear interest at the three-month LIBOR rate plus a margin. Additionally, we pay interest of 0.19% on any unused capacity. As of December 31, 2017, the weighted average interest rate for the Five Year Revolver due October 2019 was 2.5%. Commitment fees began to accrue beginning on the date we entered into the agreement. The Five Year Revolver due October 2019 matures on October 31, 2019.

364-Day Revolver

On June 29, 2015, in connection with the July 2015 Acquisition, we entered into a second revolving credit facility (the “364-Day Revolver”) with STCW as lender with an initial borrowing capacity of $100.0 million, and paid a credit facility issuance fee of $0.1 million. On November 11, 2015, we amended and restated the 364-Day Revolver to increase the borrowing capacity amount $180.0 million, and paid an additional issuance fee of $0.1 million. The 364-Day Revolver expired as of March 1, 2017.

Zydeco Revolving Credit Facility Agreement

On August 6, 2014, Zydeco entered into a senior unsecured revolving credit facility agreement with STCW (the “Zydeco Revolver”). The facility has a borrowing capacity of $30.0 million. Loans advanced under the agreement have up to a six-month term.

Borrowings under the credit facility bear interest at the three-month LIBOR rate plus a margin. Additionally, we pay interest of 0.23% on any unused capacity. As of December 31, 2017, the interest rate for the Zydeco Revolver was 3.1%. The Zydeco Revolver matures on August 6, 2019.

Covenants

Under the Five Year Revolver due December 2022, the Five Year Fixed Facility, the Five Year Revolver due October 2019 and the Zydeco Revolver, we (and Zydeco in the case of the Zydeco Revolver) have, among other things:


•	agreed to restrict additional indebtedness not loaned by STCW;


•	to give the applicable facility pari passu ranking with any new indebtedness; and


•	to refrain from securing our assets except as agreed with STCW.

The facilities also contain customary events of default, such as nonpayment of principal, interest and fees when due and violation of covenants, as well as cross-default provisions under which a default under one credit facility may trigger an event of default in another facility with the same borrower. Any breach of covenants included in our debt agreements which could result in our related party lender demanding payment of the unpaid principal and interest balances will have a material adverse effect upon us and would likely require us to seek to renegotiate these debt arrangements with our related party lender and/or obtain new financing from other sources. As of December 31, 2017, we were in compliance with the covenants contained in the Five Year Revolver due December 2022, the Five Year Fixed Facility, the Five Year Revolver due October 2019, and Zydeco was in compliance with the covenants contained in the Zydeco Revolver.

Any breach of covenants including in our debt agreements which could result in our related party lender demanding payment of the unpaid principal and interest balances will have a material adverse effect upon us and likely require us to renegotiate these debt agreements with our related party lender and/or obtain new financing from other sources.

Borrowings and repayments under our credit facilities for 2017, 2016 and 2015 are disclosed in our consolidated statements of cash flows. See Note 3 – Acquisitions and Divestiture for additional information regarding our use of borrowings. See Note 10 – (Deficit) Equity for additional information regarding the source of our repayments.