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Related Party Debt

12 Months Ended

Dec. 31, 2018

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


	December 31,
	2018										2017
	Outstanding Balance		Total Capacity		Available Capacity		Outstanding Balance		Total Capacity		Available Capacity
Seven Year Fixed Facility	$	600.0	$	600.0	$	—	$	—	$	—	$	—
Five Year Revolver due July 2023⁽¹⁾	494.0		760.0		266.0		246.9		760.0		513.1
Five Year Revolver due December 2022	400.0		1,000.0		600.0		1,000.0		1,000.0		—
Five Year Fixed Facility	600.0		600.0		—		600.0		600.0		—
Zydeco Revolver	—		30.0		30.0		—		30.0		30.0
Unamortized debt issuance costs	(3.3)		n/a		n/a		(2.9)		n/a		n/a
Debt payable – related party	$	2,090.7	$	2,990.0	$	896.0	$	1,844.0	$	2,390.0	$	543.1

⁽¹⁾ On August 1, 2018, the Partnership extended the maturity date. This was previously referred to as the Five Year Revolver due October 2019.

Interest and fee expenses associated with our borrowings, net of capitalized interest, were $61.0 million, $29.4 million and $8.6 million for 2018, 2017 and 2016, respectively, of which we paid $53.2 million, $25.0 million and $7.0 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 and our Seven Year Fixed Facility 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, 2018, the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $2,094.0 million and $2,099.1 million, respectively. 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.

The Seven Year Fixed Facility was fully drawn on August 1, 2018 and the borrowings were used to partially repay borrowings under the Five Year Revolver due December 2022.

On May 11, 2018, we funded the May 2018 Acquisition with $494.0 million in borrowings under the Five Year Revolver due July 2023 and $726.0 million in borrowings under the Five Year Revolver due December 2022.

On February 6, 2018, we used net proceeds from sales of common units and from our general partner’s proportionate capital

contribution to repay $246.9 million of borrowings outstanding under our Five Year Revolver due July 2023 and $726.0 million

of borrowings outstanding under our Five Year Revolver due December 2022.

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 July 2023. 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 July 2023.

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 July 2023 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 July 2023.

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 July 2023 and all $137.4 million of borrowings outstanding under the 364-Day Revolver.

Credit Facility Agreements

Seven Year Fixed Facility

On July 31, 2018, we entered into a seven-year fixed rate credit facility with STCW with a borrowing capacity of $600.0 million (the “Seven Year Fixed Facility”). We incurred an issuance fee of $1.3 million, which was paid on August 7, 2018. The Seven Year Fixed Facility contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the maturity date of amounts borrowed under the Seven Year Fixed Facility.

The Seven Year Fixed Facility bears an interest rate of 4.06% per annum and matures on July 31, 2025.

Five Year Revolver due July 2023

On August 1, 2018, we amended and restated the five year revolving credit facility originally due October 2019 such that the facility will now mature on July 31, 2023 (the “Five Year Revolver due July 2023”). The Five Year Revolver due July 2023 will continue to bear interest at LIBOR plus a margin and we continue to pay interest of 0.19% on any unused capacity. Commitment fees began to accrue beginning on the date we entered into the agreement.

As of December 31, 2018, the annualized weighted average interest rate for the Five Year Revolver due July 2023 was 3.6%. There is no issuance fee associated with this amendment. All other material terms and conditions of the Five Year Revolver due July 2023 remain unchanged.

The Five Year Revolver due July 2023 was originally entered into on November 3, 2014. On September 27, 2016, we amended and restated the Five Year Revolver due July 2023 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 July 2023 provides that loans advanced under the facility can have a term ending on or before its maturity date.

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, 2018, the weighted average interest rate for the Five Year Revolver due December 2022 was 3.3%. 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.

364-Day Revolver

On June 29, 2015, we entered into a revolving credit facility (the “364-Day Revolver”) with STCW which 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, 2018, the interest rate for the Zydeco Revolver was 3.9%. The Zydeco Revolver matures on August 6, 2019.

Covenants

Under the Seven Year Fixed Facility, the Five Year Revolver due July 2023, the Five Year Revolver due December 2022, the Five Year Fixed Facility, 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, 2018, we were in compliance with the covenants contained in the Seven Year Fixed Facility, the Five Year Revolver due July 2023, the Five Year Revolver due December 2022, the Five Year Fixed Facility, and Zydeco was in compliance with the covenants contained in the Zydeco Revolver.

Borrowings and repayments under our credit facilities for 2018, 2017 and 2016 are disclosed in our consolidated statements of cash flows. See Note 4 – Acquisitions and Divestiture for additional information regarding our use of borrowings. See Note 11 – (Deficit) Equity for additional information regarding the source of our repayments.