(9) DEBT

The components of debt as of September 30, 2015 and December 31, 2014 consisted of the following:


	September 30,		December 31,
	2015		2014
	(in millions)
Short-term debt:
7.15% Senior Notes due 2018	$	1	$	1
Variable rate (1.515% at December 31, 2014) bridge facility, due December 2015 (1)		–		4,500
Total short-term debt	$	1	$	4,501

Long-term debt:
Commercial paper (1.266% at September 30, 2015)	$	520	$	–
Variable rate (1.664% and 1.515% at September 30, 2015 and December 31, 2014, respectively) unsecured revolving credit facility		280		300
Variable rate (1.545% at December 31, 2014) term loan facility, due December 2016 (2)		–		500
7.35% Senior Notes due 2017		15		15
7.125% Senior Notes due 2017		25		25
7.15% Senior Notes due 2018		27		27
3.3% Senior Notes due 2018		350		–
7.5% Senior Notes due 2018		600		600
4.05% Senior Notes due 2020		850		–
4.10% Senior Notes due 2022		1,000		1,000
4.95% Senior Notes due 2025		1,000		–
Unamortized discount		(4)		(1)
Total long-term debt	$	4,663	$	2,466

Total debt	$	4,664	$	6,967

⁽¹⁾

The bridge facility was repaid in full in January 2015 with proceeds from the issuance of $2.2 billion of long-term senior notes and $2.3 billion of common and mandatory convertible preferred stock.

⁽²⁾

The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeastern Pennsylvania gathering assets and borrowings under the revolving credit facility.

Commercial Paper

In April 2015, the Company entered into a commercial paper program. The Company may issue up to $2 billion in commercial paper under the program. However, outstanding borrowings from the commercial paper program combined with outstanding borrowings under the revolving credit facility may not exceed $2 billion. The commercial paper issuance may have terms of up to 397 days and will bear interest at rates agreed upon at the time of each issuance. The Company’s short-term corporate credit ratings are currently A-3 by Standard & Poor’s, P-3 by Moody’s and F3 by Fitch Investor Services. As of September 30, 2015, the Company had $520 million of outstanding issuance under its commercial paper program at an average rate of 1.266%. As the Company has the intent, if necessary, and ability to refinance the balance due with borrowings under its revolving credit facility, the $520 million outstanding under the commercial paper program was classified as long-term debt on the September 30, 2015 unaudited condensed consolidated balance sheet.

Public Offering of Senior Notes

In January 2015, the Company completed a public offering of $350 million aggregate principal amount of its 3.30% senior notes due 2018 (the “2018 Notes”), $850 million aggregate principal amount of its 4.05% senior notes due 2020 (the “2020 Notes”) and $1 billion aggregate principal amount of its 4.95% senior notes due 2025 (the “2025 Notes”), with net proceeds from the offering totaling approximately $2.2 billion after underwriting discounts and offering expenses. The Notes were sold to the public at a price of 99.949% of their face value for the 2018 Notes, 99.897% of their face value for the 2020 Notes and 99.782% of their face value for the 2025 Notes. The proceeds from this offering were used to repay the remaining principal and interest outstanding under the Company’s $4.5 billion 364-day bridge term loan facility, which was first reduced with proceeds from the Company’s concurrent underwritten public offerings of common and preferred stock, and were also used to repay a portion of amounts outstanding under the Company’s revolving credit facility. As a result of this repayment, the Company expensed $47 million of short-term unamortized debt issuance costs related to the bridge facility in January 2015 recognized in other interest charges on the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2015.

Credit and Term Facilities

The Company’s revolving credit facility, entered into in December 2013, provides a borrowing capacity of up to $2.0 billion and matures in December 2018, with options for two one-year extensions with participating lender approval. The amount available under the revolving credit facility may be increased by $500 million upon the Company’s agreement with its participating lenders. The interest rate on the revolving credit facility is calculated based upon the Company’s credit rating and is currently 150 basis points over the current LIBOR as of September 30, 2015. The revolving credit facility is unsecured and is not guaranteed by any subsidiaries of the Company. The revolving credit facility contains covenants imposing certain restrictions on the Company, including a financial covenant under which Southwestern may not issue total debt in excess of 60% of its total adjusted book capital. This financial covenant with respect to capitalization percentages excludes the effects of any full cost ceiling impairments, certain hedging activities and the Company’s pension and other postretirement liabilities. As of September 30, 2015, the Company was in compliance with the covenants of its revolving credit facility and other debt agreements.

On December 19, 2014, the Company entered into a $500 million unsecured two-year term loan credit agreement with various lenders. The term loan facility, prior to its termination, required prepayment under certain circumstances from the net cash proceeds of sales of equity or certain assets and borrowings outside the ordinary course of business. The term loan facility was repaid in full in April 2015 with proceeds from the divestiture of the Company’s northeast Pennsylvania gathering assets and borrowings under the Company’s revolving credit facility.