Energy Transfer 2012 Annual Report Download - page 102

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proceeds of approximately $1.24 billion from this offering to repay borrowings outstanding under our revolving credit facility
and for general partnership purposes.
In addition, in January 2013, Sunoco Logistics issued $350 million of 3.45% Senior Notes and $350 million of 4.95% Senior
Notes (the “2023 and 2043 Senior Notes”), due January 2023 and January 2043, respectively. The terms and conditions of the
2023 and 2043 Senior Notes are comparable to those under Sunoco Logistics' existing Senior Notes. The net proceeds of $691
million from the 2023 and 2043 Senior Notes were used to pay outstanding borrowings under the $350 million and $200 million
Credit Facilities and for general partnership purposes.
Revolving Credit Facilities
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $2.5 billion and expires in October 2016. The indebtedness under the ETP
Credit Facility is unsecured and not guaranteed by any of the Partnership’s subsidiaries and has equal rights to holders of our
current and future unsecured debt. The indebtedness under the ETP Credit Facility has the same priority of payment as our other
current and future unsecured debt.
We use the ETP Credit Facility to provide temporary financing for our growth projects, as well as for general partnership purposes.
We typically repay amounts outstanding under the ETP Credit Facility with proceeds from common unit offerings or long-term
notes offerings. The timing of borrowings depends on the Partnership’s activities and the cash available to fund those activities.
The repayments of amounts outstanding under the ETP Credit Facility depend on multiple factors, including market conditions
and expectations of future working capital needs, and ultimately are a financing decision made by management. Therefore, the
balance outstanding under the ETP Credit Facility may vary significantly between periods. We do not believe that such fluctuations
indicate a significant change in our liquidity position, because we expect to continue to be able to repay amounts outstanding
under the ETP Credit Facility with proceeds from common unit offerings or long-term note offerings.
As of December 31, 2012, we had $1.40 billion outstanding under the ETP Credit Facility, and the amount available for future
borrowings was $1.03 billion taking into account letters of credit of $72.0 million. The weighted average interest rate on the total
amount outstanding as of December 31, 2012 was 1.71%.
Southern Union Credit Facility
The Southern Union Credit Facility provides for borrowings of up to $700 million and expires in May 2016. Borrowings under
the Southern Union Credit Facility are available for working capital, other general company purposes and letter of credit
requirements. The interest rate and commitment fee under the Southern Union Credit Facility are calculated using a pricing grid,
which is based on the credit ratings for Southern Union's senior unsecured notes. The weighted average interest rate on the total
amount outstanding as of December 31, 2012 was 1.84%.
On August 10, 2012, Southern Union entered into a First Amendment of the Southern Union Credit Facility. The amendment
provides for, among other things, (i) a revision to the change of control definition to permit equity ownership of Southern Union
by ETP or any direct subsidiaries of ETP in addition to ETE or any direct or indirect subsidiary of ETE; and (ii) a waiver of any
potential default that may result from the Holdco Transaction.
Sunoco Logistics Credit Facilities
Sunoco Logistics maintains two credit facilities to fund its working capital requirements, finance acquisitions and capital projects
and for general partnership purposes. The credit facilities consist of a $350 million unsecured credit facility which expires in
August 2016 (the “$350 million Credit Facility”) and a $200 million unsecured credit facility which expires in August 2013 (the
“$200 million Credit Facility”). Outstanding borrowings under $350 million Credit Facility and $200 million Credit Facility were
$93 million and $26 million, respectively, at December 31, 2012.
In May 2012, West Texas Gulf entered into a $35 million revolving credit facility (the “$35 million Credit Facility”) which expires
in April 2015. The facility is available to fund West Texas Gulf’s general corporate purposes including working capital and capital
expenditures. Outstanding borrowings under this credit facility were $20 million at December 31, 2012.
Covenants Related to ETP Credit Agreements
The agreements relating to the ETP Senior Notes contain restrictive covenants customary for an issuer with an investment-grade
rating from the rating agencies, which covenants include limitations on liens and a restriction on sale-leaseback transactions.
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