Energy Transfer 2015 Annual Report Download - page 105

Table of Contents
On August 10, 2015, ETP entered into various supplemental indentures pursuant to which ETP has agreed to assume all of the obligations of Regency under
the following series of outstanding senior notes of Regency and Regency Energy Finance Corp., of which ETP was previously a co-obligor or parent
guarantor:
• $400 million in aggregate principal amount of 5.750% Senior Notes due 2020;
• $390 million in aggregate principal amount of 8.375% Senior Notes due 2020 (the “2020 Notes”);
• $260 million in aggregate principal amount of 6.500% Senior Notes due 2021 (the “2021 Notes”);
• $500 million in aggregate principal amount of 6.500% Senior Notes due 2021;
• $700 million in aggregate principal amount of 5.000% Senior Notes due 2022;
• $900 million in aggregate principal amount of 5.875% Senior Notes due 2022;
• $600 million in aggregate principal amount of 4.500% Senior Notes due 2023; and
• $700 million in aggregate principal amount of 5.500% Senior Notes due 2023.
The notes assumed from Regency are registered under the Securities Act of 1933 (as amended). The senior notes assumed from Regency may be redeemed at
any time, or from time to time, pursuant to the terms of the applicable indenture and related indenture supplements related to the Regency senior notes. The
balance is payable upon maturity and interest is payable semi-annually. The indentures on these notes contain various covenants that are similar to those of
the indentures on ETP’s senior notes.
The senior notes assumed from Regency are fully and unconditionally guaranteed, on a joint and several basis, by all of the consolidated subsidiaries that
were previously consolidated by Regency, except for ELG and its wholly-owned subsidiaries, Aqua – PVR and ORS.
On August 13, 2015, ETP redeemed in full the outstanding amount of the 2020 Notes and the 2021 Notes. The amount paid to redeem the 2020 Notes
included a make whole premium of approximately $40 million and the amount paid to redeem the 2021 Notes included a make whole premium of
approximately $24 million.
Sunoco Logistics Senior Notes Offerings
In November 2015, Sunoco Logistics issued $600 million aggregate principal amount of 4.40% senior notes due April 2021 and $400 million aggregate
principal amount of 5.95% senior notes due December 2025.
Credit Facilities
ETP Credit Facility
The ETP Credit Facility allows for borrowings of up to $3.75 billion and expires in November 2019. 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 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, 2015, the ETP Credit Facility had $1.36 billion outstanding, and the amount available for future borrowings was $2.24 billion after
taking into account letters of credit of $145 million. The weighted average interest rate on the total amount outstanding as of December 31, 2015 was 1.86%.
Sunoco Logistics Credit Facility
Sunoco Logistics maintains a $2.50 billion unsecured credit facility (the “Sunoco Logistics Credit Facility”) which matures in March 2020. The Sunoco
Logistics Credit Facility contains an accordion feature, under which the total aggregate commitment may be extended to $3.25 billion under certain
conditions.
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