Sunoco 2014 Annual Report Download - page 84

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Credit Facilities
In November 2013, the Partnership replaced its existing $550 million of credit facilities with a new $1.50 billion
unsecured credit facility (the "$1.50 billion Credit Facility"). The $1.50 billion Credit Facility contains an "accordion" feature,
under which the total aggregate commitment may be extended to $2.25 billion under certain conditions. The $1.50 billion
Credit Facility, which matures in November 2018, is available to fund the Operating Partnership's working capital
requirements, to finance acquisitions and capital projects, to pay distributions and for general partnership purposes. The $1.50
billion Credit Facility bears interest at LIBOR or the Base Rate (as defined in the facility), plus an applicable margin. The credit
facility may be prepaid at any time. Outstanding borrowings under this credit facility were $150 and $200 million at December
31, 2014 and 2013, respectively.
The $1.50 billion Credit Facility contains various covenants, including limitations on the creation of indebtedness and
liens, and other covenants related to the operation and conduct of the business of the Partnership and its subsidiaries. The credit
facility also limits the Partnership, on a rolling four-quarter basis, to a maximum total consolidated debt to consolidated
Adjusted EBITDA ratio, as defined in the underlying credit agreement, of 5.0 to 1, which can generally be increased to 5.5 to 1
during an acquisition period. The Partnership's ratio of total consolidated debt, excluding net unamortized fair value
adjustments, to consolidated Adjusted EBITDA was 3.7 to 1 at December 31, 2014, as calculated in accordance with the credit
agreement.
West Texas Gulf maintains 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. The credit facility also limits West Texas Gulf, on a rolling four-quarter basis, to a minimum fixed charge
coverage ratio of 1.00 to 1. In addition, the credit facility limits West Texas Gulf to a maximum leverage ratio of 2.00 to 1. West
Texas Gulf's fixed charge coverage ratio and leverage ratio were 1.67 to 1 and 0.85 to 1, respectively, at December 31, 2014.
Outstanding borrowings under this credit facility were $35 million at December 31, 2014 and 2013, respectively.
Senior Notes
The Operating Partnership had $175 million of 8.75 percent Senior Notes which matured and were repaid in February
2014 with borrowings under the $1.50 billion Credit Facility.
In November 2014, the Partnership issued $200 million of 4.25 percent Senior Notes and $800 million of 5.35 percent
Senior Notes (the "2024 and 2045 Senior Notes"), due April 2024 and May 2045, respectively. The terms and conditions of the
2024 and 2045 Senior Notes were comparable to those under other outstanding senior notes.
In April 2014, the Partnership issued $300 million of 4.25 percent Senior Notes and $700 million of 5.30 percent Senior
Notes (the "2024 and 2044 Senior Notes"), due April 2024 and April 2044, respectively. The terms and conditions of the 2024
and 2044 Senior Notes are comparable to those under other outstanding senior notes.
The net proceeds of $1.98 billion from the 2014 senior notes offerings were used to repay outstanding borrowings under
the $1.50 billion Credit Facility and for general partnership purposes.
Debt Guarantee
The Partnership currently serves as guarantor of the senior notes and of any obligations under the $1.50 billion Credit
Facility. This guarantee is full and unconditional. See Note 20 for supplemental condensed consolidating financial information.
11. Commitments and Contingent Liabilities
Total rental expense for the years ended December 31, 2014 and 2013; and for the periods from October 5, 2012 to
December 31, 2012 and from January 1, 2012 to October 4, 2012 amounted to $18, $12, $3 and $8 million, respectively. The
Partnership, as lessee, has non-cancelable operating leases for office space and equipment for which the aggregate amount of
future minimum annual rentals as of December 31, 2014 is as follows:
Year Ended December 31, (in millions)
2015 $ 6
2016 5
2017 4
2018 1
2019 —
Thereafter —
Total $ 16