Sunoco 2012 Annual Report Download - page 92

275 basis points per annum. The proceeds from this note were used to fund a portion of the purchase price of the
Partnership’s acquisition of a butane blending business in July 2010. The Partnership repaid this note in full
during the fourth quarter 2011.
Credit Facilities
The Partnership maintains two credit facilities totaling $550 million to fund the Partnership’s 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 these credit facilities were $119 million at December 31, 2012.
The $350 and $200 million credit facilities contain various covenants limiting the Partnership’s ability to
incur indebtedness; grant certain liens; make certain loans, acquisitions and investments; make any material
change to the nature of its business; or enter into a merger or sale of assets, including the sale or transfer of
interests in the Operating Partnership’s subsidiaries. The credit facilities also limit the Partnership, on a rolling
four-quarter basis, to a maximum total consolidated debt to consolidated EBITDA ratio, as defined in the
underlying credit agreements, 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 debt, excluding net unamortized fair value adjustments, to EBITDA was
2.0 to 1 at December 31, 2012, as calculated in accordance with the credit agreements.
In connection with the acquisition of Sunoco by ETP in October 2012, Sunoco’s interests in the general
partner and limited partnership were contributed to ETP, resulting in a change of control of the Partnership’s
general partner. This would have represented an event of default under the Partnership’s credit facilities as the
general partner interest would no longer be owned by Sunoco. During the third quarter 2012, the Partnership
amended this provision of its credit facilities to avoid an event of default upon the transfer of the general partner
interest to ETP.
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. The credit facility also limits West Texas Gulf, on a
rolling four-quarter basis, to a minimum fixed charge coverage ratio, as defined in the underlying credit
agreement. The ratio for the fiscal quarter ending December 31, 2012 shall not be less than 1.00 to 1. The
minimum ratio fluctuates between 0.80 to 1 and 1.00 to 1 throughout the term of the revolver as specified in the
credit agreement. 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 1.29 to 1 and 0.62 to 1, respectively, at
December 31, 2012. Outstanding borrowings under this credit facility were $20 million at December 31, 2012.
Senior Notes
The Operating Partnership had $250 million of 7.25 percent Senior Notes which matured and were repaid in
February 2012.
In January 2013, the Operating Partnership issued $350 million of 3.45 percent Senior Notes and
$350 million of 4.95 percent 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
the Operating Partnership’s 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 and $200 million credit facilities and for
general partnership purposes.
In July 2011, the Operating Partnership issued $300 million of 4.65 percent Senior Notes and $300 million
of 6.10 percent Senior Notes (the “2022 and 2042 Senior Notes”), due February 2022 and February 2042,
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