XML 93 R19.htm IDEA: XBRL DOCUMENT v2.4.1.9
Debt Obligations
12 Months Ended
Dec. 31, 2014
Debt Obligations [Abstract]  
Debt Obligations

Note 12.  Debt Obligations

The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated:

 
 
December 31,
 
 
 
2014
  
2013
 
EPO senior debt obligations:
 
  
 
Commercial Paper Notes, variable-rate (1)
 
$
906.5
  
$
475.0
 
Senior Notes O, 9.75% fixed-rate, due January 2014
  
--
   
500.0
 
Senior Notes G, 5.60% fixed-rate, due October 2014
  
--
   
650.0
 
Senior Notes I, 5.00% fixed-rate, due March 2015
  
250.0
   
250.0
 
Senior Notes X, 3.70% fixed-rate, due June 2015
  
400.0
   
400.0
 
Senior Notes FF, 1.25% fixed-rate, due August 2015
  
650.0
   
650.0
 
$1.5 Billion 364-Day Credit Agreement, variable-rate, due September 2015
  
--
   
--
 
Senior Notes AA, 3.20% fixed-rate, due February 2016
  
750.0
   
750.0
 
Senior Notes L, 6.30% fixed-rate, due September 2017
  
800.0
   
800.0
 
Senior Notes V, 6.65% fixed-rate, due April 2018
  
349.7
   
349.7
 
$3.5 Billion Multi-Year Revolving Credit Facility, variable-rate, due June 2018
  
--
   
--
 
Senior Notes N, 6.50% fixed-rate, due January 2019
  
700.0
   
700.0
 
Senior Notes LL,2.55% fixed-rate, due October 2019
  
800.0
   
--
 
Senior Notes Q, 5.25% fixed-rate, due January 2020
  
500.0
   
500.0
 
Senior Notes Y, 5.20% fixed-rate, due September 2020
  
1,000.0
   
1,000.0
 
Senior Notes CC, 4.05% fixed-rate, due February 2022
  
650.0
   
650.0
 
Senior Notes HH, 3.35% fixed-rate, due March 2023
  
1,250.0
   
1,250.0
 
Senior Notes JJ, 3.90% fixed-rate, due February 2024
  
850.0
   
--
 
Senior Notes MM, 3.75% fixed-rate, due February 2025
  
1,150.0
   
--
 
Senior Notes D, 6.875% fixed-rate, due March 2033
  
500.0
   
500.0
 
Senior Notes H, 6.65% fixed-rate, due October 2034
  
350.0
   
350.0
 
Senior Notes J, 5.75% fixed-rate, due March 2035
  
250.0
   
250.0
 
Senior Notes W, 7.55% fixed-rate, due April 2038
  
399.6
   
399.6
 
Senior Notes R, 6.125% fixed-rate, due October 2039
  
600.0
   
600.0
 
Senior Notes Z, 6.45% fixed-rate, due September 2040
  
600.0
   
600.0
 
Senior Notes BB, 5.95% fixed-rate, due February 2041
  
750.0
   
750.0
 
Senior Notes DD, 5.70% fixed-rate, due February 2042
  
600.0
   
600.0
 
Senior Notes EE, 4.85% fixed-rate, due August 2042
  
750.0
   
750.0
 
Senior Notes GG, 4.45% fixed-rate, due February 2043
  
1,100.0
   
1,100.0
 
Senior Notes II, 4.85% fixed-rate, due March 2044
  
1,400.0
   
1,000.0
 
Senior Notes KK, 5.10% fixed-rate, due February 2045
  
1,150.0
   
--
 
Senior Notes NN, 4.95% fixed-rate, due October 2054
  
400.0
   
--
 
TEPPCO senior debt obligations:
        
TEPPCO Senior Notes, 6.65% fixed-rate, due April 2018
  
0.3
   
0.3
 
TEPPCO Senior Notes, 7.55% fixed-rate, due April 2038
  
0.4
   
0.4
 
Total principal amount of senior debt obligations
  
19,856.5
   
15,825.0
 
EPO Junior Subordinated Notes A, fixed/variable-rate, due August 2066 (2)
  
550.0
   
550.0
 
EPO Junior Subordinated Notes C, fixed/variable-rate, due June 2067 (3)
  
285.8
   
285.8
 
EPO Junior Subordinated Notes B, fixed/variable-rate, due January 2068 (4)
  
682.7
   
682.7
 
TEPPCO Junior Subordinated Notes, fixed/variable-rate, due June 2067
  
14.2
   
14.2
 
Total principal amount of senior and junior debt obligations
  
21,389.2
   
17,357.7
 
Other, non-principal amounts
  
(25.4
)
  
(6.2
)
Less current maturities of debt (5)
  
(2,206.4
)
  
(1,125.0
)
Total long-term debt
 
$
19,157.4
  
$
16,226.5
 
  
(1)     Principal amounts outstanding at December 31, 2014 have interest rates ranging from 0.22% and 0.77% and are due in January 2015.
(2)     Fixed rate of 8.375% through August 1, 2016; thereafter, variable rate based on 3-month LIBOR plus 3.7075%.
(3)     Fixed rate of 7.00% through September 1, 2017; thereafter, variable rate based on 3-month LIBOR plus 2.7775%.
(4)     Fixed rate of 7.034% through January 15, 2018; thereafter, the rate will be the greater of 7.034% or a variable rate based on 3-month LIBOR plus 2.68%.
(5)     We expect to refinance the current maturities of our debt obligations at or prior to their maturity.
 

The following table presents contractually scheduled maturities of our consolidated debt obligations outstanding at December 31, 2014 for the next five years, and in total thereafter:

 
 
  
Scheduled Maturities of Debt
 
 
 
Total
  
2015
  
2016
  
2017
  
2018
  
2019
  
Thereafter
 
Commercial Paper
 
$
906.5
  
$
906.5
  
$
--
  
$
--
  
$
--
  
$
--
  
$
--
 
Senior Notes
  
18,950.0
   
1,300.0
   
750.0
   
800.0
   
350.0
   
1,500.0
   
14,250.0
 
Junior Subordinated Notes
  
1,532.7
   
--
   
--
   
--
   
--
   
--
   
1,532.7
 
Total
 
$
21,389.2
  
$
2,206.5
  
$
750.0
  
$
800.0
  
$
350.0
  
$
1,500.0
  
$
15,782.7
 
 
Parent-Subsidiary Guarantor Relationships

Enterprise Products Partners L.P. acts as guarantor of the consolidated debt obligations of EPO with the exception of the remaining debt obligations of TEPPCO.  If EPO were to default on any of its guaranteed debt, Enterprise Products Partners L.P. would be responsible for full and unconditional repayment of that obligation.

EPO Debt Obligations

Commercial Paper Notes.  In August 2012, EPO established a commercial paper program under which it may issue (and have outstanding at any time) up to $2.0 billion in the aggregate of short-term commercial paper notes.  We intend to maintain a minimum available borrowing capacity under EPO's $3.5 Billion Multi-Year Revolving Credit Facility equal to any amount outstanding under commercial paper notes as a back-stop to the program.  All commercial paper notes issued under the program are senior unsecured obligations of EPO that are unconditionally guaranteed by Enterprise Products Partners L.P.

$1.5 Billion 364-Day Credit Agreement.  In September 2014, EPO entered into a new 364-Day Revolving Credit Agreement (the "$1.5 Billion 364-Day Credit Agreement").  Under the terms of the $1.5 Billion 364-Day Credit Agreement, EPO may borrow up to $1.5 billion (which may be increased by up to $200 million to $1.7 billion at EPO's election) at a variable interest rate for a term of 364 days, subject to the terms and conditions set forth therein. On October 1, 2014, we borrowed $1.5 billion under this facility to partially fund the cash consideration paid under Step 1 of the Oiltanking acquisition (see Note 10).  This amount was subsequently repaid using proceeds from the issuance of senior notes in October 2014.

To the extent that principal amounts are outstanding, EPO's obligations under the $1.5 Billion 364-Day Credit Agreement are not secured by any collateral; however, they are guaranteed by Enterprise Products Partners L.P. Any amounts borrowed under the $1.5 Billion 364-Day Credit Agreement mature on September 29, 2015, although EPO may, between 15 and 60 days prior to the maturity date, elect to have the entire principal balance then outstanding continued as non-revolving term loans for a period of one additional year, payable on September 29, 2016.

The $1.5 Billion 364-Day Credit Agreement contains customary representations, warranties, covenants (affirmative and negative) and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of any amounts borrowed under the $1.5 Billion 364-Day Credit Agreement.  The $1.5 Billion 364-Day Credit Agreement also restricts EPO's ability to pay cash distributions to its parent, Enterprise Products Partners L.P., if a default or an event of default (as defined in the $1.5 Billion 364-Day Credit Agreement) has occurred and is continuing at the time such distribution is scheduled to be paid or would result therefrom.

$3.5 Billion Multi-Year Revolving Credit Facility. In June 2013, EPO amended the terms of its $3.5 Billion Multi-Year Revolving Credit Facility to, among other things, extend the maturity date of commitments under the agreement from September 2016 to June 2018 and lower the applicable margin on borrowings.  Borrowings under this revolving credit facility may be used for working capital, capital expenditures, acquisitions and general company purposes.

As defined by the credit agreement, variable interest rates charged under this revolving credit facility bear interest at LIBOR plus an applicable margin.  In addition, EPO is required to pay a quarterly facility fee on each lender's commitment irrespective of commitment usage.  This revolving credit facility allows us to request up to two one-year extensions of the maturity date, subject to lender approval.  The total amount of the bank commitments may be increased, without the consent of the lenders, by an amount not exceeding $500 million by adding one or more lenders to the facility and/or requesting that the commitments of existing lenders be increased.

The revolving credit facility contains certain financial and other customary affirmative and negative covenants.  The credit agreement also restricts EPO's ability to pay cash distributions to Enterprise Products Partners L.P. if a default or an event of default (as defined in the credit agreement) has occurred and is continuing at the time such distribution is scheduled to be paid.  EPO's borrowings under this revolving credit facility are unsecured general obligations that are guaranteed by Enterprise Products Partners L.P. and are non-recourse to Enterprise GP.

Senior Notes.  EPO's fixed-rate senior notes are unsecured obligations of EPO that rank equal with its existing and future unsecured and unsubordinated indebtedness.  They are senior to any existing and future subordinated indebtedness of EPO.  EPO's senior notes are subject to make-whole redemption rights and were issued under indentures containing certain covenants, which generally restrict its ability (with certain exceptions) to incur debt secured by liens and engage in sale and leaseback transactions.  In total, EPO issued $4.75 billion, $2.25 billion and $2.5 billion of senior notes during the years ended December 31, 2014, 2013 and 2012, respectively.

In February 2014, EPO issued $850 million in principal amount of 3.90% senior notes due February 2024 ("Senior Notes JJ") and $1.15 billion in principal amount of 5.10% senior notes due February 2045 ("Senior Notes KK").  Senior Notes JJ were issued at 99.811% of their principal amount and Senior Notes KK were issued at 99.845% of their principal amount.  Net proceeds from the issuance of Senior Notes JJ and KK were used to repay debt, including amounts then outstanding under EPO's commercial paper program (which EPO used to repay $500 million in principal amount of Senior Notes O that matured in January 2014) and for general company purposes.

In October 2014, EPO issued $800 million in principal amount of 2.55% senior notes due October 2019 ("Senior Notes LL"), $1.15 billion in principal amount of 3.75% senior notes due February 2025 ("Senior Notes MM") and $400 million in principal amount of 4.95% senior notes due October 2054 ("Senior Notes NN").  Senior Notes LL, MM and NN were issued at 99.981%, 99.681% and 98.356% of their principal amounts, respectively.  EPO also issued an additional $400 million in principal amount of its 4.85% Senior Notes II due March 2044.  The additional Senior Notes II were issued at 100.836% of their principal amount.  Net proceeds from the issuance of these senior notes were used as follows: (i) to repay debt principal amounts outstanding under EPO's $1.5 Billion 364-Day Credit Agreement and commercial paper program (both of which were used to partially fund the cash consideration paid in Step 1 of the Oiltanking acquisition), (ii) to repay $650 million in principal amount of Senior Notes G that matured in October 2014, and (iii) for general company purposes.

Junior Subordinated Notes.  EPO's payment obligations under its junior notes are subordinated to all of its current and future senior indebtedness (as defined in the related indenture agreement).  Enterprise Products Partners L.P. guarantees repayment of amounts due under these junior notes through an unsecured and subordinated guarantee.  The indenture agreement governing these notes allows EPO to defer interest payments on one or more occasions for up to ten consecutive years subject to certain conditions.  Subject to certain exceptions, during any period in which interest payments are deferred, neither we nor EPO can declare or make any distributions on any of our respective equity securities or make any payments on indebtedness or other obligations that rank equal with or are subordinate to our junior notes.  Each series of our junior notes rank equal with each other.  Generally, each series of junior notes are not redeemable by EPO absent payment of a make-whole premium (while such notes bear interest at a fixed annual rate).

In connection with the issuance of each series of junior notes, EPO entered into separate Replacement Capital Covenants in favor of covered debt holders (as defined in the underlying documents) pursuant to which EPO agreed, for the benefit of such debt holders, that it would not redeem or repurchase such junior notes unless such redemption or repurchase is made using proceeds from the issuance of certain securities.

The following table summarizes the interest rate terms of our junior subordinated notes:

Series
Fixed Annual
Interest Rate
Variable Annual
Interest Rate
Thereafter
Junior Subordinated Notes A
8.375% through August 2016 (1)
3-month LIBOR rate + 3.708%  (4)
Junior Subordinated Notes B
7.034% through January 2018 (2)
Greater of:  (i) 3-month LIBOR rate + 2.68%  or (ii) 7.034%  (5)
Junior Subordinated Notes C
7.00% through September 2017 (3)
3-month LIBOR rate + 2.778%  (6)
(1)       Interest is payable semi-annually in arrears in February and August of each year, which commenced in February 2007.
(2)       Interest is payable semi-annually in arrears in January and July of each year, which commenced in January 2008.
(3)       Interest is payable semi-annually in arrears in June and December of each year, which commenced in December 2009.
(4)       Interest is payable quarterly in arrears in February, May, August and November of each year commencing in November 2016.
(5)       Interest is payable quarterly in arrears in January, April, July and October of each year commencing in April 2018.
(6)       Interest is payable quarterly in arrears in March, June, September and December of each year commencing in June 2017.

Letters of Credit

At December 31, 2014, EPO had $2.5 million of letters of credit outstanding related to operations at our facilities and motor fuel tax obligations.

Lender Financial Covenants

We were in compliance with the financial covenants of our consolidated debt agreements at December 31, 2014.

Information Regarding Variable Interest Rates Paid

The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the year ended December 31, 2014:

 
Range of Interest
Rates Paid
Weighted-Average
Interest Rate Paid
EPO $3.5 Billion Multi-Year Revolving Credit Facility
1.13% to 1.14%
1.13%
EPO $1.5 Billion 364-Day Credit Agreement
1.15% to 1.15%
1.15%