Debt Obligations

9 Months Ended

Sep. 30, 2021

Debt Obligations [Abstract]

Debt Obligations

Note 7.  Debt Obligations

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

	September 30, 2021			December 31, 2020
EPO senior debt obligations:
Commercial Paper Notes, variable-rates	$	–		$	–
Senior Notes TT, 2.80% fixed-rate, due February 2021		–			750.0
Senior Notes RR, 2.85% fixed-rate, due April 2021		–			575.0
Senior Notes VV, 3.50% fixed-rate, due February 2022		750.0			750.0
Senior Notes CC, 4.05% fixed-rate, due February 2022		650.0			650.0
September 2021 364-Day Revolving Credit Agreement, variable-rate, due September 2022		–			–
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			850.0
Senior Notes MM, 3.75% fixed-rate, due February 2025		1,150.0			1,150.0
Senior Notes PP, 3.70% fixed-rate, due February 2026		875.0			875.0
September 2021 Multi-Year Revolving Credit Agreement, variable-rate, due September 2026		–			–
Senior Notes SS, 3.95% fixed-rate, due February 2027		575.0			575.0
Senior Notes WW, 4.15% fixed-rate, due October 2028		1,000.0			1,000.0
Senior Notes YY, 3.125% fixed-rate, due July 2029		1,250.0			1,250.0
Senior Notes AAA, 2.80% fixed-rate, due January 2030		1,250.0			1,250.0
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			1,400.0
Senior Notes KK, 5.10% fixed-rate, due February 2045		1,150.0			1,150.0
Senior Notes QQ, 4.90% fixed-rate, due May 2046		975.0			975.0
Senior Notes UU, 4.25% fixed-rate, due February 2048		1,250.0			1,250.0
Senior Notes XX, 4.80% fixed-rate, due February 2049		1,250.0			1,250.0
Senior Notes ZZ, 4.20% fixed-rate, due January 2050		1,250.0			1,250.0
Senior Notes BBB, 3.70% fixed-rate, due January 2051		1,000.0			1,000.0
Senior Notes DDD, 3.20% fixed-rate, due February 2052		1,000.0			1,000.0
Senior Notes EEE, 3.30% fixed-rate, due February 2053		1,000.0			–
Senior Notes NN, 4.95% fixed-rate, due October 2054		400.0			400.0
Senior Notes CCC, 3.95% fixed rate, due January 2060		1,000.0			1,000.0
TEPPCO senior debt obligations:
TEPPCO Senior Notes, 7.55% fixed-rate, due April 2038		0.4			0.4
Total principal amount of senior debt obligations		27,175.0			27,500.0
EPO Junior Subordinated Notes C, variable-rate, due June 2067 (1)		232.2			232.2
EPO Junior Subordinated Notes D, fixed/variable-rate, due August 2077 (2)		700.0			700.0
EPO Junior Subordinated Notes E, fixed/variable-rate, due August 2077 (3)		1,000.0			1,000.0
EPO Junior Subordinated Notes F, fixed/variable-rate, due February 2078 (4)		700.0			700.0
TEPPCO Junior Subordinated Notes, variable-rate, due June 2067 (1)		14.2			14.2
Total principal amount of senior and junior debt obligations		29,821.4			30,146.4
Other, non-principal amounts		(289.3	)		(280.7	)
Less current maturities of debt		(1,399.3	)		(1,325.0	)
Total long-term debt	$	28,132.8		$	28,540.7

(1)	Variable rate is reset quarterly and based on 3-month London Interbank Offered Rate ("LIBOR"), plus 2.778%.
(2)	Fixed rate of 4.875% through August 15, 2022; thereafter, a variable rate reset quarterly and based on 3-month LIBOR plus 2.986%.
(3)	Fixed rate of 5.250% through August 15, 2027; thereafter, a variable rate reset quarterly and based on 3-month LIBOR plus 3.033%.
(4)	Fixed rate of 5.375% through February 14, 2028; thereafter, a variable rate reset quarterly and based on 3-month LIBOR plus 2.57%.

References to “TEPPCO” mean TEPPCO Partners, L.P. prior to its merger with one of our wholly owned subsidiaries in October 2009.

Variable Interest Rates

The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the nine months ended September 30, 2021:

	Range of Interest Rates Paid	Weighted-Average Interest Rate Paid
Commercial Paper Notes	0.15% to 0.25%	0.21%
EPO Junior Subordinated Notes C and TEPPCO Junior Subordinated Notes	2.90% to 3.00%	2.95%

Amounts borrowed under EPO’s September 2021 364-Day Revolving Credit Agreement and September 2021 Multi-Year Revolving Credit Agreement bear interest, at its election, equal to: (i) LIBOR, plus an additional variable spread; or (ii) an alternate base rate, which is the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.5%, or (c) LIBOR for an interest period of one month in effect on such day plus 1%, and a variable spread. The applicable spreads are determined based on EPO's debt ratings.

In July 2017, the Financial Conduct Authority in the U.K. announced a desire to phase out LIBOR as a benchmark by the end of June 2023. Financial industry working groups are developing replacement rates and methodologies to transition existing agreements that depend on LIBOR as a reference rate.  We currently do not expect the transition from LIBOR to have a material financial impact on us.

Scheduled Maturities of Debt

The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at September 30, 2021 for the next five years, and in total thereafter:

				Scheduled Maturities of Debt
	Total			Remainder of 2021			2022			2023			2024			2025			Thereafter
Senior Notes		$	27,175.0		$	–		$	1,400.0		$	1,250.0		$	850.0		$	1,150.0		$	22,525.0
Junior Subordinated Notes			2,646.4			–			–			–			–			–			2,646.4
Total		$	29,821.4		$	–		$	1,400.0		$	1,250.0		$	850.0		$	1,150.0		$	25,171.4

In February 2021, EPO repaid all of the $750.0 million in principal amount of its Senior Notes TT using remaining cash on hand attributable to its August 2020 senior notes offering and proceeds from the issuance of short-term notes under its commercial paper program.

In March 2021, EPO redeemed all of the $575.0 million outstanding principal amount of its Senior Notes RR one month prior to their scheduled maturity in April 2021.  These notes were redeemed at par (i.e., at a redemption price equal to the outstanding principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon) using proceeds from the issuance of short-term notes under its commercial paper program.

September 2021 364-Day Revolving Credit Agreement

In September 2021, EPO entered into a new 364-Day Revolving Credit Agreement (the “September 2021 364-Day Revolving Credit Agreement”) that replaced its September 2020 364-Day Revolving Credit Agreement.  There were no principal amounts outstanding under the September 2020 364-Day Revolving Credit Agreement when it was replaced by the September 2021 364-Day Revolving Credit Agreement.  At September 30, 2021, there were no principal amounts outstanding under the September 2021 364-Day Revolving Credit Agreement.

Under the terms of the September 2021 364-Day Revolving Credit Agreement, EPO may borrow up to $1.5 billion (which may be increased by up to $200.0 million to $1.7 billion at EPO’s election, provided certain conditions are met) at a variable interest rate for a term of up to 364 days, subject to the terms and conditions set forth therein.  The September 2021 364-Day Revolving Credit Agreement matures in September 2022. To the extent that principal amounts are outstanding at the maturity date, EPO may elect to have the entire principal balance then outstanding continued as non-revolving term loans for a period of one additional year, payable in September 2023.  Borrowings under the September 2021 364-Day Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions and general company purposes.

The September 2021 364-Day Revolving 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 this credit agreement.  The September 2021 364-Day Revolving Credit Agreement also restricts EPO’s ability to pay cash distributions to the Partnership, if 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 or would result therefrom.

EPO’s obligations under the September 2021 364-Day Revolving Credit Agreement are not secured by any collateral; however, they are guaranteed by the Partnership.

September 2021 Multi-Year Revolving Credit Agreement

In September 2021, EPO entered into a new revolving credit agreement that matures in September 2026 (the “September 2021 Multi-Year Revolving Credit Agreement”).  The September 2021 Multi-Year Revolving Credit Agreement replaced EPO’s prior multi-year revolving credit agreement that was scheduled to mature in September 2024.  There were no principal amounts outstanding under the prior multi-year revolving credit agreement when it was replaced by the September 2021 Multi Year Revolving Credit Agreement.  At September 30, 2021, there were no principal amounts outstanding under the September 2021 Multi-Year Revolving Credit Agreement.

Under the terms of the September 2021 Multi-Year Revolving Credit Agreement, EPO may borrow up to $3.0 billion (which may be increased by up to $500.0 million to $3.5 billion at EPO’s election, provided certain conditions are met) at a variable interest rate for a term of five years, subject to the terms and conditions set forth therein.  Borrowings under the September 2021 Multi-Year Revolving Credit Agreement may be used as a backstop for commercial paper and for working capital, capital expenditures, acquisitions and general company purposes.

The September 2021 Multi-Year Revolving 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 this credit agreement.  The September 2021 Multi-Year Revolving Credit Agreement also restricts EPO’s ability to pay cash distributions to the Partnership, if 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 or would result therefrom.

EPO’s obligations under the September 2021 Multi-Year Revolving Credit Agreement are not secured by any collateral; however, they are guaranteed by the Partnership.

September 2021 Senior Notes Offering

In September 2021, EPO issued $1.0 billion in principal amount of senior notes due February 2053 (“Senior Notes EEE”).  Senior Notes EEE were issued at 99.170% of their principal amount and have a fixed rate of interest of 3.30% per year.

Net proceeds from the issuance of these senior notes will be used for general company purposes, including for growth capital investments, and the repayment of debt (including the repayment of a portion of our $750.0 million in principal amount of 3.50% Senior Notes VV and/or a portion of our $650.0 million in principal amount of 4.05% Senior Notes CC, in each case at their maturity in February 2022).

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. 

Letters of Credit

At September 30, 2021, EPO had $88.0 million of letters of credit outstanding primarily related to our commodity hedging activities.

Lender Financial Covenants

We were in compliance with the financial covenants of our consolidated debt agreements at September 30, 2021.

Parent-Subsidiary Guarantor Relationships

The Partnership 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, the Partnership would be responsible for full and unconditional repayment of such obligations.