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CREDIT FACILITIES, SHORT-TERM LOAN FACILITY AND LONG-TERM DEBT
12 Months Ended
Dec. 31, 2014
CREDIT FACILITIES, SHORT-TERM LOAN FACILITY AND LONG-TERM DEBT  
CREDIT FACILITIES, SHORT-TERM LOAN FACILITY AND LONG-TERM DEBT

NOTE 7    CREDIT FACILITIES, SHORT-TERM LOAN FACILITY AND LONG-TERM DEBT

                                                                                                                                                                                    


December 31 (millions of dollars)

 

2014 

 

2013 

 


Senior Credit Facility due 2017

 

330 

 

380 

 

Term Loan Facility due 2018

 

500 

 

500 

 

Short-Term Loan Facility due 2015

 

170 

 

 

4.65% Unsecured Senior Notes due 2021

 

350 

 

349 

 

5.09% Unsecured Senior Notes due 2015

 

75 

 

75 

 

5.29% Unsecured Senior Notes due 2020

 

100 

 

100 

 

5.69% Unsecured Senior Notes due 2035

 

150 

 

150 

 

3.82% Series D Senior Notes due 2017

 

20 

 

24 

 


 

 

1,695 

 

1,578 

 

Less: current portion

 

249 

 

 


 

 

1,446 

 

1,575 

 


The Partnership's Senior Credit Facility consists of a $500 million senior revolving credit facility with a banking syndicate, maturing November 20, 2017, under which $330 million was outstanding at December 31, 2014 (2013 – $380 million), leaving $170 million available for future borrowing.

At the Partnership's option, the interest rate on the outstanding borrowings under the Senior Credit Facility may be lenders' base rate or the London Interbank Offered Rate (LIBOR) plus, in either case, an applicable margin that is based on the Partnership's long-term unsecured credit ratings. The Senior Credit Facility permits the Partnership to specify the portion of the borrowings to be covered by specific interest rate options and, for LIBOR-based borrowings, to specify the interest rate period. The Partnership is required to pay a commitment fee based on its credit rating and on the unused principal amount of the commitments under the Senior Credit Facility. The Senior Credit Facility has a feature whereby at any time, so long as no event of default has occurred and is continuing, the Partnership may request an increase in the Senior Credit Facility of up to $250 million, but no lender has an obligation to increase their respective share of the facility.

The LIBOR-based interest rate on the Senior Credit Facility averaged 1.41 percent for the year ended December 31, 2014 (2013 – 1.44 percent; 2012 – 1.61 percent). The interest rate was 1.41 percent at December 31, 2014 (December 31, 2013 – 1.42 percent).

On July 1, 2013, the Partnership entered into a term loan agreement with a syndicate of lenders for a $500 million term loan credit facility (Term Loan Facility). On July 2, 2013, the Partnership borrowed $500 million under the Term Loan Facility, to pay a portion of the purchase price of the 2013 Acquisition, maturing on July 1, 2018. The Term Loan Facility bears interest based, at the Partnership's election, on the LIBOR or the base rate plus, in either case, an applicable margin. The base rate equals the highest of (i) SunTrust Bank's prime rate, (ii) 0.50 percent above the federal funds rate and (iii) 1.00 percent above one-month LIBOR. The applicable margin for the term loan is based on the Partnership's senior debt rating and ranges between 1.125 percent and 2.000 percent for LIBOR borrowings and 0.125 percent and 1.000 percent for base rate borrowings.

The LIBOR-based interest rate on the Term Loan Facility averaged 1.41 percent for the year ended December 31, 2014 (2013 – 1.43 percent). After hedging activity, the interest rate incurred on the Term Loan Facility averaged 1.82 percent for the year ended December 31, 2014 (2013 – 1.70 percent). Prior to hedging activities, the LIBOR-based interest rate was 1.41 percent at December 31, 2014 (December 31, 2013 – 1.42 percent).

On October 1, 2014, the Partnership entered into a short-term loan agreement with a member of the syndicate of lenders for a $170 million term loan credit facility (Short-Term Loan Facility). The Partnership borrowed $170 million under the Short-Term Loan Facility to pay a portion of the purchase price of the 2014 Acquisition and to reduce the amount outstanding under our Senior Credit Facility. The outstanding principal bears interest based on the highest of (i) SunTrust Bank's prime rate, (ii) 0.50 percent above the federal funds rate and (iii) 1.00 percent above one-month LIBOR. The Short-Term Loan Facility matures in 364-days.

The LIBOR-based interest rate on the Short-Term Loan Facility averaged 1.28 percent for the period ended December 31, 2014 and was 1.28 percent at December 31, 2014.

The Senior Credit Facility, the Term Loan Facilities and Short-Term Loan Facility require the Partnership to maintain a leverage ratio (debt to adjusted cash flow (net income plus cash distributions received, extraordinary losses, interest expense, expense for taxes paid or accrued, and depreciation and amortization expense less equity earnings and extraordinary gains)) of no more than 5.00 to 1.00 at the end of each fiscal quarter. The permitted leverage ratio will increase to 5.50 to 1.00 for the fiscal quarter in which a specified material acquisition occurs and for the two fiscal quarters immediately following such acquisition, after which the permitted leverage ratio reverts to 5.00 to 1.00. The leverage ratio was 4.36 to 1.00 as of December 31, 2014. The Senior Credit Facility, the Term Loan Facility and Short-Term Loan Facility contain additional covenants that include restrictions on entering into mergers, consolidations and sales of assets, granting liens, material amendments to the Partnership Agreement, incurrence of additional debt by the Partnership's subsidiaries and distributions to unitholders. Upon any breach of these covenants, amounts outstanding under the Senior Credit Facility, the Term Loan Facility and Short-Term Loan Facility may become immediately due and payable.

On June 1, 2015, GTN's 5.09 percent unsecured Senior Notes will mature. As market conditions dictate, GTN intends to refinance all or portion of this debt with either fixed-rate or variable rate debt. GTN's Senior Notes provisions contain a covenant that limits total debt to no greater than 70 percent of total capitalization.

The Series D Senior Notes, which require yearly principal payments until its maturity, are secured by Tuscarora's transportation contracts, supporting agreements and substantially all of Tuscarora's property. The note purchase agreements contain certain provisions that include, among other items, limitations on additional indebtedness and distributions to partners.

At December 31, 2014, the Partnership was in compliance with its financial covenants, in addition to the other covenants which include restrictions on entering into mergers, consolidations and sales of assets, granting liens, material amendments to the second amended and restated agreement of limited partnership (Partnership Agreement), incurring additional debt and distributions to unitholders.

The principal repayments required by the Partnership on its debt are as follows:

                                                                                                                                                                                    

(millions of dollars)

 

 

 


2015

 

249 

 

2016

 

 

2017

 

342 

 

2018

 

500 

 

2019

 

 

Thereafter

 

600 

 


 

 

1,695