DEBT AND CREDIT FACILITIES

3 Months Ended

Mar. 31, 2020



(unaudited) (millions of dollars)	March 31, 2020	Weighted Average Interest Rate for the Three Months Ended March 31, 2020		December 31, 2019	Weighted Average Interest Rate for the Year Ended December 31, 2019
TC PipeLines, LP
Senior Credit Facility due 2021	—	—		—	—
2013 Term Loan Facility due 2022	450	2.93%		450	3.52%
4.65% Unsecured Senior Notes due 2021	350	4.65%	^(a)	350	4.65%	^(a)
4.375% Unsecured Senior Notes due 2025	350	4.375%	^(a)	350	4.375%	^(a)
3.90 % Unsecured Senior Notes due 2027	500	3.90%	^(a)	500	3.90%	^(a)

GTN
5.29% Unsecured Senior Notes due 2020	100	5.29%	^(a)	100	5.29%	^(a)
5.69% Unsecured Senior Notes due 2035	150	5.69%	^(a)	150	5.69%	^(a)

PNGTS
Revolving Credit Facility due 2023	45	2.92%		39	3.47%

Tuscarora
Unsecured Term Loan due 2020	23	2.80%		23	3.39%

North Baja
Unsecured Term Loan due 2021	50	2.75%		50	3.34%
	2,018			2,012
Less: unamortized debt issuance costs and debt discount	8			9
Less: current portion	123			123
	1,887			1,880

^(a) Fixed interest rate

TC PipeLines, LP

The Partnership’s senior facility under revolving credit agreement as amended and restated, dated September 29, 2017 (Senior Credit Facility) consists of a $500 million senior revolving credit facility with a banking syndicate, maturing November 10, 2021. In March 2019, the Partnership repaid all amounts outstanding under its Senior Credit Facility and there was no outstanding balance at March 31, 2020 and December 31, 2019.

As of March 31, 2020, the variable interest rate exposure related to the term loan facility under a term loan agreement, as amended, dated September 29, 2017 (2013 Term Loan Facility) was hedged using interest rate swaps at an average rate of 3.26 percent (December 31, 2019 - 3.26 percent). Prior to hedging activities, the London Interbank Offered Rate based (LIBOR) interest rate on the 2013 Term Loan Facility was 2.83 percent at March 31, 2020 (December 31, 2019 - 2.94 percent).

The Senior Credit Facility and the 2013 Term Loan Facility require the Partnership to maintain a debt to adjusted cash flow leverage ratio of no greater than 5.00 to 1.00 for each fiscal quarter, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions have been executed, in which case the leverage ratio is to be no greater than 5.50 to 1.00. The leverage ratio was 3.41 to 1.00 as of March 31, 2020.

GTN

GTN’s $100 million 5.29% Unsecured Senior Notes due June 1, 2020 (Unsecured Senior Notes) contain a covenant that limits total debt to no greater than 70 percent of GTN’s total capitalization. GTN’s total debt to total capitalization ratio at March 31, 2020 was 38.7 percent.

GTN’s $100 million 5.29% Unsecured Senior Notes due June 1, 2020 are expected to be refinanced together with additional funding to be used to finance a portion of GTN XPress.

PNGTS

PNGTS’ Revolving Credit Facility requires PNGTS to maintain a leverage ratio not greater than 5.00 to 1.00. The leverage ratio was 0.86 to 1.00 as of March 31, 2020. During the three months ended March 31, 2020, PNGTS borrowed an additional $6 million on its Revolving Credit Facility to fund its expansion projects.

The LIBOR-based interest rate applicable to PNGTS’s Revolving Credit Facility was 2.83 percent at March 31, 2020 (December 31, 2019 - 2.99 percent).

Tuscarora

Tuscarora’s $23 million variable rate Unsecured Term Loan due August 1, 2020 (Unsecured Term Loan) contains a covenant that requires Tuscarora to maintain a debt service coverage ratio (cash available from operations divided by the sum of interest expense and principal payments) of greater than or equal to 3.00 to 1.00. As of March 31, 2020, the ratio was 8.63 to 1.00.

The LIBOR-based interest rate applicable to Tuscarora’s Unsecured Term Loan Facility was 2.71 percent at March 31, 2020 (December 31, 2019 - 2.82 percent).

Tuscarora's Unsecured Term Loan is due August 21, 2020 and is expected to be refinanced together with additional funding to be used to finance a portion of Tuscarora XPress.

North Baja

North Baja’s Term Loan Facility contains a covenant that limits total debt to no greater than 70 percent of North Baja’s total capitalization. North Baja’s total debt to total capitalization ratio at March 31, 2020 was 39.99 percent.

The LIBOR-based interest rate applicable to North Baja’s Term Loan Facility was 2.66 percent at March 31, 2020 (December 31, 2019 - 2.77 percent).

Partnership (TC PipeLines, LP and its subsidiaries)

At March 31, 2020, the Partnership was in compliance with all terms and conditions including its financial covenants and its other covenants including restrictions on entering into mergers, consolidations and sales of assets, granting of liens, material amendments to the Fourth Amended and Restated Agreement of Limited Partnership, as amended to date (Partnership Agreement), incurring additional debt and distributions to unitholders.

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



(unaudited)
(millions of dollars)	Principal Payments
2020	123
2021	400
2022	450
2023	45
2024	—
Thereafter	1,000
	2,018