DEBT AND CREDIT FACILITIES

9 Months Ended

Sep. 30, 2020


(unaudited) (millions of dollars)	September 30, 2020	Weighted Average Interest Rate for the Nine Months Ended September 30, 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	2.03%		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
3.12% Series A Senior Notes due 2030	175	3.12%	(a)	—	—
5.29% Unsecured Senior Notes due 2020	—	—	(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	99	2.02%		39	3.47%

Tuscarora
Unsecured Term Loan due 2021	23	2.13%		23	3.39%

North Baja
Unsecured Term Loan due 2021	50	1.85%		50	3.34%
	2,147			2,012
Less: unamortized debt issuance costs and debt discount	7			9
Less: current portion (b)	373			123
	1,767			1,880

(a) Fixed interest rate

(b) At September 30, 2020, this amount included TC PipeLines, LP's $350 million 4.65% Unsecured Senior Notes due in June 2021 and Tuscarora's $23 million Unsecured Term Loan due in August 2021. At December 31, 2019, this amount included GTN's $100 million 5.29% Unsecured Senior Notes due in June 2020 and Tuscarora's $23 million Unsecured Term Loan due in August 2020.

TC PipeLines, LP

The Partnership’s senior facility under a 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 either September 30, 2020 or December 31, 2019.

As of September 30, 2020, the variable interest rate exposure related to the Partnership's 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 1.41 percent at September 30, 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 3.76 to 1.00 as of September 30, 2020.

GTN

On June 1, 2020, GTN’s $100 million 5.29% Unsecured Senior Notes became due and were refinanced through a Note Purchase and Private Shelf Agreement whereby GTN issued $175 million of 10-year Series A Senior Notes (GTN Series A Notes) with a coupon rate of 3.12% per annum and entered into a 3-year private shelf agreement for an additional $75 million of Senior Notes (GTN Private Shelf Facility). The GTN Series A Notes do not require any principal payments until maturity on June 1, 2030. Proceeds from GTN's Series A Note issuance were used to repay the outstanding balance of the 5.29% Unsecured Senior Notes and the remaining proceeds will be used to fund the GTN XPress capital expenditures for the balance of 2020. GTN expects to draw the remaining $75 million available under the GTN Private Shelf Facility by the end of 2023, the estimated completion date of GTN XPress. The GTN Private Shelf Facility and GTN Series A Notes contain a covenant that limits total debt to no greater than 65 percent and 70 percent of GTN’s total capitalization, respectively. GTN’s total debt to total capitalization ratio at September 30, 2020 was 38.2 percent.

PNGTS

PNGTS’ $125 million Revolving Credit Facility requires PNGTS to maintain a leverage ratio of no greater than 5.00 to 1.00. The leverage ratio was 1.42 to 1.00 as of September 30, 2020. During the nine months ended September 30, 2020, PNGTS borrowed an additional $60 million under its Revolving Credit Facility to fund its expansion projects.

The LIBOR-based interest rate applicable to PNGTS’s Revolving Credit Facility was 1.28 percent at September 30, 2020 (December 31, 2019 - 2.99 percent).

On October 8, 2020, PNGTS entered into a Note Purchase and Private Shelf Agreement whereby PNGTS issued $125 million 10-year Series A Senior Notes (PNGTS Series A Notes) with a coupon rate of 2.84% per annum and entered into a 3 year private shelf agreement for an additional $125 million of Senior Notes (PNGTS Private Shelf Facility). The PNGTS Series A Notes do not require any principal payments until maturity on October 8, 2030. Proceeds from PNGTS' Series A Note issuance were used to repay the outstanding balance of PNGTS' Revolving Credit Facility and for general partnership purposes including funding growth capital. PNGTS expects to draw the remaining $125 million available under the PNGTS Private Shelf Facility by the end of 2021, the estimated completion date of Westbrook XPress project. The PNGTS Private Shelf Facility and PNGTS Series A Notes contains a covenant that limits total debt to no greater than 65 percent of PNGTS’ total capitalization and requires PNGTS to maintain a leverage ratio of no greater than 5.00 to 1.00.

Tuscarora

On July 23, 2020, Tuscarora's $23 million variable rate Unsecured Term Loan (Unsecured Term Loan) was amended to extend the maturity date to August 20, 2021 under generally the same terms. The 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 September 30, 2020, the ratio was 28.18 to 1.00.

The LIBOR-based interest rate applicable to Tuscarora’s Unsecured Term Loan was 2.16 percent at September 30, 2020 (December 31, 2019 - 2.82 percent).

North Baja

North Baja’s $50 million 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 September 30, 2020 was 40.82 percent.

The LIBOR-based interest rate applicable to North Baja’s Term Loan Facility was 1.23 percent at September 30, 2020 (December 31, 2019 - 2.77 percent).

Partnership

At September 30, 2020, the Partnership was in compliance with all debt and credit facility 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			—
2021			423
2022			450
2023			99
2024			—
Thereafter			1,175
			2,147