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Debt and Interest Expense
3 Months Ended
Mar. 31, 2016
Debt Instruments [Abstract]  
Debt and Interest Expense
9.  DEBT AND INTEREST EXPENSE

At March 31, 2016, WGP’s debt consisted of borrowings on the WGP RCF, WES’s 5.375% Senior Notes due 2021 (the “2021 Notes”), 4.000% Senior Notes due 2022 (the “2022 Notes”), 2.600% Senior Notes due 2018 (the “2018 Notes”), 5.450% Senior Notes due 2044 (the “2044 Notes”), 3.950% Senior Notes due 2025 (the “2025 Notes”), and borrowings on the WES RCF.
The following table presents WES and WGP’s outstanding debt as of March 31, 2016, and December 31, 2015:
 
 
March 31, 2016
 
December 31, 2015
thousands
 
Principal
 
Carrying
Value
 
Fair
Value (1)
 
Principal
 
Carrying
Value
 
Fair
Value (1)
WGP RCF
 
$
28,000

 
$
28,000

 
$
28,000

 
$

 
$

 
$

2021 Notes
 
500,000

 
493,962

 
480,315

 
500,000

 
493,711

 
513,645

2022 Notes
 
670,000

 
668,482

 
597,975

 
670,000

 
668,432

 
595,744

2018 Notes
 
350,000

 
348,826

 
331,187

 
350,000

 
348,706

 
339,293

2044 Notes
 
400,000

 
389,744

 
313,752

 
400,000

 
389,707

 
321,499

2025 Notes
 
500,000

 
490,311

 
427,500

 
500,000

 
490,095

 
422,285

WES RCF
 
630,000

 
630,000

 
630,000

 
300,000

 
300,000

 
300,000

Total long-term debt
 
$
3,078,000

 
$
3,049,325

 
$
2,808,729

 
$
2,720,000

 
$
2,690,651

 
$
2,492,466

                                                                                                                                                                                    
(1) 
Fair value is measured using the market approach and Level 2 inputs.

Debt activity. The following table presents WES and WGP’s debt activity for the three months ended March 31, 2016:
thousands
 
Carrying Value
Balance at December 31, 2015
 
$
2,690,651

WES RCF borrowings
 
330,000

WGP RCF borrowings
 
28,000

Other
 
674

Balance at March 31, 2016
 
$
3,049,325



WGP RCF. In March 2016, WGP entered into a $250.0 million WGP RCF which matures in March 2019. The WGP RCF may be used to buy WES common units and for general partnership purposes. The WGP RCF contains an accordion feature whereby WGP can increase the commitments under the WGP RCF up to an aggregate of $500.0 million, subject to receiving increased or new commitments from lenders and the satisfaction of certain other conditions precedent. The WGP RCF contains certain customary affirmative and negative covenants, including the maintenance of a consolidated leverage ratio of not more than 3.50 to 1.00 and limitations on the ability of WGP and WES GP to, among other things, (i) materially alter the character of their business on a consolidated basis from the midstream energy business, (ii) create, assume or suffer to exist liens on their assets, (iii) enter into transactions with affiliates, (iv) make distributions upon the occurrence of certain events of default, (v) create, incur or assume indebtedness, (vi) make dispositions of their assets, (vii) enter into sale and leasebacks and (vi) consolidate with or merge into any other entity or convey, transfer or lease their properties and assets substantially as an entirety to any person or entity.
    
9.  DEBT AND INTEREST EXPENSE (CONTINUED)

WGP borrowed $28.0 million under the WGP RCF to fund the purchase of 835,841 WES common units (see Note 2) and to pay fees and expenses associated with entering into the WGP RCF. Pursuant to a collateral agreement with the WGP RCF lenders, WGP’s obligations under the WGP RCF are secured by a first priority lien on all of WGP’s assets (not including the consolidated assets of WES), as well as all present and after acquired equity interests owned by WGP in WES GP and WES. Borrowings under the WGP RCF bear interest, at WGP’s option, at either (a) a base rate equal to the greatest of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50% and (iii) LIBOR plus 1.00%, in each case plus applicable margins ranging from 1.00% to 1.75% based upon WGP’s consolidated leverage ratio or (b) LIBOR (with a floor of 0%), plus applicable margins ranging from 2.00% to 2.75% based upon WGP’s consolidated leverage ratio. The unused portion of the WGP RCF is subject to a quarterly commitment fee ranging from 0.30% to 0.50% per annum on the daily unused amount of the WGP RCF based upon WGP’s consolidated leverage ratio. At March 31, 2016, the interest rate and commitment fee rate on the WGP RCF was 2.69% and 0.30%, respectively.
As of March 31, 2016, WGP had $28.0 million of outstanding borrowings ($222.0 million available borrowing capacity) and was in compliance with all covenants under the WGP RCF.

WGP working capital facility. On November 1, 2012, WGP entered into a $30.0 million working capital facility (the “WGP WCF”) with Anadarko as the lender. Borrowings under the facility will mature on November 1, 2017. The interest rate was 1.94% and 1.68% at March 31, 2016 and 2015, respectively.
As of March 31, 2016, WGP had no outstanding borrowings and $30.0 million available for borrowing under the WGP WCF. At March 31, 2016, WGP was in compliance with all covenants under the WGP WCF.

WES Senior Notes. At March 31, 2016, WES was in compliance with all covenants under the indentures governing its outstanding notes.

WES RCF. The interest rate on the WES RCF, which matures in February 2019, was 1.74% and 1.48% at March 31, 2016 and 2015, respectively. The facility fee rate was 0.20% at March 31, 2016 and 2015.
As of March 31, 2016, WES had $630.0 million of outstanding borrowings, $4.9 million in outstanding letters of credit and $565.1 million available for borrowing under the WES RCF. At March 31, 2016, WES was in compliance with all covenants under the WES RCF.
In April 2016, WES repaid $250.0 million of outstanding borrowings under the WES RCF, $247.5 million of which was funded with the proceeds from the issuance of the additional WES Series A Preferred units (see Note 4).

9.  DEBT AND INTEREST EXPENSE (CONTINUED)

Interest expense. The following table summarizes the amounts included in interest expense:
 
 
Three Months Ended 
 March 31,
thousands
 
2016
 
2015
Third parties
 
 
 
 
Long-term debt
 
$
27,856

 
$
23,342

Amortization of debt issuance costs and commitment fees
 
1,595

 
1,292

Capitalized interest
 
(1,849
)
 
(3,094
)
Total interest expense – third parties
 
27,602

 
21,540

Affiliates
 
 
 
 
WGP WCF
 

 
2

Deferred purchase price obligation – Anadarko (1)
 
4,537

 
1,420

Total interest expense – affiliates
 
4,537

 
1,422

Interest expense
 
$
32,139

 
$
22,962

(1) 
See Note 2 for a discussion of the accretion and net present value of the Deferred purchase price obligation - Anadarko.