Long-Term Debt | Long-Term Debt As of December 31, 2015 and 2014 , long-term debt consisted of the following (in millions): Year Ended December 31, 2015 2014 Partnership credit facility (due 2020), interest based on Prime and/or LIBOR plus an applicable margin, interest rate at December 31, 2015 and December 31, 2014 was 1.8% and 1.9%, respectively $ 414.0 $ 237.0 Credit facility (due 2019) — — The Partnership's senior unsecured notes (due 2019), net of discount of $0.4 million at December 31, 2015 and $0.5 million at December 31, 2014, which bear interest at the rate of 2.70% 399.6 399.5 The Partnership's senior unsecured notes (due 2022), including a premium of $18.9 million at December 31, 2015 and $21.9 million at December 31, 2014, which bear interest at the rate of 7.125% 181.4 184.4 The Partnership's senior unsecured notes (due 2024), net of premium of $2.9 million at December 31, 2015 and $3.2 million at December 31, 2014, which bear interest at the rate of 4.40% 552.9 553.2 The Partnership's senior unsecured notes (due 2025), net of discount of $1.2 million at December 31, 2015, which bear interest at the rate of 4.15% 748.8 — The Partnership's senior unsecured notes (due 2044), net of discount of $0.2 million at December 31, 2015 and $0.3 million at December 31, 2014, which bear interest at the rate of 5.60% 349.8 349.7 The Partnership's senior unsecured notes (due 2045), net of discount of $6.9 million at December 31, 2015 and $1.7 million at December 31, 2014, which bear interest at the rate of 5.05% 443.1 298.3 Other debt 0.2 0.4 Debt classified as long-term $ 3,089.8 $ 2,022.5 Maturities. Maturities for the long-term debt as of December 31, 2015 are as follows (in millions): 2016 $ 0.1 2017 0.1 2018 — 2019 400.0 2020 414.0 Thereafter 2,262.5 Subtotal 3,076.7 Add: net premium 13.1 Total outstanding debt $ 3,089.8 Company Credit Facility . On March 7, 2014, the Company entered into a new $250.0 million revolving credit facility, which includes a $125.0 million letter of credit subfacility (the “credit facility”). Our obligations under the credit facility are guaranteed by two of our wholly-owned subsidiaries and secured by first priority liens on (i) 88,528,451 Partnership common units and the 100% membership interest in the General Partner indirectly held by us, (ii) the 100% equity interest in each of our wholly-owned subsidiaries held by us and any additional equity interests subsequently pledged as collateral under the credit facility. The credit facility will mature on March 7, 2019 . The credit facility contains certain financial, operational and legal covenants. The financial covenants are tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter, and include (i) maintaining a maximum consolidated leverage ratio (as defined in the credit facility, but generally computed as the ratio of consolidated funded indebtedness to consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges) of 4.00 to 1.00, provided that the maximum consolidated leverage ratio is 4.50 to 1.00 during an acquisition period (as defined in the credit facility) and (ii) maintaining a minimum consolidated interest coverage ratio (as defined in the credit facility, but generally computed as the ratio of consolidated earnings before interest, taxes, depreciation, amortization and certain other non-cash charges to consolidated interest charges) of 2.50 to 1.00 at all times unless an investment grade event (as defined in the credit facility) occurs. Borrowings under the credit facility bear interest, at our option, at either the Eurodollar Rate (the LIBOR Rate) plus an applicable margin or the Base Rate (the highest of the Federal Funds Rate plus 0.5% , the 30-day Eurodollar Rate plus 1.0% , or the administrative agent’s prime rate) plus an applicable margin. The applicable margins vary depending on our leverage ratio. Upon breach by us of certain covenants governing the credit facility, amounts outstanding under the credit facility, if any, may become due and payable immediately and the liens securing the credit facility could be foreclosed upon. At December 31, 2015, the Company was in compliance and expects to be in compliance with the covenants in the existing credit facility for at least the next twelve months. As of December 31, 2015, there were no borrowings under the credit facility, leaving $250.0 million available for future borrowing based on the borrowing capacity of $250.0 million . Partnership Credit Facility. On February 20, 2014 , the Partnership entered into a $1.0 billion unsecured revolving credit facility, which includes a $500.0 million letter of credit subfacility (the “Partnership credit facility”). On February 5, 2015, the Partnership exercised the accordion under the Partnership credit facility, increasing the size of the facility to $1.5 billion and also exercised an option to extend the maturity date of the Partnership credit facility to March 6, 2020. The Partnership also entered into certain amendments to the Partnership credit facility pursuant to which the Partnership is permitted to, (1) subject to certain conditions and the receipt of additional commitments by one or more lenders, increase the aggregate commitments under the Partnership credit facility by an additional amount not to exceed $500 million and, (2) subject to certain conditions and the consent of the requisite lenders, on two separate occasions extend the maturity date of the Partnership credit facility by one year on each occasion. The Partnership credit facility contains certain financial, operational and legal covenants. Among other things, these covenants include maintaining a ratio of consolidated indebtedness to consolidated EBITDA (as defined in the Partnership credit facility, which definition includes projected EBITDA from certain capital expansion projects) of no more than 5.0 to 1.0. If the Partnership consummates one or more acquisitions in which the aggregate purchase price is $50.0 million or more, the Partnership can elect to increase the maximum allowed ratio of consolidated indebtedness to consolidated EBITDA to 5.5 to 1.0 for the quarter of the acquisition and the three following quarters. Borrowings under the Partnership credit facility bear interest at the Partnership’s option at the Eurodollar Rate (the LIBOR Rate) plus an applicable margin or the Base Rate (the highest of the Federal Funds Rate plus 0.50% , the 30-day Eurodollar Rate plus 1.0% or the administrative agent’s prime rate) plus an applicable margin as listed below. The applicable margins vary depending on the Partnership’s credit rating. If the Partnership breaches certain covenants governing the Partnership credit facility, amounts outstanding under the Partnership credit facility, if any, may become due and payable immediately. At December 31, 2015, the Partnership was in compliance and expects to be in compliance with the covenants in the existing credit facility for at least the next twelve months. As of December 31, 2015 , there were $10.9 million in outstanding letters of credit and $414.0 million in outstanding borrowings under the Partnership credit facility, leaving approximately $1.1 billion available for future borrowing based on the borrowing capacity of $1.5 billion . Pricing Level Debt Ratings Applicable Rate Commitment Fee EuroDollar Rate/Letter of Credit Base Rate + 1 A-/A3 or better 0.100% 1.000% —% 2 BBB+/Baa1 0.125% 1.125% 0.125% 3 BBB/Baa2 0.175% 1.250% 0.250% 4 BBB-/Baa3 0.225% 1.500% 0.500% 5 BB+/Ba1 0.275% 1.625% 0.625% 6 BB/Ba2 or worse 0.350% 1.750% 0.750% Senior Unsecured Notes. On March 7, 2014, the Partnership recorded $725.0 million in aggregate principal amount of 8.875% senior unsecured notes (the “2018 Notes”) due on February 15, 2018 in the business combination. As a result of the business combination, the 2018 Notes were recorded at fair value in accordance with acquisition accounting at an amount of $761.3 million , including a premium of $36.3 million , as of March 7, 2014. On March 7, 2014, the Partnership recorded $196.5 million in aggregate principal amount of 7.125% senior unsecured notes (the “2022 Notes”) due on June 1, 2022 in the business combination. The interest payments on the 2022 Notes are due semi-annually in arrears in June and December. As a result of the business combination, the 2022 Notes were recorded at fair value in accordance with acquisition accounting at an amount of $226.0 million , including a premium of $29.5 million . On July 20, 2014 , the Partnership redeemed $18.5 million aggregate principal amount of the 2022 Notes for $20.0 million , including accrued interest. On September 20, 2014 , the Partnership redeemed an additional $15.5 million aggregate principal amount of the 2022 Notes for $17.0 million , including accrued interest. The Partnership recorded a gain on extinguishment of debt related to the redemption of the 2022 Notes of $2.4 million for the year ended December 31, 2014. On March 12, 2014 , the Partnership commenced a tender offer to purchase any and all of the outstanding 2018 Notes. Approximately $536.1 million , or approximately 74% , of the 2018 Notes were validly tendered and on March 19, 2014 , the Partnership made a payment of approximately $567.4 million for all such tendered 2018 Notes. Also on March 19, 2014 , the Partnership delivered a notice of redemption for any and all outstanding 2018 Notes. All remaining outstanding 2018 Notes were redeemed on April 18, 2014 for $200.2 million , including accrued interest. The Partnership recorded a gain on extinguishment of debt related to the redemption of the 2018 Notes of $0.7 million for the year ended December 31, 2014. On March 19, 2014 , the Partnership issued $1.2 billion aggregate principal amount of unsecured senior notes, consisting of $400.0 million aggregate principal amount of its 2.700% senior notes due 2019 (the “2019 Notes”), $450.0 million aggregate principal amount of its 4.400% senior notes due 2024 (the “2024 Notes”) and $350.0 million aggregate principal amount of its 5.600% senior notes due 2044 (the “2044 Notes”), at prices to the public of 99.850% , 99.830% and 99.925% , respectively, of their face value. The 2019 Notes mature on April 1, 2019 , the 2024 Notes mature on April 1, 2024 and the 2044 Notes mature on April 1, 2044 . The interest payments on the 2019 Notes, 2024 Notes and 2044 Notes are due semi-annually in arrears in April and October. On November 12, 2014 , the Partnership issued an additional $100.0 million aggregate principal amount of its 2024 Notes and $300.0 million aggregate principal amount of its 5.050% senior notes due 2045 (the “2045 notes”), at prices to the public of 104.007% and 99.452% , respectively, of their face value. The new 2024 Notes were offered as an additional issue of the Partnership’s outstanding 4.400% Senior Notes due 2024, issued in an aggregate principal amount of $450.0 million on March 19, 2014. The 2024 Notes issued on March 19, 2014 and November 12, 2014 are treated as a single class of debt securities and have identical terms, other than the issue date. The 2045 Notes mature on April 1, 2045, and interest payments on the 2045 Notes are due semi-annually in arrears in April and October. On May 12, 2015, the Partnership issued $900.0 million aggregate principal amount of unsecured senior notes, consisting of $750.0 million aggregate principal amount of its 4.150% senior notes due 2025 (the “2025 Notes”) and an additional $150.0 million aggregate principal amount of its 2045 Notes at prices to the public of 99.827% and 96.381% , respectively, of their face value. The 2025 Notes mature on June 1, 2025. Interest payments on the 2025 Notes are due semi-annually in arrears in June and December. The new 2045 Notes were offered as an additional issue of our outstanding 5.050% Senior Notes due 2045, issued in an aggregate principal amount of $300.0 million on November 12, 2014. The 2045 Notes issued on November 12, 2014 and May 12, 2015 are treated as a single class of debt securities and have identical terms, other than the issue date. Prior to J une 1, 2017 , the Partnership may redeem all or part of the remaining 2022 Notes at the redemption price equal to the sum of the principal amount thereof, plus a make-whole premium at the redemption date, plus accrued and unpaid interest to the redemption date. On or after June 1, 2017, the Partnership may redeem all or a part of the remaining 2022 Notes at redemption prices (expressed as percentages of principal amount) equal to 103.563% for the twelve-month period beginning on June 1, 2017 , 102.375% for the twelve-month period beginning on June 1, 2018 , 101.188% for the twelve-month period beginning on June 1, 2019 and 100% for the twelve-month period beginning on June 1, 2020 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date on the 2022 Notes. Prior to March 1, 2019 , the Partnership may redeem all or a part of the 2019 Notes at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2019 Notes to be redeemed; or (ii) the sum of the remaining scheduled payments of principal and interest on the 2019 Notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 20 basis points; plus accrued and unpaid interest to, but excluding, the redemption date. At any time on or after March 1, 2019 , the Partnership may redeem all or a part of the 2019 Notes at a redemption price equal to 100% of the principal amount of the 2019 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Prior to January 1, 2024 , the Partnership may redeem all or a part of the 2024 Notes at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2024 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2024 Notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 25 basis points; plus accrued and unpaid interest to, but excluding, the redemption date. At any time on or after January 1, 2024 , the Partnership may redeem all or a part of the 2024 Notes at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Prior to March 1, 2025, the Partnership may redeem all or part of the 2025 Notes at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2025 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2025 Notes to be redeemed that would be due if the 2025 Notes matured on March 1, 2025 (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the redemption date. At any time on or after March 1, 2025, the Partnership may redeem all or part of the 2025 Notes at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2043 , the Partnership may redeem all or a part of the 2044 Notes at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2044 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2044 Notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points; plus accrued and unpaid interest to, but excluding, the redemption date. At any time on or after October 1, 2043 , the Partnership may redeem all or a part of the 2044 Notes at a redemption price equal to 100% of the principal amount of the 2044 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2044 , the Partnership may redeem all or a part of the 2045 Notes at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2045 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2045 Notes to be redeemed that would be due after the related redemption date but for such redemption (exclusive of interest accrued to, but excluding, the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 30 basis points; plus, accrued and unpaid interest to, but excluding, the redemption date. At any time on or after October 1, 2044 , the Partnership may redeem all or a part of the 2045 Notes at a redemption price equal to 100% of the principal amount of the 2045 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The indentures governing the senior notes contain covenants that, among other things, limit our ability to create or incur certain liens or consolidate, merge or transfer all or substantially all of our assets. Each of the following is an event of default under the indentures: • failure to pay any principal or interest when due; • failure to observe any other agreement, obligation or other covenant in the indenture, subject to the cure periods for certain failures; and • bankruptcy or other insolvency events involving us. If an event of default relating to bankruptcy or other insolvency events occurs, the senior notes will immediately become due and payable. If any other event of default exists under the indenture, the trustee under the indenture or the holders of the Senior Notes may accelerate the maturity of the Senior Notes and exercise other rights and remedies. At December 31, 2015, the Partnership was in compliance and expects to be in compliance with the covenants in the Senior Notes for at least the next twelve months. |