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LONG-TERM DEBT
12 Months Ended
Dec. 31, 2013
LONG-TERM DEBT  
LONG-TERM DEBT

7.                      LONG-TERM DEBT

 

Long-term debt consists of the following at December 31, (in thousands):

 

 

 

2013

 

2012

 

 

 

 

 

 

 

ARLP Revolving credit facility

 

$

250,000

 

$

155,000

 

ARLP Senior notes

 

18,000

 

36,000

 

ARLP Series A senior notes

 

205,000

 

205,000

 

ARLP Series B senior notes

 

145,000

 

145,000

 

ARLP Term loan

 

250,000

 

250,000

 

 

 

868,000

 

791,000

 

Less current maturities

 

(36,750)

 

(18,000)

 

Total long-term debt

 

$

831,250

 

$

773,000

 

 

ARLP Credit Facility.  On May 23, 2012, the Intermediate Partnership entered into a credit agreement (the “Credit Agreement”) with various financial institutions for a revolving credit facility (the ARLP Revolving Credit Facility) of $700 million and a term loan (the “ARLP Term Loan”) in the aggregate principal amount of $250 million (collectively, the ARLP Revolving Credit Facility and ARLP Term Loan are referred to as the ARLP Credit Facility).  The ARLP Credit Facility replaced the $142.5 million revolving credit facility that was scheduled to mature September 25, 2012 and the $300 million term loan agreement dated December 29, 2010 that was prepaid and terminated early on May 23, 2012.  The aggregate unpaid principal amount of $300 million and all unpaid interest was repaid using the proceeds of the ARLP Term Loan and borrowings under the ARLP Revolving Credit Facility.  The Intermediate Partnership did not incur any early termination penalties in connection with the prepayment of the term loan.  Borrowings under the Credit Agreement bear interest at a Base Rate or Eurodollar Rate, at the ARLP Partnership’s election, plus an applicable margin that fluctuates depending upon the ratio of Consolidated Debt to Consolidated Cash Flow (each as defined in the Credit Agreement).  The ARLP Partnership has elected the Eurodollar Rate which, with applicable margin, was 1.82% on borrowings outstanding as of December 31, 2013.  The ARLP Credit Facility matures May 23, 2017, at which time all amounts outstanding are required to be repaid.  Interest is payable quarterly, with principal of the ARLP Term Loan due as follows:  commencing with the quarter ending June 30, 2014 and for each quarter thereafter ending on March 31, 2016, an amount per quarter equal to 2.50% of the aggregate amount of the ARLP Term Loan advances outstanding; for each quarter beginning June 30, 2016 through December 31, 2016, 20% of the aggregate amount of the ARLP Term Loan advances outstanding; and the remaining balance of the ARLP Term Loan advances at maturity.  The ARLP Partnership has the option to prepay the ARLP Term Loan at any time in whole or in part subject to terms and conditions described in the Credit Agreement.  Upon a “change of control” (as defined in the Credit Agreement), the unpaid principal amount of the ARLP Credit Facility, all interest thereon and all other amounts payable under the ARLP Credit Agreement will become due and payable.

 

At December 31, 2013, the ARLP Partnership had borrowings of $250.0 million and $24.2 million of letters of credit outstanding with $425.8 million available for borrowing under the ARLP Revolving Credit Facility.  The ARLP Partnership utilizes the ARLP Revolving Credit Facility, as appropriate, for working capital requirements, capital expenditures, debt payments and distribution payments.  The ARLP Partnership incurs an annual commitment fee of 0.25% on the undrawn portion of the ARLP Revolving Credit Facility.

 

The ARLP Partnership incurred debt issuance costs of approximately $4.3 million in 2012 associated with the Credit Agreement, which have been deferred and are being amortized as a component of interest expense over the duration of the Credit Agreement.  The ARLP Partnership also expensed $1.1 million in 2012 of previously deferred debt issuance cost associated with its previous $300 million term loan.

 

ARLP Senior Notes.  The Intermediate Partnership has $18.0 million principal amount of 8.31% senior notes due August 20, 2014, with interest payable semi-annually (“ARLP Senior Notes”).

 

ARLP Series A Senior Notes.  On June 26, 2008, the Intermediate Partnership entered into a Note Purchase Agreement (the “2008 Note Purchase Agreement”) with a group of institutional investors in a private placement offering.  The Intermediate Partnership issued $205.0 million of Series A senior notes, which bear interest at 6.28% and mature on June 26, 2015 with interest payable semi-annually.

 

ARLP Series B Senior Notes.  On June 26, 2008, the Intermediate Partnership issued under the 2008 Note Purchase Agreement $145.0 million of Series B senior notes (together with the Series A senior notes, the 2008 Senior Notes), which bear interest at 6.72% and mature on June 26, 2018 with interest payable semi-annually.

 

The ARLP Senior Notes, 2008 Senior Notes and the ARLP Credit Facility described above (collectively, “ARLP Debt Arrangements”) are guaranteed by all of the material direct and indirect subsidiaries of the Intermediate Partnership.  The ARLP Debt Arrangements contain various covenants affecting the Intermediate Partnership and its subsidiaries restricting, among other things, the amount of distributions by the Intermediate Partnership, the incurrence of additional indebtedness and liens, the sale of assets, the making of investments, the entry into mergers and consolidations and the entry into transactions with affiliates, in each case subject to various exceptions.  The ARLP Debt Arrangements also require the Intermediate Partnership to remain in control of a certain amount of mineable coal reserves relative to its annual production.  In addition, the ARLP Debt Arrangements require the Intermediate Partnership to maintain (a) debt to cash flow ratio of not more than 3.0 to 1.0 and (b) cash flow to interest expense ratio of not less than 3.0 to 1.0, in each case, during the four most recently ended fiscal quarters.  The debt to cash flow ratio and cash flow to interest expense ratio were 1.24 to 1.0 and 19.8 to 1.0, respectively, for the trailing twelve months ended December 31, 2013.  The ARLP Partnership was in compliance with the covenants of the ARLP Debt Arrangements as of December 31, 2013.

 

Other.  In addition to the letters of credit available under the ARLP Revolving Credit Facility discussed above, the ARLP Partnership also has agreements with two banks to provide additional letters of credit in an aggregate amount of $31.1 million to maintain surety bonds to secure certain asset retirement obligations and its obligations for workers’ compensation benefits.  At December 31, 2013, the ARLP Partnership had $30.7 million in letters of credit outstanding under agreements with these two banks.

 

Aggregate maturities of long-term debt are payable as follows (in thousands):

 

Year Ending
December 31,

 

 

 

 

 

 

 

2014

 

$

36,750

 

2015

 

230,000

 

2016

 

156,250

 

2017

 

300,000

 

2018

 

145,000

 

Thereafter

 

-

 

 

 

$

868,000