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Credit Arrangements
6 Months Ended
Jun. 30, 2018
Credit Arrangements  
Credit Arrangements

Note 9—Credit Arrangements

 

Long-term debt and credit facilities consist of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

 

    

2018

    

2017

 

Commercial equipment notes

 

$

157,227

 

$

165,532

 

Mortgage notes

 

 

11,013

 

 

11,242

 

Revolving credit facility

 

 

170,000

 

 

 —

 

Senior secured notes

 

 

82,143

 

 

82,143

 

Total debt

 

 

420,383

 

 

258,917

 

Unamortized debt issuance costs

 

 

(97)

 

 

(102)

 

Total debt, net

 

$

420,286

 

$

258,815

 

Less: current portion

 

 

(65,376)

 

 

(65,464)

 

Long-term debt, net of current portion

 

$

354,910

 

$

193,351

 

 

 

 

 

 

 

 

 

The weighted average interest rate on total debt outstanding at June 30, 2018 and December 31, 2017 was 3.9% and 3.0%, respectively.

 

Commercial Notes Payable and Mortgage Notes Payable

 

From time to time, we enter into commercial equipment notes payable with various equipment finance companies and banks. At June 30, 2018, interest rates ranged from 1.78% to 4.40% per annum and maturity dates ranged from September 20, 2018 to May 25, 2023. The notes are secured by certain construction equipment.

 

We also entered into two secured mortgage notes payable to a bank in December 2015 totaling $8.0 million, with interest rates of 4.3% per annum and maturity dates of January 1, 2031. The mortgage notes are secured by two buildings.

 

During 2017, we acquired three properties from a related party and assumed three mortgage notes secured by the properties totaling $4.2 million, with interest rates of 5.0% per annum and maturity dates of October 1, 2038.

 

Revolving Credit Facility

 

On September 29, 2017, we entered into an amended and restated credit agreement (the “Credit Agreement”) with CIBC Bank USA, as administrative agent (the “Administrative Agent”) and co-lead arranger, The Bank of the West, as co-lead arranger, and Branch Banking and Trust Company, IBERIABANK, Bank of America, and Simmons Bank (the “Lenders”), which increased our borrowing capacity from $125.0 million to $200.0 million. The Credit Agreement consists of a $200.0 million revolving credit facility (“Revolving Credit Facility”), whereby the Lenders agreed to make loans on a revolving basis from time to time and to issue letters of credit for up to the $200.0 million committed amount, and contains an accordion feature that will allow us to increase the borrowing capacity thereunder from $200.0 million up to $250.0 million, subject to obtaining additional or increased lender commitments. The termination date of the Credit Agreement is September 29, 2022. We capitalized $0.6 million of debt issuance costs during the third quarter of 2017 that are being amortized as interest expense over the life of the Credit Agreement.

 

The principal amount of any loans under the Credit Agreement will bear interest at either: (i) LIBOR plus an applicable margin as specified in the Credit Agreement (based on our senior debt to EBITDA ratio as defined in the Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent). Non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Credit Agreement.

 

The principal amount of any loan drawn under the Credit Agreement may be prepaid in whole or in part at any time, with a minimum prepayment of $5.0 million.

 

The Credit Agreement includes customary restrictive covenants for facilities of this type, as discussed below.

 

At June 30, 2018, commercial letters of credit outstanding were $26.0 million, borrowings under the Credit Agreement were $170.0 million, and available borrowing capacity was $4.0  million.

 

Senior Secured Notes and Shelf Agreement

 

On December 28, 2012, we entered into a $50.0 million Senior Secured Notes purchase agreement (“Senior Notes”) and a $25.0 million private shelf agreement (the “Notes Agreement”) by and among us, The Prudential Investment Management, Inc. and certain Prudential affiliates (the “Noteholders”). On June 3, 2015, the Notes Agreement was amended to provide for the issuance of additional notes of up to $75.0 million over the three year period ending June 3, 2018 ("Additional Senior Notes").

 

The Senior Notes amount was funded on December 28, 2012. The Senior Notes are due December 28, 2022 and bear interest at an annual rate of 3.65%, paid quarterly in arrears. Annual principal payments of $7.1 million are required from December 28, 2016 through December 28, 2021 with a final payment due on December 28, 2022. The principal amount may be prepaid, with a minimum prepayment of $5.0 million, at any time, subject to make-whole provisions.

 

On July 25, 2013, we drew $25.0 million available under the Notes Agreement.  The notes are due July 25, 2023 and bear interest at an annual rate of 3.85%, paid quarterly in arrears.  Seven annual principal payments of $3.6 million are required from July 25, 2017 with a final payment due on July 25, 2023.

 

On November 9, 2015, we drew $25.0 million available under the Additional Senior Notes Agreement. The notes are due November 9, 2025 and bear interest at an annual rate of 4.6%, paid quarterly in arrears. Seven annual principal payments of $3.6 million are required from November 9, 2019, with a final payment due on November 9, 2025.

 

Loans made under both the Credit Agreement and the Notes Agreement are secured by our assets, including, among others, our cash, inventory, equipment (excluding equipment subject to permitted liens), and accounts receivable. All of our domestic subsidiaries have issued joint and several guaranties in favor of the Lenders and Noteholders for all amounts under the Credit Agreement and Notes Agreement.

 

Both the Credit Agreement and the Notes Agreement contain various restrictive and financial covenants including, among others, senior debt/EBITDA ratio and debt service coverage requirements. In addition, the agreements include restrictions on investments, change of control provisions and provisions in the event we dispose more than 20% of our total assets.

 

We were in compliance with the covenants for the Credit Agreement and Notes Agreement at June 30, 2018.

 

On July 9, 2018, we amended the Credit Agreement and paid off and extinguished all of the notes issued under the Senior Secured Notes and Shelf Agreement. See Note 18 — “Subsequent Events” for further details.

 

Canadian Credit Facility

 

We have a demand credit facility for $8.0 million in Canadian dollars with a Canadian bank for purposes of issuing commercial letters of credit in Canada.  The credit facility has an annual renewal and provides for the issuance of commercial letters of credit for a term of up to five years. The facility provides for an annual fee of 1.0% for any issued and outstanding commercial letters of credit. Letters of credit can be denominated in either Canadian or U.S. dollars. At June 30, 2018, letters of credit outstanding was $0.5 million in Canadian dollars, and the available borrowing capacity was $7.5 million in Canadian dollars.  The credit facility contains a working capital restrictive covenant for OnQuest Canada, ULC.  At June 30, 2018, OnQuest Canada, ULC was in compliance with the covenant.