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Long-Term Debt
3 Months Ended
Mar. 31, 2015
Long-Term Debt  
Long-Term Debt

4.  Long-Term Debt

 

Long-term debt consisted of the following (in thousands):

 

 

 

March 31, 2015

 

December 31, 2014

 

Revolving credit facility due May 2018

 

$

502,000 

 

$

460,000 

 

Term loan facility due May 2018

 

150,000 

 

150,000 

 

6% senior notes due April 2021 (presented net of the unamortized discount of $4.3 million and $4.5 million, respectively)

 

345,677 

 

345,528 

 

6% senior notes due October 2022 (presented net of the unamortized discount of $5.1 million and $5.2 million, respectively)

 

344,904 

 

344,767 

 

Long-term debt

 

$

1,342,581 

 

$

1,300,295 

 

 

Revolving Credit Facility and Term Loan

 

In February 2015, we amended our senior secured credit agreement (the “Credit Agreement”), which among other things, increased the borrowing capacity under the revolving credit facility by $250.0 million to $900.0 million. The Credit Agreement, which matures in May 2018, also includes a $150.0 million term loan facility. During the three months ended March 31, 2015, we incurred transaction costs of $1.3 million related to the amendment of our Credit Agreement. These costs were included in intangible and other assets, net, and are being amortized over the term of the facility.

 

As of March 31, 2015, we had undrawn capacity of $398.0 million under our revolving credit facility. Our Credit Agreement limits our ratio of Total Debt (as defined in the Credit Agreement) to EBITDA (as defined in the Credit Agreement) to not greater than 5.25 to 1.0 (subject to a temporary increase to 5.5 to 1.0 following the occurrence of certain events specified in the Credit Agreement). Because the August 2014 MidCon Acquisition closed during the third quarter of 2014, our Total Debt to EBITDA ratio threshold was temporarily increased to 5.5 to 1.0 during the quarter ended September 30, 2014 and continued at that level through March 31, 2015. As a result of this limitation, $354.7 million of the $398.0 million of undrawn capacity under our revolving credit facility was available for additional borrowings as of March 31, 2015. If the maximum allowed ratio of Total Debt to EBITDA had been 5.25 to 1.0 at March 31, 2015, then $277.5 million of the $398.0 million of undrawn capacity under our revolving credit facility would have been available for additional borrowings as of March 31, 2015.

 

6% Senior Notes Due April 2021 and 6% Senior Notes Due October 2022

 

In March 2013, we issued $350.0 million aggregate principal amount of 6% senior notes due April 2021 (the “2013 Notes”). In April 2014, we issued $350.0 million aggregate principal amount of the 2014 Notes. The 2013 Notes and the 2014 Notes are guaranteed on a senior unsecured basis by all of our existing subsidiaries (other than EXLP Finance Corp., which is a co-issuer of the 2013 Notes and the 2014 Notes) and certain of our future subsidiaries. The 2013 Notes and the 2014 Notes and the guarantees, respectively, are our and the guarantors’ general unsecured senior obligations, rank equally in right of payment with all of our and the guarantors’ other senior obligations, and are effectively subordinated to all of our and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such indebtedness. In addition, the 2013 Notes and the 2014 Notes and guarantees are effectively subordinated to all existing and future indebtedness and other liabilities of any future non-guarantor subsidiaries. All of our subsidiaries are 100% owned, directly or indirectly, by us and guarantees by our subsidiaries are full and unconditional (subject to customary release provisions) and constitute joint and several obligations. We have no assets or operations independent of our subsidiaries, and there are no significant restrictions upon our subsidiaries’ ability to distribute funds to us. EXLP Finance Corp. has no operations and does not have revenue other than as may be incidental as co-issuer of the 2013 Notes and the 2014 Notes. Because we have no independent operations, the guarantees are full and unconditional (subject to customary release provisions) and constitute joint and several obligations of our subsidiaries other than EXLP Finance Corp., and as a result we have not included consolidated financial information of our subsidiaries.