Long-Term Debt

12 Months Ended

Dec. 31, 2019

(5) Long-Term Debt

Long-term debt consists of the following:


	December 31,
(in thousands)	2019		2018
9.25% Senior Secured Notes, due 2023 (1)(2)	$	645,000	$	645,000
6.50% Senior Notes, due 2021	2,240		$	2,240
Unamortized discount and debt issuance costs (3)	(14,834)		(18,251)

Total long-term debt	$	632,406	$	628,989

(1)This debt was issued at a $16.1 million discount which is being amortized, as interest expense, over the remaining term of the debt. Debt issuance costs associated with this debt totaled $9.4 million.

(2)The estimated fair value of total long-term debt outstanding was approximately $673.8 million and $670.8 million as of December 31, 2019 and 2018, respectively. This estimate of fair value is Level 2 as it was determined by quotations obtained from a broker-dealer who makes a market in these and similar securities.

(3)For the years ended December 31, 2019, 2018, and 2017, amortization of the discount on debt and amortization of deferred financing costs reported as Interest expense, net totaled approximately $3.7 million, $3.3 million, and $3.0 million, respectively.

Credit Facilities Outstanding


(in thousands)	Total Capacity		Amount borrowed as of December 31, 2019		Outstanding Letters of Credit		Available capacity as of December 31, 2019		Maturity Date
Asset Based (AB) Credit Facility (1)	$	49,795	$	—	$	—	$	49,795	September 30, 2021

(1)At the option of the borrowers, loans under the asset based credit facility initially bear interest at an annual rate equal to (i) 2.00% plus LIBOR or (ii) 1.00% plus a base rate, subject to a 0.50% step-down based on the previous quarter’s excess availability.

9.25% Senior Secured Notes, due 2023

On June 10, 2016, CVR Partners and CVR Nitrogen Finance Corporation (“CVR Nitrogen Finance”), an indirect wholly-owned subsidiary of CVR Partners (together the “2023 Notes Issuers”), certain subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral trustee, completed a private offering of $645 million aggregate principal amount of 9.25% Senior Secured Notes due 2023 (the “2023 Notes”). The 2023 Notes mature on June 15, 2023, unless earlier redeemed or repurchased by the issuers. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year. The 2023 Notes are guaranteed on a senior secured basis by all of the Partnership’s existing subsidiaries.

On or after June 15, 2019, the 2023 Notes Issuers may on any one or more occasions, redeem all or part of the 2023 Notes at the redemption prices set forth below expressed as a percentage of the principal amount of the 2023 Notes plus accrued and unpaid interest to the applicable redemption date.


12-month period beginning June 15,						Percentage
2019						104.625%
2020						102.313%
2021 and thereafter						100%

The 2023 Notes contain customary covenants for a financing of this type that, among other things, restrict CVR Partners’ ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Partnership’s units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Partnerships’ restricted subsidiaries to the Partnership; (vii) consolidate, merge or transfer all or substantially all of the Partnerships’ assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. In addition, the indenture contains customary events of default, the occurrence of which would result in or permit the trustee or the holders of at least 25% of the 2023 Notes to cause the acceleration of the 2023 Notes, in addition to the pursuit of other available remedies.

6.50% Senior Notes, due 2021

The Partnership issued $320 million aggregate principal amount of 6.50% Senior Notes due 2021 (the “2021 Notes”) in April 2016, prior to the East Dubuque merger. The 2021 Notes bear interest at a rate 6.50% per annum, payable semi-annually in arrears on April 15 and October 15 of each year. The 2021 Notes are scheduled to mature April 15, 2021, unless repurchased or redeemed earlier in accordance with their terms. The substantial majority of the 2021 Notes were repurchased in June 2016. As of December 31, 2019, 2018, and 2017, $2.2 million of principal amount of the 2021 Notes remained outstanding.

Asset Based (AB) Credit Facility

On September 30, 2016, CVR Partners entered into a senior secured asset based revolving credit facility (the “AB Credit Facility”) with a group of lenders and UBS AG (“UBS”), as administrative agent and collateral agent. The AB Credit Facility has an aggregate principal amount of availability of up to $50 million with an incremental facility, which permits an increase in borrowings of up to $25 million in the aggregate subject to additional lender commitments and certain other conditions. The AB Credit Facility is scheduled to mature on September 30, 2021.

The Partnership is in compliance with all covenants of the 9.25% Senior Secured Notes, the 6.50% Senior Notes, and the AB Credit Facility as of December 31, 2019.