XML 70 R16.htm IDEA: XBRL DOCUMENT v3.3.0.814
Long-Term Debt
9 Months Ended
Sep. 30, 2015
Debt Instruments [Abstract]  
Long-Term Debt

9.

Long-Term Debt

Long-term debt consisted of the following:

 

 

 

 

September 30, 2015

 

 

December 31, 2014

 

(In thousands)

 

Current

Maturity Date

 

Amount

Outstanding

 

 

Interest

Rate

 

 

Amount

Outstanding

 

 

Interest

Rate

 

Senior secured notes - $53.5 million

 

December 30, 2029

 

$

44,969

 

 

 

7.25%

 

 

$

46,291

 

 

 

7.25%

 

Senior secured notes - $110.0 million

 

September 30, 2030

 

 

102,650

 

 

 

6.47%

 

 

 

105,622

 

 

 

6.47%

 

Senior secured notes - $25.0 million

 

December 30, 2020

 

 

19,063

 

 

 

8.50%

 

 

 

20,000

 

 

 

8.50%

 

Senior secured notes - $60.0 million

 

June 20, 2018

 

 

60,000

 

 

 

5.04%

 

 

 

60,000

 

 

 

5.04%

 

Senior secured credit facilities - $407.0 million

 

June 20, 2018

 

 

388,685

 

 

    2.45%*

 

 

 

397,843

 

 

    2.42%*

 

Total long-term debt

 

 

 

 

615,367

 

 

 

 

 

 

 

629,756

 

 

 

 

 

Less current portion of long-term debt

 

 

 

 

(19,531

)

 

 

 

 

 

 

(19,234

)

 

 

 

 

Debt classified as long-term debt

 

 

 

$

595,836

 

 

 

 

 

 

$

610,522

 

 

 

 

 

 

 

*

Interest based on LIBOR at September 30, 2015 and December 31, 2014, respectively, plus an applicable margin.

Senior Secured Notes – On December 31, 2009, SDTS issued $53.5 million aggregate principal amount of 7.25% per annum senior secured notes to The Prudential Insurance Company of America and affiliates. Principal and interest on the senior secured notes are payable quarterly.

On July 13, 2010, in connection with the acquisition of Cap Rock Holding Corporation (Cap Rock), SDTS issued $110.0 million aggregate principal amount of 6.47% per annum senior secured notes to The Prudential Insurance Company of America. Principal and interest on the senior secured notes is payable quarterly.

On September 28, 2015, SDTS amended its note purchase agreements and related collateral agreements related to its senior secured notes in order to, among other things, modify the collateral requirements. The senior secured notes were previously collateralized by substantially all of the assets of, and TDC’s equity interests in, SDTS. After the amendment, the senior secured notes are secured by SDTS’s T&D assets, our leases, certain accounts and TDC’s equity interests in SDTS.

On July 13, 2010, in connection with the acquisition of Cap Rock, TDC issued $25.0 million aggregate principal amount of 8.50% per annum senior secured notes to The Prudential Insurance Company of America and affiliates. Principal and interest on the senior secured notes are payable quarterly and the senior secured notes are collateralized by the equity interest of TDC and certain accounts of TDC on the same basis as with lenders under InfraREIT LP’s credit facility.

SDTS and TDC are entitled to prepay amounts outstanding under the notes, subject to a prepayment penalty equal to the excess of the discounted value of the remaining scheduled payments with respect to such notes over the amount of the prepaid notes.

The senior secured notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreements, limitation on liens, investments and the incurrence of additional indebtedness. As of September 30, 2015 and December 31, 2014, SDTS and TDC were in compliance with all debt covenants under these agreements.

Senior Secured Credit Facilities - On June 20, 2011, SPLLC entered into a construction term loan agreement consisting of a $667.0 million construction term loan, reduced to $447.0 million on March 8, 2013, syndicated broadly to a group of 14 international banks, and $60.0 million in fixed rate notes issued to The Prudential Insurance Company of America and affiliates. The senior secured credit facility is collateralized by SPLLC’s assets and SDTS’s equity interest in SPLLC.

The $447.0 million construction term loan accrued interest at LIBOR plus 2.00%. LIBOR reset at each selected interest period (one, two, three or six months), at SPLLC’s discretion, at the current market rate. The outstanding borrowings under the construction term loan at December 31, 2013 was $396.0 million. On May 16, 2014, the construction term loan outstanding was converted into a term loan with a balance of $407.0 million. After this conversion, interest accrues at LIBOR plus 2.25% for a period of three years, at which point the interest rate will increase to LIBOR plus 2.50%. Interest under the term loan is payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months. Amortized principal amounts of the term loan are payable quarterly after the conversion.

Interest is payable quarterly on the $60.0 million fixed rate notes with the full principal balance due at maturity.

The term loan agreement and fixed rate notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreements, limitation on liens, investments and the incurrence of additional indebtedness. SPLLC was in compliance with all debt covenants for the term loan and fixed rate notes as of September 30, 2015 and December 31, 2014.