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Long-Term Debt
12 Months Ended
Dec. 31, 2016
Debt Instruments [Abstract]  
Long-Term Debt

7.

Long-Term Debt

Long-term debt consisted of the following:

 

 

 

 

 

December 31, 2016

 

 

December 31, 2015

 

(In thousands)

 

Maturity Date

 

Amount

Outstanding

 

 

Interest

Rate

 

 

Amount

Outstanding

 

 

Interest

Rate

 

TDC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior secured notes - $25.0 million

 

December 30, 2020

 

$

17,500

 

 

 

8.50%

 

 

$

18,750

 

 

 

8.50%

 

SDTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior secured notes - $60.0 million

 

June 20, 2018

 

 

60,000

 

 

 

5.04%

 

 

 

60,000

 

 

 

5.04%

 

Senior secured notes - $400.0 million

 

December 3, 2025

 

 

400,000

 

 

 

3.86%

 

 

 

400,000

 

 

 

3.86%

 

Senior secured notes - $100.0 million

 

January 14, 2026

 

 

100,000

 

 

 

3.86%

 

 

 

 

 

N/A

 

Senior secured notes - $53.5 million

 

December 30, 2029

 

 

42,600

 

 

 

7.25%

 

 

 

44,512

 

 

 

7.25%

 

Senior secured notes - $110.0 million

 

September 30, 2030

 

 

97,366

 

 

 

6.47%

 

 

 

101,627

 

 

 

6.47%

 

Total SDTS debt

 

 

 

 

699,966

 

 

 

 

 

 

 

606,139

 

 

 

 

 

Total long-term debt

 

 

 

 

717,466

 

 

 

 

 

 

 

624,889

 

 

 

 

 

Less unamortized deferred financing costs

 

 

 

 

(129

)

 

 

 

 

 

 

(161

)

 

 

 

 

Total long-term debt, less deferred

    financing costs

 

 

 

 

717,337

 

 

 

 

 

 

 

624,728

 

 

 

 

 

Less current portion of long-term debt

 

 

 

 

(7,849

)

 

 

 

 

 

 

(7,423

)

 

 

 

 

Debt classified as long-term debt, less

    deferred financing costs

 

 

 

$

709,488

 

 

 

 

 

 

$

617,305

 

 

 

 

 

 

In 2010, 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 (TDC Notes). Principal and interest on the TDC Notes are payable quarterly, and the TDC Notes are secured by the assets of, and InfraREIT LP’s equity interest in, TDC on materially the same basis as with lenders under InfraREIT LP’s revolving credit facility described above in Note 6, Borrowings Under Credit Facilities. In connection with the issuance of the TDC Notes, TDC incurred deferred financing costs which are shown as a reduction of the senior secured notes balance. The amount of unamortized deferred financing costs associated with the TDC Notes was $0.1 million and $0.2 million as of December 31, 2016 and 2015, respectively. These costs were reclassified from other assets to long-term debt, less deferred financing costs on the Consolidated Balance Sheets in accordance with new accounting guidance adopted January 1, 2016, see Note 1, Description of Business and Summary of Significant Accounting Policies.

In 2011, SPLLC entered into a construction term loan agreement and issued senior secured notes to The Prudential Insurance Company of America and affiliates (2011 Notes). The construction term loan was converted into a term loan with a balance of $407.0 million in 2014. After this conversion, interest accrued at LIBOR plus 2.25%. Interest under the term loan was 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 were payable quarterly after the conversion. In 2015, the outstanding principal and interest on the term loan were paid in full with proceeds from the SDTS Series A Notes.

The 2011 Notes have a principal balance of $60.0 million which is due in full on June 20, 2018. Interest is payable quarterly at an interest rate of 5.04% per annum. The 2011 Notes do not provide for any principal payments until maturity. The 2011Notes were assumed by SDTS in connection with the SDTS Merger in 2015.

In December 2015, SDTS issued $400.0 million in 10 year senior secured notes, series A (Series A Notes), due December 3, 2025, and in January 2016 issued an additional $100.0 million in 10 year senior secured notes, series B (Series B Notes), due January 14, 2026. These senior secured notes were issued through a private placement conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (Securities Act) and bear interest at a rate of 3.86 % per annum, payable semi-annually. The Series A Notes are due at maturity with outstanding accrued interest payable each June and December. The Series B Notes are due at maturity with outstanding accrued interest payable each January and July.

In 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 (2009 Notes). Principal and interest on these senior secured notes are payable quarterly.

In 2010, SDTS issued $110.0 million aggregate principal amount of 6.47% per annum senior secured notes to The Prudential Insurance Company of America (2010 Notes). Principal and interest on these senior secured notes are payable quarterly.

SDTS and TDC are entitled to prepay amounts outstanding under their senior secured 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 agreements governing the senior secured notes contain customary covenants, such as debt to capitalization ratios, debt service coverage ratios, limitation on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness. The debt to capitalization ratios are calculated on a combined basis with Sharyland. SDTS’s Series A Notes and Series B Notes are not required to maintain a debt service coverage ratio. As of December 31, 2016 and 2015, SDTS and TDC were in compliance with all debt covenants under the applicable agreements.

SDTS’s Series A Notes, Series B Notes, 2009 Notes, 2010 Notes and 2011 Notes are secured by substantially all of SDTS’s T&D assets, the leases, certain accounts and TDC’s equity interests in SDTS on the same basis as SDTS’s revolving credit facility described above in Note 6, Borrowings Under Credit Facilities.

The senior secured notes of TDC and SDTS are subject to customary events of default. If an event of default occurs with respect to the notes and is continuing, the lenders may accelerate the applicable amounts due.

Future maturities of long-term debt are as follows for the years ending December 31:

 

(In thousands)

 

Total

 

2017

 

$

7,849

 

2018

 

 

68,305

 

2019

 

 

8,792

 

2020

 

 

21,813

 

2021

 

 

8,621

 

Thereafter

 

 

602,086

 

Total

 

$

717,466