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Debt
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
Long-term Debt
Debt
The Company’s debt consists of the following for periods presented below (in thousands):
 
 
 
 
 
As of June 30, 2017
 
June 30, 2017
 
December 31, 2016
 
Contractual Interest Rate
 
Effective Interest Rate
 
 
 
 
 
 
 
Maturity
Corporate-level
 
 
 
 
 
 
 
 
 
Revolving Credit Facility
$
60,000

 
$
180,000

 
varies

(1) 
3.46
%
(1) 
December 2018
2020 Notes
225,000

 
225,000

 
4.00
%
 
6.60
%
 
July 2020
2024 Notes
350,000

 
—

 
5.88
%
 
5.88
%
 
February 2024
Project-level
 
 
 
 
 
 
 
 
 
Fixed interest rate
 
 
 
 
 
 
 
 
 
El Arrayán EKF term loan
101,984

 
103,904

 
5.56
%
 
5.56
%
 
March 2029
Santa Isabel term loan
105,953

 
107,090

 
4.57
%
 
4.57
%
 
September 2033
Variable interest rate
 
 
 
 
 
 
 
 
 
Ocotillo commercial term loan (2)
188,906

 
193,257

 
2.90
%
 
3.82
%
(3) 
August 2020
Lost Creek term loan
100,145

 
103,846

 
3.07
%
 
6.51
%
(3) 
September 2027
El Arrayán commercial term loan
92,713

 
94,458

 
4.17
%
 
5.70
%
(3) 
March 2029
Spring Valley term loan
127,445

 
130,658

 
3.05
%
 
5.19
%
(3) 
June 2030
Ocotillo development term loan
101,200

 
102,300

 
3.25
%
 
4.42
%
(3) 
August 2033
St. Joseph term loan (2)
168,016

 
162,356

 
2.70
%
 
3.86
%
(3) 
November 2033
Western Interconnect term loan (2)
54,395

 
—

 
3.05
%
 
3.97
%
(3) 
April 2027
Imputed interest rate
 
 
 
 
 
 
 
 
 
Hatchet Ridge financing lease obligation
196,363

 
202,593

 
1.43
%
 
1.43
%
 
December 2032
 
1,872,120

 
1,605,462

 
 
 
 
 
 
Unamortized premium/discount, net (4)
(14,791
)
 
(17,019
)
 
 
 
 
 
 
Unamortized financing costs
(30,684
)
 
(24,771
)
 
 
 
 
 
 
Total debt, net
$
1,826,645

 
1,563,672

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As reflected on the consolidated balance sheets
 
 
 
 
 
 
 
 
 
Revolving credit facility
$
60,000

 
$
180,000

 
 
 
 
 
 
Current portion of long-term debt, net of financing costs
54,975

 
48,716

 
 
 
 
 
 
Long term debt, net of financing costs
1,711,670

 
1,334,956

 
 
 
 
 
 
Total debt, net
$
1,826,645

 
$
1,563,672

 
 
 
 
 
 
(1) 
Refer to Revolving Credit Facility for interest rate details.
(2) 
The amortization for the Ocotillo commercial term loan, the St. Joseph term loan, and the Western Interconnect term loan are through June 2030, September 2036 and March 2036, respectively, which differs from the stated maturity date of such loans due to prepayment requirements.
(3) 
Includes impact of interest rate derivatives. See Note 10, Derivative Instruments, for discussion of interest rate derivatives.
(4) 
Premium amount is related to the Lost Creek term loan and discount amount is related to the 2020 Notes.
Interest and commitment fees incurred and interest expense for debt consisted of the following (in thousands):
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Corporate-level interest and commitment fees incurred
$
8,497

 
$
4,952

 
$
15,612

 
$
10,005

Project-level interest and commitment fees incurred(1)
13,107

 
13,356

 
25,468

 
26,444

Amortization of debt discount/premium, net
1,125

 
1,042

 
2,227

 
2,074

Amortization of financing costs
1,994

 
1,752

 
3,852

 
3,498

Other interest
116

 
173

 
235

 
315

Interest expense
$
24,839

 
$
21,275

 
$
47,394

 
$
42,336


(1) 
Includes reclassification of realized gains (losses) on derivative instruments that qualifies as cash flow hedges from accumulated OCI into interest expense and the ineffective portion of the instruments.
Corporate Level Debt
Revolving Credit Facility
As of June 30, 2017, $403.7 million was available for borrowing under the $500.0 million Revolving Credit Facility. The Revolving Credit Facility is secured by pledges of the capital stock and ownership interests in certain of the Company’s holding company subsidiaries. The Revolving Credit Facility contains a broad range of covenants that, subject to certain exceptions, restrict the Company’s holding company subsidiaries' ability to incur debt, grant liens, sell or lease assets, transfer equity interests, dissolve, pay distributions and change its business. As of June 30, 2017, the Company's holding company subsidiaries were in compliance with covenants contained in the Revolving Credit Facility.
The loans under the Company's Revolving Credit Facility are either base rate loans or Eurodollar rate loans. The base rate loans accrue interest at the fluctuating rate per annum equal to the greatest of the (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Eurodollar rate that would be in effect for a Eurodollar rate loan with an interest period of one month plus 1.0%, plus an applicable margin ranging from 1.25% to 1.75% (corresponding to applicable leverage ratios of the borrower). The Eurodollar rate loans accrue interest at a rate per annum equal to International Continental Exchange London Interbank Offered Rate (LIBOR), as published by Reuters plus an applicable margin ranging from 2.25% to 2.75% (corresponding to applicable leverage ratios of the borrower). Under the Revolving Credit Facility, the Company pays a revolving commitment fee equal to the average of the daily difference between revolving commitments and the total utilization of revolving commitments times 0.50%. The Company also pays letter of credit fees.
As of June 30, 2017 and December 31, 2016, letters of credit of $36.3 million and $31.7 million were issued under the Revolving Credit Facility.
Unsecured Senior Notes due 2024
In January 2017, the Company issued unsecured senior notes with an aggregate principal amount of $350.0 million (Unsecured Senior Notes or 2024 Notes). Net proceeds to the Company were approximately $345.0 million, after deducting the initial purchasers’ discount, commissions and transaction expenses. The 2024 Notes bear interest at a rate of 5.875% per year, payable semiannually in arrears on February 1 and August 1, beginning on August 1, 2017 and maturing on February 1, 2024, unless repurchased or redeemed at an earlier date. The 2024 Notes are guaranteed on a senior unsecured basis by Pattern US Finance Company, one of the Company's subsidiaries.
Convertible Senior Notes due 2020
In July 2015, the Company issued $225.0 million aggregate principal amount of 4.00% convertible senior notes due 2020 (Convertible Senior Notes or 2020 Notes). The 2020 Notes bear interest at a rate of 4.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2016. The 2020 Notes will mature on July 15, 2020. The 2020 Notes were sold in a private placement.
The 2020 Notes are guaranteed on a senior unsecured basis by a subsidiary of the Company and are general unsecured obligations of the Company. The obligations rank senior in rights of payment to the Company’s subordinated debt, equal in right of payment to the Company’s unsubordinated debt and effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness.
The following table presents a summary of the equity and liability components of the 2020 Notes (in thousands):
 
June 30, 2017
 
December 31,
2016
Principal
$
225,000

 
$
225,000

Less:

 

Unamortized debt discount
(15,874
)
 
(18,196
)
Unamortized financing costs
(3,348
)
 
(3,894
)
Carrying value of convertible senior notes
$
205,778

 
$
202,910

Carrying value of the equity component (1)
$
23,743

 
$
23,743

(1) 
Included in the consolidated balance sheets as additional paid-in capital, net of $0.7 million in equity issuance costs.
Project level debt
Western Interconnect
In April 2017, in connection with the Broadview Project acquisition, the Company assumed a $51.2 million senior construction loan facility, including accrued interest, which was immediately extinguished and concurrently, the Company entered into a variable rate term loan maturing on April 21, 2027 for $54.4 million. The interest rate on the term loan is LIBOR plus 2.00% (with periodic increases of 0.25% every four years).
Collateral for the term loan includes Western Interconnect's tangible assets and contractual rights and cash on deposit with the depository agent. Such loan agreement contains a broad range of covenants that, subject to certain exceptions, restrict Western Interconnect's ability to incur debt, grant liens, sell or lease certain assets, transfer equity interests, dissolve, make distributions, or change its business.