Subsequent Events

3 Months Ended

Jun. 30, 2022

Subsequent Events.

Subsequent Events

16. Subsequent Events

Repurchase of Corvette

On July 21, 2022, we repurchased Corvette for $42.2 million in cash, including fees, and application of the deposit amount of $14.0 million, which had been retained by the buyer in connection with the Corvette Japanese Financing, towards the repurchase of the vessel. Corvette was subsequently refinanced under the 2022 Debt Facility (defined below).

2022 Debt Facility

On July 29, 2022, we entered into a $260 million debt financing facility (the “2022 Debt Facility”) with Crédit Agricole Corporate and Investment Bank (“CACIB”), ING Bank N.V. (“ING”), Skandinaviska Enskilda Banken AB (publ) (“SEB”), BNP Paribas (“BNP”), and Danish Ship Finance A/S (“DSF”) to refinance indebtedness under the 2015 AR Facility and the Concorde Japanese Financing (upon its repurchase in September 2022) and to releverage Corvette following the repurchase of that vessel from its owners on July 21, 2022. The 2022 Debt Facility consists of (i) a term loan facility in an aggregate principal amount of $240 million and (ii) a revolving credit facility in an aggregate principal amount of up to $20 million. The term loan is for a period of seven (7) years with an interest rate of SOFR plus a margin of 2.20%.    

The 2022 Debt Facility is secured by, among other things, (i) first priority Bahamian mortgages on the vessels financed, (ii) first priority assignments of all of the financed vessels’ mandatory insurances and earnings and management agreements; (iii) first priority pledge in respect of all limited liability company interests of the borrowers and vessel-owning guarantors; (iv) first priority charter assignments of all of the financed vessels’ long-term charters to non-Helios LPG Pool parties with an original tenor greater than 13 months; and (v) a guaranty by the Company guaranteeing the obligations of the borrower and other guarantors under the facility agreement. The 2022 Debt Facility further provides that the facility is to be secured by assignments of the borrower’s rights under any hedging contracts in connection with the facility, but such assignments have not been entered into at this time.

The 2022 Debt Facility also contains customary covenants that require us to maintain adequate insurance coverage and to properly maintain the vessels. The loan facility includes customary events of default, including those relating to a failure to pay principal or interest, breaches of covenants, representations and warranties, a cross-default to certain other debt obligations and non-compliance with security documents, and customary restrictions on paying dividends if an event of default has occurred and is continuing, or if an event of default would result therefrom.

The following financial covenants are the most restrictive from the 2022 Debt Facility with which the Company is required to comply, calculated on a consolidated basis, determined and defined according to the provisions of the loan agreement and its amendments:

● The ratio of current assets and long-term restricted cash divided by current liabilities, excluding current portion of long-term debt, shall always be greater than 1.00;

●Maintain minimum shareholders’ equity at all times equal to the aggregate of $400 million;

●The ratio of consolidated net debt to consolidated total capitalization shall not exceed 0.60 to 1.00;

● Fair market value of the mortgaged ships plus any additional security over the outstanding loan balance shall not be less than 145%; and

● Minimum liquidity covenant of the greater of (i) $27.5 million and (ii) 5% of consolidated interest-bearing debt.

The margin can be decreased by five basis points if the leverage ratio (which is based on our aggregate market value ratio for vessels secured under the 2022 Debt Facility) is less than 35% or increased by five basis points if it is greater than or equal to 45%. We have the potential to receive a five basis point increase or reduction in the margin applicable to the 2022 Debt Facility for reductions in our average efficiency ratio (which weighs carbon emissions for a voyage against the design deadweight of a vessel and the distance traveled on such voyage) versus the level set by the IMO. 

We have reclassified $2.5 million from long-term debt to current portion of long-term debt as a result of this refinancing.

Dividend

On August 3, 2022, we announced that our Board of Directors declared an irregular cash dividend of $1.00 per share of the Company’s common stock to all shareholders of record as of the close of business on August 15, 2022, totaling $40.1 million. The dividend is payable on or about September 2, 2022.