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Long-Term Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

4.

Long-Term Debt

At March 31, 2020 and December 31, 2019, long-term debt consisted of the following:

 

 

 

March 31, 2020

 

 

December 31, 2019

 

 

 

(in thousands)

 

Term Loan

 

$

1,558,508

 

 

$

1,566,440

 

Finance lease liabilities

 

 

5,602

 

 

 

6,875

 

Industrial Revenue Bond

 

 

10,000

 

 

 

10,000

 

Other borrowings

 

 

109

 

 

 

145

 

Term Loan deferred financing costs, net

 

 

(24,591

)

 

 

(25,754

)

 

 

 

1,549,628

 

 

 

1,557,706

 

Less: current portion

 

 

(1,546,769

)

 

 

(18,633

)

Long-term debt including finance leases

 

$

2,859

 

 

$

1,539,073

 

 

As discussed in Note 1, the Company and certain of its direct and indirect U.S. subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy code on June 29, 2020, which constitutes an Event of Default under the $1.65 billion senior secured term loan and the Industrial Revenue Bond.  As such, at March 31, 2020, all outstanding debt related to the Term Loan has been classified as current portion of long-term debt in the accompanying Condensed Consolidated Balance Sheets at March 31, 2020. See Note 21 for further detail on the Company Parties’ Voluntary Reorganization under Chapter 11.

 

Term Loan

On June 1, 2018, in connection with the Merger, we completed a debt refinancing transaction with Barclays Bank PLC as administrative agent by entering into a $1.65 billion senior secured term loan (the “Term Loan”) that was issued at par with a maturity date of June 1, 2025.  The Term Loan requires quarterly principal payments of $4.1 million, reduced to $4.0 million after the December 2019 repurchases, and quarterly interest payments from September 30, 2018 through March 31, 2025 with the balance payable at the maturity date.  Interest accrues at the rate of the three-month LIBOR plus 325 to 400 basis points depending on Total Net Leverage (as hereinafter defined) with a LIBOR floor of 1.0% or the Base Rate (as hereinafter defined).  Total Net Leverage is defined as total debt net of up to $150.0 million of non-restricted cash, divided by EBITDA.  The Term Loan is guaranteed by all of our wholly-owned, material, domestic, restricted subsidiaries (including Merger Sub as successor to Fairmount Santrol, and all of the wholly-owned material restricted subsidiaries of Fairmount Santrol), subject to certain exceptions.  In addition, subject to various exceptions, the Term Loan is secured by substantially all of our assets and those of each guarantor, including, but not limited to (a) a perfected first-priority pledge of all of the capital stock held by us or any guarantor of each existing or subsequently acquired or organized wholly-owned restricted subsidiary (no more than 65% of the voting stock of any foreign subsidiary) and (b) perfected first priority security interests in substantially all of our tangible and intangible assets and those of each guarantor.  The Term Loan is not guaranteed by certain foreign subsidiaries, including our Mexican and Canadian subsidiaries.  We have the option to prepay the Term Loan without premium or penalty other than customary breakage costs with respect to LIBOR borrowings.  There are no financial covenants governing the Term Loan. The Term Loan places certain restrictions on our ability to pay dividends on our common stock.

At March 31, 2020, the Term Loan had an interest rate of 5.9%.

Revolver

In addition to the Term Loan, on June 1, 2018, in connection with the Merger, we entered into a $200 million revolving credit facility (as amended, the “Revolver”) to replace a previous credit facility.  There were no borrowings under the Revolver at December 31, 2019. We voluntarily cancelled the Revolver, effective December 31, 2019, in connection with receiving a commitment from PNC Bank, National Association, for a new, three-year credit facility for up to $75 million.

Receivables Facility

On March 31, 2020, we entered into a Receivables Financing Agreement (“Receivables Facility”) by and among (i) Covia, as initial servicer, (ii) Covia Financing LLC, a wholly-owned subsidiary of Covia, as borrower (“Covia Financing”), (iii) the persons from time to time party thereto, as lenders, (iv) PNC Bank, National Association, as LC bank and as administrative agent (“PNC”), and (v) PNC Capital Markets LLC, as structuring agent (“Structuring Agent”).  In connection with the Receivables Facility, on March 31, 2020, Covia, as originator and servicer, and Covia Financing, as the buyer, entered into a Purchase and Sale Agreement (“PSA”), and various of Covia’s subsidiaries, as sub-originators (“Sub-Originators”), and Covia, as the buyer and servicer, entered into the Sub-Originator Purchase and Sale Agreement (“Sub-PSA”).  Together, the Receivables Facility, the PSA, and the Sub-PSA (“Agreements”) establish the primary terms and conditions of an accounts receivable securitization program (the “Receivables Facility”).

Pursuant to the terms of the Sub-PSA, the Sub-Originators will sell its receivables to Covia in a true sale conveyance. Pursuant to the PSA, Covia, in its capacity as originator, will sell in a true sale conveyance its receivables, including the receivables it purchased from the Sub-Originators, to Covia Financing. Under the Receivables Facility, Covia Financing may borrow or obtain letters of credit in an amount not to exceed  $75 million in the aggregate and will secure its obligations with a pledge of undivided interests in such receivables, together with related security and interests in the proceeds thereof, to PNC. The loans under the Receivables Facility are an obligation of Covia Financing and not the Sub-Originators or Covia.  None of the Sub-Originators nor Covia guarantee the collectability of the trade receivables or the creditworthiness of the obligors of the receivables.

Amounts outstanding under the Receivables Facility accrue interest based on LIBOR Market Index Rate, provided that Covia Financing may select adjusted LIBOR for a tranche period. The Receivables Facility terminates on March 31, 2023, unless terminated earlier pursuant to the terms of the Agreements.  There were no borrowings under the Receivables Facility at March 31, 2020.

The filing of the Chapter 11 Cases constituted an event of default under the Receivables Facility. See Note 21 for further detail on the Receivables Facility.

Industrial Revenue Bond

We hold a $10.0 million Industrial Revenue Bond related to the construction of a mining facility in Wisconsin.  The bond bears interest, which is payable monthly at a variable rate.  The rate was 4.5% at March 31, 2020.  The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10.0 million. The filing of the Chapter 11 Cases constituted an event of default under the Industrial Revenue Bond. See Note 21 for further details.

Other Borrowings

Other borrowings at March 31, 2020 and December 31, 2019 were comprised of a promissory note with three unrelated third parties.  Two of these unrelated parties had interest rates of 1.0% and 4.11%, respectively, at both March 31, 2020 and December 31, 2019.  The third unrelated party was repaid with proceeds from the sale of the Winchester & Western Railroad from September 10, 2019 and did not require any interest payments.  

As of March 31, 2020, one of our subsidiaries had a C$2.0 million Canadian dollar overdraft facility with the Bank of Montreal.  We have guaranteed the obligations of the subsidiary under the overdraft facility.  As of March 31, 2020 and December 31, 2019, there were no borrowings outstanding under the overdraft facility.  The rates of the overdraft facility were 4.95% at March 31, 2020 and December 31, 2019. On June 25, 2020, we amended the terms of the facility, reducing the amount to C$500,000 and removing the guarantee obligations.  

At March 31, 2020 we had $12.7 million of outstanding standby letters of credit backed by the Receivables Facility. At December 31, 2019, we had $13.2 million of outstanding standby letters of credit held outside of a credit facility.