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Debt and Interest Expense
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt and Interest Expense

Note 8. Debt and Interest Expense

Total long-term debt is as follows:

 

 

 

December 31, 2021

 

 

December 31, 2020

 

(in millions)

 

 

 

 

 

 

Fixed-rate senior notes:

 

 

 

 

 

 

5.625% due 2026

 

$

800.0

 

 

$

800.0

 

5.125% due 2028

 

 

550.0

 

 

 

550.0

 

4.250% due 2030

 

 

750.0

 

 

 

-

 

Total fixed-rate senior notes

 

 

2,100.0

 

 

 

1,350.0

 

Term Loan A facility

 

 

390.0

 

 

 

400.0

 

Revolving credit facility

 

 

104.0

 

 

 

184.0

 

Total Borrowings

 

 

2,594.0

 

 

 

1,934.0

 

Unamortized deferred financing costs and discounts

 

 

(30.5

)

 

 

(23.9

)

Total debt

 

 

2,563.5

 

 

 

1,910.1

 

Less: current maturities of long-term debt

 

 

20.0

 

 

 

10.0

 

Total long-term debt

 

$

2,543.5

 

 

$

1,900.1

 

 

As of December 31, 2021, the maturity profile of total debt, excluding deferred financing costs and discounts, is as follows:

 

(in millions)

Total

 

 

2022

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

2027 and thereafter

 

Fixed-rate senior notes

$

2,100.0

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

800.0

 

 

$

1,300.0

 

Term Loan facility

 

390.0

 

 

 

20.0

 

 

 

30.0

 

 

 

340.0

 

 

 

-

 

 

 

-

 

 

 

-

 

Revolving credit facility

 

104.0

 

 

 

-

 

 

 

-

 

 

 

104.0

 

 

 

-

 

 

 

-

 

 

 

-

 

Total debt (excluding interest)

$

2,594.0

 

 

$

20.0

 

 

$

30.0

 

 

$

444.0

 

 

$

-

 

 

$

800.0

 

 

$

1,300.0

 

 

Fixed‑Rate Senior Notes

In August 2021, the Partnership issued $750.0 million aggregate principal amount of 4.250% fixed‑rate senior notes due 2030 to qualified institutional investors. The notes are guaranteed by certain subsidiaries of the Partnership. Interest is payable semi‑annually on February 15 and August 15. The Partnership used the proceeds to fund the Repurchase Transaction (see Note 3, Equity Transactions).

In December 2019, the Partnership issued $550.0 million aggregate principal amount of 5.125% fixed‑rate senior notes due 2028 to qualified institutional investors. The notes are guaranteed by certain subsidiaries of the Partnership. Interest is payable semi‑annually on June 15 and December 15. The Partnership used the net proceeds to finance the acquisition of HIP, including to repay borrowings under HIP’s credit facilities, and pay related fees and expenses (see Note 4, Acquisitions).

In December 2019, in connection with the Restructuring, the Partnership, assumed $800.0 million aggregate principal amount of 5.625% outstanding fixed-rate senior notes of HIP in a par-for-par exchange for newly issued 5.625% senior notes due 2026 of the Partnership and paid approximately $2.0 million of exchange consent fees. The notes are guaranteed by certain subsidiaries of the Partnership. Interest is payable semi‑annually on February 15 and August 15.

Each of the indentures for the senior notes described above contains customary covenants that restrict our ability and the ability of our restricted subsidiaries to (i) declare or pay any dividend or make any other restricted payments; (ii) transfer or sell assets or subsidiary stock; (iii) incur additional debt; or (iv) make restricted investments, unless, at the time of and immediately after giving pro forma effect to such restricted payments and any related incurrence of indebtedness or other transactions, no default has occurred and is continuing or would occur as a consequence of such restricted payment and if the leverage ratio does not exceed 4.25 to 1.00. As of December 31, 2021, we were in compliance with all debt covenants under the indentures.

In addition, the covenants included in the indentures governing the senior notes contain provisions that allow the Company to satisfy the Partnership’s reporting obligations under the indentures, as long as any such financial information of the Company contains information reasonably sufficient to identify the material differences, if any, between the financial information of the Company, on the one hand, and the Partnership and its subsidiaries on a stand-alone basis, on the other hand and the Company does not directly own capital stock of any person other than the Partnership and its subsidiaries, or material business operations that would not be consolidated with the financial results of the Partnership and its subsidiaries. The Company is a holding company and has no independent assets or operations. Other than the interest in the Partnership and the effect of federal and state income taxes that are recognized at the Company level, there are no material differences between the consolidated financial statements of the Partnership and the consolidated financial statements of the Company.

Credit Facilities

In December 2019, in connection with the Restructuring, both HIP and the Partnership retired their existing senior secured revolving credit facilities, HIP retired its senior secured Term Loan A facility and the Partnership entered into new senior secured credit facilities (the “Credit Facilities”) consisting of a $1,000.0 million 5-year revolving credit facility and a fully drawn $400.0 million 5-year Term Loan A facility, receiving cash of $210.0 million at closing. Facility fees accrue on the total capacity of the revolving credit facility. Borrowings under the 5-year Term Loan A facility generally bear interest at LIBOR plus the applicable margin ranging from 1.55% to 2.50%, while the applicable margin for the 5-year syndicated revolving credit facility ranges from 1.275% to 2.000%. Pricing levels for the facility fee and interest-rate margins are based on the Partnership’s ratio of total debt to EBITDA (as defined in the Credit Facilities). If the Partnership obtains an investment grade credit rating, the pricing levels will be based on the Partnership’s credit ratings in effect from time to time. At December 31, 2021, borrowings of $104.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $390.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

The Credit Facilities can be used for borrowings and letters of credit for general corporate purposes. The Credit Facilities are guaranteed by each direct and indirect wholly owned material domestic subsidiary of the Partnership, and are secured by first priority perfected liens on substantially all of the assets of the Partnership and its direct and indirect wholly owned material domestic subsidiaries, including equity interests directly owned by such entities, subject to certain customary exclusions. The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter (5.50 to 1.00 during the specified period following certain acquisitions) and, prior to the Partnership obtaining an investment grade credit rating, a ratio of secured debt to EBITDA for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter. As of December 31, 2021, the Partnership was in compliance with these financial covenants.

 

Fair Value Measurement

At December 31, 2021, our total debt had a carrying value of $2,563.5 million and had a fair value of approximately $2,648.5 million, based on Level 2 inputs in the fair value measurement hierarchy. The carrying value of the amounts under the Term Loan A facility and revolving credit facility at December 31, 2021, approximated their fair value. Any changes in interest rates do not impact cash outflows associated with fixed rate interest payments or settlement of debt principal, unless a debt instrument is repurchased prior to maturity.

Interest Paid

The total amount of interest paid on all fixed-rate senior notes and credit facilities, including facility fees, during the years ended December 31, 2021, 2020 and 2019 was $84.5 million, $88.9 million and $60.8 million, respectively.