Long-Term Debt

12 Months Ended

Dec. 31, 2021

LONG-TERM DEBT

Our outstanding long-term debt is shown below:


	As of December 31,
(in thousands)	2021		2020
Uncollateralized Senior Notes:
5.93% note, due October 31, 2023	$	6,000	$	9,000
5.68% note, due June 30, 2026	14,500		17,400
6.43% note, due May 2, 2028	4,900		5,600
3.73% note, due December 16, 2028	14,000		16,000
3.88% note, due May 15, 2029	40,000		45,000
3.25% note, due April 30, 2032	70,000		70,000
3.48% note, due May 31, 2038	50,000		50,000
3.58% note, due November 30, 2038	50,000		50,000
3.98% note, due August 20, 2039	100,000		100,000
2.98% note, due December 20, 2034	70,000		70,000
3.00% note, due July 15, 2035	50,000		50,000
2.96% note, due August 15, 2035	40,000		40,000
2.49% notes Due January 25, 2037	50,000		—
Equipment security note
2.46% note, due September 24, 2031	9,378		—
Less: debt issuance costs	(913)		(901)
Total long-term debt	567,865		522,099
Less: current maturities	(17,962)		(13,600)
Total long-term debt, net of current maturities	$	549,903	$	508,499

Notes Purchase Agreement

On December 16, 2021, we agreed to issue and MetLife agreed to purchase 2.95 percent Senior Notes due March 15, 2042 in the aggregate principal amount of $50 million. We expect to issue the Notes on or before March 15, 2022. The Company anticipates using the proceeds received from the issuances of the Notes to reduce short-term borrowings under the Company’s revolving credit facility and/or to fund capital expenditures. These Senior Notes, when issued, will have similar covenants and default provisions as the existing senior notes, and will have an annual principal payment beginning in the eleventh year after the issuance.

Equipment Security Note

On September 24, 2021, we entered into an Equipment Financing Agreement with Banc of America Leasing & Capital, LLC to issue $9.6 million in sustainable financing associated with the purchase of qualifying equipment by our subsidiary, Marlin Gas Services. The equipment security note bears a 2.46 percent interest rate and has a term of 10 years. Under the terms of the agreement, we granted a security interest in the equipment to the lender, to serve as collateral.

Annual maturities

Annual maturities and principal repayments of long-term debt are as follows:


Year	2022		2023		2024		2025		2026		Thereafter		Total
(in thousands)
Payments	$	17,962	$	21,483	$	18,505	$	25,528	$	34,551	$	450,749	$	568,778

Shelf Agreements

We have entered into Shelf Agreements with Prudential and MetLife, whom are under no obligation to purchase any unsecured debt. The following table summarizes our shelf agreements at December 31, 2021:


(in thousands)	Total Borrowing Capacity		Less Amount of Debt Issued		Less Unfunded Commitments		Remaining Borrowing Capacity
Shelf Agreements (1)
Prudential Shelf Agreement	$	370,000	$	(220,000)	$	—	$	150,000
MetLife Shelf Agreement (2)	150,000		—		(50,000)		100,000
Total	$	520,000	$	(220,000)	$	(50,000)	$	250,000

(1) The Prudential and MetLife Shelf Agreements expire in April 2023 and May 2023, respectively.

(2) Unfunded commitments of $50 million reflects Senior Notes expected to be issued on or before March 15, 2022..

The Senior Notes, Shelf Agreements or Shelf Notes set forth certain business covenants to which we are subject when any note is outstanding, including covenants that limit or restrict our ability, and the ability of our subsidiaries, to incur indebtedness, or place or permit liens and encumbrances on any of our property or the property of our subsidiaries.

Uncollateralized Senior Notes

All of our Uncollateralized Senior Notes require periodic principal and interest payments as specified in each note. They also contain various restrictions. The most stringent restrictions state that we must maintain equity of at least 40.0 percent of total capitalization (including short-term borrowings), and the fixed charge coverage ratio must be at least 1.2 times. The most recent Senior Notes issued since September 2013 also contain a restriction that we must maintain an aggregate net book value in our regulated business assets of at least 50.0 percent of our consolidated total assets. Failure to comply with those covenants could result in accelerated due dates and/or termination of the Senior Note agreements.

Certain Uncollateralized Senior Notes contain a “restricted payments” covenant as defined in the respective note agreements. The most restrictive covenants of this type are included within the 5.93 percent Senior Note, due October 31, 2023. The covenant provides that we cannot pay or declare any dividends or make any other restricted payments in excess of the sum of $10.0 million, plus our consolidated net income accrued on and after January 1, 2003. As of December 31, 2021, the cumulative consolidated net income base was $664.5 million, offset by restricted payments of $289.4 million, leaving $375.1 million of cumulative net income free of restrictions. As of December 31, 2021, we were in compliance with all of our debt covenants.