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DEBT
12 Months Ended
Dec. 31, 2015
DEBT  
DEBT

8.DEBT

 

At December 31, 2015 and 2014, the Company’s debt consisted of the following (in millions):

 

 

 

As of December 31,

 

 

 

2015

 

2014

 

Term Loans:

 

 

 

 

 

5.79%, payable through 2020

 

$

31.5

 

$

38.5

 

3.66%, payable through 2023

 

68.4

 

77.5

 

4.16%, payable through 2027

 

55.0

 

55.0

 

4.31%, payable through 2032

 

37.5

 

37.5

 

4.35%, payable through 2044

 

100.0

 

100.0

 

3.92%, payable through 2045

 

75.0

 

 

Title XI Bonds:

 

 

 

 

 

5.34%, payable through 2028

 

28.6

 

30.8

 

5.27%, payable through 2029

 

30.8

 

33.0

 

Revolving credit facility

 

 

 

Capital leases

 

3.1

 

1.3

 

 

 

 

 

 

 

Total Debt

 

429.9

 

373.6

 

Less current portion

 

(22.0

)

(21.6

)

 

 

 

 

 

 

Total Long-term Debt

 

$

407.9

 

$

352.0

 

 

 

 

 

 

 

 

 

 

Description of Debt:  The following is a description of the Company’s debt:

 

Term Loans:  The 5.79 percent notes payable through 2020 are amortized by semi-annual principal payments of $3.5 million plus interest.  During the second quarter of 2012, the Company issued new unsecured, fixed rate, amortizing long-term debt of $170.0 million, which funded in three tranches, $77.5 million at an interest rate of 3.66 percent maturing in 2023, $55.0 million at an interest rate of 4.16 percent maturing in 2027, and $37.5 million at an interest rate of 4.31 percent maturing in 2032.  Interest is payable semi-annually.  The weighted average coupon and average life of the three tranches of debt are 3.97 percent and 9.2 years, respectively.  The notes began to amortize in 2015 with aggregate semi-annual payments of $4.6 million, which will continue through 2016, followed by $8.4 million in 2017 through mid-year 2023, $3.8 million through mid-year 2027, and $1.2 million thereafter.

 

In January 2014, the Company issued $100 million of 30-year senior unsecured private placement notes (the “2014 Notes”).  The 2014 Notes have a weighted average life of 14.5 years and bear interest at a rate of 4.35 percent, payable semi-annually.  The 2014 Notes will begin to amortize in 2021, with annual principal payments of $5.0 million in 2021, $7.5 million in 2022 and 2023, $10.0 million from 2024 to 2027, and $8.0 million in 2028.  Starting in 2029, and in each year thereafter until 2044, annual principal payments will be $2.0 million.

 

In July 2015, the Company entered into a private placement note purchase agreement for the issuance of $75.0 million of 30-year senior unsecured notes (the “2015 Notes”).  The 2015 Notes funded on October 1, 2015, have a weighted average life of approximately 13 years, and will bear interest at a rate of 3.92 percent, payable semi-annually.  The 2015 Notes will begin to amortize in 2017, with annual principal payments of approximately $1.8 million through 2019.  During the years 2020 to 2026, the annual principal payments will range between approximately $1.3 million and $8.0 million.  Starting in 2027, and in each year thereafter, the annual principal payments will be approximately $1.5 million.

 

Title XI Bonds:  In September 2003, the Company issued $55.0 million in U.S. Government guaranteed vessel finance bonds (Title XI) to partially finance the delivery of the MV Manukai.  The secured bonds have a final maturity in September 2028 with a coupon of 5.34 percent.  The bonds are amortized by semi-annual payments of $1.1 million plus interest.  In August 2004, the Company issued $55.0 million of U.S. Government guaranteed vessel finance bonds (Title XI) to partially finance the delivery of the MV Maunawili.  The secured bonds have a final maturity in July 2029, with a coupon of 5.27 percent.  The bonds are amortized by semi-annual payments of $1.1 million plus interest.

 

Revolving Credit Facility:  In 2012, the Company entered into a $375.0 million, five-year unsecured revolving credit facility with a syndicate of banks to provide the Company with additional sources of liquidity for working capital requirements and investment opportunities (the “Credit Facility”).  The Credit Facility includes a $100 million sub-limit for the issuance of standby and commercial letters of credit, and a $50 million sub-limit for swing line loans.  The Credit Facility also includes an uncommitted option to increase the Credit Facility by $75 million.

 

On July 30, 2015, the Company entered into an amendment to the credit facility (the “Credit Facility Amendment).  The amendment includes an increase in the borrowing capacity to $400 million, and a five year extension of the maturity date to July 30, 2020.  In addition, the Credit Facility Amendment includes a number of amended terms, including modifications to certain definitions and covenants, and includes an uncommitted option to increase the borrowing capacity of the Credit Facility Amendment by an additional $150 million.

 

The Credit Facility is subject to commitment fees, letter of credit fees, and interest on borrowings based on the Company’s ratio of total debt to EBITDA (the “Leverage Ratio”).  Commitment fees and letter of credit fees are computed using rates tied to a sliding scale, which range from 0.15 percent to 0.30 percent, and 1.00 percent to 1.75 percent, respectively, based on the Consolidated Net Leverage Ratio, as defined within the Credit Facility Amendment.  Interest rates on borrowings are based upon the Eurodollar Rate (LIBOR) plus 1.00 percent to 1.75 percent using a sliding scale based on the Consolidated Net Leverage Ratio.  The Company may also select an interest rate at a Base Rate as defined in the Credit Facility Amendment, plus a margin that ranges from zero percent to 0.75 percent.  Based upon the Company’s Leverage Ratio, the interest rate applicable to any borrowings would have been approximately 1.4 percent at December 31, 2015.

 

The Company also entered into other amendments to its existing term loan agreements that included modifications to certain definitions and covenants, as defined within the agreements.  Interest rates and other substantive terms remained unchanged.

 

As of December 31, 2015 and 2014, the Company had no borrowings outstanding under the amended Credit Facility Amendment.  As of December 31, 2015, the Company had $389.0 million of availability under the amended Credit Facility.  The Company used $11.0 million of the sub-limit for letters of credit outstanding as of December 31, 2015.

 

Capital leases:  As of December 31, 2015, the Company had capital lease obligations of $3.1 million related to certain containers and equipment.  Capital leases have been classified as current and long-term debt in the Company’s consolidated balance sheets.

 

Debt Guarantees:  All of the Company’s debt as of December 31, 2015 was unsecured, except for $59.4 million in Title XI bonds, which is guaranteed by the Company’s significant subsidiaries.  All of the Company’s debt is fixed rate debt except for the amended Credit Facility.

 

Debt Covenants:  Principal financial covenants as defined in Matson’s Credit Facility and long term fixed rate debt include, but are not limited to:

 

·

The ratio of debt to consolidated EBITDA cannot exceed 3.25 to 1.00 for each fiscal four quarter period;

·

The ratio of consolidated EBITDA to interest expense as of the end of any fiscal four quarter period cannot be less than 3.50 to 1.00; and

·

The principal amount of priority debt at any time cannot exceed 20 percent of consolidated tangible assets; and the principal amount of priority debt that is not Title XI priority debt at any time cannot exceed 10 percent of consolidated tangible assets.  Priority debt, as further defined in the Credit Facility Amendment, is all debt secured by a lien on the Company’s assets and certain subsidiary debt.

 

The Company was in compliance with these covenants as of December 31, 2015.

 

Debt Maturities:  At December 31, 2015, debt maturities during the next five years and thereafter are as follows (in millions):

 

Year

 

Total

 

2016

 

$

22.0 

 

2017

 

31.0 

 

2018

 

30.6 

 

2019

 

30.0 

 

2020

 

30.0 

 

Thereafter

 

286.3 

 

 

 

 

 

Total debt

 

$

429.9