Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events:

On May 1, 2024, we entered into the 2024 Credit Agreement, which includes a $1.0 billion senior secured term loan facility and a $300 million revolving credit facility. The revolving credit facility replaced the existing revolving credit facility under the 2017 Credit Agreement, as amended. The facilities provided under the 2024 Credit Agreement are collateralized by substantially all of the assets of the Partnership and its wholly owned domestic subsidiaries, subject to customary exceptions set forth in the 2024 Credit Agreement.

The senior secured term loan facility amortizes at 25 bps quarterly, or $10.0 million per year; matures on May 1, 2031; and bears interest at Term SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum.

The revolving credit facility bears interest at Term SOFR or Term Canadian Overnight Repo Rate Average plus a margin of 200 bps per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum; matures on February 10, 2028, subject to a springing maturity date on the date that is 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $200 million on such date; requires a commitment fee of 50 bps per annum on the unused portion of the revolving credit facility, which is subject to decrease to 37.5 bps upon achievement of a 3.0x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement); and provides for the issuance of documentary and standby letters of credit.

With respect to the revolving credit facility only, the 2024 Credit Agreement includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant tested as of the last day of each quarter (beginning with the quarter ending June 30, 2024) except for the quarter in which the consummation of the proposed merger occurs. The maximum Net First Lien Leverage Ratio will be 3.75x prior to the consummation of the proposed merger, with step-ups in respect of quarters ending thereafter.

The 2024 Credit Agreement includes restricted payment provisions, which could limit our ability to pay partnership distributions. If our pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 2.50x, prior to the consummation of the merger, we can make unlimited restricted payments so long as no default or event of default has occurred and is continuing. If our pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, we can make restricted payments up to our Cumulative Credit (as defined in the 2024 Credit Agreement). Irrespective of any leverage calculations, we can make restricted payments not to exceed the greater of 7.0% of our Market Capitalization (as defined in the 2024 Credit Agreement) and $100 million annually prior to the consummation of the merger.

On May 2, 2024, the net proceeds from the senior secured term loan facility and cash on hand were used to redeem all of our 2025 senior notes. The redemption price was $1.0 billion in aggregate principal amount, plus accrued interest to the redemption date.