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Long-Term Debt
6 Months Ended
Jun. 30, 2015
Long-Term Debt  
Long-Term Debt

 

8.  Long-Term Debt

 

Long-term debt consisted of the following (in thousands):

 

 

 

June 30,
2015

 

December 31,
2014

 

Revolving credit facility due July 2016

 

$

356,500 

 

$

375,500 

 

Partnership’s revolving credit facility due May 2018

 

541,500 

 

460,000 

 

Partnership’s term loan facility due May 2018

 

150,000 

 

150,000 

 

Partnership’s 6% senior notes due April 2021 (presented net of the unamortized discount of $4.2 million and $4.5 million, respectively)

 

345,828 

 

345,528 

 

Partnership’s 6% senior notes due October 2022 (presented net of the unamortized discount of $5.0 million and $5.2 million, respectively)

 

345,043 

 

344,767 

 

7.25% senior notes due December 2018

 

350,000 

 

350,000 

 

Other, interest at various rates, collateralized by equipment and other assets

 

891 

 

1,107 

 

 

 

 

 

 

 

Long-term debt

 

$

2,089,762 

 

$

2,026,902 

 

 

 

 

 

 

 

 

 

 

Exterran Senior Secured Credit Facility

 

As of June 30, 2015, we had $356.5 million in outstanding borrowings and $94.4 million in outstanding letters of credit under our senior secured revolving credit facility (the “Credit Facility”). At June 30, 2015, taking into account guarantees through letters of credit, we had undrawn and available capacity of $449.1 million under the Credit Facility.

 

The Partnership Revolving Credit Facility and Term Loan

 

In February 2015, the Partnership amended its senior secured credit agreement (the “Partnership Credit Agreement”), which among other things, increased the borrowing capacity under its revolving credit facility by $250.0 million to $900.0 million. The Partnership Credit Agreement, which matures in May 2018, also includes a $150.0 million term loan facility. During the six months ended June 30, 2015, the Partnership incurred transaction costs of $1.3 million related to the amendment of the Partnership Credit Agreement. These costs were included in intangible and other assets, net, and are being amortized over the term of the facility. As of June 30, 2015, the Partnership had undrawn and available capacity of $358.5 million under its revolving credit facility.

 

The Partnership 6% Senior Notes Due October 2022

 

In April 2014, the Partnership issued $350.0 million aggregate principal amount of the Partnership 2014 Notes. The Partnership received net proceeds of $337.4 million, after original issuance discount and issuance costs, from this offering, which it used to fund a portion of the April 2014 MidCon Acquisition and repay borrowings under its revolving credit facility. The Partnership incurred $6.9 million in transaction costs related to this issuance. These costs were included in intangible and other assets, net, and are being amortized to interest expense over the term of the Partnership 2014 Notes. The Partnership 2014 Notes were issued at an original issuance discount of $5.7 million, which is being amortized using the effective interest method at an interest rate of 6.25% over their term. In February 2015, holders of the Partnership 2014 Notes exchanged their Partnership 2014 Notes for registered notes with the same terms.

 

4.25% Convertible Senior Notes

 

In June 2009, we issued $355.0 million aggregate principal amount of 4.25% convertible senior notes due June 2014 (the “4.25% Notes”). The 4.25% Notes, after taking into consideration dividends declared, were convertible upon the occurrence of certain conditions into shares of our common stock at a conversion rate of 43.5084 shares of our common stock per $1,000 principal amount of the convertible notes, equivalent to a conversion price of approximately $22.98 per share of common stock. In June 2014, we completed our redemption of the 4.25% Notes in exchange for $370.0 million in cash and 6.8 million shares of our common stock.

 

In connection with the offering of the 4.25% Notes, we purchased call options on our stock at approximately $22.98 per share of common stock, after taking into consideration dividends declared, and sold warrants on our stock at approximately $32.19 per share of common stock, after taking into consideration dividends declared. These transactions economically adjust the effective conversion price to $32.19 for $325.0 million of the 4.25% Notes. In June 2014, we exercised our call options to acquire 6.5 million shares of our common stock. The cost of the common shares acquired was recorded as treasury stock in our condensed consolidated balance sheets based on the original cost of the call options of $89.4 million. Counterparties to our warrants had the right to exercise the warrants in equal installments for 80 trading days which began in September 2014.