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Note 11 - Debt, Net
 12 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

11.    Debt, Net

 

The Partnership's debt consists of the following:

 

  

December 31,

 

(In thousands)

 

2024

  

2023

 

Opco Credit Facility

 $113,684  $95,834 

Opco Senior Notes

        

5.82% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024

 $—  $12,685 

8.92% with semi-annual interest payments in March and September, with annual principal payments in March, due March 2024

  —   4,012 

5.03% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026

  22,841   34,262 

5.18% with semi-annual interest payments in June and December, with annual principal payments in December, due December 2026

  5,822   8,732 

Total Opco Senior Notes

 $28,663  $59,691 

Total debt at face value

 $142,347  $155,525 

Net unamortized debt issuance costs

  (279)  (467)

Total debt, net

 $142,068  $155,058 

Less: current portion of long-term debt

  (14,192)  (30,785)

Total long-term debt, net

 $127,876  $124,273 

 

NRP LP Debt

 

2025 Senior Notes

 

In 2022, NRP redeemed all $300 million of its 9.125% senior notes due 2025 ("2025 Senior Notes"). Included in loss on extinguishment of debt on the Partnership's Consolidated Statements of Comprehensive Income for the year ended December 31, 2022, are $7.2 million of call premium and fees and the write off of $3.1 million of debt issuance costs related to the redemption of the 2025 Senior Notes. The cash paid for call premiums and fees is included in other items, net under cash used in financing activities on the Consolidated Statements of Cash Flows. 

 

 

Opco Debt

 

All of Opco’s debt is guaranteed by its wholly owned subsidiaries and is secured by certain of the assets of Opco and its wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC. As of December 31, 2024 and 2023, Opco was in compliance with the terms of the financial covenants contained in its debt agreements.

 

Opco Credit Facility

 

In May 2023, the Partnership entered into the Sixth Amendment (the "Sixth Amendment") to the Opco Credit Facility (the "Opco Credit Facility"). The Sixth Amendment extended the term of the Opco Credit Facility until August 2027. Lender commitments under the Opco Credit Facility increased from $130.0 million to $155.0 million, with the ability to expand such commitments to $200.0 million with the addition of future commitments. In February 2024, the Partnership exercised its option under the Opco Credit Facility to increase the total aggregate commitment under the Opco Credit Facility twice, initially by $30.0 million from $155.0 million to $185.0 million and subsequently by $15.0 million from $185.0 million to $200.0 million. These increases in the total aggregate commitment were made pursuant to an accordion feature of the Opco Credit Facility. In connection with the initial increase, a new lender joined the lending group with a commitment of $30.0 million. In  October 2024, NRP entered into the Seventh Amendment to the Opco Credit Facility which extended the maturity from  August 2027 to  October 2029. The Seventh Amendment also removed reference to the preferred units and warrants, which are no longer outstanding, and includes modifications to Opco's ability to declare and make certain restricted payments.

 

Indebtedness under the Opco Credit Facility bears interest, at Opco's option, at:

•

the higher of (i) the prime rate as announced by the agent bank; (ii) the federal funds rate plus 0.50%; or (iii) SOFR plus 1%, in each case plus an applicable margin ranging from 2.50% to 3.50%; or

•

a rate equal to SOFR plus an applicable margin ranging from 3.50% to 4.50%.

 

During the year ended December 31, 2023, the Partnership borrowed $248.8 million and repaid $223.0 million, resulting in $95.8 million in borrowings outstanding and $59.2 of available borrowing capacity under the Opco Credit Facility as of December 31, 2023. During the year ended December 31, 2024 the Partnership borrowed $167.9 million and repaid $150.0 million, resulting in $113.7 million in borrowings outstanding and $86.3 million of available borrowing capacity under the Opco Credit Facility as of December 31, 2024. The weighted average interest rate for the borrowings outstanding under the Opco Credit Facility for the year ended December 31, 2024 and 2023 was 8.77% and 8.70%, respectively. Opco will incur a commitment fee on the unused portion of the revolving credit facility at a rate of 0.50% per annum. Opco may prepay all amounts outstanding under the Opco Credit Facility at any time without penalty.

 

The Opco Credit Facility contains financial covenants requiring Opco to maintain:

 

•

A leverage ratio of consolidated indebtedness to EBITDDA (as defined in the Opco Credit Facility) not to exceed 3.0x. As of December 31, 2024, this ratio was 0.6x; and

•

an interest coverage ratio of consolidated EBITDDA to consolidated interest expense and consolidated lease expense (in each case as defined in the Opco Credit Facility) of not less than 3.5 to 1.0. As of December 31, 2024, this ratio was 14.7x.

 

The Opco Credit Facility contains certain additional customary negative covenants that, among other items, restrict Opco’s ability to incur additional debt, grant liens on its assets, make investments, sell assets and engage in business combinations. Included in the investment covenant are restrictions upon Opco’s ability to acquire assets where Opco does not maintain certain levels of liquidity. In addition, Opco is required to use 75% of the net cash proceeds of certain non-ordinary course asset sales to repay the Opco Credit Facility (without any corresponding commitment reduction) and use the remaining 25% of the net cash proceeds to offer to repay its Senior Notes on a pro-rata basis, as described below under “—Opco Senior Notes.” The Opco Credit Facility also contains customary events of default, including cross-defaults under Opco’s Senior Notes.

 

The Opco Credit Facility is collateralized and secured by liens on certain of Opco’s assets with carrying values of $302.8 million and $316.3 million classified as mineral rights, net and other long-term assets, net and $23.5 million and $26.3 million classified as long-term contract receivable, net on the Partnership’s Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively. The collateral includes (1) the equity interests in all of Opco’s wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC (which owns a 49% non-controlling equity interest in Sisecam Wyoming), (2) the personal property and fixtures owned by Opco’s wholly owned subsidiaries, other than BRP LLC and NRP Trona LLC, (3) Opco’s material coal royalty revenue producing properties, and (4) certain of Opco’s coal-related infrastructure assets, including its long-term contract receivable as described in Note 17. Financing Transaction.

 

Opco Senior Notes   

 

Opco has issued several series of private placement senior notes (the "Opco Senior Notes") with various interest rates and principal due dates. As of December 31, 2024, only the 5.03% and 5.18% Opco Senior Notes, both due December 31, 2026, remain outstanding. These Opco Senior Notes have principal due annually in  December and interest due semi-annually in  June and  December. As of December 31, 2024 and 2023, the Opco Senior Notes had cumulative principal balances of $28.7 million and $59.7 million, respectively. Opco made mandatory principal payments on the Opco Senior Notes of $31.0, $39.4 and $39.4 million during the year ended December 31, 2024, 2023 and 2022, respectively.

 

The Note Purchase Agreements relating to the Opco Senior Notes contain covenants requiring Opco to:

 

•

maintain a ratio of consolidated indebtedness to consolidated EBITDDA (as defined in the note purchase agreement) of no more than 4.0 to 1.0 for the four most recent quarters;

•

not permit debt secured by certain liens and debt of subsidiaries to exceed 10% of consolidated net tangible assets (as defined in the note purchase agreement); and

•

maintain the ratio of consolidated EBITDDA (as defined in the note purchase agreement) to consolidated fixed charges (consisting of consolidated interest expense and consolidated operating lease expense) at not less than 3.5 to 1.0.

 

In addition, the Note Purchase Agreements include a covenant that provides that, in the event Opco or any of its subsidiaries is subject to any additional or more restrictive covenants under the agreements governing its material indebtedness (including the Opco Credit Facility and all renewals, amendments or restatements thereof), such covenants shall be deemed to be incorporated by reference in the Note Purchase Agreements and the holders of the Notes shall receive the benefit of such additional or more restrictive covenants to the same extent as the lenders under such material indebtedness agreement.

 

In September 2016, Opco amended the Opco Senior Notes. Under this amendment, Opco agreed to use certain asset sale proceeds to make mandatory prepayment offers to the holders of the Opco Senior Notes using an amount of net cash proceeds from certain asset sales that will be calculated pro-rata based on the amount of Opco Senior Notes then outstanding compared to the other total Opco senior debt outstanding that is being prepaid.

 

The mandatory prepayment offers described above will be made pro-rata across each series of outstanding Opco Senior Notes and will not require any make-whole payment by Opco. In addition, the remaining principal and interest payments on the Opco Senior Notes will be adjusted accordingly based on the amount of Opco Senior Notes actually prepaid. The prepayments do not affect the maturity dates of any series of the Opco Senior Notes.

 

Consolidated Principal Payments

 

The consolidated principal payments due are set forth below:

 

(In thousands)

 

Opco Senior Notes

  

Opco Credit Facility

  

Total

 

2025

 $14,332  $—  $14,332 

2026

  14,331   —   14,331 

2027

  —   —   — 

2028

  —   —   — 

2029

  —   113,684   113,684 

Thereafter

  —   —   — 
  $28,663  $113,684  $142,347