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Long-Term Debt (Tables)
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Schedule of Revolving Credit Facility and Long-Term Debt

 

 

 

December 31,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

(In Thousands)

 

Working Capital Revolver Loan, with a current interest rate of

   5.00% (A)

 

$

 

 

$

 

Senior Secured Notes due 2019 (B)

 

 

375,000

 

 

 

375,000

 

Secured Promissory Note due 2017 (C)

 

 

 

 

 

6,566

 

Secured Promissory Note due 2019, with a current rate

   of 5.73% (D)

 

 

8,167

 

 

 

9,167

 

Secured Promissory Note due 2021, with a current interest rate

   of 5.25% (E)

 

 

11,262

 

 

 

14,272

 

Secured Promissory Note due 2023, with a current interest rate

   of 5.62% (F)

 

 

16,665

 

 

 

18,645

 

Other, with a current weighted-average interest rate of 4.50%,

   most of which is secured primarily by machinery and

   equipment

 

 

2,994

 

 

 

4,185

 

Unamortized discount and debt issuance costs

 

 

(4,689

)

 

 

(7,615

)

 

 

 

409,399

 

 

 

420,220

 

Less current portion of long-term debt (G)

 

 

9,146

 

 

 

13,745

 

Long-term debt due after one year, net (G)

 

$

400,253

 

 

$

406,475

 

 

(A) On January 17, 2017, we and all of our existing subsidiaries (collectively, the “Borrowers”) entered into the Third Amended and Restated Loan and Security Agreement (as so amended and restated, the “Working Capital Revolver Loan”), with certain lenders and Wells Fargo Capital Finance, LLC (“Wells Fargo”), as the arranger and administrative agent.

The aggregate commitment under the Working Capital Revolver Loan is for $50 million.  Advances under the Working Capital Revolver Loan are subject to a customary borrowing base.  The Working Capital Revolver Loan provides for a subfacility for the issuances of letters of credit in an aggregate amount not to exceed to $10 million, with the outstanding amount of any such letters of credit reducing availability for borrowings under the Working Capital Revolver Loan.  At December 31, 2017, the amount available for borrowing under the Working Capital Revolver was $41.2 million.

Interest accrues on outstanding borrowings under the Working Capital Revolver Loan at a rate equal to, at our election, either (a) LIBOR for an interest period selected by us plus an applicable margin equal to 1.50% per annum or 1.75% per annum, depending on borrowing availability under the Working Capital Revolver Loan, or (b) Wells Fargo’s prime rate plus an applicable margin equal to 0.50% per annum or 0.75% per annum, depending on borrowing availability under the Working Capital Revolver Loan.  At December 31, 2017, the interest rate was 5.0%.  Interest is paid monthly, if applicable.

In addition, unused line fees in an amount equal to 0.25% per annum on the average daily balance of the unused revolver commitments under the Working Capital Revolver Loan are payable by us, as well as customary fees in respect of letters of credit.  

9.  Long-Term Debt (continued)

The maturity date of the Working Capital Revolver Loan is January 17, 2022, with a springing earlier maturity date (the “Springing Maturity Date”) that is 90 days prior to the maturity date of our Senior Secured Notes, to the extent the Senior Secured Notes are not refinanced or repaid prior to the Springing Maturity Date.  The Working Capital Revolver Loan does not include any amortization, and all borrowings under the Working Capital Revolver Loan are due on the relevant maturity date.  

As of December 31, 2017, the Working Capital Revolver Loan Amendment also provides for a springing financial covenant (the “Financial Covenant”), which requires that, if the borrowing availability is less than or equal to the greater of 10.0% of the total revolver commitments and $5 million, then the Borrowers must maintain a minimum fixed charge coverage ratio of not less than 1.00 to 1.00.  The Financial Covenant, if triggered, is tested monthly.  

The Working Capital Revolver Loan Amendment contains customary covenants including limitations on asset sales, liens, debt incurrence, restricted payments, investments, dividends and transactions with affiliates.

The Working Capital Revolver Loan Amendment includes customary events of default.  Upon the occurrence of any event of default, the obligations under the Working Capital Revolver Loan may be accelerated and the revolver commitments may be terminated.

Obligations under the Working Capital Revolver Loan are secured by a first priority security interest in substantially all of the Borrowers’ current assets, including accounts receivable and inventory, subject to certain customary exceptions.

(B) In 2013, LSB sold $425 million aggregate principal amount of the 7.75% Senior Secured Notes due 2019 (the “Senior Secured Notes”) in a private transaction to qualified institutional buyers under Rule 144A and, outside of the United States, pursuant to Regulation S of the Securities Act of 1933 (as amended, the “Securities Act”).  

On September 7, 2016, we entered into supplemental indenture (the “Supplemental Indenture”) to the original indenture governing the Senior Secured Notes.  Among other things, the Supplemental Indenture allowed us to redeem a portion of the Series E Redeemable Preferred as discussed in Note 13 and redeem all of the then outstanding $50 million in aggregate principal amount of our 12% Senior Secured Notes due 2019, and, in connection therewith, required us to redeem $50 million in aggregate principal amount of the Senior Secured Notes.  During October 2016, we made payments totaling $106.9 million related to the above redemptions resulting in the recognition of a loss on extinguishment of debt of approximately $8.7 million.

Pursuant to the Supplemental Indenture, the interest rate applicable to all Senior Secured Notes outstanding after the consummation of the 7.75% Notes Redemption, with retroactive effect to August 1, 2016, was automatically increased to 8.5% per annum.  As a result of the interest rate increase, we recognized an additional $1.2 million of interest expense during 2016.

For financial reporting purposes, the above transaction was a non-substantial debt modification.  As a result, the consent fee of approximately $5.4 million (equal to $13.25 per $1,000 principal amount of Senior Secured Notes for which a consent had been validly delivered) paid to the holders of the Senior Secured Notes in connection with the Supplemental Indenture was deferred and included in debt issuance costs and is being amortized over the remaining term of the Senior Secured Notes.  In addition, we incurred other fees of approximately $1.4 million for services performed by third parties, which fees were expensed and included in interest expense in 2016.

The Senior Secured Notes are general senior secured obligations of LSB.  The Senior Secured Notes are jointly and severally and fully and unconditionally guaranteed by all of LSB’s current wholly-owned subsidiaries.  Obligations in respect of the Senior Secured Notes are secured by a first priority security interest in substantially all of LSB’s and the guarantors’ fixed assets, subject to certain customary exceptions.  At December 31, 2017, the carrying value of the assets secured on a first-priority basis was approximately $1 billion and the carrying value of the assets secured on a second-priority basis was approximately $81 million.

LSB may redeem the Senior Secured Notes at its option at the following redemption prices (expressed as percentages of the principal amount thereof), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on August 1st of the year set forth below:

 

Year

 

Senior Secured

Notes

 

 

Currently

 

 

101.938

%

 

2018 and thereafter

 

 

100.000

%

 

 

9.  Long-Term Debt (continued)

The Indenture contains standard high yield incurrence covenants including limitations on liens, debt incurrence, restricted payments, investments and transactions with affiliates, and contains standard high yield covenants requiring LSB to offer to purchase the Senior Secured Notes upon the occurrence of certain asset sales or a change of control.

(C) During 2017, concurrently with the closing of the purchase and sale agreement relating to Zena discussed in Note 1, a portion of the net proceeds (approximately $3.5 million) from the sale was used to repay the remaining outstanding balance of this promissory note.

(D) On February 5, 2016, El Dorado Chemical Company (“EDC”), one of our subsidiaries, entered into a secured promissory note (the “Secured Promissory Note due 2019”) for an original principal amount of $10 million that matures on June 29, 2019.  Principal and interest are payable in 40 equal monthly installments with a final balloon payment of approximately $6.7 million.  The Secured Promissory Note due 2019 is secured by the cogeneration facility equipment and is guaranteed by LSB.

(E) On April 9, 2015, EDC, one of our subsidiaries, entered into a secured promissory note due 2021 (the “Secured Promissory Note due 2021”) for an original principal amount of approximately $16.2 million that matures on March 26, 2021.  Interest only was payable monthly for the first 12 months of the term.  Principal and interest are payable monthly for the remaining term. This Secured Promissory Note due 2021 is secured by a natural gas pipeline constructed at the El Dorado Facility and is guaranteed by LSB.

(F) On September 16, 2015, El Dorado Ammonia L.L.C. (“EDA”), one of our subsidiaries, entered into a secured promissory note (the “Secured Promissory Note due 2023”) for the construction financing of an ammonia storage tank and related systems with an initial funding received of $15 million and a maximum principal note amount of $19.8 million.  On May 13, 2016 (the “Loan Conversion Date”), the remainder of the funding of $4.8 million was drawn and the outstanding principal balance of $19.8 million was converted to a seven-year secured term loan requiring 83 equal monthly principal and interest payments with a final balloon payment of approximately $6.1 million.  This note bears interest at a rate that is based on the monthly LIBOR rate plus a base rate for a total of 5.62% and matures in May 2023.  The Secured Promissory Note due 2023 is secured by the ammonia storage tank and related systems and is guaranteed by LSB.  

(G) Maturities of long-term debt for each of the five years after December 31, 2017 are as follows (in thousands):

 

2018

 

 

9,146

 

2019

 

 

387,492

 

2020

 

 

5,507

 

2021

 

 

3,198

 

2022

 

 

1,980

 

Thereafter

 

 

6,765

 

Less:  Discount and debt issuance costs

 

 

4,689

 

 

 

$

409,399

 

 

Redemption Price Percentage of Senior Secured Notes

LSB may redeem the Senior Secured Notes at its option at the following redemption prices (expressed as percentages of the principal amount thereof), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on August 1st of the year set forth below:

 

Year

 

Senior Secured

Notes

 

 

Currently

 

 

101.938

%

 

2018 and thereafter

 

 

100.000

%

 

 

Schedule of Maturities of Long-Term Debt

(G) Maturities of long-term debt for each of the five years after December 31, 2017 are as follows (in thousands):

 

2018

 

 

9,146

 

2019

 

 

387,492

 

2020

 

 

5,507

 

2021

 

 

3,198

 

2022

 

 

1,980

 

Thereafter

 

 

6,765

 

Less:  Discount and debt issuance costs

 

 

4,689

 

 

 

$

409,399