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Long-Term Debt | 6 Months Ended
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Jun. 30, 2014
Long-Term Debt | Note 10—Long-term debt:
| December 31, 2013 |  |  | June 30, 2014 |
| (In millions) |
Valhi: |  |  |  |  |  |  |
Snake River Sugar Company | $ | 250.0 |  |  | $ | 250.0 |
Contran credit facility |  | 206.5 |  |  |  | 215.0 |
Total Valhi debt |  | 456.5 |  |  |  | 465.0 |
Subsidiary debt: |  |  |  |  |  |  |
Kronos: |  |  |  |  |  |  |
Term loan |  | — |  |  |  | 347.5 |
Note payable to Contran |  | 170.0 |  |  |  | — |
Revolving North American credit facility |  | 11.1 |  |  |  | — |
WCS: |  |  |  |  |  |  |
Financing capital lease |  | 68.6 |  |  |  | 68.0 |
6% promissory notes |  | 2.4 |  |  |  | 2.4 |
Tremont: |  |  |  |  |  |  |
Promissory note payable |  | 19.1 |  |  |  | 17.4 |
BMI: |  |  |  |  |  |  |
Bank note payable |  | 11.2 |  |  |  | 10.8 |
LandWell: |  |  |  |  |  |  |
Note payable to the City of Henderson |  | 3.1 |  |  |  | 3.1 |
Other |  | 10.5 |  |  |  | 15.7 |
Total subsidiary debt |  | 296.0 |  |  |  | 464.9 |
Total debt |  | 752.5 |  |  |  | 929.9 |
Less current maturities |  | 10.7 |  |  |  | 12.6 |
Total long-term debt | $ | 741.8 |  |  | $ | 917.3 |
Valhi – Contran credit facility – During the first six months of 2014, we had net borrowings of $8.5 million under our Contran credit facility. The average interest rate on the existing balance as of and for the six months ended June 30, 2014 was 4.25%. At June 30, 2014, $60 million was available for borrowing under this facility. Kronos – Term loan – In February 2014, Kronos entered into a new $350 million term loan. The term loan was issued at 99.5% of the principal amount, or an aggregate of $348.25 million. Kronos used $170 million of the net proceeds of the new term loan to prepay the outstanding principal balance of its note payable to Contran (along with accrued and unpaid interest through the prepayment date), and such note payable was cancelled. The remaining net proceeds of the term loan are available for Kronos’ general corporate purposes. The new term loan:
· | bears interest, at Kronos’ option, at LIBOR (with LIBOR no less than 1.0%) plus 3.75%, or the base rate, as defined in the agreement, plus 2.75%;
· | requires quarterly principal repayments of $875,000 which commenced in June 2014, other mandatory principal repayments of formula-determined amounts under specified conditions with all remaining principal balance due in February 2020. Voluntary principal prepayments are permitted at any time, provided that a call premium of 1% of the principal amount of such prepayment applies to any voluntary prepayment made on or before February 2015 (there is no prepayment penalty applicable to any voluntary prepayment after February 2015);
· | is collateralized by, among other things, a first priority lien on (i) 100% of the common stock of certain of Kronos' U.S. wholly-owned subsidiaries, (ii) 65% of the common stock or other ownership interest of Kronos' Canadian subsidiary (Kronos Canada, Inc.) and certain first-tier European subsidiaries (Kronos Titan GmbH and Kronos Denmark ApS) and (iii) a $395.7 million unsecured promissory note issued by Kronos’ wholly-owned subsidiary, Kronos International, Inc. (KII) to Kronos;
· | is also collateralized by a second priority lien on all of the U.S. assets which collateralize Kronos' North American revolving facility;
· | contains a number of covenants and restrictions which, among other things, restrict Kronos’ ability to incur additional debt, incur liens, pay dividends or merge or consolidate with, or sell or transfer substantially all of Kronos’ assets to, another entity, contains other provisions and restrictive covenants customary in lending transactions of this type (however, there are no ongoing financial maintenance covenants); and
· | contains customary default provisions, including a default under any of Kronos’ other indebtedness in excess of $50 million.
The average interest rate on the term loan borrowings as of and for the period of issuance to June 30, 2014 was 4.75%. The carrying value of the term loan at June 30, 2014 includes unamortized original issue discount of $1.6 million. In 2013, Kronos voluntarily repaid its entire $400 million term loan that was issued in June 2012. Kronos prepaid an aggregate $290 million principal amount in February 2013 and we recognized a non-cash pre-tax interest charge of $6.6 million in the first quarter of 2013 related to this prepayment consisting of the write-off of unamortized original issue discount costs and deferred financing costs associated with such prepayment. Funds for such $290 million prepayment were provided by $100 million of cash on hand as well as borrowings of $190 million under a 2013 loan agreement from Contran as described below. In July 2013, Kronos voluntarily prepaid the remaining $100 million principal amount outstanding under such term loan. Note payable to Contran – As discussed above, in February 2013 Kronos entered into a promissory note with Contran. This loan from Contran contained terms and conditions similar to the terms and conditions of the prior $400 million term loan, except that the loan from Contran was unsecured and contained no ongoing financial maintenance covenant. The independent members of Kronos’ board of directors approved the terms and conditions of the loan from Contran. As discussed above, in February 2014 Kronos used $170 million of the proceeds from its new term loan and prepaid the remaining balance owed to Contran under this note payable (without penalty), and the note payable to Contran was cancelled. The average interest rate on these borrowings for the year-to-date period ended February 18, 2014 (the payoff date) was 7.375%. Revolving European credit facility – During the first six months of 2014, Kronos had no borrowings or repayments under its European credit facility. There were no outstanding borrowings under this facility at June 30, 2014. Kronos’ European credit facility requires the maintenance of certain financial ratios. At September 30, 2013, and based on the earnings before income tax, interest, depreciation and amortization expense (EBITDA) of the borrowers, Kronos would not have met the financial covenant test if the borrowers had any net debt outstanding. In December 2013, the lenders under Kronos’ European revolving credit facility granted a waiver until June 30, 2014 with respect to the financial test, but its ability to borrow any amounts under the facility was subject to the requirement that the borrowers maintain a specified level of EBITDA. Through June 30, 2014 Kronos was in compliance with the minimum EBITDA set forth in the waiver. The waiver will cease once Kronos provides its compliance certificate for June 30, 2014 showing Kronos was in compliance with the waiver, at which point Kronos will again be subject to the financial covenant (Net Debt/EBITDA) requirement contained in the facility. Based upon the borrowers’ last twelve months EBITDA as of June 30, 2014 (and the financial covenant requirement contained in the facility), Kronos’ borrowing availability at June 30, 2014 is approximately 50% of the credit facility, or €60 million ($81.8 million). Revolving North American credit facility – During the first six months of 2014, Kronos borrowed $81.0 million and repaid $92.1 million under its North American revolving credit facility. The average interest rate on outstanding borrowings for the year-to-date period ended February 18, 2014 when the outstanding balances was repaid was 3.75%. At June 30, 2014 Kronos had approximately $83 million available for borrowing under this revolving facility. Canada – At June 30, 2014, an aggregate of Cdn. $.3 million letters of credit were outstanding under Kronos’ Canadian subsidiary’s loan agreement with the Bank of Montreal which exists solely for the issuance of up to Cdn. $10.0 million in letters of credit. During the second quarter of 2014, letters of credit aggregating Cdn. $7.6 million, issued in connection with the appeal of a Canadian income tax assessment, were cancelled (see Note 13) and an equivalent amount of restricted cash deposits at the Bank of Montreal collateralizing such letters of credit, classified as noncurrent restricted cash, were released (see Note 7). At June 30, 2014, an aggregate Cdn. $1.8 million (USD $1.6 million) was outstanding under its Canadian subsidiary’s agreement with an economic development agency of the Province of Quebec, Canada. Borrowings under the agreement are non-interest bearing. Tremont – Promissory note payable – In January 2014, and following Tremont’s receipt of a dividend distribution from BMI and LandWell, Tremont prepaid (without penalty) $1.7 million principal amount on the note as required under the terms of the note agreement, see Note 3. Restrictions and other – Certain of the credit facilities with unrelated, third-party lenders described above require the respective borrowers to maintain minimum levels of equity, require the maintenance of certain financial ratios, limit dividends and additional indebtedness and contain other provisions and restrictive covenants customary in lending transactions of this type. We are in compliance with all of our debt covenants at June 30, 2014.

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- Definition The entire disclosure for long-term debt. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 22 -Article 5 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
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