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Debt and Other Obligations
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Debt and Other Obligations Debt and Other Obligations
The company’s financing arrangements are as follows:
September 30, 2022December 31, 2021
(In millions)
Current
Current portion of Term-Loan$3.0 $3.0 
Deferred debt issuance costs - Term-Loan(0.7)(0.8)
Other short-term debt and obligations258.7 149.5 
Current portion of long-term debt and other financial liabilities261.0 151.7 
Non-current
Term-Loan586.5 636.0 
Deferred debt issuance costs - Term Loan(3.6)(4.8)
BOC Term-loan35.3 — 
Long-term debt, net618.2 631.2 
Total $879.2 $782.9 
a.Revolving credit facility
In July 2014, Orion Group Holdings, Inc. (the “Company”) entered in a credit agreement to establish long-term financing (“Term-Loan”) and a multicurrency revolving credit facility (“RCF”) for the consolidated group. Subsequent to 2014, we entered into a number of amendments related to Term-Loan and RCF.
In May 2022, we added €100 million of capacity to our RCF, which expands our facility to €350 million ($341.2 million).
As part of the RCF, the Company can establish ancillary credit facilities by converting the commitments of select lenders under the €350 million RCF into bilateral credit agreements. Original borrowings under the ancillary credit facilities reduce availability under the RCF. Borrowings under ancillary credit facilities do not count toward debt drawn under the RCF for the purposes of determining whether the financial covenant under the Credit Agreement related to the RCF must be tested.
During the third quarter of 2022, we increased our ancillary facility capacity by €58 million. As of September 30, 2022, the total commitment of €350 million was split between an €82 million RCF tranche and €268 million of bilateral ancillary facilities established directly with several banks under the RCF.
As of September 30, 2022 and December 31, 2021, committed ancillary credit facilities totaled $261.5 million and $192.5 million, respectively.
As of September 30, 2022, $48.7 million was outstanding under the RCF, and there were no borrowings under the RCF as of December 31, 2021. We classify amounts outstanding under the RCF as current in our Condensed Consolidated Balance Sheets as the borrowings are for short-term working capital needs, typically for one-month periods, and based on management’s intention to repay the amounts outstanding within one year from the date of drawing.
As of September 30, 2022 and December 31, 2021, availability under the RCF was $130.3 million and $166.7 million, respectively.
b.Local bank loans and other short-term borrowings
The local credit lines in Brazil and Korea are with local banks that are not lenders under the RCF and were negotiated bilaterally.
The ancillary facilities (under RCF commitments) and uncommitted lines of credit outstanding are as follows:
September 30, 2022December 31, 2021
(In millions)
Total ancillary capacity - EUR€268.3 €170.0 
Total ancillary capacity - U.S. $$261.5 $192.5 
Ancillary credit facilities
OEC GmbH outstanding borrowings$139.6 $103.0 
OEC LLC outstanding borrowings17.2 13.4 
Uncommitted local lines of credit:
Korea (capacity $40.0 million)
10.1 30.8 
Brazil (capacity $3.0 million)
3.0 2.3 
Korea working capital loan7.0 — 
Repurchase agreement33.1 — 
RCF48.7 — 
Total of Other short-term debt and obligations$258.7 $149.5 
Repurchase Agreement—On March 15, 2022, we entered into a repurchase agreement to sell European Emission Allowance (“EUA”) certificates. Under the agreement, we sold 450 thousand EUA certificates for €33.5 million cash to a counterparty. The same counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates on January 27, 2023 for €34.0 million. The difference between the consideration received and the amount of consideration to be paid will be recognized as interest expense. At September 30, 2022, the amount outstanding was $33.1 million. Due to the short maturity, the carrying value approximates the fair value.
Bank of China—To partially finance our Huaibei facility in China, on March 16, 2022, our wholly owned subsidiary, Orion Engineered Carbons (Huaibei) Co., Ltd. (“OECCL”), entered into a 4.5% fixed interest rate, CNY500 million (approximately $80 million), eight-year term-loan agreement with Bank of China (“BOC Term-Loan”) maturing on December 21, 2029. OECCL is required to repay the BOC Term-Loan principal in semi-annual payments beginning June 2024. Interest is payable quarterly, beginning June 2022. The agreement restricts OECCL’s ability to make external investments or make intercompany loan repayments or dividend distributions. The principal repayments under the agreement are: 2% in 2024, 10% in 2025 and 22% each year thereafter, concluding in June 2029. The BOC Term-Loan is secured with the Huaibei facility’s land, construction in progress, and buildings as collateral.
Korea Working Capital Loan—For working capital flexibility, in June 2022, we entered in a one year term-loan agreement for ₩10.0 billion Korean won ($7.0 million) with Hana Bank. The interest rate on this loan at inception is 4.3%. For early repayment, we are required to pay a 1% prorated early repayment fee. In the Condensed Consolidated Statements of Cash Flows, this loan is reflected in Cash inflows related to current financial liabilities. Due to the short maturity, the carrying value approximates the fair value.
As of September 30, 2022, we are in compliance with our debt covenants.
For additional information relating to our debt, see “Note J. Debt and Other Obligations”, included in our Annual Report in Form 10-K for the year ended December 31, 2021.