v3.19.1
Debt
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Debt
Debt
Our debt at March 31, 2019 and December 31, 2018, was as follows (in millions):
 
March 31, 2019

December 31, 2018
Senior Unsecured Notes
$
2,989

 
$
3,036

First Lien Term Loans
2,972

 
2,976

First Lien Notes
2,401

 
2,400

Project financing, notes payable and other
1,228

 
1,264

CCFC Term Loan
972

 
974

Finance lease obligations
79

 
105

Corporate Revolving Facility
150

 
30

Subtotal
10,791

 
10,785

Less: Current maturities
258

 
637

Total long-term debt
$
10,533

 
$
10,148


Our effective interest rate on our consolidated debt, excluding the effects of capitalized interest and mark-to-market gains (losses) on interest rate hedging instruments, increased to 5.9% for the three months ended March 31, 2019, from 5.6% for the same period in 2018. Since the fourth quarter of 2018, we have cumulatively repurchased $438 million in aggregate principal of our Senior Unsecured Notes for $399 million.
Senior Unsecured Notes
The amounts outstanding under our Senior Unsecured Notes are summarized in the table below (in millions):
 
March 31, 2019
 
December 31, 2018
2023 Senior Unsecured Notes
$
1,228

 
$
1,227

2024 Senior Unsecured Notes
589

 
599

2025 Senior Unsecured Notes
1,172

 
1,210

Total Senior Unsecured Notes
$
2,989

 
$
3,036


During the three months ended March 31, 2019, we repurchased $48 million in aggregate principal of our Senior Unsecured Notes for $44 million. In connection with the repurchases, we recorded approximately $4 million in gain on extinguishment of debt.
First Lien Term Loans
The amounts outstanding under our senior secured First Lien Term Loans are summarized in the table below (in millions):
 
March 31, 2019
 
December 31, 2018
2019 First Lien Term Loan
$
389

 
$
389

2023 First Lien Term Loans
1,057

 
1,059

2024 First Lien Term Loan
1,526

 
1,528

Total First Lien Term Loans
$
2,972

 
$
2,976


On April 5, 2019, we entered into a $950 million first lien senior secured term loan which bears interest, at our option, at either (i) the Base Rate, equal to the highest of (a) the Federal Funds Effective Rate plus 0.50% per annum, (b) the Prime Rate or (c) the Eurodollar Rate for a one month interest period plus 1.0% (in each case, as such terms are defined in the credit agreement), plus an applicable margin of 1.75%, or (ii) LIBOR plus 2.75% per annum (with a 0% LIBOR floor) and matures on April 5, 2026. An aggregate amount equal to 0.25% of the aggregate principal amount of the 2026 First Lien Term Loan is payable at the end of each quarter with the remaining balance payable on the maturity date. We paid an upfront fee of an amount equal to 1.0% of the aggregate principal amount of the 2026 First Lien Term Loan, which is structured as original issue discount and expect to record approximately $7 million in debt issuance costs during the second quarter of 2019 related to the issuance of our 2026 First Lien Term Loan. The 2026 First Lien Term Loan contains substantially similar covenants, qualifications, exceptions and limitations as our First Lien Term Loans and First Lien Notes. We used the proceeds from our 2026 First Lien Term Loan to repay our 2019 First Lien Term Loan and a portion of our 2023 First Lien Term Loans with a maturity date in January 2023 and expect to record approximately $3 million in loss on extinguishment of debt during the second quarter of 2019 associated with the repayment.
First Lien Notes
The amounts outstanding under our senior secured First Lien Notes are summarized in the table below (in millions):
 
March 31, 2019
 
December 31, 2018
2022 First Lien Notes
$
744

 
$
743

2024 First Lien Notes
486

 
486

2026 First Lien Notes
1,171

 
1,171

Total First Lien Notes
$
2,401

 
$
2,400

Project Financing, Notes Payable and Other
On January 29, 2019, Pacific Gas and Electric Company (“PG&E”) and PG&E Corporation each filed voluntary petitions for relief under Chapter 11. Our power plants that sell energy and energy-related products to PG&E through PPAs, include Russell City Energy Center and Los Esteros Critical Energy Facility. As a result of PG&E’s bankruptcy, we are currently unable to make distributions from our Russell City and Los Esteros projects in accordance with the terms of the project debt agreements associated with each related project. If PG&E does not seek to assume our PPAs through their bankruptcy proceedings, unless otherwise modified, we will incur an event of default under the Russell City and Los Esteros project debt agreements 180 days after the date of PG&E’s bankruptcy filing. We continue to monitor the bankruptcy proceedings and are assessing our options. We plan to work with the lenders to determine a path forward. 
In the event that the exercise of the OMEC put option is not rescinded, the OMEC project debt will become payable on November 3, 2019. See Note 5 for further information related to the OMEC put option.
Corporate Revolving Facility and Other Letter of Credit Facilities
The table below represents amounts issued under our letter of credit facilities at March 31, 2019 and December 31, 2018 (in millions):
 
March 31, 2019
 
December 31, 2018
Corporate Revolving Facility(1)
$
537

 
$
693

CDHI(2)
225

 
251

Various project financing facilities
243

 
228

Other corporate facilities(3)
196

 
193

Total
$
1,201

 
$
1,365

____________
(1)
The Corporate Revolving Facility represents our primary revolving facility. On April 5, 2019, we amended our Corporate Revolving Facility to increase the capacity by approximately $330 million from $1.69 billion to approximately $2.02 billion.
(2)
Pursuant to the terms and conditions of the CDHI credit agreement, the capacity under the CDHI letter of credit facility will be reduced to $125 million on June 30, 2019. The decrease in capacity will not have a material effect on our liquidity as alternative sources of liquidity are available.
(3)
We have two unsecured letter of credit facilities with third party financial institutions totaling $200 million at March 31, 2019. On May 6, 2019, we entered into a new unsecured letter of credit facility which increased the total capacity available to us by approximately $100 million.
Fair Value of Debt
We record our debt instruments based on contractual terms, net of any applicable premium or discount and debt issuance costs. The following table details the fair values and carrying values of our debt instruments at March 31, 2019 and December 31, 2018 (in millions):
 
March 31, 2019
 
December 31, 2018
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Senior Unsecured Notes
$
2,996

 
$
2,989

 
$
2,803

 
$
3,036

First Lien Term Loans
2,990

 
2,972

 
2,877

 
2,976

First Lien Notes
2,439

 
2,401

 
2,299

 
2,400

Project financing, notes payable and other(1)
1,132

 
1,152

 
1,209

 
1,188

CCFC Term Loan
975

 
972

 
938

 
974

Corporate Revolving Facility
150

 
150

 
30

 
30

Total
$
10,682

 
$
10,636

 
$
10,156

 
$
10,604

____________
(1)
Excludes a lease that is accounted for as a failed sale-leaseback transaction under U.S. GAAP.
Our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes, CCFC Term Loan and Corporate Revolving Facility are categorized as level 2 within the fair value hierarchy. Our project financing, notes payable and other debt instruments are categorized as level 3 within the fair value hierarchy. We do not have any debt instruments with fair value measurements categorized as level 1 within the fair value hierarchy.