Long-Term Debt | NOTE 9. 2022 2021 2022 2021 U.S. Denominated Facilities Canadian Facilities and Translated Current Portion of Long-Term Debt Canadian Real Estate Credit Facility US$ — US$ — $ 1,333 $ 1,333 U.S. Real Estate Credit Facility 704 704 954 890 US$ 704 US$ 704 $ 2,287 $ 2,223 Long-Term Debt Senior Credit Facility US$ 44,000 US$ 118,000 $ 59,620 $ 149,206 Canadian Real Estate Credit Facility — — 16,334 17,667 U.S. Real Estate Credit Facility 8,389 9,093 11,368 11,498 Unsecured Senior Notes: 7.125% senior notes due 2026 347,765 347,765 471,225 439,735 6.875% senior notes due 2029 400,000 400,000 542,004 505,784 US$ 800,154 US$ 874,858 1,100,551 1,123,890 Less net unamortized debt issue costs (14,581 ) (17,096 ) $ 1,085,970 $ 1,106,794 Senior Credit Facility Unsecured Senior Notes Canadian Real Estate Credit Facility U.S. Real Estate Credit Facility Debt Issue Costs and Original Issue Discount Total Balance December 31, 2020 $ 95,041 $ 1,141,638 $ — $ 13,370 $ (12,943 ) $ 1,237,106 Changes from financing cash flows: Proceeds from unsecured senior notes — 482,064 — — — 482,064 Proceeds from Senior Credit Facility 194,277 — — — — 194,277 Proceeds from Real Estate Credit Facility — — 20,000 — — 20,000 Repayment of unsecured senior notes — (676,058 ) — — — (676,058 ) Repayment of Senior Credit Facility (146,930 ) — — — — (146,930 ) Repayment of Real Estate Credit Facility — — (1,000 ) (883 ) — (1,883 ) Payment of debt issue costs — — — — (9,450 ) (9,450 ) Non-cash Loss on redemption and repurchase of unsecured senior notes — 9,520 — — — 9,520 Amortization of debt issue costs — — — — 8,720 8,720 Original issue discount — 3,628 — — (3,427 ) 201 Foreign exchange 6,818 (15,273 ) — (99 ) 4 (8,550 ) Balance December 31, 2021 $ 149,206 $ 945,519 $ 19,000 $ 12,388 $ (17,096 ) $ 1,109,017 Current — — 1,333 890 — 2,223 Long-term 149,206 945,519 17,667 11,498 (17,096 ) 1,106,794 Balance December 31, 2021 $ 149,206 $ 945,519 $ 19,000 $ 12,388 $ (17,096 ) $ 1,109,017 Changes from financing cash flows: Proceeds from Senior Credit Facility 144,889 — — — — 144,889 Repayment of Senior Credit Facility (248,500 ) — — — — (248,500 ) Repayment of Real Estate Credit Facility — — (1,333 ) (916 ) — (2,249 ) Non-cash Amortization of debt issue costs — — — — 2,528 2,528 Foreign exchange 14,025 67,710 — 850 (13 ) 82,572 Balance December 31, 2022 $ 59,620 $ 1,013,229 $ 17,667 $ 12,322 $ (14,581 ) $ 1,088,257 Current — — 1,333 954 — 2,287 Long-term 59,620 1,013,229 16,334 11,368 (14,581 ) 1,085,970 Balance December 31, 2022 $ 59,620 $ 1,013,229 $ 17,667 $ 12,322 $ (14,581 ) $ 1,088,257 Precision’s c u 2023 $ 2,287 2024 2,287 2025 71,367 2026 484,893 Thereafter 542,004 $ 1,102,838 (a) Senior Credit Facility: The senior secured revolving credit facility ( Senior Credit Facility The Senior Credit Facility requires Precision comply with certain restrictive and financial covenants including a leverage ratio of consolidated senior debt to consolidated Covenant EBITDA (as defined in the debt agreement) of less than 2.5:1. For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness. It also requires the Corporation to maintain a ratio of consolidated Covenant EBITDA to consolidated interest expense for the most recent four consecutive quarters, of greater than 2.5:1, subject to the amendments noted below. Distributions under the Senior Credit Facility are subject to a pro-forma pro-forma On April 9, 2020, Precision agreed Under the Senior Credit Facility, amounts can be drawn in U.S. dollars and/or Canadian dollars. At December 31, 2022, US$44 million was drawn under this facility (2021 – US$118 million). Up to US$200 million of the Senior Credit Facility is available for letters of credit denominated in U.S and/or Canadian dollars and other currencies acceptable to the fronting lender. As at December 31, 2022 outstanding letters of credit amounted to US$56 million (2021 – US$33 million). The interest rate on loans that are denominated in U.S. dollars is, at the option of Precision, either a margin over a U.S. base rate or a margin over LIBOR. The interest rate on loans denominated in Canadian dollars is, at the option of Precision, either a margin over the Canadian prime rate or a margin over the Canadian Dollar Offered Rate ( CDOR (b) Real Estate Credit Facility In November 2020, Precision established a Real Estate Term Credit Facility. The facility matures in November 2025 and is secured by real property located in Houston, Texas. Principal plus interest payments are due monthly, based on 15-year In March 2021, Precision established a Canadian Real Estate Credit Facility. The facility matures in March 2026 and is secured by real properties in Alberta, Canada. Principal plus interest payments are due quarterly, based on 15-year The Real Estate Credit Facilities contain certain affirmative and negative covenants and events of default, customary for these types of transactions. Under the terms of these facilities, Precision must maintain financial covenants in accordance with the Senior Credit Facility, described above, as of the last day of each period of four consecutive fiscal quarters. For the Canadian Real Estate Credit Facility, in the event the Senior Credit Facility expires, is cancelled or is terminated, financial covenants in effect at that time shall remain in place for the remaining duration of the facility. For the U.S. Real Estate Credit Facility, in the event the consolidated Covenant EBITDA to consolidated interest expense coverage ratio is waived or removed from the Senior Credit Facility, a minimum threshold of 1.15:1 is required. (c) Unsecured Senior Notes: Precision has the following unsecured senior notes outstanding: 7.125% US$ senior notes due 2026 These unsecured senior notes bear interest at a fixed rate of 7.125% per annum and mature on January 15, 2026. Interest is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2018. Precision may redeem these notes in whole or in part at any time on or after November 15, 2020 and before November 15, 2022, at redemption prices ranging between 105.344% and 101.781% of their principal amount plus accrued interest. Any time on or after November 15, 2023, these notes can be redeemed for their principal amount plus accrued interest. Upon specified change of control events, each holder of a note will have the right to sell to Precision all or a portion of its notes at a purchase price in cash equal to 6.875% US$ senior notes due 2029 These unsecured senior notes bear interest at a fixed rate of 6.875% per annum and mature on January 15, 2029. Interest is payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2022. These unsecured senior notes were issued at a price equal to 99.253% of the face value, resulting in a US$3 million original issue discount. The original issue discount will be amortized over the life of the notes using the effective interest rate method. Prior to June 15, 2024, Precision may redeem up to 35% of the 6.875% unsecured senior notes due in 2029 with the net proceeds of certain equity offerings at a redemption price equal to 106.875% of the principal amount plus accrued interest. Prior to January 15, 2025, Precision may redeem these notes in whole or in part at 100% of their principal amount, plus accrued interest and the greater of 1.0% of the principal amount of the note to be redeemed and the excess, if any, of the present value of the January 15, 2025 redemption price plus required interest payments through January 15, 2025 (calculated using the U.S. Treasury rate plus 50 basis points) over the principal amount of the note. As well, Precision may redeem these notes in whole or in part at any time on or after January 15, 2025 and before January 15, 2027, at redemption prices ranging between 103.438% and 101.719% of their principal amount plus accrued interest. Any time on or after January 15, 2027, these notes can be redeemed for their principal amount plus accrued interest. Upon specified change of control events, each holder of a note will have the right to sell to Precision all or a portion of its notes at a purchase price in cash equal to 101% of the principal amount, plus accrued interest to the date of purchase. The unsecured senior notes require Precision to comply with certain restrictive and financial covenants including an incurrence based test of Consolidated Interest Coverage Ratio, as defined in the senior note agreements, of greater than or equal to 2.0:1 for the most recent four consecutive fiscal quarters. In the event the Consolidated Interest Coverage Ratio is less than 2.0:1 for the most recent four consecutive fiscal quarters the senior notes restrict Precision’s ability to incur additional indebtedness. The unsecured senior notes also contain a restricted payments covenant that limits Precision’s ability to make payments in the nature of dividends, distributions and for repurchases from shareholders. These restricted payments baskets grow by, among other things, 50% of cumulative consolidated net earnings, and decrease by 100% of cumulative consolidated net losses as defined in the note agreements, and cumulative payments made to shareholders. At December 31, 2022, the governing net restricted payments basket was negative $363 million (2021 – negative $369 million), therefore limiting us from making any further dividend payments or share repurchases until the governing restricted payments basket once again becomes positive. During 2022, pursuant to the indentures governing the unsecured senior notes, Precision used the available general restricted payments basket to facilitate the repurchase and cancellation of its common shares. Precision’s unsecured senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all U.S. and Canadian subsidiaries that guaranteed the Senior Credit Facility ( Guarantor Subsidiaries non-financial 3-10 S-X. (d) Covenants: At December 31, 2022, Precision was in compliance with the covenants of the Senior Credit Facility, Real Estate Credit Facilities and unsecured senior notes. Covenant At December 31, 2022 Senior Credit Facility Consolidated senior debt to consolidated covenant EBITDA (1) ≤ 0.22 Consolidated covenant EBITDA to consolidated interest expense ≥ 4.80 Real Estate Credit Facility Consolidated covenant EBITDA to consolidated interest expense ≥ 4.80 Unsecured Senior Notes Consolidated interest coverage ratio ≥ 3.62 (1) For purposes of calculating the leverage ratio consolidated senior debt only includes secured indebtedness. |