Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2018 2017 Credit Facility $ 839,500 $ 674,306 6% senior notes due April 2021 350,000 350,000 Less: Debt discount, net of amortization (1,789 ) (2,523 ) Less: Deferred financing costs, net of amortization (2,311 ) (3,338 ) 345,900 344,139 6% senior notes due October 2022 350,000 350,000 Less: Debt discount, net of amortization (2,766 ) (3,441 ) Less: Deferred financing costs, net of amortization (3,133 ) (3,951 ) 344,101 342,608 Long-term debt $ 1,529,501 $ 1,361,053 Credit Facility The Credit Facility will mature on March 30, 2022 , except that if any portion of our 6% senior notes due April 2021 are outstanding as of December 2, 2020 , it will instead mature on December 2, 2020 . In March 2017, we incurred $14.9 million in transaction costs related to the formation of the Credit Facility which were included in other long-term assets in our consolidated balance sheets and are being amortized over the term of the facility. Concurrent with entering into the Credit Facility, we terminated our Former Credit Facility, and all commitments under the facility, and repaid $648.4 million in borrowings and accrued and unpaid interest and fees outstanding. As a result of the termination, we expensed $0.6 million of unamortized deferred financing costs, which were included in interest expense in our consolidated statements of operations, and recorded a debt extinguishment loss of $0.3 million . On February 23, 2018, we amended the Credit Facility to, among other things: • increase the maximum Total Debt to EBITDA ratios, as defined in the Credit Facility agreement (see below for the revised ratios), effective as of the execution of Amendment No. 1 on February 23, 2018; and • effective upon completion of the Merger on April 26, 2018: – increase the aggregate revolving commitment from $1.1 billion to $1.25 billion; – increase the amount available for the issuance of letters of credit from $25.0 million to $50.0 million; – increase the basket sizes under certain covenants including covenants limiting our ability to make investments, incur debt, make restricted payments, incur liens and make asset dispositions; – name Archrock Services, L.P., one of our subsidiaries, as a borrower under our Credit Facility and certain of our other subsidiaries as loan guarantors; and – amend the definition of “Borrowing Base” to include certain assets of ours and our subsidiaries. We incurred $3.3 million in transaction costs related to Amendment No. 1 which were included in other long-term assets in our consolidated balance sheet and are being amortized over the term of the Credit Facility. Subject to certain conditions, including the approval by the lenders, we are able to increase the aggregate commitments under the Credit Facility by up to an additional $250.0 million . Portions of the Credit Facility up to $50.0 million will be available for the issuance of swing line loans. The Credit Facility bears interest at a base rate or LIBOR, at our option, plus an applicable margin. Depending on our leverage ratio, the applicable margin varies (i) in the case of LIBOR loans, from 2.00% to 3.25% and (ii) in the case of base rate loans, from 1.00% to 2.25% . The base rate is the highest of (i) the prime rate announced by JPMorgan Chase Bank, (ii) the Federal Funds Effective Rate plus 0.50% and (iii) one-month LIBOR plus 1.00% . At December 31, 2018 , the applicable margin on amounts outstanding was 2.7% . The weighted average annual interest rate at December 31, 2018 and 2017 on the outstanding balance under the facility, excluding the effect of interest rate swaps, was 5.4% and 4.8% , respectively. Additionally, we are required to pay commitment fees based on the daily unused amount of the Credit Facility in an amount, depending on our leverage ratio, ranging from 0.375% to 0.50% . We incurred $2.1 million , $2.1 million and $1.4 million in commitment fees on the daily unused amount of our facilities during the years ended December 31, 2018 , 2017 and 2016 , respectively. Our Credit Facility borrowing base consists of eligible accounts receivable, inventory and compressor units. The largest component is eligible compressor units. Borrowings under the Credit Facility are secured by substantially all of our personal property assets and our Significant Domestic Subsidiaries (as defined in our Credit Facility agreement), including all of the membership interests of our Domestic Subsidiaries (as defined in our Credit Facility agreement). Our Credit Facility agreement contains various covenants including, but not limited to, restrictions on the use of proceeds from borrowings and limitations on our ability to incur additional indebtedness, engage in transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay distributions. Our Credit Facility agreement also contains various covenants requiring mandatory prepayments from the net cash proceeds of certain asset transfers. In addition, if as of any date we have cash and cash equivalents (other than proceeds from a debt or equity issuance received in the 30 days prior to such date reasonably expected to be used to fund an acquisition permitted under the Credit Facility agreement) in excess of $50.0 million , then such excess amount will be used to pay down outstanding borrowings of a corresponding amount under our Credit Facility. We must maintain the following consolidated financial ratios, as defined in our Credit Facility agreement: EBITDA to Interest Expense 2.5 to 1.0 Senior Secured Debt to EBITDA 3.5 to 1.0 Total Debt to EBITDA Through fiscal year 2018 5.95 to 1.0 Through fiscal year 2019 5.75 to 1.0 Through second quarter of 2020 5.50 to 1.0 Thereafter (1) 5.25 to 1.0 —————— (1) Subject to a temporary increase to 5.5 to 1.0 for any quarter during which an acquisition satisfying certain thresholds is completed and for the two quarters immediately following such quarter. A material adverse effect on our assets, liabilities, financial condition, business or operations that, taken as a whole, impacts our ability to perform its obligations under the Credit Facility agreement, could lead to a default under that agreement. A default under one of our debt agreements would trigger cross-default provisions under our other debt agreements, which would accelerate our obligation to repay our indebtedness under those agreements. As of December 31, 2018 , we were in compliance with all financial covenants under the Credit Facility. As of December 31, 2018 , we had $15.2 million outstanding letters of credit under the Credit Facility and undrawn capacity of $395.3 million . As a result of the ratio requirements above, $391.6 million of the $395.3 million of undrawn capacity was available for additional borrowings as of December 31, 2018 . As of December 31, 2018 , we were in compliance with all covenants under the Credit Facility agreement. During the year ended December 31, 2016, we incurred transaction costs of $1.7 million and expensed $0.4 million of unamortized deferred financing costs related to an amendment to the Former Credit Facility which were reflected in other long-term assets in our consolidated balance sheet and interest expense in our consolidated statement of operations, respectively. Notes The Notes are guaranteed on a senior unsecured basis by all of our existing subsidiaries (other than Archrock Partners Finance Corp., which is a co-issuer of our 6% Senior Notes due April 2021) and certain of our future subsidiaries. The Notes and the guarantees, respectively, are our and the guarantors’ general unsecured senior obligations, rank equally in right of payment with all of our and the guarantors’ other senior obligations and are effectively subordinated to all of our and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such indebtedness. In addition, the Notes and guarantees are effectively subordinated to all existing and future indebtedness and other liabilities of any future non-guarantor subsidiaries. All of our subsidiaries are 100% owned, directly or indirectly, by us and guarantees by our subsidiaries are full and unconditional and constitute joint and several obligations. We have no assets or operations independent of our subsidiaries and there are no significant restrictions upon our subsidiaries’ ability to distribute funds to us. Archrock Partners Finance Corp. has no operations and does not have revenue other than as may be incidental as co-issuer of the Notes. Because we have no independent operations, the guarantees are full and unconditional (subject to customary release provisions) and constitute joint and several obligations of our subsidiaries other than Archrock Partners Finance Corp. and as a result, we have not included consolidated financial information of our subsidiaries. 6% Senior Notes Due April 2021 In March 2013, we issued $350.0 million aggregate principal amount of 6% senior notes due April 2021. These notes were issued at an original issuance discount of $5.5 million , which is being amortized at an effective interest rate of 6.25% over their term. In January 2014, holders of these notes exchanged their notes for registered notes with the same terms. We may redeem all or a part of these notes at redemption prices (expressed as percentages of principal amount) equal to 101.5% for the 12-month period beginning on April 1, 2018 and 100.0% for the 12-month period beginning on April 1, 2019 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date. 6% Senior Notes Due October 2022 In April 2014, we issued $350.0 million aggregate principal amount of 6% senior notes due October 2022. These notes were issued at an original issuance discount of $5.7 million , which is being amortized at an effective interest rate of 6.25% over their term. In February 2015, holders of these notes exchanged their notes for registered notes with the same terms. On or after April 1, 2018, we may redeem all or a part of these notes at redemption prices (expressed as percentages of principal amount) equal to 103.0% for the 12-month period beginning on April 1, 2018, 101.5% for the 12-month period beginning on April 1, 2019 and 100.0% for the 12-month period beginning on April 1, 2020 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date. Long-Term Debt Maturity Schedule Contractual maturities of long-term debt, excluding interest to be accrued, at December 31, 2018 were as follows (in thousands): 2019 $ — 2020 — 2021 (1) 350,000 2022 (1) 1,189,500 2023 — Total debt (1) $ 1,539,500 —————— (1) Includes the full face value of the Notes and has not been reduced by the aggregate unamortized discount of $4.6 million and the aggregate unamortized deferred financing costs of $5.4 million as of December 31, 2018 . |