Long-Term Debt | 4. Long-Term Debt Long-term debt consisted of the following (in thousands): March 31, 2019 December 31, 2018 Credit Facility $ 400,500 $ 839,500 6.875% senior notes due April 2027 500,000 — Less: Deferred financing costs, net of amortization (9,111 ) — 490,889 — 6% senior notes due April 2021 350,000 350,000 Less: Debt discount, net of amortization (1,598 ) (1,789 ) Less: Deferred financing costs, net of amortization (2,055 ) (2,311 ) 346,347 345,900 6% senior notes due October 2022 350,000 350,000 Less: Debt discount, net of amortization (2,590 ) (2,766 ) Less: Deferred financing costs, net of amortization (2,929 ) (3,133 ) 344,481 344,101 Long-term debt $ 1,582,217 $ 1,529,501 Credit Facility As of March 31, 2019 , we had $15.2 million letters of credit outstanding under the Credit Facility and the applicable margin on borrowings outstanding was 2.7% . The weighted average annual interest rate on the outstanding balance under the Credit Facility, excluding the effect of interest rate swaps, was 5.3% and 5.4% at March 31, 2019 and December 31, 2018 , respectively. We incurred $0.5 million in commitment fees on the daily unused amount of the Credit Facility during each of the three months ended March 31, 2019 and 2018 . 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. As a result of the ratio requirements above, $485.8 million of the $834.3 million of undrawn capacity was available for additional borrowings as of March 31, 2019 . As of March 31, 2019 , we were in compliance with all covenants under the Credit Facility agreement. 2027 Notes On March 21, 2019, we completed a private offering of $500.0 million aggregate principal amount of 6.875% senior notes due April 2027. We received net proceeds of $490.9 million after deducting issuance costs. The $9.1 million of issuance costs were recorded as deferred financing costs within long-term debt in our condensed consolidated balance sheets and are being amortized to interest expense in our condensed consolidated statement of operations over the term of the notes. The net proceeds were used to repay borrowings outstanding under our Credit Facility as of March 31, 2019. In April 2019, we borrowed on our Credit Facility to repay the $350.0 million of our 6% senior notes due April 2021. See Note 12 (“Subsequent Events”) for further details of the redemption. The 2027 Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the U.S. except pursuant to a registration exemption under the Securities Act and applicable state securities laws. We offered and issued the 2027 Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to certain non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act. The 2027 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Archrock and all of its existing subsidiaries, other than Archrock Partners, L.P. and APLP Finance Corp., which are co-issuers of the 2027 Notes, and certain of its future subsidiaries. The 2027 Notes and the guarantees rank equally in right of payment with all of Archrock and the guarantors’ existing and future senior indebtedness. Prior to April 1, 2022, we may redeem all or part of the 2027 Notes at a redemption price equal to 100% of the principal amount of the 2027 Notes plus a make-whole premium plus accrued and unpaid interest, if any. We may also redeem up to 35% of the aggregate principal amount of the 2027 Notes prior to April 1, 2022 with the net proceeds of one or more equity offerings at a redemption price of 106.875% of the principal amount of the 2027 Notes plus any accrued and unpaid interest as long as at least 65% of the aggregate principal amount of the 2027 Notes remains outstanding after such redemption and the redemption occurs within 180 days of the closing of such equity offering. On or after April 1, 2022, we may redeem all or part of the 2027 Notes at redemption prices equal to 105.156% , 103.438% and 101.719% for the 12-month periods beginning on April 1, 2022, 2023 and 2024, respectively, and 100.000% beginning on April 1, 2025 and at any time thereafter, plus any accrued and unpaid interest. 6% Notes The 6% 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 the 6% Notes) and certain of our future subsidiaries. The 6% 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 6% 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 6% |