Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2017 December 31, 2016 Credit Facility $ 56,000 $ 99,000 Partnership Credit Facility 674,306 — Partnership former credit facility — 509,500 Partnership former term loan facility — 150,000 Less: Deferred financing costs, net of amortization — (353 ) — 149,647 Partnership’s 6% senior notes due April 2021 350,000 350,000 Less: Debt discount, net of amortization (2,523 ) (3,213 ) Less: Deferred financing costs, net of amortization (3,338 ) (4,366 ) 344,139 342,421 Partnership’s 6% senior notes due October 2022 350,000 350,000 Less: Debt discount, net of amortization (3,441 ) (4,076 ) Less: Deferred financing costs, net of amortization (3,951 ) (4,768 ) 342,608 341,156 Long-term debt $ 1,417,053 $ 1,441,724 Credit Facility In October 2015, in connection with the Spin-off, we entered into the Credit Facility, a five -year, $350 million revolving credit facility. In November 2015, we terminated our former credit facility and wrote off $0.4 million of unamortized deferred financing costs which were included in interest expense in our consolidated statement of operations for the year ended December 31, 2015. The Credit Facility will mature in November 2020. As of December 31, 2017 , we had $56.0 million in outstanding borrowings, $15.4 million in outstanding letters of credit and undrawn capacity of $278.6 million under the Credit Facility. Our Credit Facility limits our Total Debt to EBITDA ratio (as defined in the Credit Facility) to not greater than 4.25 to 1.0 and our EBITDA to Total Interest Expense ratio (as defined in the Credit Facility) to not greater than 2.25 to 1.0. As a result of the Total Debt to EBITDA ratio limitation, $200.7 million of the $278.6 million undrawn capacity under the Credit Facility was available for additional borrowings as of December 31, 2017 . Borrowings under the Credit Facility bear interest at a base rate or LIBOR, at our option, plus an applicable margin. Depending on our Total Leverage Ratio (as defined in the Credit Facility agreement), the applicable margin for revolving loans varies (i) in the case of LIBOR loans, from 1.75% to 2.75% and (ii) in the case of base rate loans, from 0.75% to 1.75% . The base rate is the highest of the prime rate announced by Wells Fargo Bank, National Association, the Federal Funds Rate plus 0.5% and one-month LIBOR plus 1.0% . At December 31, 2017 , the applicable margin on amounts outstanding was 1.8% . The weighted average annual interest rate at December 31, 2017 and 2016 on the outstanding balance under the Credit Facility was 3.3% and 2.5% , respectively. 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 0.25% to 0.50% . We incurred $0.7 million , $0.5 million and $1.0 million in commitment fees on the daily unused amount of the Credit Facility during the years ended December 31, 2017 , 2016 and 2015 , respectively. We and our Significant Domestic Subsidiaries (as defined in the Credit Facility agreement) guarantee the debt under the Credit Facility. Borrowings under the Credit Facility are secured by substantially all of the personal property assets and certain real property assets of us and our Significant Domestic Subsidiaries, including all of the equity interests of our U.S. subsidiaries (other than certain excluded subsidiaries). The Partnership does not guarantee the debt under the Credit Facility, its assets are not collateral under the Credit Facility and the general partner units in the Partnership are not pledged under the Credit Facility. Subject to certain conditions, at our request, and with the approval of the lenders, the aggregate commitments under the Credit Facility may be increased by up to an additional $100 million . In addition to the financial covenants discussed above, the Credit Facility contains various covenants with which we or certain of our subsidiaries must comply, including, but not limited to, limitations on the incurrence of indebtedness, investments, liens on assets, repurchasing equity and making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. As of December 31, 2017 , we were in compliance with all covenants under the Credit Facility. As a result of delayed filings, on May 10, 2016, July 21, 2016, September 21, 2016 and December 9, 2016, we entered into amendments to the Credit Facility (as amended, the “Amended Credit Facility”) with Wells Fargo, as the administrative agent, and various financial institutions as lenders. Under the Amended Credit Facility, the lenders waived, among other things, (1) any potential event of default arising under the Credit Facility as a result of the potential inaccuracy of certain representations and warranties regarding our prior period financial information and previously delivered compliance certificate for the 2015 fiscal year and (2) any requirement that we make any representations and warranties as to our prior period financial statements and other prior period financial information. The Amended Credit Facility extended the deadline to no later than March 31, 2017 by which we were required to deliver to the lenders our quarterly reports for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and the related compliance certificates demonstrating compliance with the financial covenants set forth in the Credit Facility. On February 14, 2017, we delivered our 2016 quarterly reports and the related compliance certificates to the lenders. The Amended Credit Facility also, among other things: • added a condition precedent to the borrowing of loans that, after giving effect to the application of the proceeds of each borrowing, our consolidated cash balance (as defined in the Amended Credit Facility) will not exceed $35,000,000 ; and • added a requirement that if our consolidated cash balance (as defined in the Amended Credit Facility) exceeds $35,000,000 as of the end of any business day, then we prepay any revolving loans then outstanding in an amount equal to the lesser of (i) such excess amount and (ii) the aggregate amount of the revolving loans then outstanding. We incurred $0.7 million and $3.7 million in transaction costs related to amendments of the Credit Facility during the years ended December 31, 2016 and 2015, respectively. These costs were included in other long-term assets in our consolidated balance sheets and are being amortized over the term of the Credit Facility. Partnership Credit Facility On March 30, 2017 , the Partnership entered into the Partnership Credit Facility, a five -year, $1.1 billion asset-based revolving credit facility. The Partnership Credit Facility will mature on March 30, 2022 , except that if any portion of the Partnership’s 6% senior notes due April 2021 are outstanding as of December 2, 2020, then the Partnership Credit Facility will instead mature on December 2, 2020 . The Partnership incurred $14.9 million in transaction costs related to the Partnership Credit Facility, which were included in other long-term assets in our consolidated balance sheets and are being amortized over the term of the Partnership Credit Facility. Concurrent with entering into the Partnership Credit Facility, the Partnership terminated its Former Credit Facility and repaid $648.4 million in borrowings and accrued and unpaid interest and fees outstanding. All commitments under the Former Credit Facility have been terminated. As a result of the termination, the Partnership expensed $0.6 million of unamortized deferred financing costs associated with the $825.0 million revolving credit facility, which was included in interest expense in our consolidated statements of operations. Additionally, we recorded a loss of $0.3 million related to the extinguishment of the $150.0 million term loan. As of December 31, 2017 , the Partnership had $674.3 million in outstanding borrowings and no outstanding letters of credit under the Partnership Credit Facility. Subject to certain conditions, including the approval by the lenders, the Partnership is able to increase the aggregate commitments under the Partnership Credit Facility by up to an additional $250.0 million . Portions of the Partnership Credit Facility up to $25.0 million and $50.0 million will be available for the issuance of letters of credit and swing line loans, respectively. The Partnership Credit Facility bears interest at a base rate or LIBOR, at the Partnership’s option, plus an applicable margin. Depending on the Partnership’s 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, 2017 , the applicable margin on amounts outstanding was 3.2% . The weighted average annual interest rate at December 31, 2017 and 2016 on the outstanding balance under the Partnership Credit Facility and the Former Credit Facility, respectively, excluding the effect of interest rate swaps, was 4.8% and 3.7% , respectively. Additionally, the Partnership is required to pay commitment fees based on the daily unused amount of the Credit Facility in an amount, depending on its leverage ratio, ranging from 0.375% to 0.50% . The Partnership incurred $2.1 million in commitment fees on the daily unused amount under the Partnership Credit Facility and $1.4 million and $1.8 million in commitment fees on the daily unused amount of the Former Credit Facility during the years ended December 31, 2017 , 2016 and 2015 , respectively. The Credit Facility borrowing base consists of eligible accounts receivable, inventory and compressor units. The largest component is eligible compressor units. Borrowings under the Partnership Credit Facility are secured by substantially all of the personal property assets of the Partnership and its Significant Domestic Subsidiaries (as defined in the Partnership Credit Facility agreement), including all of the membership interests of the Partnership’s Domestic Subsidiaries (as defined in the Partnership Credit Facility agreement). The Partnership Credit Facility agreement contains various covenants including, but not limited to, restrictions on the use of proceeds from borrowings and limitations on the Partnership’s 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. The Partnership 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 the Partnership has 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 Partnership 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 the Partnership Credit Facility. The Partnership must maintain the following consolidated financial ratios, as defined in the Partnership 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 2017 5.95 to 1.0 Through fiscal year 2018 5.75 to 1.0 Through second quarter of 2019 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 meeting certain thresholds is completed and for the following two quarters after the quarter in which the acquisition closes. As of December 31, 2017 , the Partnership had undrawn capacity of $425.7 million under the Partnership Credit Facility. As a result of the financial ratio requirements discussed above, $128.4 million of the $425.7 million of undrawn capacity was available for additional borrowings as of December 31, 2017 . A material adverse effect on the Partnership’s assets, liabilities, financial condition, business or operations that, taken as a whole, impacts its ability to perform its obligations under the Partnership Credit Facility agreement, could lead to a default under that agreement. A default under one of the Partnership’s debt agreements would trigger cross-default provisions under the Partnership’s other debt agreements, which would accelerate its obligation to repay its indebtedness under those agreements. As of December 31, 2017 , the Partnership was in compliance with all financial covenants under the Partnership Credit Facility agreement. During the years ended December 31, 2016 and 2015, we incurred transaction costs of $1.7 million and $1.3 million , respectively, related to amendments to the Former Credit Facility which were reflected in other long-term assets in our consolidated balance sheets and are being amortized over the term of the Former Credit Facility. During the year ended December 31, 2016, we expensed $0.4 million of unamortized deferred financing costs as a result of an amendment to the Former Credit Facility, which was reflected in interest expense in our consolidated statement of operations. The Notes The Notes are guaranteed on a senior unsecured basis by all of the Partnership’s existing subsidiaries (other than Archrock Partners Finance Corp., which is a co-issuer of the Partnership 2013 Notes) and certain of the Partnership’s future subsidiaries. The Notes and the guarantees, respectively, are the Partnership’s and the guarantors’ general unsecured senior obligations, rank equally in right of payment with all of the Partnership’s and the guarantors’ other senior obligations, and are effectively subordinated to all of the Partnership’s 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. The Partnership’s 6% Senior Notes Due April 2021 In March 2013, the Partnership 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 exchanged their notes for registered notes with the same terms. The Partnership may redeem all or a part of these notes at redemption prices (expressed as percentages of principal amount) equal to 103.00% for the twelve-month period beginning on April 1, 2017, 101.500% for the twelve-month period beginning on April 1, 2018 and 100.00% for the twelve-month period beginning on April 1, 2019 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date. The Partnership’s 6% Senior Notes Due October 2022 In April 2014, the Partnership 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. Prior to April 1, 2018, the Partnership may redeem all or a part of these notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. On or after April 1, 2018, the Partnership may redeem all or a part of these notes at redemption prices (expressed as percentages of principal amount) equal to 103.00% for the twelve-month period beginning on April 1, 2018, 101.500% for the twelve-month period beginning on April 1, 2019 and 100.00% for the twelve-month period beginning on April 1, 2020 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date. 7.25% Senior Notes On December 4, 2015, we redeemed for cash the $350.0 million aggregate principal amount of 7.25% senior notes due December 2018 at a redemption price equal to 101.813% of the principal amount thereof plus accrued but unpaid interest to the redemption date for $369.2 million . As a result of the redemption, we expensed the $6.3 million call premium and $2.9 million of unamortized deferred financing costs associated with these notes in the year ended December 31, 2015, which is reflected in debt extinguishment costs in our consolidated statements of operations. Long-Term Debt Maturity Schedule Contractual maturities of long-term debt (excluding interest to be accrued thereon) at December 31, 2017 are as follows (in thousands): December 31, 2017 2018 $ — 2019 — 2020 56,000 2021 (1) 350,000 2022 (1) 1,024,306 Total debt (1) $ 1,430,306 —————— (1) Include the full face value of the Notes and have not been reduced by the aggregate unamortized discount of $6.0 million and the aggregate unamortized deferred financing costs of $7.3 million as of December 31, 2017 . |