Long-Term Debt and Other Borrowings | LONG-TERM DEBT AND OTHER BORROWINGS Long-term debt consists of the following: Scheduled Maturity March 31, 2021 December 31, 2020 (In Thousands) Credit Agreement (1) June 29, 2023 $ — $ — 7.25% Senior Notes (2) August 15, 2022 80,109 80,001 7.50% First Lien Notes (3) April 2025 399,638 399,655 10.00%/10.75% Second Lien Notes (4) April 2026 158,915 158,975 Total long-term debt $ 638,662 $ 638,631 (1) Because there was no outstanding balance on the Credit Agreement, associated deferred financing costs of $0.5 million as of March 31, 2021 and $0.6 million as of December 31, 2020 were classified as other long-term assets on the accompanying consolidated balance sheet. (2) Net of the unamortized discount of $0.2 million as of March 31, 2021 and $0.3 million as of December 31, 2020 and unamortized deferred financing costs of $0.4 million as of March 31, 2021 and $0.4 million as of December 31, 2020. (3) Net of the unamortized deferred financing costs of $4.9 million as of March 31, 2021 and $5.2 million as of December 31, 2020, net of the unamortized discount of $0.2 million as of March 31, 2021 and $0.2 million as of December 31, 2020, and net of deferred restructuring gain of $4.7 million as of March 31, 2021 and $5.0 million as of December 31, 2020. (4) Net of the unamortized discount of $0.7 million as of March 31, 2021 and $0.7 million as of December 31, 2020, and net of unamortized deferred financing costs of $1.1 million as of March 31, 2021 and $1.2 million as of December 31, 2020, and net of deferred restructuring gain of $3.6 million as of March 31, 2021 and $3.7 million as of December 31, 2020. Our Credit Agreement and Senior Note agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. We are in compliance with all covenants of our credit and senior note agreements as of March 31, 2021. See Note 7 – “Related Party Transactions,” for a discussion of our amounts payable to affiliates and long-term affiliate payable to Spartan Energy Partners LP (“Spartan”). Credit Agreement In June 2020, the Partnership amended the Loan and Security Agreement dated June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provides for maximum revolving credit commitments of $35.0 million and includes a $5.0 million reserve, which results in reduced borrowing availability. The Credit Agreement includes a $25.0 million sublimit for letters of credit. Additionally, on January 29, 2021, the Partnership further amended the Credit Agreement to temporarily increase the size of the reserve to $10.0 million and also required that Spartan backstop all of the Partnership’s outstanding letters of credit. These temporary restrictions expired on April 30, 2021. As of March 31, 2021, we had no balance outstanding under the Credit Agreement and $1.8 million of letters of credit against our Credit Agreement. Subject to compliance with the covenants, borrowing base, and other provisions of the agreements that may limit borrowings under the Credit Agreement, we had availability of $13.8 million as of March 31, 2021. See Note 11 – “Subsequent Events” for further information regarding our Credit Agreement. Borrowings under the credit facility are subject to the applicable margin related to (i) LIBOR Rate Loans (as defined in the Credit Agreement) between 3.00% and 3.50% and (ii) Base Rate Loans (as defined in the Credit Agreement) between 2.00% and 2.50%. The commitment fee in respect of the unutilized commitments under the Credit Agreement is 0.50%. 7.25% Senior Notes due 2022 As of March 31, 2021, our 7.25% Senior Notes due 2022 (the “Senior Notes”) had $80.1 million outstanding net of unamortized discounts and unamortized deferred financing costs. Interest on these notes is payable on February 15 and August 15 of each year. The Senior Notes are unsecured obligations, and are guaranteed on a unsecured basis by the Partnership’s subsidiaries that guarantee the Credit Agreement. Our Senior Notes are jointly and severally, and fully and unconditionally, guaranteed by each of the Partnership’s domestic restricted subsidiaries (other than CSI Compressco Finance Inc.) that guarantee the Partnership’s other indebtedness (collectively, the "Guarantor Subsidiaries”). The Senior Notes indenture includes customary provisions for the release of the guarantees by the Guarantor Subsidiaries upon the occurrence of certain allowed events including the release of a guarantor under our revolving credit facility. 7.50% First Lien Notes due 2025 As of March 31, 2021, our First Lien Notes had $399.6 million outstanding net of unamortized discounts, unamortized deferred financing costs and deferred restructuring gains. Interest on these notes is payable on April 1 and October 1 of each year. The First Lien Notes are secured by a first-priority security interest in substantially all of the Partnership’s and its subsidiaries assets, subject to certain permitted encumbrances and exceptions, and are guaranteed on a senior secured basis by each of the Partnership’s U.S. restricted subsidiaries (other than Finance Corp, certain immaterial subsidiaries and certain other excluded U.S. subsidiaries). 10.000%/10.750% Second Lien Notes due 2026 As of March 31, 2021, our Second Lien Notes had $158.9 million outstanding, net of unamortized discounts, unamortized deferred financing costs and deferred restructuring gains. Interest on the Second Lien Notes is payable on April 1 and October 1 of each year. The Second Lien Notes are secured by a second-priority security interest in substantially all of the Partnership’s and its subsidiaries assets, subject to certain permitted encumbrances and exceptions, and are guaranteed on a senior secured basis by each of the Partnership’s U.S. restricted subsidiaries (other than Finance Corp and certain other excluded U.S. subsidiaries). In connection with the payment of PIK Interest (as defined below), if any, in respect of the Second Lien Notes, the issuers will be entitled, to increase the outstanding aggregate principal amount of the Second Lien Notes or issue additional notes (“PIK notes”) under the Second Lien Notes indenture on the same terms and conditions as the already outstanding Second Lien Notes. Interest will accrue at (1) the annual rate of 7.250% payable in cash, plus (2) at the election of the Issuers (made by delivering a notice to the Second Lien Trustee not less than five business days prior to the record date), the annual rate of (i) 2.750% payable in cash (together with the annual rate set forth in clause (1), the “Cash Interest Rate”) or (ii) 3.500% payable by increasing the principal amount of the outstanding Second Lien Notes or by issuing additional PIK notes, in each case rounding up to the nearest $1.00 (such increased principal amount or additional PIK notes, the “PIK Interest”). The indentures governing our First Lien Notes and Second Lien Notes contain customary covenants restricting our ability and the ability of our restricted subsidiaries to: (i) pay distributions on, purchase, or redeem our common units, make certain investments and other restricted payments, or purchase or redeem any subordinated debt; (ii) incur or guarantee additional indebtedness or issue certain kinds of preferred equity securities; (iii) create or incur certain liens securing indebtedness; (iv) sell assets, including dispositions of the collateral securing our First Lien Notes and Second Lien Notes; (v) consolidate, merge, or transfer all or substantially all of our assets; (vi) enter into transactions with affiliates; and (vii) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us. Our Second Lien Notes indenture further restricts our ability to make distributions in respect of our common units in any amount exceeding $0.04 per common unit per year, unless such increased distribution is funded by proceeds from an equity offering. These covenants are subject to a number of important limitations and exceptions, including certain provisions permitting us, subject to the satisfaction of certain conditions, to transfer assets to certain of our unrestricted subsidiaries. The indentures also contain customary events of default and acceleration provisions relating to events of default, which provide that upon an event of default under the indentures, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding First Lien Notes and Second Lien Notes may declare all of the First Lien Notes and Second Lien Notes to be due and payable immediately. During the fourth quarter of 2020, the Partnership elected to increase the principal amount outstanding by $1.6 million through the issuance of PIK notes. This amount is included in the balance outstanding as of March 31, 2021. See Note 11 – “Subsequent Events” for further information regarding our Second Lien Notes. |