Long-Term Debt | Long-Term Debt Our long-term debt consists of the following at the dates indicated: June 30, 2020 March 31, 2020 Face Unamortized Book Face Unamortized Book (in thousands) Revolving credit facility: Expansion capital borrowings $ 1,400,000 $ — $ 1,400,000 $ 1,120,000 $ — $ 1,120,000 Working capital borrowings 258,000 — 258,000 350,000 — 350,000 Senior unsecured notes: 7.500% Notes due 2023 ("2023 Notes") 592,323 (4,904 ) 587,419 607,323 (5,405 ) 601,918 6.125% Notes due 2025 ("2025 Notes") 380,020 (3,927 ) 376,093 387,320 (4,217 ) 383,103 7.500% Notes due 2026 ("2026 Notes") 425,081 (6,316 ) 418,765 450,000 (6,975 ) 443,025 Bridge term credit agreement — — — 250,000 (3,198 ) 246,802 Term credit agreement 250,000 (8,875 ) 241,125 — — — Other long-term debt 4,521 — 4,521 4,683 — 4,683 3,309,945 (24,022 ) 3,285,923 3,169,326 (19,795 ) 3,149,531 Less: Current maturities 4,521 — 4,521 4,683 — 4,683 Long-term debt $ 3,305,424 $ (24,022 ) $ 3,281,402 $ 3,164,643 $ (19,795 ) $ 3,144,848 (1) Debt issuance costs related to the Revolving Credit Facility and the Sawtooth credit agreement are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt. Amortization expense for debt issuance costs related to long-term debt in the table above was $2.0 million and $0.8 million during the three months ended June 30, 2020 and 2019 , respectively. Expected amortization of debt issuance costs is as follows (in thousands): Fiscal Year Ending March 31, 2021 (nine months) $ 4,852 2022 6,429 2023 6,421 2024 3,322 2025 1,864 Thereafter 1,134 Total $ 24,022 Credit Agreement We are party to a credit agreement (“Credit Agreement”) with a syndicate of banks. The Credit Agreement provides up to $1.915 billion in aggregate commitments and consists of a revolving credit facility to fund working capital needs (“Working Capital Facility”), and another to fund acquisitions and expansion projects (“Expansion Capital Facility”). On April 27, 2020, we amended our Credit Agreement to reallocate availability between the two revolving credit facilities. We reduced the capacity of the Working Capital Facility to $350.0 million and increased the Expansion Capital Facility to $1.565 billion (the “Expansion Capital Facility,” and together with the Working Capital Facility, the “Revolving Credit Facility”). We had letters of credit of $85.2 million on the Working Capital Facility at June 30, 2020 . The capacity under the Working Capital Facility may be limited by a “borrowing base” (as defined in the Credit Agreement) which is calculated based on the value of certain working capital items at any point in time. The commitments under the Credit Agreement expire on October 5, 2021. At June 30, 2020 , the borrowings under the Credit Agreement had a weighted average interest rate of 2.74% , calculated as the weighted average LIBOR rate of 0.19% plus a margin of 2.50% for LIBOR borrowings and the prime rate of 3.25% plus a margin of 1.50% on alternate base rate borrowings. At June 30, 2020 , the interest rate in effect on letters of credit was 2.50% . Commitment fees are charged at a rate ranging from 0.375% to 0.50% on any unused capacity. The Credit Agreement specifies that our senior secured leverage ratio cannot be more than 3.50 to 1 , that our interest coverage ratio cannot be less than 2.50 to 1 and the total leverage indebtedness ratio cannot be more than 5.50 to 1 at any quarter end. At June 30, 2020 , our senior secured leverage ratio was approximately 3.06 to 1 , our interest coverage ratio was approximately 3.47 to 1 , and our total leverage indebtedness ratio was approximately 5.36 to 1. We were in compliance with the covenants under the Credit Agreement at June 30, 2020 . Senior Unsecured Notes The senior unsecured notes include the 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Senior Unsecured Notes”). Repurchases The following table summarizes repurchases of Senior Unsecured Notes for the period indicated: Three Months Ended June 30, 2020 (in thousands) 2023 Notes Notes repurchased $ 15,000 Cash paid (excluding payments of accrued interest) $ 8,421 Gain on early extinguishment of debt (1) $ 6,449 2025 Notes Notes repurchased $ 7,300 Cash paid (excluding payments of accrued interest) $ 3,647 Gain on early extinguishment of debt (2) $ 3,575 2026 Notes Notes repurchased $ 24,919 Cash paid (excluding payments of accrued interest) $ 12,972 Gain on early extinguishment of debt (3) $ 11,567 (1) Gain on early extinguishment of debt for the 2023 Notes is inclusive of the write-off of debt issuance costs of $0.1 million . The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations. (2) Gain on early extinguishment of debt for the 2025 Notes is inclusive of the write-off of debt issuance costs of $0.1 million . The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations. (3) Gain on early extinguishment of debt for the 2026 Notes is inclusive of the write-off of debt issuance costs of $0.4 million . The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations. Compliance At June 30, 2020 , we were in compliance with the covenants under the indentures for all of the Senior Unsecured Notes. Term Credit Agreement On June 3, 2020, we entered into a new $250.0 million term credit agreement (the “Term Credit Agreement”) with certain funds and accounts managed by affiliates of Apollo Global Management, Inc. to refinance the existing Bridge Term Credit Agreement (as defined herein). The commitments under the Term Credit Agreement expire on June 3, 2023 and are callable by us after two years at par. We are subject to prepayments of principal if we enter into certain transactions to sell assets, issue equity or obtain new borrowings. The obligations under the Term Credit Agreement are guaranteed by the Partnership and certain of NGL Energy Operating LLC’s (“Borrower”) wholly-owned subsidiaries, and are secured by substantially all of the assets of the Borrower, the Partnership and the other subsidiary guarantors subject to certain customary exclusions. All borrowings under the Term Credit Agreement bear interest at LIBOR (based on the higher of one-month or three-month LIBOR), subject to a 1.50% LIBOR floor, plus 8.00% . At June 30, 2020 , the borrowings under the Term Credit Agreement had an interest rate of 9.50% (as of June 30, 2020 the reference LIBOR rate was below the LIBOR floor of 1.50% ). The Term Credit Agreement contains various customary representations, warranties and covenants by the Partnership and its subsidiaries, including, without limitation, (i) financial covenants limiting leverage, including senior secured leverage and total leverage, and requiring a minimum interest coverage, (ii) negative covenants limiting indebtedness, liens, investments, equity distributions, dispositions and fundamental changes and involving the Partnership or its subsidiaries and (iii) affirmative covenants requiring, among other things, reporting of financial information and material events and covenants to maintain existence and pay taxes, in each case substantially consistent with the Borrower’s existing Revolving Credit Facility. The Term Credit Agreement specifies that our senior secured leverage ratio cannot be more than 3.50 to 1 , that our interest coverage ratio cannot be less than 2.50 to 1 and the total leverage indebtedness ratio cannot be more than 5.75 to 1 for the four fiscal quarters of the fiscal year ending March 31, 2021 . As of June 30, 2021 and through June 3, 2023, the maximum total leverage indebtedness ratio will be 5.50 to 1 . At June 30, 2020 , our senior secured leverage ratio was approximately 3.06 to 1 , our interest coverage ratio was approximately 3.47 to 1 , and our total leverage indebtedness ratio was approximately 5.36 to 1 . At June 30, 2020 , we were in compliance with the covenants under the Term Credit Agreement. Bridge Term Credit Agreement On July 2, 2019, we entered into a bridge term credit agreement (the “Bridge Term Credit Agreement”) with Toronto Dominion (Texas) LLC for a $250.0 million term loan facility. Toronto Dominion (Texas) LLC and certain of its affiliates are also lenders under our Credit Agreement. On June 3, 2020, we used the proceeds from the Term Credit Agreement to pay off the outstanding balance of the Bridge Term Credit Agreement. We wrote off $2.2 million of debt issuance costs to gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations. Sawtooth Credit Agreement On November 27, 2019, Sawtooth Caverns LLC (“Sawtooth”), a joint venture in which we own approximately a 71.5% interest, entered into a credit agreement with Zions Bancorporation (doing business as “Amegy Bank”). The Sawtooth credit agreement has a capacity of $20.0 million . The commitments under the Sawtooth credit agreement expire on November 27, 2022. At June 30, 2020 , no amounts had been borrowed under the Sawtooth credit agreement. Commitment fees are charged at a rate of 0.50% on any unused capacity. Other Long-Term Debt We have other notes payable related to equipment financing. The interest rates on these instruments range from 4.13% to 7.10% per year and have an aggregate principal balance of $4.5 million at June 30, 2020 . Debt Maturity Schedule The scheduled maturities of our long-term debt are as follows at June 30, 2020 : Fiscal Year Ending March 31, Revolving Senior Term Credit Other Total (in thousands) 2021 (nine months) $ — $ — $ — $ 4,521 $ 4,521 2022 1,658,000 — — — 1,658,000 2023 — — — — — 2024 — 592,323 250,000 — 842,323 2025 — 380,020 — — 380,020 Thereafter — 425,081 — — 425,081 Total $ 1,658,000 $ 1,397,424 $ 250,000 $ 4,521 $ 3,309,945 |