| Debt Obligations | Debt Obligations Our outstanding debt consists of the following as of December 31, 2017: AMID Trans-Union AMID AMID AMID Revolving Credit 3.97% Senior Notes 8.50% Senior Notes due 3.77% Senior Notes due Other Agreement (1) due 2032 due 2021 due 2031 Debt Total (in thousands) Balance $ 697,900 32,025 $ 425,000 $ 58,324 $ 4,989 $ 1,218,238 Less unamortized deferred financing costs and discount — (333 ) (6,579 ) (2,319 ) — (9,231 ) Subtotal 697,900 31,692 418,421 56,005 4,989 1,209,007 Less current portion — (1,755 ) — (807 ) (4,989 ) (7,551 ) Non-current portion $ 697,900 29,937 $ 418,421 $ 55,198 $ — $ 1,201,456 (1) Unamortized deferred financing costs related to the Credit Agreement are included in Other assets, net. Our outstanding debt consists of the following as of December 31, 2016: AMID JPE AMID AMID AMID Revolving Credit Revolving Credit 8.50% Senior Notes due 3.77% Senior Notes due Other Agreement (1) Agreement (1) 2021 2031 Debt Total (in thousands) Balance $ 711,250 $ 177,000 $ 300,000 $ 60,000 $ 3,762 $ 1,252,012 Less unamortized deferred financing costs and discount — — (8,691 ) (2,345 ) — (11,036 ) Subtotal 711,250 177,000 291,309 57,655 3,762 1,240,976 Less current portion — — — (1,676 ) (3,762 ) (5,438 ) Non-current portion $ 711,250 $ 177,000 $ 291,309 $ 55,979 $ — $ 1,235,538 _____________ (1) Unamortized deferred financing costs related to the Credit Agreement are included in Other assets, net. AMID Revolving Credit Agreement On March 8, 2017, the Partnership along with other subsidiaries of the Partnership (collectively, the “Borrowers”) entered into the Second Amended and Restated Credit Agreement, with Bank of America N.A., as Administrative Agent, Collateral Agent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and other lenders or Credit Agreement, which increased the Borrowers’ borrowing capacity thereunder from $750.0 million to $900.0 million and provided for an accordion feature that will permit, subject to customary conditions, the borrowing capacity under the facility to be increased to a maximum of $1.1 billion . The $900 million in lending commitments under the Credit Agreement includes a $30 million sublimit for borrowings by Blackwater Investments, Inc. and a $100 million sublimit for letters of credit. The Credit Agreement matures on September 5, 2019. All obligations under the Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a first-priority lien on and security interest in (i) substantially all of the Borrowers’ assets and the assets of certain of the subsidiaries of the Partnership and (ii) the capital stock of certain of the Partnership’s subsidiaries. We can elect to have loans under our Credit Agreement bear interest either at (a) a Eurodollar-based rate, plus a margin ranging from 2.00% to 3.25% depending on our total leverage ratio then in effect, or (b) a base rate which is a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus 0.50% , (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate," and (iii) a Eurodollar-based rate plus 1.00% , in each case of clause (i)-(iii), plus a margin ranging from 1.00% to 2.25% depending on the total leverage ratio then in effect. We also pay a commitment fee ranging from 0.375% to 0.50% per annum, depending on our total leverage ratio then in effect, on the undrawn portion of the revolving loan under the Credit Agreement. The guarantees by the Guarantors are full and unconditional and joint and several among the Guarantors. The terms of the Credit Agreement include covenants that restrict our ability to make cash distributions and acquisitions in some circumstances. The remaining principal balance and any accrued and unpaid interest will be due and payable in full at maturity, on September 5, 2019. The Credit Agreement contains certain financial covenants that are applicable as of the end of any fiscal quarter, including a consolidated total leverage ratio which requires our indebtedness not to exceed 5.00 times adjusted consolidated EBITDA (provided that the minimum consolidated total leverage may be increased to 5.50 times adjusted consolidated EBITDA in connection with the closing of certain material acquisitions as of the end of the quarter during which such acquisition closes, and as of the end of the subsequent two quarters), a consolidated secured leverage ratio which requires our secured indebtedness not to exceed 3.50 times adjusted consolidated EBITDA, and a minimum interest coverage ratio that requires our adjusted consolidated EBITDA to exceed consolidated interest charges by not less than 2.50 times. Regarding the total leverage ratio, in the first three quarters of 2017, we were in compliance with the covenants requirements ratios of 5.50 times, 5.50 times and 5.00 times, for quarter periods ended March 31, 2017, June 30, 2017 and September 30, 2017, respectively, as described above. During the fourth quarter of 2017, we elected to be in a Specified Acquisition Period, as defined in Section 7.19 Financial Covenants of the Credit Agreement, which enables us to use a ratio of 5.50 times for the fourth quarter of 2017 as well as the first and second quarters of 2018. As of December 31, 2017 , our consolidated total leverage ratio was 5.23 , our consolidated secured leverage ratio was 3.29 , and our interest coverage ratio was 3.62 , which were all in compliance with the related covenants of our Credit Agreement. At December 31, 2017 and 2016 , letters of credit outstanding under the Credit Agreement were $24.1 million and $7.4 million , respectively. As of December 31, 2017, we had approximately $697.9 million of borrowings outstanding. The carrying value of amounts outstanding under the Credit Agreement approximates the related fair value, as interest charges vary with market rates conditions. For the years ended December 31, 2017, 2016 and 2015, the weighted average interest rate on borrowings under our Credit Agreement was approximately 4.96% , 4.29% , and 3.67% , respectively. Our ability to maintain compliance with the leverage and interest coverage ratios included in the Credit Agreement may be subject to, among other things, the timing and success of initiatives we are pursuing, which may include expansion capital projects, acquisitions or drop down transactions, as well as the associated financing for such initiatives. The terms of the Credit Agreement also include covenants that restrict our ability to make cash distributions and acquisitions in some circumstances. If required, ArcLight , which controls the General Partner of the Partnership, has confirmed its intent to provide financial support for the Partnership to maintain compliance with the covenants contained in the Credit Agreement through April 10, 2019. We use the term “revolving credit facility” or “Credit Agreement,” to refer to our First Amended and Restated Credit Facility and to our Second Amended and Restated Credit Facility, as the context may require. JPE Credit Agreement On February 12, 2014, we entered into the JPE Credit Agreement with Bank of America, N.A, which was available for refinancing and repayment of certain existing indebtedness, working capital, capital expenditures, permitted acquisitions and other general partnership purposes. The JPE Credit Agreement consisted of a $275.0 million revolving loan, which included a sub-limit of up to $100.0 million for letters of credit. Borrowings under the JPE Credit Agreement bore interest at a rate per annum equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.5% , (2) the prime rate of Bank of America, and (3) LIBOR, subject to certain adjustments, plus 1.00% or (b) LIBOR, in each case plus an applicable rate. The applicable rate was (a) 1.25% for prime rate borrowing and 2.25% for LIBOR borrowings. The commitment fee was subject to an adjustment each quarter based in the Consolidated Net Total Leverage Ratio, as defined in the related agreement. The carrying value of amounts outstanding under the JPE Credit Agreement approximates the related fair value, as interest charges vary with market rate conditions. The JPE Credit Agreement was scheduled to mature on February 12, 2019, but was paid off and terminated on March 8, 2017 in connection with the Partnership's acquisition of JPE. 8.50% Senior Notes On December 28, 2016, the Partnership and American Midstream Finance Corporation, our wholly-owned subsidiary (the “Co-Issuer” and together with the Partnership, the “Issuers”), completed the issuance and sale of $300 million aggregate principal amount of their 8.50% Senior Notes due 2021 (the "8.50% Senior Notes"). The 8.50% Senior Notes are jointly and severally guaranteed by certain of the Partnership's subsidiaries. The 8.50% Senior Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers. The 8.50% Senior Notes were issued at par and provided approximately $294.0 million in proceeds, after deducting the initial purchasers' discount of $6.0 million . The Partnership also incurred $2.7 million of direct issuance costs resulting in net proceeds related to the 8.50% Senior Notes of $291.3 million . Upon the closing of the JPE Merger and the satisfaction of other conditions related thereto, the restricted cash was released from escrow and was used to repay the JPE Credit Facility and to reduce borrowings under the Partnership’s Credit Agreement. On December 19, 2017, the Issuers completed the issuance and sale of an additional $125 million in aggregate principal amount of 8.50% Senior Notes (the “Additional Issuance”), net of issuance cost of approximately $3.0 million . The Additional Issuance will mature on December 15, 2021 and interest on the Additional Issuance will accrue from December 15, 2017. Interest on the Additional Issuance is payable in cash semiannually in arrears on each June 15 and December 15, with interest payable on the Additional Issuance commencing June 15, 2018. Interest will be payable to holders of record on the June 1 and December 1 immediately preceding the related interest payment date, and will be computed on the basis of a 360-day year consisting of twelve 30-day months. Pursuant to the registration rights agreements entered into in connection with the issuances of the 8.50% Senior Notes, additional interest on the 8.50% Senior Notes accrues at 0.25% per annum for the first 90-day period following December 23, 2017 and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.00% per annum over 8.50%, until we complete an exchange offer for the 8.50% Senior Notes. At any time prior to December 15, 2018, the Issuers may redeem up to 35% of the aggregate principal amount of 8.50% Senior Notes, at a redemption price of 108.50% of the principal amount, plus accrued and unpaid interest to the redemption date, in an amount not greater than the net cash proceeds of one or more equity offerings by the Partnership, provided that: • at least 65% of the aggregate principal amount of the 8.50% Senior Notes remains outstanding immediately after such redemption (excluding 8.50% Senior Notes held by the Partnership and its subsidiaries); and • the redemption occurs within 180 days of the closing of each such equity offering. On and after December 15, 2018, the Issuers may redeem all or a part of the 8.50% Senior Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on December 15 of the years indicated below: Year Percentage 2018 104.250% 2019 102.125% 2020 and thereafter 100.000% The Indenture restricts the Partnership’s ability and the ability of certain of its subsidiaries to, among other things: (i) incur, assume or guarantee additional indebtedness, issue any disqualified stock or issue preferred units, (ii) create liens to secure indebtedness, (iii) pay distributions on equity securities, redeem or repurchase equity securities or redeem or repurchase subordinated securities, (iv) make investments, (v) restrict distributions, loans or other asset transfers from restricted subsidiaries, (vi) consolidate with or merge with or into, or sell substantially all of its properties to, another person, (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries, (viii) enter into transactions with affiliates, (ix) engage in certain business activities and (x) enter into sale and leaseback transactions. These covenants are subject to a number of important exceptions and qualifications. If at any time the 8.50% Senior Notes are rated investment grade by either Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no Default or Event of Default (as each are defined in the Indenture) has occurred and is continuing, many of such covenants will terminate and the Partnership and its subsidiaries will cease to be subject to such covenants. The carrying value of the 8.50% Senior Notes as of December 31, 2016 approximates the related fair value as of that date because the Senior Notes were issued on December 28, 2016. The carrying value of the 8.50% Senior Notes as of December 31, 2017 approximates the fair value as of that date of $437.1 million . This estimate was based on similar private placement transactions along with changes in market interest rates which represent a Level 2 measurement. 3.77% Senior Notes On September 30, 2016, Midla Financing, LLC ("Midla Financing"), American Midstream (Midla), LLC (“Midla”), and MLGT and together with Midla, (the "Note Guarantors") entered into a Note Purchase and Guaranty Agreement with certain institutional investors (the “Purchasers”) whereby Midla Financing issued $60.0 million in aggregate principal amount of 3.77% Senior Notes due June 30, 2031. Principal and interest on the 3.77% Senior Notes is payable in installments on the last business day of each quarter beginning June 30, 2017 with the remaining balance payable in full on June 30, 2031. The average quarterly principal payment is approximately $1.1 million . The 3.77% Senior Notes were issued at par and provided proceeds of approximately $57.7 million , net of debt issuance costs of $2.3 million . Net proceeds from the 3.77% Senior Notes are restricted and will be used to fund project costs incurred in connection with the construction of the Midla-Natchez Line, the retirement of Midla’s existing 1920’s pipeline, the move of our Baton Rouge operations to the MLGT system, and the reconfiguration of the DeSiard compression system and all related ancillary facilities. These proceeds can also be used to pay costs incurred in connection with the issuance of the 3.77% Senior Notes, and for general corporate purposes of Midla Financing. As of December 31, 2017 , Restricted cash includes $14.9 million from the issuance of the 3.77% Senior Notes. The Note Purchase Agreement includes customary representations and warranties, affirmative and negative covenants (including financial covenants), and events of default that are customary for a transaction of this type. Midla Financing must maintain a debt service reserve account containing six months of principal and interest payments, and Midla Financing and the Note Guarantors (including any entities that become guarantors under the terms of the 3.77% Senior Note Purchase Agreement) are restricted from making distributions until June 30, 2017, unless the debt service coverage ratio is not less than, and is not projected to be for the following 12 calendar months less than, 1.20 :1.00, and unless certain other requirements are met. In connection with the 3.77% Senior Note Purchase Agreement, the Note Guarantors guaranteed the payment in full of all Midla Financing’s related obligations. Also, Midla Financing and the Note Guarantors granted a security interest in substantially all of their tangible and intangible personal assets, including the membership interests in each Note Guarantor held by Midla Financing, and Midla Holdings pledged the membership interests in Midla Financing to the Collateral Agent. As of December 31, 2017 and 2016, the fair value of the 3.77% Senior Notes was $53.8 million and $ 54.6 million , respectively. This estimate was based on similar private placement transactions along with changes in market interest rates which represent a Level 2 measurement. 3.97% Trans-Union Secured Senior Notes On May 10, 2016, Trans-Union Interstate Pipeline, LP ("Trans-Union") entered into an agreement with certain institutional investors in the insurance business represented by Babson Capital Management LLC whereby Trans-Union issued $35.0 million in aggregate principal amount of 3.97% Senior Secured Notes ("Trans-Union Senior Notes") due December 31, 2032. Principal and interest on the Trans-Union Senior Notes is payable in installments on the last business day of each quarter beginning June 30, 2016 with the remaining balance payable in full on December 31, 2032. The average quarterly principal payment is approximately $0.5 million . The Trans-Union Senior Notes were issued at par and provided a net proceeds of approximately $34.6 million after deducting related issuance cost of approximately $0.4 million . The Partnership assumed the Trans-Union Senior Notes following the Trans-Union acquisition on November 3, 2017. See Note 3 - Acquisitions . As of December 31, 2017 , the fair value of the 3.97% Senior Notes was approximately $30.2 million . This estimate was based on similar private placement transactions along with changes in market interest rates which represent a Level 2 measurement. |
