Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: September 30, 2018 December 31, 2017 Senior Notes due 2026 $ 450,000 $ — ABL Credit Agreement — — Term Loan Credit Facility — 200,000 Other notes payable 4,142 3,054 Less: Unamortized original issue discount — (1,992 ) Less: Unamortized debt issuance costs (9,378 ) (3,643 ) Total debt 444,764 197,419 Less: current portion of long-term debt (790 ) (2,957 ) Long-term debt $ 443,974 $ 194,462 Senior Notes due 2026 On August 1, 2018, the Partnership completed the private placement of $450,000 aggregate principal amount of its 9.50% senior unsecured notes due 2026 (the "Senior Notes"). The Senior Notes were issued under and are governed by an indenture, dated as of August 1, 2018 (the "Indenture"), by and among the Partnership, the guarantors named therein (the "Guarantors"), and U.S. Bank National Association, as trustee. The Senior Notes are fully and unconditionally guaranteed (the "Guarantees"), jointly and severally, on a senior unsecured basis by the Guarantors. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with the Partnership’s unrestricted affiliates, and limitations on asset sales. The Senior Notes bear interest at an annual rate of 9.50% and are payable semi-annually. At any time prior to August 1, 2021, the Partnership may redeem up to 35% of the aggregate principal amount of the Senior Notes at a redemption price equal to 109.50% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with an amount of cash not greater than the net proceeds from certain equity offerings. At any time prior to August 1, 2021, the Partnership may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes plus a "make-whole" premium plus accrued and unpaid interest, if any, to the redemption date. The Partnership may also redeem all or a part of the Senior Notes at any time on or after August 1, 2021, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the redemption date. If the Partnership experiences a change of control, the Partnership may be required to offer to purchase the Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the purchase date. The Senior Notes and the Guarantees rank equally in right of payment with all of the Partnership’s and the Guarantors’ existing and future senior indebtedness, effectively junior to all of the Partnership’s existing and future secured indebtedness, including borrowings the ABL Credit Agreement, to the extent of the value of the assets securing such indebtedness, structurally junior to any indebtedness of the Partnership’s subsidiaries that do not guarantee the Senior Notes (including trade payables), and senior to all of the Partnership’s and the Guarantors’ future subordinated indebtedness. As of September 30, 2018 , we had $440,622 of indebtedness ( $450,000 , net of $9,378 of debt issuance costs) under our Senior Notes. ABL Credit Agreement On August 1, 2018, the Partnership, entered into a senior secured revolving credit facility (the "ABL Credit Agreement"), which matures on August 1, 2023 , among the Partnership, as borrower, the lenders party thereto from time to time, and JP Morgan Chase Bank, N.A., as administrative agent and an issuing lender, and each other issuing lender party thereto. The ABL Credit Agreement permits aggregate borrowings of up to $200,000 , including a $50,000 sublimit for letters of credit, with the ability to increase the amount of permitted aggregate borrowings up to $300,000 subject to certain conditions. As of September 30, 2018 , we had $97,731 of available borrowing capacity ( $119,151 , net of $21,420 letter of credit commitments) and no indebtedness under our ABL Credit Agreement. The obligations of the Partnership under the ABL Credit Agreement are secured by substantially all assets of the Partnership (other than real estate and other customary exclusions). In addition, the Partnership’s subsidiaries guarantee the Partnership’s obligations under the ABL Credit Agreement and grant to the administrative agent security interests in substantially all of their respective assets (other than real estate and other customary exclusions). Borrowings under the ABL Credit Agreement bear interest at a rate equal to, at the Partnership’s option, either (1) a base rate plus an applicable margin ranging between 0.75% per annum and 1.50% per annum, based upon the Partnership’s leverage ratio, or (2) a LIBOR rate plus an applicable margin ranging between 1.75% per annum and 2.50% per annum, based upon the Partnership’s leverage ratio. The ABL Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. In certain limited circumstances, the ABL Credit Agreement requires compliance with a fixed charge coverage ratio. In addition, it contains customary events of default that entitle the lenders to cause any or all of the Partnership’s indebtedness under the ABL Credit Agreement to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods) include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, and material judgment defaults. As of September 30, 2018 , the Partnership was in compliance with all covenants in the ABL Credit Agreement. Revolving Credit Agreement On December 22, 2017, the Partnership entered into a second amended and restated credit agreement (the "Revolving Credit Agreement"). On August 1, 2018, upon execution of the ABL Credit Agreement described above, the Revolving Lenders commitments under the Revolving Credit Agreement were terminated and the outstanding liabilities of the Partnership with respect to its obligations under the Revolving Credit Agreement were released and discharged. The Partnership had no outstanding loans under the Revolving Credit Agreement. In connection with the termination of the Revolving Credit Agreement, the Partnership recognized a $1,062 loss on extinguishment of debt, which represents the write-off of all remaining unamortized debt issuance costs. Term Loan Credit Facility On December 22, 2017, the Partnership entered into an amended and restated credit agreement (the "Term Loan Credit Agreement") providing for a senior secured term loan credit facility (the "Term Loan Credit Facility") that permits aggregate borrowings of up to $200,000 , which was fully drawn on December 22, 2017. On August 1, 2018, in connection with the closing of the Senior Notes, the Partnership repaid its outstanding debt, including accrued interest, under the Term Loan Credit Facility. The payment was made prior to the maturity date and no early payment penalties were incurred by the Partnership. In connection with the termination of the Term Loan Credit Facility, the Partnership recognized a $5,171 loss on extinguishment of debt, which represents the write-off of all remaining unamortized debt issuance costs and unamortized original issuance discount. Other Notes Payable On October 24, 2014, the Partnership entered into a purchase and sales agreement to acquire land and underlying frac sand deposits. During each of the years ended December 31, 2016, 2015 and 2014, the Partnership paid cash consideration of $2,500 , and issued a three -year promissory note in the amount of $3,676 , respectively, in connection with this agreement. The promissory notes accrue interest at rates equal to the applicable short-term federal rates. All principal and accrued interest is due and payable at the end of the respective three-year promissory note terms in December 2019, December 2018 and October 2017. However, the promissory notes are prepaid on a quarterly basis during the three-year terms as sand is extracted, delivered, sold and paid for from the properties. To obtain additional mineral rights on the previously acquired land, the Partnership issued a 4th three-year promissory note in August 2018 in the amount of $3,676 , which will be prepaid on a quarterly basis during the three-year term as sand is extracted, delivered, sold, and paid for from the properties. The Partnership made prepayments of $663 and $1,032 during the three months ended September 30, 2018 and 2017 , respectively, and $2,588 and $2,514 during the nine months ended September 30, 2018 and 2017 , respectively, based on the accumulated volume of sand extracted, delivered, sold and paid for. In October 2018, the Partnership made a prepayment of $790 based on the volume of sand extracted, delivered, sold and paid for through the third quarter of 2018 . As of September 30, 2018 , the Partnership had repaid in full the promissory notes due in October 2017 and December 2018 and had $4,142 outstanding on its remaining 3rd and 4th promissory notes, which carried interest rates between 0.74% and 2.42% |