DEBT | DEBT Long-term debt, net of debt issuance costs, consisted of the following: As of (In millions) March 31, December 31, Ciner Wyoming Credit Facility, unsecured principal expiring on August 1, 2022, variable interest rate as a weighted average rate of 2.31% and 3.27% at March 31, 2020 and December 31, 2019, respectively $ 146.5 $ 129.5 Ciner Wyoming Equipment Financing Arrangement, principal and interest due in monthly installments beginning in April 2020 through March 2028, fixed rate interest at 2.479% per annum 29.8 — Total debt 176.3 129.5 Current portion of long-term debt 2.9 — Total long-term debt $ 173.4 $ 129.5 Aggregate maturities required on long-term debt at March 31, 2020 are due in future years as follows: (In millions) Amount 2020 $ 2.2 2021 3.0 2022 149.6 2023 3.2 2024 3.3 Thereafter 15.2 Total $ 176.5 Ciner Wyoming Equipment Financing Arrangement On March 26, 2020, Ciner Wyoming and Banc of America Leasing & Capital, LLC, as lender (the “Lender”), entered into an equipment financing arrangement (the “Ciner Wyoming Equipment Financing Arrangement”) including a Master Loan and Security Agreement, dated as of March 25, 2020 (the “Master Agreement”) and an Equipment Security Note Number 001, dated as of March 25, 2020 (the “Initial Secured Note”), which provides the terms and conditions for the debt financing of certain equipment related to Ciner Wyoming’s new natural gas-fired turbine co-generation facility that became operational in March 2020. Each equipment financing under the Ciner Wyoming Equipment Financing Arrangement will be evidenced by the execution of one or more equipment notes (including the Initial Secured Note) that incorporate the terms and conditions of the Master Agreement (each, an “Equipment Note”). In order to secure the payment and performance of Ciner Wyoming’s obligations under the Ciner Wyoming Equipment Financing Arrangement and other debt obligations owed by Ciner Wyoming to Lender, Ciner Wyoming granted to the Lender a continuing security interest in all of Ciner Wyoming’s right, title and interest in and to the Equipment (as defined in the Master Agreement) and certain related collateral. The Ciner Wyoming Equipment Financing Arrangement (1) incorporates all covenants of Ciner Wyoming that are based upon a specified level or ratio relating to assets, liabilities, indebtedness, rentals, net worth, cash flow, earnings, profitability, or any other accounting-based measurement or test, now or hereafter existing, in the Ciner Wyoming Credit Facility (as defined herein), or in any applicable replacement credit facility accepted in writing by Lender and (2) includes customary events of default subject to applicable grace periods, including, among others, (i) payment defaults, (ii) certain mergers or changes in control of Ciner Wyoming, (iii) cross defaults with certain other indebtedness (a) to which the Lender is a party or (b) to third parties in excess of $10 million , and (iv) the commencement of certain insolvency proceedings or related events identified in the Master Agreement. Upon the occurrence of an event of default, in its discretion, the Lender may exercise certain remedies, including, among others, the ability to accelerate the maturity of any Equipment Note such that all amounts thereunder will become immediately due and payable, to take possession of the Equipment identified in any Equipment Note, and to charge Ciner Wyoming a default rate of interest on all then outstanding or thereafter incurred obligations under the Ciner Wyoming Equipment Financing Arrangement. Among other things, the Initial Secured Note: • has a principal amount of $30,000,000 ; • has a maturity date of March 26, 2028; • shall be payable by Ciner Wyoming to Lender in 96 consecutive monthly installments of principal and interest commencing on April 26, 2020 and continuing thereafter until the maturity date of the Initial Secured Note, which shall be in the amount of approximately $307,000 for the first 95 monthly installments and approximately $4,307,000 for the final monthly installment; and • entitles Ciner Wyoming to prepay all (but not less than all) of the outstanding principal balance of the Initial Secured Note (together with all accrued interest and other charges and amounts owed thereunder) at any time after one (1) year from the date of the Initial Secured Note, subject to Ciner Wyoming paying to Lender an additional prepayment amount determined by the amount of principal balance prepaid and the date such prepayment is made. Ciner Wyoming’s balance under the Ciner Wyoming Equipment Financing Arrangement at March 31, 2020 was $30.0 million ( $29.8 million net of financing costs). During three months ended March 31, 2020 , Ciner Wyoming recorded $0.2 million of debt issuance costs in association with the Ciner Wyoming Equipment Financing Arrangement. At March 31, 2020 , Ciner Wyoming was in compliance with all financial covenants of the Ciner Wyoming Equipment Financing Arrangement. Ciner Wyoming Credit Facility On August 1, 2017, Ciner Wyoming entered into a Credit Agreement (as amended, the “Ciner Wyoming Credit Facility”) with each of the lenders listed on the respective signature pages thereof and PNC Bank, National Association (“PNC Bank”), as administrative agent, swing line lender and a Letter of Credit (“L/C”) issuer. On February 28, 2020, the Ciner Wyoming Credit Facility was amended to, among other things, increase flexibility for debt financing to be incurred by Ciner Wyoming in connection with its new natural gas-fired turbine co-generation facility, including, among other things (i) increasing the basket for purchase money indebtedness permitted from $5.0 million to $30.0 million ; (ii) adding procedures for transition to a benchmark other than the Eurodollar Rate to determine the applicable interest rate (including reference to the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York), with provisions applying to that alternate benchmark; and (iii) adding customary new provisions relating to qualified financial contracts, sanctions and anti-money laundering rules and laws. The Ciner Wyoming Credit Facility is a $225.0 million senior unsecured revolving credit facility with a syndicate of lenders, which will mature on the fifth anniversary of the closing date of such credit facility. The Ciner Wyoming Credit Facility provides for revolving loans to fund working capital requirements, capital expenditures, to consummate permitted acquisitions and for all other lawful partnership purposes. The Ciner Wyoming Credit Facility has an accordion feature that allows Ciner Wyoming to increase the available revolving borrowings under the facility by up to an additional $75.0 million , subject to Ciner Wyoming receiving increased commitments from existing lenders or new commitments from new lenders and the satisfaction of certain other conditions. In addition, the Ciner Wyoming Credit Facility includes a sublimit up to $20.0 million for same-day swing line advances and a sublimit up to $40.0 million for letters of credit. Ciner Wyoming’s obligations under the Ciner Wyoming Credit Facility are unsecured. The Ciner Wyoming Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) Ciner Wyoming’s ability to: • make distributions on or redeem or repurchase units; • incur or guarantee additional debt; • make certain investments and acquisitions; • incur certain liens or permit them to exist; • enter into certain types of transactions with affiliates of Ciner Wyoming; • merge or consolidate with another company; and • transfer, sell or otherwise dispose of assets. The Ciner Wyoming Credit Facility also requires quarterly maintenance of a consolidated leverage ratio (as defined in the Ciner Wyoming Credit Facility) of not more than 3.00 to 1.00 and a consolidated interest coverage ratio (as defined in the Ciner Wyoming Credit Facility) of not less than 3.00 to 1.00. The Ciner Wyoming Credit Facility contains events of default customary for transactions of this nature, including (i) failure to make payments required under the Ciner Wyoming Credit Facility, (ii) events of default resulting from failure to comply with covenants and financial ratios in the Ciner Wyoming Credit Facility, (iii) the occurrence of a change of control, (iv) the institution of insolvency or similar proceedings against Ciner Wyoming and (v) the occurrence of a default under any other material indebtedness Ciner Wyoming may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Ciner Wyoming Credit Facility, the administrative agent shall, at the request of the Required Lenders (as defined in the Ciner Wyoming Credit Facility), or may, with the consent of the Required Lenders, terminate all outstanding commitments under the Ciner Wyoming Credit Facility and may declare any outstanding principal of the Ciner Wyoming Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable. Under the Ciner Wyoming Credit Facility, a change of control is triggered if Ciner Corp and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of our general partner (or any entity that performs the functions of the Partnership’s general partner). In addition, a change of control would be triggered if the Partnership ceases to own at least 50.1% of the economic interests in Ciner Wyoming or ceases to have the ability to elect a majority of the members of Ciner Wyoming’s board of managers. Loans under the Ciner Wyoming Credit Facility bear interest at Ciner Wyoming’s option at either: • a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus 0.50% , (ii) the administrative agent’s prime rate in effect on such day or (iii) one-month LIBOR plus 1.0% , in each case, plus an applicable margin; or • the Eurodollar Rate plus an applicable margin; provided , that with respect to an applicable loan, if the Eurodollar Rate cannot be determined by the administrative agent or if the administrative agent or certain lenders determined that the Eurodollar Rate does not adequately and fairly reflect the cost to such lenders of funding an applicable loan, the administrative agent in consultation with Ciner Wyoming, may establish an alternative interest rate for the applicable loan. The unused portion of the Ciner Wyoming Credit Facility is subject to an unused line fee ranging from 0.225% to 0.300% per annum based on Ciner Wyoming’s then current consolidated leverage ratio. At March 31, 2020 , Ciner Wyoming was in compliance with all financial covenants of the Ciner Wyoming Credit Facility. Ciner Resources Credit Facility On August 1, 2017, the Partnership entered into a Credit Agreement (as amended, the “Ciner Resources Credit Facility”) with each of the lenders listed on the respective signature pages thereof and PNC Bank, as administrative agent, swing line lender and an L/C issuer. On February 28, 2020, the Ciner Resources Credit Facility was amended to, among other things, increase flexibility for debt financing to be incurred by Ciner Wyoming in connection with its new natural gas-fired turbine co-generation facility, including, among other things (i) increasing the basket for purchase money indebtedness permitted under the Ciner Resources Credit Facility from $5.0 million to $30.0 million ; (ii) adding procedures under the Ciner Resources Credit Facility for transition to a benchmark other than the Eurodollar Rate to determine the applicable interest rate (including reference to the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York), with provisions applying to that alternate benchmark; and (iii) adding customary new provisions relating to qualified financial contracts, sanctions and anti-money laundering rules and laws. The Ciner Resources Credit Facility is a $10.0 million senior secured revolving credit facility with a syndicate of lenders, which will mature on the fifth anniversary of the closing date of such credit facility. The Ciner Resources Credit Facility provides for revolving loans to be available to fund distributions on the Partnership’s units and working capital requirements and capital expenditures, to consummate permitted acquisitions and for all other lawful partnership purposes. The Ciner Resources Credit Facility includes a sublimit up to $5.0 million for same-day swing line advances and a sublimit up to $5.0 million for letters of credit. The Partnership’s obligations under the Ciner Resources Credit Facility are guaranteed by each of the Partnership’s material domestic subsidiaries other than Ciner Wyoming. In addition, the Partnership’s obligations under the Ciner Resources Credit Facility are secured by a pledge of substantially all of the Partnership’s assets (subject to certain exceptions), including the membership interests held in Ciner Wyoming by the Partnership. The Ciner Resources Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) the Partnership’s ability to (and the ability of the Partnership’s subsidiaries, including without limitation, Ciner Wyoming to): • make distributions on or redeem or repurchase units; • incur or guarantee additional debt; • make certain investments and acquisitions; • incur certain liens or permit them to exist; • enter into certain types of transactions with affiliates; • merge or consolidate with another company; and • transfer, sell or otherwise dispose of assets. The Ciner Resources Credit Facility also requires quarterly maintenance of a consolidated leverage ratio (as defined in the Ciner Resources Credit Facility) of not more than 3.00 to 1.00 and a consolidated interest coverage ratio (as defined in the Ciner Resources Credit Facility) of not less than 3.00 to 1.00. In addition, the Ciner Resources Credit Facility contains events of default customary for transactions of this nature, including (i) failure to make payments required under the Ciner Resources Credit Facility, (ii) events of default resulting from failure to comply with covenants and financial ratios, (iii) the occurrence of a change of control, (iv) the institution of insolvency or similar proceedings against the Partnership or its material subsidiaries and (v) the occurrence of a default under any other material indebtedness the Partnership (or any of its subsidiaries) may have, including the Ciner Wyoming Credit Facility. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Ciner Resources Credit Facility, the lenders may terminate all outstanding commitments under the Ciner Resources Credit Facility and may declare any outstanding principal of the Ciner Resources Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable. Under the Ciner Resources Credit Facility, a change of control is triggered if Ciner Corp and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of, Ciner Holdings or Ciner GP (or any entity that performs the functions of the Partnership’s general partner). In addition, a change of control would be triggered if the Partnership ceases to own at least 50.1% of the economic interests in Ciner Wyoming or ceases to have the ability to elect a majority of the members of Ciner Wyoming’s board of managers. Loans under the Ciner Resources Credit Facility bear interest at our option at either: • a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus 0.50% , (ii) the administrative agent’s prime rate in effect on such day or (iii) one-month LIBOR plus 1.0% , in each case, plus an applicable margin; or • Eurodollar Rate plus an applicable margin; provided , that with respect to an applicable loan, if the Eurodollar Rate cannot be determined by the administrative agent or if the administrative agent or certain lenders determined that the Eurodollar Rate does not adequately and fairly reflect the cost to such lenders of funding an applicable loan, the administrative agent in consultation with Ciner Resources, may establish an alternative interest rate for the applicable loan. The unused portion of the Ciner Resources Credit Facility is subject to an unused line fee ranging from 0.225% to 0.300% based on our then current consolidated leverage ratio. At March 31, 2020 , the Partnership was in compliance with all financial covenants of the Ciner Resources Credit Facility. WE Soda and Ciner Enterprises Facilities Agreement On August 1, 2018, Ciner Enterprises, the entity that indirectly owns and controls our general partner, refinanced its existing credit agreement and entered into a new facilities agreement, to which WE Soda and Ciner Enterprises (as borrowers), and KEW Soda, WE Soda, certain related parties and Ciner Enterprises, Ciner Holdings and Ciner Corp (as original guarantors and together with the borrowers, the “Ciner obligors”), are parties (as amended and restated or otherwise modified, the “Facilities Agreement”), and certain related finance documents. The Facilities Agreement expires on August 1, 2025. Even though neither the Partnership nor Ciner Wyoming is a party or a guarantor under the Facilities Agreement, while any amounts are outstanding under the Facilities Agreement we will be indirectly affected by certain affirmative and restrictive covenants that apply to WE Soda and its subsidiaries (which include us). Besides the customary covenants and restrictions, the Facilities Agreement includes provisions that, without a waiver or amendment approved by lenders whose commitments are more than 66-2/3% of the total commitments under the Facilities Agreement to undertake such action, would (i) prevent transactions with our affiliates that could reasonably be expected to materially and adversely affect the interests of certain finance parties, (ii) restrict the ability to amend our limited partnership agreement or the general partner’s limited liability company agreement or our other constituency documents if such amendment could reasonably be expected to materially and adversely affect the interests of the lenders to the Facilities Agreement; and (iii) prevent actions that enable certain restrictions or prohibitions on our ability to upstream cash (including via distributions) to the borrowers under the Facilities Agreement. In addition, while the general partner’s interest is not subject to a lien under the Facilities Agreement, Ciner Enterprises’ ownership in Ciner Holdings, which directly owns the general partner, is subject to a lien under the Facilities Agreement, which enables the lenders under the Facilities Agreement to foreclose on such collateral and take control of the general partner if any of WE Soda or KEW Soda or certain of their related parties, or Ciner Enterprises, Ciner Corp or Ciner Holdings is unable to satisfy its respective obligations under the Facilities Agreement. As of March 31, 2020, WE Soda was in compliance with the covenants under the Facilities Agreement. However given the uncertainty surrounding the negative financial impact of COVID-19 on the economy, WE Soda management anticipates that, in the absence of a waiver, there are scenarios whereby WE Soda may not be in compliance with certain covenants within the next 12 months and there is no assurance that such waiver may be obtained, if required. |