DEBT | DEBT Long-term debt, net of debt issuance costs, consisted of the following: As of (In millions) September 30, 2021 December 31, 2020 Prior Ciner Wyoming Credit Facility, secured principal expiring on August 1, 2022, variable interest rate as a weighted average rate of 2.50% and 2.25% at September 30, 2021 and December 31, 2020, respectively $ 105.0 $ 102.5 Ciner Wyoming Equipment Financing Arrangement with maturity date of March 26, 2028, fixed interest rate of 2.479% 25.3 27.6 Ciner Resources Credit Facility, secured principal expiring on August 1, 2022, variable interest rate as a weighted average rate of 2.25% at December 31, 2020 — 1.0 Total debt 130.3 131.1 Current portion of long-term debt 3.0 3.0 Total long-term debt $ 127.3 $ 128.1 Aggregate maturities required on long-term debt as of September 30, 2021 are due in future years as follows: (In millions) Amount 2021 $ 0.8 2022 3.1 2023 3.2 2024 3.3 2025 3.3 Thereafter 116.8 Total $ 130.5 Ciner Wyoming Equipment Financing Arrangement On March 26, 2020, Ciner Wyoming and Banc of America Leasing & Capital, LLC, as lender (the “Equipment Financing 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 (as amended, 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 the Equipment Financing Lender, Ciner Wyoming granted to the Equipment Financing 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) prior to the Third Amendment to the Master Agreement (as defined below), incorporated all covenants in the Prior Ciner Wyoming Credit Facility, now or hereinafter existing, or in any applicable replacement credit facility accepted in writing by the Equipment Financing Lender, 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, and after the Third Amendment to the Master Agreement incorporates all covenants in the Ciner Wyoming Credit Facility (as defined below) now or hereinafter existing, or in any applicable replacement credit facility accepted in writing by the Equipment Financing Lender, 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, and (2) includes customary events of default subject to applicable grace periods, including, among others, (i) payment defaults, (ii) certain mergers or the occurrence of a change of control as a result of which Ciner Wyoming is directly or indirectly controlled by persons or entities not currently directly or indirectly controlling Ciner Wyoming, (iii) cross defaults with certain other indebtedness (a) to which the Equipment Financing 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 Equipment Financing 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 the Equipment Financing 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 the Equipment Financing Lender an additional prepayment amount determined by the amount of principal balance prepaid and the date such prepayment is made. In connection with the Second Amendment to the Master Agreement (as defined below), the Master Agreement was amended to incorporate, among other things, the modified covenants set forth in the Second Amendment to the Master Agreement related to consolidated leverage ratios of Ciner Wyoming. Ciner Wyoming’s balance under the Ciner Wyoming Equipment Financing Arrangement as of September 30, 2021 was $25.5 million ($25.3 million net of financing costs). In connection with the event of default (the “Facilities Agreement Default”) under the Facilities Agreement (as defined below) that arose in February 2021 (as defined and described below in the WE Soda and Ciner Enterprises Facilities Agreement section), Ciner Wyoming entered into a second amendment to the Master Agreement (the “Second Amendment to the Master Agreement”) on March 5, 2021. Such amendment modified the definition of change of control under the Master Agreement in order to prevent an event of default thereunder that could have otherwise resulted from the Facilities Agreement lenders foreclosing on certain equity interests in Ciner Holdings (the “Equity Default Remedy”) as a remedy for the Facilities Agreement Default, or as a remedy for future events of default under the Facilities Agreement. As of September 30, 2021, Ciner Wyoming was in compliance with all financial covenants of the Ciner Wyoming Equipment Financing Arrangement, as amended. On October 28, 2021, in connection with the entry into the Ciner Wyoming Credit Facility (which replaced the Prior Ciner Wyoming Credit Facility), Ciner Wyoming and the Equipment Financing Lender entered into the Third Amendment to the Master Agreement, dated as of March 25, 2020 (the “Third Amendment to the Master Agreement”), in order to amend and restate all covenants 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 to conform with the Ciner Wyoming Credit Facility. Management is not aware of any current circumstances that would result in an event of default under the Ciner Wyoming Equipment Financing Arrangement in the next twelve months. Prior Ciner Wyoming Credit Facility On August 1, 2017, Ciner Wyoming entered into a Credit Agreement (as amended, the “Prior 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. The Prior Ciner Wyoming Credit Facility was a $225.0 million senior secured revolving credit facility with a syndicate of lenders, which would have matured on the fifth anniversary of the closing date of such credit facility. The Prior Ciner Wyoming Credit Facility provided for revolving loans to fund working capital requirements, and capital expenditures, to consummate permitted acquisitions and for all other lawful partnership purposes. The Prior Ciner Wyoming Credit Facility had an accordion feature that allowed 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 Prior Ciner Wyoming Credit Facility included 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. In addition, the Prior Ciner Wyoming Credit Facility contained various covenants and restrictive provisions that limited (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 Prior Ciner Wyoming Credit Facility contained events of default customary for transactions of this nature, including (i) failure to make payments required under the Prior Ciner Wyoming Credit Facility, (ii) failure to comply with covenants and financial ratios in the Prior 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. Loans under the Prior 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 has ceased or will cease to be provided, if the regulatory supervisor for the administrator of the Eurodollar Rate or a governmental authority having jurisdiction over the administrative agent determine that the Eurodollar Rate is no longer representative or if the administrative agent determines that similar U.S. dollar-denominated credit facilities are being executed or modified to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Rate, the administrative agent and Ciner Wyoming may establish an alternative interest rate for the applicable loan. The Prior Ciner Wyoming Credit Facility had an interest rate floor of 0.50%. The unused portion of the Prior Ciner Wyoming Credit Facility was subject to a per annum commitment fee and the applicable margin of the interest rate under the Prior Ciner Wyoming Credit Facility was determined as follows: Pricing Tier Leverage Ratio Eurodollar Rate Loans Base Rate Commitment 1 < 1.25:1.0 1.500% 0.500% 0.250% 2 ≥ 1.25:1.0 but < 1.75:1.0 1.750% 0.750% 0.275% 3 ≥ 1.75:1.0 but < 2.25:1.0 2.000% 1.000% 0.300% 4 ≥ 2.25:1.0 but < 3.00:1.0 2.250% 1.250% 0.375% 5 ≥ 3.00:1.0 but < 3.50:1.0 2.500% 1.500% 0.375% 6 ≥ 3.50:1.0 but < 4.00:1.0 2.750% 1.750% 0.425% 7 ≥ 4.00:1.0 3.000% 2.000% 0.475% In connection with the Facilities Agreement Default (defined below), Ciner Wyoming entered into a Third Amendment to the Prior Ciner Wyoming Credit Facility (the “Third Amendment”) in order to prevent an event of default thereunder that could have otherwise resulted from the Facilities Agreement lenders exercising the Equity Default Remedy as a remedy for the Facilities Agreement Default, or a future event of default under the Facilities Agreement. Such amendment (i) modified the definition of change of control to exclude any change in control that could arise from lender actions under the Facilities Agreement relating to any events of default under the Facilities Agreement; (ii) reduced the leverage ratio to 3.00 to 1.00 for the quarter ended June 30, 2021 and each fiscal quarter thereafter (from amendments prior to the Third Amendment, a leverage ratio of 4.50 to 1.0 or lower was required for the quarter ended March 31, 2021 and an interest coverage ratio of not less than 3.00 to 1.0 is required); and (iii) added a covenant that any borrowings under the Wyoming Credit Facility are secured by substantially all of Ciner Wyoming’s personal property, subject to certain exclusions. As of September 30, 2021, Ciner Wyoming was in compliance with all financial covenants of the Prior Ciner Wyoming Credit Facility. On October 28, 2021, Ciner Wyoming terminated the Prior Ciner Wyoming Credit Facility and entered into the Ciner Wyoming Credit Facility as described below. 2021 Ciner Wyoming Credit Facility On October 28, 2021, Ciner Wyoming entered into a new $225.0 million senior secured revolving credit facility (the “Ciner Wyoming Credit Facility”) with each of the lenders listed on the respective signature pages thereof and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer. The Ciner Wyoming Credit Facility matures on October 28, 2026. On closing , the amount drawn under this new Ciner Wyoming Credit Facility approximated the amount outstanding under the Prior Ciner Wyoming Credit Facility at September 30, 2021. The Ciner Wyoming Credit Facility provides, among other things: • a sublimit up to $40.0 million for the issuance of standby letters of credit and a sublimit up to $20.0 million for swingline loans; • an accordion feature that enables Ciner Wyoming to increase the revolving borrowings under the Ciner Wyoming Credit Facility by up to an additional $250.0 million (subject to certain conditions); • in addition to the aforementioned revolving borrowings, an ability to incur up to $225 million of additional term loan facility indebtedness to finance Ciner Wyoming’s capacity expansion capital expenditures; (subject to certain conditions); • a pledge by Ciner Wyoming of substantially all of Ciner Wyoming’s assets (subject to certain exceptions), including: (i) all present and future shares of any subsidiaries of Ciner Wyoming (whether now existing or hereafter created) and (ii) all personal property of Ciner Wyoming (subject to certain conditions); • contains various covenants and restrictive provisions that limit (subject to certain exceptions) Ciner Wyoming’s ability to: (i) incur certain liens or permit them to exist; (ii) incur or guarantee additional indebtedness; (iii) make certain investments and acquisitions related to Ciner Wyoming’s operations in Wyoming); (iv) merge or consolidate with another company; (v) transfer, sell or otherwise dispose of assets, (vi) make distributions; (vii) change the nature of Ciner Wyoming’s business; and (viii) enter into certain transactions with affiliates; • a requirement to maintain a quarterly consolidated leverage ratio of not more than 3.25:1:00; provided, however, subject to certain conditions, Ciner Wyoming shall have the ability to increase the maximum consolidated leverage ratio to 3.75:1.00 for a year while Ciner Wyoming is undertaking capacity expansion capital expenditures; • a requirement to maintain a quarterly consolidated interest coverage ratio of not less than 3.00:1.00; and • customary events of default 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, (iii) the occurrence of a voluntary change of control, as a result of which Ciner Wyoming is directly or indirectly controlled by persons or entities not currently directly or indirectly controlling Ciner Wyoming, (iv) the institution of insolvency or similar proceedings against Ciner Wyoming, and (v) the occurrence of a cross default under any other material indebtedness Ciner Wyoming may have. Upon the occurrence of an event of default, in their discretion, the Ciner Wyoming Credit Facility lenders may exercise certain remedies, including, among others, accelerating the maturity of any outstanding loans, accrued and unpaid interest and all other amounts owing and payable such that all amounts thereunder will become immediately due and payable, and if not timely paid upon such acceleration, to charge Ciner Wyoming a default rate of interest on all amounts outstanding under the Ciner Wyoming Credit Facility. However, upon the occurrence of an involuntary change of control of Ciner Wyoming, including the Facilities Agreement lenders exercising their Equity Default Remedy in case of a default of the Facilities Agreement, and after the passage of time as specified in the Ciner Wyoming Credit Facility, Ciner Wyoming’s debt thereunder would be accelerated. In addition, loans under the Ciner Wyoming Credit Facility (other than any swingline loans) will bear interest at Ciner Wyoming’s option at either: • a base rate, which equals the highest of (i) Bank of America’s prime rate, (ii) the federal funds rate then in effect on such day, plus 0.50%; (iii) one-month Bloomberg Short-Term Bank Yield Index (“BSBY”) adjusted daily rate, plus 1.0%; and (iv) 1.0%, plus, in each case, an applicable margin range from 0.50% to 1.75% based on the consolidated leverage ratio of Ciner Wyoming; or • a BSBY rate for interest periods of one, three or six months, plus, in each case, an applicable margin range from 1.50% to 2.75% based on the consolidated leverage ratio of Ciner Wyoming. In addition, if a BSBY rate ceases to exist for any period, loans under the Ciner Wyoming Credit Facility will bear interest based on alternative indexes (including the secured overnight financing rate), plus an applicable margin. The unused portion of the Ciner Wyoming Credit Facility is subject to a quarterly fee ranging from 0.225% to 0.350% based on the consolidated leverage ratio of Ciner Wyoming. Management is not aware of any current circumstances that would result in an event of default under the Ciner Wyoming Credit Facility in the next twelve months. 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. The Ciner Resources Credit Facility was a $10.0 million senior secured revolving credit facility with a syndicate of lenders, that would have matured on the fifth anniversary of the closing date of such credit facility. The Ciner Resources Credit Facility provided 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 Partnership’s obligations under the Ciner Resources Credit Facility were 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 were 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. On March 8, 2021, the Partnership terminated the Ciner Resources Credit Facility and repaid in full its obligations thereunder. WE Soda and Ciner Enterprises Facilities Agreement Ciner Enterprises, the entity that indirectly owns and controls the Partnership, has a credit agreement and certain related finance documents, to which WE Soda and Ciner Enterprises (as borrowers), and KEW Soda, WE Soda, WE Soda Kimya Yatırımları Anonim Şirketi, Ciner Kimya Yatırımları Sanayi ve Ticaret Anonim Şirketi, 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”). The Facilities Agreement expires on August 1, 2025. Even though neither we nor Ciner Wyoming are 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 certain transactions (including loans) with our affiliates, including such transactions 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, (iii) restrict the amount of certain of our capital expenditures if certain ratios are not achieved by the Ciner Obligors thereunder and (iv) prevent actions that enable certain restrictions or prohibitions on our ability to upstream cash (including via distributions) to the borrowers under the Facilities Agreement. The restrictions to the Partnership’s expansion capital expenditures, which existed at December 31, 2020, March 31, 2021, and June 30, 2021, no longer exists as of September 30, 2021 as the Ciner Obligors’ applicable ratios met the specified levels pursuant to the Facilities Agreement. In addition, Ciner Enterprises’ ownership in Ciner Holdings 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 Ciner Holdings, which controls the general partner of the Partnership, if any of the borrowers or guarantors under the Facilities Agreement are unable to satisfy its respective obligations under the Facilities Agreement. In February 2021, Ciner Wyoming was informed that an event of default under the Facilities Agreement had arisen and that the Ciner Obligors were working with the Facilities Agreement lenders to resolve this Facilities Agreement Default. In order to prevent an event of default under each of the Ciner Wyoming Equipment Financing Arrangement and Prior Ciner Wyoming Credit Facility, which could have otherwise resulted from the Facilities Agreement lenders exercising their Equity Default Remedy, Ciner Wyoming entered into the Second Amendment to the Master Agreement and the Third Amendment to the Prior Ciner Wyoming Credit Facility to modify the related definitions of change of control as described above. Furthermore, we terminated the Ciner Resources Credit Facility and repaid in full our obligations thereunder. On April 19, 2021 and June 18, 2021, WE Soda and Ciner Enterprises obtained waivers that waived all identified events of default through those dates. As such, all identified events of default under the Facilities Agreement have been waived and management is not aware of any current circumstances that would result in an event of default under the Facilities Agreement as of September 30, 2021. |