Long-term Debt | 10. Long-Term Debt Description of our Debt Obligations 2015 AR Facility In March 2015, we entered into a $758 million debt financing facility with four separate tranches (collectively, with its amendments and restatement, the “2015 AR Facility”). Commercial debt financing (“Commercial Financing”) of $249 million was provided by ABN AMRO Capital USA LLC (“ABN”); ING Bank N.V., London Branch, ("ING"); DVB Bank SE ("DVB"); Citibank N.A., London Branch (“Citi”); and Commonwealth Bank of Australia, New York Branch, ("CBA") (collectively the "Commercial Lenders"), while the Export Import Bank of Korea ("KEXIM") directly provided $204 million of financing (“KEXIM Direct Financing”). The remaining $305 million of financing was provided under tranches guaranteed by KEXIM of $202 million (“KEXIM Guaranteed”) and insured by the Korea Trade Insurance Corporation ("K-sure") of $103 million (“K-sure Insured”). Financing under the KEXIM guaranteed and K-sure insured tranches are provided by certain Commercial Lenders; Deutsche Bank AG; and Santander Bank, N.A. As of March 31, 2021, the debt financing was secured by, among other things, fifteen of our ECO VLGCs. On April 29, 2020, we amended and restated the 2015 AR Facility to among other things, refinance the commercial tranche from the 2015 AR Facility (the “Original Commercial Tranche”). Pursuant to the April 2020 amendment and restatement of the 2015 AR Facility, certain new facilities (the “New Facilities”) were made available to us, including (i) a new senior secured term loan facility in an aggregate principal amount of $155.8 million, a portion of which was used to prepay in full the outstanding principal amount under the Original Commercial Tranche and the balance for general corporate purposes and (ii) a new senior secured revolving credit facility in an aggregate principal amount of up to $25.0 million, which we intend to use for general corporate purposes. On July 14, 2020 (with retroactive effect to June 30, 2020), we amended the 2015 AR Facility and received approvals from those lenders constituting the “Required Lenders” under the 2015 AR Facility, as applicable, to modify certain financial and security covenants to reflect the Company’s current financial condition. The 2015 AR Facility contains various covenants providing for, among other things, maintenance of certain financial ratios and certain limitations on payment of dividends, investments, acquisitions and indebtedness. The 2015 AR Facility is secured by, among other things, (i) first priority Bahamian mortgages on the vessels financed; (ii) first priority assignments of all of the financed vessels’ insurances, earnings, requisition compensation, and management agreements; (iii) first priority security interests in respect of all issued shares or limited liability company interests of the borrowers and vessel-owning guarantors; (iv) first priority charter assignments of all of the financed vessels’ long-term charters; (v) assignments of the interests of any ship manager in the insurances of the financed vessels; (vi) an assignment by the borrower of any bank, deposit or certificate of deposit opened in accordance with the facility; and (vii) a guaranty by the Company guaranteeing the obligations of the borrower and other guarantors under the facility agreement. The 2015 AR Facility further provides that the facility is to be secured by assignments of the borrower’s rights under any hedging contracts in connection with the facility, but such assignments have not been entered into at this time. The 2015 AR Facility also contains customary covenants that require us to maintain adequate insurance coverage, properly maintain the vessels and to obtain the lender’s prior consent before changes are made to the flag, class or management of the vessels, or entry into a new line of business. The loan facility includes customary events of default, including those relating to a failure to pay principal or interest, breaches of covenants, representations and warranties, a cross-default to certain other debt obligations and non-compliance with security documents, and customary restrictions from paying dividends if an event of default has occurred and is continuing, or if an event of default would result therefrom. The following financial covenants are the most restrictive from the 2015 AR Facility with which the Company is required to comply, calculated on a consolidated basis, determined and defined according to the provisions of the loan agreement and its amendments: ● The ratio of current assets and long-term restricted cash divided by current liabilities, excluding current portion of long-term debt, shall always be greater than 1.00; ● Maintain minimum shareholders’ equity at all times equal to the aggregate of $400 million; ● The ratio of consolidated net debt to consolidated total capitalization shall not exceed 0.60 to 1.00; ● Fair market value of the mortgaged ships plus any additional security over the outstanding loan balance shall be 145%. ● ● The provision applicable to our minimum cash balance requirements were modified under the terms of the amendment to the 2015 AR Facility and as a result our minimum cash balance no longer meets the criteria to be recognized as restricted cash. Accordingly, and with retroactive effect to June 30, 2020, we no longer classify these amounts as restricted cash on our consolidated balance sheets. This requirement was reduced from $2.2 million per mortgaged vessel under the initial 2015 AR Facility to $1.0 million per mortgaged vessel per the July 14, 2020 amendment. The advances in connection with New Facilities are to be repaid on the earlier of (i) the fifth (5th) anniversary of the utilization date of the new senior secured term loan facility, described above, and (ii) March 26, 2025. The New Facilities bear interest at the rate of LIBOR plus a margin of 2.50%. The margin can be decreased by 10 basis points if the Security Leverage Ratio (which is based on our security value ratio for vessels secured under the 2015 AR Facility) is less than .40 .60 Certain terms of the borrowings under each tranche of the 2015 AR Facility are as follows: Interest Rate at Original Term Interest Rate Description (1) March 31, 2022 (2) Tranche 1 Commercial Financing 7 years (3) London InterBank Offered Rate (“LIBOR”) plus a margin (5) 3.37 % Tranche 2 KEXIM Direct Financing 12 years (4) LIBOR plus a margin of 2.45% 3.42 % Tranche 3 KEXIM Guaranteed 12 years (4) LIBOR plus a margin of 1.40% 2.37 % Tranche 4 K-sure Insured 12 years (4) LIBOR plus a margin of 1.50% 2.47 % (1) The interest rate of the 2015 AR Facility on Tranche 1 is determined in accordance with the agreement as three- or six- month LIBOR plus the applicable margin and the interest rate on Tranches 2, 3 and 4 is determined in accordance with the agreement as three- month LIBOR plus the applicable margin for the respective tranches. (2) The LIBOR rate in effect as of March 31, 2022 was 0.974030% . (3) The Commercial Financing Tranche was refinanced on April 29, 2020, to, among other things, extend the term by three years . (4) The KEXIM Direct Financing, KEXIM Guaranteed, and K-Sure tranches have put options to call for the prepayment on the final payment date of the Commercial Financing tranche subject to specific notifications and commitments for refinancing/renewal of the Commercial Financing tranche. (5) The Commercial Financing tranche margin over LIBOR at the time of its amendment and restatement described above was 2.50% and can be reduced by 10 basis points if the Security Leverage Ratio (which is based on our security value ratio for vessels secured under the 2015 AR Facility) is less than .40 or increased by 10 basis points if it is greater than or equal to .60 . We also have the potential to receive a 10 basis point increase or reduction in the margin applicable to the New Facilities for changes in our Average Efficiency Ratio (which weighs carbon emissions for a voyage against the design deadweight of a vessel and the distance traveled on such voyage). As of March 31, 2022, the set margin was 2.40% . one During the year ended March 31, 2022, portions of the 2015 AR Facility were prepaid with the refinancings of the VLGCs Constellation Commander Cratis Copernicus Chaparral Caravelle BALCAP Facility Constellation Commander Constellation Commander The corporate financial covenants related to the BALCAP Facility are identical to those in the 2015 AR Facility. We were in compliance with all financial covenants as of March 31, 2022. Corsair Japanese Financing On November 7, 2017, we refinanced a 2014-built VLGC, Corsair Corsair 2 Corsair 12-year Corsair the 12-year 12-year Concorde Japanese Financing On January 31, 2018, we refinanced a 2015-built VLGC, Concorde Concorde 3 Concorde 13-year Concorde 13-year 13-year Corvette Japanese Financing On March 16, 2018, we refinanced a 2015-built VLGC, Corvette Corvette 3 Corvette 13-year Corvette 13-year 13-year CMNL/CJNP Japanese Financing On June 25, 2018, we refinanced our 2006-built VLGC, Captain Markos NL Captain Markos NL 2 Captain Markos NL 7-year Captain Markos NL commission fees of 1.25% over the 7-year Captain Markos NL Captain Markos NL 7-year Captain Markos NL Captain John NP Captain John NP CNML Japanese Financing On June 26, 2018, we refinanced our 2008-built VLGC, Captain Nicholas ML Captain Nicholas ML 2 Captain Nicholas ML 7-year Captain Nicholas ML 7-year Captain Nicholas ML Captain Nicholas ML 7-year Captain Nicholas ML Cresques Japanese Financing Cresques Cresques 3 Cresques 12-year Cresques 12-year Cresques 12-year Cratis Japanese Financing On March 18, 2022, we refinanced a 2015-built VLGC, Cratis Cratis 3 Cratis 9-year term. The refinancing proceeds of $50.0 million were used to prepay $25.1 million of the 2015 AR Facility’s then outstanding principal amount. The remaining proceeds were, or will be, used to pay legal fees associated with this transaction and for general corporate purposes. This transaction is treated as a financing transaction and Cratis Copernicus Japanese Financing On March 18, 2022, we refinanced a 2015-built VLGC, Copernicus Copernicus 3 Copernicus 9-year Copernicus 9-year Chaparral Japanese Financing On March 29, 2022, we refinanced a 2015-built VLGC, Chaparral Chaparral 3 5 Chaparral Chaparral 7-year Caravelle Japanese Financing On March 31, 2022, we refinanced a 2016-built VLGC, Caravelle Caravelle 3 Caravelle 10-year Caravelle continues to be recorded as an asset on our balance sheet. This debt financing has a fixed interest rate of 4.2%, not including financing costs of $0.3 million, monthly broker commission fees of 1.25% over the 10-year Debt Obligations The table below presents our debt obligations: March 31, 2022 March 31, 2021 2015 AR Facility Commercial Financing $ 91,651,888 $ 155,205,698 KEXIM Direct Financing 44,406,733 89,474,512 KEXIM Guaranteed 47,190,358 93,997,081 K-sure Insured 23,132,295 46,333,895 Total 2015 AR Facility $ 206,381,274 $ 385,011,186 Japanese Financings Corsair Japanese Financing $ 37,645,833 $ 40,895,833 Concorde Japanese Financing 42,269,231 45,500,000 Corvette Japanese Financing 42,807,692 46,038,462 CMNL/CJNP Japanese Financing — 16,706,845 CNML Japanese Financing — 18,855,655 Cresques Japanese Financing 45,660,000 49,080,000 Cratis Japanese Financing 49,660,000 — Copernicus Japanese Financing 49,660,000 — Chaparral Japanese Financing 64,662,242 — Caravelle Japanese Financing 49,700,000 — Total Japanese Financings $ 382,064,998 $ 217,076,795 BALCAP Facility $ 81,574,172 $ — Total debt obligations $ 670,020,444 $ 602,087,981 Less: deferred financing fees 7,257,486 10,615,937 Debt obligations—net of deferred financing fees $ 662,762,958 $ 591,472,044 Presented as follows: Current portion of long-term debt $ 72,075,571 $ 51,820,283 Long-term debt—net of current portion and deferred financing fees 590,687,387 539,651,761 Total $ 662,762,958 $ 591,472,044 Deferred Financing Fees Financing costs Balance, April 1, 2020 $ 11,152,985 Additions 4,158,312 Amortization (4,695,360) Balance, March 31, 2021 $ 10,615,937 Additions 2,530,589 Amortization (5,889,040) Balance, March 31, 2022 $ 7,257,486 Future Cash Payments for Debt The minimum annual principal payments, in accordance with the loan agreements, required to be made after March 31, 2022 are as follows: Year ending March 31: 2023 $ 72,075,571 2024 47,490,194 2025 128,146,403 2026 48,265,607 2027 93,060,886 Thereafter 280,981,783 Total $ 670,020,444 |