Indebtedness | . INDEBTEDNESS Long-Term Debt The following table presents our long-term indebtedness: June 30, December 31, Series Due 2015 2014 (In Thousands) IPL first mortgage bonds (see below): 4.90% (1) January 2016 $ 30,000 $ 30,000 4.90% (1) January 2016 41,850 41,850 4.90% (1) January 2016 60,000 60,000 5.40% (2) August 2017 24,650 24,650 3.875% (1) August 2021 55,000 55,000 3.875% (1) August 2021 40,000 40,000 4.55% (1) December 2024 40,000 40,000 6.60% January 2034 100,000 100,000 6.05% October 2036 158,800 158,800 6.60% June 2037 165,000 165,000 4.875% November 2041 140,000 140,000 4.65% June 2043 170,000 170,000 4.50% June 2044 130,000 130,000 Unamortized discount – net (2,898 ) (2,940 ) Total IPL first mortgage bonds 1,152,402 1,152,360 Total Long-term Debt – IPL 1,152,402 1,152,360 Long-term Debt – IPALCO: 7.25% Senior Secured Notes April 2016 33,530 400,000 5.00% Senior Secured Notes May 2018 400,000 400,000 3.45% Senior Secured Notes July 2020 405,000 — Unamortized discount – net (481 ) (1,347 ) Total Long-term Debt – IPALCO 838,049 798,653 Total Consolidated IPALCO Long-term Debt 1,990,451 1,951,013 Less: Current Portion of Long-term Debt 165,380 — Net Consolidated IPALCO Long-term Debt $ 1,825,071 $ 1,951,013 (1) First mortgage bonds are issued to the Indiana Finance Authority, to secure the loan of proceeds from the tax-exempt bonds issued by the Indiana Finance Authority. (2) First mortgage bonds are issued to the city of Petersburg, Indiana, to secure the loan proceeds from various tax-exempt instruments issued by the city. Line of Credit In May 2014, IPL entered into an amendment and restatement of its 5 -year $250 million revolving credit facility (the “Credit Agreement”) with a syndication of banks. This Credit Agreement is an unsecured committed line of credit to be used: (i) to finance capital expenditures; (ii) to refinance indebtedness under the existing credit agreement; (iii) to support working capital; and (iv) for general corporate purposes. This agreement matures on May 6, 2019 , and bears interest at variable rates as described in the Credit Agreement. It includes an uncommitted $150 million accordion feature to provide IPL with an option to request an increase in the size of the facility at any time during the term of the agreement, subject to approval by the lenders. Prior to execution, IPL and IPALCO had existing general banking relationships with the parties in this agreement. As of June 30, 2015 and December 31, 2014 , IPL had $55.0 million and $0.0 million of outstanding borrowings on the committed line of credit, respectively. IPL First Mortgage Bonds IPALCO has classified its outstanding $131.9 million aggregate principal amount of 4.90% IPL first mortgage bonds as short-term indebtedness as they are due January 2016. Management plans to refinance these bonds with new debt. In the event that we are unable to refinance these bonds on acceptable terms, IPL has available borrowing capacity on its revolving credit facility that could be used to satisfy the obligation. IPALCO's Senior Secured Notes In June 2015, IPALCO completed the sale of the 2020 IPALCO Notes pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The 2020 IPALCO Notes were issued pursuant to an Indenture dated June 25, 2015, by and between IPALCO and U.S. Bank, National Association, as trustee. The 2020 IPALCO Notes were priced to the public at 99.929% of the principal amount. Net proceeds to IPALCO were approximately $399.5 million after deducting underwriting costs and estimated offering expenses. These costs are being amortized to the maturity date using the effective interest method. We used the net proceeds from this offering to fund the purchase of the 2016 IPALCO Notes validly tendered and pay for a related consent solicitation, to redeem any 2016 IPALCO Notes that remained outstanding after the completion of the tender, and to pay certain related fees, expenses and make-whole premiums. Of the 2016 IPALCO Notes outstanding, $366.5 million were tendered in June 2015. The remainder, $33.5 million , was classified as short-term indebtedness and redeemed in July 2015. An early tender premium was paid related to the tender offer and a redemption premium was paid related to the redemption of the 2016 IPALCO Notes. A loss on early extinguishment of debt of $19.3 million for the 2016 IPALCO Notes tendered in June 2015 is included as a separate line item within Other Income and (Deductions) in the accompanying Unaudited Condensed Consolidated Statements of Operations. The 2020 IPALCO Notes are secured by IPALCO's pledge of all of the outstanding common stock of IPL. The lien on the pledged shares is shared equally and ratably with IPALCO's existing senior secured notes. IPALCO has entered into a Pledge Agreement Supplement with the Bank of New York Mellon Trust Company, N.A., as Collateral Agent, dated June 25, 2015, to the Pledge Agreement between IPALCO and The Bank of New York Mellon Trust Company, N.A., dated November 14, 2001, as supplemented by a Pledge Agreement Supplement dated April 15, 2008 and a Pledge Agreement Supplement dated May 18, 2011, each by IPALCO in favor of the Collateral Agent. IPALCO has also agreed to register the 2020 IPALCO Notes under the Securities Act by filing an exchange offer registration statement or, under specified circumstances, a shelf registration statement with the SEC pursuant to a Registration Rights Agreement that IPALCO entered into with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the initial purchasers of the 2020 IPALCO Notes. |