Indebtedness | DEBT Long-Term Debt The following table presents our long-term debt: September 30, December 31, Series Due 2016 2015 (In Thousands) IPL first mortgage bonds: 5.40% (1) August 2017 $ 24,650 $ 24,650 3.875% (2) August 2021 55,000 55,000 3.875% (2) August 2021 40,000 40,000 4.55% (2) 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 4.70% September 2045 260,000 260,000 4.05% May 2046 350,000 — Unamortized discount – net (6,508 ) (4,242 ) Deferred financing costs (3) (18,043 ) (13,703 ) Total IPL first mortgage bonds 1,608,899 1,265,505 IPL unsecured debt: Variable (4) December 2020 30,000 30,000 Variable (4) December 2020 60,000 60,000 Total IPL unsecured debt 90,000 90,000 Total Long-term Debt – IPL 1,698,899 1,355,505 Long-term Debt – IPALCO: 5.00% Senior Secured Notes May 2018 400,000 400,000 3.45% Senior Secured Notes July 2020 405,000 405,000 Unamortized discount – net (311 ) (371 ) Deferred financing costs (3) (5,475 ) (6,858 ) Total Long-term Debt – IPALCO 799,214 797,771 Total Consolidated IPALCO Long-term Debt $ 2,498,113 $ 2,153,276 Less: Current Portion of Long-term Debt 24,650 — Net Consolidated IPALCO Long-term Debt $ 2,473,463 $ 2,153,276 (1) First mortgage bonds are issued to the city of Petersburg, Indiana, to secure the loan of proceeds from tax-exempt bonds issued by the city. (2) First mortgage bonds are issued to the Indiana Finance Authority, to secure the loan of proceeds from tax-exempt bonds issued by the Indiana Finance Authority. (3) The Company adopted ASU No. 2015-03 on January 1, 2016, which requires the use of the full retrospective approach with respect to the presentation of debt issuance costs, including deferred charges. (4) Unsecured notes are issued to the Indiana Finance Authority by IPL to facilitate the loan of proceeds from various tax-exempt notes issued by the Indiana Finance Authority. The notes have a final maturity date of December 2038, but are subject to a mandatory put in December 2020. Significant Transactions IPL First Mortgage Bonds In September 2015, IPL issued $260 million aggregate principal amount of first mortgage bonds, 4.70% Series, due September 2045, pursuant to Rule 144A and Regulation S under the Securities Act. Net proceeds from this offering were approximately $255.6 million , after deducting the initial purchasers’ discounts and fees and expenses for the offering. The net proceeds from the offering were used to finance a portion of IPL’s construction program and capital costs related to environmental and replacement generation projects and for other general corporate purposes. In May 2016, IPL issued $350 million aggregate principal amount of first mortgage bonds, 4.05% Series, due May 2046, pursuant to Rule 144A and Regulation S under the Securities Act. Net proceeds from this offering were approximately $343.6 million , after deducting the initial purchasers’ discounts and fees and expenses for the offering. The net proceeds from this offering were used to finance a portion of IPL’s construction program and capital costs related to environmental and replacement generation projects, to repay outstanding borrowings under IPL’s 364-day delayed-draw term loan and other short-term debt, and for other general corporate purposes. IPL Unsecured Notes In May 2016, IPL repaid $91.85 million in outstanding borrowings under its 364 -day delayed-draw term loan with a portion of the proceeds from its $350 million aggregate principal amount of first mortgage bonds as described above in “ – IPL First Mortgage Bonds . ” 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. 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 to 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 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 $22.1 million for the 2016 IPALCO Notes 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 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. IPALCO filed its registration statement on Form S-4 with respect to the 2020 IPALCO Notes with the SEC on September 28, 2015, and this registration statement was declared effective on October 15, 2015. The exchange offer was completed on November 16, 2015. Line of Credit IPL entered into an amendment and restatement of its 5 -year $250 million revolving credit facility in May 2014, and a further amendment and extension of the credit facility on October 16, 2015 (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 October 16, 2020 , 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 prior to October 16, 2019, 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 September 30, 2016 and December 31, 2015 , IPL had $25.0 million and $75.0 million in outstanding borrowings on the committed line of credit, respectively. |