Debt | 9 Months Ended |
Sep. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Note 11 — Debt |
RNP Credit Agreement |
On April 12, 2013, RNP and Rentech Nitrogen Finance Corporation, a wholly owned subsidiary of RNP (“Finance Corporation”), entered into a credit agreement (the “RNP Credit Agreement”). The RNP Credit Agreement consisted of a $35.0 million senior secured revolving credit facility. As of December 31, 2013, there were no outstanding borrowings under the RNP Credit Agreement. The RNP Credit Agreement was terminated on July 22, 2014 and replaced with the GE Credit Agreement (defined below). The termination of the RNP Credit Agreement resulted in a loss on debt extinguishment of $0.6 million for the three and nine months ended September 30, 2014. |
RNHI Revolving Loan |
On September 23, 2013, Rentech Nitrogen Holdings, Inc. (“RNHI”), an indirect wholly owned subsidiary of Rentech, obtained a $100.0 million revolving loan facility (“RNHI Revolving Loan”) by entering into a credit agreement (the “RNHI Credit Agreement”) among RNHI, Credit Suisse AG, Cayman Islands Branch, as administrative agent and each other lender from time to time party thereto. On September 24, 2013, the Company borrowed $50.0 million under the facility. |
On April 9, 2014, the Company paid off the outstanding balance under the facility and terminated the RNHI Credit Agreement. The payoff of the RNHI Revolving Loan resulted in a loss on debt extinguishment of $0.9 million for the nine months ended September 30, 2014. |
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BMO Credit Agreement |
On November 25, 2013, the Company entered into a credit agreement with Bank of Montreal (the “BMO Credit Agreement”). The BMO Credit Agreement initially consisted of a $3.0 million revolving credit facility, which can be utilized as letters of credit. |
On April 8, 2014, the BMO Credit Agreement was amended to increase the amount available under the revolving credit facility from $3.0 million to $10.0 million. |
Borrowings bear a letter of credit fee of 3.75% per annum on the daily average face amount of the letters of credits outstanding during the preceding calendar quarter. The Company also is required to pay a commitment fee on the average daily undrawn portion of the credit facility at a rate equal to 0.75% per annum. This commitment fee is payable quarterly in arrears on the last day of each calendar quarter and on the termination date. The BMO Credit Agreement will terminate on November 25, 2015. At September 30, 2014, letters of credit totaling $9.7 million had been issued. At December 31, 2013, letters of credit totaling $1.1 million had been issued. |
GSO Credit Agreement |
On April 9, 2014, RNHI (the “Borrower”), entered into a Term Loan Credit Agreement (the “GSO Credit Agreement”) among the Borrower, certain funds managed by or affiliated with GSO Capital Partners LP (“GSO Capital”), as lenders, Credit Suisse AG, Cayman Islands Branch, as administrative agent and each lender from time to time party thereto. The Company expects that borrowings from the facility will be used to fund the acquisition and development of its wood fibre business, which consists of its wood chipping and wood pellet businesses, and for general corporate purposes. |
The facility consists of a $50.0 million term loan facility, with a five-year maturity. The obligations of the Borrower under the facility are unconditionally guaranteed by the Company and are secured by 2,762,431 common units of RNP owned by the Borrower. The term loan facility was subject to a 2.00% original issue discount. |
Borrowings under the facility bear interest at a rate equal to LIBOR (with a floor of 1.00%) plus 7.00% per annum. In the event the Company prepays the facility prior to its first anniversary from funds other than those generated through certain sales of assets and under certain conditions, it will be required to pay a prepayment fee equal to 1.00% of the amount of the prepayment. |
The GSO Credit Agreement provides for a $75.0 million incremental term loan facility (the “Accordion Facility”). The Accordion Facility allows the Company, at any time before April 9, 2019, to borrow additional funds under the terms of the GSO Credit Agreement from any of the lenders, if such lenders agree to lend any additional amounts. |
GE Credit Agreement |
On July 22, 2014, RNP replaced the RNP Credit Agreement by entering into a new credit agreement (the “GE Credit Agreement”) by and among RNP and Finance Corporation as borrowers (the “GE Borrowers”), certain subsidiaries of RNP, as guarantors, General Electric Capital Corporation, for itself as agent for the lenders party thereto, the other financial institutions party thereto, and GE Capital Markets, Inc., as sole lead arranger and bookrunner. |
The GE Credit Agreement consists of a $50.0 million senior secured revolving credit facility (the “GE Credit Facility”) with a $10.0 million letter of credit sublimit. RNP expects that the GE Credit Agreement will be used to fund growth projects, working capital needs, letters of credit and for other general partnership purposes. |
Borrowings under the GE Credit Agreement bear interest at a rate equal to an applicable margin plus, at the GE Borrowers’ option, either (a) in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the federal funds rate plus 0.5% or (3) LIBOR for an interest period of one month plus 1.00% or (b) in the case of LIBOR borrowings, the offered rate per annum for deposits of dollars for the applicable interest period on the day that is two business days prior to the first day of such interest period. The applicable margin for borrowings under the GE Credit Agreement is 2.25% with respect to base rate borrowings and 3.25% with respect to LIBOR borrowings. |
The GE Borrowers are required to pay a fee to the lenders under the GE Credit Agreement on the average undrawn available portion of the GE Credit Facility at a rate equal to 0.50% per annum. If letters of credit are issued, the GE Borrowers will also pay a fee to the lenders under the GE Credit Agreement at a rate equal to the product of the average daily undrawn face amount of all letters of credit issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the applicable margin with respect to LIBOR borrowings. The GE Borrowers are also required to pay customary letter of credit fees on issued letters of credit. In the event the GE Borrowers reduce or terminate the commitments under the GE Credit Facility on or prior to the 18-month anniversary of the closing date, the GE Borrowers shall pay a prepayment fee equal to 1.0% of the amount of the commitment reduction. |
The GE Credit Agreement terminates on July 22, 2019. The GE Borrowers may voluntarily prepay their utilization and/or permanently cancel all or part of the available commitments under the GE Credit Agreement in minimum increments of $5.0 million (subject to the prepayment fee described above). Amounts repaid may be reborrowed. Borrowings under the GE Credit Agreement will be subject to mandatory prepayment under certain circumstances, with customary exceptions, from the proceeds of permitted dispositions of assets and from certain insurance and condemnation proceeds. |
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RNLLC, RNPLLC and Rentech Nitrogen Pasadena Holdings, LLC guarantee the GE Credit Agreement. The obligations under the GE Credit Agreement and the subsidiary guarantees thereof are secured by the same collateral securing the RNP Notes, which includes substantially all the assets of RNP and its subsidiaries. After the occurrence and during the continuation of an event of default, proceeds of any collection, sale, foreclosure or other realization upon any collateral will be applied to repay obligations under the GE Credit Agreement and the subsidiary guarantees thereof to the extent secured by the collateral before any such proceeds are applied to repay obligations under the RNP Notes. |
The GE Credit Agreement contains a number of customary representations and warranties, affirmative and negative covenants and events of default. The covenants include, among other things, compliance with environmental laws, limitations on the incurrence of indebtedness and liens, the making of investments, the sale of assets and the making of restricted payments. In the event that, on a pro forma basis, less than 30% of the commitment amount is available for borrowing on any distribution date, then in order to make a distribution on such date (a) RNP must maintain a first lien leverage ratio no greater than 1.0 to 1 on a pro forma basis and (b) the sum of (i) the undrawn amount under the GE Credit Facility and (ii) cash maintained by RNP and its subsidiaries in collateral deposit accounts must be at least $5 million (after giving effect to the distribution). In addition, before RNP can make distributions, there cannot be any default under the GE Credit Agreement. The GE Credit Agreement also contains a requirement that RNP maintain a first lien leverage ratio not to exceed 1.0 to 1 at the end of each fiscal quarter where less than 30% of the commitment is available for drawing under the GE Credit Facility or a default has occurred and is continuing. |
As of September 30, 2014, the Company had no outstanding borrowings under the GE Credit Agreement. |
NEWP Debt |
NEWP’s debt consists of two industrial revenue bonds and a real estate mortgage loan with each loan collateralized by specific property and equipment. The debt has maturity dates ranging from 2016 through 2021. As of September 30, 2014, NEWP’s debt, factoring in the interest rate swaps, had a weighted average interest rate of 5.0%. |
NEWP debt at September 30, 2014 consisted of the following (in thousands): |
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Outstanding debt | | $ | 11,334 | | | | | |
Plus: Unamortized premium | | | 388 | | | | | |
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Total outstanding debt | | $ | 11,722 | | | | | |
Less: Current portion | | | 1,872 | | | | | |
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Long-term credit facilities and term loans | | $ | 9,850 | | | | | |
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Future maturities of the NEWP debt are as follows (in thousands): |
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For the Three Months Ending December 31, 2014 and Thereafter the Years Ending | | | | | | | |
December 31, | | | | |
2014 | | $ | 457 | | | | | |
2015 | | | 1,888 | | | | | |
2016 | | | 2,424 | | | | | |
2017 | | | 1,954 | | | | | |
2018 | | | 2,032 | | | | | |
2019 | | | 1,498 | | | | | |
Thereafter | | | 1,469 | | | | | |
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| | $ | 11,722 | | | | | |
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Total Debt |
As of September 30, 2014, the Company was in compliance with all covenants under the RNP Notes, Fulghum debt, GSO Credit Agreement, NEWP debt, RNP Credit Agreement, GE Credit Agreement and BMO Credit Agreement. Total debt consisted of the following: |
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| | As of | |
| | September 30, | | | December 31, | |
2014 | 2013 |
| | (in thousands) | |
RNP Notes | | $ | 320,000 | | | $ | 320,000 | |
Fulghum debt(1) | | | 46,665 | | | | 47,452 | |
GSO Credit Agreement | | | 49,092 | | | | — | |
NEWP debt | | | 11,722 | | | | — | |
QS Construction Facility | | | 20,393 | | | | 4,527 | |
RNHI Revolving Loan | | | — | | | | 50,000 | |
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Total debt | | $ | 447,872 | | | $ | 421,979 | |
Less: Current portion | | | 15,911 | | | | 9,916 | |
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Long-term debt | | $ | 431,961 | | | $ | 412,063 | |
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-1 | Includes unamortized premium of $1.7 million as of September 30, 2014 and $2.2 million as of December 31, 2013. | | | | | | | |