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LONG-TERM DEBT
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
LONG-TERM DEBT
7. LONG-TERM DEBT

Long-term debt consisted of the following:

 
December 31,
 
2017
 
2016
 
(In thousands)
Senior Unsecured Floating Rate Notes, due December 31, 2027, net of deferred financing
 
 
 
     costs of $377
$
24,623

 
$

Senior Unsecured Fixed Rate Notes, due December 31, 2022, net of deferred financing
 
 
 
     costs of $302
19,698

 

Debt from consolidated VIE, due March 17, 2021, net of deferred financing costs of
 
 
 
     $70 and $91, respectively
4,930

 
4,909

Total long-term debt, net
$
49,251

 
$
4,909



Senior Unsecured Notes

On December 28, 2017, the Company completed a private offering and issued $25.0 million principal amount of Senior Unsecured Floating Rate Notes due 2027 (the “2027 Notes”), pursuant to an indenture dated as of December 28, 2017 (the “Indenture”), as supplemented by a supplemental indenture dated as of December 28, 2017 (“Supplemental Indenture No. 1”). The 2027 Notes bear interest, payable quarterly in arrears, at 7% above three-month LIBOR, on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2018.  Principal will be payable in full at maturity on December 31, 2027.  The interest rate payable on the 2027 Notes will increase to 8% above the three-month LIBOR during the occurrence of certain events as defined in the Indenture (generally, non-compliance with certain covenants for more than 60 days, or the occurrence of an event of default).  The 2027 Notes may be redeemed in whole or in part at a price in cash equal to 102% of the principal amount thereof, plus any accrued and unpaid interest, in the first two years after issuance, 101% of the principal amount thereof, plus any accrued and unpaid interest, in the third through fifth years after issuance, and at 100% of the principal amount thereof, plus any accrued and unpaid interest, after the fifth year after issuance.

On December 29, 2017, the Company closed an additional tranche of $20.0 million of Senior Unsecured Fixed Rate Notes due 2022 (the “2022 Notes”), pursuant to the Indenture, as supplemented by a supplemental indenture dated as of December 29, 2017 (“Supplemental Indenture No. 2”). The 2022 Notes bear interest payable quarterly in arrears at 8.375%, on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2018.  The interest rate payable on the 2022 Notes will increase by an additional 50 basis points for each notch downgrade of the Company below “BBB” by Egan Jones Rating Company or successor rating agency.  Principal on the 2022 Notes will be payable in full at maturity on December 31, 2022.  The 2022 Notes may not be early-redeemed by the Company.

If a change in control of the Company, as defined in the Indenture, occurs, the holders of the 2027 Notes and 2022 Notes will have the right to require the Company to purchase all or a portion of their notes at a price in cash equal to 102% of the principal amount thereof, plus any accrued but unpaid interest.

The 2027 Notes and 2022 Notes are senior unsecured obligations of the Company and will rank equally with all of the Company’s other future senior unsecured indebtedness. The Indenture, as supplemented by Supplemental Indenture No. 1 and Supplemental Indenture No. 2, includes customary covenants and events of default.  Among other things, the covenants: (a) restrict the ability of the Company and its subsidiaries to incur additional indebtedness or make restricted payments under certain circumstances; (b) limit the Company and its subsidiaries from creating, incurring or assuming liens other than permitted liens as defined in the indenture; (c) require the Company to maintain certain levels of reinsurance coverage while the notes remain outstanding; and (d) maintain certain financial covenants.
Other Long-Term Debt

On March 17, 2015, Monarch Holding, a wholly owned subsidiary of Monarch Delaware, the Company’s consolidated VIE, issued a promissory note with a principal amount of $5.0 million bearing 6% annual interest, due March 17, 2021, with interest payable on an annual basis due March 17 each year. The debt was issued to TransRe and is being carried at the unpaid principal balance net of deferred financing costs; any accrued and unpaid interest is recognized in other liabilities in the consolidated statement of operations.

The Company’s estimated annual aggregate amount of debt maturities includes the following:
 
 
Aggregate
For the Years Ending December 31,
 
Debt Maturities
 
 
(In thousands)
2018
 
$

2019
 

2020
 

2021
 
5,000

2022
 
20,000

Thereafter
 
25,000

Total debt maturities
 
50,000

    Less: Deferred financing costs
 
(749
)
Total debt maturities, net
 
$
49,251