Long-Term Debt

3 Months Ended

Jun. 30, 2021

Our long-term debt consists of the following at the dates indicated:


	June 30, 2021						March 31, 2021
	Face Amount		Unamortized Debt Issuance Costs (1)		Book Value		Face Amount		Unamortized Debt Issuance Costs (1)		Book Value
	(in thousands)
Senior secured notes:
7.500% Notes due 2026 (“2026 Senior Secured Notes”)	$	2,050,000	$	(41,959)	$	2,008,041	$	2,050,000	$	(44,246)	$	2,005,754
Asset-based revolving credit facility	77,000		—		77,000		4,000		—		4,000
Senior unsecured notes:
7.500% Notes due 2023 (“2023 Notes”)	536,584		(3,111)		533,473		555,251		(3,564)		551,687
6.125% Notes due 2025 (“2025 Notes”)	380,020		(3,086)		376,934		380,020		(3,297)		376,723
7.500% Notes due 2026 (“2026 Notes”)	338,402		(4,162)		334,240		338,402		(4,378)		334,024
Other long-term debt	43,517		(67)		43,450		49,095		(70)		49,025
	3,425,523		(52,385)		3,373,138		3,376,768		(55,555)		3,321,213
Less: Current maturities	2,230		—		2,230		2,183		—		2,183
Long-term debt	$	3,423,293	$	(52,385)	$	3,370,908	$	3,374,585	$	(55,555)	$	3,319,030

(1) Debt issuance costs related to the ABL Facility and the Sawtooth credit agreement (included in other long-term debt) are reported within intangible assets, rather than as a reduction of the carrying amount of long-term debt.

2026 Senior Secured Notes

The 2026 Senior Secured Notes bear interest at 7.5%, which is payable on February 1 and August 1 of each year, which began on August 1, 2021. The 2026 Senior Secured Notes mature on February 1, 2026. The 2026 Senior Secured Notes were issued pursuant to an indenture dated February 4, 2021 (the “Indenture”).

The 2026 Senior Secured Notes are secured by first priority liens in substantially all of our assets other than our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and second priority liens in our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets.

The Indenture contains covenants that, among other things, limit our ability to: pay distributions or make other restricted payments or repurchase stock; incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; make certain investments; create or incur liens; sell assets; enter into restrictions affecting the ability of restricted subsidiaries to make distributions, make loans or advances or transfer assets to the guarantors (including the Partnership); enter into certain transactions with our affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of our assets. The Indenture specifically restricts our ability to pay distributions until our total leverage ratio (as defined in the Indenture) for the most recently ended four full fiscal quarters at the time of the distribution is not greater than 4.75 to 1.00. These covenants are subject to a number of important exceptions and qualifications.

Compliance

At June 30, 2021, we were in compliance with the covenants under the 2026 Senior Secured Notes indenture.

ABL Facility

The $500.0 million asset-based revolving credit facility (“ABL Facility”) is subject to a borrowing base, which includes a sub-limit for letters of credit. The initial borrowing base was $500.0 million and the sub-limit for letters of credit is $200.0 million. The ABL Facility is secured by a lien on substantially all of our assets, including among other things, a first priority lien on our accounts receivable, inventory, pledged deposit accounts, cash and cash equivalents, renewable energy tax credits and related assets and a second priority lien on our all of our other assets. At June 30, 2021, $77.0 million had been borrowed under the ABL Facility and we had letters of credit outstanding of approximately $122.9 million. The ABL Facility is scheduled to mature at the earliest of (a) February 4, 2026 or (b) 91 days prior to the earliest maturity date in respect to any of our indebtedness in an aggregate principal amount of $50.0 million or greater, if such indebtedness is outstanding at such time, subject to certain exceptions.

At June 30, 2021, the borrowings under the ABL Facility had a weighted average interest rate of 5.25% calculated as the prime rate of 3.25% plus a margin of 2.00% on the alternate base rate borrowings. On June 30, 2021, the interest rate in effect on letters of credit was 3.00%.

The ABL Facility contains various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, distributions and other restricted payments, investments (including acquisitions) and transactions with affiliates. The ABL Facility contains, as the only financial covenant, a minimum Fixed Charge Coverage Ratio financial covenant that is tested based on the financial statements for the most recently ended fiscal quarter upon the occurrence and during the continuation of a Cash Dominion Event (as defined in the ABL Facility. At June 30, 2021, no Cash Dominion Event had occurred or was continuing.

Compliance

At June 30, 2021, we were in compliance with the covenants under the ABL Facility.

Senior Unsecured Notes

The senior unsecured notes include the 2023 Notes, 2025 Notes and 2026 Notes (collectively, the “Senior Unsecured Notes”).

Repurchases

The following table summarizes repurchases of Senior Unsecured Notes for the period indicated:


	Three Months Ended June 30,
	2021
	(in thousands)
2023 Notes
Notes repurchased	$	18,667
Cash paid (excluding payments of accrued interest)	$	18,393
Gain on early extinguishment of debt (1)	$	166

(1) Gain on early extinguishment of debt is inclusive of the write-off of debt issuance costs of $0.1 million. The gain is reported within gain on early extinguishment of liabilities, net within our unaudited condensed consolidated statement of operations.

Compliance

At June 30, 2021, we were in compliance with the covenants under all of the Senior Unsecured Notes indentures.

Sawtooth Caverns, LLC (“Sawtooth”) Credit Agreement

The Sawtooth credit agreement was paid off and terminated prior to us selling our ownership interest in Sawtooth on June 18, 2021 (see Note 15).

Equipment Loan

On October 29, 2020, we entered into an equipment loan for $45.0 million which bears interest at a rate of 8.6% and is secured by certain of our barges and towboats. We have an aggregate principal balance of $43.5 million at June 30, 2021. The loan matures on November 1, 2027.

Debt Maturity Schedule

The scheduled maturities of our long-term debt are as follows at June 30, 2021:


Fiscal Year Ending March 31,	2026 Senior Secured Notes		ABL Facility		Senior Unsecured Notes		Other Long-Term Debt		Total
	(in thousands)
2022 (nine months)	$	—	$	—	$	—	$	1,604	$	1,604
2023	—		—		—		2,585		2,585
2024	—		—		536,584		2,816		539,400
2025	—		—		380,020		3,068		383,088
2026	2,050,000		77,000		—		3,343		2,130,343
2027	—		—		338,402		3,642		342,044
Thereafter	—		—		—		26,459		26,459
Total	$	2,050,000	$	77,000	$	1,255,006	$	43,517	$	3,425,523

Amortization of Debt Issuance Costs

Amortization expense for debt issuance costs related to long-term debt was $3.1 million and $2.0 million during the three months ended June 30, 2021 and 2020, respectively.

Expected amortization of debt issuance costs is as follows (in thousands):


Fiscal Year Ending March 31,
2022 (nine months)	$	9,151
2023	12,201
2024	11,650
2025	10,802
2026	8,529
2027	47
Thereafter	5
Total	$	52,385