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Debt
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Debt

Note 7. DEBT

Our balances for long-term debt and finance lease obligations are as follows (in thousands):

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Revolving credit facility

 

$

516,500

 

 

$

498,000

 

Finance lease obligations

 

 

24,375

 

 

 

24,927

 

Total debt and finance lease obligations

 

 

540,875

 

 

 

522,927

 

Current portion

 

 

2,339

 

 

 

2,296

 

Noncurrent portion

 

 

538,536

 

 

 

520,631

 

Deferred financing costs, net

 

 

1,677

 

 

 

1,355

 

Noncurrent portion, net of deferred financing costs

 

$

536,859

 

 

$

519,276

 

 

As of March 31, 2019, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands):

 

 

Debt

 

 

Finance Lease Obligations

 

 

Total

 

2019

 

$

 

 

$

2,316

 

 

$

2,316

 

2020

 

 

516,500

 

 

 

3,166

 

 

 

519,666

 

2021

 

 

 

 

 

3,266

 

 

 

3,266

 

2022

 

 

 

 

 

3,367

 

 

 

3,367

 

2023

 

 

 

 

 

3,761

 

 

 

3,761

 

Thereafter

 

 

 

 

 

12,014

 

 

 

12,014

 

Total future payments

 

 

516,500

 

 

 

27,890

 

 

 

544,390

 

Less interest component

 

 

 

 

 

3,515

 

 

 

3,515

 

 

 

 

516,500

 

 

 

24,375

 

 

 

540,875

 

Current portion

 

 

 

 

 

2,339

 

 

 

2,339

 

Long-term portion

 

$

516,500

 

 

$

22,036

 

 

$

538,536

 

 

Our borrowings under the revolving credit facility had a weighted-average interest rate of 5.24% as of March 31, 2019 (LIBOR plus an applicable margin, which was 2.75% as of March 31, 2019). Letters of credit outstanding at March 31, 2019 and December 31, 2018 totaled $5.5 million and $5.2 million, respectively.      

New Credit Agreement

On April 1, 2019, we entered into a credit agreement with the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent, swing line lender and letter of credit issuer (the “New Credit Agreement”).

The New Credit Agreement replaced our previous credit agreement, dated as of March 4, 2014 (as amended, the “Existing Credit Agreement”), and provided the following key benefits:

 

Increased commitments from $650 million to $750 million with the ability to increase commitments by $300 million, subject to certain conditions;

 

Provides for the current and future asset exchange transactions with Circle K, subject to certain conditions being satisfied;

 

Provided for a general reduction in the applicable margin;

 

Increased the maximum permitted leverage ratio during most periods;

 

Reduced cost of compliance, including removal of the requirement to mortgage real property; and

 

Extended the maturity from April 2020 to April 2024.

The New Credit Agreement is a $750 million senior secured revolving credit facility, maturing in April 2024. The facility can be increased from time to time upon our written request, subject to certain conditions, up to an additional $300 million. The aggregate amount of the outstanding loans and letters of credit under the New Credit Agreement cannot exceed the combined revolving commitments then in effect. All obligations under the New Credit Agreement are secured by substantially all of the Partnership’s assets.

Borrowings under the credit facility bear interest, at the Partnership’s option, at (1) a rate equal to LIBOR for interest periods of one, two, three or six months (or, if consented to by all lenders, for such other period that is twelve months or a period shorter than one month), plus a margin ranging from 1.50% to 2.50% per annum depending on our consolidated leverage ratio (as defined in the New Credit Agreement) or (2) (a) a base rate equal to the greatest of, (i) the federal funds rate, plus 0.5% per annum, (ii) LIBOR for one month interest periods, plus 1.00% per annum or (iii) the rate of interest established by the agent, from time to time, as its prime rate, plus (b) a margin ranging from 0.50% to 1.50% per annum depending on our consolidated leverage ratio.  In addition, we incur a commitment fee based on the unused portion of the credit facility at a rate ranging from 0.25% to 0.45% per annum depending on our consolidated leverage ratio. Until the Partnership delivers a compliance certificate for the quarter ending June 30, 2019, the applicable margin for LIBOR and base rate loans is 2.25% and 1.25%, respectively, and the commitment fee rate is 0.40%.

We also have the right to borrow swingline loans under the New Credit Agreement in an amount up to $35.0 million. Swingline loans will bear interest at the base rate plus the applicable base rate margin.

Standby letters of credit are permissible under the New Credit Agreement up to an aggregate amount of $65.0 million. Standby letters of credit will be subject to a 0.125% fronting fee and other customary administrative charges. Standby letters of credit will accrue a fee at a rate based on the applicable margin of LIBOR loans.

The New Credit Agreement also contains certain financial covenants. We are required to maintain a consolidated leverage ratio for the most recently completed four fiscal quarters of (i) for each quarter ending on or before June 30, 2019, not greater than 5.00 to 1.00 and (ii) for each four quarter period thereafter, 4.75 to 1.00. Such threshold is increased to 5.50 to 1.00 for the quarter during a specified acquisition period (as defined in the New Credit Agreement). Upon the occurrence of a qualified note offering (as defined in the New Credit Agreement), the consolidated leverage ratio when not in a specified acquisition period is increased to 5.25 to 1.00, while the specified acquisition period threshold remains 5.50 to 1.00. Upon the occurrence of a qualified note offering, we are also required to maintain a consolidated senior secured leverage ratio (as defined in the New Credit Agreement) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a specified acquisition period. We are also required to maintain a consolidated interest coverage ratio (as defined in the New Credit Agreement) of at least 2.50 to 1.00.

The initial borrowings under the New Credit Agreement of $521.3 million and cash of $0.3 million were used to repay $516.5 million of outstanding borrowings and $2.0 million of accrued interest under the Existing Credit Agreement and to pay $3.1 million of fees and expenses in connection with the New Credit Agreement. Future borrowings will be used to provide ongoing working capital.

The New Credit Agreement prohibits us from making cash distributions to our unitholders if any event of default occurs or would result from the distribution.

The amount of availability under the New Credit Agreement at May 2, 2019, after taking into consideration debt covenant restrictions, was $20.8 million.

Finance Lease Obligations

In May 2012, the Predecessor Entity entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty Realty Corporation. Since then, the agreement has been amended from time to time to add or remove retail sites. As of March 31, 2019, we lease 115 sites under this lease with a weighted-average remaining lease term of 8.1 years. We pay fixed rent, which increases 1.5% per year. In addition, the lease requires variable lease payments based on gallons of motor fuel sold.

Because the fair value of the land at lease inception was estimated to represent more than 25% of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. This assessment was not required to be reassessed upon adoption of ASC 842. As such, future minimum rental payments are included in both the finance lease obligations table above as well as the operating lease table in Note 8.

The weighted-average discount rate for this finance lease obligation at March 31, 2019 was 3.5%. Interest on this finance lease obligation amounted to $0.2 million for the three months ended March 31, 2019.