XML 36 R19.htm IDEA: XBRL DOCUMENT v3.23.1
Long-term Debt - Related Party
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Long-term debt - related party
11.
Long-term debt – related party

The Company’s related party long-term debt consists of the following (in thousands):

 

 

December 31, 2022

 

 

December 31, 2021

 

Exquisite Vessel Financing

$

188,433

 

 

$

196,213

 

KFMC Note

 

 

 

 

 

KFMC-ENE Onshore Note

 

 

 

 

2,100

 

Total related party debt

 

188,433

 

 

 

198,313

 

Less current portion

 

(7,661

)

 

 

(7,096

)

Total long-term related party debt

$

180,772

 

 

$

191,217

 

The following table shows the range of interest rates and weighted average interest rates incurred on our variable-rate related party debt obligations during the years ended December 31, 2022, 2021 and 2020.

 

 

 

2022

 

2021

 

2020

 

 

Range

 

Weighted Average

 

Range

 

Weighted Average

 

Range

 

Weighted Average

KFMC Note

 

1.6% – 2%

 

1.9%

 

1.6% – 1.6%

 

1.6%

 

1.7% – 3.3%

 

2.9%

KFMC-ENE Onshore Note

 

1.6% – 5.1%

 

3.3%

 

1.6% – 1.7%

 

1.6%

 

1.6% – 3.3%

 

2.2%

Exquisite Vessel Financing

In June 2018, the Company entered into a sale leaseback agreement with the Nakilat JV to provide $220.0 million of financing for the Exquisite vessel at 7.73% (the “Exquisite Vessel Financing”). The agreement was recognized as a failed sale leaseback transaction and was treated as financing due to the Company’s lease of the vessel. The term is for 15 years with a symmetrical put and call option at the end of the original term or two optional five-year extensions with symmetrical put and call options after each extension. The agreement contains certain security rights related to the vessel in the event of default.

KFMC Note

In November 2018, the Company entered into a promissory note (the “KFMC Note”) with Kaiser-Francis Management Company, L.L.C. (“KFMC”), an affiliate of Kaiser, as lender. The KFMC Note was amended in November 2020 to (a) extend the final payment date from December 31, 2020 to December 31, 2022, (b) increase the interest rate from LIBOR plus 1.50% to LIBOR plus 1.55% and (c) make certain revisions to prepayment conditions. The KFMC Note was further amended and restated in its entirety in September 2021 to (a) make certain changes to the final payment date, including removing KFMC’s ability to demand payment and extending the final payment date to December 31, 2023 and (b) allow EELP to draw funds at EELP’s discretion without prior approval by KFMC. The KFMC Note was further amended in October 2021 to increase the maximum aggregate principal amount from $100 million to $250 million. Upon consummation of the IPO, the KFMC Note was replaced by the EE Revolver, as discussed in Note 10 – Long-term debt.

KFMC-ENE Onshore Note

In September 2021, in connection with the Northeast Gateway Contribution, ENE Lateral assigned to KFMC all of its rights, title and interest to receive payment under a note with ENE (the “KFMC-ENE Onshore Note”), which assignment was made in partial satisfaction of the amounts owed by ENE Lateral to KFMC under the ENE Lateral Facility (as defined herein). As a result of such assignment, ENE Onshore was obligated to pay to KFMC all amounts under the KFMC-ENE Onshore Note. In November 2021, ENE Onshore received an equity contribution sufficient to allow it to remit payment to KFMC of the then-outstanding KFMC-ENE Onshore Note balance, and KFMC and ENE Onshore subsequently entered into an amended and restated note allowing a maximum commitment of $25 million. The KFMC-ENE Onshore Note was settled in full and canceled in connection with the ENE Onshore Merger.

ENE Lateral Facility

In December 2015, ENE Lateral entered into a promissory note with KFMC (as amended, restated, supplemented or otherwise modified, the “ENE Lateral Facility”). The ENE Lateral Facility has an interest rate of one-month LIBOR plus 1.5% and was amended in 2021 to increase the maximum aggregate principal amount to $285 million. The ENE Lateral Facility was amended on August 31, 2021, to make certain changes to the final payment date, including removing KFMC’s ability to demand payment. The ENE Lateral Facility was settled in full and terminated in September 2021 in connection with the Northeast Gateway Contribution.

Maturities

Principal payments on related party long-term debt outstanding as of December 31, 2022 are as follows (in thousands):

 

2023

$

7,661

 

2024

 

9,078

 

2025

 

9,741

 

2026

 

10,521

 

2027

 

11,364

 

Thereafter

 

80,068

 

Total payments

$

128,433

 

Residual value for Exquisite vessel financing

 

60,000

 

Total debt  related party

$

188,433

 

 

During the years ended December 31, 2022, 2021 and 2020, interest expense for related party long-term debt was $17.7 million, $19.8 million, and $20.0 million, respectively, and was included in net interest expense in the consolidated statements of income.