XML 32 R19.htm IDEA: XBRL DOCUMENT v3.24.0.1
Long-term Debt
12 Months Ended
Dec. 31, 2023
Debt Instruments [Abstract]  
Long-term debt Long-term debt, net

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

 

December 31, 2023

 

 

December 31, 2022

 

Experience Vessel Financing

$

123,750

 

 

$

136,119

 

2017 Bank Loans

 

74,013

 

 

 

83,640

 

EE Revolver

 

 

 

 

 

Term Loan Facility

 

185,430

 

 

 

 

Total debt

 

383,193

 

 

 

219,759

 

Less unamortized debt issuance costs

 

(7,212

)

 

 

(5,450

)

Total debt, net

 

375,981

 

 

 

214,309

 

Less current portion, net

 

(42,614

)

 

 

(20,913

)

Total long-term debt, net

$

333,367

 

 

$

193,396

 

The following table shows the range of interest rates and weighted average interest rates incurred on our variable-rate debt obligations during the years ended December 31, 2023, 2022 and 2021.

 

 

 

2023

 

2022

 

2021

 

 

Range

 

Weighted Average

 

Range

 

Weighted Average

 

Range

 

Weighted Average

Experience Vessel Financing

 

8.0% – 8.8%

 

8.4%

 

3.5% – 6.8%

 

4.8%

 

4.3% – 4.4%

 

4.4%

2017 Bank Loans (1)

 

7.0% – 10.1%

 

9.1%

 

2.6% – 7.0%

 

5.2%

 

2.6% – 4.7%

 

4.3%

Term Loan Facility (2)

 

7.8% – 8.5%

 

8.3%

 

N/A

 

N/A

 

N/A

 

N/A

EE Revolver

 

N/A

 

N/A

 

3.9% – 3.9%

 

3.9%

 

N/A

 

N/A

(1)
Weighted average interest rate, net of the impact of settled derivatives, was 6.4%, 5.8% and 5.4% for the years ended December 31, 2023, 2022 and 2021, respectively.
(2)
Weighted average interest rate, net of the impact of settled derivatives, was 5.8% for the year ended December 31, 2023.

Experience Vessel Financing

In December 2016, the Company entered into a sale leaseback agreement with a third party to provide $247.5 million of financing for Experience (the “Experience Vessel Financing”). Due to the Company’s requirement to repurchase the vessel at the end of the term, the transaction was accounted for as a failed sale leaseback (a financing transaction). Under the Experience Vessel Financing agreement, the Company is deemed the owner of the vessel and continues to recognize the vessel on its consolidated balance sheets, with the proceeds received recorded as a financial obligation. The Company makes quarterly principal payments of $3.1 million and interest payments at the three-month SOFR plus 3.4%. The original loan had a maturity date in 2026 when the remaining balance of $49.5 million was payable. In December 2021, the agreement was amended to extend the original loan from December 2026 to December 2033, reduce the interest margin from 4.2% and reduce the quarterly principal payments from $5.0 million. After the final quarterly payment in December 2033, there will be no remaining balance due. The Company incurred debt issuance costs of $1.2 million related to the amendment, which will be amortized over the life of the loan. In the second quarter of 2023, the agreement was further amended to convert the reference rate in the Experience Vessel Financing from the LIBOR to the SOFR yield curve. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 3.25%. Debt issuance costs of $6.0 million related to the original loan are presented as a direct deduction from the debt and are being amortized over the life of the original loan. The agreement contains certain security rights related to Experience in the event of default.

The Company’s vessel financing loan has certain financial covenants as well as customary affirmative and negative covenants. The Company must maintain a minimum equity of $500.0 million, a maximum debt-to-equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance, including loan availability, of $20.0 million. The agreement also requires that a three-month debt service reserve be funded and that the value of the vessel equal or exceed 110% of the remaining amount outstanding, in addition to other affirmative and negative covenants customary for vessel financings. The financing also requires the vessel to carry the typical vessel marine insurances.

2017 Bank Loans

Under the Company's financing agreement for the Moheshkhali LNG terminal in Bangladesh (the “2017 Bank Loans”), the Company entered into two loan agreements with external banks. Under the first agreement, the Company borrowed $32.8 million, makes semi-annual payments and accrues interest at the six-month SOFR plus 2.85% through the loan maturity date of October 15, 2029. In the fourth quarter of 2023, the agreement was amended to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 30, 2023. Prior to the amendment, the Company made interest payments at the six-month LIBOR plus 2.42%. The debt issuance costs of $1.3 million are presented as a direct deduction from the debt and are amortized over the life of the loan.

Under the second agreement, the Company borrowed $92.8 million, makes quarterly payments and accrues interest at the three-month SOFR plus 4.76% through the loan maturity of October 15, 2029. In the fourth quarter of 2023, the agreement was amended to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 30, 2023. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 4.50%. Debt issuance costs of $4.8 million are presented as a direct deduction from the debt liability and are amortized over the life of the loan. The agreement contains certain security rights related to the Moheshkhali LNG (“MLNG”) terminal assets and project contracts in the event of default.

The 2017 Bank Loans require compliance with certain financial covenants, as well as customary affirmative and negative covenants associated with limited recourse project financing facilities. The loan agreements also require that a six-month debt service reserve amount be funded and that an off-hire reserve amount be funded monthly to cover operating expenses and debt service while the vessel is away during drydock major maintenance. The loan agreements also require that the MLNG terminal and project company be insured on a stand-alone basis with property insurance, liability insurance, business interruption insurance and other customary insurance policies. The respective project company must have a quarterly debt service coverage ratio of at least 1.10 to 1. In 2021, 2022 and 2023, waivers were obtained for immaterial non-financial covenants and are still in effect.

Revolving Credit Facility and Term Loan Facility

On April 18, 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enabled us to borrow up to $350.0 million over a three-year term originally set to expire in April 2025.

Also, on April 18, 2022, the Company borrowed under the EE Revolver, on the closing day of such facility, and used the proceeds to repay the KFMC Note (as defined herein) in full. The KFMC Note was terminated in connection with such repayment. For more information regarding the KFMC Note, see Note 11 – Long-term debt – related party.

On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent. Under the Amended Credit Agreement, EELP obtained a new $250.0 million term loan facility (the “Term Loan Facility” and, together with the EE Revolver, as amended by the Amended Credit Agreement, the “EE Facilities”). The EE Facilities mature in March 2027. The Amended Credit Agreement requires EELP to maintain (i) a maximum consolidated total leverage of 3.50x, provided that, if the aggregate value of all unsecured debt is equal to or greater than $250.0 million, the maximum permitted consolidated total leverage increases to 4.25x, (ii) collateral vessel maintenance coverage to be not less than the greater of (a) $750.0 million and (b) 130% of the sum of the total credit exposure under the Amended Credit Agreement and (iii) a minimum consolidated interest coverage ratio of 2.50x. Proceeds from the Term Loan Facility were used for the Sequoia Purchase in April 2023. Proceeds from the EE Revolver may be used for working capital and other general corporate purposes and up to $269.5 million of the EE Revolver may be used for letters of credit.

On September 8, 2023, EELP entered into an amendment to the Amended Credit Agreement (“First Amendment”). The First Amendment provides for, among other things (i) inclusion of commodity and foreign exchange swap termination value in the collateral vessel maintenance coverage test and (ii) an update to the ordering of payment applications in the event of default.

In December 2023, we paid off $55.2 million of the principal outstanding on our Term Loan Facility. We also unwound the same notional value of the interest rate swaps we had previously entered into to hedge the fluctuations in the SOFR rates associated with the variable interest rate on the loan.

Borrowings under the EE Facilities bear interest at a per annum rate equal to the term SOFR reference rate for such period plus an applicable margin, which applicable margin is based on EELP’s consolidated total leverage ratio as defined and calculated under the Amended Credit Agreement and can range from 2.75% to 3.50%. The unused portion of the EE Revolver commitments is subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on EELP's consolidated total leverage ratio.

The Amended Credit Agreement contains customary representations, warranties, covenants (affirmative and negative, including maximum consolidated total leverage ratio, minimum consolidated interest coverage ratio, and collateral vessel maintenance coverage covenants), and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of amounts borrowed under the EE Facilities.

As of December 31, 2023, the Company had issued $49.4 million in letters of credit under the EE Revolver. As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $300.6 million of undrawn capacity was available for additional borrowings as of December 31, 2023.

Maturities

Future principal payments on long-term debt outstanding as of December 31, 2023 are as follows (in thousands):

2024

$

44,568

 

2025

 

48,435

 

2026

 

49,239

 

2027

 

138,636

 

2028

 

25,999

 

Thereafter

 

76,316

 

Total debt, net

$

383,193

 

 

During the years ended December 31, 2023, 2022 and 2021, interest expense for long-term debt was $34.6 million, $15.5 million and $17.5 million, respectively, and was included in interest expense in the consolidated statements of income. As of December 31, 2023, the Company was in compliance with the covenants under its debt facilities.