Debt

3 Months Ended

Mar. 31, 2020

The carrying amounts and estimated fair values of our long-term debt are as follows:



	March 31, 2020					December 31, 2019
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Corporate – Recourse:
Revolving credit facility	$	130.0		$	130.0	$	125.0		$	125.0
Senior notes, net of unamortized discount of $0.2 and $0.2	399.8			343.0		399.8			411.7
	529.8			473.0		524.8			536.7
Less: unamortized debt issuance costs	(1.9		)			(2.0		)
Total recourse debt	527.9					522.8

Leasing – Non-recourse:
Wholly-owned subsidiaries:
2006 secured railcar equipment notes	—			—		109.3			114.0
2009 secured railcar equipment notes	146.2			174.7		147.8			168.7
2010 secured railcar equipment notes	246.2			233.9		248.5			264.3
2017 promissory notes	618.8			618.8		627.1			627.1
2018 secured railcar equipment notes, net of unamortized discount of $0.2 and $0.2	447.2			483.1		452.1			466.2
TRIHC 2018 secured railcar equipment notes, net of unamortized discount of $1.1 and $1.4	262.6			261.3		265.4			270.9
2019 secured railcar equipment notes, net of unamortized discount of $0.4 and $0.4	892.0			854.8		901.0			904.9
TILC warehouse facility	488.0			488.0		353.4			353.4
	3,101.0			3,114.6		3,104.6			3,169.5
Less: unamortized debt issuance costs	(22.2		)			(23.9		)
	3,078.8					3,080.7
Partially-owned subsidiaries:
TRL 2012 secured railcar equipment notes	364.0			362.0		371.4			374.4
TRIP Master Funding secured railcar equipment notes	909.9			884.9		917.9			984.0
	1,273.9			1,246.9		1,289.3			1,358.4
Less: unamortized debt issuance costs	(10.4		)			(10.9		)
	1,263.5					1,278.4
Total non–recourse debt	4,342.3					4,359.1
Total debt	$	4,870.2		$	4,834.5	$	4,881.9		$	5,064.6

The estimated fair value of our 4.55% senior notes due 2024 ("Senior Notes") is based on a quoted market price in a market with little activity as of March 31, 2020 and December 31, 2019 (Level 2 input). The estimated fair values of our 2006, 2009, 2010, 2012, 2018, and 2019 secured railcar equipment notes, TRIHC 2018 LLC ("TRIHC 2018"), and TRIP Master Funding secured railcar equipment notes are based on our estimate of their fair value as of March 31, 2020 and December 31, 2019 using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our revolving credit facility, TILC warehouse facility, and 2017 promissory notes approximate fair value because the interest rate adjusts to the market interest rate.

Revolving Credit Facility — We have a $450.0 million unsecured corporate revolving credit facility that matures in November 2023. Additionally, we are permitted to increase the amount of the commitments under the revolving credit facility by an aggregate amount not to exceed $200.0 million, subject to certain conditions, including the agreement of existing lenders to increase their commitments or by obtaining commitments from one or more new lenders.

During the three months ended March 31, 2020, we had total borrowings of $180.0 million and total repayments of $175.0 million under the revolving credit facility, with a remaining outstanding balance of $130.0 million as of March 31, 2020. Additionally, we had outstanding letters of credit issued in an aggregate principal amount of $35.5 million, leaving $284.5 million available for borrowing as of March 31, 2020. The outstanding letters of credit as of March 31, 2020 are scheduled to expire in July 2020. Our letters of credit obligations support our various insurance programs and generally renew by their terms each year.

The revolving credit facility bears interest at a variable rate based on (1) LIBOR or an alternate base rate at the time of the borrowing and (2) Trinity’s leverage as measured by a consolidated total indebtedness to consolidated EBITDA ratio, which resulted in an interest rate of LIBOR plus 1.50% as of March 31, 2020. A commitment fee accrues on the average daily unused portion of the revolving facility at the rate of 0.175% to 0.30% (0.20% as of March 31, 2020).

The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. As of March 31, 2020, we were in compliance with all such financial covenants. Borrowings under the credit facility are guaranteed by certain of our 100%-owned subsidiaries.

TILC Warehouse Loan Facility — TILC has a $750.0 million warehouse loan facility, which was established to finance railcars owned by TILC. During the three months ended March 31, 2020, we had total borrowings of $168.6 million and total repayments of $34.0 million under the TILC warehouse loan facility, with a remaining outstanding balance of $488.0 million as of March 31, 2020. The entire unused facility amount of $262.0 million was available as of March 31, 2020 based on the amount of warehouse-eligible, unpledged equipment. The warehouse loan facility is a non-recourse obligation and is secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility trust. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 3.04% at March 31, 2020. Amounts outstanding at maturity, absent renewal, are payable in March 2022.

Early Redemption of TRL V — In March 2020, Trinity Rail Leasing V, L.P., a limited partnership (“TRL V”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, redeemed its 2006 Secured Railcar Equipment Notes due May 2036, of which $104.7 million was outstanding at the redemption date. The fixed interest rate for these notes was at 5.90% per annum. In connection with the early redemption, we recognized a loss on extinguishment of debt of $5.0 million, which included a $4.7 million early redemption premium and $0.3 million in unamortized debt issuance costs. The loss on extinguishment of debt is included in interest expense in our Consolidated Statement of Operations.

Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 8 of our 2019 Annual Report on Form 10-K.

The remaining principal payments under existing debt agreements as of March 31, 2020 are as follows:



	Remaining nine months of 2020		2021		2022		2023		2024		Thereafter		Total
	(in millions)
Recourse:
Corporate	$	—	$	—	$	—	$	130.0	$	400.0	$	—	$	530.0
Non-recourse – leasing (Note 5):
2009 secured railcar equipment notes	5.0		13.4		14.0		11.7		14.5		87.6		146.2
2010 secured railcar equipment notes	12.2		20.0		20.9		22.4		18.5		152.2		246.2
2017 promissory notes	24.9		33.1		33.1		33.2		33.2		461.3		618.8
2018 secured railcar equipment notes	15.0		20.0		20.0		20.0		20.0		352.4		447.4
TRIHC 2018 secured railcar equipment notes	7.5		11.8		9.3		11.7		14.7		208.7		263.7
2019 secured railcar equipment notes	27.2		38.0		37.0		35.1		36.8		718.3		892.4
TILC warehouse facility	11.4		15.2		2.6		—		—		—		29.2
Facility termination payments – TILC warehouse facility	—		—		458.8		—		—		—		458.8
TRL 2012 secured railcar equipment notes	14.5		19.9		19.6		22.5		28.9		258.6		364.0
TRIP Master Funding secured railcar equipment notes	25.0		40.4		41.8		37.0		191.6		574.1		909.9
Total principal payments	$	142.7	$	211.8	$	657.1	$	323.6	$	758.2	$	2,813.2	$	4,906.6