Annual report pursuant to Section 13 and 15(d)

Long-Term Debt

v3.20.4
Long-Term Debt
12 Months Ended
Dec. 31, 2020
Long-term Debt, Unclassified [Abstract]  
Long-Term Debt
6. LONG-TERM DEBT
The Company’s borrowings as of December 31, were as follows (in thousands):
2020 2019
3.0% Convertible Senior Notes(1)
$ —  $ 50,041 
2.5% Convertible Senior Notes 51,585  64,455 
3.25% Convertible Senior Notes(2)
117,782  117,782 
SEA-Vista 2019 Credit Facility(3)
90,000  100,000 
SEACOR Revolving Credit Facility(4)
20,000  — 
Other(5)
17,627  7,957 
296,994  340,235 
Portion due within one year, net of unamortized discount and issue costs (12,839) (58,854)
Debt discount included in long-term debt (15,460) (19,990)
Debt issuance costs included in long-term debt (4,490) (5,779)
$ 264,205  $ 255,612 
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(1)Excludes unamortized discount and unamortized issue costs of $1.6 million and $0.2 million, respectively, as of December 31, 2019.
(2)Excludes unamortized discount and unamortized issue costs of $15.5 million and $1.4 million, respectively, as of December 31, 2020 and $18.4 million and $1.6 million, respectively, as of December 31, 2019.
(3)Excludes unamortized issue costs of $1.6 million and $2.1 million, respectively as of December 31, 2020 and December 31, 2019 .
(4)Excludes unamortized issue costs of $1.4 million and $1.9 million, respectively as of December 31, 2020 and December 31, 2019.
(5)Excludes unamortized issue costs of $0.1 million and $0.1 million as of December 31, 2020 and December 31, 2019, respectively.
The Company’s contractual long-term debt maturities for the years ended December 31, are as follows (in thousands):
2021 $ 12,838 
2022 12,483 
2023 12,348 
2024 82,224 
2025 2,235 
Years subsequent to 2025 174,866 
$ 296,994 

3.0% Convertible Senior Notes. On November 13, 2013, SEACOR issued $230.0 million aggregate principal amount of its 3.0% Convertible Senior Notes due November 15, 2028 (the “3.0% Convertible Senior Notes”). Interest on the 3.0% Convertible Senior Notes was payable semi-annually on May 15 and November 15 of each year. Prior to August 15, 2028, the 3.0% Convertible Senior Notes were convertible into shares of SEACOR Common Stock, at a conversion rate (“Conversion Rate”) of 12.5892 shares per bond ($1,000 face value) only if certain conditions are met, as more fully described in the indenture. After August 15, 2028, holders were permitted to elect to convert at any time. Subsequent to November 19, 2018, the 3.0% Convertible Senior Notes were permitted to redeem at the Company's option, in whole or in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. On May 15, 2018, the Company exchanged $117.8 million aggregate principal amount of its outstanding 3.0% Convertible Senior Notes for a like principal amount of new 3.25% Convertible Senior Notes (see "3.25% Convertible Senior Notes").
The Company accounted separately for the liability and equity components of the 3.0% Convertible Senior Notes and the associated underwriting fees in a manner that reflects the Company’s non-convertible borrowing rate. The resulting debt discount and offering costs associated with the liability component were amortized as additional non-cash interest expense for an overall effective annual interest rate of 7.4%.
During the year ended December 31, 2018, the Company purchased $4.9 million in principal amount of its 3.0% Convertible Senior Notes for total consideration of $4.7 million. These transactions resulted in debt extinguishment losses of $5.4 million included in the accompanying consolidated statements of income.
During the year ended December 31, 2019, the Company purchased $57.2 million in principal amount of its 3.0% Convertible Senior Notes for total consideration of $56.2 million resulting in losses on debt extinguishment of $2.1 million included in the accompanying consolidated statements of income.
During the year ended December 31, 2020, and prior to their redemption, the Company purchased $15.6 million in principal amount of its 3.0% Convertible Senior Notes for total consideration of $15.4 million. On September 14, 2020, the Company redeemed the remaining $34.5 million aggregate outstanding principal amount of its 3.0% Convertible Senior Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest through the date of redemption. These transactions resulted in debt extinguishment losses of $0.6 million included in the accompanying consolidated statements of income.
2.5% Convertible Senior Notes. On December 11, 2012, SEACOR issued $350.0 million aggregate principal amount of its 2.5% Convertible Senior Notes due December 15, 2027 (the “2.5% Convertible Senior Notes”). Interest on the 2.5% Convertible Senior Notes is payable semi-annually on June 15 and December 15 of each year. Beginning December 15, 2017, contingent interest is payable during any subsequent semi-annual interest period if the average trading price of the 2.5% Convertible Senior Notes for a defined period is greater than or equal to $1,200 per bond ($1,000 face value). The amount of contingent interest payable for any such period will be equal to 0.25% per annum of such average trading price of the 2.5% Convertible Senior Notes. Prior to September 15, 2027, the 2.5% Convertible Senior Notes are convertible into shares of Common Stock at a conversion rate of 19.0381 shares per bond ($1,000 face value) only if certain conditions are met, as more fully described in the indenture. After September 15, 2027, holders may elect to convert at any time. The Company has reserved the maximum number of shares of Common Stock needed upon conversion, or 982,080 shares as of December 31, 2020. On December 12, 2017, the Company entered into a supplemental indenture, which amended the indenture to provide holders with an additional put right for their Notes on May 31, 2018. In addition, the Company surrendered and waived its right to redeem the Notes until May 31, 2018. Subsequent to May 31, 2018, the 2.5% Convertible Senior Notes may be redeemed at the Company's option, in whole or in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. On December 19, 2022, or if the Company undergoes a fundamental change, as more fully described in the indenture as amended by the first supplemental indenture dated as of December 12, 2017, the holders of the 2.5% Convertible Senior Notes may require SEACOR to purchase for cash all or part of the notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of purchase.
The Company accounted separately for the liability and equity components of the 2.5% Convertible Senior Notes and the associated underwriting fees in a manner that reflects the Company’s non-convertible borrowing rate. Beginning December 19, 2017, the effective annual interest rate is equal to the stated coupon rate of 2.5%.
During the year ended December 31, 2020, the Company purchased $12.9 million in principal amount of its 2.5% Convertible Senior Notes for total consideration of $10.9 million resulting in debt extinguishment gains of $1.9 million included in the accompanying consolidated statements of income.
3.25% Convertible Senior Notes. On May 15, 2018, SEACOR issued $117.8 million aggregate principal amount of its 3.25% Convertible Senior Notes due May 15, 2030 (the “3.25% Convertible Senior Notes”) in exchange for a like principal amount of the 3.0% Convertible Senior Notes. Interest on the 3.25% Convertible Senior Notes is payable semi-annually on May 15 and November 15 of each year. Beginning May 15, 2025, contingent interest is payable during any subsequent semi-annual interest period if the average trading price of the 3.25% Convertible Senior Notes for a defined period is greater than or equal to $1,200 per bond ($1,000 face value). The amount of contingent interest payable for any such period will be equal to 0.45% per annum of such average trading price of the 3.25% Convertible Senior Notes. Prior to February 15, 2030, the 3.25% Convertible Senior Notes are convertible into shares of Common Stock, at a Conversion Rate of 13.1920 shares per bond ($1,000 face value) only if certain conditions are met, as more fully described in the indenture. After February 15, 2030, holders may elect to convert at any time. The Company has reserved the maximum number of shares of Common Stock needed upon conversion, or 1,553,780 shares as of December 31, 2020. On or after May 15, 2022, the 3.25% Convertible Senior Notes may be redeemed at the Company's option, in whole or in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. On May 15, 2025, or if the Company undergoes a fundamental change, as more fully described in the indenture, the holders of the 3.25% Convertible Senior Notes may require SEACOR to purchase for cash all or part of the notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of purchase.
The Company accounts separately for the liability and equity components of the 3.25% Convertible Senior Notes and the associated underwriting fees in a manner that reflects the Company’s non-convertible borrowing rate. Of the total issued amount of $117.8 million and offering costs of $2.5 million, the Company allocated $95.1 million and $2.0 million, respectively, to the liability component and $22.7 million and $0.5 million, respectively, to the equity component. The resulting debt discount and offering costs associated with the liability component are amortized as additional non-cash interest expense over the seven year period for which the debt is expected to be outstanding (May 15, 2025) for an overall effective annual interest rate of 7.2%.
7.375% Senior Notes. On September 24, 2009, SEACOR issued $250.0 million aggregate principal amount of its 7.375% Senior Notes due October 1, 2019 (the “7.375% Senior Notes”). The 7.375% Senior Notes were issued under a supplemental indenture dated as of September 24, 2009 (the “2009 Supplemental Indenture”) to the base indenture relating to SEACOR’s senior debt securities, dated as of January 10, 2001, between SEACOR and U.S. Bank National Association, as trustee. Interest on the 7.375% Senior Notes was payable semi-annually on April 1 and October 1 of each year. The 7.375% Senior Notes were redeemed at a price equal to the principal amount, plus accrued and unpaid interest to the date of redemption, plus a specified “make-whole” premium in October of 2018.
During the year ended December 31, 2018, and prior to their redemption, the Company purchased $5.7 million in principal amount of its 7.375% Senior Notes for $5.9 million. On October 31, 2018, the Company redeemed the remaining $147.4 million in principal amount of its 7.375% Senior Notes for $153.0 million including a make-whole premium of $5.6 million calculated in accordance with the terms of the indenture. These transactions resulted in losses on debt extinguishment of $6.1 million included in the accompanying consolidated statements of income.
SEACOR Revolving Credit Facility. On March 19, 2019, the Company entered into a $125.0 million credit agreement with a syndicate of lenders (the “SEACOR Revolving Credit Facility”) that matures March 19, 2024 and is secured by a pledge over all of SEACOR’s assets and certain of its subsidiaries’ assets, subject to certain exceptions. The SEACOR Revolving Credit Facility permits the Company to borrow up to $125.0 million, from time to time as revolving loans, as such amounts may increase or decrease in accordance with the terms of the Credit Agreement. The loans bear interest at either (i) a Base Rate plus a margin ranging from 0.75% to 2.00% depending on the Company’s maximum net funded debt ratio, as determined in accordance with the SEACOR Revolving Credit Facility, or (ii) interest periods of one, two, three or six months at an annual rate equal to London Interbank Offered Rate (“LIBOR”) for the corresponding deposits of U.S. dollars, plus a margin ranging from 1.75% to 3.00% based on the Company’s maximum net funded debt ratio, as determined in accordance with the SEACOR Revolving Credit Facility. A fee of 0.5% is payable on the unused commitment quarterly. The Company incurred $2.2 million of issuance costs related to the SEACOR Revolving Credit Facility.
The SEACOR Revolving Credit Facility contains various financial and restrictive covenants including fixed charge coverage ratio, a net funded debt ratio, a collateral coverage ratio and restrictions limiting the Company’s ability to pay dividends or make certain investments, as well as other customary covenants, representations and warranties, and events of default as set forth in the agreement. During the year ended December 31, 2019, the Company drew $25.0 million and repaid $25.0 million under the SEACOR Revolving Credit Facility. During the year ended December 31, 2020, the Company drew $20.0 million under the SEACOR Revolving Credit Facility and as of December 31, 2020, the Company had $105.0 million of borrowing capacity. Subsequent to December 31, 2020, the Company repaid $20.0 million under the SEACOR Revolving Credit Facility.
SEA-Vista 2015 Credit Facility. On April 15, 2015, SEA-Vista entered into a $300.0 million credit agreement with a syndicate of lenders that was scheduled to mature in 2020 (the “SEA-Vista 2015 Credit Facility”) and was secured by substantially all of SEA-Vista’s tangible and intangible assets, including its fleet of U.S.-flag petroleum and chemical carriers (See Note 1), with no recourse to SEACOR or its other subsidiaries. The SEA-Vista 2015 Credit Facility was comprised of three tranches: (i) a $100.0 million revolving credit facility (the “Revolving Loan”); (ii) an $80.0 million term loan (the “Term A-1 Loan”); and (iii) a $120.0 million delayed draw term loan (the “Term A-2 Loan”). The proceeds from the SEA-Vista 2015 Credit Facility were used to fund SEA-Vista’s working capital, general corporate purposes, capital commitments and the redemption of its Title XI Bonds. All three loans bore interest at a variable rate determined by reference to the London Interbank Offered Rate (“LIBOR”) plus a margin of between 2.00% and 2.75% as determined in accordance with the SEA-Vista 2015 Credit Facility or, at the election of SEA-Vista, a Base Rate plus a margin of between 1.25% and 1.75% as determined in accordance with the SEA-Vista 2015 Credit Facility. A quarterly fee was payable on the unused commitments of all three tranches. SEA-Vista incurred $3.1 million of issuance costs related to the SEA-Vista 2015 Credit Facility.
During the year ended December 31, 2018, SEA-Vista repaid $39.0 million on the Revolving Loan, $3.3 million on the Term A-1 Loan and $5.5 million on the Term A-2 Loan.
On December 20, 2019, SEA-Vista entered into an amended and restated $200.0 million credit agreement (see "SEA-Vista 2019 Credit Facility"). Proceeds of $76.0 million from the SEA-Vista 2019 Credit Facility were used to repay the remaining balances on that date under the SEA-Vista 2015 Credit Facility, resulting in losses on debt extinguishment of $0.1 million included in the accompanying consolidated statements of income. During the year ended December 31, 2019, including the final repayment, SEA-Vista repaid $6.0 million on the Revolving Loan, $30.6 million on the Term A-1 Loan and $51.4 million on the Term A-2 Loan.
SEA-Vista 2019 Credit Facility. On December 20, 2019, SEA-Vista entered into the SEA-Vista 2019 Credit Facility, which is secured by substantially all of SEA-Vista’s tangible and intangible assets, including its fleet of U.S.-flag petroleum and chemical carriers (See Note 1), with no recourse to SEACOR or its other subsidiaries. The agreement provides for a $100.0 million revolving credit facility (the "SEA-Vista Revolving Loan") and a $100.0 million term loan facility (the "Term Loan") both of which mature in December 2024. Each of the SEA-Vista Revolving Loan and the Term Loan has an accordion feature allowing for potential increases in principal amount. The SEA-Vista Revolving Loan allows for borrowings and reborrowings from time to time until maturity. The Term Loan is a single draw facility that was drawn in full on December 20, 2019. The proceeds of the Term Loan were used to repay $76.0 million outstanding under the SEA-Vista 2015 Credit Facility (see "SEA-Vista 2015 Credit Facility") and $24.0 million was used by SEA-Vista for working capital needs and general corporate purposes.
Both the SEA-Vista Revolving Loan and the Term Loan bear interest at a variable rate determined by reference to the London Interbank Offered Rate (“LIBOR”) plus a margin of between 2.00% and 2.75% or, at the election of SEA-Vista, a Base Rate plus a margin of between 1.00% and 1.75% each as determined in accordance with the SEA-Vista 2019 Credit Facility. A fee of 0.5% is payable on the unused SEA-Vista Revolving Loan commitment. SEA-Vista incurred $2.1 million of issuance costs related to the SEA-Vista 2019 Credit Facility.
The principal of the Term Loan is repayable in quarterly installments of 2.50%, with the remaining principal balance, interest and all other amounts outstanding for all loans, including the SEA-Vista Revolving Loan, due and payable on the Maturity Date, December 20, 2024. In addition, SEA-Vista has the right to make optional prepayments on each of the loans without penalty in minimum amounts of $1.0 million.
During the year ended December 31, 2020, SEA-Vista repaid $10.0 million under the Term Loan. As of December 31, 2020, SEA-Vista had $100.0 million of borrowing capacity under the SEA-Vista 2019 Credit Facility.
The SEA-Vista Credit Facility contains various financial maintenance and restrictive covenants including: funded debt to adjusted EBITDA; adjusted EBITDA to interest expense plus amortization; and aggregate collateral vessel value to the sum of funded debt and unused and unexpired commitments.
ISH Credit Facility. On July 3, 2017, ISH emerged from bankruptcy pursuant to its chapter 11 plan of reorganization (the "Plan") confirmed by the U.S. Bankruptcy Court for the Southern District of New York. In conjunction with the emergence under the Plan, ISH assumed debt of $25.0 million under a credit facility with a maturity date of July 2020. The facility consisted of two tranches: (i) a $5.0 million revolving credit facility (the “ISH Revolving Loan”) and (ii) a $20.0 million term loan (the “ISH Term Loan”) (collectively the “ISH Credit Facility”). ISH incurred $0.1 million of issuance costs in connection with the ISH Credit Facility. The proceeds from this facility were used for general working capital purposes and payments to ISH’s creditors in accordance with the Plan.
Interest on both loans was based on a variable rate of either LIBOR multiplied by the Statutory Reserve Rate or Prime Rate plus an applicable margin, as defined in the ISH Credit Facility. A quarterly fee of 0.5% was payable on the unused commitment of the ISH Revolving Loan. Beginning September 30, 2017, ISH was required to make quarterly prepayments on the ISH Term Loan of $0.7 million. Commencing with the calendar year ending December 31, 2018, ISH was required to make annual prepayments on the ISH Term Loan in an amount equal to 50% of excess cash flow as defined in the credit agreement.
The ISH Credit Facility contained various financial and restrictive covenants applicable to ISH and its subsidiaries including indebtedness to EBITDA and adjusted EBITDA to interest expense, as defined in the ISH Credit Facility. The ISH Credit Facility was non-recourse to SEACOR and its subsidiaries other than ISH. The ISH Credit Facility was secured by substantially all of ISH’s assets, including its fleet of U.S.-flag bulk carriers.
During the year ended December 31, 2018, ISH repaid the outstanding balance of $12.2 million on the ISH Term Loan and terminated the credit facility resulting in debt extinguishment losses of $0.1 million included in the accompanying consolidated statements of income.
Other. During 2017, the Company acquired $3.9 million of other debt related to the ISH acquisition. This debt bore interest at 7.0% and was collateralized by certain acquired assets. As of December 31, 2018, this debt was fully repaid. During 2020, the Company issued $9.9 million of other debt related to the Weber acquisition (see Note 2). This debt bears interest at 4% and matures in 2025. The Company has various other obligations including equipment financing, a facility mortgage and a note payable related to the acquisition of a fueling station. These obligations have maturities ranging from 2022 through 2026, have interest rates ranging from 3.4% to 6.0% and require periodic payments of interest and principal.
During the year ended December 31, 2020, the Company issued $10.6 million of other debt, including the debt related to the Weber acquisition. During the years ended December 31, 2020, 2019 and 2018, repayments on other debt was $0.9 million, $0.6 million and $2.1 million (including the repayment and termination of the debt related to the ISH acquisition), respectively.
Letters of Credit. As of December 31, 2020, the Company had outstanding letters of credit totaling $1.1 million with various expiration dates through 2027.
Guarantees. The Company has guaranteed the payments of amounts owned under certain sale-leaseback transactions on behalf of SEACOR Marine Holdings Inc. ("SEACOR Marine"), a consolidated subsidiary prior to the Spin-off. As of December 31, 2020, these guarantees on behalf of SEACOR Marine totaled $7.0 million and the amount declines as payments are made on the outstanding obligations through 2021. The Company earns a fee from SEACOR Marine of 0.5% per annum on these guarantees. For the years ended December 31, 2020, 2019, and 2018 the Company earned $0.1 million, $0.2 million and $0.3 million, respectively, in guarantee fees from SEACOR Marine.
Repurchase Authority. SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire Common Stock, 2.5% Convertible Senior Notes and 3.25% Convertible Senior Notes (collectively the “Securities”), through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. As of December 31, 2020, SEACOR had remaining authorization for Securities repurchases of $102.2 million.