Print Page | Close Window
SEC Filings
424B3
SUSSER HOLDINGS CORP filed this Form 424B3 on 09/02/2016
Entire Document
 << Previous Page | Next Page >>


Table of Contents

PHILADELPHIA ENERGY SOLUTIONS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except unit and volume data)

 

value of collateral that includes Refining’s eligible hydrocarbon inventories; eligible receivables from inventory sales, and eligible cash and cash equivalent balances. Borrowings outstanding under the amended and restated Refining revolving credit facility bear interest at a base rate plus an applicable margin that varies as defined in the amended and restated agreement. The amended and restated Refining revolving credit facility is subject to a commitment fee of 0.5% of the unused portion. The amended and restated Refining revolving credit facility contains covenants that limit Refining’s ability to incur indebtedness; make certain loans, acquisitions, and investments; enter into a merger or sale of assets; enter into transactions with affiliates; repay certain indebtedness; enter into sale and leaseback transactions; enter into swap agreements; and pay certain distributions. Refining was in compliance with the covenants as of December 31, 2015. At December 31, 2015 there were no borrowings under the amended and restated Refining revolving credit facility; however, it was being used to support letters of credit totaling $9,511. As of December 31, 2015, there was $23,185 of availability under the amended and restated Refining revolving credit facility.

Logistics Term Loan and Credit Facilities

On November 24, 2015, Logistics entered into a credit agreement that provided for a $125,000 term loan facility (Logistics term loan) and a $50,000 senior secured revolving credit facility (the Logistics revolving credit facility), with PNC Bank NA, as administrative agent, and a syndicate of lenders. The credit agreement matures on November 24, 2019; however the agreement is subject to accelerated maturity if certain events occur, as defined in the agreement.

The Logistics term loan was issued at par value, requires quarterly principal and interest payments bearing interest at LIBOR or a base rate, plus an applicable margin. As of December 31, 2015, the rate was 3.2%, and the amount outstanding was $117,188.

The Logistics revolving credit facility is available for ongoing working capital, capital expenditures, acquisitions, and general corporate purposes. Borrowings outstanding under the Logistics revolving credit facility bear interest at LIBOR or a base rate, plus an applicable margin that varies as defined in the credit agreement. The Logistics revolving credit facility is subject to a commitment fee of 0.5% of the unused portion of the revolving credit facility. As of December 31, 2015 there were no borrowings under the Logistics revolving credit facility or outstanding letters of credit. As of December 31, 2015, there was $50,000 of availability under the Logistics revolving credit facility.

The lenders have priority security interests in the assets of North Yard Logistics including the North Yard terminal. North Yard Logistics has optional prepayment rights for all or a portion of the Logistics term loan (without premium or penalty). In addition, mandatory prepayments are required if the cash balance held by PESRM is less than $275,000 at the end of any year (beginning with the calendar year ending December 31, 2016). The credit agreement requires that North Yard Logistics maintain certain financial covenants including a leverage ratio of 2.75 to 1.00 and a fixed charge coverage ratio of 1.15 to 1.00, as defined in the credit agreement. The credit agreement also contains customary covenants that, among other things, limit North Yard Logistics’ ability to incur indebtedness; grant liens; make certain loans, acquisitions, and investments; enter into a merger or sale of assets; engage in certain transactions with affiliates; enter into swap agreements; repay certain indebtedness; and make certain distributions. North Yard Logistics was in compliance with all covenants as of December 31, 2015.

Installment Sale and Purchase Agreement

In May 2014, Refining entered into an installment sale and purchase agreement with a third party for the purchase of a rail terminal which was completed and placed in service in December 2014. Refining is required to

 

F-42

 << Previous Page | Next Page >>