Quarterly report pursuant to Section 13 or 15(d)

DEBT

v3.5.0.2
DEBT
9 Months Ended
Sep. 30, 2016
DEBT  
DEBT

 

6. DEBT

        Outstanding debt, net of debt issuance costs, consisted of the following (dollars in millions):

Huntsman Corporation

                                                                                                                                                                                    

 

 

September 30,
2016

 

December 31,
2015

 

Senior Credit Facilities:

 

 

 

 

 

 

 

Term loans

 

$

2,234 

 

$

2,454 

 

Amounts outstanding under A/R programs

 

 

218 

 

 

215 

 

Senior notes

 

 

1,873 

 

 

1,850 

 

Variable interest entities

 

 

134 

 

 

151 

 

Other

 

 

97 

 

 

125 

 

​  

​  

​  

​  

Total debt—excluding debt to affiliates

 

$

4,556 

 

$

4,795 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total current portion of debt

 

$

88 

 

$

170 

 

Long-term portion

 

 

4,468 

 

 

4,625 

 

​  

​  

​  

​  

Total debt—excluding debt to affiliates

 

$

4,556 

 

$

4,795 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total debt—excluding debt to affiliates

 

$

4,556 

 

$

4,795 

 

Notes payable to affiliates—noncurrent

 

 

 

 

 

​  

​  

​  

​  

Total debt

 

$

4,557 

 

$

4,796 

 

​  

​  

​  

​  

​  

​  

​  

​  

Huntsman International

                                                                                                                                                                                    

 

 

September 30,
2016

 

December 31,
2015

 

Senior Credit Facilities:

 

 

 

 

 

 

 

Term loans

 

$

2,234 

 

$

2,454 

 

Amounts outstanding under A/R programs

 

 

218 

 

 

215 

 

Senior notes

 

 

1,873 

 

 

1,850 

 

Variable interest entities

 

 

134 

 

 

151 

 

Other

 

 

97 

 

 

125 

 

​  

​  

​  

​  

Total debt—excluding debt to affiliates

 

$

4,556 

 

$

4,795 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total current portion of debt

 

$

88 

 

$

170 

 

Long-term portion

 

 

4,468 

 

 

4,625 

 

​  

​  

​  

​  

Total debt—excluding debt to affiliates

 

$

4,556 

 

$

4,795 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total debt—excluding debt to affiliates

 

$

4,556 

 

$

4,795 

 

Notes payable to affiliates—current

 

 

100 

 

 

100 

 

Notes payable to affiliates—noncurrent

 

 

697 

 

 

698 

 

​  

​  

​  

​  

Total debt

 

$

5,353 

 

$

5,593 

 

​  

​  

​  

​  

​  

​  

​  

​  

DIRECT AND SUBSIDIARY DEBT

        Huntsman Corporation's direct debt and guarantee obligations consist of a guarantee of certain indebtedness incurred from time to time to finance certain insurance premiums. Substantially all of our other debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation is not a guarantor of such subsidiary debt.

        Certain of our subsidiaries are designated as nonguarantor subsidiaries ("Nonguarantors") and have third-party debt agreements. These debt agreements contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of a third party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Debt Issuance Costs

        We record debt issuance costs related to a debt liability on the balance sheet as a reduction in the face amount of that debt liability. As of September 30, 2016 and December 31, 2015, the amount of debt issuance costs directly reducing the debt liability was $60 million and $67 million, respectively. We record the amortization of debt issuance costs as interest expense.

Senior Credit Facilities

        As of September 30, 2016, our senior credit facilities ("Senior Credit Facilities") consisted of our revolving credit facility ("Revolving Facility"), our 2015 extended term loan B facility due 2019 ("2015 Extended Term Loan B"), our 2014 term loan B facility due 2021 ("2014 Term Loan B"), and our 2016 term loan B facility due 2023 ("2016 Term Loan B") (dollars in millions):

                                                                                                                                                                                    

Facility

 

Committed
Amount

 

Principal
Outstanding

 

Unamortized
Discounts and
Debt Issuance
Costs

 

Carrying
Value

 

Interest Rate(3)

 

Maturity

 

Revolving Facility(1)

 

$

650

 

$

 

$

 

$

 

USD LIBOR plus 3.00%

 

 

2021

 

2015 Extended Term Loan B

 

 

N/A

 

 

566

 

 

(3

)

 

563

 

USD LIBOR plus 3.00%

 

 

2019

 

2014 Term Loan B

 

 

N/A

 

 

1,179

 

 

(48

)

 

1,131

 

USD LIBOR plus 3.00%(2)

 

 

2021

 

2016 Term Loan B

 

 

N/A

 

 

547

 

 

(7

)

 

540

 

USD LIBOR plus 3.50%(2)

 

 

2023

 


 

 

 

(1)          

We had no borrowings outstanding under our Revolving Facility; we had approximately $17 million (U.S. dollar equivalents) of letters of credit and bank guarantees issued and outstanding under our Revolving Facility.

(2)          

The 2014 Term Loan B and the 2016 Term Loan B are subject to a 0.75% LIBOR floor.

(3)          

The applicable interest rate of the Senior Credit Facilities is subject to certain secured leverage ratio thresholds. As of September 30, 2016, the weighted average interest rate on our outstanding balances under the Senior Credit Facilities was approximately 4%.

        Our obligations under the Senior Credit Facilities are guaranteed by substantially all of our domestic subsidiaries and certain of our foreign subsidiaries (collectively, the "Guarantors"), and are secured by a first priority lien on substantially all of our domestic property, plant and equipment, the stock of all of our material domestic subsidiaries and certain foreign subsidiaries, and pledges of intercompany notes between certain of our subsidiaries.

        On both July 22, 2016 and September 30, 2016, Huntsman International prepaid $100 million of its 2015 Extended Term Loan B. In connection with the $200 million prepayments on our term loan, we recognized a loss on early extinguishment of debt of $1 million in the third quarter of 2016.

Amendment to the Credit Agreement

        On April 1, 2016, Huntsman International entered into a fifteenth amendment to the agreement governing the Senior Credit Facilities (the "Credit Agreement"). The amendment provides for a new term loan facility, the 2016 Term Loan B, to refinance existing term loans pursuant to the Credit Agreement in an aggregate principal amount of $550 million. The net proceeds of the 2016 Term Loan B were used to repay in full Huntsman International's extended term loan B due 2017, our extended term loan B—series 2 due 2017 and our term loan C due 2016 ("Term Loan C"). In connection with these repayments, we recorded a loss on early extinguishment of debt of approximately $2 million in the second quarter of 2016.

        The 2016 Term Loan B matures on April 1, 2023, provided that the maturity date will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay certain of our senior notes upon maturity. The 2016 Term Loan B is subject to the same terms and conditions as our existing senior secured term loan facilities.

        The 2016 Term Loan B bears interest at an interest rate margin of LIBOR plus 3.50% (subject to a 0.75% floor) and amortizes in annual amounts equal to 1% of the principal amount of the 2016 Term Loan B, payable quarterly commencing on June 30, 2016.

        The amendment also extends the stated termination date of our Revolving Facility from March 20, 2017 to March 20, 2021, provided that the maturity date will accelerate if we do not repay, refinance or have a minimum level of liquidity available to enable us to repay our 2015 Extended Term Loan B due 2019 or our senior notes upon their maturity. The amendment further increased the committed amount of our Revolving Facility by $25 million (from $625 million to $650 million). Borrowings under the Revolving Facility bear interest at the same rate as the existing revolving commitments. As of September 30, 2016 we had no borrowings under our Revolving Facility.

A/R Programs

        Our U.S. accounts receivable securitization program ("U.S. A/R Program") and our European accounts receivable securitization program ("EU A/R Program" and collectively with the U.S. A/R Program, "A/R Programs") are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity ("U.S. SPE") and the European special purpose entity ("EU SPE") in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE. Information regarding our A/R Programs as of September 30, 2016 was as follows (monetary amounts in millions):

                                                                                                                                                                                    

Facility

 

Maturity

 

Maximum
Funding
Availability(1)

 

Amount
Outstanding

 

Interest Rate(2)

U.S. A/R Program

 

March 2018

 

$250

 

$90(3)

 

Applicable rate plus 0.95%

EU A/R Program

 

March 2018

 

€225

 

€114

 

Applicable rate plus 1.10%

 

 

 

 

(approximately $253)

 

(approximately $128)

 

 


 

 

 

(1)          

The amount of actual availability under our A/R Programs may be lower based on the level of eligible receivables sold, changes in the credit ratings of our customers, customer concentration levels and certain characteristics of the accounts receivable being transferred, as defined in the applicable agreements.

(2)          

The applicable rate for our U.S. A/R Program is defined by the lender as either USD LIBOR or CP rate. The applicable rate for our EU A/R Program is either GBP LIBOR, USD LIBOR or EURIBOR. In addition, the U.S. SPE and the EU SPE are obligated to pay unused commitment fees to the lenders based on the amount of each lender's commitment.

(3)          

As of September 30, 2016, we had approximately $7 million (U.S. dollar equivalents) of letters of credit issued and outstanding under our U.S. A/R Program.

        As of September 30, 2016 and December 31, 2015, $473 million and $438 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Redemption of Notes and Loss on Early Extinguishment of Debt

        During the nine months ended September 30, 2015, we redeemed or repurchased the following notes (dollars in millions):

                                                                                                                                                                                    

Date of Redemption

 

Notes

 

Principal
Amount of
Notes
Redeemed

 

Amount Paid
(Excluding
Accrued Interest)

 

Loss on Early
Extinguishment
of Debt

 

September 2015

 

2021 Senior Subordinated Notes

 

$

195 

 

$

204 

 

$

 

April 2015

 

2021 Senior Subordinated Notes

 

 

289 

 

 

311 

 

 

20 

 

January 2015

 

2021 Senior Subordinated Notes

 

 

37 

 

 

40 

 

 

 

Note Payable from Huntsman International to Huntsman Corporation

        As of September 30, 2016, we had a loan of $796 million to our subsidiary, Huntsman International (the "Intercompany Note"). The Intercompany Note is unsecured and $100 million of the outstanding amount is classified as current as of September 30, 2016 on our condensed consolidated balance sheets. As of September 30, 2016, under the terms of the Intercompany Note, Huntsman International promises to pay us interest on the unpaid principal amount at a rate per annum based on the previous monthly average borrowing rate obtained under our U.S. A/R Program, less 10 basis points (provided that the rate shall not exceed an amount that is 25 basis points less than the monthly average borrowing rate obtained for the U.S. LIBOR-based borrowings under our Revolving Facility).

COMPLIANCE WITH COVENANTS

        We believe that we are in compliance with the covenants contained in the agreements governing our material debt instruments, including our Senior Credit Facilities, our A/R Programs and our notes.

        Our material financing arrangements contain certain covenants with which we must comply. A failure to comply with a covenant could result in a default under a financing arrangement unless we obtained an appropriate waiver or forbearance (as to which we can provide no assurance). A default under these material financing arrangements generally allows debt holders the option to declare the underlying debt obligations immediately due and payable. Furthermore, certain of our material financing arrangements contain cross-default and cross-acceleration provisions under which a failure to comply with the covenants in one financing arrangement may result in an event of default under another financing arrangement.

        Our Senior Credit Facilities are subject to a single financial covenant (the "Leverage Covenant"), which applies only to the Revolving Facility and is calculated at the Huntsman International level. The Leverage Covenant is applicable only if borrowings, letters of credit or guarantees are outstanding under the Revolving Facility (cash collateralized letters of credit or guarantees are not deemed outstanding). The Leverage Covenant is a net senior secured leverage ratio covenant, which requires that Huntsman International's ratio of senior secured debt to EBITDA (as defined in the applicable agreement) is not more than 3.75 to 1.

        If in the future Huntsman International fails to comply with the Leverage Covenant, then we may not have access to liquidity under our Revolving Facility. If Huntsman International failed to comply with the Leverage Covenant at a time when we had uncollateralized loans or letters of credit outstanding under the Revolving Facility, Huntsman International would be in default under the Senior Credit Facilities, and, unless Huntsman International obtained a waiver or forbearance with respect to such default (as to which we can provide no assurance), Huntsman International could be required to pay off the balance of the Senior Credit Facilities in full, and we may not have further access to such facilities.

        The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs' metrics in the future could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full. An early termination event under the A/R Programs would also constitute an event of default under our Senior Credit Facilities, which could require us to pay off the balance of the Senior Credit Facilities in full and could result in the loss of our Senior Credit Facilities.