Quarterly report pursuant to Section 13 or 15(d)

DEBT

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DEBT
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
DEBT
NOTE 6 - DEBT
The table below summarizes our notes payable and long-term debt at March 31, 2024 and at December 31, 2023:
(in thousands) March 31, 2024 December 31, 2023 Maturity Date Contractual Interest Rate
Senior Credit Agreement $ 700,183  $ 640,492  December 2025
15.0%
Fixed payment obligation 30,750  26,400  December 2024 —%
Other notes (1) 3,518  3,816 
December 2024 through June 2050
0.0% to 6.0%
Subtotal 734,451  670,708 
Less: current portion of long-term debt (262,906) (199,192)
Less: unamortized debt discount and issuance costs (48,854) (49,615)
Total $ 422,691  $ 421,901 
Notes payable including current portion of long-term debt 262,906  199,192 
Less: current portion of unamortized debt issuance costs (3,983) (960)
Notes payable including current portion of long-term debt, net $ 258,923  $ 198,232 
(1) See Note 6 - Debt - Other notes payable for further information.
Amendments to Senior Credit Agreement
On May 4, 2020, BKRF OCB, LLC, a wholly-owned subsidiary of GCEH, entered into the Senior Credit Agreement with a group of lenders (the “Senior Lenders”) pursuant to which the Senior Lenders agreed to initially provide a $300.0 million senior secured term loan facility to BKRF OCB to pay the costs of retooling the Bakersfield Renewable Fuels Facility. Through various amendments, the commitments under the Senior Credit Agreement have been increased to $559.6 million as of March 31, 2024 and subsequently increased to $599.6 million as of May 6, 2024. As of March 31, 2024, we have borrowed $557.6 million under the Senior Credit Agreement, and have borrowed an additional $32.9 million through May 15, 2024. The Company deferred interest payments of $25.5 million during the three months ending March 31, 2024 for a total deferred amount of $142.0 million as of March 31, 2024.
The Company subsequently entered into Amendments No. 14 and No.15 to the Senior Credit Agreement that provided for an increase of the Senior Credit Agreement up to $599.6 million, by increasing the Tranche D loan facility up to $180.0 million, providing an additional $40.0 million of new funding (See Note 13 - Subsequent Events for further information). As of May 15, 2024, we have borrowed a total of $590.5 million under the Senior Credit Agreement. Consequently, the Company is operating with $9.2 million of uncommitted borrowing capacity under the Senior Credit Agreement. While our Senior Lenders continue approving and funding draw requests on an as-submitted basis and there are ongoing discussions with the Senior Lenders concerning increasing borrowing capacity under the Senior Credit Agreement, there can be no assurance that such future draw requests will be successful. The availability period for which the Tranche D facility can be drawn may be extended from time to time by the Administrative Agent is currently extended until May 31, 2024. The Senior Credit Agreement is secured by all the assets of our Facility, including a pledge of the member’s interest.
During the three months ended March 31, 2024, the Company recognized the following debt discount related to warrants issued (See Note 10 - Stock Options and Warrants).
Warrants issued Debt discount
Tranche D 8,047,647 $ 7,392,261 
During the year ended December 31, 2023, the Company recognized the following debt discount related to warrants issued (See Note 10 - Stock Options and Warrants).

(in thousands, except share amounts) Warrants issued Debt discount
Tranche C 8,250,000  $ 8,607 
Tranche D 24,422,941  $ 23,958 
Fixed Payment Obligation
The Company amended a derivative forward contract with the counterparty which terminated the derivative forward contract and replaced it with a fixed payment obligation. Effective January 22, 2024, we amended our fixed payment obligation to begin one month after the Facility commences its commercial operations and produces on-spec renewable diesel with the final payment due no later than December 31, 2024. In exchange, the total fixed payment obligation was increased to a total of $30.8 million.
Other Notes Payable
Included in “Other notes” are loans and notes payable facilities for miscellaneous financings, such as working capital loans in our Spanish subsidiary CCE and financing of our insurance policies. At various times the Company enters into new insurance policies to replace certain policies that are expiring and to insure for additional identified risks. As of December 31, 2023, the Company had two insurance policies financed at a rate of 8.8% to 9.0%. The Company had one insurance policy financed at a rate of 9.0% at March 31, 2024. The Company expects that it will continue to finance certain policy premiums.
The following table summarizes the minimum required payments of notes payable and long-term debt as of March 31, 2024:
(in thousands)
Year Required
Minimum Payments
2024 $ 262,898 
2025 471,378 
2026 21 
2027 4 
2028 — 
Thereafter 150 
Total $ 734,451 
Class B Units
Pursuant to the Senior Credit Agreement, BKRF HCB, LLC, an indirect wholly-owned subsidiary of the Company, has issued 397.6 million Class B Units to certain Senior Lenders as of March 31, 2024. To the extent that there is distributable cash, the Company is obligated to make certain distribution payments to holders of Class B Units, that end on the later of five years after the Facility commences commercial operations or the date on which the Class B Units equal 2.0x MOIC, after which the units will no longer require further distributions and will be considered fully redeemed. The aggregate total payments (including distributions to the Class B Units, all interest and principal payments) to the certain Senior Lenders cannot exceed two times the amount of the borrowings under the Senior Credit Agreement Tranche A and Tranche B, or approximately $792.0 million. The Tranche A and B loans under the Senior Credit Agreement, which represent $396.0 million of the $559.6 million outstanding as of March 31, 2024, do earn Class B Units, while the Tranche C and Tranche D loans do not receive Class B Units. The aggregate fair value of such units on the date of their issuances totaled approximately $16.5 million which were recorded as debt discount. The aggregate fair value of the earned units as of March 31, 2024 and December 31, 2023 was approximately $4.0 million and $3.6 million, respectively. It is expected that the fair value will fluctuate depending on market inputs that impact the projected distributable cash.