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Debt
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt

4. DEBT

Our long-term debt, as of September 30, 2021 and December 31, 2020, was as follows (in thousands):

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

2021 Credit Agreement:

 

 

 

 

 

 

Term loan, due September 2026, interest at adjusted LIBOR plus 1.375% (combined rate of 1.51% at September 30, 2021)

 

$

150,000

 

 

$

-

 

Less – deferred financing costs

 

 

(3,595

)

 

 

 

2021 Term Loan, net of unamortized discounts

 

 

146,405

 

 

 

 

$450 million revolving loan facility, due September 2026, interest at adjusted LIBOR plus applicable margin

 

 

 

 

 

 

2018 Credit Agreement:

 

 

 

 

 

 

Term loan, due March 2023, interest at adjusted LIBOR plus 1.5% (combined rate of 1.75% at December 31, 2020)

 

 

 

 

 

126,563

 

Less – deferred financing costs

 

 

 

 

 

(1,155

)

2018 Term Loan, net of unamortized discounts

 

 

 

 

 

125,408

 

$200 million revolving loan facility, due March 2023, interest at adjusted LIBOR plus applicable margin

 

 

 

 

 

 

2016 Convertible Notes:

 

 

 

 

 

 

Convertible Notes – Senior convertible notes; due March 15, 2036; cash interest at 4.25%

 

 

230,000

 

 

 

230,000

 

Less – unamortized original issue discount

 

 

(671

)

 

 

(3,021

)

Less – deferred financing costs

 

 

(259

)

 

 

(1,170

)

2016 Convertible Notes, net of unamortized discounts

 

 

229,070

 

 

 

225,809

 

Total debt, net of unamortized discounts

 

 

375,475

 

 

 

351,217

 

Current portion of long-term debt, net of unamortized discounts

 

 

(236,570

)

 

 

(14,063

)

Long-term debt, net of unamortized discounts

 

$

138,905

 

 

$

337,154

 

2021 Credit Agreement. On September 13, 2021, we entered into a new $600 million credit agreement (the “2021 Credit Agreement”) with a consortium of banks to replace our $350 million credit agreement (“2018 Credit Agreement”).

The 2021 Credit Agreement provides borrowings in the form of: (i) a $150 million aggregate principal five-year term loan (the “2021 Term Loan”); and (ii) a $450 million aggregate principal five-year revolving loan facility (the “2021 Revolver”). With the $150 million proceeds from the 2021 Term Loan, we repaid the outstanding $120 million balance of the term loan under the 2018 Credit Agreement, resulting in a net increase of available cash by $30 million, a portion of which we used to pay certain fees and expenses in connection with the refinancing, and the remainder of which will be used for general corporate purposes.

The interest rates under the 2021 Credit Agreement are based upon our choice of an adjusted LIBOR rate plus an applicable margin of 1.375% - 2.125%, or an alternate base rate (“ABR”) plus an applicable margin of 0.375% - 1.125%, with the applicable margin, depending on our then-net secured total leverage ratio. We will pay a commitment fee of 0.150% - 0.325% of the average daily unused amount of the 2021 Revolver, with the commitment fee rate also dependent upon our then-net secured total leverage ratio. The 2021 Credit Agreement includes LIBOR transition language in which we can elect an ABR, a Eurodollar rate, an alternate currency term rate, or an alternate currency daily rate.

The 2021 Credit Agreement contains customary affirmative covenants. In addition, the 2021 Credit Agreement has customary negative covenants that places limits on our ability to: (i) incur additional indebtedness; (ii) create liens on its property; (iii) make investments; (iv) enter into mergers and consolidations; (v) sell assets; (vi) declare dividends or repurchase shares; (vii) engage in certain transactions with affiliates; and (viii) prepay certain indebtedness; and (ix) issue capital stock of subsidiaries. We must also meet certain financial covenants to include: (i) a maximum total leverage ratio; (ii) a maximum first-lien leverage ratio; and (iii) a minimum interest coverage ratio. In conjunction with the 2021 Credit Agreement, we entered into a security agreement in favor of Bank of America N.A, as collateral agent (the “Security Agreement”). Under the Security Agreement and 2021 Credit Agreement, certain of our domestic subsidiaries have guaranteed its obligations, and have pledged substantially all of our assets to secure the obligations under the 2021 Credit Agreement and such guarantees.

During the nine months ended September 30, 2021, we made $6.6 million of principal repayments on our 2018 Term Loan. As of September 30, 2021, our interest rate on the 2021 Term Loan is 1.51% (adjusted LIBOR plus 1.375% per annum), effective through December 31 2021, and our commitment fee on the 2021 Revolver is 0.15%. As of September 30, 2021, we had no borrowing outstanding on our 2021 Revolver and had the entire $450.0 million available to us.

In conjunction with the closing of the 2021 Credit Agreement, we incurred financing costs of $3.0 million. When combined with the remaining deferred financing costs of the 2018 Credit Agreement, financing costs of $3.7 million have been deferred and are being amortized to interest expense using the effective interest method over the related term of the 2021 Credit Agreement. Additionally, as certain lenders from the 2018 Credit Agreement chose not to participate in the 2021 Credit Agreement syndication group, we wrote-off $0.1 million of unamortized debt issuance costs and recognized a loss on extinguishment of that debt.

2016 Convertible Notes. We will settle conversions of the 2016 Convertible Notes by paying or delivering, as the case may be, cash, shares of our common stock, or a combination thereof, at our election. It is our current intent and policy to settle our conversion obligations as follows: (i) pay cash for 100% of the par value of the 2016 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we can satisfy the remaining conversion obligation in our common stock, cash, or a combination thereof.

The 2016 Convertible Notes will be convertible at the option of the note holders upon the satisfaction of specified conditions and during certain periods. During the period from, and including, December 15, 2021 to the close of business on the business day immediately preceding March 15, 2022 and on or after December 15, 2035, holders may convert all or any portion of their 2016 Convertible Notes at the conversion rate then in effect at any time regardless of these conditions. For the 2016 Convertible Notes presented during this time frame, the settlement amount will be equal to the sum of the daily settlement amounts for each of the following 40 consecutive trading days during the related observation period.

As the 2016 Convertible Notes can be converted at the holder's option beginning December 15, 2021 and ending March 15, 2022, subject to an observation holding period of 40 days, the net carrying value of the 2016 Convertible Notes of $229.1 million has been classified as a current liability in our Balance Sheet as of September 30, 2021.

As a result of our quarterly dividend in September 2021 (see Note 8), the previous conversion rate for the 2016 Convertible Notes of 17.7159 shares of our common stock per $1,000 principal amount of the 2016 Convertible Notes, which is equivalent to an initial conversion price of $56.45 per share of our common stock, has been adjusted to 17.7403 shares of our common stock per $1,000 principal amount of the 2016 Convertible Notes, which is equivalent to an initial conversion price of $56.37 per share of our common stock. Holders may require us to repurchase the 2016 Convertible Notes for cash on each of March 15, 2022, March 15, 2026, and March 15, 2031, or upon the occurrence of a fundamental change (as defined in the 2016 Convertible Notes Indenture) in each case at a purchase price equal to the principal amount thereof plus accrued and unpaid interest.

We may redeem for cash all or part of the 2016 Convertible Notes if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. On or after March 15, 2022, we may redeem for cash all or part of the 2016 Convertible Notes regardless of the sales price condition described in the preceding sentence. In each case, the redemption price will equal the principal amount of the 2016 Convertible Notes to be redeemed, plus accrued and unpaid interest.

As of September 30, 2021, none of the conversion features have been achieved, and thus, the 2016 Convertible Notes are not convertible by the holders.