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Financing
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Financing

6. FINANCING

 

 

 

March 31, 2019

 

 

December 31, 2018

 

5.00% senior notes due March 2027

 

$

750.0

 

 

$

750.0

 

8.25% senior notes due March 2027

 

 

1,000.0

 

 

 

 

6.00% senior notes due June 2025

 

 

1,500.0

 

 

 

1,500.0

 

5.50% senior notes due June 2024

 

 

650.0

 

 

 

650.0

 

5.00% senior notes due June 2021

 

 

650.0

 

 

 

650.0

 

6.00% senior secured notes due March 2026

 

 

1,500.0

 

 

 

 

5.50% senior secured notes due March 2024

 

 

1,250.0

 

 

 

 

Senior secured term loan due December 2022

 

 

261.3

 

 

 

486.3

 

Senior secured revolving credit facility

 

 

 

 

 

 

Total principal amount of debt

 

$

7,561.3

 

 

$

4,036.3

 

Less: Original issue discount, net of amortization

 

 

(0.8

)

 

 

(1.5

)

Less: Debt issuance costs, net of amortization

 

 

(100.9

)

 

 

(48.9

)

Total long-term debt

 

$

7,459.6

 

 

$

3,985.9

 

 

See Note 6 in the Notes to Consolidated Financial Statements in the 2018 Annual Report for additional information on the terms and conditions of the 5.00% senior notes due 2027, the 6.00% senior notes due 2025, the 5.50% senior notes due 2024, the 5.00% senior notes due 2021 (collectively, the Existing Notes) and the senior secured term loan due 2022 (the 2022 Term Loan).  

New Notes

In connection with the anticipated Acquisition, in February 2019, CommScope Finance LLC, a wholly owned subsidiary of the Company and an unrestricted subsidiary as defined in the indentures governing the Existing Notes and the credit agreements governing the Company’s existing senior secured credit facilities, issued $1.0 billion of the New Unsecured Notes, $1.5 billion of the 2026 Secured Notes and $1.25 billion of the 2024 Secured Notes. The proceeds from the issuance of the New Notes were held in escrow until the closing of the Acquisition on April 4, 2019. Concurrent with the closing of the Acquisition, CommScope Finance LLC merged with and into CommScope, Inc., with CommScope, Inc. continuing as the surviving entity, upon which CommScope, Inc. became the issuer of the Notes by operation of law. See Note 12 for further update of the status of the Acquisition.

The indentures governing the New Notes contain covenants that restrict the ability of CommScope, Inc. and its restricted subsidiaries to, among other things, incur additional debt, make certain payments, including payment of dividends or repurchases of equity interests of CommScope, Inc., make loans or acquisitions or capital contributions and certain investments, incur certain liens, sell assets, merge or consolidate or liquidate other entities and enter into certain transactions with affiliates.

There are no financial maintenance covenants in the indentures governing the New Notes. Events of default under the indentures governing the New Notes include, among others, non-payment of principal or interest when due, covenant defaults, bankruptcy and insolvency events and cross defaults.

8.25% Senior Notes due 2027

The New Unsecured Notes mature on March 1, 2027. Interest is payable on the New Unsecured Notes semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. Prior to the closing of the Acquisition, the New Unsecured Notes were not guaranteed and were secured by a first-priority security interest in the funds held in the applicable escrow account. After the closing of the Acquisition, the New Unsecured Notes are guaranteed on a senior unsecured basis by each of CommScope, Inc.’s existing and future wholly owned domestic restricted subsidiaries that is an obligor under the senior secured credit facilities or certain other debt, subject to certain exceptions. The New Unsecured Notes and the related guarantees rank senior in right of payment to all of CommScope, Inc.’s and the guarantors’ subordinated indebtedness and equally in right of payment with all of CommScope, Inc.’s and the guarantors’ senior indebtedness (without giving effect to collateral arrangements), including the senior secured credit facilities, the 2026 Secured Notes, the 2024 Secured Notes and the Existing Notes. The New Unsecured Notes and the related guarantees are effectively junior to all of CommScope, Inc.’s and the guarantors’ existing and future secured debt, including the 2026 Secured Notes and 2024 Secured Notes (discussed below) and the senior secured credit facilities, to the extent of the value of the assets securing such secured debt. In addition, the New Unsecured Notes and related guarantees are structurally subordinated to all existing and future liabilities (including trade payables) of CommScope, Inc.’s subsidiaries that do not guarantee the New Unsecured Notes.

The New Unsecured Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the New Unsecured Notes may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest. The New Unsecured Notes may be redeemed on or after March 1, 2022 at the redemption prices specified in the indenture governing the New Unsecured Notes. Prior to March 1, 2022, the New Unsecured Notes may be redeemed at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as specified in the indenture governing the New Unsecured Notes), plus accrued and unpaid interest. Prior to March 1, 2022, under certain circumstances, CommScope, Inc. may also redeem up to 40% of the aggregate principal amount of the New Unsecured Notes at a redemption price of 108.250%, plus accrued and unpaid interest, using the proceeds of certain equity offerings.

In connection with issuing the New Unsecured Notes, the Company incurred costs of $17.3 million during the three months ended March 31, 2019, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the New Unsecured Notes.

6.00% Senior Secured Notes due 2026

The 2026 Secured Notes mature on March 1, 2026. Interest is payable on the 2026 Secured Notes semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. Prior to the closing of the Acquisition, the 2026 Secured Notes were not guaranteed and were secured by a first-priority security interest in the funds held in the applicable escrow account. After the closing of the Acquisition, the 2026 Secured Notes are guaranteed on a senior secured basis by the Company and each of CommScope, Inc.’s existing and future wholly owned domestic restricted subsidiaries that is an obligor under the senior secured credit facilities or certain other debt, subject to certain exceptions. The 2026 Secured Notes and the related guarantees are secured on a first-priority basis by security interests in all of the assets that secure indebtedness under the 2026 Term Loan on a first-priority basis, and on a second-priority basis in all assets that secure the new asset-based revolving credit facility on a first-priority basis and the 2026 Term Loan on a second-priority basis. The 2026 Secured Notes and the related guarantees rank senior in right of payment to all of CommScope, Inc.’s and the guarantors’ subordinated indebtedness and equally in right of payment with all of CommScope, Inc.’s and the guarantors’ senior indebtedness (without giving effect to collateral arrangements), including the senior secured credit facilities, the New Unsecured Notes, the 2024 Secured Notes and the Existing Notes. The 2026 Secured Notes and the related guarantees are effectively senior to all of CommScope, Inc.’s and the guarantors’ unsecured indebtedness and debt secured by a lien junior to the liens securing the 2026 Secured Notes, in each case to the extent of the value of the collateral, and effectively equal to all of CommScope, Inc.’s and the guarantors’ senior indebtedness secured on the same priority basis as the 2026 Secured Notes, including the 2026 Term Loan and the 2024 Secured Notes. The 2026 Secured Notes and the related guarantees are effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by assets that do not constitute collateral and effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by a senior-priority lien, including under the new asset-based revolving credit facility, in each case to the extent of the value of the assets securing such indebtedness. In addition, the 2026 Secured Notes and related guarantees are structurally subordinated to all existing and future liabilities (including trade payables) of CommScope, Inc.’s subsidiaries that do not guarantee the 2026 Secured Notes.

The 2026 Secured Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the 2026 Secured Notes may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest.  The 2026 Secured Notes may be redeemed on or after March 1, 2022 at the redemption prices specified in the indenture governing the 2026 Secured Notes. Prior to March 1, 2022, the 2026 Secured Notes may be redeemed at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as specified in the indenture governing the 2026 Secured Notes), plus accrued and unpaid interest. Prior to March 1, 2022, under certain circumstances, CommScope, Inc. may also redeem up to 40% of the aggregate principal amount of the 2026 Secured Notes at a redemption price of 106.000%, plus accrued and unpaid interest, using the proceeds of certain equity offerings.

In connection with issuing the 2026 Secured Notes, the Company incurred costs of $22.1 million during the three months ended March 31, 2019, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the 2026 Secured Notes.

5.50% Senior Secured Notes due 2024

The 2024 Secured Notes mature on March 1, 2024. Interest is payable on the 2024 Secured Notes semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. Prior to the closing of the Acquisition, the 2024 Secured Notes were not guaranteed and were secured by a first-priority security interest in the funds held in the applicable escrow account. After the closing of the Acquisition, the 2024 Secured Notes are guaranteed on a senior secured basis by the Company and each of CommScope, Inc.’s existing and future wholly owned domestic restricted subsidiaries that is an obligor under the senior secured credit facilities or certain other debt, subject to certain exceptions. The 2024 Secured Notes and the related guarantees are secured on a first-priority basis by security interests in all of the assets that secure indebtedness under the 2026 Term Loan on a first-priority basis, and on a second-priority basis in all assets that secure the new asset-based revolving credit facility on a first-priority basis and the 2026 Term Loan on a second-priority basis. The 2024 Secured Notes and the related guarantees rank senior in right of payment to all of CommScope, Inc.’s and the guarantors’ subordinated indebtedness and equally in right of payment with all of CommScope, Inc.’s and the guarantors’ senior indebtedness (without giving effect to collateral arrangements), including the senior secured credit facilities, the New Unsecured Notes, the 2026 Secured Notes and the Existing Notes. The 2024 Secured Notes and the related guarantees are effectively senior to all of CommScope, Inc.’s and the guarantors’ unsecured indebtedness and debt secured by a lien junior to the liens securing the 2024 Secured Notes, in each case to the extent of the value of the collateral, and effectively equal to all of CommScope, Inc.’s and the guarantors’ senior indebtedness secured on the same priority basis as the 2024 Secured Notes, including the 2026 Term Loan and the 2026 Secured Notes. The 2024 Secured Notes and the related guarantees are effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by assets that do not constitute collateral and effectively subordinated to any of CommScope, Inc.’s or the guarantors’ indebtedness that is secured by a senior-priority lien, including under the new asset-based revolving credit facility, in each case to the extent of the value of the assets securing such indebtedness. In addition, the 2024 Secured Notes and related guarantees are structurally subordinated to all existing and future liabilities (including trade payables) of CommScope, Inc.’s subsidiaries that do not guarantee the 2024 Secured Notes.

The 2024 Secured Notes may be redeemed prior to maturity under certain circumstances. Upon certain change of control events, the 2024 Secured Notes may be redeemed at the option of the holders at 101% of their face amount, plus accrued and unpaid interest.  The 2024 Secured Notes may be redeemed on or after March 1, 2022 at the redemption prices specified in the indenture governing the 2024 Secured Notes. Prior to March 1, 2021, the 2024 Secured Notes may be redeemed at a redemption price equal to 100% of their principal amount, plus a make-whole premium (as specified in the indenture governing the 2024 Secured Notes), plus accrued and unpaid interest. Prior to March 1, 2021, under certain circumstances, CommScope, Inc. may also redeem up to 40% of the aggregate principal amount of the 2024 Secured Notes at a redemption price of 105.500%, plus accrued and unpaid interest, using the proceeds of certain equity offerings.

In connection with issuing the 2024 Secured Notes, the Company incurred costs of $18.4 million during the three months ended March 31, 2019, which were recorded as a reduction of the carrying amount of the debt and are being amortized over the term of the 2024 Secured Notes.

Senior Secured Credit Facilities

During the three months ended March 31, 2019, the Company repaid $225.0 million of the 2022 Term Loan.  In connection with the repayment, $3.6 million of original issue discount and debt issuance costs were written off and included in interest expense.

In connection with the anticipated Acquisition, in February 2019, CommScope, Inc. obtained syndicated commitments of $3.2 billion, less $32.0 million of original issue discount, in the 2026 Term Loan with an interest rate of LIBOR plus 3.25%. The 2026 Term Loan was not funded until closing of the Acquisition on April 4, 2019; therefore, there was no balance outstanding under the 2026 Term Loan as of March 31, 2019. The Company used a portion of the proceeds from the 2026 Term Loan to pay off the remaining balance on the 2022 Term Loan and the remaining proceeds were used to finance the Acquisition. The Company incurred costs of $6.2 million during the three months ended March 31, 2019 related to the 2026 Term Loan that were recorded in other noncurrent assets as of March 31, 2019 but will be reclassified as a reduction of the carrying amount of the debt after closing of the Acquisition and amortized over the term of the 2026 Term Loan. The Company also incurred ticking fees related to the 2026 Term Loan of $10.7 million during the three months ended March 31, 2019 that were included in interest expense. See Note 12 for further update on the status of the Acquisition.

As of March 31, 2019, the Company had no outstanding borrowings under its existing asset-based revolving credit facility and the Company did not borrow under its existing asset-based revolving credit facility to fund the Acquisition. As of March 31, 2019, the Company had availability of $490.7 million under the existing asset-based revolving credit facility, after giving effect to borrowing base limitations and outstanding letters of credit.

No portion of the 2022 Term Loan was reflected as a current portion of long-term debt as of March 31, 2019 related to the potentially required excess cash flow payment because the amount that may be payable in 2020, if any, cannot currently be reliably estimated. There was no excess cash flow payment required in 2019 related to 2018.

Other Matters

The following table summarizes scheduled maturities of long-term debt as of March 31, 2019:

 

 

Remainder of 2019

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

Thereafter

 

Scheduled maturities of long-term debt

 

$

 

 

$

 

 

$

650.0

 

 

$

261.3

 

 

$

 

 

$

6,650.0

 

The Company’s non-guarantor subsidiaries held $2,208 million, or 21%, of total assets and $517 million, or 6%, of total liabilities as of March 31, 2019 and accounted for $415 million, or 38% of net sales for the three months ended March 31, 2019. As of December 31, 2018, the non-guarantor subsidiaries held $2,354 million, or 36%, of total assets and $454 million, or 9%, of total liabilities. For the three months ended March 31, 2018, the non-guarantor subsidiaries accounted for $464 million, or 41% of net sales. All amounts presented exclude intercompany balances.

The weighted average effective interest rate on outstanding borrowings, including the amortization of debt issuance costs and original issue discount, was 6.26% and 5.73% at March 31, 2019 and December 31, 2018, respectively.