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Debt
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Debt
Note 7 - Debt
The following table provides details of the carrying values of debt as of the dates indicated (in millions):
 
 
 
 
December 31,
 Description
 
Maturity Date
 
2016
 
2015
Senior secured credit facility:
 
 
 
 
 
 
Revolving loans
 
October 29, 2018
 
$
279.9

 
$
208.5

Term loan
 
November 21, 2019
 
237.5

 
250.0

4.875% Senior Notes
 
March 15, 2023
 
400.0

 
400.0

Other credit facilities
 
Varies
 
13.4

 
16.4

Capital lease obligations, weighted average interest rate of 2.9%
 
In installments through December 1, 2021
 
98.6

 
130.9

Notes payable, weighted average interest rate of 3.1%
 
In installments through December 15, 2018
 
6.4

 
17.4

Total long-term debt obligations
 
$
1,035.8

 
$
1,023.2

Less unamortized deferred financing costs (a)
 
(9.8
)
 
(12.9
)
Total debt, net of deferred financing costs
 
$
1,026.0

 
$
1,010.3

Current portion of long-term debt
 
64.6

 
77.4

Long-term debt
 
$
961.4

 
$
932.9


(a)
The Company adopted ASU 2015-03 as of January 1, 2016, which resulted in the reclassification of $12.9 million of deferred financing costs from other current and other long-term assets to current and long-term debt as of December 31, 2015.
Senior Secured Credit Facility    
The Company has a senior secured credit facility, referred to as the “Credit Facility.” See Note 18 - Subsequent Events regarding the February 2017 amendment of the Company’s Credit Facility. The following discussion pertains to the Credit Facility as in effect as of December 31, 2016.
Under the Credit Facility, aggregate borrowing commitments total approximately $1.24 billion, composed of $1.0 billion of revolving commitments and a term loan in the principal amount of $238 million (the “Term Loan”) as of December 31, 2016. Revolving commitments under the Credit Facility mature on October 29, 2018, and the Term Loan matures on November 21, 2019. The Term Loan is subject to amortization in quarterly principal installments of $3.1 million, which commenced in March 2016, subject to reduction as a result of the application of certain prepayments in accordance with the terms of the Credit Facility. The Credit Facility provides the ability to borrow in either Canadian dollars or Mexican pesos, up to an aggregate equivalent amount of $200 million. In May 2016, the Credit Facility was amended to increase the maximum amount available for letters of credit from $450 million to $650 million, of which $100 million can be denominated in either Canadian dollars or Mexican pesos. The Credit Facility also provides for swing line loans of up to $75 million. Borrowings under the Credit Facility are used for working capital requirements, capital expenditures and other corporate purposes, including equity, joint venture or other investments, the repurchase or prepayment of indebtedness and share repurchases.
As of December 31, 2016 and 2015, outstanding revolving loans under the Credit Facility, which included approximately $119 million and $88 million, respectively, of borrowings denominated in foreign currencies, accrued interest at weighted average rates of approximately 3.71% and 2.95% per annum, respectively. The Term Loan accrued interest at a rate of 2.77% and 2.42%, as of December 31, 2016 and 2015, respectively. Letters of credit of approximately $314.3 million and $292.8 million were issued as of December 31, 2016 and 2015, respectively, and letter of credit fees accrued at 1% per annum for performance standby letters of credit, and at 2% per annum for financial standby letters of credit as of both periods. Outstanding letters of credit mature at various dates and most have automatic renewal provisions, subject to prior notice of cancellation. As of December 31, 2016 and 2015, borrowing capacity of $405.9 million and $498.7 million, respectively, was available for revolving loans, or up to $335.7 million and $157.2 million, respectively, for new letters of credit. Borrowing capacity as of December 31, 2016 and 2015 included $80.9 million and $111.8 million, respectively, of availability in either Canadian dollars or Mexican pesos. The unused facility fee was 0.40% as of both December 31, 2016 and 2015.
Under an “accordion” feature of the Credit Facility, the Company has the option, subject to certain conditions, to increase revolving commitments and/or establish additional term loan tranches in an aggregate amount of $250 million. These additional term loan tranches may, subject to certain terms and conditions described in the Credit Facility, rank equal or junior in respect of right of payment and/or collateral to the Credit Facility and may, subject to certain limitations described in the Credit Facility, have terms and pricing that differ from the Credit Facility. Outstanding revolving loans and the Term Loan under the Credit Facility bear interest, at the Company’s option, at a rate equal to either (a) a Eurocurrency Rate, as defined in the Credit Facility, plus a margin of 1.00% to 2.00% or (b) a Base Rate, plus a margin of 0.00% to 1.00%. The Base Rate equals the highest of (i) the Federal Funds Rate, as defined in the Credit Facility, plus 0.50%, (ii) Bank of America’s prime rate and (iii) the Eurocurrency Rate plus 1.00%. Financial standby letters of credit and commercial letters of credit issued under the Credit Facility are subject to a letter of credit fee of 1.00% to 2.00%, and performance standby letters of credit are subject to a letter of credit fee of 0.50% to 1.00%. The Company must also pay a commitment fee to the lenders of 0.20% to 0.40% on any unused availability under the Credit Facility. In each of the foregoing cases, the applicable margin or fee is based on the Company’s Consolidated Leverage Ratio, as defined in the Credit Facility, as of the then most recent fiscal quarter.
The Credit Facility provides for a maximum Consolidated Leverage Ratio, as defined in the Credit Facility, of up to 3.50 (subject to the Acquisition Adjustment described below). The Credit Facility also requires that the Company maintain a minimum Consolidated Interest Coverage Ratio, as defined in the Credit Facility, of 3.00. The Credit Facility provides that, for purposes of calculating the Consolidated Leverage Ratio, certain cash charges may be added back to the calculation of Consolidated EBITDA, as defined in the Credit Facility, and funded indebtedness excludes undrawn standby performance letters of credit. Additionally, notwithstanding the terms discussed above, subject to certain conditions, if a permitted acquisition or series of permitted acquisitions having consideration exceeding $50 million occurs during a fiscal quarter, the Consolidated Leverage Ratio may be temporarily increased to up to 3.75 during such fiscal quarter and the subsequent two fiscal quarters (the “Acquisition Adjustment”). Such right may be exercised no more than two times during the term of the Credit Facility.
The Credit Facility is guaranteed by certain subsidiaries of the Company (the “Guarantor Subsidiaries”) and the obligations under the Credit Facility are secured by substantially all of the Company’s and the Guarantor Subsidiaries’ respective assets, subject to certain exceptions. Under the Credit Facility, if the “Loan Party EBITDA,” as defined in the Credit Facility, as of the last four consecutive fiscal quarters does not represent at least 70% of the “Adjusted Consolidated EBITDA,” as defined in the Credit Facility, for such period, then the Company must designate additional subsidiaries as Guarantor Subsidiaries, and cause them to join the applicable guaranty and security agreements to the Credit Facility. Additionally, any domestic subsidiary with consolidated EBITDA of at least 15% of the Adjusted Consolidated EBITDA must become a Guarantor Subsidiary and join the applicable guaranty and security agreements. Subject to customary exceptions, the Credit Facility limits the borrowers’ and the Guarantor Subsidiaries’ ability to engage in certain activities, including acquisitions, mergers and consolidations, debt incurrence, investments, capital expenditures, asset sales, debt prepayments, lien incurrence and the making of distributions or repurchases of capital stock. However, distributions payable solely in capital stock are permitted. The Credit Facility provides for customary events of default and carries cross-default provisions with the Company’s other significant debt instruments, including the Company’s indemnity agreement with its surety provider, as well as customary remedies, including the acceleration of repayment of outstanding amounts and other remedies with respect to the collateral securing the Credit Facility obligations.
Other Credit Facilities. The Company has other credit facilities that support the working capital requirements of its foreign operations. Borrowings under these credit facilities, which have varying dates of maturity and are generally renewed on an annual basis, are primarily denominated in Canadian dollars. Maximum borrowing capacity totaled Canadian $40.0 million as of both December 31, 2016 and 2015, or approximately $29.8 million and $28.9 million, respectively. Outstanding borrowings totaled approximately $13.4 million and $16.4 million as of December 31, 2016 and 2015, respectively, and accrued interest at a weighted average rate of 3.6% as of both periods. Outstanding borrowings that are not renewed are repaid with borrowings under the Credit Facility. Accordingly, the carrying amounts of the Company’s borrowings under its other credit facilities are classified within long-term debt in the Company’s consolidated balance sheets. The Company’s other credit facilities are subject to customary provisions and covenants.
4.875% Senior Notes
The Company has $400 million of 4.875% Senior Notes due March 15, 2023, which were issued in 2013 in a registered public offering. Interest on the 4.875% Senior Notes is payable on March 15 and September 15 of each year. The 4.875% Senior Notes are senior unsecured unsubordinated obligations and rank equal in right of payment with existing and future unsubordinated debt, and rank senior in right of payment to existing and future subordinated debt and are fully and unconditionally guaranteed on an unsecured, unsubordinated, joint and several basis by certain of the Company’s existing and future 100%-owned direct and indirect domestic subsidiaries that are each guarantors of the Credit Facility or other outstanding indebtedness. See Note 17 - Supplemental Guarantor Condensed Consolidating Financial Information. The 4.875% Senior Notes are effectively junior to MasTec’s secured debt, including the Credit Facility and the Term Loan, to the extent of the value of the assets securing that debt.
The Company has the option to redeem all or a portion of the 4.875% Senior Notes at any time on or after March 15, 2018 at the redemption prices set forth in the indenture that governs the 4.875% Senior Notes (the “4.875% Senior Notes Indenture”) plus accrued and unpaid interest, if any, to the redemption date. At any time prior to March 15, 2018, the Company may redeem all or a part of the 4.875% Senior Notes at a redemption price equal to 100% of the principal amount of 4.875% Senior Notes redeemed plus an applicable premium, as defined in the 4.875% Senior Notes Indenture, together with accrued and unpaid interest, if any, to the redemption date. The 4.875% Senior Notes Indenture, among other things, generally limits the ability of the Company and certain of its subsidiaries, subject to certain exceptions, to (i) incur additional debt and issue preferred stock, (ii) create liens, (iii) pay dividends, acquire shares of capital stock, make payments on subordinated debt or make investments, (iv) place limitations on distributions from certain subsidiaries, (v) issue guarantees, (vi) issue or sell the capital stock of certain subsidiaries, (vii) sell assets, (viii) enter into transactions with affiliates and (ix) effect mergers. The 4.875% Senior Notes Indenture provides for customary events of default, as well as customary remedies upon an event of default, as defined in the 4.875% Senior Notes Indenture, including acceleration of repayment of outstanding amounts.
Senior Convertible Notes
The Company’s 4.25% Convertible Notes (the “4.25% Convertible Notes”) matured and were converted in December 2014. The Company paid an aggregate of $97 million in cash and issued an aggregate of 2.4 million shares of its common stock to settle the 4.25% Convertible Notes in accordance with their respective terms. The value of the shares issued to settle the 4.25% Convertible Notes was $41.0 million, based on the market price of the Company’s common stock on the date the shares were issued. Additionally, the Company’s 4.0% Convertible Notes (the “4.0% Convertible Notes”) matured and were converted in June 2014. The Company paid an aggregate of $105 million in cash and issued an aggregate of 4.2 million shares of its common stock to settle the 4.0% Convertible Notes in accordance with their respective terms. The value of the shares issued to settle the 4.0% Convertible Notes was $114.8 million, based on the market price of the Company’s common stock on the date the shares were issued. The shares issued in settlement of the aforementioned convertible notes were issued from the Company’s treasury stock.
Debt Covenants
MasTec was in compliance with the provisions and covenants of its outstanding debt instruments as of December 31, 2016 and 2015.
Contractual Maturities of Debt and Capital Lease Obligations
Contractual maturities of MasTec’s debt and capital lease obligations as of December 31, 2016 were as follows (in millions):
2017
$
64.9

2018
340.6

2019
224.7

2020
3.6

2021
2.0

Thereafter
400.0

Total
$
1,035.8


As of December 31, 2016 and 2015, accrued interest payable, which is recorded within other accrued expenses in the consolidated balance sheets, totaled $8.5 million, and $7.7 million, respectively.