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Note 8 - Long-term Debt
6 Months Ended
Jun. 30, 2018
Notes to Financial Statements  
Long-term Debt [Text Block]
8.
LONG-TERM DEBT
 
The carrying amount of long-term debt consisted of the following (in thousands):
 
   
June 30, 2018
   
December 31, 2017
 
Notes
  $
450,000
    $
450,000
 
Senior Credit Facilities
   
738,750
     
744,375
 
Capital lease obligation
   
259
     
267
 
Total debt
   
1,189,009
     
1,194,642
 
Less unamortized debt issuance costs
   
(19,594
)    
(19,585
)
Less current portion
   
(17,500
)    
(14,375
)
Total long-term debt
  $
1,151,915
    $
1,160,682
 
 
Notes.
On
June 17, 2015,
the Company issued
$450
million aggregate principal amount of
5.75%
senior unsecured notes due
2022
(the “Notes”). The Notes mature on
June 15, 2022
and interest is payable on
June
15th
and
December
15th
of each year. The Notes were issued pursuant to an indenture dated as of
June 17, 2015 (
the “Indenture”). The Indenture provides for early redemption of the Notes, at the option of the Company, at the prices and subject to the terms specified in the Indenture. The Indenture includes certain covenants relating to debt incurrence, liens, restricted payments, asset sales and transactions with affiliates, changes in control and mergers or sales of all or substantially all of the Company’s assets. The Indenture also provides for customary events of default (subject, in certain cases, to customary grace periods).
 
Senior Credit Facilities.
On
June 30, 2015,
the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the other agents party thereto. The Credit Agreement provided for a
five
-year revolving credit facility in an aggregate principal amount of
$200
million (the “Revolving Credit Facility”) and a
five
-year term loan facility in an aggregate principal amount of
$100
million (the “Term Loan Facility”). Concurrently with its entry into the Credit Agreement, the Company borrowed the full amount of the Term Loan Facility. The Revolving Credit Facility also gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility.
 
On
May 1, 2017,
the Company and the lenders amended and restated the Credit Agreement (the “Amended and Restated Credit Agreement”) and the Company incurred
$750
million of senior secured loans (the “New Loans”) which were used, together with cash on hand, to finance the NewWave acquisition, repay in full the Term Loan Facility and pay related fees and expenses. The New Loans consist of a
five
-year term “A” loan in an aggregate principal amount of
$250
million (the “Term Loan A”) and a
seven
-year term “B” loan in an aggregate principal amount of
$500
million (the “Term Loan B” and, together with the Term Loan A and the Revolving Credit Facility, the “Senior Credit Facilities”). The obligations under the Amended and Restated Credit Agreement are guaranteed by the Company’s wholly owned domestic subsidiaries and are secured, subject to certain exceptions, by substantially all assets of the Company and the guarantors.
 
On
April 23, 2018,
the Company entered into Amendment
No.
1
(the “Repricing Amendment”) to the Amended and Restated Credit Agreement. The Repricing Amendment amended the Amended and Restated Credit Agreement to, among other things, (i) decrease the applicable margin for the Term Loan B to
1.75%
for London Interbank Offered Rate (“LIBOR”) borrowings and
0.75%
for base rate borrowings, (ii) reset the period during which a prepayment premium in respect of the Term Loan B
may
be required for a Repricing Transaction until
six
months after the effective date of the Repricing Amendment and (iii) reset the period during which the Term Loan B benefits from certain “most favored nation” pricing protections until
12
months after the effective date of the Repricing Amendment. Other than as set forth above, all other material terms and provisions of the Senior Credit Facilities described below remain substantially the same.
 
The interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either LIBOR or a base rate, plus an applicable margin equal to, (i) with respect to the Term Loan A and the Revolving Credit Facility,
1.50%
to
2.25%
for LIBOR loans and
0.50%
to
1.25%
for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s total net leverage ratio and (ii) with respect to the Term Loan B, (
x
)
2.25%
for LIBOR loans and
1.25%
for base rate loans through
April 22, 2018
and (y)
1.75%
for LIBOR loans and
0.75%
for base rate loans after
April 22, 2018.
 
The Term Loan A
may
be prepaid at any time without premium and amortizes quarterly at a rate (expressed as a percentage of the original principal amount) of
2.5%
per annum for the
first
year after funding,
5.0%
per annum for the
second
year after funding,
7.5%
per annum for the
third
year after funding and
10.0%
per annum for the
fourth
and
fifth
years after funding, with the outstanding balance due upon maturity. The Term Loan B amortizes quarterly at a rate (expressed as a percentage of the original principal amount) of
1.0%
per annum, with the outstanding balance due upon maturity. The Term Loan B is subject to a
1.0%
prepayment premium if prepaid in connection with a “Repricing Transaction” (as defined in the Amended and Restated Credit Agreement) within
six
months of the effective date of the Repricing Amendment (as defined below), benefits from certain “most favored nation” pricing protections and is
not
subject to the financial maintenance covenants under the Amended and Restated Credit Agreement. Other than as set forth above, the New Loans are subject to terms substantially similar to those under the Credit Agreement.
 
The Company
may,
subject to certain specified terms and provisions, obtain additional credit facilities of up to
$425
million under the Amended and Restated Credit Agreement plus an unlimited amount so long as, on a pro forma basis, the Company’s First Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) is
no
greater than
1.80
to
1.00.
The Amended and Restated Credit Agreement contains customary representations, warranties and affirmative and negative covenants as well as customary events of default. The Amended and Restated Credit Agreement also requires the Company to maintain specified ratios of total net indebtedness and
first
lien net indebtedness to consolidated operating cash flow.
 
The Company was in compliance with all debt covenants as of
June 30, 2018. 
 
As of
June 30, 2018,
outstanding borrowings under the Term Loan A and Term Loan B were
$243.8
million and
$495.0
million, respectively, and each bore interest at a rate of
4.09%
per annum. Letter of credit issuances under the Revolving Credit Facility totaled
$3.1
million and the Company had
$196.9
million available for borrowing under the Revolving Credit Facility at
June 30, 2018.
 
In connection with the Repricing Amendment, the Company incurred debt issuance costs of
$2.1
million, of which
$0.1
million was expensed immediately. The Company recorded
$1.0
million and
$0.8
million of debt issuance cost amortization for the
three
months ended
June 30, 2018
and
2017,
respectively, and
$2.0
million and
$1.2
million for the
six
months ended
June 30, 2018
and
2017,
respectively. These amounts are included within interest expense in the condensed consolidated statements of operations and comprehensive income.
 
As of
June 30, 2018,
the future maturities of long-term debt were as follows (in thousands): 
 
Year Ending December 31,
 
Amount
 
2018 (remaining six months)
  $
8,758
 
2019
   
20,642
 
2020
   
26,892
 
2021
   
30,017
 
2022
   
180,017
 
Thereafter
   
922,683
 
Total
  $
1,189,009