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Long-Term Debt and Capital Leases
9 Months Ended
Sep. 30, 2017
Long-Term Debt and Capital Leases  
Long-Term Debt and Capital Leases

Note 6. Long-Term Debt and Capital Leases

 

The following table summarizes the Company’s long-term debt and capital leases:

 

 

 

September 30, 2017

 

December 31,
2016

 

 

 

Available

 

Weighted

 

 

 

 

 

 

 

borrowing
capacity

 

average
interest rate (1)

 

Outstanding
balance

 

Outstanding
balance

 

 

 

(in millions)

 

Long-term debt:

 

 

 

 

 

 

 

 

 

Term B Loans (2)

 

$

 

4.55

%

$

2,266.5

 

$

2,048.3

 

Revolving Credit Facility (3)

 

112.1

 

4.29

%

180.0

 

10.0

 

Senior Notes

 

 

N/A

 

 

830.9

 

Total long-term debt

 

$

112.1

 

4.57

%

2,446.5

 

2,889.2

 

Capital lease obligations

 

 

 

 

 

3.2

 

4.9

 

Total long-term debt and capital lease obligations

 

 

 

 

 

2,449.7

 

2,894.1

 

Less debt issuance costs (4)

 

 

 

 

 

(13.6

)

(22.9

)

Sub-total

 

 

 

 

 

2,436.1

 

2,871.2

 

Less current portion

 

 

 

 

 

(24.1

)

(22.7

)

Long-term portion

 

 

 

 

 

$

2,412.0

 

$

2,848.5

 

 

 

(1)

Represents the weighted average effective interest rate in effect for all borrowings outstanding as of September 30, 2017 pursuant to each debt instrument including the applicable margin.

(2)

At September 30, 2017 includes $13.5 million of net discounts.

(3)

Available borrowing capacity at September 30, 2017 represents $300.0 million of total availability less outstanding letters of credit of $7.9 million and borrowing on revolving credit facility of $180.0 million. Letters of credit are used in the ordinary course of business and are released when the respective contractual obligations have been fulfilled by the Company.

(4)

At September 30, 2017, debt issuance costs include $9.8 million related to Term B Loans and $3.8 million related to Revolving Credit Facility.

 

Refinancing of the Term B Loans and Revolving Credit Facility

 

On July 17, 2017, the Company entered into an eighth amendment (“Eighth Amendment”) to its Credit Agreement, with JPMorgan Chase Bank, N.A., as the administrative agent and revolver agent. Under the Eighth Amendment, (i) the Company borrowed new Term B loans in an aggregate principal amount of $230.5 million, for a total outstanding Term B loan principal amount of $2.28 billion and (ii) the revolving credit commitments were increased by an aggregate principal amount of $100.0 million, for a total outstanding revolving credit commitment of $300.0 million available to the Company under the revolving credit facility. The new Term B loans will mature on August 19, 2023 and bear interest, at the Company’s option, at a rate equal to ABR plus 2.25% or LIBOR plus 3.25%. Loans under the revolving credit facility will mature on May 31, 2022 and bear interest, at the Company’s option, at a rate equal to ABR plus 2.00% or LIBOR plus 3.00%.  The guarantees, collateral and covenants in the Eighth Amendment remain unchanged from those contained in the credit agreement prior to the Eighth Amendment. The Company recorded a $6.3 million loss on early extinguishment of debt in the three months ended September 30, 2017 related to the write off of unamortized debt issuance costs and third party costs. As of September 30, 2017, the Company was in compliance with all debt covenants.

 

On May 31, 2017, the Company entered into a seventh amendment (“Seventh Amendment”) to its Credit Agreement. The Seventh Amendment (i) refinanced the then-existing $200.0 million of borrowings available to the Company under the revolving credit facility and (ii) extended the maturity date of the revolving credit facility to May 31, 2022, unless an earlier date was triggered under certain circumstances. The interest rate margins applicable to the revolving credit facility bore interest at a rate equal to ABR plus 2.00% or LIBOR plus 3.00%. Additionally, the Company entered into an Incremental Commitment Letter to its revolving credit facility that increased the available borrowings to $300.0 million that became available upon compliance by the Company with certain conditions (see redemption of 10.25% senior notes whereby such conditionality was subsequently achieved as a result of the eighth amendment). The guarantees, collateral and covenants in the Seventh Amendment remained unchanged from those contained in the credit agreement prior to the Seventh Amendment. The Company recorded a $1.0 million loss on early extinguishment of debt in the three months ended June 30, 2017, primarily related to the write-off of deferred financing costs and third party costs.

 

On August 19, 2016, the Company entered into a sixth amendment (“Sixth Amendment”) to its Credit Agreement. The Sixth Amendment provided for the addition of a $2.065 billion seven year Term B Loan which bore interest at LIBOR plus 3.50% or ABR plus 2.50% and included a 1.00% LIBOR floor. The Term B Loan had a maturity date of August 19, 2023, unless the earlier maturity dates set forth below was triggered under the following circumstances: the Term B Loan matured on April 15, 2019 if (i) any of the Company’s existing outstanding Senior Notes were outstanding on April 15, 2019, or (ii) any future indebtedness with a final maturity date prior to the date that is 91 days after August 19, 2023 was incurred to refinance the Company’s existing Senior Notes. The Term B Loan matured on July 15, 2019 if (i) any of the Company’s existing Senior Subordinated Notes were outstanding on July 15, 2019, or (ii) any indebtedness with a final maturity prior to the date that is 91 days after August 19, 2023 was incurred to refinance the Company’s existing Senior Subordinated Notes. As described below, the Senior Subordinated Notes were fully redeemed on December 18, 2016 and the Senior Notes were fully redeemed on July 17, 2017.

 

Proceeds from the issuance of the Term B Loans pursuant to the Sixth Amendment were used to repay in full the existing $1.825 billion Term B Loan, which had a maturity date of April 15, 2019 and which bore interest at the same rates described above. The Company used the remaining $240.0 million in proceeds to fund the Company’s acquisition of HC Cable Opco, LLC (“NuLink”) and to redeem a portion of the Company’s 13.38% Senior Subordinated Notes. The Company recorded a loss on early extinguishment of debt of $32.1 million during the three months ended September 30, 2016. The loss primarily relates to the write off of the unamortized debt issuance costs and third part costs associated with the pre-existing Term B Loans.

 

On May 11, 2016, the Company entered into a fifth amendment (“Fifth Amendment”) to its Credit Agreement. The Fifth Amendment provided for the addition of an incremental $432.5 million Term B Loan with a maturity date of April 2019 and which bore interest, at the Company’s option, at LIBOR plus 3.50% or ABR plus 2.50% and included a 1.00% LIBOR floor. Proceeds from the issuance of the Term B Loans were used to repay all remaining $382.5 million outstanding principal under the Company’s Term B-1 Loans which had a maturity date of July 2017 and which bore interest at LIBOR plus 3.00% or ABR plus 2.00% and included a 0.75% LIBOR floor.

 

Partial Redemption of 10.25% Senior Notes

 

On March 20, 2017, the Company utilized cash on hand to redeem $95.1 million in aggregate principal amount outstanding of the 10.25% Senior Notes. In addition to the partial redemption, the Company paid accrued interest on the 10.25% Senior Notes of $1.7 million and a call premium of $4.9 million. The Company recorded a loss on early extinguishment of debt of $5.0 million, primarily representing the cash call premium paid.

 

Redemption of 10.25% Senior Notes

 

On July 17, 2017, the Company used the proceeds of the new Term B loans under the Eighth Amendment, and borrowed $180.0 million under its revolving credit facility and cash on hand to fully redeem all of the Company’s remaining outstanding 10.25% Senior Notes due 2019 (the “Senior Notes”) and to pay certain fees and expenses.  In connection with the redemption of the 10.25% Senior Notes, the Company satisfied and discharged the indenture governing the Senior Notes.  The Company paid $729.9 million in principal amount, incurred prepayment fees of $18.7 million and paid accrued interest of $37.6 million. The Company recorded a loss on early extinguishment of debt of $19.8 million related to the write-off of deferred financing costs, premium, and prepayment fees.

 

Retirement of 13.38% Senior Subordinated Notes

 

During the year ended December 31, 2016, the Company made two redemption payments to early retire its 13.38% Senior Subordinated Notes. The final redemption payment was made on December 18, 2016.