Long-Term Debt |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt |
Long-term debt consists of the following:
First Lien credit facility term loans due 2020 and Series B Term Loan due 2025 In connection with the KKR Acquisition, the Company and a group of financial institutions entered into a credit agreement (the “Credit Agreement”) dated December 18, 2013. The Credit Agreement consisted of seven-year $1,460,000 term loans (“First Lien Term Loans”) and a five-year $210,000 revolving credit facility. An original discount of $3,675 was incurred when the First Lien Term Loans were issued and was amortized using the effective interest method over the life of the debt, resulting in an effective yield of 4.0%. All amounts outstanding under the First Lien Term Loans were collateralized by substantially all of the assets of the Company. Debt repayments for First Lien Term Loans totaled $347,050 for the year ended September 30, 2018 and consisted of $10,950 in contractual repayments per the Credit Agreement and $336,100 in voluntary repayments in connection with the IPO. As a result of the repayment of the First Lien Term Loans, the Company recorded a loss on debt extinguishment of $19,321 due to accelerated amortization of deferred financing fees and original issue discount included in the “Other (expense) income” line of the Consolidated Statements of Operations. On August 15, 2018, the Company entered into Amendment No. 5 to the Credit Agreement (the “Amended Credit Agreement”), which amends the Credit Agreement. Under the terms of the Amended Credit Agreement, the Credit Agreement was amended to provide for: (i) a $1,037,000 seven-year term loan (the “Series B Term Loan”) and (ii) a $260,000 five-year revolving credit facility. The Series B Term Loan matures on August 15, 2025 and bears interest at a rate per annum of LIBOR, plus 2.5%. The Company used the net proceeds from the Series B Term Loan to repay all amounts outstanding under the Company’s First Lien Term Loans. An original discount of $2,775 was incurred when the Series B Term Loan was issued and is being amortized using the effective interest method over the life of the debt, resulting in an effective yield of 2.5%. In addition to scheduled payments, the Company is obligated to pay a percentage of excess cash flow, as defined in the Amended Credit Agreement, as accelerated principal payments. The percentage varies with the ratio of the Company’s debt to its cash flow. The excess cash flow calculation did not result in any accelerated payment due for the periods ended September 30, 2018, September 30, 2017, and December 31, 2016. The Amended Credit Agreement restricts the Company’s ability to, among other things, incur additional indebtedness, create liens, enter into acquisitions, dispose of assets, enter into consolidations and mergers and make distributions to its Parent without the approval of the lenders. In certain circumstances, under the Amended Credit Agreement, the Company is prohibited from making certain restricted payments, including dividends or distributions to its shareholders, subject to certain exceptions set forth in that agreement (including an exception for the making of such restricted payments up to an agreed limit, which limit is determined by a formula that takes into account consolidated net income, net cash proceeds and other amounts, in each case as described in greater detail in that agreement). The Amended Credit Agreement imposes financial covenants upon the Company with respect to leverage and interest coverage under certain circumstances. The Amended Credit Agreement contains provisions permitting the bank to accelerate the repayment of the outstanding debt under this agreement upon the occurrence of an Event of Default, as defined in the Amended Credit Agreement, including a material adverse change in the financial condition of the Company since the date of issuance of the Amended Credit Agreement. The interest rate on the First Lien Term Loans was initially set at 3.0% over the prime rate of interest or is established for periods of up to six months at 3.0% over LIBOR at the Company’s option with a LIBOR floor of 1.0% (the “LIBOR floor”). The weighted average interest rate on the First Lien Term Loans was 4.7%, 4.1% and 4.0% for the year ended September 30, 2018, the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively. The weighted average interest rate on the Series B Term Loan was 4.6% for the year ended September 30, 2018. The Amended Credit Agreement debt repayments are due in quarterly installments of 0.25% of the principal balance less payments made under the aforementioned excess cash flow provision. Revolving credit facility The Company has a five-year $260,000 revolving credit facility (the “Revolving Credit Facility”) that matures on August 15, 2023 and bears interest at a rate per annum of LIBOR plus a margin ranging from 2.50% to 2.00%, with the margin determined based on the Company’s first lien net leverage ratio. The Revolving Credit Facility replaces the previous $210,000 revolving credit facility under the Credit Agreement. The Company had no outstanding balance under either facility as of September 30, 2018 and September 30, 2017. There is a quarterly commitment fee equal to either 1⁄2 of 1% or 3/8 of 1% of the unused balance of the Revolving Credit Facility depending on the Company’s leverage ratio. The Company had $77,301 and $76,006 of letters of credits issued and outstanding as of September 30, 2018 and September 30, 2017, respectively. The interest rates on the Revolving Credit Facility and previous revolving credit facility were 2.5%, 3.0% and 3.0% for the year ended September 30, 2018, the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively. In May 2018, the Company borrowed $55,000 against the previous revolving credit facility and in July 2018 this was fully repaid with the IPO proceeds. In July 2018, the Company borrowed an additional $5,000 against the previous revolving credit facility and this was repaid in August 2018. Second Lien credit facility term loan due 2021 In connection with the KKR Acquisition, the Company and a group of financial institutions entered into a credit agreement (the “Second Lien Credit Agreement”) dated December 18, 2013. The Second Lien Credit Agreement consisted of an eight-year $235,000 term loan (“Second Lien Term Loan”). An original discount of $1,175 was incurred when the notes were issued and was amortized using the effective interest method over the life of the debt resulting in an effective yield of 7.5%. All amounts outstanding under the Second Lien Credit Agreement were collateralized by substantially all of the assets of the Company. During May 2017, the Company made a voluntary repayment of $125,000 for amounts outstanding for the Second Lien Term Loan. The Second Lien Credit Agreement contained a cross-default provision related to the First Lien Credit Agreement. In certain circumstances, under the Second Lien Credit Agreement, the Company is prohibited from making certain restricted payments, including dividends or distributions to its shareholders, subject to certain exceptions set forth in that agreement (including an exception for the making of such restricted payments up to an agreed limit, which limit is determined by a formula that takes into account consolidated net income, net cash proceeds and other amounts, in each case as described in greater detail in that agreement). The interest rate on the Second Lien Term Loan was initially set at 5.5% over the prime rate of interest, with a 2.0% floor, or is established for periods of up to six months at 6.5% over LIBOR at the Company’s option with a LIBOR floor of 1.0%. The weighted average interest rate on the Second Lien Term Loan was 8.1%, 7.6% and 7.5% for the year ended September 30, 2018, the nine months ended September 30, 2017 and the year ended December 31, 2016. During July 2018, in connection with the Company’s IPO, the Second Lien Term Loan was fully repaid and extinguished resulting in the Company recording a loss on debt extinguishment of $5,788 due to accelerated amortization of deferred financing fees and original issue discount included in the “Other (expense) income” line of the Consolidated Statements of Operations. Receivables financing agreement On April 28, 2017, the Company, through a wholly-owned subsidiary, entered into a receivables financing agreement (the “Receivables Financing Agreement”). The Receivables Financing Agreement provides a borrowing capacity of $175,000 through April 27, 2020. All amounts outstanding under the Receivables Financing Agreement are collateralized by substantially all of the Accounts receivables and Unbilled revenue of the Company. During the year ended September 30, 2018, the Company made voluntary repayments of $108,750 and borrowed $115,000 for amounts outstanding under the Receivables Financing Agreement. The interest rate on the amounts borrowed under the Receivables Financing Agreement is established for periods of up to six months at 2.0% over LIBOR at the Company’s option, and a commitment fee equal to 0.5% of the unused balance of the facility. The weighted average interest rate on the amounts borrowed under the Receivables Financing Agreement was 2.3% and 3.7% for the year ended September 30, 2018 and the nine months ended September 30, 2017. The following are the scheduled maturities of long term debt, which do not include any estimated excess cash flow payments:
The Company has estimated the fair value of its long-term debt to be approximately $1,182,152 and $1,633,802 as of September 30, 2018 and September 30, 2017, respectively. Fair value is based on market bid prices around period-end (Level 2 inputs). |