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Long Term Debt
6 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Long Term Debt

Note 12. Long Term Debt

Long-term debt consisted of the following (in thousands):

 

 

 

March 31, 2020

 

 

September 30, 2019

 

Senior Facilities, net of unamortized debt issuance costs and discount of $20,263 at March 31, 2020

 

$

247,375

 

 

$

 

Less: current portion

 

 

9,450

 

 

 

 

Total long-term debt

 

$

237,925

 

 

$

 

 

The following table summarizes the maturities of our borrowing obligations as of March 31, 2020 (in thousands):

 

Fiscal Year

 

Senior Facilities

 

2020

 

$

4,725

 

2021

 

 

9,450

 

2022

 

 

27,000

 

2023

 

 

27,000

 

2024

 

 

199,463

 

Thereafter

 

 

 

Total before unamortized discount

 

 

267,638

 

Less: unamortized discount and issuance costs

 

 

20,263

 

Less: current portion of long-term debt

 

 

9,450

 

Total long-term debt

 

$

237,925

 

 

Senior Facilities

On October 1, 2019, in connection with the Spin-Off, Cerence entered into a Credit Agreement, by and among Cerence, the lenders and issuing banks party thereto and Barclays Bank PLC, as administrative agent (the “Credit Agreement”) consisting of a five-year senior secured term loan facility (the “Term Loan Facility’) in the aggregate principal amount of $270.0 million, which was primarily intended to finance a cash distribution of approximately $153.0 million to Nuance and provide approximately $110.0 million initial support for the cash flow needs of the Cerence business. We also entered into a 54-month senior secured first-lien revolving credit facility in an aggregate principal amount of $75.0 million, which shall be drawn on in the event that our working capital and other cash needs are not supported by our operating cash flow (the “Revolving Facility” and collectively with the Term Loan Facility, the “Senior Facilities”). As of March 31, 2020, there were no amounts outstanding under the Revolving Credit Facility.

Cerence’s obligations under the Credit Agreement are jointly and severally guaranteed by certain of our existing and future direct and indirect wholly owned domestic subsidiaries, subject to certain exceptions customary for financings of this type. All obligations are secured by substantially all of our tangible and intangible personal property and material real property, including a perfected first-priority pledge of all (or, in the case of foreign subsidiaries or subsidiaries (“FSHCO”) that own no material assets other than equity interests in foreign subsidiaries that are “controlled foreign corporations” or other FSHCOs, 65%) of the equity securities of our subsidiaries held by any loan party, subject to certain customary exceptions and limitations.

Cerence is obligated to make quarterly principal payments on the last business day of each quarter in an aggregate annual amount equal to 3.5% of the original principal amount of the Term Loan Facility during the first two years of the Term Loan Facility, and 10% of the original principal amount of the Term Loan Facility thereafter, with the balance payable at the maturity date. Quarterly principal payments commenced on March 31, 2020. Interest accrues on outstanding borrowings under the Senior Facilities at a rate of either a base rate (as defined in the Credit Agreement) plus 5.00% or a LIBOR rate (as defined in the Credit Agreement) plus 6.00%. Interest payments with respect to the Senior Facilities are required either on a quarterly basis (for ABR loans) or at the end of each interest period (for LIBOR loans) or, if the duration of the applicable interest period exceeds three months, then every three months. Total interest expense for the three and six months ended March 31, 2020 was $6.7 million and $13.5 million, respectively, reflecting the coupon and accretion of the discount.

Borrowings under the Credit Agreement are prepayable at Cerence’s option without premium or penalty, subject to a 1.00% prepayment premium in connection with any repricing transaction for the term loan facility in the first six months after the closing date. Cerence may request to extend the maturity date of all or a portion of the Senior Facilities subject to certain conditions customary for financings of this type. The Credit Agreement also contains certain mandatory prepayment provisions in the event that Cerence incurs certain types of indebtedness or receives net cash proceeds from certain non-ordinary course asset sales or other dispositions of property or generates positive excess cash flow, in each case subject to terms and conditions customary for financings of this type.

The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit our and our subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to designate subsidiaries as unrestricted, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of our and our subsidiaries’ equity interests. In addition, the Credit Agreement contains a financial covenant requiring the maintenance of a net first lien leverage ratio of not greater than 6.00 to 1.00. The Credit Agreement also contains events of default customary for financings of this type, including certain customary change of control events. Despite the economic uncertainty caused by the COVID-19 pandemic, we anticipate maintaining our compliance with all Credit Agreement covenants for the foreseeable future. As of March 31, 2020, we were in compliance with the Credit Agreement covenants.