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LONG-TERM DEBT
6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
Long-term Debt

NOTE 9 LONG-TERM DEBT

 

Long-term debt consists of the following:

 

 

 

Successor

 

 

 

June 30, 2021

 

 

December 31, 2020

 

Term loans

 

$

71,140

 

 

$

283,950

 

Delayed Draw loans

 

 

90,752

 

 

 

89,870

 

Total long-term debt

 

 

161,892

 

 

 

373,820

 

Less: Current portion of long-term debt

 

 

(1,619

)

 

 

(3,738

)

Less: Debt issue costs

 

 

(3,206

)

 

 

(7,548

)

Total Long-Term Debt, Net of Current Portion
   and Debt Issue Costs

 

$

157,067

 

 

$

362,534

 

 

The current portion of long-term debt is included within other current liabilities on the consolidated balance sheets. The fair value of long-term debt is based on the present value of future payments discounted by the market interest rates or the fixed rates based on current rates offered to the Company for debt with similar terms and maturities, which is a Level 2 fair value measurement. Long-term debt is presented at carrying value on the unaudited consolidated balance sheets. The fair value of long-term debt at June 30, 2021 (Successor) and December 31, 2020 (Successor) was $190,167 and $458,685, respectively.

 

In connection with the voluntary prepayment of $294,000 related to borrowings outstanding as of June 15, 2021, the Company recognized an extinguishment of debt charge within interest expense of $14,444 during the second quarter of 2021 related to the prepayment charge and the write-off of unamortized debt issuance costs.

 

On May 14, 2020, in connection with the TPG Acquisition, the successor company entered into the Credit Agreement among LifeStance Holdings, Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto (the “May 2020 Credit Agreement”). The successor company did not assume any existing debt from the predecessor company. The May 2020 Credit Agreement resulted in the extinguishment of the March 2019 Credit Agreement recorded in the predecessor period, with the May 2020 Credit Agreement debt being treated as a new issuance of debt in the successor period. Unamortized debt issue costs of $2,689 were included in the calculation of extinguishment of debt. The Company borrowed $210,000 in term loans and $50,000 in delayed draw loans, payable in quarterly principal and interest payments, with a maturity date of May 14, 2026. The interest rate is a variable interest rate determined at LIBOR plus 3.25% to 3.75%. The May 2020 Credit Agreement provides for an alternative rate structure to LIBOR. The term loans and delayed draw loans are collateralized by the tangible assets and stock pledge of the Company.

 

On November 4, 2020, the Company amended the May 2020 Credit Agreement, adding an aggregate $115,000 in loan commitments by increasing the term loans by $75,000 and the delayed draw loans by $40,000. The underlying terms of the agreement remained the same.

 

In February 2021, the Company amended the May 2020 Credit Agreement, increasing the total delayed draw term loan commitment by $50,000. The other terms of the agreement remained the same.

 

In February 2021, the Company drew $1,500 from the aforementioned May 2020 Credit Agreement.

 

On April 30, 2021, the Company amended the May 2020 Credit Agreement, adding an aggregated $70,000 in loan commitments, increase the term loans by $20,000 and the delayed draw term loan commitment by $50,000. The terms of the agreement otherwise remained the same.

 

The May 2020 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics. The Company was in compliance with all debt covenants at June 30, 2021 (Successor).

 

Interest expense, including prepayment charge, consists of the following:

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three months ended
June 30, 2021

 

 

Six months ended
June 30, 2021

 

 

April 13 to
June 30, 2020

 

 

 

April 1 to
May 14, 2020

 

 

January 1 to
May 14, 2020

 

Interest expense

 

$

23,174

 

 

$

31,806

 

 

$

5,562

 

 

 

$

1,340

 

 

$

3,020

 

 

Future principal payments on long-term debt are as follows:

 

 

 

Amount

 

Remainder of 2021

 

$

809

 

2022

 

 

1,619

 

2023

 

 

1,619

 

2024

 

 

1,619

 

2025

 

 

1,619

 

Thereafter

 

 

154,607

 

Total

 

$

161,892

 

 

Revolving Loan

 

Under the May 2020 Credit Agreement, the Company has a revolving loan commitment from Capital One in the amount of $20,000. Any borrowing on the revolving loan is due in full on May 14, 2025. The revolving loan can be drawn upon at an interest rate equal to LIBOR plus 4.50% to 4.75%, depending on certain financial ratios. The unused revolving loan incurs a commitment fee of 0.5% per annum.

 

In February 2021, the Company drew $2,500 from the credit revolver.

 

There are no amounts outstanding on the revolving loan as of June 30, 2021 (Successor).