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Debt
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Debt

11.Debt

 

Following is a summary of the Company’s debt:

 

 

(in thousands)

 

Maturity

Date

 

Interest

Rate

 

 

Interest

Paid

 

Public /

Non-public

 

September 30,

2018

 

 

December 31,

2017

 

Senior Notes(1)

 

4/15/2019

 

7.00%

 

 

Semi-annually

 

Public

 

$

110,000

 

 

$

110,000

 

Term Loan Facility(1)

 

6/7/2021

 

Variable

 

 

Varies

 

Non-public

 

 

292,500

 

 

 

300,000

 

Senior Notes

 

2/27/2023

 

3.28%

 

 

Semi-annually

 

Non-public

 

 

125,000

 

 

 

125,000

 

Revolving Credit Facility

 

6/8/2023

 

Variable

 

 

Varies

 

Non-public

 

 

170,000

 

 

 

207,000

 

Senior Notes

 

11/25/2025

 

3.80%

 

 

Semi-annually

 

Public

 

 

350,000

 

 

 

350,000

 

Senior Notes

 

3/21/2030

 

3.96%

 

 

Quarterly

 

Non-public

 

 

150,000

 

 

 

-

 

Unamortized discount on Senior Notes

 

4/15/2019

 

 

 

 

 

 

 

 

 

 

(143

)

 

 

(332

)

Unamortized discount on Senior Notes

 

11/25/2025

 

 

 

 

 

 

 

 

 

 

(63

)

 

 

(70

)

Debt issuance costs

 

 

 

 

 

 

 

 

 

 

 

 

(3,185

)

 

 

(3,580

)

Total debt

 

 

 

 

 

 

 

 

 

 

 

 

1,194,109

 

 

 

1,088,018

 

Less: Current portion of debt

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

$

1,194,109

 

 

$

1,088,018

 

 

(1)

Pursuant to the Company’s Term Loan Facility (as defined below) and the indenture under which the senior notes due in 2019 were issued, principal payments will be due in the next twelve months. The Company intends to refinance these amounts and has the capacity to do so under its Revolving Credit Facility (as defined below), which is classified as long-term debt. As such, any amounts due in the next twelve months were classified as non-current.

 

The Company had capital lease obligations of $37.3 million on September 30, 2018 and $43.5 million on December 31, 2017. The Company mitigates its financing risk by using multiple financial institutions and only entering into credit arrangements with institutions with investment grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis.

 

On June 8, 2018, the Company entered into a second amended and restated credit agreement for a five-year unsecured revolving credit facility (as amended, the “Revolving Credit Facility”), which amended and restated its prior credit agreement dated October 16, 2014. The Revolving Credit Facility has an aggregate maximum borrowing capacity of $500 million, which may be increased at the Company’s option to $750 million, subject to obtaining commitments from the lenders and satisfying other conditions specified in the credit agreement. Borrowings under the Revolving Credit Facility bear interest at a floating base rate or a floating Eurodollar rate plus an applicable margin, at the Company’s option, dependent on the Company’s credit ratings at the time of borrowing. At the Company’s current credit ratings, the Company must pay an annual facility fee of 0.15% of the lenders’ aggregate commitments under the Revolving Credit Facility. The Revolving Credit Facility has a scheduled maturity date of June 8, 2023.

 

On March 21, 2018, the Company sold $150 million aggregate principal amount of senior unsecured notes due 2030 to NYL Investors LLC (“NYL”) and certain of its affiliates pursuant to the Note Purchase and Private Shelf Agreement dated March 6, 2018 between the Company, NYL and the other parties thereto (as amended, the “NYL Shelf Facility”). These notes bear interest at 3.96%, payable quarterly in arrears on March 21, June 21, September 21 and December 21 of each year, and will mature on March 21, 2030, unless earlier redeemed by the Company.

 

In February 2017, the Company sold $125 million aggregate principal amount of senior unsecured notes due 2023 to PGIM, Inc. (“Prudential”) and certain of its affiliates pursuant to the Note Purchase and Private Shelf Agreement dated June 10, 2016 between the Company, Prudential and the other parties thereto (as amended, the “Prudential Shelf Facility”). These notes bear interest at 3.28%, payable semi-annually in arrears on February 27 and August 27 of each year, and will mature on February 27, 2023 unless earlier redeemed by the Company. The Company may request that Prudential consider the purchase of additional senior unsecured notes of the Company under the Prudential Shelf Facility in an aggregate principal amount of up to $175 million.

 

In June 2016, the Company entered into a five-year term loan agreement for a senior unsecured term loan facility (as amended, the “Term Loan Facility”) in the aggregate principal amount of $300 million, maturing June 7, 2021. The Company may request additional term loans under the agreement, provided the Company’s aggregate borrowings under the Term Loan Facility do not exceed $500 million. Borrowings under the Term Loan Facility bear interest at a floating base rate or a floating Eurodollar rate plus an applicable margin, at the Company’s option, dependent on the Company’s credit ratings.

 

During the third quarter of 2018, the Company amended each of the Revolving Credit Facility, the NYL Shelf Facility, the Prudential Shelf Facility and the Term Loan Facility to (i) align the calculation of the two financial covenants and certain events of default under each agreement and (ii) with regard to the Term Loan Facility, to revise the calculation of the rates at which borrowings bear interest to conform with the calculation of such rates under the Revolving Credit Facility.

 

The Revolving Credit Facility, the NYL Shelf Facility, the Prudential Shelf Facility and the Term Loan Facility include two financial covenants: a consolidated cash flow/fixed charges ratio and a consolidated funded indebtedness/cash flow ratio, each as defined in the respective agreements. The Company was in compliance with these covenants as of September 30, 2018. These covenants do not currently, and the Company does not anticipate they will, restrict its liquidity or capital resources.

 

The indentures under which the Company’s public debt was issued do not include financial covenants but do limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts.

 

All outstanding long-term debt has been issued by the Company and none has been issued by any of its subsidiaries. There are no guarantees of the Company’s debt.