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Long-term Debt
3 Months Ended
Mar. 31, 2018
Long-term Debt  
Long-term Debt

6.  Long-term Debt

 

Long-term debt, net of current maturities, is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

 

 

 

2018

 

2017

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior secured credit facility

 

$

715,000

 

$

760,000

 

 

 

$400 million 5.625% senior unsecured notes due January 15, 2027

 

 

400,000

 

 

400,000

 

 

 

Other long-term obligations

 

 

111,674

 

 

119,310

 

 

 

Capital leases

 

 

449

 

 

891

 

 

 

 

 

 

1,227,123

 

 

1,280,201

 

 

 

Less current maturities of long-term debt

 

 

(35,498)

 

 

(35,612)

 

 

 

Less discount on senior secured credit facility Term Loan B

 

 

(2,251)

 

 

(2,558)

 

 

 

Less debt issuance costs

 

 

(25,227)

 

 

(27,406)

 

 

 

 

 

$

1,164,147

 

$

1,214,625

 

 

 

 

The following is a schedule of future minimum repayments of long-term debt as of March 31, 2018 (in thousands):

 

 

 

 

 

 

Within one year

    

$

35,498

 

1-3 years

 

 

94,963

 

3-5 years

 

 

263,187

 

Over 5 years

 

 

833,475

 

Total minimum payments

 

$

1,227,123

 

 

Senior Secured Credit Facility

 

On January 19, 2017, the Company entered into a new senior secured credit facility. The new senior secured credit facility consists of a five year $700 million revolver, a five year $300 million Term Loan A facility, and a seven year $500 million Term Loan B facility (the “Amended Credit Facilities”). The Term Loan A facility was priced at LIBOR plus a spread (ranging from 3.00% to 1.25%) based on the Company’s consolidated total net leverage ratio as defined in the new senior secured credit facility. The Term Loan B facility was priced at LIBOR plus 2.50%, with a 0.75% LIBOR floor.    At March 31, 2018, the Company’s senior secured credit facility had a gross outstanding balance of $715.0 million, consisting of a $285.0 million Term Loan A facility and a $430.0 million Term Loan B facility. No amounts were outstanding on the revolving credit facility at March 31, 2018. Additionally, the Company had conditional obligations under letters of credit issued pursuant to the senior secured credit facility with face amounts aggregating $22.4 million, resulting in $677.6 million of available borrowing capacity as of March 31, 2018 under the revolving credit facility. In connection with the repayment of the previous senior secured credit facility, the Company recorded $1.7 million in refinancing costs and a $2.3 million loss on the early extinguishment of debt for the three months ended March 31, 2017 related to the write-off of deferred debt issuance costs and the discount on the Term Loan B facility of the previous senior secured credit facility.  In connection with Term Loan B principal prepayments, the Company recorded a $0.9 million loss on the early extinguishment of debt for the three months ended March 31, 2018.

Redemption of 5.875% Senior Subordinated Notes

In the first quarter of 2017, the Company redeemed all of its $300 million 5.875% senior subordinated notes, which were due in 2021 (“5.875% Notes”). In connection with this redemption, the Company recorded a $21.1 million loss on the early extinguishment of debt for the three months ended March 31, 2017 related to the difference between the reacquisition price of the 5.875% Notes compared to its carrying value.

5.625% Senior Unsecured Notes

 

On January 19, 2017, the Company completed an offering of $400 million 5.625% senior unsecured notes that mature on January 15, 2027 (the “5.625% Notes”) at a price of par. Interest on the 5.625% Notes is payable on January 15th and July 15th of each year. The 5.625% Notes are senior unsecured obligations of the Company. The 5.625% Notes will not be guaranteed by any of the Company’s subsidiaries except in the event that the Company in the future issues certain subsidiary‑guaranteed debt securities. The Company may redeem the 5.625% Notes at any time on or after January 15, 2022, at the declining redemption premiums set forth in the indenture governing the 5.625% Notes, and, prior to January 15, 2022, at a “make-whole” redemption premium set forth in the indenture governing the 5.625% Notes.  In addition, prior to January 15, 2020, the Company may redeem the 5.625% Notes with an amount equal to the net proceeds from one or more equity offerings, at a redemption price equal to 105.625% of the principal amount of the 5.625% Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date, so long as at least 60% of the aggregate principal amount of the notes originally issued under the indenture remains outstanding and such redemption occurs within 180 days of closing of the related equity offering.

The Company used a portion of the proceeds from the issuance of the 5.625% Notes to retire its existing 5.875% Notes and to fund related transaction fees and expenses. 

 

The Company used loans funded under the Amended Credit Facilities and a portion of the proceeds of the 5.625% Notes to repay amounts outstanding under its then existing Credit Agreement and to fund related transaction fees and expenses and for general corporate purposes.

 

Covenants

 

The Company’s senior secured credit facility and $400 million 5.625% senior unsecured notes require it, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, the Company’s senior secured credit facility and $400 million 5.625% senior unsecured notes restrict, among other things, its ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities.

 

At March 31, 2018, the Company was in compliance with all required financial covenants.