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Long-Term Debt
6 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

7.   LONG-TERM DEBT

Long-term debt consists of the following:

 

 

 

September 30,

2020

 

 

March 31,

2020

 

Revolving credit facility

 

$

—

 

 

$

400,000

 

Receivable securitization facility

 

 

—

 

 

 

75,000

 

Finance leases

 

 

22,332

 

 

 

23,933

 

Senior secured first lien notes due 2024

 

 

700,000

 

 

 

—

 

Senior secured notes due 2024

 

 

525,000

 

 

 

525,000

 

Senior notes due 2022

 

 

300,000

 

 

 

300,000

 

Senior notes due 2025

 

 

500,000

 

 

 

500,000

 

Less: debt issuance costs

 

 

(25,525

)

 

 

(16,426

)

 

 

 

2,021,807

 

 

 

1,807,507

 

Less: current portion

 

 

7,212

 

 

 

7,336

 

 

 

$

2,014,595

 

 

$

1,800,171

 

 


Revolving Credit Facility

On August 17, 2020, the Company repaid the loans and other amounts outstanding under its revolving credit facility (the “Revolving Credit Facility”), which was governed by the Third Amended and Restated Credit Agreement, dated as of November 19, 2013 (as amended, the “Revolving Credit Agreement”) and terminated all commitment thereunder.  The payment of $335,240 was made using a portion of the proceeds from the issuance of the Senior Secured First Lien Notes due 2024.  The Company initially cash collateralized the letters of credit issued under the Revolving Credit Agreement but now have the ability to issue letters of credit under the Receivables Securitization Facility (as defined below).  

Receivables Securitization Program

On August 17, 2020, the Company entered into amendments to its receivables securitization facility (the “Receivables Securitization Facility”).  The August amendments removed the covenants that required the Company to maintain certain financial ratios.  As of September 30, 2020, the maximum amount available under the Receivables Securitization Facility was $75,000, and the Company has the ability to reduce the facility amount to not less than $50,000.  The actual amount available under the Receivables Securitization Facility at any point in time is dependent upon the balance of eligible accounts receivables as well as the amount of letters of credit outstanding.  

On September 29, 2020, the Company entered into additional amendments to the Receivables Securitization Facility.  The September amendments provide the Company with enhanced liquidity options by establishing a letter of credit facility under the Receivables Securitization Facility which effectively replaces a similar limited letter of credit facility under the Revolving Credit Facility Amendment. Pursuant to the letter of credit facility, the Company may request the Receivables Securitization Facility’s administrator to issue one or more letters of credit that will expire no later than 12 months after the date of issuance, extension or renewal, as applicable.

In connection with the Receivables Securitization Facility, the Company sells on a revolving basis certain eligible accounts receivable to Triumph Receivables, LLC, a wholly-owned special-purpose entity, which in turn sells a percentage ownership interest in the receivables to commercial paper conduits sponsored by financial institutions.  The Company is the servicer of the trade accounts receivable under the Receivables Securitization Facility.  Interest rates are based on the lesser of 0.75% or the London Interbank Offered Rate (“LIBOR”), plus a 2.50% fee on the drawn portion and 0.60% fee on the undrawn portion of the Receivables Securitization Facility.  The Company secures its trade accounts receivable, which are generally non-interest-bearing, in transactions that are accounted for as borrowings pursuant to ASC 860, Transfers and Servicing.  At September 30, 2020, there were $0 in borrowings and $27,741 in letters of credit outstanding under the Receivables Securitization Agreement, primarily to support insurance policies.  The Receivables Securitization Facility expires in December 2022.

The agreements governing the Receivables Securitization Facility contain restrictions and covenants, including limitations on the making of certain restricted payments; creation of certain liens; and certain corporate acts such as mergers, consolidations and the sale of all or substantially all the Company's assets.

 

Senior Secured First Lien Notes due 2024

On August 17, 2020, the Company issued $700,000 principal amount of 8.875% Senior Secured First Lien Notes due 2024 (the “First Lien Notes”) pursuant to an indenture among the Company, the Guarantor Subsidiaries (as defined below) and U.S. Bank National Association, as trustee (the “First Lien Notes Indenture”). The First Lien Notes were sold at 100% of the principal amount and have an effective interest yield of 8.875%.  Interest is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing on December 1, 2020.  In connection with the issuance of the First Lien Notes, the Company incurred approximately $11,600 of costs, which were deferred and are being amortized over the term of the First Lien Notes.

The First Lien Notes and the guarantees are first lien secured obligations of the Company and the Guarantor Subsidiaries.  The First Lien Notes:

 

•

rank equally in right of payment to any existing and future senior indebtedness of the Company and Guarantor Subsidiaries, including the 2022 Notes, the 2024 Notes, and the 2025 Notes, (each as defined below and collectively, the “Existing Notes”);

 

•

are effectively senior to all existing and future second lien obligations (including the 2024 Notes) and all existing and future unsecured indebtedness of the Company and the Guarantor Subsidiaries, but only to the extent of the value of the Collateral (as defined below), and after giving effect to any permitted additional first lien secured obligations and other permitted liens of senior or equal priority);

 

•

are senior in right of payment to all future subordinated indebtedness of the Company and the Guarantor Subsidiaries;

 

•

are secured by the Collateral on a pari passu basis with any future permitted additional first lien secured obligations, subject to the Collateral Trust Agreement (as defined below);

 

•

are effectively subordinated to any existing and future obligations of the Company and the Guarantor Subsidiaries that are secured by assets that do not constitute the Collateral, in each case, to the extent of the value of the assets securing such obligations; and

 

•

are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s existing and future subsidiaries that do not guarantee the First Lien Notes, including the Receivables Securitization Facility.

The First Lien Notes are guaranteed on a full, senior secured, joint and several basis by each of the Company’s domestic restricted subsidiaries (the “Guarantor Subsidiaries”) that guarantees any of the Company’s Existing Notes.  In the future, each of the Company’s domestic restricted subsidiaries (other than any domestic restricted subsidiary that is a receivable subsidiary) that (1) is not an immaterial subsidiary, (2) becomes a borrower under any of its material debt facilities or (3) guarantees (a) any of the Company’s indebtedness or (b) any indebtedness of the Company’s domestic restricted subsidiaries, in the case of either (a) or (b), incurred under any of the Company’s material debt facilities, will guarantee the First Lien Notes. Under certain circumstances, the guarantees may be released without action by, or consent of, the holder of the First Lien Notes.

The First Lien Notes and the guarantees will be secured, subject to permitted liens, by first-priority liens on substantially all of the Company’s and the Guarantor Subsidiaries’ assets (including certain of the Company’s real estate assets), whether now owned or hereafter acquired, other than certain excluded property, which liens will secure permitted additional first lien obligations on a pari passu basis, subject to the Collateral Trust Agreement and will rank senior to those that secure the 2024 Notes (the “Collateral”). Under certain circumstances, the Collateral may be released without action by, or the consent of, the holders of the First Lien Notes. The First Lien Notes and the guarantees will not be secured by the assets of Non-Guarantor Subsidiaries (as defined below), which include the unrestricted subsidiaries to whom certain of the Company’s accounts receivables are and may in the future be sold to support borrowing under the Receivables Securitization Facility.

Pursuant to an intercreditor agreement (the “Intercreditor Agreement”) between Wilmington Trust, National Association, in its capacity as the collateral trustee (the “Collateral Trustee”) and U.S. Bank National Association, in its capacity as second lien collateral agent for the 2024 Notes, the liens on the Collateral securing the First Lien Notes and all future first lien obligations will be made expressly senior to the liens securing the 2024 Notes.

A collateral trust agreement (the “Collateral Trust Agreement”) among the Company, the Guarantor Subsidiaries, the Collateral Trustee and U.S. Bank National Association, in its capacity as the trustee for the First Lien Notes, will set forth therein the relative rights with respect to the Collateral as among the trustee for the First Lien Notes and certain subsequent holders of first lien obligations and covering certain other matters relating to the administration of security interests. The Collateral Trust Agreement will generally control substantially all matters related to the Collateral, including with respect to decisions, distribution of proceeds or enforcement. Pursuant to the Collateral Trust Agreement, on the issue date of the First Lien Notes the Collateral Trustee will control certain matters related to the Collateral that the Collateral Trust Agreement specifies are in its discretion. If the Company incurs certain types of additional first lien obligations, the Controlling First Lien Holders (as defined in the Collateral Trust Agreement) will have the right to control decisions relating to the Collateral that are outside the Collateral Trustee’s discretion under the Collateral Trust Agreement and the First Lien Note holders may no longer be in control of such decisions.

The Company may redeem the First Lien Notes, in whole or in part, at any time or from time to time on or after February 1, 2023, at specified redemption prices, plus accrued and unpaid interest, if any, to the redemption date. At any time or from time to time prior to February 1, 2023, the Company may redeem the First Lien Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date. In addition, the Company may redeem up to 40% of the aggregate principal amount of the outstanding First Lien Notes prior to June 1, 2023, with the net cash proceeds from certain equity offerings at a redemption price equal to 108.875% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date.

If the Company experiences specific kinds of changes of control, the Company is required to offer to purchase all of the First Lien Notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

The First Lien Notes Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends or make other distributions; (iii) make other restricted payments and investments; (iv) create liens; (v) incur restrictions on the ability of restricted subsidiaries to pay dividends or make certain other payments; (vi) sell assets, including capital stock of restricted subsidiaries; (vii) enter into sale and leaseback transactions; (viii) merge or consolidate with other entities; and (ix) enter into transactions with affiliates. In addition, the First Lien Notes Indenture requires, among other things, the Company to provide financial and current reports to holders of the First Lien Notes or file such reports electronically with the SEC.  Furthermore, the First Lien Notes Indenture requires that the future net proceeds from certain asset sales will be required to repay the First Lien Notes at a premium of 106.656%, until the aggregate principal amount of Notes outstanding is $350,000 or less, provided that the Company may retain the first $100,000 of such net proceeds (subject to compliance with the asset sale covenants in the Company’s other outstanding indentures) or use it for certain other permitted purposes. These covenants are subject to a number of exceptions, limitations and qualifications set forth in the Indenture, as well as suspension periods in certain circumstances.


Senior Secured Notes Due 2024

On September 23, 2019, the Company issued $525,000 principal amount of 6.250% Senior Secured Notes due September 15, 2024 (the "2024 Notes"). The 2024 Notes were sold at 100% of principal amount and have an effective interest yield of 6.250%. Interest on the 2024 Notes is payable semiannually in cash in arrears on March 15 and September 15 of each year. The 2024 Notes are secured by second-priority liens on all of the Company's and the Guarantor Subsidiaries' assets that secure all of the indebtedness under the Credit Facility and certain hedging and cash management obligations.

Senior Notes due 2021

On September 23, 2019, the Company called all outstanding 4.875% Senior Notes due 2021 (the "2021 Notes") and discharged the 2021 Notes by irrevocably depositing with the 2021 Notes trustee sufficient funds to pay all principal and accrued interest through October 23, 2019.  On October 23, 2019, the Company redeemed $375,000 principal amount of the 2021 Notes with the proceeds of the 2024 Notes.

Senior Notes due 2022

On June 3, 2014, the Company issued $300,000 principal amount of 5.250% Senior Notes due June 1, 2022 (the "2022 Notes"). The 2022 Notes were sold at 100% of principal amount and have an effective interest yield of 5.250%. Interest on the 2022 Notes accrues at the rate of 5.250% per annum and is payable semiannually in cash in arrears on June 1 and December 1 of each year.

Senior Notes Due 2025

On August 17, 2017, the Company issued $500,000 principal amount of 7.750% Senior Notes due August 15, 2025 (the "2025 Notes"). The 2025 Notes were sold at 100% of principal amount and have an effective interest yield of 7.750%. Interest on the 2025 Notes accrues at the rate of 7.750% per annum and is payable semiannually in cash in arrears on February 15 and August 15 of each year.

Financial Instruments Not Recorded at Fair Value

Carrying amounts and the related estimated fair values of the Company's long-term debt not recorded at fair value in the consolidated financial statements are as follows:

 

September 30, 2020

 

 

March 31, 2020

 

Carrying

Value

 

 

Fair

Value

 

 

Carrying

Value

 

 

Fair

Value

 

$

2,021,807

 

 

$

1,787,557

 

 

$

1,807,507

 

 

$

1,559,455

 

 

The fair value of the long-term debt was calculated based on either interest rates available for debt with terms and maturities similar to the Company's existing debt arrangements or broker quotes on our existing debt (Level 2 inputs).

Interest paid on indebtedness during the six months ended September 30, 2020 and 2019, amounted to $52,806 and $48,972, respectively.