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Long-Term Obligations
6 Months Ended
Jun. 30, 2016
Debt Disclosure [Abstract]  
Long-Term Obligations

6.

LONG-TERM OBLIGATIONS

Long-term obligations are carried at amortized cost. Long-term obligations consisted of the following as of:

 

 

 

June 30,

 

 

December 31,

 

(Amounts in thousands)

 

2016

 

 

2015

 

Senior Secured Term Loans due 2018

 

$

34,405

 

 

$

1,813,250

 

Accounts Receivable Securitization Facility

 

 

75,000

 

 

 

 

Senior Secured Term Loans due 2019

 

 

78,814

 

 

 

336,875

 

Senior Secured A Term Loans due 2021

 

 

650,000

 

 

 

 

Senior Secured B Term Loans due 2021

 

 

260,000

 

 

 

250,000

 

4 3/4% Senior Secured Notes due 2021

 

 

400,000

 

 

 

 

5 3/8% Senior Notes due 2022

 

 

1,000,000

 

 

 

1,000,000

 

Senior Secured B Term Loans due 2023

 

 

870,000

 

 

 

 

Unamortized value of debt issuance costs (1)

 

 

(39,361

)

 

 

(57,062

)

Net carrying value

 

 

3,328,858

 

 

 

3,343,063

 

Less: current maturities

 

 

(37,918

)

 

 

(24,375

)

Long-term obligations, net of debt issuance costs

 

$

3,290,940

 

 

$

3,318,688

 

 

(1)

Includes the reclassification of debt issuance costs from “Other assets” as a result of the Company adopting ASU 2015-03. See Note 1.

Senior Secured Credit Facilities

Our term and revolving senior secured credit facilities (“Senior Secured Credit Facilities”) are governed by the Amended and Restated Credit Agreement dated as of October 5, 2010 (as amended from time to time, the “Credit Agreement”) among West Corporation, certain of our domestic subsidiaries, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the various lenders party thereto.  

On June 17, 2016 (the “Seventh Amendment Effective Date”), the Company, certain domestic subsidiaries of the Company, as subsidiary borrowers, Wells Fargo and the various lenders party thereto modified the Senior Secured Credit Facilities by entering into Amendment No. 7 to Amended and Restated Credit Agreement (the “Seventh Amendment”), amending the Credit Agreement.

The Seventh Amendment:

 

·

extended the maturity of a portion of the existing A-1 term loans (“2019 Maturity Term Loans”), which mature July 1, 2019, to June 17, 2021 by converting such existing A-1 term loans into A-2 term loans (the “2021 Maturity A Term Loans”);

 

·

extended the maturity of a portion of the existing B-10 term loans (the “2018 Maturity Term Loans”), which mature June 30, 2018, to June 17, 2023 by converting such existing B-10 term loans into B-12 term loans (the “2023 Maturity Term Loans”);

 

·

extended the maturity of a portion of the existing revolving credit commitments to June 17, 2021 (the “Extended Revolving Credit Commitments”), with non-extending revolving credit commitments being terminated as of the Seventh Amendment Effective Date;

 

·

provided for an increase of 2021 Maturity A Term Loans with incremental 2021 Maturity A Term Loans, which were added to and constitute a single class of term loans with the 2021 Maturity A Term Loans, such that the aggregate amount of 2021 Maturity A Term Loans (after giving effect to the incurrence of the incremental 2021 Maturity A Term Loans) is $650.0 million;

 

·

provided for an increase of 2023 Maturity Term Loans with incremental 2023 Maturity Term Loans, which were added to and constitute a single class of term loans with the 2023 Maturity Term Loans, such that the aggregate amount of 2023 Maturity Term Loans (after giving effect to the incurrence of the incremental 2023 Maturity Term Loans) is $870.0 million;

 

·

provided for an increase of Extended Revolving Credit Commitments with incremental revolving commitments, which constitute a single class of commitments with the Extended Revolving Credit Commitments and mature on June 17, 2021, such that the aggregate amount of Extended Revolving Credit Commitments (after giving effect to the incurrence of the incremental revolving commitments) is $300.0 million;

 

·

provided for new B-14 term loans (the “2021 Maturity B Term Loans”) in an aggregate amount of $260.0 million with a maturity date of June 17, 2021;

 

·

provided for annual amortization (payable in quarterly installments) in respect of the 2023 Maturity Term Loans in an amount equal to 1.0% of the original aggregate principal amount of the 2023 Maturity Term Loans outstanding on the Seventh Amendment Effective Date until the maturity date, at which point all remaining outstanding 2023 Maturity Term Loans shall become due and payable;

 

·

provided for annual amortization (payable in quarterly installments) in respect of the 2021 Maturity B Term Loans in an amount equal to 1.0% of the original aggregate principal amount of the 2021 Maturity B Term Loans outstanding on the Seventh Amendment Effective Date until the maturity date, at which point all remaining outstanding 2021 Maturity B Term Loans shall become due and payable;

 

·

provided for annual amortization (payable in quarterly installments and based on the original aggregate principal amount of the 2021 Maturity A Term Loans outstanding on the Seventh Amendment Effective Date) in respect of the 2021 Maturity A Term Loans payable at a 2.5% annual rate for the three fiscal quarters in the nine month period ending March 31, 2017, a 5.0% annual rate for the four fiscal quarters in the year ending March 31, 2018, a 7.5% annual rate for the four fiscal quarters in the year ending March 31, 2019, a 10.0% annual rate for the four fiscal quarters in the year ending March 31, 2020 and a 2.5% quarterly rate thereafter until the maturity date, at which point all remaining outstanding 2021 Maturity A Term Loans shall become due and payable;

 

·

provided for an interest rate margin applicable to the 2021 Maturity A Term Loans and Extended Revolving Credit Commitments that is based on the Company’s total leverage ratio and ranges from 1.75% to 2.50% for LIBOR rate loans (2.50%, as of June 30, 2016), subject to a 0.0% interest rate floor for the LIBOR component of LIBOR rate loans, and from 0.75% to 1.50% for base rate loans (1.50%, as of June 30, 2016);

 

·

provided for an interest rate margin applicable to the 2023 Maturity Term Loans equal to 3.00% for LIBOR rate loans and 2.00% for base rate loans, subject to a 0.75% interest rate floor for the LIBOR component of LIBOR rate 2023 Maturity Term Loans, and subject to a 1.75% interest rate floor for the base rate component of base rate 2023 Maturity Term Loans; and

 

·

provided for an interest rate margin applicable to the 2021 Maturity B Term Loans equal to 2.75% for LIBOR rate loans, and 1.75% for base rate loans, subject to a 0.75% interest rate floor for the LIBOR component of LIBOR rate 2021 Maturity B Term Loans, and subject to a 1.75% interest rate floor for the base rate component of base rate 2021 Maturity B Term Loans.

Proceeds of the 2021 Maturity A Term Loans, 2023 Maturity Term Loans and 2021 Maturity B Term Loans were used on the Seventh Amendment Effective Date, together with proceeds from the senior secured notes offering described below, to partially prepay existing non-extending 2019 Maturity Term Loans and existing non-extending 2018 Maturity Term Loans and to fully prepay existing non-extending B-11 term loans due 2021 (“B-11 Term Loans”).

In connection with the Seventh Amendment, we incurred refinancing expenses of approximately $20.2 million, which will be amortized into interest expense over the remaining life of the Senior Secured Credit Facilities. In addition, we recorded accelerated amortization of deferred financing costs of $33.9 million in connection with the terminated non-extended revolving credit commitments and Extended Revolving Credit Commitments, partial repayment of existing non-extending 2019 Maturity Term Loans and 2018 Maturity Term Loans and the prepayment in full of B-11 Term Loans.

During the six months ended June 30, 2016, in addition to the payments described above, we repaid $25.9 million on our 2018 Maturity Term Loans, based on an excess cash flow calculation provision in the Credit Agreement and a $75.0 million voluntary prepayment. Also, during the six months ended June 30, 2016, we repaid our scheduled amortization of $5.4 million and $0.6 million on the 2019 Maturity Term Loans and the B-11 Term Loans, respectively.

2021 Senior Secured Notes

On June 17, 2016, we issued $400.0 million aggregate principal amount of 4.750% senior secured notes that mature on July 15, 2021 (the “2021 Senior Secured Notes”).  The 2021 Senior Secured Notes were offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.  We used the net proceeds from the issue and the sale of the 2021 Senior Secured Notes, together with proceeds from the Seventh Amendment, to partially repay certain outstanding term loans under our Senior Secured Credit Facilities as described above.

At any time prior to July 15, 2018, we may redeem all or a part of the 2021 Senior Secured Notes at a redemption price equal to 100% of the principal amount of 2021 Senior Secured Notes redeemed plus the applicable premium (as defined in the indenture governing the 2021 Senior Secured Notes) as of, and accrued and unpaid interest, if any, to, the date of redemption, subject to the rights of holders of 2021 Senior Secured Notes on the relevant record date to receive interest due on the relevant interest payment date.

On or after July 15, 2018, we may redeem the 2021 Senior Secured Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the 2021 Senior Secured Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable date of redemption, subject to the right of holders of record of 2021 Senior Secured Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on July 15 of each of the years indicated below:

 

Year

 

Percentage

 

2018

 

 

102.375%

 

2019

 

 

101.188%

 

2020 and thereafter

 

 

100.000%

 

 

In connection with the 2021 Senior Secured Notes, we incurred refinancing expenses of approximately $6.0 million, which will be amortized into interest expense over the remaining life of the 2021 Senior Secured Notes.

Securitization Facility

At June 30, 2016 and December 31, 2015, the principal balance outstanding on the revolving trade accounts receivable financing facility among the Company, certain of our originating domestic subsidiaries, West Receivables Holding LLC, West Receivables LLC and Wells Fargo (“Securitization Facility”) was $75.0 million and $0, respectively. We used the $75.0 million of proceeds from the Securitization Facility to prepay $75.0 million on the 2018 Maturity Term Loans. The highest outstanding balance during the six months ended June 30, 2016 and year ended December 31, 2015 was $75.0 million and $185.0 million, respectively.

At June 30, 2016, we were in compliance with our financial debt covenants.