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Long-term debt and interest expense
12 Months Ended
Dec. 31, 2018
Long-term debt and interest expense  
Long-term debt and interest expense

11.  LONG-TERM DEBT AND INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

    

2018

    

2017

Syndicated credit facility:

 

 

  

 

 

  

Revolving loan payable

 

$

595

 

$

454

Operating loan payable in Canadian dollars (December 31, 2018 - C$0 million; December 31, 2017 - C$51 million)

 

 

 —

 

 

40

Term Loan A

 

 

500

 

 

500

Term Loan B

 

 

1,980

 

 

2,000

Debt issuance costs

 

 

(41)

 

 

(52)

Obligations under capital leases

 

 

13

 

 

19

Total long-term debt

 

 

3,047

 

 

2,961

Current portion

 

 

(17)

 

 

(18)

Non-current portion

 

$

3,030

 

$

2,943

 

In October 2017, in connection with the acquisition of DigitalGlobe, the Company entered into the senior secured syndicated credit facility (the “Syndicated Credit Facility”). The Syndicated Credit Facility is comprised of: (i) a four-year senior secured first lien revolving credit facility and a four-year senior secured first lien operating facility (collectively, the “Revolving Credit Facility”), (ii) a senior secured first lien term A facility (“Term Loan A”) and (iii) a  seven-year senior secured first lien term B facility (“Term Loan B”) in an aggregate principal amount of $3.75 billion. The net proceeds of the Syndicated Credit Facility were used, along with cash on hand, to consummate the acquisition of DigitalGlobe, to refinance all amounts outstanding under the Company’s existing Syndicated Credit Facility and senior term loans, to repay DigitalGlobe’s outstanding indebtedness, to pay transaction fees and expenses, to fund working capital and for general corporate purposes. The Company incurred a loss from early extinguishment of debt of $23 million. The loss was comprised of a make-whole premium to terminate the 2024 Term Notes of $20 million and a write-off of the unamortized balance of capitalized debt issuance costs of $3 million relating to both the Syndicated Credit Facility and the 2024 Term Notes.

Loans under the Revolving Credit Facility are available in U.S. dollars and, in respect of the operating facility, at the option of the Company, in Canadian dollars. Term Loan A and Term Loan B are repayable in U.S. dollars. Borrowings under the Revolving Credit Facility and Term Loan A bear interest at a rate equal to U.S. LIBOR (for U.S. dollar borrowings) and CDOR or Canadian Bankers’ Acceptances (for Canadian dollar borrowings), plus a margin of 120 to 350 basis points per annum, based on the Company’s total leverage ratio. Term Loan B bears interest at U.S. LIBOR plus 275 basis points per annum. The Revolving Credit Facility and one half of Term Loan A are payable at maturity on October 5, 2021. The other half of Term Loan A matures on October 5, 2020. The Company must make equal quarterly installment payments in aggregate annual amounts equal to 1% of the original principal amount of Term Loan B, with the final balance payable at maturity on October 5, 2024. The Revolving Credit Facility, Term Loan A, and Term Loan B may be repaid by the Company, in whole or in part, together with accrued interest, without premium or penalty.

The Syndicated Credit Facility is guaranteed by the Company and certain designated subsidiaries of the Company. The security for the Syndicated Credit Facility, subject to customary exceptions, will include substantially all the tangible and intangible assets of the Company and its subsidiary guarantors. The Company is required to make mandatory prepayments of the outstanding principal and accrued interest upon the occurrence of certain events and to the extent of a specified percentage of annual excess cash flow that is not reinvested or used for other specified purposes. 

 

On December 21, 2018, the Company amended its $3.75 billion Syndicated Credit Facility (the “Amended Agreement”). The Amended Agreement revised the financial covenants to increase the maximum consolidated debt leverage ratios permitted under the Syndicated Credit Facility for a period of time selected by Maxar (the “Covenant Relief Period”) and increased the interest rate incurred by Maxar thereunder at certain consolidated debt leverage ratios. The Amended Agreement increased the maximum consolidated debt leverage ratio to 5.5x through the quarter ended December 31, 2018, 6.0x through the quarter ended September 30, 2020, and 5.5x thereafter. The interest coverage ratio remained the same at a minimum of 2.5x through the quarter ending June 30, 2019 and 2.75x thereafter. The Amended Agreement also adjusted the definition of EBITDA for the purpose of calculating the financial ratios under U.S. GAAP. In addition to increased flexibility on the financial covenant, during the Covenant Relief Period, the Amended Agreement restricts the use of certain asset sale proceeds, limits the type of new debt issuances, certain restricted payments and permitted acquisitions under the Syndicated Credit Facility.

 

The Revolving Credit Facility includes an aggregate $200 million sub limit under which letters of credit can be issued. As of December 31, 2018 and 2017, the Company also had $18 million and $26 million, respectively, of issued and undrawn letters of credit outstanding under the Revolving Credit Facility.

Interest expense on long-term debt and other obligations are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

 

 

2018

 

 

2017

 

 

2016

Interest on long-term debt

 

$

171

 

$

57

 

$

26

Interest expense on advance payments from customers

 

 

26

 

 

8

 

 

 —

Interest on orbital securitization liability

 

 

 7

 

 

8

 

 

2

Imputed interest and other

 

 

 2

 

 

3

 

 

 3

Capitalization of borrowing costs

 

 

(7)

 

 

 —

 

 

 —

Loss on debt extinguishment

 

 

 —

 

 

23

 

 

 2

Interest expense on dissenting stockholder liability

 

 

 3

 

 

 —

 

 

 —

Total interest expense

 

$

202

 

$

99

 

$

33

 

Annual contractual principal repayments on long-term debt, net of amortization of debt issuance costs, as of December 31, 2018 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

Thereafter

 

 

Total

Syndicated credit facility

 

$

11

 

$

262

 

$

858

 

$

14

 

$

14

 

$

1,875

 

$

3,034

Capital leases

 

 

 7

 

 

 4

 

 

 2

 

 

 —

 

 

 —

 

 

 —

 

 

13

Total

 

$

18

 

$

266

 

$

860

 

$

14

 

$

14

 

$

1,875

 

$

3,047