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Subsequent Events
9 Months Ended
Sep. 30, 2017
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
The Company evaluates subsequent events through the date on which the financial statements are issued.
On October 10, 2017, the Company announced that it had increased the planned share repurchases to up to $285 million of the Company's common stock and increased the size and price of its ongoing cash tender offer, commenced on September 27, 2017, to up to 12 million shares of the Company's common stock at $17.25 per share.
On October 12, 2017, in connection with a recapitalization plan, the Company entered into a new credit agreement with a syndicate of lenders, who lent $350.0 million under a five-year secured term loan facility and provided a three-year secured revolving credit facility for $20.0 million, which was undrawn at closing. Borrowings under the new credit facilities bear interest at either a base rate plus 2.75% or LIBOR plus 3.75%. The term loan requires quarterly principal amortization payments commencing on March 31, 2018 of $4.375 million through September 30, 2018 and $8.75 million (or $35.0 million annually) beginning December 31, 2018 through September 30, 2022 with the remaining balance of the term loan due at maturity on October 12, 2022. In addition, beginning for the year ended December 31, 2018, the Company is required to make annual prepayments of principal on the term loan of 50% of its annual excess cash flow as defined in the credit agreement. The Company is also required to repay certain amounts of the term loan in connection with the non-ordinary course sale of assets, receipt of insurance proceeds, and the issuance of debt obligations, subject to certain exceptions.
All mandatory prepayments of the term loan facility will be applied without penalty or premium. Voluntary prepayments of borrowings under the term loan facility will be permitted. In the event that all or any portion of the term loan facility is prepaid or refinanced or repriced through any amendment prior to April 12, 2019, such repayment, prepayment, refinancing, or repricing will be at 101.0% of the principal amount so repaid, prepaid, refinanced or repriced.
The new term and revolving loan facilities are guaranteed by the Company's existing and subsequently acquired or organized wholly-owned U.S. restricted subsidiaries (excluding any registered broker-dealers) and secured with a first priority perfected security interest in certain domestic assets and 100% of the capital stock of each U.S. subsidiary and 65% of the capital stock of each non-U.S. subsidiary, subject to certain exclusions which, for the avoidance of doubt, such security interest shall not include any assets of regulated subsidiaries that are not permitted to be pledged by law, statute or regulation, including cash held by regulated subsidiaries and any other capital required to meet and maintain regulatory capital requirements. The credit facilities contain certain covenants that limit the Company's ability above certain permitted amounts to incur additional indebtedness, make certain acquisitions, pay dividends and repurchase shares. The term loan facility does not have financial covenants and the revolving loan facility is subject to a springing total net leverage ratio financial covenant, subject to certain step downs, if the Company's borrowings under the revolving loan facility exceed $12.5 million. The Company is also subject to certain other non-financial covenants.
On October 12, 2017, in connection with entry into the new credit agreement, the Company repaid in full all amounts outstanding and terminated its commitments under its preexisting revolving bank loan facility with the net proceeds from the new term loan facility.
On October 18, 2017, the Board of Directors of the Company declared a quarterly dividend of $0.05 per share. The dividend will be payable on December 20, 2017 to the common stockholders of record on December 6, 2017.
On October 25, 2017, the Company's tender offer expired, and, on October 30, 2017, the Company announced that it had accepted for purchase 3,434,137 shares of its common stock at the purchase price of $17.25 per share for a total cash cost of approximately $59.2 million, excluding fees and expenses relating to the tender offer.
On November 9, 2017, the Company's Chairman, through an entity controlled by him, and the Company's Chief Executive Officer, in his personal capacity and through an entity controlled by him, each purchased of $10.0 million of the Company's common stock, for an aggregate total of $20.0 million, and a total of 1,159,420 common shares were issued. See "Note 6 — Related Parties" and "Note 8 — Equity".