Note 10 — Loan Facilities

On October 12, 2017, as part of a recapitalization plan, the Company entered into a new credit agreement with a syndicate of lenders, who lent in face amount $350.0 million under a five-year secured term loan facility ("Term Loan Facility) and provided a three-year secured revolving credit facility ("Revolving Loan Facility") for $20.0 million, which was undrawn at closing. In conjunction with the borrowings under the credit facilities the Company incurred expenses of $11.5 million, consisting of original issue discount of $1.75 million and deferred financing costs of $9.8 million, which have been recorded as a reduction in the carrying value of the secured term loan in the consolidated statements of financial position. The closing costs of the credit facilities are being amortized into interest expense over the lives of the obligations. For the year ended December 31, 2017 the Company incurred incremental interest expense of $0.6 million related to the amortization of these costs. See "Note 11 — Equity".



	As of December 31,
	2017			2016
	(in thousands)
Secured term loan	$	339,048		$	—
Bank revolving loan	—			64,070
Bank term loan	—			16,875
Unamortized discount	1,663			—
Unamortized debt issuance costs	9,289			—
Total debt facilities	350,000			80,945
Current maturities of debt	(21,875		)	(75,320		)
Total long-term debt	$	328,125		$	5,625

Borrowings under the new credit facilities bear interest at either the U.S. Prime Rate plus 2.75% or LIBOR plus 3.75%. Borrowings under the Term Loan Facility had a weighted average interest rate for the period outstanding in 2017 of approximately 5.1% (with borrowing rate ranging from 5.0% to 5.3% during the period that the Term Facility was outstanding).

The Term Loan Facility 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 repayments of principal within ninety days of year end 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. At December 31, 2017, $350.0 million was outstanding on the Term Loan Facility and no amounts were outstanding under the Revolving Loan Facility.

All mandatory repayments 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 Term Loan Facility and Revolving Loan Facility are both 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. At December 31, 2017, the Company was compliant with all loan covenants.

In conjunction with the borrowing of the Term Loan Facility in October 2017, the Company used a portion of the proceeds to repay in full outstanding borrowings of $83.8 million under the previously existing revolving bank loan facility plus accrued interest. Interest on the previous revolving bank loan facility was based on the higher of 3.50% or the U.S. Prime Rate (4.25% at the time of repayment) and was payable monthly. The weighted average daily borrowings outstanding under the previous revolving bank loan facility for the portion of the year the obligation was outstanding were approximately $65.3 million and $54.1 million for the years ended December 31, 2017 and 2016, respectively. The weighted average interest rate was 4.1% for the period outstanding in 2017, and 3.5% and 3.3% for the years ended December 31, 2016 and 2015, respectively.

In connection with the acquisition of Cogent in April 2015, the Company borrowed $45.0 million, which was comprised of two bank term loan facilities, each in an original principal amount of $22.5 million. One bank term loan facility, which bore interest at the U.S. Prime Rate plus 0.75%, was repaid in two equal installments, one in June 2015 and the other in April 2016. The second bank term loan facility, which bore interest at the Prime Rate plus one and one-quarter percent (1.25%) per annum, which interest rate was to be reduced to the Prime Rate plus three-quarters of one percent (0.75%) per annum when the amount outstanding was $7.5 million or less, had a maturity date of April 30, 2018 and was payable in four equal semi-annual installments beginning on October 31, 2016. In 2016, a principal payment of $5.625 million was made on the second term loan facility. In 2017, prior to the drawdown of the new credit facility, the Company repaid the outstanding balance of the term loan of $16.9 million in full satisfaction of the remaining tranche of the term loan facility used to fund the acquisition of Cogent. There were no prepayment penalties for the early repayment of the bank term loan facilities. The weighted average interest rate of the bank term loan facilities for the portion of the year the obligation was outstanding was 5.2% and 4.7% for the year ended December 31, 2017 and 2016, respectively.