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Loan Facilities
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Loan Facilities
Loan Facilities
In October 2017, as part of a recapitalization plan, the Company entered into a credit agreement with a syndicate of lenders, who lent a face amount of $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. The Term Loan Facility and the Revolving Loan Facility together are referred to as the “Secured Loan Facilities”. In conjunction with the borrowings under the Secured Loan 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 Term Loan Facility in the condensed consolidated statement of financial condition. These costs are being amortized into interest expense over the lives of the obligations. The Company incurred incremental interest expense of $0.6 million related to the amortization of these costs for the three months ended March 31, 2019 and March 31, 2018.
As of March 31, 2019 and December 31, 2018, the Term Loan Facility carrying values were $311.3 million and $319.5 million, respectively, and no amounts were outstanding under the Revolving Loan Facility at either date. The carrying value of the Term Loan Facility, excluding the unamortized debt issuance costs that are presented as a reduction to the debt principal balance, approximated the fair value. As the borrowings are not accounted for at fair value, their fair value is not included in the Company’s fair value hierarchy in “Note 4 — Fair Value of Financial Instruments,” however, had these borrowings been included, they would have been classified in Level 2.
Borrowings under the Secured Loan Facilities bore interest at either the U.S. Prime Rate plus 2.75% or LIBOR plus 3.75%. Borrowings under the Secured Loan Facilities had a weighted average interest rate for the three months ended March 31, 2019 and March 31, 2018 of 6.43% and 5.35%, respectively.
The Term Loan Facility required quarterly principal amortization payments of $4.375 million, which began on March 31, 2018 and continued through September 30, 2018. Beginning for the quarter ended December 31, 2018, the Term Loan Facility required quarterly principal amortization payments of $8.75 million (or $35.0 million annually) which would have continued through September 30, 2022, with the remaining balance of the Term Loan Facility due at maturity on October 12, 2022. In addition, beginning for the year ended December 31, 2018, the Company may have been required to make annual repayments of principal on the Term Loan Facility within ninety days of year end of up to 50% (determined based on the net leverage ratio) of its annual excess cash flow as defined in the credit agreement. For the year ended December 31, 2018, based upon the Company’s financial results for 2018 an excess cash flow payment was not required. The Company was also required to repay certain amounts of the Term Loan Facility in connection with the non-ordinary course sale of assets, receipt of insurance proceeds, and the issuance of debt obligations, subject to certain exceptions.
During the three months ended March 31, 2019, the Company made mandatory principal payments of $8.8 million. 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 was prepaid or refinanced or repriced through any amendment prior to April 12, 2019, such prepayment, refinancing, or repricing would have been at 101.0% of the principal amount so 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 March 31, 2019, the Company was compliant with all loan covenants.
On April 12, 2019, the Company refinanced the Term Loan Facility with a new term loan B (“New TLB”). Borrowings of $375 million under the New TLB were used to repay in full the outstanding balance of the Term Loan Facility, pay fees and expenses, and provide cash for general corporate purposes. See “Note 12 — Subsequent Events”.