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Debt
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Debt

9.

Debt

Debt consisted of the following:

 

( in thousands )

 

 

As of

 

 

 

 

 

September 30,

 

 

December 31,

 

 

Maturity

 

 

2015

 

 

2014

 

Amended Revolving Credit Facility

2019 - 2020

 

$

 

300,000

 

 

$

 

-

 

TVN Revolving Credit Facility and Cash Loan

2017

 

 

 

16,864

 

 

 

 

-

 

Term Loan

2017

 

 

 

250,000

 

 

 

 

-

 

3.55% Senior Notes

2015

 

 

 

-

 

 

 

 

884,994

 

2.70% Senior Notes

2016

 

 

 

499,858

 

 

 

 

499,766

 

TVN 7.88% Senior Notes

2018

 

 

 

127,594

 

 

 

 

-

 

2.75% Senior Notes

2019

 

 

 

498,536

 

 

 

 

498,269

 

TVN 7.38% Senior Notes

2020

 

 

 

464,430

 

 

 

 

-

 

2.80% Senior Notes

2020

 

 

 

598,090

 

 

 

 

-

 

3.50% Senior Notes

2022

 

 

 

398,819

 

 

 

 

-

 

3.90% Senior Notes

2024

 

 

 

496,651

 

 

 

 

496,376

 

3.95% Senior Notes

2025

 

 

 

499,082

 

 

 

 

-

 

Total debt

 

 

$

 

4,149,924

 

 

$

 

2,379,405

 

Current portion of debt

 

 

 

 

(16,864

)

 

 

 

(884,994

)

Debt (less current portion)

 

 

$

 

4,133,060

 

 

$

 

1,494,411

 

Fair value of debt*

 

 

$

 

4,133,000

 

 

$

 

2,409,995

 

 

 

 

 

 

 

 

 

 

 

 

 

*The fair value of the senior notes were estimated using level 2 inputs comprised of quoted prices in active markets, market indices and interest rate measurements for debt with similar remaining maturity.

 

 

Revolving Credit Facilities

On March 31, 2014, we entered into a five year revolving credit facility (the “Facility”) that permitted $650.0 million in aggregate borrowings with an expiration date of March 31, 2019.

On May 18, 2015, we entered into the Amended Revolving Credit Facility to amend the Facility. The Amended Revolving Credit Facility provides $250.0 million additional revolving loan capacity permitting borrowings up to an aggregate principal amount of $900.0 million, which may be increased to $1,150.0 million at our option. Additionally, the Amended Revolving Credit Facility extends the maturity one year to a scheduled maturity of March 31, 2020, with the exception of $32.5 million, which remains scheduled to mature on March 31, 2019.

Borrowings under the Amended Revolving Credit Facility incur interest charges based on the Company’s credit rating with drawn amounts incurring interest at LIBOR plus a range of 69 to 130 basis points and a facility fee ranging from 6 to 20 basis points, also subject to the Company’s credit ratings.

The Company had outstanding borrowings of $300.0 million under the Amended Revolving Credit Facility at September 30, 2015, incurring interest at a rate of approximately 1.29% throughout the third quarter of 2015. The Company had $1.1 million of outstanding letters of credit under the Amended Revolving Credit Facility at September 30, 2015. There were no outstanding borrowings or letters of credit under the Facility at December 31, 2014.

On June 10, 2013, a wholly-owned subsidiary of TVN entered into an agreement with Bank Pekao S.A. pursuant to which the bank provided TVN with a revolving credit facility (the “TVN Facility”) in the amount of PLN 300.0 million and granted a cash loan (the “Cash Loan”) in the amount of €25.0 million. The TVN Facility can be used in the form of a revolving credit line, overdraft or for bank guarantees and letters of credit. As of September 30, 2015, there were PLN 8.0 million of bank guarantees issued under the TVN Facility.

The Cash Loan was first drawn on August 5, 2013 and bears interest at a floating rate of EURIBOR for the relevant interest period plus the bank’s margin. The Cash Loan and interest are due in quarterly installments beginning November 5, 2013. The TVN Facility and Cash Loan mature within four years starting from the date of the agreement. The effective rate was 2.86% at September 30, 2015. The final repayment date is June 10, 2017. The carrying value of the Cash Loan approximates its fair value.

The TVN Facility and Cash Loan are secured by a mortgage on TVN’s office building (the “MBC Building”) and all receivables of TVN and TVN Media with registered and financial pledge and assignment on collateral. The TVN Facility and Cash Loan are also secured by the assignment of insurance policies of MBC Building and of insurance of receivables of TVN and TVN Media. The TVN Facility and Cash Loan are also fully guaranteed by TVN subsidiaries that are guarantors of the Notes.

Term Loan

On June 26, 2015, we entered into a $250.0 million senior unsecured Term Loan agreement.  The Term Loan has a maturity date of June 26, 2017, with outstanding borrowings incurring interest at LIBOR plus a range of 62.5 to 137.5 basis points, subject to the Company’s credit ratings.  The weighted average interest rate on the Term Loan was 1.29% in the third quarter of 2015.

Senior Notes

In November 2014, we completed the sale of $500.0 million aggregate principal amount of 2.75% Senior Notes due November 15, 2019 (the “2019 Notes”) and $500.0 million aggregate principal amount of 3.90% Senior Notes due November 15, 2024 (the “2024 Notes”). Interest is due on the 2019 Notes and 2024 Notes on May 15th and November 15th each year. Net proceeds from the issuance of these notes were utilized to repay our $885.0 million aggregate principal amount of 3.55% Senior Notes that matured on January 15, 2015.

Our $500.0 million aggregate principal amount of 2.70% Senior Notes mature on December 15, 2016 (the “2016 Notes”) and bear interest at 2.70%. Interest is paid on the 2016 Notes on June 15th and December 15th of each year.

On June 2, 2015, we completed the sale of $600.0 million aggregate principal amount of 2.80% Senior Notes due 2020 (the “2020 Notes”), $400.0 million aggregate principal amount of 3.50% Senior Notes due 2022 (the “2022 Notes”) and $500.0 million aggregate principal amount of 3.95% Senior Notes due 2025 (the “2025 Notes” and together with the 2020 and 2022 Notes, the “Newly Issued Notes”). The Newly Issued Notes are unsecured senior obligations of the Company and rank equally in right of payment with the Company’s existing and future unsecured and unsubordinated indebtedness. The proceeds of the Newly Issued Notes were used, in part, to fund the Acquisition, Tender Offer and Squeeze-out (see Note 4 – Acquisitions).

Amounts capitalized and included within other assets on our condensed consolidated balance sheets include $22.2 million of debt issuance costs related to the Amended Revolving Credit Facility, Term Loan and Newly Issued Notes, all of which were undertaken to finance the Transactions.  We amortized $10.0 million and $11.9 million of debt issuance costs for the three and nine months ended September 30, 2015, respectively, within interest expense, net in our condensed consolidated statements of operations.  We amortized $0.7 million and $2.2 million of debt issuance costs for the three and nine months ended September 30, 2014.

On November 19, 2010, TVN Finance Corp. issued €175.0 million aggregate principal amount of 7.88% Senior Notes due 2018 (the “2018 TVN Notes”).

On September 16, 2013, TVN Finance Corp. issued €430.0 million nominal amount of aggregate principal of 7.38% Senior Notes due 2020 (the “2020 TVN Notes”).

Debt Covenants

The Amended Revolving Credit Facility, the Term Loan, all of our Senior Notes and the TVN debt all include certain affirmative and negative covenants, including limitations on the incurrence of additional indebtedness and maintenance of a maximum leverage ratio.