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Debt
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Debt

13. DEBT

Debt consisted of the following:

 

 

 

 

As of December 31,

 

(in thousands)

Maturity

 

2015

 

 

2014

 

Amended Revolving Credit Facility

2019 - 2020

 

$

389,170

 

 

$

-

 

Term Loan

2017

 

 

249,129

 

 

 

-

 

3.55% Senior Notes

2015

 

 

-

 

 

 

883,895

 

2.70% Senior Notes

2016

 

 

499,174

 

 

 

498,272

 

2.75% Senior Notes

2019

 

 

495,750

 

 

 

494,644

 

TVN 7.38% Senior Notes

2020

 

 

399,986

 

 

 

-

 

2.80% Senior Notes

2020

 

 

593,796

 

 

 

-

 

3.50% Senior Notes

2022

 

 

395,309

 

 

 

-

 

3.90% Senior Notes

2024

 

 

493,210

 

 

 

492,443

 

3.95% Senior Notes

2025

 

 

494,748

 

 

 

-

 

Total debt

 

 

$

4,010,272

 

 

$

2,369,254

 

Current portion of debt

 

 

 

(499,174

)

 

 

(883,895

)

Debt (less current portion)

 

 

$

3,511,098

 

 

$

1,485,359

 

Fair value of long-term debt *

 

 

$

3,977,985

 

 

$

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 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 2020, with the exception of $32.5 million, which remains scheduled to mature in March 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 $389.2 million under the Amended Revolving Credit Facility at December 31, 2015, incurring interest at a rate of approximately 1.44% throughout the year ended December 31, 2015. The Company had $1.1 million of outstanding letters of credit under the Amended Revolving Credit Facility at December 31, 2015, and there were no outstanding borrowings or letters of credit under the Facility at December 31, 2014.

At the Acquisition Date, TVN had an outstanding revolving credit facility (the “TVN Facility”) in the amount of PLN 300.0 million and a cash loan (the “Cash Loan”) in the amount of €25.0 million bearing interest at a floating rate of EURIBOR for the relevant interest period, plus the bank’s margin.  The TVN Facility and Cash Loan were scheduled to mature in June 2017, but both were repaid in full and cancelled as of December 31, 2015.

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 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 1.37% for the year ended December 31, 2015.

Senior Notes

In November 2014, we completed the sale of $500.0 million aggregate principal amount of 2.75% Senior Notes due 2019 (the “2019 Notes”) and $500.0 million aggregate principal amount of 3.90% Senior Notes due 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 in January 2015.

 

Our $500.0 million aggregate principal amount of 2.70% Senior Notes mature in December 2016 (the “2016 Notes”). 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 Transactions (see Note 4 – Acquisitions).

 

Amounts capitalized and included as a reduction against long term debt on our consolidated balance sheets include $20.4 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 $6.0 million and $3.0 million of debt issuance costs for the years ended December 31, 2015 and December 31, 2014, respectively, within interest expense, net in our consolidated statements of operations.

 

On July 31, 2015, the Company paid €364.9 million to retire the €300.0 million 2021 PIK Notes, which was debt at the parent of TVN and included as a component of the debt assumed in the Acquisition purchase price.  The payment included the aggregate principal and a required make-whole component totaling €363.4 million, as well as accrued and unpaid interest of €1.5 million.  The extinguishment of debt, including the make-whole component, is reflected as a financing activity in our consolidated statements of cash flows.

 

On November 19, 2010, TVN Finance Corp. issued the 2018 TVN Notes.  On November 16, 2015, TVN Finance Corp. executed a full early redemption of the 2018 TVN Notes totaling €118.9 million, comprised of principal of €116.6 million, accrued but unpaid interest of a nominal amount and premium of €2.3 million. An additional €4.6 million was paid at the same time in fulfillment of the November 15 coupon payment due. The extinguishment of debt is reflected as a financing activity in our consolidated statements of cash flows.

 

On September 16, 2013, TVN Finance Corp. issued the 2020 TVN Notes. Prior to December 15, 2016 TVN Finance Corp may redeem up to 40 percent of the original principal amount of the 2020 TVN Notes with net cash proceeds of one or more equity offerings at a redemption price of 107.38% of the principal amount plus accrued and unpaid interest, if any, to the redemption date.  Also, prior to December 15, 2016, TVN Finance Corp. may redeem up to 10.0 percent of the original principal amount of the 2020 TVN Notes at a redemption price equal to 103.00% of the aggregate principal amount plus accrued and unpaid interest, if any, to the redemption date. A 10.0 percent redemption was executed in September 2015 and in November 2015, leaving one more opportunity to redeem another 10.0 percent at 103.00% prior to December 16, 2016. At any time prior to December 16, 2016 TVN Finance Corp. may redeem the 2020 TVN Notes in whole, but not in part, at a price equal to 100.00% of the principal amount plus the applicable make-whole premium and accrued and unpaid interest, if any, up to the redemption date.  The 2020 TVN Notes are senior unsecured obligations and are governed by a number of covenants including, but not limited to, restrictions on the level of additional indebtedness, payment of dividends, sale of assets and transactions with affiliated companies.

 

On September 15, 2015 TVN executed a partial pre-payment of the 2020 TVN Notes totaling €45.1 million, comprised of principal of €43.0 million, accrued but unpaid interest of €0.8 million and premium of €1.3 million.

 

On November 16, 2015, TVN Finance Corp. executed a second partial pre-payment of the 2020 TVN Notes totaling €45.6 million, comprised of principal of €43.0 million, accrued but unpaid interest of €1.3 million and premium of €1.3 million. At December 31, 2015, €344.0 million was outstanding on the 2020 TVN Notes.

Debt Covenants

The Amended Revolving Credit Facility, 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.