XML 65 R21.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related-Party Transactions
9 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS
The Carlyle Group is the largest shareholder of the Company. On November 5, 2014, the Company entered into an agreement with an affiliate of The Carlyle Group to repurchase 1,000,000 shares of our Class A common stock pursuant to the repurchase program described in Note 12 above. The shares were repurchased at a price of $25.10 per share as part of a private non-underwritten transaction. From time to time, and in the ordinary course of business: (1) other Carlyle portfolio companies engage the Company as a subcontractor or service provider, and (2) the Company engages other Carlyle portfolio companies as subcontractors or service providers. Revenue and cost associated with these related parties for the three months ended December 31, 2014 were $312,000 and $233,000, respectively, and $961,000 and $719,000 for the nine months ended December 31, 2014, respectively. Revenue and cost associated with these related parties for the three months ended December 31, 2013 were $70,000 and $61,000, respectively, and $237,000 and $201,000 for the nine months ended December 31, 2013, respectively.
In addition, investment vehicles affiliated with The Carlyle Group participated in a lender syndicate in the Company’s outstanding debt in the amounts of $47.0 million and $55.5 million at December 31, 2014 and March 31, 2014, respectively. The participation by such investment vehicles in the syndication of the Company's debt was done on an arm’s length basis.
On July 31, 2008, the Company entered into a management agreement, or Management Agreement, with TC Group V US, L.L.C., or TC Group, a company affiliated with Carlyle. On June 7, 2012, TC Group assigned all of its right, title and interest in, and obligations under, the management agreement to Carlyle Investment Management L.L.C., or Carlyle Investment Management. In accordance with the Management Agreement, Carlyle Investment Management provides the Company with advisory, consulting, and other services and the Company pays Carlyle Investment Management an aggregate annual fee of $1.0 million, plus expenses. For the three months ended December 31, 2014 and 2013, the Company incurred $250,000 in advisory fees. For the nine months ended December 31, 2014 and 2013, the Company incurred $750,000 in advisory fees in each period.