XML 73 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
Long-Term Debt
12 Months Ended
Dec. 31, 2013
Long-Term Debt  
Long-Term Debt

Note 7. Long-Term Debt

        Long-term debt as of December 31, 2013 and 2012 consists of the following (amounts in thousands):

 
  2013   2012  

Senior Notes due March 2016

  $   $ 57,012  

Senior Notes due July 2020

    172,481      

Less: Current portion

    (1,750 )   (4,608 )
           

 

  $ 170,731   $ 52,404  
           
           

        Senior Notes due July 2020:    On July 30, 2013 certain of our subsidiaries entered into a credit agreement providing for a $175.0 million senior secured term loan B facility (the "Term Loan Facility") which matures on July 30, 2020 The Term Loan Facility also provides an uncommitted accordion option (the "Incremental Facility") allowing for additional borrowings under the Term Loan Facility up to an aggregate principal amount equal to (i) $20 million plus (ii) an additional amount up to 4.0x 1st lien net leverage. The obligations under the Term Loan Facility are guaranteed by HMTV, LLC, a direct wholly-owned subsidiary of the Company, and all of the Company's existing and future subsidiaries (subject to certain exceptions in the case of immaterial subsidiaries). The Term Loan Facility is secured by a first-priority perfected security interest in substantially all of the assets of the Company. Pricing on the Term Loan Facility was set at LIBOR plus 500 basis points (with a LIBOR floor of 1.25%), resulting in an effective interest rate 6.25%, and 1.0% of original issue discount ("OID"). The OID of $1.7 million, net of accumulated amortization of $0.1 million at December 31, 2013, is recorded as a reduction to the principal amount of the Term Loan Facility outstanding and will be amortized as a component of interest expense over the term of the Term Loan Facility. The proceeds of the loan were used to repay in full all outstanding debt obligations at the Company's subsidiaries (the Senior Notes due March 2016 and June 2017), to pay fees and expenses associated with the financing, and for general corporate purposes including potential future acquisitions. The Company recorded $3.3 million of debt issue costs associated with the Term Loan Facility, net of accumulated amortization of $0.2 million at December 31, 2013.

        In connection with the repayment of the Senior Notes due March 2016 and June 2017, the Company wrote off unamortized debt issuance costs of $1.6 million, which is recorded as a loss on the early extinguishment of debt in the accompanying consolidated statements of operations.

        The Term Loan Facility principal payments are payable on quarterly due dates commencing September 30, 2013 and a final installment on July 30, 2020.

        In addition, pursuant to the terms of the Term Loan Facility, within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2014), the Borrowers are required to make a prepayment of the loan principal in an amount equal to 50% of the excess cash flow of the most recently completed fiscal year. Excess cash flow is generally defined as net income plus depreciation and amortization expense, less mandatory prepayments of the term loan, interest charges, income taxes and capital expenditures, and adjusted for the change in working capital. The percentage of the excess cash flow used to determine the amount of the prepayment of the loan declines from 50% to 25% and again to 0% at lower leverage ratios.

        Senior Notes due March 2016:    On March 31, 2011, Español and WAPA PR, collectively referred to in this note as the "Borrowers", entered into a loan agreement that included a $66.0 million term loan and a $10.0 million revolving credit line with a maturity of March 31, 2016. The loan was guaranteed by WAPA, the direct holding company of Español and WAPA PR, and its wholly-owned subsidiaries other than the Borrowers and secured by a first-priority perfected lien on all capital stock of and equity interests in each of the Borrowers and all other property and assets (tangible and intangible) of the Borrowers, whenever acquired and wherever located, subject to certain exceptions. The loan was repaid in full in connection with the closing of the Term Loan Facility as discussed above. Amounts outstanding under the term loan at December 31, 2013 and 2012 were $0 and $57.0 million respectively.

        There was an annual commitment fee of 0.75%, paid quarterly, on the revolving credit line for the unfunded amounts calculated daily as the amount by which the aggregate revolving credit line limit exceeds the aggregate outstanding unpaid principal amount. The commitment fees were $37,192, $75,000 and $60,000 for the years ended December 31, 2013, 2012 and 2011, respectively. The revolving credit line was terminated on July 30, 2013 in connection with the closing of the Term Loan Facility. At December 31, 2013 and 2012, there were no outstanding balances due under the revolving credit commitment.

        On April 13, 2011, WAPA entered into a two-year interest rate swap agreement with an initial notional amount of $33.0 million to receive interest at a variable rate equal to three (3) months LIBOR and to pay interest at a fixed rate of 1.143%. The interest rate swap agreement expired on April 15, 2013. At December 31, 2013 and 2012, this interest rate swap agreement had a fair value of $0 and $0.1 million, respectively, and is recognized in other accrued expenses on the consolidated balance sheets. The Company recognized additional financing income (expense) of $0.1 million, $0.1 million and ($0.2 million) for the years ended December 31, 2013, 2012 and 2011, respectively, related to the change in the fair value of the interest rate swap agreement, which is included in interest expense, net on the consolidated statements of operations.

        Senior Notes due June 2017:    In connection with the Transaction, described in Note 2, the Company assumed the outstanding balance of Cinelatino's credit facility, in the amount of $30.1 million. The loan was repaid in full in connection with the closing of the Term Loan Facility on July 30, 2013 as discussed above.

        The carrying value of the long-term debt approximates fair value at December 31, 2013 and 2012. The estimated fair value of our variable-rate debt is derived from quoted market prices by independent dealers (Level 2 in the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures).

        Following are maturities of long-term debt, at December 31, 2013 (amounts in thousands):

Year Ending December 31,
   
 

2014

  $ 1,750  

2015

    1,750  

2016

    1,750  

2017

    1,750  

2018 and thereafter

    167,125  
       

 

  $ 174,125