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Debt
9 Months Ended
Sep. 30, 2015
Debt  
Debt

 

9.Debt

 

The Company’s debt at September 30, 2015 consisted of the following:

 

 

 

Successor

 

(in thousands)

 

September 30,
2015

 

Total Term Loan outstanding

 

$

411,413 

 

Less: Amounts due within one year

 

4,250 

 

 

 

 

 

Total long-term debt due after one year

 

$

407,163 

 

 

 

 

 

 

 

At September 30, 2015, the Company assessed the amount recorded under the Term Loan (defined below) and the Revolving Loan (defined below) and determined that such amounts approximated fair value. The fair values of the debt are based on quoted inactive market prices and are therefore classified as Level 2 within the valuation hierarchy.

 

The Term Loan is presented net of deferred costs of issuance, which are amortized using the effective interest method over the term of the Term Loan.  Gross deferred issuance costs at the inception of the Term Loan were $12.9 million and as of September 30, 2015 there were $12.5 million of unamortized deferred issuance costs.

 

Scheduled principal repayments under the Term Loan subsequent to September 30, 2015 are as follows:

 

(in thousands)

 

Amount

 

2015 (remaining)

 

$

1,063 

 

2016

 

4,250 

 

2017

 

4,250 

 

2018

 

4,250 

 

2019

 

4,250 

 

Thereafter

 

405,874 

 

 

 

 

 

 

 

$

423,937 

 

 

 

 

 

 

 

Credit Facility (Successor)

 

On July 31, 2015, in connection with the consummation of the Business Combination, AgroFresh Inc. as the borrower and its parent, AF Solutions Holdings LLC (“AF Solutions Holdings”), a wholly-owned subsidiary of the Company, as the guarantor, entered into a Credit Agreement with Bank of Montreal, as administrative agent (the “Credit Facility”). The Credit Facility consists of a $425 million term loan (the “Term Loan”), with an amortization equal to 1.00% per year, and a $25 million revolving loan facility (the “Revolving Loan”). The Revolving Loan includes a $10 million letter-of-credit sub-facility, issuances against which reduce the available capacity for borrowing. As of September 30, 2015, the Company has issued $1.5 million of letters of credit, against which no funds have been drawn. The Term Loan has a scheduled maturity date of July 31, 2021, and the Revolving Loan has a scheduled maturity date of July 31, 2019. The interest rates on borrowings under the facilities are either the alternate base rate plus 3.75% or LIBOR plus 4.75% per annum, with a 1.00% LIBOR floor (with step-downs in respect of borrowings under the Revolving Loans dependent upon the achievement of certain financial ratios). The obligations under the Credit Facility are secured by liens on substantially all of the assets of (a) AgroFresh Inc. and its direct wholly-owned domestic subsidiaries and (b) AF Solutions Holdings, including the common stock of AgroFresh Inc.

 

The net proceeds of the Term Loan were used to fund a portion of the purchase price payable to Rohm and Haas in connection with the Business Combination. Amounts available under the Revolving Loan may also be used for working capital, general corporate purposes, and other uses, all as more fully set forth in the Credit Agreement.

 

As of the Closing Date the Company incurred approximately $12.9 million in debt issuance costs related to the Term Loan and $1.3 million in costs related to the Revolving Loan. The debt issuance costs associated with the Term Loan were capitalized against the principal balance of the debt, and the Revolving Loan costs were capitalized in Other Assets. All issuance costs will be accreted through interest expense for the duration of each respective debt facility. The accretion in interest expense during the period August 1, 2015 through September 30, 2015 was approximately $0.4 million.