Debt

Long‑term debt consists of the following:



	September 30, 2017			June 30, 2018
First Lien Term Loan Facility, due December 20, 2024	$	896,574		$	790,600
Revolving Credit Facility	—			—
Equipment financing, due June 30, 2024 and June 28, 2025	6,930			9,615
Mortgage, due June 30, 2028	—			1,868
Notes Payable, due June 30, 2018 to July 31, 2023	3,287			2,310
Total debt	906,791			804,393
Less unamortized discount and lender fees	(16,942		)	(14,255		)
Total net debt	889,849			790,138
Less current portion	(11,325		)	(9,708		)
Total long‑term debt	$	878,524		$	780,430

Term Loan Facilities and Revolving Credit Facility

On January 15, 2014, EWT Holdings III Corp. (EWT III), an indirect wholly-owned subsidiary of the Company, entered into a First Lien Credit Agreement and Second Lien Credit Agreement (the Credit Agreements) among EWT III, EWT Holdings II Corp., the lenders party thereto and Credit Suisse AG as administrative agent and collateral agent. The First Lien Credit Agreement provided for a seven-year term loan facility, and the Second Lien Credit Agreement provided for an eight-year term loan facility. The term loan facilities originally consisted of the “First Lien Term Loan” and “Second Lien Term Loan” in aggregate principal amounts of $505,000 and $75,000, respectively. The First Lien Credit Agreement also made available to the Company a $75,000 revolving credit facility (the Revolver), which provided for a letter of credit sub-facility up to $35,000. During the year ending September 30, 2017, certain subsidiaries of the Company entered into three amendments to the First Lien Credit Agreement, which provided for, among other things, the payoff and termination of the Second Lien Term Loan, upsizes to the First Lien Term Loan, and the upsize of the Revolver.

On December 20, 2017, certain subsidiaries of the Company entered into Amendment No. 5 (the Fifth Amendment), among EWT III, as the borrower, certain other subsidiaries of the Company, and Credit Suisse AG, as administrative agent and collateral agent, relating to the First Lien Credit Agreement (as amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the effectiveness of the Fifth Amendment, the "Existing Credit Agreement"). Prior to the Fifth Amendment, approximately $796,574 was outstanding under the First Lien Term Loan (the Existing Term Loans). Pursuant to the Fifth Amendment, among other things, the Existing Term Loans were refinanced with the proceeds of refinancing Term Loans. Borrowings under the First Lien Term Loan Facility (First Lien Term Loan) bear interest consisting of the Base Rate plus 2.0%, or LIBOR plus 3.0%. At June 30, 2018, the interest rate on borrowings was 5.30%, comprised of 2.30% LIBOR plus the 3.0% spread. The principal and interest under the First Lien Term Loan is payable in quarterly installments, with quarterly principal payments of $1,991, and the balance is due at maturity on December 20, 2024.

Total deferred fees related to the First Lien Term Loan were $16,942 and $14,255, net of amortization, as of September 30, 2017 and June 30, 2018, respectively. These fees were included as a contra liability to debt on the Condensed Consolidated Balance Sheets.

The Fifth Amendment, among other things, extended the maturity of the Existing Term Loan to December 20, 2024 from January 15, 2021, reduced the interest rate spreads on Term Loan borrowing to to 3.00% from 3.75%, and increased the revolving credit commitment and letter of credit sublimit to $125,000 and $45,000 from $95,000 and $35,000, respectively.

The Fifth Amendment bifurcated the Revolver, with $87,500 of the $125,000 revolver capacity maturing on December 20, 2022 (the 2022 Borrowings), and the remaining $37,500 maturing on January 15, 2019 (the “2019 Borrowings”). Borrowings under the Revolver bear interest at variable rates plus a margin ranging from 200 to 325 basis points, and 150 to 275 basis points for 2019 and 2022 Borrowings, respectively, dependent upon the Company’s leverage ratio and variable rate selected. 2022 Base Rate borrowings under the Revolver would have incurred interest at 6.75% as of June 30, 2018, calculated as the 175 basis point spread plus the Base Rate of 5.00%. 2019 Base Rate borrowings under the Revolver at September 30, 2017 and June 30, 2018 would have incurred interest at 6.5% and 7.25%, respectively, calculated as the 225 basis point spread plus the Base Rate of 4.25% at September 30, 2017 and 4.75% at June 30, 2018.

The Company had borrowing availability under the Revolver of $95,000 and $125,000 at September 30, 2017 and June 30, 2018, respectively, reduced for outstanding letter of credit guarantees. Such letter of credit guarantees are subject to a $45,000 sublimit within the Revolver, increased from $35,000 as part of the Fifth Amendment. The Company’s outstanding letter of credit guarantees under this agreement aggregated approximately $6,706 and $13,157, at September 30, 2017, and June 30, 2018, respectively. The Company had no outstanding revolver borrowings as of September 30, 2017, and June 30, 2018, and unused amounts, defined as total revolver capacity less outstanding letters of credit and revolver borrowings, of $88,294 and $111,843, respectively. At September 30, 2017 and June 30, 2018, the Company had additional letters of credit of $10,568 and $87 issued under a separate arrangement, respectively.

The First Lien Credit Agreement contains limitations on incremental borrowings, is subject to leverage ratios and allows for optional prepayments. Under certain circumstances beginning with fiscal 2015 results of operations, the Company may be required to remit excess cash flows as defined based upon exceeding certain leverage ratios. The Company did not exceed such ratios during fiscal 2017, does not anticipate exceeding such ratios during the fiscal year 2018, and therefore does not anticipate any additional repayments during the fiscal year 2018.

On June 26, 2018, the Company reached a contingent agreement under the First Lien Credit Agreement to increase the loan outstanding by $150,000 subject to successfully closing on the announced ProAct Services Corporation acquisition. The terms for this additional borrowing would be consistent with the current terms. In addition, the Company reached an agreement with certain Revolving Credit Lenders to amend their participation from 2019 Revolving Credit Commitments to 2022 Revolving Credit Commitments. On conclusion of these amendments, the entire Revolving Credit of $125,000 will have a maturity in 2022.

Equipment Financing

On June 30, 2017, the Company completed a Build Own Operate (BOO) financing for $7,100. The Company incurred $50 of additional financing fees related to this transaction, which have been capitalized and are included as a contra liability on the balance sheet. This financing fully amortizes over the seven-year tenure and incurs interest at a rate of one-month LIBOR plus 300 basis points. This variable rate debt has been fixed at a rate of 5.08% per annum. Principal obligations are $254 per quarter. The Company had $6,930 and $6,085 principal outstanding under this facility at September 30, 2017 and June 30, 2018, respectively.

On June 28, 2018, the Company completed an equipment financing for $3,530 at a fixed interest rate of 6.24% over a 7-year term. This 7-year financing amortizes over a 10-year period, with monthly principal and interest payments of $39 and a balloon payment of $1,330 due at maturity. The Company had $3,530 principal outstanding under this facility at June 30, 2018.

Notes Payable

As of September 30, 2017 and June 30, 2018, the Company had notes payable in an aggregate outstanding amount of $3,287 and $2,310, respectively, with interest rates ranging from 6.26% to 7.39%, and due dates ranging from August 31, 2018 to July 31, 2023. These notes are related to certain equipment related contracts and are secured by the underlying equipment and assignment of the related contracts.

Mortgage

On June 29, 2018, the Company subsidiary MAGNETO special anodes B.V. entered into a 10-year mortgage agreement for 1,600 Euro ($1,868) to finance a facility in the Netherlands, subject to monthly principal payments of 7 Euro ($8) at a blended interest rate of 2.4% with maturity in June 2028. The Company had $1,868 principal outstanding under this facility at June 30, 2018.

Repayment Schedule

Aggregate maturities of all long‑term debt, including current portion of long‑term debt and excluding capital lease obligations as of June 30, 2018, are presented below:



Fiscal Year
Remainder of 2018	$	2,534
2019	9,854
2020	9,770
2021	9,816
2022	9,864
Thereafter	762,555
Total	$	804,393