Long Term and Other Debt

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Long Term and Other Debt

13. Long Term and Other Debt

Senior Facilities Agreement

In connection with the NTG Acquisition, on September 27, 2019, the Company, together with certain direct and indirect wholly-owned subsidiaries, entered into a Senior Facilities Agreement with Lucid Agency Services Limited, as agent, Nomura International plc and Macquarie Corporate Holdings Pty Limited (UK Branch) as arrangers and/or bookrunners and each lender party thereto (the "Lenders"), pursuant to which the Lenders agreed to provide, subject to certain conditions, two tranches of senior secured term loans (the "Term Loans"), in an original principal amount of £140.0 million ($172.5 million) and €90.0 million ($98.1 million), respectively and a secured revolving facility loan in an original principal amount of £20.0 million ($24.6 million). On October 1, 2019, the debt was funded and proceeds from the Term Loans were used to, among other things, pay the purchase price of the NTG Acquisition and to refinance existing indebtedness of the Company under the Note Purchase Agreement and prior Facility described below.

The new facilities are subject to covenant testing. These tests comprise a leverage ratio (consolidated total net debt/consolidated pro forma EBITDA) and a capital expenditure level. The leverage ratio is tested quarterly with the first test date being June 30, 2020. The capital expenditure level is tested annually with the first test date being December 31, 2019. There is also an annual excess cash flow calculation required, which, if positive and over certain de minimis limits, could require early prepayment of part of the facilities.

The Term Loans have a 5-year duration and are repayable in full on October 1, 2024. The £140.0 million ($184.9 million) loan carries a cash interest rate of 7.25% plus 3-month LIBOR, the €90.0 million ($101.1 million) loan carries a cash interest rate of 6.75% plus a 3-month EUROLIBOR. The £20.0 million ($26.4 million) revolving credit facility is available until September 1, 2024 and carries a cash interest rate on any utilization at 5.50% plus 3-month LIBOR, with any unutilized amount carrying a cash interest cost at 30% of the applicable margin on the revolving credit facility loan.

Termination of Note Purchase Agreement and Prior Credit Facility

The Company's previous debt included $140.0 million of senior notes issued under a Note Purchase Agreement and Guaranty dated August 13, 2018 (the "NPA") with a 5-year duration and a cash interest rate of 9% plus 3-month LIBOR borrowings and a revolving credit facility agreement dated August 13, 2018 (the " Prior Facility") with a 3-year duration and a cash interest rate on any utilization at 4% plus 3-month LIBOR, with any unutilized amount carrying a 1.4% cash interest cost. In addition, the Company also had a 3-year, fixed-rate, cross-currency swap with respect to the NPA (see Note 14).

The termination of the Company's prior existing indebtedness carried a prepayment premium of 3.00% of the amount repaid or prepaid, or $4.2 million, which is included in other long-term liabilities in the comparative period in the accompanying consolidated balance sheet. No prepayment premium applied to the Company's previous revolving facility Agreement. In addition, on October 1, 2019, the Company terminated the 3-year, fixed-rate, cross-currency swap and wrote off previously unamortized debt issuance costs amounting to $7.3 million

Outstanding Debt and Capital Leases

The following reflects outstanding debt and capital leases as of the dates indicated below:

	Principal			Unamortized deferred financing charge			Book value, December 31, 2019
	(in millions)
Senior bank debt	$	288.6		$	(15.5	)	$	273.1
Finance lease liabilities		0.1			—			0.1
Total long-term debt outstanding		288.7			(15.5	)		273.2
Less: current portion of long-term debt		(2.7	)		—			(2.7	)
Long-term debt, excluding current portion	$	286.0		$	(15.5	)	$	270.5

	Principal			Unamortized deferred financing charge			Book value, September 30, 2018
	(in millions)
Senior bank debt	$	140.0		$	(8.8	)	$	131.2
Finance lease liabilities		0.6			—			0.6
Total long-term debt outstanding		140.6			(8.8	)	$	131.8
Less: current portion of long-term debt		(0.5	)		—			(0.5	)
Long-term debt, excluding current portion	$	140.1		$	(8.8	)	$	131.3

The Company is in compliance with all relevant financial covenants and the long-term debt portion is correctly classified as such in line with the underlying agreements.

Long term debt as of December 31, 2019 matures as follows:

Fiscal period:	Senior bank debt		Capital leases and hire purchase contract		Total
	(in millions)
2020	$	2.6	$	0.1	$	2.7
2021		—		—		—
2022		—		—		—
2023		—		—		—
2024		286.0		—		286.0
Total	$	288.6	$	0.1	$	288.7