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Long-Term Debt
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt consists of the following (in millions):
 
June 30, 2020
 
December 31, 2019
Term A Loan
$
1,179.7

 
$
1,203.1

Revolving Credit Facility

 
310.0

Other
24.7

 
41.7

Total long-term debt principal
1,204.4

 
1,554.8

Less: current portion of long-term debt
(80.0
)
 
(79.1
)
Long-term debt before debt issuance costs and discount
1,124.4

 
1,475.7

Less: debt issuance costs and discount
(8.6
)
 
(10.6
)
Long-term debt, net of current portion
$
1,115.8

 
$
1,465.1


As of June 30, 2020, principal maturities, including payments related to our finance leases, are as follows (in millions):
2020 (remaining)
$
39.7

2021
72.3

2022
111.7

2023
980.7

Total
$
1,204.4


Credit Agreement
On April 30, 2018, our indirect subsidiary, Black Knight InfoServ, LLC ("BKIS") entered into an amended and restated credit and guaranty agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, the guarantors party thereto, the other agents party thereto and the lenders party thereto.
The Credit Agreement provides for (i) a $1,250.0 million term loan A facility (the “Term A Loan”) and (ii) a $750.0 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term A Loan, collectively, the “Facilities”), the proceeds of which were used to repay in full the previous term loan A facility, term loan B facility and revolving credit facility.
On June 19, 2020, we completed an underwritten offering of shares of our common stock pursuant to a registration statement we filed with the SEC. Refer to Note 1 — Basis of Presentation. A portion of the net proceeds received from this offering was used to fully repay amounts outstanding under our Revolving Credit Facility.
As of June 30, 2020, the interest rates on the Term A Loan and Revolving Credit Facility were based on the Eurodollar rate plus a margin of 150 basis points, and the interest rate on the Term A Loan was approximately 1.66%. As of June 30, 2020, we had $750.0 million capacity on the Revolving Credit Facility and paid an unused commitment fee of 20 basis points.
The Facilities are guaranteed by all of BKIS’s wholly-owned domestic restricted subsidiaries and Black Knight Financial Services, LLC, a Delaware limited liability company and the direct parent company of BKIS, and are secured by associated collateral agreements that pledge a lien on substantially all of BKIS’s assets, including fixed assets and intangibles, and the assets of the guarantors, in each case, subject to customary exceptions.
Other Debt
On April 1, 2018, we entered into a financing agreement for $32.9 million, with a stated interest rate of 0% and an imputed interest rate of 3.4%, primarily related to certain data processing and maintenance services. On December 31, 2019, we entered into an amendment to the financing agreement for an additional $16.3 million, with a stated interest rate of 0% and an imputed interest rate of 3.3%. Under the terms of the amendment, quarterly payments are due beginning January 2, 2020 through January 2, 2023. As of June 30, 2020, $9.4 million is included in the Current portion of debt and $6.3 million is included in Long-term debt, net of current portion in our Condensed Consolidated Balance Sheets (Unaudited).
Finance Leases
On December 31, 2019, we entered into one-year finance lease agreements, with a stated interest rate of 0%, an imputed interest rate of 3.3% and bargain purchase options for certain computer equipment. The leased equipment has a useful life of five years and is depreciated on a straight-line basis. The finance lease liabilities of $8.3 million as of June 30, 2020 are included in the Current portion of debt on our Condensed Consolidated Balance Sheets (Unaudited). For the six months ended June 30, 2020, non-cash investing and financing activity was $8.4 million related to the unpaid portion of our finance lease agreements.
Fair Value of Long-Term Debt
The fair value of our Facilities approximates their carrying value at June 30, 2020. The fair value of our Facilities is based upon established market prices for the securities using Level 2 inputs.
Interest Rate Swaps
We enter into interest rate swap agreements to hedge forecasted monthly interest rate payments on our floating rate debt. As of June 30, 2020, we had the following interest rate swap agreements (collectively, the "Swap Agreements") (in millions):
Effective dates
 
Notional amount
 
Fixed rates
March 31, 2017 through March 31, 2022
 
$
200.0

 
2.08%
September 29, 2017 through September 30, 2021
 
$
200.0

 
1.69%
April 30, 2018 through April 30, 2023
 
$
250.0

 
2.61%
January 31, 2019 through January 31, 2023
 
$
300.0

 
2.65%

Under the terms of the Swap Agreements, we receive payments based on the 1-month London Interbank Offered Rate ("LIBOR") (approximately 0.18% as of June 30, 2020).
We entered into the Swap Agreements to convert a portion of the interest rate exposure on our floating rate debt from variable to fixed. We designated these Swap Agreements as cash flow hedges. A portion of the amount included in Accumulated other comprehensive loss is reclassified into Interest expense, net as a yield adjustment as interest is either paid or received on the hedged debt. The fair value of our Swap Agreements is based upon Level 2 inputs. We have considered our own credit risk and the credit risk of the counterparties when determining the fair value of our Swap Agreements.
It is our policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes. We believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the swaps such that the occurrence of future cash flow hedges remains probable.
The estimated fair values of our Swap Agreements are as follows (in millions):    
Balance sheet accounts
 
June 30, 2020
 
December 31, 2019
Other non-current liabilities
 
$
48.4

 
$
21.9

A cumulative loss of $48.4 million ($36.2 million net of tax) and cumulative loss of $21.9 million ($16.4 million net of tax) is reflected in Accumulated other comprehensive loss as of June 30, 2020 and December 31, 2019, respectively. Below is a summary of the effect of derivative instruments on amounts recognized in Other comprehensive (loss) earnings ("OCE") on the accompanying Condensed Consolidated Statements of Earnings and Comprehensive Earnings (Unaudited) (in millions):
 
Three months ended June 30,
 
2020
 
2019
 
Amount of loss
recognized
in OCE
 
Amount of loss reclassified from Accumulated OCE
into Net earnings
 
Amount of loss
recognized
in OCE
 
Amount of gain reclassified from Accumulated OCE
into Net earnings
Swap agreements
$
(2.6
)
 
$
3.2

 
$
(11.8
)
 
$
(0.3
)
 
Six months ended June 30,
 
2020
 
2019
 
Amount of loss
recognized
in OCE
 
Amount of loss reclassified from Accumulated OCE
into Net earnings
 
Amount of loss
recognized
in OCE
 
Amount of gain reclassified from Accumulated OCE
into Net earnings
Swap agreements
$
(24.2
)
 
$
4.4

 
$
(18.0
)
 
$
(1.0
)
Approximately $20.9 million ($15.6 million net of tax) of the balance in Accumulated other comprehensive loss as of June 30, 2020 is expected to be reclassified into Interest expense, net over the next 12 months.