XML 105 R16.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Long-term Debt and Other Borrowings
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Long-term Debt and Other Borrowings
Note 9: Long-term Debt and Other Borrowings
Long-term debt consisted of the following (in millions):
 
As of
 
December 31, 2019
 
December 31, 2018
Collateralized:
 
 
 
2018 First Lien Loan, net of unamortized discount and issuance costs of $28.8 million and $31.9 million
$
2,637.5

 
$
2,661.3

Finance lease liability
20.3

 
19.5

Notes payable to former stockholders
0.3

 
0.4

Total long-term debt
2,658.1

 
2,681.2

Less current portion
(37.8
)
 
(37.0
)
Total non-current long-term debt
$
2,620.3

 
$
2,644.2


2018 Credit Agreement
On August 21, 2018, the Company entered into a $3.5 billion credit agreement (the "2018 Credit Agreement"),
comprised of a $2.7 billion term loan (the "2018 First Lien Loan") and an $810.0 million revolving facility (the "Revolver"). Net proceeds from the 2018 First Lien Loan were $2.7 billion ($2.7 billion aggregate principal amount less $13.5 million stated discount and $20.6 million in debt transaction costs).
On December 20, 2019, the Company amended the Revolver to increase the aggregate principal amount by $210.0 million, incurring an additional $0.5 million in debt transaction costs. At December 31, 2019, as result of this expansion amendment, the Company had a total $3.7 billion credit agreement and $1.0 billion Revolver.
The 2018 Credit Agreement bears interest at a variable interest rate that the Company may select per the terms of the 2018 Credit Agreement. As of December 31, 2019, the rate is equal to 1-month LIBOR plus 3.25%. The 2018 First Lien Loan matures on August 21, 2025. As of December 31, 2019, the effective interest rate of the 2018 First Lien Loan is 5.3%.
The 2018 Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of the 2018 First Lien Loan, including incremental borrowings.
2014 Credit Agreement
On August 8, 2018, the Company paid off the outstanding principal of $450.0 million of its Second Lien Loan under its previous credit agreement, as amended and originating in 2014 (the "2014 Credit Agreement"). This resulted in a loss on extinguishment related to the write-off of unamortized deferred financing fees of $8.3 million and a prepayment penalty of $2.0 million, which was recorded in Interest expense during the year ended December 31, 2018.
With the proceeds from the 2018 First Lien Loan, the Company subsequently paid off all outstanding principal and accrued interest under the First Lien under the 2014 Credit Agreement of $2.6 billion and $25.9 million, respectively, which also resulted in a loss on extinguishment related to the write-off of unamortized deferred financing fees of $39.2 million which was recorded in Interest expense during the year ended December 31, 2018.
Revolver
As of December 31, 2019 the Revolver was $1.0 billion and the Company had 0 outstanding funds drawn under the Revolver, which matures on August 21, 2023.
Borrowings under the Revolver, if any, bear interest at our option, at rates varying from 2.75% to 2.00% based on achievement of certain First Lien Net Leverage Ratios (as defined in the 2018 Credit Agreement).
The Revolver also includes capacity for letters of credit equal to the lesser of (a) $220.0 million and (b) any remaining amount not drawn down on the Revolver’s primary capacity. As of December 31, 2019 and 2018, the Company had issued letters of credit with an aggregate face value of $62.3 million and $57.6 million, respectively. These letters of credit were issued in the normal course of business.
The Revolver is also subject to a commitment fee. The commitment fee varies based on the Company's First Lien Net Leverage Ratio. The Company was charged $2.7 million, $1.5 million and $1.4 million of commitment fees during the years ended December 31, 2019, 2018 and 2017, respectively.
Financial Covenants and Terms
The 2018 Credit Agreement has a springing financial covenant for the benefit of the Revolver lenders only that is tested on the last day of each fiscal quarter if the outstanding loans under the Revolver exceed an applicable threshold. If the financial covenant is triggered, the First Lien Net Leverage Ratio is tested for compliance not to exceed 5.80 to 1.00.
The Company was in compliance with all of its loan provisions under the 2018 Credit Agreement as of December 31, 2019.
Debt Refinancing
In January 2020, the Company refinanced the aggregate principal amount of its $2.7 billion term loan under substantially identical terms, including the same maturity date of August 21, 2025, except that the applicable margin on the LIBOR for the replacement term loan in respect of the Eurodollar Rate Loans is 2.75% as compared to 3.25%, and for the Base Rate Loans is 1.75% compared to 2.25%.