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Note 9 - Debt

12 Months Ended

Dec. 31, 2019

DEBT

The carrying amount of long-term debt consisted of the following (in thousands):

	As of December 31,
	2019			2018
Notes (as defined below)	$	-		$	450,000
Senior Credit Facilities (as defined below)		1,753,045			730,000
Finance lease liabilities		5,943			251
Total debt		1,758,988			1,180,251
Less: Unamortized debt issuance costs		(18,142	)		(17,570	)
Less: Current portion		(28,909	)		(20,625	)
Total long-term debt	$	1,711,937		$	1,142,056

Notes. On June 17, 2015, the Company issued $450.0 million aggregate principal amount of 5.75% senior unsecured notes due 2022 (the “Notes”). The Notes were jointly and severally guaranteed on a senior unsecured basis by each of the subsidiaries that guarantee the Senior Credit Facilities described below. The Notes were scheduled to mature on June 15, 2022 and interest was payable on June 15th and December 15th of each year. The indenture governing the Notes provided for early redemption of the Notes, at the option of the Company, at the prices and subject to the terms specified in the indenture.

On June 15, 2019, the Company redeemed all $450.0 million aggregate principal amount of outstanding Notes (the “Note Redemption”). In conjunction with the Note Redemption, the Company incurred a $6.5 million call premium and wrote off the remaining $3.8 million of unamortized debt issuance cost associated with the Notes. These amounts are recorded within other income (expense), net in the consolidated statement of operations and comprehensive income.

Senior Credit Facilities. On June 30, 2015, the Company entered into a Credit Agreement (the “Credit Agreement”) among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the other agents party thereto, which provided for a five-year revolving credit facility in an aggregate principal amount of $200.0 million (the “Original Revolving Credit Facility”) and a five-year term loan facility (the “Original Term Loan”).

On May 1, 2017, the Company and the lenders amended and restated the Credit Agreement (the “Amended and Restated Credit Agreement”) and the Company incurred $750.0 million of senior secured loans (the “2017 New Loans”), the proceeds of which were used, together with cash on hand, to finance the NewWave acquisition, repay in full the Original Term Loan and pay related fees and expenses. The 2017 New Loans consist of a five-year term “A” loan in an original aggregate principal amount of $250.0 million (the “Term Loan A-1”) and a seven-year term “B” loan in an original aggregate principal amount of $500.0 million (the “Term Loan B-1”).

On January 7, 2019, the Company entered into Amendment No. 2 to the Amended and Restated Credit Agreement (“Amendment No. 2”) with CoBank, ACB (“CoBank”), as lender, and JPMorgan, as administrative agent, and incurred a new seven-year incremental term “B” loan in an aggregate principal amount of $250.0 million (the “Term Loan B-2”), the proceeds of which were used to finance, in part, the Clearwave acquisition.

On April 12, 2019, the Company entered into Amendment No. 3 to the Amended and Restated Credit Agreement (“Amendment No. 3”) with CoBank, as lender, and JPMorgan, as administrative agent, to provide for a new delayed draw incremental term “B” loan in an aggregate principal amount of $325.0 million (the “Term Loan B-3”). The Term Loan B-3 was drawn in full on June 14, 2019.

On May 8, 2019, the Company entered into a Second Restatement Agreement with JPMorgan, as administrative agent, and the lenders party thereto, to amend and restate the Amended and Restated Credit Agreement (the “Second Restatement Agreement”). The Second Restatement Agreement provides for a new senior secured term “A” loan in an aggregate principal amount of $250.0 million (the “Initial Term Loan A-2”), a new senior secured delayed draw term “A” loan in an aggregate principal amount of $450.0 million (the “Delayed Draw Term Loan A-2,” and collectively with the Initial Term Loan A-2, the “Term Loan A-2”) and a new $350.0 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Initial Term Loan A-2, the Delayed Draw Term Loan A-2, the Term Loan B-1, the Term Loan B-2 and the Term Loan B-3, the “Senior Credit Facilities”). The Delayed Draw Term Loan A-2 was drawn in full on October 1, 2019 and has the same terms as, and constitutes one class of term loans with, the Initial Term Loan A-2. The Second Restatement Agreement did not alter the principal terms of the Company’s previously established Term Loan B-1, Term Loan B-2 or Term Loan B-3.

A portion of the proceeds from the Initial Term Loan A-2, the Term Loan B-3 and the Revolving Credit Facility, together with cash on hand, were used to refinance the Original Revolving Credit Facility and the Term Loan A-1, to fund the Note Redemption and for other general corporate purposes. The remaining proceeds, together with proceeds from the Delayed Draw Term Loan A-2 and cash on hand, were used to finance the acquisition of Fidelity and for other general corporate purposes.

The Term Loan B-1 will mature on May 1, 2024 and both the Term Loan B-2 and the Term Loan B-3 will mature on January 7, 2026. The principal amounts of these term loans amortize in equal quarterly installments at a rate (expressed as a percentage of the original principal amount) of 1.0% per annum (subject to customary adjustments in the event of any prepayment), with the balance due upon maturity.

The Term Loan A-2 and the Revolving Credit Facility will mature on May 8, 2024 (unless certain of the Company’s existing indebtedness remains outstanding after certain specified dates, in which case the final maturity date of both facilities will be an earlier date as specified in the Second Restatement Agreement).

The principal amount of the Term Loan A-2 amortizes in equal quarterly installments at a rate (expressed as a percentage of the original principal amount) of 2.5% per annum for the first two years following the closing date, 5.0% per annum for the third year following the closing date, 7.5% per annum for the fourth year following the closing date and 12.5% per annum for the fifth year following the closing date (in each case subject to customary adjustments due to the timing of the Delayed Draw Term Loan A-2 draw date and in the event of any prepayment), with the balance due upon maturity.

The Company was required to pay a ticking fee, which accrued at a per annum rate of 0.30% on the average daily undrawn portion of the Delayed Draw Term Loan A-2 accruing during the period commencing on June 15, 2019 up to, but excluding, October 1, 2019.

The Revolving Credit Facility gives the Company the ability to issue letters of credit, which reduce the amount available for borrowing under the Revolving Credit Facility. At December 31, 2019, letter of credit issuances under the Revolving Credit Facility were held for the benefit of certain general and liability insurance matters and other performance obligations under government grant programs and bore interest at a rate of 1.63% per annum. The Company is required to pay commitment fees on any unused portion of the Revolving Credit Facility at a rate between 0.20% per annum and 0.30% per annum, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio (as defined in the Second Restatement Agreement).

The Senior Credit Facilities are guaranteed by the Company’s wholly owned subsidiaries (the “Guarantors”) and are secured, subject to certain exceptions, by substantially all of the assets of the Company and the Guarantors.

The Senior Credit Facilities may be prepaid at any time without penalty or premium (subject to customary London Interbank Offered Rate (“LIBOR”) breakage provisions).

The interest margins applicable to the Senior Credit Facilities are, at the Company’s option, equal to either LIBOR or a base rate, plus an applicable margin equal to, (i) with respect to the Term Loan A-2 and the Revolving Credit Facility, 1.25% to 1.75% for LIBOR loans and 0.25% to 0.75% for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s Total Net Leverage Ratio, (ii) with respect to the Term Loan B-1, (x) for any day on or prior to April 22, 2018, 2.25% for LIBOR loans and 1.25% for base rate loans and (y) for any day thereafter, 1.75% for LIBOR loans and 0.75% for base rate loans, and (iii) with respect to the Term Loan B-2 and the Term Loan B-3, 2.0% for LIBOR loans and 1.0% for base rate loans.

The Company may, subject to certain specified terms and provisions, obtain additional credit facilities of up to $600.0 million under the Second Restatement Agreement plus an unlimited amount so long as, on a pro forma basis, the Company’s First Lien Net Leverage Ratio (as defined in the Second Restatement Agreement) is no greater than 3.0 to 1.0.

The Second Restatement Agreement contains customary representations, warranties and affirmative and negative covenants, including limitations on indebtedness, liens, restricted payments, prepayments of certain indebtedness, investments, dispositions of assets, restrictions on subsidiary distributions and negative pledge clauses, fundamental changes, transactions with affiliates and amendments to organizational documents. The Second Restatement Agreement also requires the Company to maintain specified ratios of total net indebtedness and first lien net indebtedness to consolidated operating cash flow. The Second Restatement Agreement also contains customary events of default, including non-payment of principal, interest, fees or other amounts, material inaccuracy of any representation or warranty, failure to observe or perform any covenant, default in respect of other material debt of the Company and of its restricted subsidiaries, bankruptcy or insolvency, the entry against the Company or any of its restricted subsidiaries of a material judgment, the occurrence of certain ERISA events, impairment of the loan documentation and the occurrence of a change of control.

As of December 31, 2019, the Company had $1.8 billion of aggregate outstanding term loan borrowings, $6.7 million of letter of credit issuances and $343.3 million available for borrowing under the Revolving Credit Facility. A summary of the Company’s outstanding term loans as of December 31, 2019 is as follows (dollars in thousands):

Instrument	Draw Date(s)	Original Principal		Amortization Per Annum ⁽¹⁾		Outstanding Principal		Final Maturity Date	Balance Due Upon Maturity		Benchmark Rate	Applicable Margin ⁽²⁾		Interest Rate
Term Loan A-2	5/8/2019 ⁽³⁾	$	700,000		Varies ⁽⁴⁾	$	694,045	5/8/2024	$	513,945	LIBOR		1.50%		3.30%
	10/1/2019 ⁽³⁾
Term Loan B-1	5/1/2017		500,000		1.0%		487,500	5/1/2024		466,250	LIBOR		1.75%		3.55%
Term Loan B-2	1/7/2019		250,000		1.0%		248,125	1/7/2026		233,125	LIBOR		2.00%		3.80%
Term Loan B-3	6/14/2019		325,000		1.0%		323,375	1/7/2026		303,875	LIBOR		2.00%		3.80%
Total		$	1,775,000			$	1,753,045		$	1,517,195

⁽¹⁾	^{Payable in equal quarterly installments (expressed as a percentage of the original principal amount). All loans may be prepaid at any time without penalty or premium (subject to customary LIBOR breakage provisions).}
⁽²⁾	^{The Term Loan A-2 interest rate spread can vary between 1.25% and 1.75%, determined on a quarterly basis by reference to a pricing grid based on the Company’s total net leverage ratio. All other applicable margins are fixed.}
⁽³⁾	^{On May 8, 2019, $250.0 million was drawn. On October 1, 2019, an additional $450.0 million was drawn.}
⁽⁴⁾	^{Per annum amortization rates for years one through five following the closing date are 2.5%, 2.5%, 5.0%, 7.5% and 12.5%, respectively.}

In connection with various financing transactions completed during 2019, the Company incurred $11.8 million of debt issuance costs and wrote-off $4.2 million of existing unamortized debt issuance costs to other expense, including $3.8 million associated with the Note Redemption. The Company recorded debt issuance cost amortization of $4.6 million, $4.2 million and $3.2 million during 2019, 2018 and 2017, respectively, within interest expense in the consolidated statements of operations and comprehensive income. Unamortized debt issuance costs totaled $20.6 million and $17.6 million at December 31, 2019 and 2018, respectively, of which $2.4 million and zero are reflected within other noncurrent assets, respectively, and $18.1 million and $17.6 million are reflected as reductions to long-term debt, respectively, in the consolidated balance sheets.

As of December 31, 2019, the future maturities of outstanding debt, excluding lease liability payment obligations, were as follows (in thousands):

Year Ending December 31,	Amount
2020	$	28,321
2021		37,106
2022		54,677
2023		81,033
2024		1,009,158
Thereafter		542,750
Total	$	1,753,045

The Company was in compliance with all debt covenants as of December 31, 2019.