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Revolving Line of Credit and Long Term Debt
12 Months Ended
Dec. 31, 2015
Revolving Line of Credit and Long Term Debt  
Revolving Line of Credit and Long Term Debt

8. Revolving Credit Facility and Long‑Term Debt

As of December 31, 2015 and 2014, the Company’s long‑term debt consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014

 

Term Loan

 

$

182,688

 

$

 —

 

First Lien Term Loan

 

 

 —

 

 

408,456

 

Unamortized deferred financing fees

 

 

(2,212)

 

 

(977)

 

Unamortized original issue discount

 

 

 —

 

 

(312)

 

 

 

 

180,476

 

 

407,167

 

Less current portion

 

 

(9,250)

 

 

(4,279)

 

Long-term debt

 

$

171,226

 

$

402,888

 

 

Unamortized deferred financing fees related to the Company’s Revolving Credit Facility (as defined below) and prior revolving credit facility were $897,000 and $810,000 at December 31, 2015 and 2014, respectively, and are classified as deferred financing fees, net in the consolidated balance sheets.

The aggregate maturities of long‑term debt for years subsequent to December 31, 2015, are as follows:

 

 

 

 

 

Year ending December 31:

    

 

    

 

2016

 

$

9,250

 

2017

 

 

9,250

 

2018

 

 

9,250

 

2019

 

 

9,250

 

2020

 

 

145,688

 

Total debt

 

$

182,688

 

 

2015 Credit Agreement

On July 31, 2015, the Company entered into a new credit agreement (“2015 Credit Agreement”). The 2015 Credit Agreement consists of a five-year $185.0 million term loan (“Term Loan”) and a five-year $75.0 million revolving credit facility (“Revolving Credit Facility”). The Company used the proceeds from the Term Loan to repay the outstanding First Lien Term Loan (as defined below) balance of $183.2 million, which resulted in a loss on extinguishment of debt of $1.1 million, consisting of the write off of unamortized deferred financing fees of $995,000 and a loss on original issue discount of $117,000. In connection with the refinancing, the Company capitalized $3.4 million of deferred financing fees.

At the discretion of the Company, interest accrues on outstanding borrowings under the 2015 Credit Agreement at either the London Interbank Offered Rate (“LIBOR”) plus an applicable margin, currently 1.50%, or the adjusted base rate (“ABR”) plus an applicable margin, currently 0.50%. The applicable margins for both the LIBOR and ABR are variable based upon stipulated ranges of the secured net leverage ratio, as defined in the 2015 Credit Agreement. The Company is required to repay the outstanding principal amount of the Term Loan in equal quarterly amounts of $2.3 million, which commenced on December 31, 2015. The remaining Term Loan balance and any outstanding balances on the Revolving Credit Facility will be due upon maturity on July 31, 2020. The Term Loan and Revolving Credit Facility are secured by substantially all of the assets of the Company.

There were no borrowings outstanding on the Revolving Credit Facility at December 31, 2015; however, the Company had a letter of credit outstanding of approximately $65,000 at December 31, 2015, which reduced the borrowing capacity of the Revolving Credit Facility to $74.9 million. The Company is charged a loan commitment fee, currently 0.375%, for unused amounts on the Revolving Credit Facility.

The 2015 Credit Agreement contains certain restrictive and financial covenants which the Company must comply with on a quarterly basis, including a maximum secured net leverage ratio of no more than 3.75, as defined in the agreement. The Company is also limited in its ability to incur additional indebtedness or liens; pay dividends or make certain other restricted payments, enter into certain transactions with affiliates, merge or consolidate with another entity; or sell, assign, transfer, convey, or otherwise dispose of all or substantially all of its assets. The Company was in compliance with these restrictive and financial covenants as of December 31, 2015, with a secured net leverage ratio of 1.3 as calculated per the covenant definition in the agreement.

First and Second Lien Credit Agreements

Prior to the 2015 Credit Agreement, the Company was party to a First Lien Credit Agreement (the “First Lien Agreement”) and a Second Lien Credit Agreement (the “Second Lien Agreement”). The First Lien Agreement initially consisted of a $30 million revolving credit facility and a $345 million term loan (the “First Lien Term Loan”), which was issued at an original issue discount of $3.5 million. The Second Lien Agreement initially consisted of a $95 million term loan (the “Second Lien Term Loan”), which was issued at an original issue discount of $950,000.

On May 9, 2013, the Company amended the First Lien Agreement to borrow an additional $50 million in the form of an incremental increase to the First Lien Term Loan, lower interest rates, and adjust certain financial covenants. Proceeds from the additional borrowings were used to pay down the principal balance of the Second Lien Term Loan. The transaction resulted in a loss on extinguishment of debt of $7.9 million, consisting of the write off of unamortized deferred financing fees of $4.1 million, payments of fees to lenders of $1.5 million and loss on original issuance discount of $2.3 million, which are recorded as extinguishment of debt in other expense, net, in the consolidated statement of operations for the year ended December 31, 2013. In connection with the amendment, the Company capitalized $365,000 of deferred financing fees. The Company also amended the First Lien Agreement on June 17, 2013, to allow for certain corporate structure changes. In connection with the amendment, the Company capitalized $486,000 of deferred financing fees.

On May 9, 2014, the Company amended the First Lien Agreement to borrow an additional $35 million in the form of an incremental increase to the First Lien Term Loan. Proceeds from the additional borrowings and $10 million of cash were used to pay off the remaining balance of the Second Lien Term Loan. The transactions resulted in a loss on extinguishment of debt of $2.9 million, consisting of the write off of unamortized deferred financing fees of $1.5 million, payments of fees to lenders of $497,000 and loss on original issue discount of $921,000, which are recorded as extinguishment of debt in other expense, net, in the consolidated statement of operations for the year ended December 31, 2014. In connection with the amendment, the Company capitalized $508,000 of deferred financing fees.

During the second quarter of 2015, the Company used proceeds from the IPO to pay down $223.0 million of the principal balance of the First Lien Term Loan. The transactions resulted in a loss on extinguishment of debt of $638,000, consisting of the write off of unamortized deferred financing fees of $489,000 and loss on original issue discount of $149,000, which are recorded as extinguishment of debt in other expense, net, in the consolidated statement of operations for the year ended December 31, 2015.

At the discretion of the Company, interest accrued on borrowings on the First Lien Term Loan and revolving credit facility at either LIBOR plus an applicable margin or the ABR plus an applicable margin, each as defined in the First Lien Agreement. LIBOR had a floor of 1.00% plus an applicable margin for outstanding borrowings under the First Lien Term Loan. The Company was required to make quarterly principal payments of $863,000 from June 2012 through March 31, 2013, payments of $979,000 from June 30, 2013 through March 31, 2014, and payments of $1.1 million from June 30, 2014 through April 20, 2018, when the First Lien Agreement was to mature, and to make interest payments. There were no borrowings outstanding under the revolving credit facility at December 31, 2014. The Company was charged a loan commitment fee of 0.50% for unused amounts on the revolving credit facility.

The First Lien Agreement contained certain restrictive and financial covenants which the Company was required to comply with on a quarterly basis, including a maximum net leverage ratio and a minimum interest coverage ratio, as defined in the agreement. The Company was in compliance with these restrictive and financial covenants as of December 31, 2014.