7. Long-Term Debt and Credit Facility

As of March 31, 2016 and December 31, 2015, long-term debt and credit facilities consist of the following:


	Interest		March 31,		December 31,
	Rate (1)		2016		2015
First lien term loan facility (1)	5.5	%	$	312,500	$	312,500
Sellers note (1)	5.0	%		9,000		9,000
Unamortized discount				(4,274)		(4,459)
Unamortized deferred financing costs				(7,744)		(8,041)
Total long-term debt				309,482		309,000
Less current maturities of long-term debt				(9,000)		(9,000)
Long-term debt, excluding current maturities			$	300,482	$	300,000

(1)

Interest rate at March 31, 2016

First Lien Credit Facility

On August 17, 2015, the Company entered into a first lien credit agreement (the “First Lien Credit Facility”) with a syndicate of lenders providing for a $435,000 first lien term loan facility (the “First Lien Term Loan”) and a $40,000 revolving credit facility (the “Revolving Credit Facility”). The First Lien Term Loan and the Revolving Credit Facility have maturity dates of August 17, 2022 and August 17, 2020, respectively.

The First Lien Credit Facility is secured by a first-priority security interest in substantially all of the Company’s assets constituting equipment, inventory, receivables, cash and other tangible and intangible property.

Interest rates under the First Lien Credit Facility are based, at the Company’s election, on a Eurodollar rate, subject to an interest rate floor of 1.0%, plus a margin of 4.50%, or a base rate plus a margin of 3.50%. Letters of credit are subject to a 0.125% fronting fee payable to the issuing bank and a fee payable to the revolving lenders equal to the margin applicable to Eurodollar revolving loans. In addition, the Company is required to pay an unused commitment fee ranging from 0.375% per annum to 0.50% per annum of the average unused portion of the revolving commitments. The unused commitment fee is determined on the basis of a grid that results in a lower unused commitment fee as the Company’s total net leverage ratio declines.

The First Lien Credit Facility contains customary nonfinancial covenants, including among other things, restrictions on indebtedness, issuance of liens, investments, dividends, redemptions and other distributions to equity holders, asset sales, certain mergers or consolidations, sales, transfers, leases or dispositions of substantially all of the Company’s assets and affiliate transactions. As of March 31, 2016, the Company was in compliance with all covenants under the First Lien Credit Facility.

The First Lien Credit Facility also requires prepayment in advance of the maturity date upon the occurrence of certain customary events, including based on an excess cash flow calculation, pursuant to the terms of the agreement, beginning as of the year ended December 31, 2016.

The First Lien Credit Facility also contains a requirement that, as of the last day of any fiscal quarter, if the amount the Company has drawn under the Revolving Credit Facility is greater than 50% of the aggregate principal amount of all commitments of the lenders thereunder, the Company maintain a first lien net leverage ratio not in excess of 7.0 times EBITDA.

As of March 31, 2016, the Company did not have any outstanding amounts under the Revolving Credit Facility.

Sellers Note

The Company entered into a subordinated, unsecured promissory note for $9,000 with certain sellers of EFT Source, Inc. (“EFT Source”) in connection its acquisition of EFT Source on September 2, 2014. Interest on the Sellers Note accrues at 5.0% per annum and is paid quarterly. All principal and unpaid interest under the Sellers Note is due to the sellers at the earlier of September 2, 2016 or with the occurrence of certain specific events as outlined in the Sellers Note. The Sellers Note is included in “Current maturities of long-term debt” at March 31, 2016 and December 31, 2015, as the maturity date of the note is within twelve months.

Letters of Credit

The Company has two outstanding letters of credit for the security deposits on two real property lease agreements. These letters of credit total $100, reducing availability under the Revolving Credit Facility to $39,900. The Company pays a fee on the outstanding letters of credit at the applicable margin, which was 4.50% as of March 31, 2016, in addition to a fronting fee of 0.125% per annum.

Deferred Financing Costs

Certain costs incurred with borrowings or the establishment or modification of credit facilities are reflected as a reduction to the long-term debt balance. These costs are amortized as an adjustment to interest expense over the life of the borrowing using the effective-interest rate method.