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Indebtedness
12 Months Ended
Dec. 31, 2017
Indebtedness

Note 15. Indebtedness

The following is a summary of indebtedness and lease financing obligations as of December 31, 2017 and 2016 (in thousands):

 

    As of December 31, 2017     As of December 31, 2016  

Current liabilities:

   

Term A loan

  $ 19,550     $ 49,500  

Term A-1 loan

    62,500       40,000  

Term B-3 loan

    5,450       —  

Lease finance obligation

    870       775  
 

 

 

   

 

 

 

Current obligations

    88,370       90,275  

Current deferred financing fees and debt discount

    (4,811 )      (7,541 ) 
 

 

 

   

 

 

 
    83,559       82,734  

Noncurrent liabilities:

   

Term A loan

    366,562       866,250  

Term A-1 loan

    1,171,875       730,000  

Term B loan

    —       543,812  

Term B-3 loan

    535,463       —  

Revolver

    —       —  

Lease finance obligation

    61,032       57,902  
 

 

 

   

 

 

 

Noncurrent obligations

    2,134,932       2,197,964  

Noncurrent deferred financing fees and debt discount

    (18,688 )      (17,955 ) 
 

 

 

   

 

 

 
    2,116,244       2,180,009  
 

 

 

   

 

 

 

Total

  $ 2,199,803     $ 2,262,743  
 

 

 

   

 

 

 

Senior Secured Credit Facilities

On December 20, 2017, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to its Amended and Restated Credit Facility dated June 18, 2015, as previously amended on December 14, 2015, April 26, 2017, and October 17, 2017 (the “Credit Agreement”). The Fourth Amendment provided for a new Term B Loan facility in the principal amount of $542.3 million, the proceeds of which (along with cash on hand) were used to repay in full the existing Term B Loan facility. Under the terms of the Fourth Amendment, the maturity date of the new Term B Loan facility remains April 26, 2024, but the new Term B Loan facility has an interest rate of LIBOR (as defined in the Credit Agreement) plus a percentage ranging from 2.00% to 2.25% for Eurocurrency Loans (as defined in the Credit Agreement) or the prime rate (as determined in accordance with the Credit Agreement) plus a percentage ranging from 1.00% to 1.25% for Base Rate Loans (as defined in the Credit Agreement), in either case depending on ARRIS’s consolidated net leverage ratio. The Fourth Amendment also increased to $500 million the amount of cash that can be used to offset indebtedness in the calculation of the consolidated net leverage ratio for purposes of determining the applicable interest rate. All other material terms of the Credit Agreement remained unchanged.

On October 17, 2017, the Company entered into the Third Amendment and Consent (the “Third Amendment”) to the Credit Agreement. Pursuant to the Third Amendment, ARRIS (i) incurred “Refinancing Term A Loans” of $391 million, (ii) incurred “Refinancing Term A-1 Loans” of $1,250 million, and (iii) obtained a “Refinancing Revolving Credit Facility” of $500 million, the proceeds of which were used to refinance in full the existing Term A Loans, the existing Term A-1 Loans and the existing Revolving Credit Loans outstanding under the Credit Agreement immediately prior to the effectiveness of the Third Amendment. The existing Term B Loans were not refinanced and remain outstanding.

 

The Third Amendment extended the maturity date of the Term A Loans and the Revolving Credit Facility to October 17, 2022. Pursuant to the Third Amendment, the Company is subject to a minimum consolidated interest coverage ratio test, which is unchanged from the Credit Agreement. In addition, the Company is subject to a maximum consolidated net leverage ratio test of not more than 4.0:1.0, subject to a step-down to 3.75:1.00 commencing with the fiscal quarter ending March 31, 2019. The amount of unrestricted cash used to offset indebtedness in the calculation of the consolidated net leverage ratio was also increased from $200 million to $500 million. The interest rates under the Third Amendment were not changed.

On April 26, 2017, ARRIS entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment provided for a new Term B Loan facility in the principal amount of $545 million, the proceeds of which (along with cash on hand) were used to repay the existing Term B Loan facility. Under the terms of the Second Amendment, the new Term B-2 Loan has a maturity date of April 2024 and an interest rate of LIBOR plus a percentage ranging from 2.25% to 2.50% for Eurocurrency Rate Loans (as defined in the Credit Agreement), or the prime rate plus a percentage ranging from 1.25% to 1.50% for Base Rate Loans (as defined in the Credit Agreement), in either case depending on the Company’s consolidated net leverage ratio.

In connection with the Amendments in 2017, the Company paid and capitalized approximately $1.4 million of financing fees and $4.5 million of original issuance discount. In addition, the Company expensed approximately $4.5 million of debt issuance costs and wrote off approximately $1.3 million of existing debt issuance costs associated with certain lenders who were not party to the credit facility, which were included as interest expense in the Consolidated Statements of Income for the year ended December 31, 2017.

Interest rates on borrowings under the senior secured credit facilities are set forth in the table below.

 

    

Rate

   As of December 31, 2017  

Term Loan A

   LIBOR + 1.75 %      3.32 % 

Term Loan A-1

   LIBOR + 1.75 %      3.32 % 

Term Loan B-3

   LIBOR + 2.25 %      3.82 % 

Revolving Credit Facility (1)

   LIBOR + 1.75 %      Not Applicable  

 

(1) Includes unused commitment fee of 0.30% and letter of credit fee of 1.75% not reflected in interest rate above.

The Credit Agreement provides for adjustments to the interest rates paid on the Term Loan A, Term Loan A-1, Term Loan B-3 and Revolving Credit Facility based upon the achievement of certain leverage ratios.

Borrowings under the senior secured credit facilities are secured by first priority liens on substantially all of the assets of ARRIS and certain of its present and future subsidiaries who are or become parties to, or guarantors under, the Credit Agreement governing the senior secured credit facilities. The Credit Agreement provides terms for mandatory prepayments and optional prepayments and commitment reductions. The Credit Agreement also includes events of default, which are customary for facilities of this type (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all amounts outstanding under the credit facilities may be accelerated. The Credit Agreement contains usual and customary limitations on indebtedness, liens, restricted payments, acquisitions and asset sales in the form of affirmative, negative and financial covenants, which are customary for financings of this type, including the maintenance of a minimum interest coverage ratio and a maximum leverage ratio. As of December 31, 2017, ARRIS was in compliance with all covenants under the Credit Agreement.

During 2017, the Company made mandatory payments of approximately $91.7 million related to the senior secured credit facilities.

 

Account Receivable Financing Program

In connection with the Pace combination on January 4, 2016, ARRIS assumed an accounts receivable financing program which was entered into by Pace on June 30, 2015. Under this program, the Company assigned trade receivables on a revolving basis of up to $50 million to the lender and the lender advances 95% of the receivable value to the Company. The remaining 5% is remitted to ARRIS upon receipt of cash from the customer.

The accounts receivable financing program was accounted for as secured borrowings and amounts outstanding were included in the current portion of long-term debt on the consolidated balance sheet. The Company paid certain transaction fees and interest of 1.23% on the outstanding balance in connection with this program.

As of December 31, 2016, there is no outstanding balance under this program and the program was terminated as of June 30, 2017.

Other

As of December 31, 2017, the scheduled maturities of the contractual debt obligations are as follows (in thousands):

 

2018

   $ 87,500  

2019

     87,500  

2020

     87,500  

2021

     87,500  

2022

     1,297,737  

Thereafter

     513,663