Note 13—Indebtedness

Total borrowings outstanding are summarized as follows:


	Successor
	As of		As of
	June 30, 2016		June 30, 2015
Term Loans, due September 2020:
Dollar Tranche A Term Loan	$	94,851	$	120,780
Dollar Tranche B Term Loan		255,909		325,875
Dollar Tranche C Term Loan		105,223		133,988
Sterling Term Loan		118,379		224,037
Euro Term Loan		146,744		189,662
Less: discount and issuance costs		(12,868)		(20,688)
Total Term Loans, net of discount and issuance costs		708,238		973,654

Bonds Payable, due August 2021, net of discount and issuance costs		196,743		196,107

Short-term foreign borrowings		—		3,488

Other borrowings:
Foreign debt		2,137		8,049
Capital leases		705		2,780

Total borrowings outstanding		907,823		1,184,078

Less: short-term foreign borrowings and current portion of long-term debt, net of discount and issuance costs		(7,307)		(14,452)

Long-term debt, less current portion	$	900,516	$	1,169,626

Scheduled annual future maturities of debt as of June 30, 2016, including amortization of discount and issuance costs, are as follows:


Due in Fiscal Year	Amount
2017	$	7,271
2018		6,235
2019		6,043
2020		5,599
2021		682,675
Thereafter		200,000
	$	907,823

Short-Term Foreign Borrowings

The Company previously financed the working capital needs of certain foreign operations using short-term borrowing arrangements in various currencies. As of June 30, 2015, there were borrowings outstanding of $3,488 (weighted average interest rate of 6.0%), while there were no such borrowings outstanding as of June 30, 2016 as these short-term borrowing arrangements were all paid in full and terminated in June 2016. The short-term foreign borrowing arrangements were generally secured by the respective subsidiaries real property. The carrying amount of the Company’s short-term foreign borrowings approximated their fair value.

Bonds Payable

On August 15, 2013, the Company issued $200,000 principal amount of its 8.5% Bonds Payable due 2021 (the “Bonds Payable”) in a private placement offering without registration rights. Interest on the Bonds Payable is payable semiannually. The Bonds Payable are governed by a Base Indenture and a First Supplemental Indenture between the Company and Wells Fargo Bank N.A., as trustee (collectively the “2013 Indenture”). The Senior Notes are the Company’s unsecured and unsubordinated obligations, ranking equally in right of payment to all of the Company’s existing and future unsecured and unsubordinated indebtedness and are guaranteed on an unsubordinated, unsecured basis by certain of the Company’s subsidiaries. The Bonds are not entitled to mandatory redemption or sinking fund payments. The Company may redeem the Bonds in whole or in part at any time and from time to time for cash at the redemption prices described in the 2013 Indenture.

As of June 30, 2016 and 2015, the fair value of the Bonds Payable was $209,000 and $204,000, respectively, and the carrying value was $196,743 and $196,107, respectively. The fair value was determined using quoted market prices (level 2).

Credit Agreement

On February 14, 2014, the Company entered into an Amended and Restated Credit Agreement, as subsequently amended, (collectively, the “Credit Agreement”) with Barclays Bank PLC as Administrative Agent and certain other participating banks. The Credit Agreement provides for various borrowings under term notes and revolving credit facilities. The term notes provided under the Credit Agreement are as follows: $122,000 Dollar Tranche A Term Loan (the “Term Loan A”), $280,000 Dollar Tranche B Term Loan (the “Term Loan B”), £145,000 Sterling Term Loan (the “Sterling Term Loan”), and £145,000 Euro Term Loan (the “Euro Term Loan”) (collectively, the “Term Notes”). The revolving credit facilities provided under the Credit Agreement are as follows: $50,000 Dollar Revolving Credit Facility (the “US Dollar Revolver”) and £50,000 Multi Currency Revolving Credit Facility (the “Non-US Dollar Revolver”). On April 4, 2014 the Company borrowed an additional $50,000 under Term Loan B, the proceeds were used to complete the Jet and IPS acquisitions (see Note 4). No amounts were outstanding under the US Dollar Revolver or the non-US Dollar Revolver at June 30, 2016 and 2015. Obligations under the Credit Agreement are guaranteed by substantially all of the Company’s assets.

The Term Loan A and Term Loan B bear interest equal to the greater of a) Barclay’s prime rate, b) 0.50% above the Federal Funds Rate or c) one month Euro Dollar rate plus 1.00% plus an applicable margin of 2.25%, or the LIBOR rate of 1.0% plus an applicable margin of 3.25%. The Sterling Loan bears interest equal to the greater of a) LIBOR rate or b) 1.0% plus an applicable margin of 5.0%. The Euro Loan bears interest equal to the greater of a) LIBOR rate or b) 1.0% plus an applicable margin of 4.5%.

The US Dollar Revolver bears interest equal to the greater of a) Barclay’s prime rate, or b) 0.50% above the Federal Funds Rate plus an applicable margin of 2.25% or the LIBOR rate plus an applicable margin of 3.25%. The Company is also required to pay an unused commitment fee of 0.5%. The Non-US Dollar Revolver bears interest equal to LIBOR plus 4.0%. The Company is also required to pay an unused commitment fee of 1.6%. The Company is required to remain compliant with certain covenants under its various debt instruments, including a Total Net Leverage Ratio, as defined in the Credit Agreement. The Company was in compliance with all covenants under its various debt instruments as of June 30, 2016.

On November 21, 2014, the Company entered into a Second Incremental Joinder Agreement and Amendment with Barclays Bank PLC as Administrative Agent and certain other participating banks. This amended agreement provided the Company borrowings in the amount of $135,000 under a term loan Dollar Tranche C (“Term Loan C”). The proceeds were used to complete the ASG acquisition (see Note 4). Term Loan C bears interest equal to or the LIBOR rate of 1.00% plus an applicable margin of 3.25%.

On December 16, 2014, the Company entered into the Fourth Amendment to the Credit Agreement with Barclays Bank PLC as Administrative Agent and certain other participating banks. This amendment reduced the applicable margin on the Euro Loan to 1.0% plus an applicable margin of 3.75% and on the Sterling Loan to 1.0% plus an applicable margin of 4.5%.

Extinguishment of Debt

On August 15, 2013, the Company settled the remaining principal balance of its previous First and Second Lien Credit Agreements dated December 6, 2012 of $368,600, together with accrued interest and fees of $490. Upon completion of such payment, the First and Second Lien Credit Agreements were terminated in their entirety.

On December 16, 2014, the Company entered into the Fourth Amendment to the Credit Agreement, as discussed above, and recorded a loss on extinguishment of debt in the amount of $1,019 for the pro rata share of the deferred financing fees and original issue discount that was extinguished which is recorded in the accompanying statements of operations and comprehensive income (loss).

During the fiscal year ended June 30, 2016, the Company made voluntary prepayments of $237,634 on our long term debt, which included $182,414 of prepayments on October 29, 2015 made with the proceeds from our initial public offering. In addition, periodic principal repayments are required under certain agreements. At the time of the prepayments, the Company recognized incremental amortization on the deferred financing and debt discount fees as debt extinguishment charges totaling $3,967 during the fiscal year ended June 30, 2016.

The following table summarizes the loss on extinguishment of debt charges recorded as result of these debt retirements:


	Successor						Predecessor
	Fiscal Year Ended				Period from August		Period from July 1
	June 30,				15, 2013 through		2013 through
	2016		2015		June 30, 2014		August 14, 2013
Prepayment fee	$	—	$	—	$	—	$	2,400
Write-off of original issue discount and deferred financing fees		3,967		1,019		—		11,642
Total loss on extinguishment of debt	$	3,967	$	1,019	$	—	$	14,042

Foreign Debt

The Company’s foreign debt bears interest at rates ranging from 1.75% to 5.35%, with varying maturities through 2019. At June 30, 2016 and 2015, the weighted-average interest rate on these foreign debt instruments was approximately 4.5% and 3.4%, respectively. The foreign debt instruments are generally issued in support of specific capital expenditures and are secured by the underlying value of these assets.

Cash paid for interest was approximately $60,482, $70,609, $41,456 and $3,703 for the fiscal years ended June 30, 2016 and 2015, the period from August 15, 2013 through June 30, 2014, and the period from July 1, 2013 through August 14, 2013, respectively.