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Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt

NOTE 8 - DEBT

On December 1, 2016, in connection with the consummation of the acquisition of DTS, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement provided for a $600.0 million seven-year term B loan facility (the “Term B Loan Facility”) which matures on November 30, 2023. Upon the closing of the Credit Agreement, the Company borrowed $600.0 million under the Term B Loan facility. Net proceeds were used on December 1, 2016, together with cash and cash equivalents, to finance the acquisition of DTS.

On January 23, 2018, the Company and the loan parties entered into an amendment to the Credit Agreement (the “Amendment”). In connection with the Amendment, the Company made a voluntary prepayment of $100.0 million of the term loan outstanding under the Credit Agreement using cash on hand. The Amendment provided for, among other things, (i) a replacement of the outstanding initial term loan with the new tranche term B-1 loan (the “Amended Term B Loan”) in a principal amount of $494.0 million, (ii) a reduction of the interest rate margin applicable to such loan to (x) in the case of Eurodollar loans, 2.50% per annum and (y) in the case of base rate loans, 1.50% per annum, (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the Amended Term B Loan within six months of the closing date of the Amendment, and (iv) certain amendments to provide the Company with additional flexibility under the covenant governing restricted payments. Using cash on hand, the Company made three voluntary prepayments totaling $150.0 million during 2019.

The Company’s obligations under the Credit Agreement, as amended by the Amendment, continue to be guaranteed by substantially all of the Company’s subsidiaries, and secured by substantially all of the assets of the Company and its subsidiaries. The Credit Agreement contains customary events of default, upon the occurrence of which, after any applicable grace period, the lenders will have the ability to accelerate all outstanding loans thereunder. The Credit Agreement contains customary representations and warranties and affirmative and negative covenants that, among other things, restrict the ability of the Company to create or incur certain liens, incur or guarantee additional indebtedness, merge or consolidate with other companies, transfer or sell assets and make restricted payments. The Company was in compliance with all requirements during the three months ended March 31, 2020.

At March 31, 2020, $344.0 million was outstanding with an interest rate, including the amortization of debt issuance costs, of 4.9%. Interest is payable monthly. There were also $8.7 million of unamortized debt issuance costs recorded as a reduction of the long-term portion of the debt. Interest expense was $4.3 million and $6.7 million for the three months ended March 31, 2020 and 2019, respectively. Amortized debt issuance costs, which were included in interest expense, amounted to $0.6 million and $0.6 million for the three months ended March 31, 2020 and 2019, respectively.

As of March 31, 2020, future minimum principal payments for long-term debt are summarized as follows (in thousands):

 

2020 (remaining 9 months)

 

$

 

2021

 

 

 

2022

 

 

 

2023

 

 

344,000

 

2024

 

 

 

Thereafter

 

 

 

Total

 

$

344,000

 

 

As disclosed in Note 1 – The Company and Basis of Presentation, in connection with the planned Mergers, the Company and TiVo intend to refinance each company’s debt on a combined basis upon closing of the transaction, which is currently expected in the second quarter of 2020. To meet this objective, the companies have secured $1.1 billion of committed debt financing as described in “Note 1.”