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Long-Term Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Long-Term Debt
6. Long-Term Debt
Long-term debt consists of the following as of:
 
December 31,
 
2019
 
2018
 
(in thousands)
2017 Term Loan Facility
$
585,000

 
$
591,000

Less: unamortized debt issuance costs
(3,628
)
 
(4,434
)
 
581,372

 
586,566

2017 Revolving Credit Facility
170,000

 

 
751,372

 
586,566

Less: long-term debt, current
(6,000
)
 
(6,000
)
Long-term debt, net
$
745,372

 
$
580,566


2015 Credit Agreement
In May 2015, Switch, Ltd. entered into a credit agreement (“2015 Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and certain other lenders. The 2015 Credit Agreement consisted of a $200.0 million term loan facility and a $400.0 million revolving credit facility (the “2015 Facilities”), each with a term of five years. Interest on the 2015 Facilities was calculated based on a base rate plus the applicable margin or a LIBOR rate plus the applicable margin, at Switch, Ltd.’s election. Interest calculations were based on 365/366 days for a base rate loan and 360 days for a LIBOR loan. Base rate interest payments were due and payable in arrears on the last day of each calendar quarter. LIBOR rate interest payments were due and payable on the last day of each selected interest period (not to extend beyond three-month intervals).
2017 Credit Agreement
In June 2017, Switch, Ltd. entered into an amended and restated credit agreement (“2017 Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and certain other lenders, consisting of a $600.0 million term loan facility (the “2017 Term Loan Facility”) and a $500.0 million revolving credit facility (the “2017 Revolving Credit Facility,” and, together with the 2017 Term Loan Facility, the “2017 Facilities”), the proceeds of which were used to repay the outstanding balance of the 2015 Facilities. As a result, the Company recorded a $3.6 million loss on extinguishment of debt during the year ended December 31, 2017. In December 2017, Switch, Ltd. amended the 2017 Credit Agreement to reduce the interest rate margin applicable to borrowings under the 2017 Facilities.
The 2017 Term Loan Facility matures in June 2024, and is subject to quarterly amortization payments of $1.5 million, which began on September 30, 2017, followed by a final payment of $559.5 million in June 2024. The 2017 Revolving Credit Facility has no interim amortization payments and matures in June 2022.
The 2017 Credit Agreement permits the issuance of letters of credit upon Switch, Ltd.’s request of up to $30.0 million. Upon satisfying certain conditions, the 2017 Credit Agreement provides that Switch, Ltd. can increase the amount available for borrowing under the 2017 Facilities no more than five times (up to an additional $75.0 million in total, plus an additional amount subject to certain leverage restrictions) during the term of the 2017 Credit Agreement. As of December 31, 2019, the Company had $330.0 million of available borrowing capacity under the 2017 Revolving Credit Facility, net of outstanding letters of credit.
The 2017 Facilities are collateralized by substantially all of Switch’s tangible and intangible personal property and are guaranteed by certain of Switch, Ltd.’s wholly-owned subsidiaries. Interest on the 2017 Facilities is calculated based on the base rate plus the applicable margin or a LIBOR rate plus the applicable margin, at Switch, Ltd.’s election. Interest calculations are based on 365/366 days for a base rate loan and 360 days for a LIBOR loan. Beginning on September 30, 2017, base rate interest payments are due and payable in arrears on the last day of each calendar quarter. LIBOR rate interest payments are due and payable on the last day of each selected interest period (not to extend beyond three-month intervals). As of December 31, 2019 and 2018, amounts under the 2017 Term Loan Facility had an underlying interest rate of 4.05% and 4.77%, respectively. As of December 31, 2019, amounts under the 2017 Revolving Credit Facility had an underlying interest rate of 3.51%. In addition, beginning on September 30, 2017, the 2017 Revolving Credit Facility incurs a fee on unused lender commitments based on the applicable margin and payments are due and payable in arrears on the last day of each calendar quarter.
The 2017 Credit Agreement contains affirmative and negative covenants customary for such financings, including, but not limited to, limitations on incurring additional debt, incurring additional liens, encumbrances or contingent liabilities, and paying distributions or making certain other restricted payments (with certain exceptions and baskets, including a restricted payment basket of $15.0 million per fiscal year). The 2017 Credit Agreement also requires Switch, Ltd. to maintain compliance with the consolidated total leverage ratio (as defined in the 2017 Credit Agreement) starting with the fiscal quarter ended June 30, 2017. As of December 31, 2019, the maximum consolidated total leverage ratio was 4.50 to 1.00. The maximum consolidated total leverage ratio decreases over time to, and remains at, 4.00 to 1.00 for the quarters ending September 30, 2020 and thereafter through maturity. Switch, Ltd. was in compliance with this covenant as of December 31, 2019.
Fair Value of Long-Term Debt
The estimated fair value of the Company’s long-term debt as of December 31, 2019 and 2018, was approximately $755.0 million and $573.3 million, respectively, compared to its carrying value, excluding debt issuance costs, of $755.0 million and $591.0 million, respectively. The estimated fair value of the Company’s long-term debt was based on Level 2 inputs.
As of December 31, 2019, long-term debt maturities are as follows (in thousands):
2020
$
6,000

2021
6,000

2022
176,000

2023
6,000

2024
561,000

 
755,000

Less: unamortized debt issuance costs
(3,628
)
 
$
751,372