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Long-Term Debt
6 Months Ended
Jun. 30, 2022
Debt Disclosure [Abstract]  
Long-term Debt

NOTE 8 LONG-TERM DEBT

On May 14, 2020, in connection with the TPG Acquisition, the Company entered into the Credit Agreement among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto (the “May 2020 Credit Agreement”). The term loans and delayed draw loans were payable in quarterly principal and interest payments through May 14, 2026.

On May 4, 2022, the Company entered into a credit agreement (the “2022 Credit Agreement”) among LifeStance Health Holdings, Inc., Lynnwood Intermediate Holdings, Inc., Capital One, National Association, and each lender party thereto. The 2022 Credit Agreement established commitments in respect of a term loan facility of $200,000, a revolving loan facility of up to $50,000 and a delayed draw term loan facility of up to $100,000. The commitments under the term loan facility and the revolving facility were available to be drawn on May 16, 2022. The Company borrowed $200,000 in term loans on that date, with a maturity date of May 16, 2028. The commitments under the delayed draw term loan facility are scheduled to terminate on the second anniversary of May 16, 2022. Once drawn upon, the delayed draw term loan facility has a maturity date of May 16, 2028. The loans under the term loan facility and the delayed draw term loan facility bear interest at a rate per annum equal to (x) adjusted term Secured Overnight Financing Rate ("SOFR") (which adjusted term SOFR is subject to a minimum of 0.75%) plus an applicable margin of 4.50% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR (which adjusted term SOFR is subject to a minimum of 0.75%) plus 1.00%) plus an applicable margin of 3.50%. The term loans are collateralized by substantially all of the assets of the Company. The revolving loan has interest only payments until the maturity date of May 16, 2027.

The proceeds from the 2022 Credit Agreement term loans were used to repay in full and extinguish the May 2020 Credit Agreement. The 2022 Credit Agreement term loans are treated as a new issuance of debt. In relation to the May 2020 Credit Agreement, the Company recognized an extinguishment of debt charge within interest expense of $3,380, consisting of $1,609 prepayment charge and the write-off of unamortized debt issue costs associated with the extinguished term loans of $1,771.

The 2022 Credit Agreement requires the Company to maintain compliance with certain restrictive financial covenants related to earnings, leverage ratios, and other financial metrics. The Company was in compliance with all debt covenants at June 30, 2022 and December 31, 2021.

Long-term debt consists of the following:

 

 

June 30, 2022

 

 

December 31, 2021

 

Term loans

 

$

200,000

 

 

$

70,665

 

Delayed Draw loans

 

 

 

 

 

90,565

 

Revolving loan

 

 

11,000

 

 

 

 

Total long-term debt

 

 

211,000

 

 

 

161,230

 

Less: Current portion of long-term debt

 

 

(1,500

)

 

 

(1,323

)

Less: Unamortized discount and debt issue costs (1)

 

 

(6,136

)

 

 

(2,491

)

Total Long-Term Debt, Net of Current Portion
   and Unamortized Discount and Debt Issue Costs

 

$

203,364

 

 

$

157,416

 

(1)
The unamortized debt issue costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the unaudited consolidated balance sheets. Unamortized debt issue costs related to delayed draw term loan commitments and revolving loans are presented within other noncurrent assets on the unaudited consolidated balance sheets.

The current portion of long-term debt is included within other current liabilities on the unaudited consolidated balance sheets.

Interest expense consists of the following:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Interest expense

 

$

7,133

 

 

$

23,174

 

 

$

10,574

 

 

$

31,806

 

Future principal payments on long-term debt are as follows:

Year Ended December 31,

 

Amount

 

Remainder of 2022

 

$

500

 

2023

 

 

2,000

 

2024

 

 

2,000

 

2025

 

 

2,000

 

2026

 

 

2,000

 

Thereafter

 

 

202,500

 

Total

 

$

211,000

 

The fair value of long-term debt is based on the present value of future payments discounted by the market interest rates or the fixed rates based on current rates offered to the Company for debt with similar terms and maturities, which is a Level 2 fair value measurement. Long-term debt is presented at carrying value on the unaudited consolidated balance sheets. The fair value of long-term debt at June 30, 2022 and December 31, 2021 was $192,304 and $186,497, respectively.

Revolving Loan

Under the May 2020 Credit Agreement, the Company had a revolving loan commitment from Capital One in the amount of $20,000. Any borrowing on the revolving loan under the May 2020 Credit Agreement was due in full on May 14, 2025.

Under the 2022 Credit Agreement, the Company has a revolving loan commitment from Capital One in the amount of $50,000. Any borrowing on the revolving loan under the 2022 Credit Agreement is due in full on May 16, 2027. The revolving loan bears interest at a rate per annum equal to (x) adjusted term SOFR plus an applicable margin of 3.25% or (y) an alternate base rate (which will be the highest of (i) the prime rate, (ii) 0.50% above the federal funds effective rate and (iii) one-month adjusted term SOFR plus 1.00%) plus an applicable margin of 2.25%. The unused revolving loan incurs a commitment fee of 0.50% per annum.

In June 2022, the Company drew $11,000 from the aforementioned revolving loan. In July 2022, the Company converted the outstanding balance on the revolving loan to a delayed draw term loan.