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LONG-TERM DEBT
9 Months Ended
Sep. 30, 2017
Debt Disclosure [Abstract]  
LONG-TERM DEBT
LONG-TERM DEBT
Long-term debt outstanding consisted of the following:
(in thousands)
 
September 30,
2017
 
December 31,
2016
Revolving credit facility
 
$
88,000

 
$
227,000

Other long-term debt
 
1,041,500

 
1,078,250

Debt issuance costs, net
 
(10,347
)
 
(10,291
)
Total debt, net
 
1,119,153

 
1,294,959

Current portion of long-term debt
 
(49,000
)
 
(49,000
)
Total long-term debt, net
 
$
1,070,153

 
$
1,245,959


In conjunction with our acquisition of Diamond Foods, we entered into a senior unsecured credit agreement as amended with the lenders party (the “Term Lenders”) and Bank of America, N.A., as administrative agent (the "Credit Agreement"). Under the Credit Agreement, the Term Lenders provided (i) senior unsecured term loans in an original aggregate principal amount of $830.0 million maturing five years after the funding date (the “Senior Five Year Term Loans”) and (ii) senior unsecured term loans in an original aggregate principal amount of $300.0 million maturing ten years after the funding date (the “Senior Ten Year Term Loans”). The $1.13 billion in proceeds from the Credit Agreement were used to finance, in part, the cash component of the acquisition consideration, to repay indebtedness of Diamond Foods and us, and to pay certain fees and expenses incurred in connection with the Diamond Foods acquisition.
As a result of the Credit Agreement, we entered into certain amendments to our existing credit agreement (the "Amended and Restated Credit Agreement"). Our Amended and Restated Credit Agreement contains a revolving credit facility which allows us to make revolving credit borrowings of up to $375.0 million through May 2019. As of September 30, 2017 and December 31, 2016, we had available $287.0 million and $148.0 million, respectively, of unused borrowings. During the first nine months of 2017, we borrowed $144.5 million from our revolving credit facility and repaid $283.5 million primarily with the proceeds from the sale of Diamond of California and cash generated by operating activities. In July 2016, we repaid $100.0 million of our Senior Five Year Term Loans maturing in 2021, using $90.0 million in borrowings from our revolving credit facility and $10.0 million from cash on hand. During the first nine months of 2016, we borrowed $147.0 million from our revolving credit facility and repaid $75.0 million with the proceeds from our Credit Agreement and cash generated by operating activities.
Under certain circumstances and subject to certain conditions, we have the option to increase available credit under the revolving credit facility by up to $200.0 million for the remaining life of the facility. Revolving credit borrowings incur interest based on the Eurodollar rate plus an applicable margin of between 0.795% and 1.450%, or the base rate plus an applicable margin of between 0% and 0.45%. The applicable margin is determined by certain financial ratios and was 1.450% for Eurodollar rate loans and 0.45% for base rate loans as of September 30, 2017. The revolving credit facility also requires us to pay a facility fee ranging from 0.08% to 0.25% on the entire $375.0 million based on certain financial ratios. The facility fee rate was 0.250% on September 30, 2017.
Our obligations under the Amended and Restated Credit Agreement are guaranteed by all of our existing and future direct and indirect wholly-owned domestic subsidiaries other than any such subsidiaries that, taken together, do not represent more than 10% of our total domestic assets or domestic revenues and our wholly-owned domestic subsidiaries. The Amended and Restated Credit Agreement contains customary representations, warranties and covenants. The financial covenants pursuant to the Amended and Restated Credit Agreement included a maximum total debt to EBITDA ratio, as defined in the Amended and Restated Credit Agreement, of 4.75 to 1.00 for the second quarter in 2016, decreasing to 4.25 to 1.00 in the fourth quarter in 2016, 4.00 to 1.00 for the second quarter in 2017, 3.75 to 1.00 for the third quarter in 2017 and 3.50 to 1.00 for the fourth quarter in 2017 and all quarters thereafter. On May 8, 2017, to alleviate risk of not complying with our total debt to EBITDA ratio requirement in 2017, as well as to provide additional financial flexibility, we amended our Amended and Restated Credit Agreement to extend the maximum total debt to EBITDA ratio covenant to be 4.25 to 1.00 through the first quarter in 2018, 4.00 to 1.00 for the second quarter in 2018, 3.75 to 1.00 for the third quarter in 2018 and 3.50 to 1.00 for the fourth quarter in 2018 and all quarters thereafter ("Amended Credit Agreement"). For the third quarter of 2017 the maximum ratio allowed was 4.25 to 1.00, and our total debt to EBITDA ratio was 3.76 to 1.00. In addition, our Amended Credit Agreement provides for adjusted EBITDA to include up to $20.0 million, during the lifetime of the Amended Credit Agreement, of non-recurring costs and expenses paid in cash, as defined. We paid approximately $2.4 million in Consent and Administrative fees associated with the amendment but there were no revisions to the Amended Credit Agreement that will impact the effective interest rate as originally provided. The $2.4 million in fees were capitalized as debt issuance costs and are being amortized over the life of the loans.
The financial covenants also include a minimum interest coverage ratio of 2.50 to 1.00. As of September 30, 2017, our interest coverage ratio was 5.25 to 1.00. Other covenants include, but are not limited to, limitations on: (i) liens, (ii) dispositions of assets, (iii) mergers and consolidations, (iv) loans and investments, (v) subsidiary indebtedness, (vi) transactions with affiliates and (vii) certain dividends and distributions. The Amended Credit Agreement contains additional customary events of default, including a cross default provision and change of control provisions. If an event of default occurs and is continuing, we may be required to repay all amounts outstanding under the Amended Credit Agreement. As of September 30, 2017, we are in compliance with all our debt covenants.
On February 27, 2017, we entered into an amendment to the Amended and Restated Credit Agreement with the term lenders party to the Credit Agreement and Bank of America, N.A., which amended the definition of EBIT in the Credit Agreement to be EBITDA minus, to the extent included in determining EBITDA, depreciation and amortization of our Company and our subsidiaries for the computation period.
In February 2016, using available borrowings from our existing credit facilities and cash on hand, we repaid our $100.0 million private placement senior notes which were due in June 2017. The total repayment was approximately $106 million, and resulted in a loss on early extinguishment of approximately $4.7 million. The loss on early extinguishment of debt was calculated as follows:
(in thousands)
 
Amount
Repayment of private placement senior notes
 
$
100,000

Penalty on early extinguishment
 
6,170

Book value of private placement debt, including unamortized fair value adjustment
 
(101,421
)
   Loss on early extinguishment of debt
 
$
4,749