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Note 10 - Long-Term Debt
6 Months Ended
Nov. 30, 2015
Notes to Financial Statements  
Long-term Debt [Text Block]
10.
LONG-TERM DEBT
 
Long-term debt consists of the following
(in thousands)
:
 
 
 
 
As of
 
 
 
November 30, 2015
 
 
May 31, 2015
 
                 
Term Loan Facility, net of $6,306 and $7,381 debt discounts, respectively
  $ 638,788       641,029  
Notes, net of $2,979 and $3,291 debt discounts, respectively
    397,021       396,709  
Capital lease agreements
    1       7  
      1,035,810       1,037,745  
Less current portion, net of debt discounts
    (4,404 )     (4,469 )
Long-term debt, net of current portion
  $ 1,031,406       1,033,276  
 
 
Senior Secured Credit Facilities, Security Agreement and Guaranty
 
 
 
The Company is party to a credit agreement and related security and other agreements as subsequently amended, with a bank syndicate of lenders, and Citibank N.A. as the Administrative Agent. The credit agreement, as amended, provides for (1) a $663.3 million senior secured term loan facility (the “Term Loan Facility”) and (2) a $100.0 million senior secured revolving loan facility (the “Revolving Facility,” and together with the Term Loan Facility, the “Senior Credit Facilities”). In addition to borrowings upon prior notice, the Revolving Facility includes borrowing capacity in the form of letters of credit and borrowings on same-day notice, referred to as swing line loans, in each case, up to $25.0 million, and is available in U.S. dollars, GBP, Euros, Yen, Canadian dollars and in such other currencies as the Company and the Administrative Agent under the Revolving Facility may agree (subject to a sublimit for such non-U.S. currencies).
 
On December 9, 2015, the Company entered into Amendment No. 5 to the credit agreement to modify the financial covenant associated with the Revolving Facility. The amendment provides that beginning with the period ending November 30, 2015, for purposes of calculating its compliance with the senior secured net leverage ratio covenant for any trailing twelve-month period for bank reporting purposes, the Company may calculate EBITDA on a constant currency basis, as defined in the amendment. The use of the constant currency adjustment is subject to the Company’s compliance with certain restrictions.
 
Borrowings under the Senior Credit Facilities bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either (a) in the case of borrowings in U.S. dollars, a base rate determined by reference to the highest of (1) the prime rate of Citibank, N.A., (2) the federal funds effective rate plus 0.50% and (3) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (b) in the case of borrowings in U.S. dollars or another currency, a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which, in the case of the Term Loan Facility only, shall be no less than 1.25%. The applicable margin for borrowings under the Term Loan Facility is 2.75% with respect to base rate borrowings and 3.75% with respect to LIBOR borrowings. The applicable margin for borrowings under the Revolving Facility is 2.75% with respect to base rate borrowings and 3.75% with respect to LIBOR borrowings. The applicable margin for borrowings under the Revolving Facility is subject to a 0.25% step-down, when the Company’s senior secured net leverage ratio at the end of a fiscal quarter is less than or equal to 3:00 to 1:00.
 
The interest rate on the Term Loan Facility was 5.00% as of November 30, 2015 and May 31, 2015. Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Term Loan Facility is 6.10% for the six months ended November 30, 2015. During the first six months of fiscal 2016, the Company borrowed and repaid $28.0 million from our Revolving Facility. The weighted average interest rate on the borrowings from the Revolving Facility during the first six months of fiscal 2016 was approximately 4.40%. At November 30, 2015, there were no outstanding borrowings under the Revolving Facility and no outstanding letters of credit.
 
The Company is required to make scheduled principal payments on the last business day of each calendar quarter equal to 0.25% of the original principal amount of loans under the Term Loan Facility with the balance due and payable on August 19, 2018. Currently scheduled principal payments are $1.7 million per quarter. The Company is also required to repay loans under the Term Loan Facility based on annual excess cash flows as defined in the credit agreement governing the Term Loan Facility and upon the occurrence of certain other events set forth in that credit agreement. The additional principal due under the terms of the excess cash flow requirement was zero for fiscal year 2015 and fiscal year 2014. The terms of the Senior Credit Facilities provide that any principal paid as a result of the excess cash flow requirement, shall be applied to the scheduled installments of principal following the date of prepayment in direct order of maturity.
 
All obligations under the Senior Credit Facilities are unconditionally guaranteed by the parent company of Immucor,
IVD Intermediate Holdings B Inc.
(the “Parent”), and certain of Immucor’s existing and future wholly owned domestic subsidiaries (such subsidiaries collectively, the “Subsidiary Guarantors”), and are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Parent and Subsidiary Guarantors, subject in each case to customary exceptions and exclusions.
 
Indenture and the Senior Notes Due 2019
 
The Company has also issued $400.0 million in principal amount of Notes. The Notes bear interest at a rate of 11.125% per annum, and interest is payable semi-annually on February 15 and August 15 of each year. Including the amortization of deferred financing costs and the original issue discount, the effective interest rate on the Notes is 11.70% for the six months ended November 30, 2015. The Notes mature on August 15, 2019.
 
Subject to certain exceptions, the Notes are guaranteed on a senior unsecured basis by each of Immucor’s current and future wholly owned domestic restricted subsidiaries (and non-wholly owned subsidiaries if such non-wholly owned subsidiaries guarantee the Company’s or another guarantor’s other capital market debt securities) that is a guarantor of certain debt of the Company or another guarantor, including the Senior Credit Facilities. The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future indebtedness that is not expressly subordinated in right of payment thereto. The Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Company’s existing and future secured indebtedness, including the Senior Credit Facilities described above, to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Company’s non-guarantor subsidiaries.
 
The Company is not aware of any violations of the covenants pursuant to the terms of the indenture governing the Notes or the credit agreement governing the Senior Credit Facilities. 
 
Future Commitments
 
The following is a summary of the combined principal maturities of all long-term debt and principal payments to be made under the Company’s capital lease agreements for the remainder of fiscal year 2016 and each of the fiscal years presented in the table below (in thousands):
 
 
Year Ended May 31:
 
 
 
 
2016
  $ 3,318  
2017
    6,632  
2018
    6,632  
2019
    628,513  
2020
    400,000  
    $ 1,045,095  
 
 
Interest Expense
 
The significant components of interest expense are as follows (in thousands):
 
 
 
 
Three Months Ended
 
 
Six Months Ended
 
 
 
November 30
 
 
November 30
 
 
 
2015
 
 
2014
 
 
2015
 
 
2014
 
                                 
Notes, including OID amortization
  $ 11,283       11,265       22,562       22,527  
Term loan facility, including OID amortization
    8,702       8,758       17,506       17,619  
Amortization of deferred financing costs
    1,781       1,675       3,533       3,324  
Interest rate swaps and other interest
    153       229       369       492  
Revolving facility fees and interest
    249       216       409       358  
Interest accreted on contingent consideration liability
    286       679       567       800  
Interest expense
  $ 22,454       22,822       44,946       45,120