Long-Term Debt | 4. Long-Term Debt At September 30, 2016 and December 31, 2015, long-term debt consisted of the following: September 30, 2016 December 31, 2015 Term B-1 Loans $ 16,754 $ 156,134 Term B-2 Loans 896,029 902,402 Extended Term B-1 Loans 158,716 159,878 2016 Extended Term Loans 69,502 — Industrial Revenue bond 10,000 10,000 Revolving credit facility and other 88 101 Capital leases, net 4,514 9,301 Deferred financing costs, net (11,521 ) (14,710 ) 1,144,082 1,223,106 Less: current portion (30,394 ) (17,385 ) Long-term debt including leases $ 1,113,688 $ 1,205,721 As detailed in “Recent Accounting Pronouncements” in Note 1, ASU 2015-03 dictates that debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The “Deferred financing costs, net” line in the table above is the application of this new guidance. On September 5, 2013, the Company entered into the Second Amended and Restated Credit Agreement (the “2013 Amended Credit Agreement”). The 2013 Amended Credit Agreement initially contained a revolving credit facility (“Revolving Credit Facility”) and two tranches of term loans, a term B-1 facility (“Term B-1 Loans”) and a term B-2 facility (“Term B-2 Loans”). The Revolving Credit Facility, the Term B-1 Loans, and the Term B-2 Loans are secured by a first priority lien on substantially all of the Company’s domestic assets. The 2013 Amended Credit Agreement was amended in March 2014, April 2015, and May 2015 as well as joinder agreements as of August 2014 and September 2014. These amendments and joinder agreements made various changes to maturity dates and interest rate margins. In addition, amounts that were initially Term B-1 Loans and balances on the Revolving Credit Facility were converted into term loans with essentially the same terms as the Term B-2 Loans (the “Extended Term B-1 Loans”). The applicable margin for B-1 and B-2 Base Rate loans was 2.5% and the margin on B-1 and B-2 Eurodollar Rate loans was 3.5%. On September 30, 2015, the Company entered into an amendment to the 2013 Amended Credit Agreement that modified the Revolving Credit Facility. These modifications consisted primarily of (i) a reduction in the U.S. revolving commitments from $124,000 to $99,000 (while the aggregate Canadian revolving commitment remained at $1,000) and (ii) changes in the financial covenant governing the availability of amounts under the Revolving Credit Facility if, and only if, the Company has drawn, including letters of credit, more than $31,250 on the Revolving Credit Facility. Generally, if the Company’s leverage ratio is greater than 4.75:1.00 during the period from the third quarter of 2015 through the fourth quarter of 2016, so long as the stated quarterly adjusted EBITDA thresholds are exceeded, the amount available to borrow under the Revolving Credit Facility is increased from $31,250 to $40,000. Commencing with the end of the first quarter of 2017, the quarterly adjusted EBITDA thresholds are discontinued and the full amount of the revolving commitment ($100,000) is available so long as the Company’s leverage ratio does not exceed a revised limit (6.50:1.00 for the first quarter of 2017 declining quarterly to 4.75:1.00 for the fourth quarter of 2017). As of September 30, 2016, the Company’s leverage ratio was 96.0:1.00. On April 28, 2016, the Company entered into an amendment to the 2013 Amended Credit Agreement that extended the maturity of certain of the Term B-1 Loans to July 15, 2018 (the “2016 Extended Term Loans”). The Company made a prepayment of accrued interest of $227 and principal of $69,580 on April 28, 2016 to the lenders consenting to the amendment. Accrued interest on the extended remainder of the Term B-1 Loan is due at maturity on July 15, 2018. Under the terms of the agreement, the change in the maturities of the Term B-1 Loans and the 2016 Extended Term Loans are as follows: Principal Payments Due Date Prior to Extension Subsequent to Extension 4/28/2016 (A) $ — $ 69,580 6/30/2016 400 43 9/30/2016 400 43 12/31/2016 400 43 3/17/2017 154,812 16,723 7/15/2018 — 69,580 Total (B) $ 156,012 $ 156,012 (A) - The principal payment shown for April 28, 2016 represents a prepayment of principal to the lenders consenting to the extended maturity. (B) - These amounts do not reflect the amortization of original issue discounts. Accrued interest related to the $16,723 principal payment due on March 17, 2017 will also be due on the same date, as shown above. The applicable base rate margin on the interest rate for the Base Rate Term B-1 Loans, the Extended Term B-1 Loans, the 2016 Extended Term Loans, and the Term B-2 Loans is 2.5% and the applicable margin on the interest rate for the Eurodollar Term B-1, Extended Term B-1, 2016 Extended Term Loans, and the Term B-2 Loans is 3.5%. The Eurodollar Extended Term B-1, 2016 Extended Term, and Term B-2 Loans all contain a 1% rate floor, plus the applicable margin. The Term B-1 Loan does not contain any type of interest rate floor. As of September 30, 2016, Term B-1 Loans, Term B-2 Loans, Extended Term B-1 Loans, the 2016 Extended Term Loans, and the Revolving Credit Facility had interest rates of 4.4%, 4.5%, 4.5%, 4.5%, and 4.3%, respectively. As of September 30, 2016, there was $17,432 available unused capacity on the Revolving Credit Facility and $13,818 committed to outstanding letters of credit. As of September 30, 2016, the Company has not drawn on the Revolving Credit Facility. The Company has a $10,000 Industrial Revenue Bond outstanding related to the construction of a manufacturing facility in Wisconsin. The bond bears interest, which is payable monthly, at a variable rate. The rate was 0.91% at September 30, 2016. The bond matures on September 1, 2027 and is collateralized by a letter of credit of $10,000. On October 17, 2016, subsequent to the end of the third quarter, the Company re-purchased $3,000 of the Extended Term B-1 Loans at 91.5% of par. The related gain on this debt re-purchase will be recognized in the three months ended December 31, 2016. |