Long-Term Debt | NOTE 11. LONG-TERM DEBT 2017 2016 Senior Credit Facility $ — $ — Unsecured senior notes: 6.625% senior notes due 2020 (US$ nil) — 499,150 6.5% senior notes due 2021 (US$248.6 million) 312,601 427,818 7.75% senior notes due 2023 (US$350.0 million) 440,062 469,945 5.25% senior notes due 2024 (US$400.0 million) 502,928 537,080 7.125% senior notes due 2026 (US$400.0 million) 502,928 — 1,758,519 1,933,993 Less net unamortized debt issue costs (28,082 ) (27,059 ) $ 1,730,437 $ 1,906,934 Senior Credit Facility Unsecured senior notes Debt issue costs Total Balance December 31, 2016 $ — $ 1,933,993 $ (27,059 ) $ 1,906,934 Changes from financing cash flows: Proceeds from issue of senior notes — 509,180 — 509,180 Redemption of senior notes — (571,975 ) — (571,975 ) Payment of debt issue costs — — (9,196 ) (9,196 ) — (62,795 ) (9,196 ) (71,991 ) Loss on redemption of unsecured senior notes — 9,021 — 9,021 Amortization of debt issue costs — — 8,173 8,173 Foreign exchange adjustment — (121,700 ) — (121,700 ) Balance December 31, 2017 $ — $ 1,758,519 $ (28,082 ) $ 1,730,437 (a) Senior Credit Facility: The senior secured revolving credit facility (as amended, the Senior Credit Facility) provides Precision with senior secured financing for general corporate purposes, including for acquisitions, of up to US$500.0 million with a provision for an increase in the facility of up to an additional US$250.0 million. The Senior Credit Facility is secured by charges on substantially all of Precision’s present and future assets and the present and future assets of its material U.S. and Canadian subsidiaries and, if necessary in order to adhere to covenants under the Senior Credit Facility, on certain assets of certain subsidiaries organized in a jurisdiction outside of Canada or the U.S. During 2017, Precision agreed with its lending group to amend certain financial covenants and terms governing its Senior Credit Facility. These amendments among other things: (i) temporarily reduce the Covenant EBITDA (as defined in the debt agreement) to interest expense coverage ratio to the greater of or equal to 1.25:1 for the periods ending March 31, June 30 and September 30, 2017, 1.50:1 for the periods ending December 31, 2017 and March 31, 2018, 2.00:1 for the periods ending June 30, September 30, December 31, 2018 and March 31, 2019 reverting to 2.50:1 thereafter until maturity of the facility; (ii) increase the additional borrowing capacity available under the facility to US$300.0 million after the covenant relief period; (iii) extended the maturity date of the facility to November 21, 2021. The Senior Credit Facility prevents us from making distributions prior to April 1, 2019, after which, distributions are subject to a pro-forma senior net leverage covenant of less than or equal to 1.75:1. The Senior Credit Facility also limits the redemption and repurchase of junior debt subject to a pro-forma senior net leverage covenant test of less than or equal to 1.75:1. In addition, the Senior Credit Facility contains certain covenants that place restrictions on Precision’s ability to incur or assume additional indebtedness; dispose of assets; make or pay dividends, share redemptions or other distributions; change its primary business; incur liens on assets; engage in transactions with affiliates; enter into mergers, consolidations or amalgamations; and enter into speculative swap agreements. At December 31, 2017, Precision was in compliance with the covenants of the Senior Credit Facility. The Senior Credit Facility has a term of four years, with an annual option on Precision’s part to request that the lenders extend, at their discretion, the facility to a new maturity date not to exceed five years from the date of the extension request. The current maturity date of the Senior Credit Facility is November 21, 2021. Under the Senior Credit Facility, amounts can be drawn in U.S. dollars and/or Canadian dollars and, as at December 31, 2017 and 2016 no amounts were drawn under this facility. Up to US$200.0 million of the Senior Credit Facility is available for letters of credit denominated in U.S and/or Canadian dollars and other currencies acceptable to the fronting lender. As at December 31, 2017 outstanding letters of credit amounted to US$20.9 million (2016 – US$41.5 million). The interest rate on loans that are denominated in U.S. dollars is, at the option of Precision, either a margin over a U.S. base rate or a margin over LIBOR. The interest rate on loans denominated in Canadian dollars is, at the option of Precision, either a margin over the Canadian prime rate or a margin over the bankers’ acceptance rate; such margins will be based on the then applicable ratio of consolidated total debt to EBITDA. (b) Unsecured Senior Notes: Precision has outstanding the following unsecured senior notes: 6.5% US$ senior notes due 2021 These notes bear interest at a fixed rate of 6.5% per annum and mature on December 15, 2021. Interest is payable semi-annually on June 15 and December 15 of each year. These notes are unsecured, ranking equally with existing and future senior unsecured indebtedness, and have been guaranteed by current and future U.S. and Canadian subsidiaries that guaranteed the Senior Credit Facility. These notes contain certain covenants that limit Precision’s ability and the ability of certain subsidiaries to incur additional indebtedness and issue preferred stock; create liens; make restricted payments; create or permit to exist restrictions on the ability of Precision or certain subsidiaries to make certain payments and distributions; engage in amalgamations, mergers or consolidations; make certain dispositions and transfers of assets; and engage in transactions with affiliates. If the notes receive an investment grade rating by Standard & Poor’s or Moody’s Investors Service and Precision and its subsidiaries are not in default under the indenture governing the notes, then Precision will not be required to comply with particular covenants contained in the indenture. Precision may redeem these notes in whole or in part before December 15, 2019, at redemption prices ranging between 102.167% and 101.083% of their principal amount plus accrued interest. Any time on or after December 15, 2019, these notes can be redeemed for their principal amount plus accrued interest. Upon specified change of control events, each holder of a note will have the right to sell to Precision all or a portion of its notes at a purchase price in cash equal to 101% of the principal amount, plus accrued interest to the date of purchase. During 2017, Precision redeemed US$70.0 million of these notes for an aggregate purchase price of US$71.8 million. The difference was recognized as a loss on redemption of unsecured senior notes within the consolidated statement of loss. 7.75% US$ senior notes due 2023 These notes bear interest at a fixed rate of 7.75% per annum and mature on December 15, 2023. Interest is payable semi-annually on June 15 and December 15 of each year. These notes are unsecured, ranking equally with existing and future senior unsecured indebtedness, and have been guaranteed by current and future U.S. and Canadian subsidiaries that guaranteed the Senior Credit Facility. These notes contain certain covenants that limit Precision’s ability and the ability of certain subsidiaries to incur additional indebtedness and issue preferred stock; create liens; make restricted payments; create or permit to exist restrictions on the ability of Precision or certain subsidiaries to make certain payments and distributions; engage in amalgamations, mergers or consolidations; make certain dispositions and transfers of assets; and engage in transactions with affiliates. If the notes receive an investment grade rating by Standard & Poor’s or Moody’s Investors Service and Precision and its subsidiaries are not in default under the indenture governing the notes, then Precision will not be required to comply with particular covenants contained in the indenture. Prior to December 15, 2019, Precision may redeem up to 35% of the 7.75% senior notes due 2023 with the net proceeds of certain equity offerings at a redemption price equal to 107.75% of the principal amount plus accrued interest. Prior to December 15, 2019, Precision may redeem these notes in whole or in part at 100.0% of their principal amount, plus accrued interest and the greater of 1.0% of the principal amount of the note to be redeemed and the excess, if any, of the present value of the December 15, 2019 redemption price plus required interest payments through December 15, 2019 (calculated using the U.S. Treasury rate plus 50 basis points) over the principal amount of the note. As well, Precision may redeem these notes in whole or in part at any time on or after December 15, 2019 and before December 15, 2021, at redemption prices ranging between 103.875% and 101.938% of their principal amount plus accrued interest. Any time on or after December 15, 2021, these notes can be redeemed for their principal amount plus accrued interest. Upon specified change of control events, each holder of a note will have the right to sell to Precision all or a portion of its notes at a purchase price in cash equal to 101% of the principal amount, plus accrued interest to the date of purchase. 5.25% US$ senior notes due 2024 These notes bear interest at a fixed rate of 5.25% per annum and mature on November 15, 2024. Interest is payable semi-annually on May 15 and November 15 of each year. These notes are unsecured, ranking equally with existing and future senior unsecured indebtedness, and have been guaranteed by current and future U.S. and Canadian subsidiaries that guaranteed the Senior Credit Facility. These notes contain certain covenants that limit Precision’s ability and the ability of certain subsidiaries to incur additional indebtedness and issue preferred stock; create liens; make restricted payments; create or permit to exist restrictions on the ability of Precision or certain subsidiaries to make certain payments and distributions; engage in amalgamations, mergers or consolidations; make certain dispositions and transfers of assets; and engage in transactions with affiliates. If the notes receive an investment grade rating by Standard & Poor’s or Moody’s Investors Service and Precision and its subsidiaries are not in default under the indenture governing the notes, then Precision will not be required to comply with particular covenants contained in the indenture. Prior to May 15, 2019, Precision may redeem these notes in whole or in part at 100.0% of their principal amount, plus accrued interest and the greater of 1.0% of the principal amount of the note to be redeemed and the excess, if any, of the present value of the May 15, 2019 redemption price plus required interest payments through May 15, 2019 (calculated using the U.S. Treasury rate plus 50 basis points) over the principal amount of the note. As well, Precision may redeem these notes in whole or in part at any time on or after May 15, 2019 and before May 15, 2022, at redemption prices ranging between 102.625% and 100.875% of their principal amount plus accrued interest. Any time on or after May 15, 2022, these notes can be redeemed for their principal amount plus accrued interest. Upon specified change of control events, each holder of a note will have the right to sell to Precision all or a portion of its notes at a purchase price in cash equal to 101% of the principal amount, plus accrued interest to the date of purchase. 7.125% US$ senior notes due 2026 These notes, issued in 2017, bear interest at a fixed rate of 7.125% per annum and mature on January 15, 2026. Interest is payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2018. These notes are unsecured, ranking equally with existing and future senior unsecured indebtedness, and have been guaranteed by current and future U.S. and Canadian subsidiaries that guaranteed the Senior Credit Facility. These notes contain certain covenants that limit Precision’s ability and the ability of certain subsidiaries to incur additional indebtedness and issue preferred stock; create liens; make restricted payments; create or permit to exist restrictions on the ability of Precision or certain subsidiaries to make certain payments and distributions; engage in amalgamations, mergers or consolidations; make certain dispositions and transfers of assets; and engage in transactions with affiliates. If the notes receive an investment grade rating by Standard & Poor’s or Moody’s Investors Service and Precision and its subsidiaries are not in default under the indenture governing the notes, then Precision will not be required to comply with particular covenants contained in the indenture. Prior to November 15, 2020, Precision may redeem up to 35% of the 7.125% senior notes due 2026 with the net proceeds of certain equity offerings at a redemption price equal to 107.125% of the principal amount plus accrued interest. Prior to November 15, 2020, Precision may redeem these notes in whole or in part at 100.0% of their principal amount, plus accrued interest and the greater of 1.0% of the principal amount of the note to be redeemed and the excess, if any, of the present value of the November 15, 2020 redemption price plus required interest payments through November 15, 2020 (calculated using the U.S. Treasury rate plus 50 basis points) over the principal amount of the note. As well, Precision may redeem these notes in whole or in part at any time on or after November 15, 2020 and before November 15, 2022, at redemption prices ranging between 105.344% and 101.781% of their principal amount plus accrued interest. Any time on or after November 15, 2023, these notes can be redeemed for their principal amount plus accrued interest. Upon specified change of control events, each holder of a note will have the right to sell to Precision all or a portion of its notes at a purchase price in cash equal to 101% of the principal amount, plus accrued interest to the date of purchase. The senior notes require that we comply with certain financial covenants including an incurrence based test of Consolidated Interest Coverage Ratio, as defined in the senior note agreements, of greater than or equal to 2.0:1 for the most recent four consecutive fiscal quarters. In the event that our Consolidated Interest Coverage Ratio is less than 2.0:1 for the most recent four consecutive fiscal quarters the senior notes restrict our ability to incur additional indebtedness. As at December 31, 2017, our senior notes Consolidated Interest Coverage Ratio was 2.16:1. The senior notes also contain a restricted payments covenant that limits our ability to make payments in the nature of dividends, distributions and repurchases from shareholders. This restricted payment basket grows by, among other things, 50% of cumulative consolidated net earnings, and decreases by 100% of cumulative consolidated net losses as defined in the note agreements, and cumulative payments made to shareholders. As at December 31, 2017, the restricted payments basket was negative $213 million (2016 – negative $310 million), therefore prohibiting us from making any further dividend payments until the governing restricted payments basket once again becomes positive. No dividends have been declared or paid subsequent to December 31, 2017. During 2017, Precision redeemed all the remaining US$371.8 million 6.625% senior notes due 2020 for an aggregate purchase price of US$377.1 million. The difference was recognized as a loss on redemption of unsecured senior notes within the consolidated statement of loss. Long-term debt obligations at December 31, 2017 will mature as follows: 2021 $ 312,601 Thereafter 1,445,918 $ 1,758,519 (c) Guarantor Disclosures Our unsecured senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all U.S. and Canadian subsidiaries that guaranteed the senior Credit Facility ( Guarantor Subsidiaries Condensed Consolidating Statement of Financial Position as at December 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets Cash $ 20,843 $ 5,422 $ 38,816 $ — $ 65,081 Other current assets 38,558 261,883 76,221 3 376,665 Intercompany receivables 93,662 2,669,280 84,861 (2,847,803 ) — Investments in subsidiaries 4,822,876 61 — (4,822,937 ) — Property, plant and equipment 64,605 2,659,831 449,917 (529 ) 3,173,824 Intangibles 25,644 2,472 — — 28,116 Goodwill — 205,167 — — 205,167 Other long-term assets — 53,908 3,051 (12,881 ) 44,078 Total assets $ 5,066,188 $ 5,858,024 $ 652,866 $ (7,684,147 ) $ 3,892,931 Liabilities and shareholders’ equity Current liabilities $ 36,331 $ 124,482 $ 48,812 $ — $ 209,625 Intercompany payables and debt 1,795,141 1,000,167 52,495 (2,847,803 ) — Long-term debt 1,730,437 — — — 1,730,437 Other long-term liabilities 135,053 17,978 2,383 (12,881 ) 142,533 Total liabilities 3,696,962 1,142,627 103,690 (2,860,684 ) 2,082,595 Shareholders’ equity 1,369,226 4,715,397 549,176 (4,823,463 ) 1,810,336 Total liabilities and shareholders’ equity $ 5,066,188 $ 5,858,024 $ 652,866 $ (7,684,147 ) $ 3,892,931 Condensed Consolidating Statement of Financial Position as at December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Assets Cash $ 61,794 $ 13,138 $ 40,773 $ — $ 115,705 Other current assets 43,630 210,125 102,147 3 355,905 Intercompany receivables 1,475,431 3,024,724 68,767 (4,568,922 ) — Investments in subsidiaries 4,913,785 60 — (4,913,845 ) — Property, plant and equipment 78,849 3,023,968 539,214 (142 ) 3,641,889 Intangibles 3,316 — — — 3,316 Goodwill — 207,399 — — 207,399 Total assets $ 6,576,805 $ 6,479,414 $ 750,901 $ (9,482,906 ) $ 4,324,214 Liabilities and shareholders’ equity Current liabilities $ 42,657 $ 126,870 $ 71,209 $ — $ 240,736 Intercompany payables and debt 3,071,032 1,412,257 85,633 (4,568,922 ) — Long-term debt 1,906,934 — — — 1,906,934 Other long- term liabilities 181,940 32,781 (295 ) — 214,426 Total liabilities 5,202,563 1,571,908 156,547 (4,568,922 ) 2,362,096 Shareholders’ equity 1,374,242 4,907,506 594,354 (4,913,984 ) 1,962,118 Total liabilities and shareholders’ equity $ 6,576,805 $ 6,479,414 $ 750,901 $ (9,482,906 ) $ 4,324,214 Condensed Consolidating Statement of Loss for the Year ended December 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenue $ 89 $ 1,138,049 $ 190,401 $ (7,315 ) $ 1,321,224 Operating expense 138 809,233 124,115 (7,315 ) 926,171 General and administrative expense 35,605 44,932 9,535 — 90,072 Earnings (loss) before income taxes, loss on redemption and repurchase of unsecured senior notes, finance charges, foreign exchange, impairment of property, plant and equipment and depreciation and amortization (35,654 ) 283,884 56,751 — 304,981 Depreciation and amortization 13,118 302,958 61,450 220 377,746 Impairment of property, plant and equipment — 15,313 — — 15,313 Operating loss (48,772 ) (34,387 ) (4,699 ) (220 ) (88,078 ) Foreign exchange (2,375 ) (889 ) 294 — (2,970 ) Finance charges 138,027 (68 ) (31 ) — 137,928 Loss on redemption and repurchase of unsecured senior notes 9,021 — — — 9,021 Equity in loss of subsidiaries (12,383 ) — — 12,383 — Loss before tax (181,062 ) (33,430 ) (4,962 ) (12,603 ) (232,057 ) Income taxes (47,567 ) (59,120 ) 6,666 — (100,021 ) Net loss $ (133,495 ) $ 25,690 $ (11,628 ) $ (12,603 ) $ (132,036 ) Condensed Consolidating Statement of Loss for the Year ended December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenue $ 103 $ 846,867 $ 169,287 $ (13,024 ) $ 1,003,233 Operating expense 160 551,538 123,041 (13,024 ) 661,715 General and administrative expense 37,193 59,323 11,173 — 107,689 Restructuring 285 5,469 — — 5,754 Earnings (loss) before income taxes, loss on redemption and repurchase of unsecured senior notes, finance charges, foreign exchange, gain re-measurement of property, plant and equipment and depreciation and amortization (37,535 ) 230,537 35,073 - 228,075 Depreciation and amortization 13,828 324,649 52,957 225 391,659 Gain on re-measurement of property, plant and equipment — (7,605 ) — — (7,605 ) Operating loss (51,363 ) (86,507 ) (17,884 ) (225 ) (155,979 ) Foreign exchange 6,731 (2,121 ) 1,398 — 6,008 Finance charges 146,053 118 189 — 146,360 Loss on redemption and repurchase of unsecured senior notes 239 — — — 239 Equity in loss of subsidiaries 23,042 — — (23,042 ) — Loss before tax (227,428 ) (84,504 ) (19,471 ) 22,817 (308,586 ) Income taxes (72,098 ) (83,404 ) 2,471 — (153,031 ) Net loss $ (155,330 ) $ (1,100 ) $ (21,942 ) $ 22,817 $ (155,555 ) Condensed Consolidating Statement of Comprehensive Loss for the Year ended December 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net loss $ (133,495 ) $ 25,690 $ (11,628 ) $ (12,603 ) $ (132,036 ) Other comprehensive income (loss) 121,699 (110,717 ) (35,661 ) (167 ) (24,846 ) Comprehensive loss $ (11,796 ) $ (85,027 ) $ (47,289 ) $ (12,770 ) $ (156,882 ) Condensed Consolidating Statement of Comprehensive Loss for the Year ended December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Net loss $ (155,330 ) $ (1,100 ) $ (21,942 ) $ 22,817 $ (155,555 ) Other comprehensive income (loss) 66,963 (62,459 ) (11,270 ) (2,879 ) (9,645 ) Comprehensive income (loss) $ (88,367 ) $ (63,559 ) $ (33,212 ) $ 19,938 $ (165,200 ) Condensed Consolidating Statement of Cash Flow for the Year ended December 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Cash provided by (used in): Operations $ (160,698 ) $ 243,364 $ 33,889 $ — $ 116,555 Investments 191,638 (58,942 ) (11,152 ) (212,694 ) (91,150 ) Financing (73,784 ) (190,360 ) (22,334 ) 212,694 (73,784 ) Effects of exchange rate changes on cash and cash equivalents 1,893 (1,778 ) (2,360 ) — (2,245 ) Decrease in cash and cash equivalents (40,951 ) (7,716 ) (1,957 ) — (50,624 ) Cash and cash equivalents, beginning of year 61,794 13,138 40,773 — 115,705 Cash and cash equivalents, end of year $ 20,843 $ 5,422 $ 38,816 $ — $ 65,081 Condensed Consolidating Statement of Cash Flow for the Year ended December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Cash provided by (used in): Operations $ (185,430 ) $ 298,342 $ 9,596 $ — $ 122,508 Investments 145,451 (65,939 ) (149,151 ) (144,286 ) (213,925 ) Financing (218,324 ) (257,263 ) 112,977 144,286 (218,324 ) Effects of exchange rate changes on cash and cash equivalents (10,661 ) (5,041 ) (3,611 ) — (19,313 ) Increase (decrease) in cash and cash equivalents (268,964 ) (29,901 ) (30,189 ) — (329,054 ) Cash and cash equivalents, beginning of year 330,758 43,039 70,962 — 444,759 Cash and cash equivalents, end of year $ 61,794 $ 13,138 $ 40,773 $ - $ 115,705 |