Long-term Debt | Long-term Debt 1% Senior Convertible Notes due August 15, 2018 In August 2013, the Company issued $258.8 million aggregate principal amount of 1.00% Senior Convertible Notes due August 15, 2018 ("2018 Notes"). The 2018 Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears, on February 15 and August 15 of each year, beginning on February 15, 2014. The conversion price for the 2018 Notes is equivalent to an initial effective conversion price of approximately $35.00 per share of common stock. Proceeds, net of original issuance discounts of $252.3 million were received from the 2018 Notes. The net proceeds were used to pay down $208.0 million of the First Lien Term Loan and $43.0 million of the Revolving Credit Facility. The refinancing of the First Lien Term Loan was treated as debt extinguishment within the scope of ASC 470, Debt. As such, the Company recorded a $1.1 million loss during the year ended December 31, 2013, from accelerating debt issuance costs and loan origination discounts. The Company may not redeem the 2018 Notes prior to August 20, 2016 . On or after August 20, 2016, the Company may redeem for cash any or all of the 2018 Notes, at its option, if the last reported sale price of our common stock exceeds 130% of the applicable conversion price on each applicable trading day as defined by the indenture. The redemption price will equal 100% of the principal amount of the 2018 Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. Holders of the 2018 Notes may also convert their notes at any time prior to May 15, 2018 if the sale price of our common stock exceeds 130% of the applicable conversion price on each applicable trading day as defined by the indenture. In addition, holders may also convert their 2018 Notes any time prior to May 15, 2018 , (i) if during the five business days after any five consecutive trading day period in which the trading price of the 2018 Notes was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate, (ii) if the Company calls the 2018 Notes for redemption; or (iii) upon the occurrence of specified corporate events. Prior to August 20, 2016, the 2018 Notes are redeemable or convertible upon certain fundamental changes, as defined in the indenture, which may require the Company to purchase the 2018 Notes in whole or in part for cash at a price equal to 100% of the principal amount of the 2018 Notes to be purchased, plus any accrued and unpaid interest to, but not including, the purchase date. The 2018 Notes are senior unsecured obligations and will be effectively junior to any of the Company's existing and future secured indebtedness. The Company determined that the embedded conversion option in the 2018 Notes is not required to be separately accounted for as a derivative under Accounting Standards Codification ("ASC") 815, Derivatives and Hedging . The 2018 Notes are within the scope of ASC 470, Topic 20, Debt with Conversion and Other Options, which requires the Company to separate a liability component and an equity component from the proceeds received. The carrying amount of the liability component at the time of the transaction of $204.4 million was calculated by measuring the fair value of a similar debt instrument that does not have an associated equity component. The fair value of the liability component was subtracted from the initial proceeds and the remaining amount of $47.8 million was recorded as the equity component. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense over the expected life of 5 years using the effective interest method. Upon conversion or maturity of the 2018 Notes, the Company may settle the notes with either cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company has adopted a current policy to settle the $258.8 million of principal amount in cash and any excess conversion value in shares of our common stock. Because the principal amount of the 2018 Notes will be settled in cash upon conversion, only the conversion spread relating to the 2018 Notes may be included in the Company's calculation of diluted net income per common share. When the market price of the Company's stock exceeds the conversion price, it will include, in the diluted net income per common share calculation, the effect of the additional shares that may be issued upon conversion using the treasury stock method. As such, the 2018 Notes have no impact on diluted net income per common share until the price of the Company's common stock exceeds the conversion price (approximately $35.00 per common share) of the 2018 Notes. As of December 31, 2015 and 2014, the carrying value of the debt and equity component was $228.0 million and $47.8 million and $217.8 million and $47.8 million , respectively. The unamortized debt discount of $30.7 million as of December 31, 2015 will be amortized over the remaining life of 2.6 years using the effective interest method. Credit Agreement On September 9, 2014, the Company entered into a Credit Agreement with JPMorgan Chase Bank, N.A. and SunTrust Bank, as co-syndication agents, Regions Bank, Fifth Third Bank, Bank of America, N.A., Barclays Bank plc, Wells Fargo Bank, National Association, Royal Bank of Canada, Deutsche Bank Securities Inc. and Compass Bank, as co-documentation agents, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "Credit Agreement"). The Credit Agreement provides for (i) a five -year $200 million secured term loan facility (the “Term Loan”) and (ii) a five -year secured revolving credit facility that provides up to $150 million of revolving loans (the “Revolving Credit Facility”). The Credit Agreement replaced the First Lien Credit Agreement, dated as of October 27, 2011 amended and restated as of November 20, 2012, further amended and restated March 6, 2013, and further amended as of April 25, 2014 (the "Predecessor Credit Agreement"). The Company used the proceeds of the Term Loan and initially borrowed $109 million of loans under the Revolving Credit Facility, together with cash on hand, to repay existing loans under the Predecessor Credit Agreement in their entirety and to pay related fees and expenses. In connection with the repayment, the Company terminated the Predecessor Credit Agreement. The Term Loan and loans under the Revolving Credit Facility initially bore interest at a rate equal to either, at the Company’s option, the LIBOR rate plus an applicable margin equal to 2.25% per annum, or the prime lending rate plus an applicable margin equal to 1.25% per annum. The applicable margins for the Term Loan and loans under the Revolving Credit Facility are subject to reduction or increase based upon the Company’s consolidated first lien net leverage ratio as of the end of each fiscal quarter. Effective November 2015, the Company's interest rate on these loans was reduced to the LIBOR rate plus the applicable margin of 1.50% per annum or the prime lending rate plus an applicable margin equal to 0.50% per annum, as a result of reaching certain financial covenant ratios. During the quarters ended June 30, 2015 and September 30, 2015, respectively, the Company benefited from a 0.50% and 0.25% rate reduction on our Term Loan and Revolving Credit Facility resulting from our favorable financial covenant ratios resulting in an interest rate of LIBOR plus an applicable margin of 1.50% per annum as of December 31, 2015. The Company also benefited from a reduced commitment fee of 0.30% per annum on the actual daily amount by which the revolving credit commitment exceeds then-outstanding usage under the Revolving Credit Facility. In addition, the Company pays a letter of credit fee equal to the applicable margin that applies to LIBOR loans under the Revolving Credit Facility and a fronting fee of 0.125% per annum, calculated on the daily amount available to be drawn under each letter of credit issued under the Revolving Credit Facility. The Company is permitted to make voluntary prepayments with respect to the Revolving Credit Facility and the Term Loan at any time without payment of a premium. The Company is required to make mandatory prepayments of the Term Loan with (i) net cash proceeds from certain asset sales (subject to reinvestment rights) and (ii) net cash proceeds from certain issuances of debt. The Company is also required to maintain certain financial ratios under the Credit Agreement and there are customary covenants that limit the incurrence of debt, the payment of dividends, the disposition of assets, and making of certain payments. Substantially all of the Company's and certain of its domestic subsidiaries' tangible and intangible assets are pledged as collateral under the Credit Agreement. The refinancing of the Predecessor Credit Agreement was partially accounted for as debt extinguishment in accordance with ASC 470, Debt, with the remaining amounts not considered extinguished, treated as a modification of the existing credit agreement. As a result of the extinguishment, the Company recorded a $1.8 million loss for the portion of the debt that was extinguished from accelerating unamortized deferred financing fees and loan origination discounts during the year ended December 31, 2014. Approximately $3.7 million of additional loan origination discounts and deferred financing fees were capitalized in 2014 in connection with the refinancing. Predecessor Credit Agreement On October 27, 2011, the Company entered into credit facilities, pursuant to (i) the Predecessor Credit Agreement and (ii) a Second Lien Credit Agreement (the "Second Lien Credit Agreement"). The Predecessor Credit Agreement originally provided for (i) a six -year first lien term loan (the “Predecessor First Lien Term Loan”) and (ii) a five -year first lien revolving credit facility (the “Predecessor Revolving Credit Facility”). The Second Lien Credit Agreement originally provided for a seven -year second lien term loan (the “Second Lien Term Loan”). On March 6, 2013, the Company repriced its Predecessor Lien Term Loan and increased the outstanding balance to $660.0 million . In addition, the Company increased the maximum amount of available borrowings under the Predecessor Revolving Credit Facility to $70 million . The proceeds received from the additional Predecessor First Lien Term Loan were used to extinguish the Second Lien Term Loan's outstanding balance of $32.0 million . The repricing of the Predecessor First Lien Term Loan and the payoff of the Second Lien Term Loan, in connection with the issuance of the 2018 Notes discussed above, were both accounted for as debt extinguishments in accordance with ASC 470, Debt . As a result of the extinguishments, the Company recorded a $20.7 million lo ss from debt extinguishment from accelerating unamortized deferred financing fees and loan origination discounts during the twelve months ended December 31, 2013. Included in the loss is $7.2 million of prepayment penalties that were paid during the first quarter of 2013 related to the extinguishment of the Second Lien Term Loan and repricing of the Predecessor First Lien Term Loan. The Compan y has $143.0 million of av ailable borrowings under the Revolving Credit Facility as of December 31, 2015. In April 2015 and August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs and ASU No. 2015-03 , Interest-Imputation of Interest (Suptopic 835-30), respectively. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and provides guidance on the application of these requirements to line-of-credit arrangements. The following table reflects the implementation of ASU 2015-03 in the year ended December 31, 2015. In addition, as required by ASU 2015-03, the 2014 debt issuance costs have been retrospectively adjusted to be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. The impact of the adoption for the year ended December 31, 2014 was a decrease to the Revolving Credit Facility of $0.4 million , a decrease to the Term Loan of $0.1 million , and a decrease to the Senior Convertible Notes of $0.3 million , for a total decrease in long-term debt of $0.8 million . Also, the current portion of debt was decreased $4 thousand for the year ended December 31, 2014. Outstanding long-term debt and the effective interest rates at December 31, 2015 and 2014 consist of the following (in thousands): December 31, December 31, Revolving Credit Facility maturing 2019, 1.71%, based on LIBOR plus 1.50%, less unamortized discount of $1,563 at December 31, 2015 $ 3,437 $ 92,013 Term Loan due 2019, 1.71%, based on LIBOR plus 1.50%, less unamortized discount of $1,391 at December 31, 2015, effective rate of 1.93% 191,109 196,940 Senior Convertible Notes, maturing 2018, 1.00%, less unamortized discount of $30,718 at December 31, 2015, effective rate of 5.88% 228,032 217,502 Total Outstanding Debt, less unamortized discount of $33,672 at December 31, 2015 422,578 506,455 Less: Current Portion of Long-Term Debt, less unamortized discount of $81 at December 31, 2015 (11,169 ) (6,193 ) Long-Term Portion, less unamortized discount of $33,591 at December 31, 2015 $ 411,409 $ 500,262 Debt discount and issuance costs The Company recorded $11.4 million , $10.9 million and $5.4 million of interest expense from amortizing debt issuance costs and discounts during the years ended December 31, 2015 , 2014 and 2013 , respectively. Total estimated principal payments due for the next five years as of December 31, 2015 are as follows (in thousands): 2016 $ 11,250 2017 16,250 2018 278,750 2019 150,000 2020 — Total principal payments $ 456,250 On August 15, 2018, the aggregate principal balance of the Senior Convertible Notes (the 2018 Notes) becomes due. The remaining principal requirements reflect quarterly payments under the Term Loan with the remaining balance payable in September 2019. The Revolving Credit Facility matures in September 2019. |