Long-Term Debt | 9 Months Ended |
Sep. 30, 2013 |
Long-Term Debt | ' |
11. Long-Term Debt |
Long-term debt consisted of the following: |
|
| September 30, | | | December 31, | |
2013 | 2012 |
Senior credit facility | $ | | 66,500 | | | $ | | — | |
7.75% Convertible notes due 2018 | | 50,000 | | | | — | |
4.5% Convertible notes due 2014 | | 18,792 | | | | 93,500 | |
Bank term loan paid in full June 26, 2013 | | — | | | | 41,779 | |
Promissory notes payable to microDATA sellers | | 5,537 | | | | 14,010 | |
Total long-term debt | | 140,829 | | | | 149,289 | |
| | | | | | | |
Less: current portion | | (7,137 | ) | | | (16,784 | ) |
Non-current portion of long-term debt | $ | | 133,692 | | | $ | | 132,505 | |
Aggregate maturities of long-term debt at September 30, 2013 are as follows: |
|
2013 | $ | | 415 | | | | | | |
2014 | | 26,407 | | | | | | |
2015 | | 3,325 | | | | | | |
2016 | | 3,741 | | | | | | |
2017 | | 6,153 | | | | | | |
2018 | | 100,788 | | | | | | |
Total long-term debt | $ | | 140,829 | | | | | | |
Senior credit facilities |
On June 25, 2013, we closed on new $130,000 Senior Credit Facilities (the "Senior Credit Facilities") which include (i) a $56,500 term loan A facility ("Term Loan A Facility"), (ii) a $43,500 delayed draw term loan facility ("Delayed Draw Term Loan Facility"), and (iii) a $30,000 revolving loan facility ("Revolving Loan Facility.") The Senior Credit Facilities also include a $25,000 incremental loan arrangement subject to the Company's future needs and bank approval, although no assurances can be given that this incremental loan amount will be available to us when and if needed. |
On June 25, 2013, we borrowed $56,500 under the Term Loan A Facility at closing. Proceeds were used for (i) repayment of the remaining balance under 2012 Term Loan, which was terminated, (ii) approximately $16,000 for on-going working capital and other general corporate purposes, and (iii) fees and expenses associated with the new facility. On September 30, 2013, we borrowed $10,000 under the Delayed Draw Term Loan Facility and the proceeds were used towards the retirement of the 4.5% Convertible Senior Notes, discussed below. |
Additional liquidity is available through the undrawn $30,000 Revolving Loan Facility, to be used for our on-going working capital and other general corporate purposes, replacing the previous line of credit which has been paid off and terminated, see Line of Credit Note 10. |
Loans borrowed under the Term Loan A Facility, the Revolving Loan Facility or the Delayed Draw Term Loan Facility may be borrowed at rates based on the Eurodollar/LIBOR (beginning at L +3.75%) or Alternate Base Rate (ABR) (beginning at ABR + 2.75%), which may be adjusted as provided in the Credit Agreement. |
The Term Loan A Facility and the Delayed Draw Term Loan Facility have a maturity date of March 31, 2018, unless extended as provided in the Credit Agreement, and the Revolving Loan Facility has a termination date of March 31, 2018, unless extended as provided in the Credit Agreement. Beginning October 1, 2013, the Term Loan A Facility and the Delayed Term Loan are payable in consecutive quarterly installments of $416 on the first day of each fiscal quarter, increasing to $831 on December 31, 2014 and to $1,247 on December 31, 2016 and to $2,413 on December 31, 2017, with the remaining principal due at maturity. Additional Delayed Draw Term Loan Facility borrowings would be repaid in consecutive quarterly installment payments in the same proportion as the installment payments for the Term Loan A and existing Delayed Draw Term Loan borrowings, with the remaining principal due at maturity. |
|
The Senior Credit Facilities are secured by substantially all of the Company’s tangible and intangible assets, including intellectual property. The Credit Agreement contains customary representations and warranties of the Company and customary covenants and events of default. Availability under the Revolving Loan Facility and the Delayed Draw Term Loan Facility is subject to certain conditions, including the continued accuracy of the Company’s representations and warranties and compliance with covenants. The Senior Credit Facilities are also subject to possible mandatory repayments from excess cash flow and other sources, such as net cash proceeds of debt or equity issuances, asset sales, casualty insurance claims and other recovery events, as described in the Credit Agreement. During the continuance of an event of default, at the request of the required lenders, all outstanding loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus 2%, and shall be payable from time to time on demand. |
7.75% Convertible notes |
On May 8, 2013, we completed privately-negotiated exchange agreements with noteholders under which we retired $50,000 of our outstanding 4.5% Convertible Senior Notes due 2014 issued in 2009 (the “2014 Notes”) in exchange for $50,000 of new 7.75% Convertible Senior Notes due 2018 (the “2018 Notes”). |
The 2018 Notes were issued pursuant to an indenture, dated as of May 8, 2013 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). We offered the 2018 Notes to certain holders of the 2014 Notes in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The 2018 Notes bear interest at 7.75% per year, payable semiannually in arrears in cash on June 30 and December 30 of each year, beginning on December 30, 2013. The 2018 Notes are TCS’s senior unsecured obligations and rank equally with all of its present and future senior unsecured debt and senior to any future subordinated debts and will be effectively subordinate to all of TCS’s present and future secured debt to the extent of the collateral securing that debt. |
Holders may convert the 2018 Notes at their option on any day prior to the close of business on the second “scheduled trading day” (as defined in the Indenture) immediately preceding June 30, 2018. The conversion rate will initially be 96.637 shares of Class A common stock per $1 (one thousand) principal amount of 2018 Notes, equivalent to an initial conversion price of $10.348 per share of Class A common stock, which is the same conversion price as the 2014 Notes. Shares of the Company’s Class A common stock into which the 2018 Notes are convertible have been reserved for issuance by the Company. We may redeem some or all of the 2018 Notes at any time on or after June 30, 2014 at the redemption prices set forth in the Indenture plus accrued and unpaid interest to the redemption date. In addition, subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their 2018 Notes upon a “fundamental change” (as defined in the Indenture) at a price equal to the purchase prices set forth in the Indenture, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. |
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the 2018 Notes then outstanding may declare the entire principal amount of all the 2018 Notes plus accrued interest, if any, to be immediately due and payable. |
4.5% Convertible notes |
In 2009, we sold $103,500 aggregate principal amount of 4.5% Convertible Senior Notes due 2014. During the fourth quarter of 2012, we repurchased $10,000 of the outstanding 2014 Notes, plus accrued and unpaid interest. During the third quarter of 2013, we repurchased an additional $24,708 of the outstanding 2014 Notes and recorded a loss of $151 on the retirement including transition costs. On May 8, 2013, we retired $50,000 in aggregate principal of these 2014 Notes, in exchange for $50,000 of new 7.75% Convertible Senior Notes due 2018, as discussed above. |
The 2014 Notes are not registered and were offered under Rule 144A of the Securities Act of 1933. Concurrent with the issuance of the 2014 Notes, we entered into convertible note hedge transactions and warrant transactions, also detailed below, that are expected to reduce the potential dilution associated with the conversion of the 2014 Notes. Holders may convert the 2014 Notes at their option on any day prior to the close of business on the second “scheduled trading day” (as defined in the Indenture) immediately preceding November 1, 2014. The conversion rate will initially be 96.637 shares of Class A common stock per $1 (one thousand) principal amount of 2014 Notes, equivalent to an initial conversion price of approximately $10.35 per share of Class A common stock. The effect of the convertible note hedge and warrant transactions is an increase in the effective conversion premium of the 2014 Notes to $12.74 per share. |
The convertible note hedge and the warrant transactions are separate transactions, each entered into by the Company with the counterparties, which are not part of the terms of the 2014 Notes and will not affect the holders’ rights under the 2014 Notes. The cost of the convertible note hedge transactions to the Company was approximately $23,800, and was accounted for as an equity transaction in accordance with ASC 815-40, Contracts in Entity’s own Equity. The Company received proceeds of approximately $13,000 related to the sale of the warrants, which has also been classified as equity as the warrants meet the classification criteria under ASC 815-40-25, in which the warrants and the convertible note hedge transactions require settlements in shares and provide the Company with the choice of a net cash or common shares settlement. As the convertible note hedge and warrants are indexed to our common stock, we recognized them in permanent equity in Additional paid-in capital, and will not recognize subsequent changes in fair value as long as the instruments remain classified as equity. |
Interest on the 2014 Notes is payable semiannually on November 1 and May 1 of each year, beginning May 1, 2010. The 2014 Notes will mature and convert on November 1, 2014, unless previously converted in accordance with their terms. The 2014 Notes are TCS’s senior unsecured obligations and rank equally with all of its present and future senior unsecured debt and senior to any future subordinated debts and will be effectively subordinate to all of TCS’s present and future secured debt to the extent of the collateral securing that debt. |
As a result of the repurchase and exchange of $84,708 of the outstanding 2014 Notes, the convertible note hedge was adjusted to reflect the reduced number of outstanding 2014 Notes. The convertible note hedge transactions’ originally covering 10,001 shares was adjusted to cover proportionally fewer of shares of Class A common stock. The warrants were not affected by the retirements of the 2014 Notes. |
Term loan from commercial bank |
In July 2012, we borrowed $45,000 under a term loan agreement (“2012 Term Loan”) with the Silicon Valley Bank, as administrative agent and collateral agent (“SVB”.) Approximately $19,400 of the borrowings under the 2012 Term Loan were used to pay off the prior term loan with SVB and transaction fees and approximately $20,000 were used as part of the acquisition of microDATA. The 2012 Term Loan was paid in full with funds borrowed under the new Term Loan A Facility, as discussed above. |
Promissory notes payable to microDATA sellers |
On July 6, 2012, we issued $14,250 in promissory notes as part of the consideration paid for our acquisition of microDATA bearing simple interest at 6%. The promissory notes are due in two installments: $7,500 plus interest was paid June 30, 2013 and $6,750 due June 30, 2014, less post-closing indemnification adjustments of $1,213 as of September 30, 2013, up to a maximum adjustment of $2,000. The promissory notes are effectively subordinated to TCS’s structured debt. |