LONG-TERM DEBT | 11. LONG-TERM DEBT September 30, 2017 December 31, 2016 Term Loan, five-year term, maturing March 2022 $ 146.3 $ — Incremental Term Loan, six-year 300.0 — Revolving credit facility, maturing March 2022 190.0 — Term loan, repaid in March 2017 — 591.6 Unamortized original issue discount (1.5 ) (4.7 ) Unamortized debt issue costs (11.3 ) (12.6 ) Capital leases 8.8 11.7 632.3 586.0 Less: current portion (16.5 ) (38.9 ) $ 615.8 $ 547.1 The senior credit facilities consist of an initial $150.0 term loan (“Term Loan”), a $300.0 incremental term loan (“Incremental Term Loan”) and a $350.0 revolving facility (together, the “2017 Credit Facilities”). Our prior credit facilities (the “April 2015 Credit Facilities”) were repaid in March 2017 in conjunction with the March 2017 refinancing, as described below. 2017 Credit Facilities On March 9, 2017, Mitel refinanced its senior secured credit facilities. The credit facilities were initially comprised of a $150.0 Term Loan and a $350.0 revolving facility. Proceeds of $150.0 from the Term Loan along with amounts initially drawn on the revolving facility of $95.0 and cash on hand, were used to repay the remaining principal and accrued interest outstanding under the prior credit facilities, as well as fees and expenses related to the new financing. On September 25, 2017, Mitel amended its senior secured credit facilities to allow for a $300.0 Incremental Term Loan. The $300.0 Incremental Term Loan, along with amounts drawn on the revolving credit facility and cash on hand from the combined company were used to finance the acquisition of ShoreTel, as described in note 3. The amendment also adjusted, among other items, the maximum Consolidated Total Net Leverage Ratio, as defined below, and the applicable margin on the term loan and revolving credit facility based on the Consolidated Total Net Leverage Ratio. Costs incurred in March 2017 relating to the Term Loan were $2.0 and are recorded net against long-term debt and are amortized over the term of the Term Loan. Costs incurred in March 2017 of $4.6 relating to the revolving facility are recorded as other non-current The Term Loan, Incremental Term Loan and revolving credit facility bear interest at LIBOR plus an applicable margin or, at the option of the Company, a base rate plus an applicable margin. The Term Loan and revolving credit facility mature in March 2022 and the Incremental Term Loan matures in September 2023. The revolving credit facility also has an undrawn commitment fee. The applicable margin on LIBOR borrowings under the Incremental Term Loan is 3.75% and LIBOR has a floor of 1.00%. The applicable margin and the undrawn commitment fee on the revolving credit facility and the applicable margin on the Term Loan are based on the Consolidated Total Net Leverage Ratio (the “Leverage Ratio”), as defined in the amended credit facility (the ratio of Consolidated Total Indebtedness, net of up to $50.0 of unrestricted cash, to the trailing twelve months Consolidated EBITDA, as defined in the amended credit facility), and are as follows: Consolidated Total Net Leverage Ratio Commitment Fee Applicable Margin Less than 1.25 0.25 % 1.75 % Greater than or equal to 1.25 but less than 1.75 0.25 % 2.00 % Greater than or equal to 1.75 but less than 2.25 0.30 % 2.25 % Greater than or equal to 2.25 but less than 2.75 0.35 % 2.50 % Greater than or equal to 2.75 but less than 3.25 0.35 % 3.00 % Greater than or equal to 3.25 0.40 % 3.25 % The Company is required to make principal repayments on the Term Loan of $1.9 per quarter from June 2017 to March 2018, $2.8 per quarter from June 2018 to March 2020 and $3.8 per quarter from June 2020 to December 2021. The Company is required to make principal repayments on the Incremental Term Loan of $0.8 per quarter until maturity. In addition, when the consolidated Total Net Leverage Ratio is above 2.00, the Company is required to make annual principal repayments on the Term Loan and Incremental Term Loan based on a percentage of excess cash flow (as defined in the 2017 Credit Facilities). The annual excess cash flow repayment is required to be paid within 100 days of the end of the fiscal year. The first annual excess cash flow payment is required to be paid within 100 days of December 31, 2018. The Term Loan can be repaid without premium or penalty. The Incremental Term Loan can be repaid without premium or penalty anytime after March 25, 2018. Prior to March 25, 2018, the Incremental Term Loan can be repaid with a penalty of 1% of principal where the repayment was due to a refinancing at a lower effective rate. The 2017 Credit Facilities have customary default clauses, such that repayment of the credit facilities may be accelerated in the event of an uncured default. The proceeds from the issuance of debt, and proceeds from the sale of Company assets, may also be required to be used, in whole or in part, to make mandatory prepayments under the 2017 Credit Facilities. The 2017 Credit Facilities, as amended, contain affirmative and negative covenants, including: (a) periodic financial reporting requirements, (b) a maximum Leverage Ratio and a minimum Interest Coverage Ratio (the ratio of Consolidated EBITDA to Consolidated Interest Expense, both as defined in the credit facility) (c) limitations on the incurrence of subsidiary indebtedness and also the borrowers themselves, (d) limitations on liens, (e) limitations on investments, and (f) limitations on the payment of dividends and repurchases of shares. The Company was in compliance with these covenants at September 30, 2017. The maximum Leverage Ratio is as follows: Fiscal Quarters Ending Maximum Consolidated Leverage Ratio March 31, 2017 through June 30, 2017 3.50 July 1, 2017 through June 30, 2018 4.25 July 1, 2018 through September 30, 2018 3.75 October 1, 2018 through December 31, 2018 3.50 January 1, 2019 and thereafter 3.25 The maximum Leverage Ratio and actual Leverage Ratio are as follows: Period Ending Maximum Actual March 31, 2017 3.50 1.17 June 30, 2017 3.50 1.32 September 30, 2017 4.25 3.52 The minimum Interest Coverage Ratio throughout the term of the credit facility is 3.00. The Interest Coverage Ratio at September 30, 2017 was 7.53. Other debt prepayments In March 2017, prior to the refinancing, the Company repaid $338.1 on its prior credit facilities using proceeds from the divestiture of the Mobile business unit, as described in note 4. In addition, in January 2017 the Company made prepayments of $22.6 on its term loan. In the first quarter of 2017, the Company expensed $18.0 of unamortized debt issue costs and unamortized original issue discount relating to the prepayments and the full repayment of the prior credit facilities, as described above. In 2016, Mitel made prepayments on its term loan of $25.0 in January, $15.0 in March, $13.6 in June and $11.5 in July and recorded debt retirement costs of $1.3, $0.4 and $0.4 in the first, second and third quarter of 2016, respectively, for the write-off pro-rata |