Notes Payable and Long-Term Debt | 9 Months Ended |
Sep. 30, 2014 |
Notes Payable and Long-Term Debt | ' |
Notes Payable and Long-Term Debt | ' |
Note 7 — Notes Payable and Long-Term Debt |
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Outstanding debt obligations are as follows (in thousands): |
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| | September 30, 2014 | | December 31, 2013 | |
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2014 Term Loan Facility | | $ | 120,000 | | $ | — | |
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2012 Term Loan Payable | | — | | 84,474 | |
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2009 Revolving Credit loan payable under the Credit Agreement(the weighted average interest rate of all borrowings was 5.32% at December 31, 2013) | | — | | 39,000 | |
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Borrowings under revolving credit facilities with a consortium of banks in Spain | | 6,976 | | 7,670 | |
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Borrowings under unsecured credit facility with Caja Badajoz | | 888 | | 2,047 | |
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Borrowings under revolving credit facility with the National Bank of Abu Dhabi | | 7 | | — | |
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Other notes payable | | — | | 68 | |
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| | 127,871 | | 133,259 | |
Less current maturities | | 2,580 | | 18,974 | |
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Notes payable and long-term debt, net of current maturities | | $ | 125,291 | | $ | 114,285 | |
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Refinancing |
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On June 12, 2014, the Company and its subsidiary Hill International N.V. (the “Subsidiary”) entered into a Commitment Letter with Société Générale (the “Agent”) and SG Americas Securities, LLC, (the “Arranger”) pursuant to which the Arranger and the Agent committed, subject to the conditions and other terms and provisions of the Commitment Letter, to provide secured debt facilities to the Company in an aggregate principal amount of $165,000,000 which would be used to payoff and terminate the Company’s previous senior credit facility with a bank group led by Bank of America, N.A. and a previous second lien term loan with funds managed by Tennenbaum Capital Partners, LLC. |
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Effective as of September 26, 2014 (the “Closing Date”), the Company, entered into (i) a credit agreement with the Agent as administrative agent and collateral agent, TD Bank, N.A., as syndication agent and HSBC Bank USA, N.A., as documentation agent, (collectively, the “U.S. Lenders”) consisting of (A) a term loan facility of $120,000,000 (the “Term Loan Facility”) and (B) a $30,000,000 U.S. dollar-denominated facility available to the Company (the “U.S. Revolver,” together with the Term Loan Facility, the “U.S. Credit Facilities”) and (ii) a credit agreement with the Agent as administrative agent and collateral agent, (the “International Lender”) providing a $15,000,000 Euro-denominated facility available to the Subsidiary (the “International Revolver” and together with the U.S. Revolver, the “Revolving Credit Facilities” and, together with the U.S. Credit Facilities, the “Secured Credit Facilities”). The U.S. Revolver and the International Revolver include sub-limits for letters of credit amounting to $25,000,000 and $10,000,000, respectively. |
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The Secured Credit Facilities contain customary default provisions, representations and warranties, and affirmative and negative covenants, and require the Company to comply with certain financial and reporting covenants. The financial covenants consist of a Maximum Consolidated Net Leverage Ratio and an Excess Account Concentration requirement commencing on December 31, 2014. The Consolidated Net Leverage Ratio is the ratio of (a) consolidated total debt (minus cash of up to $10,000,000 held in the aggregate) to consolidated earnings before interest, taxes, depreciation, amortization and share-based compensation for the trailing twelve months. At December 31, 2014, the ratio may not exceed 3.50 to 1.00. The Excess Account Concentration covenant permits the U. S. Lenders and the International Lender to increase the interest rates by 2.0% if, as of the last day of any fiscal quarter, either (a) the accounts receivable from all clients located in any country not listed as a Permitted Country as defined in the Secured Credit Facilities (other than the United Arab Emirates) that are more than 120 days old (relative to the invoice date) constitute more than 10% of the total outstanding accounts receivable or (b) accounts receivable from all clients located in the United Arab Emirates that are more than 120 days old (relative to the invoice date) constitute more than 14% of the total outstanding accounts receivable; provided that, in each case, the accounts receivable due from clients located in Libya that exist as of the Closing Date shall be excluded for all purposes of this covenant. The interest rate will be reset as soon as the accounts receivable over 120 days decline below the 10% or 14% levels. |
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The U.S. Credit Facilities are guaranteed by certain U.S. subsidiaries of the Company, and the International Revolver is guaranteed by the Company and certain of the Company’s U.S. and non-U.S. subsidiaries. |
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In connection with the Refinancing, the Company wrote off deferred financing fees amounting to $1,482,000 by a charge to interest expense and related financing fees, net for the three- and nine-month periods ended September 30, 2014. |
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Term Loan Facility |
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The Company used the proceeds from the Term Loan Facility: |
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| · | | for consummating the payoff and termination of the Company’s existing credit arrangements (the “Refinancing”) which consist of the Credit Agreement, dated as of October 18, 2012, among the Company, certain lenders and Obsidian Agency Services, Inc., as amended (the “2012 Term Loan Agreement”), and the Credit Agreement, dated as of June 30, 2009, among the Company, Bank of America, N.A. and certain other lenders, as amended (the “2009 Revolving Credit Agreement”); and | | | | |
| · | | to pay fees and expenses incurred in connection with the Secured Credit Facilities. | | | | |
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The interest rate on the Term Loan Facility will be, at the Company’s option, either: |
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| · | | the London Inter-Bank Offered Rate (“LIBOR”) for the relevant interest period plus 6.75% per annum, provided that such LIBOR shall not be lower than 1.00% per annum; or | | | | |
| · | | the Base Rate (as described below) plus 5.75% per annum. | | | | |
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The “Base Rate” is a per annum rate equal to the highest of (A) the prime rate, (B) the federal funds effective rate plus 0.50%, or (C) the LIBOR for an interest period of one month plus 1.0% per annum. Upon a default, the applicable rate of interest under the Secured Credit Facilities may increase by 2.0%. The LIBOR on the Term Loan Facilities (including when determining the Base Rate) shall in no event be less than 1.0% per annum. |
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The Company has the right to prepay the Term Loan Facility in full or in part at any time without premium or penalty; provided, however that upon the occurrence of prepayments relating to certain repricing transactions within the first year following closing, a 1.0% prepayment premium will be payable. The Company is required to make mandatory prepayments of the Term Loan Facility, without premium or penalty, (i) with net proceeds of any issuance or incurrence of indebtedness by the Company after the closing, (ii) with net proceeds from certain asset sales outside the ordinary course of business, and (iii) with 50% of the excess cash flow (as defined in the agreement) for each fiscal year of the Borrowers commencing with the first full fiscal year ending after closing (which percentage would be stepped down upon the achievement and maintenance of certain metrics). |
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The Term Loan Facility is generally secured by a first-priority security interest in substantially all assets of the Company and certain of the Company’s U.S. subsidiaries other than accounts receivable, cash proceeds thereof and certain bank accounts, as to which the Term Loan Facility is secured by a second-priority security interest. |
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The Term Loan Facility has a term of six years, requires repayment of 0.25% of the original principal amount on a quarterly basis commencing on December 31, 2014 and ending on September 30, 2020, and was fully funded at closing. Any amounts repaid on the Term Loan Facility will not be available to be re-borrowed. |
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The Company incurred fees and expenses related to the Term Loan Facility aggregating $6,643,000 which has been deferred and is included in other assets in the consolidated balance sheet at September 30, 2014. The deferred fees will be amortized to interest and related financing fees, net over a six-year period commencing on October 1, 2014. |
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Revolving Credit Facilities |
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The Company is required to use the proceeds from the Revolving Credit Facilities: |
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| · | | for the Refinancing; | | | | |
| · | | to finance the working capital needs and general corporate purposes of the Borrowers and their subsidiaries; | | | | |
| · | | to pay fees and expenses incurred in connection with the Secured Credit Facilities; and | | | | |
| · | | for any other purposes not prohibited by the Secured Credit Facilities. | | | | |
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The interest rate on borrowings under the U.S. Revolver will be, at the Company’s option from time to time, either: |
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| · | | the LIBOR for the relevant interest period plus 3.75% per annum; or | | | | |
| · | | the Base Rate plus 2.75% per annum. | | | | |
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The interest rate on borrowings under the International Revolver will be the European Inter-Bank Offered Rate, or “EURIBOR,” for the relevant interest period (or at a substitute rate to be determined to the extent EURIBOR is not available) plus 4.00% per annum. |
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The Company will pay a commitment fee calculated at 0.50% annually on the average daily unused portion of the U.S. Revolver, and the Subsidiary will pay a commitment fee calculated at 0.75% annually on the average daily unused portion of the International Revolver. |
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The ability to borrow under each of the U.S. Revolver and the International Revolver is subject to a “borrowing base,” calculated using a formula based upon approximately 85% of receivables that meet or satisfy certain criteria (“Eligible Receivables”) and that are subject to a perfected security interest held by either the U.S. Lenders or the International Lender, plus, in the case of the International Revolver only, 10% of Eligible Receivables that are not subject to a perfected security interest held by the International Lender, subject to certain exceptions and restrictions. |
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The Company or the Subsidiary, as applicable, will be required to make mandatory prepayments under their respective Revolving Credit Facilities to the extent that the aggregate outstanding amount thereunder exceeds the then-applicable borrowing base, which payments will be made without penalty or premium. |
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Generally, the obligations of the Company under the U.S. Revolver are secured by a first-priority security interest in the above-referenced accounts receivable, cash proceeds and bank accounts of the Company and certain of the Company’s U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and such subsidiaries. The obligations of the Subsidiary under the International Revolver would generally be secured by a first-priority security interest in substantially all accounts receivable, cash proceeds thereof and certain bank accounts of the Subsidiary and certain of the Company’s non-U.S. subsidiaries, and a second-priority security interest in substantially all other assets of the Company and certain of the Company’s U.S. and non-U.S. subsidiaries. |
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The Revolving Credit Facilities have a term of five years and require payment of interest only during the term. Under the Revolving Credit Facilities, outstanding loans may be repaid in whole or in part at any time, without premium or penalty, subject to certain customary limitations, and will be available to be re-borrowed from time to time. |
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The Company incurred fees and expenses related to the Revolving Credit Facilities aggregating $2,841,000 which has been deferred and is included in other assets in the consolidated balance sheet at September 30, 2014. The deferred fees will be amortized to interest expense and related financing fees, net over a five-year period commencing October 1, 2014. |
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At September 30, 2014, the Company had $20,159,000 of outstanding letters of credit and $9,841,000 of available borrowing capacity under the U.S. Revolver. |
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2012 Term Loan Agreement |
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The Company entered into a Term Loan Agreement on October 18, 2012, which was amended from time to time. Borrowings under the Term Loan Agreement were collateralized by a second lien on substantially all of the Company’s assets, including, without limitation, accounts receivable, equipment, securities, financial assets and the proceeds of the foregoing, as well as by a pledge of 65% of the outstanding capital stock of its wholly-owned foreign subsidiary, Hill International N.V., and of certain of its other foreign subsidiaries. The maturity date of the Term Loan was October 18, 2016. |
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The Company paid interest on amounts outstanding from time to time under the 2012 Term Loan at a rate per annum equal to 7.50%. |
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Also, contemporaneous with its entry into the 2012 Term Loan Agreement, the Company entered into a Fee Letter. The Fee Letter required the Company to pay to the Lenders an exit fee (the “Exit Fee”), which fee was earned in full on the Closing Date and was due and payable on September 26, 2014, the date the 2012 Term Loan was paid in full (the “Exit Date”). The Exit Fee meant the amount, if any, when paid to the Term Loan Lenders on the Exit Date, that would result in the internal annual rate of return to the Term Loan Lenders on the Exit Date being equal to, but no greater than, 20%; provided that in no event would the Exit Fee amount be less than $0 or greater than $11,790,000. The IRR was to be calculated as the rate of return earned by the Term Loan Lenders on their initial investment in the 2012 Term Loan (calculated as the principal amount of the Term Loan less the Closing Fee of $25,000,000, or $75,000,000) through the Exit Date taking into account the payment by the Company to the Term Loan Lenders of all principal, interest and other payments to the Term Loan Lenders pursuant to the Term Loan Agreement. There was no Exit Fee payable upon the payoff and termination of the Term Loan. |
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On August 6, 2014, the Company made a mandatory principal prepayment of $9,522,402 from funds received in the equity offering (See Note 11). On September 26, 2014, the Company paid $90,477,598 (including accelerated principal of $9,338,000 which was charged to interest expense and related financing fees for the three- and nine-month periods ended September 30, 2014), plus interest of $1,658,756, to payoff and terminate the Term Loan. |
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2009 Revolving Credit Agreement |
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The Company entered into a Credit Agreement, dated June 30, 2009 (the “Credit Agreement”), with Bank of America, N.A., Capital One, N.A., The PrivateBank and Trust Company, PNC Bank N.A. (the “Lenders”), and Bank of America, N.A., as Administrative Agent (the “Agent”), which was amended from time to time. |
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The maturity date of the 2009 Credit Agreement was March 31, 2015. On September 26, 2014, the Company paid $25,500,000 (including $9,522,402 from funds received in the equity offering (See Note 11)), plus interest of $419,897, to payoff and terminate the Credit Agreement. |
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Other Debt Arrangements |
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The Company’s subsidiary, Hill International (Spain) S.A. (“Hill Spain”), maintains a revolving credit facility with 12 banks (the “Financing Entities”) in Spain providing for total borrowings, with interest at 6.50%, of up to €5,520,000 (approximately $7,005,000 at September 30, 2014). At September 30, 2014, total borrowings outstanding were €5,498,000 (approximately $6,976,000). The amount being financed (“Credit Contracts”) by each Financing Entity is between €156,000 (approximately $198,000) and €689,000 (approximately $874,000). The facility expires on December 17, 2016. The maximum available amount will be reduced to 75.0% at December 31, 2014 and to 50.0% at December 31, 2015. To guarantee Hill Spain’s obligations resulting from the Credit Contracts, Hill Spain provided a guarantee in favor of each one of the Financing Entities, which, additionally, and solely in the case of unremedied failure to make payment, and at the request of each of the Financing Entities, shall grant a first ranking pledge over a given percentage of corporate shares of Hill International Brasil Participacoes Ltda. for the principal, interest, fees, expenses or any other amount owed by virtue of the Credit Contracts, coinciding with the percentage of credit of each Financing Entity with respect to the total outstanding borrowings under this facility. |
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Hill Spain maintains an unsecured credit facility with the Caja Badajoz Bank in Spain for €700,000 (approximately $888,000) at September 30, 2014. The interest rate at September 30, 2014 was 7.50%. At September 30, 2014, this facility was fully utilized with total borrowings outstanding of €700,000 (approximately $888,000). The facility expires on December 23, 2014. |
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The Company maintains a credit facility with the National Bank of Abu Dhabi which provides for total borrowings of up to AED 11,500,000 (approximately $3,131,000 at September 30, 2014) collateralized by certain overseas receivables. The interest rate is the one-month Emirates InterBank Offer Rate plus 3.00% (or 4.41% at September 30, 2014) but no less than 5.50%. At September 30, 2014, total borrowings outstanding were AED 27,000 (approximately $7,000). This facility also allows for to AED 127,033,000 (approximately $34,589,000 at September 30, 2014) in Letters of Guarantee of which AED 128,000,000 (approximately $34,863,000) were utilized at September 30, 2014. This facility is being renewed on a month-to-month basis. |
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The Company maintains a credit facility with Marfin Bank (formerly Egnatia Bank), that allows for letters of guarantee up to €4,500,000 (approximately $5,711,000 at September 30, 2014), of which €2,197,000 (approximately $2,788,000) had been utilized at September 30, 2014. The facility expires on April 30, 2018. Under the terms of the International Credit Facility, this credit facility may remain in place as long as Hill International, Inc. replaces Hill International N.V. as sole guarantor on or before December 25, 2014, or the credit facility must be reduced to €3,750,000. |
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Engineering S.A. maintains three unsecured revolving credit facilities with two banks in Brazil aggregating 2,900,000 Brazilian Reais (approximately $1,185,000 at September 30, 2014), with a weighted average interest rate of 3.60% per month at September 30, 2014. There were no borrowings outstanding on any of these facilities which are renewed automatically every three months. |
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At September 30, 2014, the Company had $19,338,000 of available borrowing capacity under its International Revolver and its other foreign credit agreements. There were no outstanding letters of credit under the International Revolver at September 30, 2014. |
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The Company also maintains relationships with other foreign banks for the issuance of letters of credit, letters of guarantee and performance bonds in a variety of foreign currencies. At September 30, 2014, the maximum U.S. dollar equivalent of the commitments was $102,583,000 of which $56,280,000 is outstanding. |
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