Financing Debt | 13. Financing Debt The following table summarizes the Company's outstanding borrowings under the agreements outlined below: Year ended December 31, 2017 2016 Revolving line-of-credit facility $ 136,535 $ — Term loans 1,602,875 1,637,625 Revolving line-of-credit facility and term loans (a) $ 1,739,410 $ 1,637,625 Unamortized debt issuance costs (32,346 ) (38,334 ) Revolving line-of-credit facility and term loans, net $ 1,707,064 $ 1,599,291 Notes outstanding (a) $ 400,000 $ 400,000 Unamortized debt issuance costs (3,731 ) (4,466 ) Notes outstanding, net $ 396,269 $ 395,534 (a) See Note 17, Fair Value for more information regarding the Company's 2016 Credit Agreement and notes outstanding. 2016 Credit Agreement On July 1, 2016, the Company entered into the 2016 Credit Agreement, which replaced the 2014 Credit Agreement. The 2016 Credit Agreement provided for term loan facilities and a secured revolving credit facility, with a sublimit for letters of credit and swingline loans. Effective October 30, 2017, the Company entered into a Second Amendment to the 2016 Credit Agreement, which added $100,000 of capacity to its revolving line of credit to provide additional liquidity and flexibility. As amended, the 2016 Credit Agreement provides for a tranche A term loan facility in an amount equal to $455,000 , a tranche B term loan facility in an amount equal to $1,200,000 and a $570,000 secured revolving credit facility. Under this agreement, $1,025,000 matures on July 1, 2021 and $1,200,000 matures on July 1, 2023. Prior to maturity, amounts under the credit facility will be reduced by mandatory payments. Additional loans may be made available under the 2016 Credit Agreement upon request of the Company subject to specified terms and conditions, including receipt of lender commitments. Proceeds from the 2016 Credit Agreement may be used for working capital purposes, acquisitions, payment of dividends and other restricted payments, refinancing of indebtedness and other general corporate purposes. As of December 31, 2017, the Company had $570,000 borrowing capacity, subject to the covenants as described below. As of December 31, 2017 and 2016 , the Company has posted approximately $27,500 and $13,300 , respectively, in letters of credit as collateral for lease agreements and virtual card and fuel payment processing activity at its foreign subsidiaries. The Company had approximately $406,000 available under the revolving credit facility as of December 31, 2017. As of both December 31, 2017 and 2016 , amounts outstanding under the 2016 Credit Agreement bore a weighted average effective interest rate of 4.2% . Effective July 3, 2017, the Company repriced the secured term loans under the 2016 Credit Agreement (the “2016 First Amendment”), which reduced the applicable interest rate margin at current borrowing levels for both LIBOR borrowings and base rate borrowings for the Company's tranche A term loans and tranche B term loans. The consolidated leverage ratio as defined in the 2016 Credit Agreement (i.e. consolidated funded indebtedness less up to $350,000 in permitted securitization transactions of the Company and its subsidiaries to consolidated EBITDA) was also modified for purposes of calculating the interest rate margin for tranche A term loans and revolving loans and determining compliance with the financial covenant by allowing the Company to exclude up to $75 million of certain corporate cash balances for purposes of determining consolidated funded indebtedness. After giving effect to the terms of the 2016 First Amendment, amounts outstanding under the 2016 Credit Agreement were repriced to bear interest at a rate equal to, at the Company’s option, (a) the Eurocurrency Rate, as defined in the 2016 Credit Agreement, plus a margin of between 1.75% to 3.25% ( 2.75% at December 31, 2017 ) with respect to the revolving credit facility, between 1.75% to 2.75% ( 2.25% at December 31, 2017) with respect to the tranche A term loan facility, which represents a reduction of 50 basis points and 2.75% with respect to the tranche B term loan facility, which represents a reduction of 75 basis points (with the Eurocurrency Rate subject to a 0.00% floor), in each case, based on the consolidated leverage ratio or (b) the highest of (i) the Federal Funds Rate plus 0.50% , (ii) the prime rate announced by Bank of America, and (iii) the Eurocurrency Rate plus 1.00% , in each case plus a margin of 0.75% to 2.25% ( 1.75% at December 31, 2017 ) with respect to the revolving credit facility, 0.75% to 1.75% ( 1.25% at December 31, 2017) with respect to the tranche A term loan facility and 2.25% with respect to the tranche B term loan facility, with the margin determined in the case of the revolving credit facility and the tranche A term loan facility based on the consolidated leverage ratio. The Company maintains interest rate swap agreements to manage the interest rate risk associated with its outstanding variable-interest rate borrowings under the 2016 Credit Agreement. See Note 11 , Derivative Instruments , for further discussion. In addition, the Company has agreed to pay a quarterly commitment fee at a rate per annum ranging from 0.30% to 0.50% ( 0.45% at December 31, 2017 ) based on the consolidated leverage ratio of the daily unused portion of the 2016 Credit Agreement. The tranche B term loan facility was issued with an original issue discount of 1.00% . As the debt repricings under the 2016 First Amendment were not considered substantially different, the Company applied modification accounting and no gain or loss was recognized as a result of the debt modification. Amounts paid as part of this repricing were not material. The 2016 Credit Agreement requires the Company to prepay outstanding term loans, subject to certain exceptions: • solely with respect to the tranche B term loan facility, currently with 50% (subject to reduction to 25% and 0% based upon the Company’s consolidated leverage ratio) of the Company’s annual Excess Cash Flow (as defined in the 2016 Credit Agreement); • with 100% of the net cash proceeds of certain asset sales where the proceeds exceed certain thresholds, and certain casualty and condemnation events, subject to reinvestment rights and certain other exceptions; and • with 100% of the net cash proceeds of any incurrence or issuance of certain debt, other than debt permitted under the 2016 Credit Agreement. The Company may voluntarily prepay outstanding loans from time to time, subject to certain conditions, without premium or penalty other than customary “breakage” costs with respect to Eurocurrency Rate loans, provided, however, that if on or prior to the date that is six (6) months following the 2016 First Amendment effective date, the Company prepays any loans under the tranche B term loan facility in connection with a repricing transaction, the Company must pay a prepayment premium of 1.00% of the aggregate principal amount of the tranche B term loans so prepaid. The Company is required to make scheduled quarterly payments each equal to 1.25% in the case of the tranche A term loan facility, and 0.25% in the case of the tranche B term loan facility, of the original principal amount of the respective term loans made on the closing date, with the balance due at maturity. The 2016 Credit Agreement contains customary representations and warranties, as well as affirmative and negative covenants. The 2016 Credit Agreement also requires, solely for the benefit of the lenders under the tranche A term loan facility and the revolving credit facility, that the Company maintain at the end of each fiscal quarter the following financial ratios: • a consolidated EBITDA to consolidated interest charge coverage ratio of no less than 3.25 to 1.00 ; and • a consolidated funded indebtedness (excluding (i) up to an agreed amount of consolidated funded indebtedness under permitted securitization transactions and (ii) the non-recourse portion of any permitted factoring transaction) to consolidated EBITDA ratio of, initially, no more than 5.40 to 1.00 , which ratio shall step down to 5.25 to 1.00 at December 31, 2016 , 5.00 to 1.00 at December 31, 2017 , 4.25 to 1.00 at December 31, 2018 and 4.00 to 1.00 at December 31, 2019 . The obligations under the 2016 Credit Agreement are secured by a security interest in, subject to certain exceptions, substantially all of the assets of the Company pursuant to the terms of a U.S. Security Agreement, dated as of July 1, 2016 , in favor of Bank of America, as collateral agent for the lenders. Debt Covenants The 2016 Credit Agreement and the Indenture contain covenants that limit the Company and its subsidiaries’ ability and the ability of its restricted subsidiaries and, in certain limited circumstances, WEX Bank and the Company’s other regulated subsidiaries, to (i) incur additional debt, (ii) pay dividends or make other distributions on, redeem or repurchase capital stock, or make investments or other restricted payments, (iii) enter into transactions with affiliates, (iv) dispose of assets or issue stock of restricted subsidiaries or regulated subsidiaries, (v) create liens on assets, or (vi) effect a consolidation or merger or sell all, or substantially all, of the Company’s assets. These covenants are subject to important exceptions and qualifications. At any time that the Notes are rated investment grade, which is not currently the case, and subject to certain conditions, certain covenants will be suspended with respect to the Notes. WEX Bank and the Company’s other regulated subsidiaries will not be subject to some of the restrictive covenants in the Indenture that place limitations on the Company and its restricted subsidiaries’ actions, and where WEX Bank and the Company’s regulated subsidiaries are subject to covenants, there are significant exceptions and limitations on the application of those covenants to WEX Bank and the Company’s regulated subsidiaries. 2014 Credit Agreement On July 1, 2016, concurrently with the financing transactions discussed above, the Company repaid in full all outstanding amounts under the 2014 Credit Agreement and terminated all commitments by the lenders to extend further credit thereunder and all guarantees and security interests granted by the Company to the lenders thereunder. The Company did not incur any early termination penalties in connection with the termination of the 2014 Credit Agreement. As of June 30, 2016 , the Company had borrowings, net of loan origination fees, of $282,639 and $445,000 against its revolving credit facility and amortizing term loan arrangement, respectively. As of June 30, 2016 , amounts outstanding under the amortizing term loan bore interest at a rate of LIBOR plus 200 basis points. The revolving credit facility bore interest at a rate equal to, at the Company's option, (a) LIBOR plus 200 basis points, (b) the prime rate plus 100 basis points for domestic borrowings; and the Eurocurrency rate plus 200 basis points for international borrowings. Notes Outstanding On January 30, 2013, the Company completed a $400,000 offering in an aggregate principal amount of 4.750 percent senior notes due 2023 (the “Notes”) at an issue price of 100.0 percent of the principal amount, plus accrued interest, from January 30, 2013, in a private placement to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions pursuant to Regulation S under the Securities Act. The Notes were issued pursuant to the Indenture among the Company, the guarantors listed therein, and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will mature on February 1, 2023, and interest will accrue at the rate of 4.750 percent per annum. Interest is only payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2013. The Notes are guaranteed on a senior secured basis by each of the Company’s restricted subsidiaries and each of the Company’s regulated subsidiaries that guarantees the Company’s 2013 Credit Agreement, which, as of the issue date, consist of four of the Company’s restricted subsidiaries. WEX Bank, which represents a substantial amount of the Company’s operations, is not a guarantor and is not subject to many of the restrictive covenants in the indenture governing the Notes. The Notes and guarantees described above are general senior secured obligations ranking equally with the Company’s existing and future senior debt, senior in right of payment to all of the Company’s subordinated debt, and effectively equal in lien priority to the Company’s 2016 Credit Agreement. In addition, the Notes and the guarantees are structurally subordinated to all liabilities of the Company’s subsidiaries that are not guarantors, including WEX Bank. At any time on or after February 1, 2018, the Company may redeem the Notes, in whole or in part, at the following redemption prices (expressed as a percentage of principal amount of the Notes) if redeemed during the twelve month period beginning on February 1 of the following years: (i) 102.375 percent in 2018, (ii) 101.583 percent in 2019, (iii) 100.792 percent in 2020, and (iv) 100.0 percent in 2021 and thereafter; plus, in each case, accrued and unpaid interest, if any, to, but excluding, the date of redemption. At any time prior to February 1, 2018, the Company could have redeemed the Notes, in whole or in part, at a redemption price equal to 100.0 percent of the principal amount of such Notes redeemed plus a “make-whole” premium (as described in the Indenture), together with any accrued and unpaid interest, if any, to, but excluding, the date of redemption. Upon the occurrence of a change of control of the Company (as described in the Indenture), the Company must offer to repurchase the Notes at 101 percent of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Debt Commitments The table below summarizes the Company's annual principal payments on its term loans under the 2016 Credit Agreement for each of the next five years: 2018 $ 34,750 2019 34,750 2020 34,750 2021 364,625 2022 $ 12,000 WEX Latin America Securitization Facility During the second quarter of 2017, WEX Latin America entered into a securitized debt agreement to sell certain unsecured receivables associated with our salary payment card product to an investment fund managed by an unrelated third-party financial institution. Under the terms of the agreement, the investment fund's purchase price incorporates a discount relative to the face value of the transferred receivables. Additionally, the investment fund compensates WEX Latin America for continuing to service these receivables through their duration, which on average is less than six months. This securitization arrangement does not meet the derecognition conditions and accordingly WEX Latin America continues to report the transferred receivables in our consolidated balance sheet with no change in the basis of accounting. Additionally, we recognize the cash proceeds received from the investment fund and record offsetting securitized debt in our consolidated balance sheet. During 2017, WEX Latin America securitized approximately $49,100 of receivables to the investment fund for cash proceeds of approximately $43,800 . This $5,300 discount is recognized as operating interest in the Company's consolidated statements of income using the effective interest method over the weighted average term of the salary advances. The Company received approximately $3,000 of servicing fee income upon the sale of these receivables, which is recognized as other revenue in our consolidated statements of income on a straight-line basis over the anticipated loan servicing period. As of December 31, 2017, approximately $19,000 of securitized debt is recognized on our consolidated balance sheet related to this securitization arrangement. Australian Securitization Facility During the second quarter of 2017, the Company extended an existing securitized debt agreement with the Bank of Tokyo-Mitsubishi UFJ, Ltd. through April 2018. Under the terms of the agreement, each month, on a revolving basis, the Company sells certain of its Australian receivables to the Company's Australian Securitization Subsidiary. The Australian Securitization Subsidiary, in turn, uses the receivables as collateral to issue asset-backed commercial paper (“securitized debt”) for approximately 85 percent of the securitized receivables. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The Company pays a variable interest rate on the outstanding balance of the securitized debt, based on the Australian Bank Bill Rate plus an applicable margin. The interest rate was 2.53 percent and 2.65 percent as of December 31, 2017 and 2016 , respectively. The Company had securitized debt under this facility of approximately $90,000 and $78,600 as of December 31, 2017 and 2016 , respectively. European Securitization Facility On April 7, 2016, the Company entered into a five year securitized debt agreement with the Bank of Tokyo-Mitsubishi UFJ, Ltd. Under the terms of the agreement, the Company sells certain of its receivables from selected European countries to its European Securitization Subsidiary. The European Securitization Subsidiary, in turn, uses the receivables as collateral to issue securitized debt. The amount collected on the securitized receivables is restricted to pay the securitized debt and is not available for general corporate purposes. The amounts of receivables to be securitized under this agreement are determined by management on a monthly basis. The interest rate was 1.11 percent and 0.95 percent as of December 31, 2017 and 2016 , respectively. The Company had securitized debt under this facility of approximately $17,900 and $5,700 as of December 31, 2017 and 2016 , respectively. Debt Issuance Cost In the third quarter of 2016, the Company capitalized approximately $49,810 of debt issuance costs, including an original issue discount of $12,000 associated with the 2016 Credit Agreement. These debt issuance costs are being amortized into interest expense over the 2016 Credit Agreement's term using the effective interest method for the tranche A and B term loans and the revolver. Additionally, the Company expensed approximately $5,056 during the third quarter of 2016 related to noncapitalizable third-party costs incurred in connection with the modification of the certain 2014 Credit Agreement syndicate loans. The Company recognized a loss of $2,018 associated with the early extinguishment of the 2014 Credit Agreement during the year ended December 31, 2016, including a partial write-off of previously capitalized debt issuance costs and newly paid lender fees associated with the extinguishment of syndicate borrowings. In January 2016, the Company began to incur ticking fees for the debt financing commitment associated with the 2016 Credit Agreement in anticipation of the then pending acquisition of EFS. Pursuant to the terms set forth in the bank commitment letter, the ticking fees were calculated based on the financing commitment in the aggregate amount of $2,125,000 , and remained in place until the closing of the EFS acquisition on July 1, 2016 (see Note 3 , Business Acquisitions and Other Intangible Asset Acquisitions ). Total ticking fees expensed to financing interest were $30,045 for the year ended December 31, 2016. In conjunction with the continued negotiation of the Company's new credit agreement, the amount of ticking fees to be paid at the time of closing was reduced by $7,874 to $22,171 . The excess ticking fees were reflected as a reduction of the $49,810 debt issuance costs related to the 2016 Credit Agreement noted above and will be amortized over the 2016 Credit Agreement's term using the effective interest method for the tranche A and B term loans and the revolver. Other As of December 31, 2017 , WEX Bank pledged approximately $343,800 of fleet receivables held by WEX Bank to the Federal Reserve Bank as collateral for potential borrowings, through the Federal Reserve Bank Discount Window. Amounts that can be borrowed are based on the amount of collateral pledged to the Federal Reserve Bank and were $277,326 as of December 31, 2017 . WEX Bank had no borrowings on this line of credit through the Federal Reserve Bank Discount Window as of December 31, 2017 . |