Long-Term Debt | 3 Months Ended |
Dec. 31, 2014 |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4. Long-Term Debt |
As of December 31, 2014 and September 30, 2014, the Company’s long-term debt consisted of the following: |
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| | | | | | | | |
(in thousands) | | December 31, | | | September 30, | |
2014 | 2014 |
Term loan principal and interest due in quarterly installments through January 31, 2021, subject to acceleration to November 15, 2017 | | $ | 595,500 | | | $ | 597,000 | |
Original issue discount on term loan, net of accumulated amortization | | | (1,136 | ) | | | (1,235 | ) |
Senior notes, due February 15, 2018; semi-annual cash interest payments due each February 15th and August 15th (interest rate of 12.50%) | | | 50,000 | | | | 212,000 | |
Original issue discount and initial purchaser discount on senior notes, net of accumulated amortization | | | (997 | ) | | | (4,570 | ) |
| | | | | | | | |
| | | 643,367 | | | | 803,195 | |
Less current portion | | | 6,000 | | | | 168,000 | |
| | | | | | | | |
Long-term debt | | $ | 637,367 | | | $ | 635,195 | |
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Senior Secured Credit Facilities |
On January 31, 2014, NMHI and NMH Holdings, LLC entered into a new senior credit agreement (the “senior credit agreement”) with Barclays Bank PLC, as administrative agent, and the other agents and lenders named therein, for the new senior secured credit facilities (the “senior secured credit facilities”), consisting of a $600.0 million term loan facility (the “term loan facility”), of which $50.0 million was deposited in a cash collateral account in support of issuance of letters of credit under an institutional letter of credit facility (the “institutional letter of credit facility”), and a $100.0 million senior secured revolving credit facility (the “senior revolver”). |
Term loan |
As of December 31, 2014 and September 30, 2014, the Company had $595.5 million and $597.0 million, respectively, of borrowings under the term loan. At December 31, 2014, the variable interest rate on the term loan was 4.25%. At September 30, 2014, the variable interest rate on the term loan was 4.75%. |
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Senior revolver |
During the three months ended December 31, 2014, the Company had borrowings and repayments of $2.5 million on the senior revolver. At December 31, 2014 and September 30, 2014, the Company had no outstanding borrowings under the senior revolver. |
At September 30, 2014, the Company had $100.0 million of available credit under the senior revolver. On October 21, 2014, the Company increased the revolving commitment under the senior revolver by $20.0 million, on terms identical to those applicable to the existing senior revolver. At December 31, 2014, the Company had $119.1 million of available credit under the senior revolver. |
The Company had $48.4 million and $44.3 million of standby letters of credit issued under the institutional letter of credit facility primarily related to the Company’s workers’ compensation insurance coverage at December 31, 2014 and September 30, 2014, respectively. The Company also issued $0.9 million of standby letters of credit under the senior revolver at December 31, 2014. The Company’s institutional letter of credit facility provided for the issuance of letters of credit up to the $50.0 million limit, subject to certain maintenance and issuance limitations, and letters of credit in excess of that amount reduced availability under the Company’s senior revolver. The interest rate for borrowings under the senior revolver was 5.5% and 6.0% as of December 31, 2014 and September 30, 2014, respectively. |
The senior revolver includes borrowing capacity available for borrowings on same-day notice, referred to as the “swingline loans.” Any swingline loans or other borrowings under the senior revolver would have maturities less than one year, and would be reflected under current portion of long-term debt on the Company’s consolidated balance sheets. |
Senior Notes |
In February 2011, the Company issued $250.0 million of 12.5% senior notes due 2018 (the “senior notes”). As of September 30, 2014, the Company had $212.0 million of aggregate principal amount of senior notes outstanding. On October 17, 2014, the Company paid $175.6 million to redeem $162.0 million in aggregate principal of senior notes plus accrued interest of $3.5 million using proceeds from the Civitas initial public offering. In accordance with the provisions of the indenture governing the senior notes, the amount paid included an associated call premium of $10.1 million. As a result of this redemption, the company expensed deferred financing fees of $0.8 million, original issue discount of $3.4 million, and the call premium of $10.1 million resulting in $14.3 million of expense reflected in extinguishment of debt in the statement of operations. As of December 31, 2014, the Company had $50.0 million of aggregate principal amount of senior notes outstanding. |
On February 2, 2015, the Company issued a conditional notice of redemption for all of its outstanding senior notes. The Company intends to refinance the remaining outstanding senior notes as market conditions permit. If the refinancing is successful, the senior notes would be retired on March 4, 2015. |
Covenants |
The senior credit agreement and the indenture governing the senior notes contain negative financial and non-financial covenants, including, among other things, limitations on the ability of the Company and its subsidiaries to incur additional debt, create liens on assets, transfer or sell assets, pay dividends, redeem stock or make other distributions or investments, and engage in certain transactions with affiliates. |
In addition, the senior credit agreement contains a springing financial covenant. If, at the end of any fiscal quarter, the Company’s usage of the senior revolver exceeds 30% of the commitments thereunder, it is required to maintain at the end of each such fiscal quarter a consolidated first lien leverage ratio of not more than 5.50 to 1.00. This consolidated first lien leverage ratio will step down to 5.00 to 1.00 commencing with the fiscal quarter ending March 31, 2017. The springing financial covenant was not in effect as of December 31, 2014 or September 31, 2014 as Company’s usage of the senior revolver did not exceed the threshold for that quarter. |
The senior credit agreement also contains a number of covenants that, among other things, restrict, subject to certain exceptions, Company’s ability and that of its subsidiaries to: (i) incur additional indebtedness; (ii) create liens on assets; (iii) engage in mergers or consolidations; (iv) sell assets; (v) pay dividends and distributions or repurchase our capital stock; (vi) enter into swap transactions; (vii) make investments, loans or advances; (viii) repay certain junior indebtedness; (ix) engage in certain transactions with affiliates; (x) enter into sale and leaseback transactions; (xi) amend material agreements governing certain of its junior indebtedness; (xii) change its lines of business; (xiii) make certain acquisitions; and (xiv) limitations on the letter of credit cash collateral account. If the Company withdraws any of the $50.0 million from the cash collateral account supporting the issuance of letters of credit, it must use the cash to either prepay the term loan facility or to secure any other obligations under the senior secured credit facilities in a manner reasonably satisfactory to the administrative agent. The senior credit agreement contains customary affirmative covenants and events of default. |
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Derivatives |
The Company entered into an interest rate swap in a notional amount of $400.0 million effective March 31, 2011, which expired on September 30, 2014. The Company accounted for the interest rate swap as a cash flow hedge and the effectiveness of the hedge relationship was assessed on a quarterly basis. The fair value of the swap agreement, representing the price that would be paid to transfer the liability in an orderly transaction between market participants, was $2.4 million or $1.5 million after taxes, at December 31, 2013. The fair value was recorded in current liabilities and was determined based on pricing models and independent formulas using current assumptions. The change in fair market value of $0.5 million, including a tax effect of $0.3 million, was recorded in the consolidated statements of comprehensive loss for the three months ended December 31, 2013. |
On January 20, 2015, the Company entered into two new interest rate swap agreements in an aggregate notional amount of $375.0 million in order to reduce the variability of cash flows of our variable rate debt. The Company entered into these interest rate swaps to hedge the risk of changes in the floating rate of interest on borrowings under the term loan. Under the terms of the swaps, the Company will receive from the counterparty a quarterly payment based on a rate equal to the greater of 3-month LIBOR or 1.00% per annum, and the Company will make payments to the counterparty based on a fixed rate of 1.795% per annum, in each case on the notional amount of $375.0 million, settled on a net payment basis. |