Long-Term Debt | 11. Long-Term Debt Long-term debt consisted of: Interest September 30, December 31, (in $ thousands) rate Maturity 2018 2017 Senior Secured Credit Agreement Term loans – (2018 Credit Agreement) (1) L+2.50% March 2025 $ 1,379,511 $ — Term loans – (2014 Credit Agreement) (2) L+2.75% September 2021 — 2,124,439 Revolver borrowings – (2018 Credit Agreement) L+2.25% September 2022 — — Revolver borrowings – (2014 Credit Agreement) L+2.50% September 2022 — — Senior Secured Notes Senior secured notes (3) 6.00% March 2026 737,881 — Capital leases and other indebtedness 147,156 105,574 Total debt 2,264,548 2,230,013 Less: current portion 58,377 64,291 Long-term debt $ 2,206,171 $ 2,165,722 _____________________ (1) As of September 30, 2018, the principal amount of term loans outstanding under the 2018 Credit Agreement (as defined below) was $1,393 million, which is netted for unamortized debt discount of $6 million and unamortized debt finance costs of $7 million. (2) As of December 31, 2017, the principal amount of term loans outstanding under the 2014 Credit Agreement (as defined below) was $2,154 million, which is netted for unamortized debt discount of $17 million and unamortized debt finance costs of $13 million. (3) As of S e ptember 30, 2018, the principal amount of senior secured notes outstanding was $745 million, which is netted for unamortized debt finance costs of $7 million. Senior Secured Credit Agreement In March 2018, Travelport Finance (Luxembourg) S.à r.l. (the “Borrower”), a wholly-owned subsidiary of the Company, entered into a new senior secured credit agreement (the “2018 Credit Agreement”). Under the 2018 Credit Agreement, the lenders agreed to extend credit to the Borrower in the form of (a) initial secured term loans in an aggregate principal amount of $1,400 million maturing in March 2025, issued at a discount of 0.50% , which amortizes in quarterly installments, commencing August 31, 2018, equal to 0.25% of the original principal amount of the term loans (which payments can be reduced as a result of prepayments in accordance with the 2018 Credit Agreement) , with the balance payable at maturity and (b) a revolving credit facility in an aggregate principal amount of $150 million maturing in September 2022. The Company used the proceeds from these term loans , together with the proceeds from the issuance of senior secured notes (discussed below) and cash on the balance sheet, to repay the outstanding balance remaining of the term loans under the previous senior secured credit agreement (the “2014 Credit Agreement”) and to pay the related transaction expenses and fees. Upon the repayment in full of the obligations, the 2014 Credit Agreement was terminated. The Company recorded the debt refinancing transaction as the issuance of new debt and extinguishment of prior debt and recognized a loss on early extinguishment of debt of $28 million in its consolidated condensed statements of operations for the nine months ended September 30, 2018. Under the 2018 Credit Agreement, the interest rate per annum applicable to (a) the term loans is based on, at the election of the Borrower, LIBOR plus 2.50% or base rate (as defined in the 2018 Credit A greement) plus 1.50% and (b) the borrowings under revolving credit facility, at the election of the Borrower, LIBOR plus 2.25% or base rate (as defined in the 2018 Credit A greement) plus 1.25% . LIBOR rates and base rates have a floor of 0.00% . The Company expects to pay interest based on LIBOR. Further, during the nine months ended September 30, 2018, the Company (i) repaid $8 million principal amount of term loans outstanding under the 2018 Credit Agreement, including a $4 million voluntary prepayment, (i i) repaid $6 million principal amount of term loans outstanding under the 2014 Credit Agreement, (ii i ) amortized $ 2 million of debt finance costs and $1 million of debt discount, (i v ) repaid $ 28 million under its capital lease obligations and entered into new capital leases arrangements for information technology assets resulting in a $72 million increase in capital lease obligations and ( v ) repaid $3 million under its other indebtedness obligations. The Company is not contractually required to repay quarterly installments of the term loans until the first quarter of 2019. However, the Company has classified a portion of its term loans (along with the contractual quarterly installments) as current portion of long-term debt as the Company intends and is able to make additional voluntary prepayments of the term loans from cash flow from operations, which the Company expect s to occur within the next twelve months. The amount of any such prepayments may vary based on the Company’s actual cash flow generation and needs, as well as general economic conditions. As discussed above, in March 2018, the Borrower entered into a new revolving credit facility under the 2018 Credit Agreement with a consortium of banks. The lenders, terms, credit facility amount and maturity date under the new revolving credit facility are substantially the same as under the 2014 Credit Agreement, except for the reduction in interest rates discussed above. Under the new terms, the Borrower has a $150 million revolving credit facility, which contains a letter of credit sub-limit up to a maximum of $100 million. As of September 30, 2018, there were no outstanding borrowings under the revolving credit facility under the 2018 Credit Agreement, and $ 5 million was utilized for the issuance of letters of credit, with a balance of $ 145 million remaining. Senior Secured Notes In March 2018, Travelport Corporate Finance PLC (the “Issuer”), a wholly-owned subsidiary of the Company, issued a principal amount of $745 million in senior secured notes due in March 2026 with a stated interest rate of 6.00% per annum. The proceeds were used to repay a portion of the term loans outstanding under the 2014 Credit Agreement. The interest on the senior secured notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing September 15, 2018. Debt Maturities Aggregate maturities of debt as of September 30, 2018 are as follows: Capital Leases (in $ thousands) Term Senior Secured and Other Year ending September 30, Loans Notes Indebtedness 2019 $ 14,000 $ — $ 44,378 2020 14,000 — 42,198 2021 14,000 — 36,038 2022 14,000 — 23,321 2023 14,000 — — Thereafter 1,322,500 745,000 1,221 1,392,500 745,000 147,156 Less: Unamortized debt finance cost (6,551) (7,119) — Less: Unamortized debt discount (6,438) — — Total debt $ 1,379,511 $ 737,881 $ 147,156 Debt Finance Costs The Company had unamortized debt finance costs of (i) $7 million and $13 million as of September 30, 2018 and December 31, 2017, respectively, in relation to its term loans under the 2018 Credit Agreement and the 2014 Credit Agreement, respectively, which are presented as a deduction from the principal amount of the term loans, (ii) $7 million as of September 30, 2018 in relation to its senior secured notes, which are presented as a deduction from the principal amount of senior secured notes, and (iii) $2 million as of both September 30, 2018 and December 31, 2017 in relation to its revolving credit facility, which are capitalized within other non-current assets on the consolidated condensed balance sheets. The debt finance costs are amortized over the term of the related debt as part of interest expense in the consolidated condensed statements of operations. The movements in total unamortized debt finance costs for the nine months ended September 30, 2018 and 2017 are summarized below: Nine Months Nine Months Ended September 30, Ended September 30, (in $ thousands) 2018 2017 Balance as of January 1 $ 14,708 $ 22,855 Capitalization of debt finance costs 14,799 686 Amortization (2,139) (4,033) Write-off on early extinguishment of debt (12,078) (3,306) Balance as of September 30 $ 15,290 $ 16,202 Debt Covenants and Guarantees The 2018 Credit Agreement and the Indenture governing the senior secured notes contain financial and other covenants, including: limitations on the ability of Travelport Limited, a wholly-owned subsidiary of the Company and the Borrower’s and the Issuer’s immediate parent entity (the “Parent Guarantor”) and its restricted subsidiaries to incur debt or liens or make certain investments and acquisitions and restricted payments, limitations on transactions with affiliates and certain restrictions on the sale of assets. A violation of these covenants could result in the Parent Guarantor and its restricted subsidiaries being prohibited from making certain restricted payments, including dividends, or cause a default under the 2018 Credit Agreement or the Indenture, which would permit the participating lenders to restrict the Parent Guarantor’s and its restricted subsidiaries’ ability to access the revolving credit facility and require the immediate repayment of any outstanding advances made under the 2018 Credit Agreement or the Indenture. Solely in the case of the revolving credit facility under the 2018 Credit Agreement, if the amount outstanding under the revolving credit facility exceeds a certain threshold, there is a requirement to maintain a first lien leverage ratio. The senior secured notes are guaranteed fully and unconditionally on a senior secured basis by the Parent Guarantor and certain of its existing and future wholly-owned subsidiaries that also guarantee the facilities under the 2018 Credit Agreement. The senior secured notes and related guarantees are secured on a first-priority basis by security interests in all of the Issuer’s and the guarantors’ assets that also secure the facilities under the 2018 Credit Agreement on a first-priority basis. As of September 30, 2018, the Company was in full compliance with all restrictive and financial covenants related to its debt. |