Credit Arrangements and Debt Obligations | CREDIT ARRANGEMENTS AND DEBT OBLIGATIONS Senior Secured Credit Facilities The Company's senior secured credit facilities consist of a term loan B facility of $600 million (“term loan B”) and a term loan A facility of $400 million (“term loan A”), collectively the “term loan facilities” or “term loans,” as well as a $400 million multi-currency revolving credit facility (“revolving credit facility”). Long term debt obligations were as follows: March 31, 2022 December 31, 2021 (In thousands) Term loan B $ 598,500 $ 600,000 Term loan A 397,500 400,000 Deferred financing costs and original issue discount (7,308) (7,604) Total debt 988,692 992,396 Less current maturities (16,000) (16,000) Long-term debt $ 972,692 $ 976,396 All borrowings under the credit facilities are subject to variable interest. The effective interest rate for the term loans was 2.53% and 2.29% at March 31, 2022 and December 31, 2021, respectively, and the weighted average interest rate was 2.34% and 2.50% for the three months ended March 31, 2022 and 2021, respectively, prior to the effects of any interest rate hedge arrangements. The weighted average interest rate for the revolving credit facility was 4.25% and 4.50% for the three months ended March 31, 2022 and 2021, respectively. Term Loan B Facility The seven Term Loan A Facility The five Revolving Credit Facility The $400 million multi-currency revolving credit facility matures on May 26, 2026. There were no borrowings outstanding on the revolving credit facility at both March 31, 2022 and December 31, 2021. Borrowings under the revolving credit facility bear interest at a rate per annum ranging from 0.50% to 0.75% over the base rate, subject to an interest rate floor of 1.00%, or 1.50% to 1.75% over the eurocurrency rate. Debt Covenants All obligations under the senior secured credit facilities are secured by substantially all the assets of the Company’s material U.S. subsidiaries. The senior secured credit facilities contain a number of covenants that, among other things and subject to certain exceptions, may restrict the ability of Bright Horizons Family Solutions LLC, the Company’s wholly-owned subsidiary, and its restricted subsidiaries, to: incur liens; make investments, loans, advances and acquisitions; incur additional indebtedness or guarantees; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; engage in transactions with affiliates; sell assets, including capital stock of the Company’s subsidiaries; alter the business conducted; enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends; and consolidate or merge. In addition, the credit agreement governing the senior secured credit facilities requires Bright Horizons Capital Corp., the Company's direct subsidiary, to be a passive holding company, subject to certain exceptions. The term loan A and the revolving credit facility require Bright Horizons Family Solutions LLC, the borrower, and its restricted subsidiaries, to comply with a maximum first lien net leverage ratio not to exceed 4.25 to 1.00. A breach of the applicable covenant is subject to certain equity cure rights. Future principal payments of long-term debt are as follows for the years ending December 31: Long-term debt (In thousands) Remainder of 2022 $ 12,000 2023 16,000 2024 18,500 2025 28,500 2026 351,000 Thereafter 570,000 Total future principal payments $ 996,000 Derivative Financial Instruments The Company is subject to interest rate risk as all borrowings under the senior secured credit facilities are subject to variable interest rates. The Company's risk management policy permits using derivative instruments to manage interest rate and other risks. The Company uses interest rate swaps and caps to manage a portion of the risk related to changes in cash flows from interest rate movements. In June 2020, the Company entered into interest rate cap agreements with a total notional value of $800 million, designated and accounted for as cash flow hedges from inception, to provide the Company with interest rate protection in the event the one-month LIBOR rate increases above 1%. Interest rate cap agreements for $300 million notional value have an effective date of June 30, 2020 and expire on October 31, 2023, while interest rate cap agreements for another $500 million notional amount have an effective date of October 29, 2021 and expire on October 31, 2023. In December 2021, the Company entered into additional interest rate cap agreements with a total notional value of $900 million designated and accounted for as cash flow hedges from inception. Interest rate cap agreements for $600 million, which have a forward starting effective date of October 31, 2023 and expire on October 31, 2025, provide the Company with interest rate protection in the event the one-month LIBOR rate increases above 2.5%. Interest rate cap agreements for $300 million, which have a forward starting effective date of October 31, 2023 and expire on October 31, 2026, provide the Company with interest rate protection in the event the one-month LIBOR rate increases above 3.0%. The fair value of the derivative financial instruments was as follows for the periods presented: Derivative financial instruments Consolidated balance sheet classification March 31, 2022 December 31, 2021 (In thousands) Interest rate caps - asset Other assets $ 33,722 $ 8,809 The effect of the derivative financial instruments on other comprehensive income (loss) was as follows: Derivatives designated as cash flow hedging instruments Amount of gain (loss) recognized in other comprehensive income (loss) Consolidated statement of income classification Amount of net gain (loss) reclassified into earnings Total effect on other comprehensive income (loss) (In thousands) (In thousands) Three months ended March 31, 2022 Cash flow hedges $ 24,913 Interest expense — net $ (103) $ 25,016 Income tax effect (6,652) Income tax expense (449) (6,203) Net of income taxes $ 18,261 $ (552) $ 18,813 Three months ended March 31, 2021 Cash flow hedges $ 978 Interest expense — net $ (1,450) $ 2,428 Income tax effect (261) Income tax expense 387 (648) Net of income taxes $ 717 $ (1,063) $ 1,780 During the next twelve months, the Company estimates that a net gain of $6.2 million, pre-tax, will be reclassified from accumulated other comprehensive income (loss) and recorded as a reduction to interest expense related to these derivative financial instruments. |