Debt | Debt The components of long-term debt as of March 31, 2019 , and December 31, 2018 , were as follows: March 31, December 31, Master note and security agreement $ 94.4 $ 96.2 Term loan A 32.4 281.3 Term loan B 485.4 279.5 Revolving credit facility 250.7 — Senior unsecured notes 243.5 243.5 International term loans 19.8 17.8 International revolving credit facilities 10.2 11.8 Other 2.3 2.6 Debt issuance costs (11.8 ) (7.2 ) Total debt $ 1,126.9 $ 925.5 Less: short-term debt and current portion of long-term debt (52.4 ) (42.9 ) Long-term debt $ 1,074.5 $ 882.6 Fair Value of Debt Based upon the interest rates available to the Company for borrowings with similar terms and maturities, the fair value of the Company’s total debt was approximately $1.1 billion and $0.9 billion at March 31, 2019 , and December 31, 2018 , respectively. The fair value determination of the Company’s total debt was categorized as Level 2 in the fair value hierarchy (see Note 12 , “ Financial Instruments and Fair Value Measurements ,” for the definition of Level 2 inputs). 2019 Senior Secured Credit Facility Amendment The Company completed the third amendment to the April 28, 2014 Senior Secured Credit Facility on January 31, 2019 . This third amendment was completed to provide Quad with the liquidity and structural flexibility to consummate the proposed acquisition of LSC Communications, Inc. (“ LSC ”) and to extend existing maturities by (a) increasing the aggregate amount of the existing revolving credit facility from $725.0 million to $800.0 million in two tranches, with the first tranche of approximately $82.8 million maturing on January 4, 2021 , and the second tranche of approximately $717.2 million , with a term of five years, maturing on January 31, 2024 ; (b) increasing the aggregate amount of the existing Term Loan A from $375.0 million to $825.0 million in two tranches, with the first tranche of approximately $32.4 million maturing on January 4, 2021 , and the second tranche of approximately $792.6 million , with a delayed draw feature and term of five years, maturing on January 31, 2024 ; and (c) increasing the aggregate amount of the existing Term Loan B from $300.0 million to $500.0 million with a term of seven years, maturing on January 31, 2026 . The Company intends that the loans available under the amended revolving credit facility will be used to repay, refinance, repurchase, redeem, exchange or otherwise terminate LSC ’s existing indebtedness prior to, in connection with or following the consummation of the merger, and to pay transaction expenses. Certain amendments were made to the quarterly financial covenants to which the Company is subject (all financial terms, numbers and ratios are as defined in the Senior Secured Credit Facility, as amended by the third amendment). Borrowings under the revolving credit facility and delayed draw Term Loan A made under the Senior Secured Credit Facility will initially bear interest at 2.50% in excess of reserve adjusted London Interbank Offered Rate (“ LIBOR ”), or 1.50% in excess of an alternate base rate, and borrowing under the Term Loan B will initially bear interest at 5.00% in excess of reserve adjusted LIBOR, or 4.00% in excess of an alternative base rate at the Company’s option. The Senior Secured Credit Facility remains secured by substantially all of the unencumbered assets of the Company. The Senior Secured Credit Facility also requires the Company to provide additional collateral to the lenders in certain limited circumstances. The Company incurred $20.2 million in debt issuance costs in conjunction with the third amendment to the Company’s Senior Secured Credit Facility. In accordance with the accounting guidance for the treatment of debt issuance costs in a debt extinguishment, of the $20.2 million in new debt issuance costs, $6.0 million was classified as a reduction of long-term debt in the condensed consolidated balance sheets and $14.2 million was expensed and was classified as loss on debt extinguishment in the condensed consolidated statements of operations during the three months ended March 31, 2019 . In addition, a new original issue discount of $15.0 million related to the Term Loan B of the Senior Secured Credit Facility was classified as a reduction of long-term debt in the condensed consolidated balance sheets. Debt Issuance Costs and Original Issue Discount Activity impacting the Company’s debt issuance costs for the three months ended March 31, 2019 , was as follows: Capitalized Debt Balance at December 31, 2018 $ 7.2 Debt issuance costs from January 31, 2019 debt financing arrangement 6.0 Loss on debt extinguishment from February 10, 2017 debt financing arrangement (0.7 ) Amortization of debt issuance costs (0.7 ) Balance at March 31, 2019 $ 11.8 Activity impacting the Company’s original issue discount for the three months ended March 31, 2019 , was as follows: Original Issue Discount Balance at December 31, 2018 $ 1.0 Original issue discount from January 31, 2019 debt financing arrangement 15.0 Loss on debt extinguishment from February 10, 2017 debt financing arrangement (1.0 ) Amortization of original issue discount (0.4 ) Balance at March 31, 2019 $ 14.6 2019 Loss on Debt Extinguishment The loss on debt extinguishment recorded during the three months ended March 31, 2019 , was comprised of the following: Loss on Debt Extinguishment Debt issuance costs: Debt issuance costs from February 10, 2017 debt financing arrangement $ 0.7 Debt issuance costs from January 31, 2019 debt financing arrangement 14.2 Original issue discount: Original issue discount from February 10, 2017 debt financing arrangement 1.0 Total $ 15.9 Covenants and Compliance The Company’s various lending arrangements include certain financial covenants (all financial terms, numbers and ratios are as defined in the Company’s debt agreements). Among these covenants, the Company was required to maintain the following as of March 31, 2019 : • Total Leverage Ratio. On a rolling twelve-month basis, the total leverage ratio, defined as total consolidated debt to consolidated EBITDA, shall not exceed 3.75 to 1.00 (for the twelve months ended March 31, 2019 , the Company’s total leverage ratio was 2.90 to 1.00). • Liquidity. The Company is required to maintain liquidity, defined as unrestricted cash and permitted investments of the Company and its subsidiaries (subject to certain conditions) plus the aggregate amount of the unused revolving credit facility commitments, of not less than $300.0 million at any time during the period from six months prior to the maturity date of the Company’s unsecured 7.0% senior notes maturing on May 1, 2022 , (the “ Senior Unsecured Notes ”) until the earlier of the date on which (a) such Senior Unsecured Notes are repaid in full or (b) the maturity date of such Senior Unsecured Notes is extended to a date that is at least 91 days later than the latest maturity date under the Senior Secured Credit Facility. As of March 31, 2019 , the liquidity covenant is not applicable, as the Company is not within the six month period prior to the May 1, 2022, maturity date of the Senior Unsecured Notes. • If there is any amount outstanding on the Revolving Credit Facility or Term Loan A, or if any lender has any revolving credit exposure or Term Loan A credit exposure, the Company is required to maintain the following: ◦ Senior Secured Leverage Ratio. On a rolling twelve-month basis, the senior secured leverage ratio, defined as senior secured net debt to consolidated EBITDA, shall not exceed 3.50 to 1.00 (for the twelve months ended March 31, 2019 , the Company’s senior secured leverage ratio was 2.26 to 1.00). ◦ Interest Coverage Ratio. On a rolling twelve-month basis, the interest coverage ratio, defined as consolidated EBITDA to consolidated cash interest expense, shall not be less than 3.00 to 1.00 (for the twelve months ended March 31, 2019 , the Company’s interest coverage ratio was 5.38 to 1.00). The indenture underlying the Company’s $300.0 million aggregate principal amount of Senior Unsecured Notes contains various covenants, including, but not limited to, covenants that, subject to certain exceptions, limit the Company’s and its restricted subsidiaries’ ability to incur and/or guarantee additional debt; pay dividends, repurchase stock or make certain other restricted payments; enter into agreements limiting dividends and certain other restricted payments; prepay, redeem or repurchase subordinated debt; grant liens on assets; enter into sale and leaseback transactions; merge, consolidate, transfer or dispose of substantially all of the Company’s consolidated assets; sell, transfer or otherwise dispose of property and assets; and engage in transactions with affiliates. In addition to those covenants, the Senior Secured Credit Facility also includes certain limitations on acquisitions, indebtedness, liens, dividends and repurchases of capital stock, including the following: • If the Company’s total leverage ratio is greater than 2.75 to 1.00 (as defined in the Senior Secured Credit Facility), the Company is prohibited from making greater than $120.0 million of annual dividend payments, capital stock repurchases and certain other payments. If the total leverage ratio is less than 2.75 to 1.00, there are no such restrictions. As the Company’s total leverage ratio as of March 31, 2019 , was 2.90 to 1.00, the limitations described above are currently applicable. • If the Company’s senior secured leverage ratio is greater than 3.00 to 1.00 or the Company’s total leverage ratio is greater than 3.50 to 1.00 (these ratios as defined in the Senior Secured Credit Facility), the Company is prohibited from voluntarily prepaying any of the Senior Unsecured Notes and from voluntarily prepaying any other unsecured or subordinated indebtedness, with certain exceptions (including any mandatory prepayments on the Senior Unsecured Notes or any other unsecured or subordinated debt). If the senior secured leverage ratio is less than 3.00 to 1.00 and the total leverage ratio is less than 3.50 to 1.00, there are no such restrictions. |