DEBT | 9. DEBT Long-term debt consists of the following: June 30, 2017 December 31, 2016 First Lien Credit Agreement $ 440,000 $ 433,758 Term Loans (1) 121,915 118,503 Lines of Credit 7,626 19,360 Other 2,872 3,041 572,413 574,662 Less: discounts and fees, net of accumulated amortization (10,260 ) (4,330 ) Less: current maturities (45,711 ) (48,274 ) $ 516,442 $ 522,058 _____________________________ (1) Includes assigned clinic loans Scheduled maturities of long-term debt as of June 30, 2017 are as follows: 2017 (remainder) $ 26,768 2018 37,974 2019 35,506 2020 24,833 2021 17,380 Thereafter 429,952 $ 572,413 During the six months ended June 30, 2017 , the Company made mandatory principal payments of $1,159 under the First Lien Credit Agreement. As of June 30, 2017 , there were no borrowings outstanding under the Revolving Credit Facility as provided for under our First Lien Credit Agreement. Repayment of First Lien Credit Agreement and 2017 Credit Agreement On June 22, 2017, the Company entered into a new credit agreement (the “2017 Credit Agreement ” ) to refinance the credit facilities under the Company's existing First Lien Credit Agreement. The 2017 Credit Agreement provides the Company with (a) a $100,000 senior secured revolving credit facility (the “2017 Revolving Credit Facility ” ); (b) a $440,000 senior secured term B loan facility (the “2017 Term B Loan Facility ” ), and (c) an uncommitted incremental accordion facility equal to the sum of the greater of (i) $125,000 and (ii) 100% of Consolidated EBTIDA (as defined in the 2017 Credit Agreement) plus an amount such that certain leverage ratios will not be exceeded after giving pro forma effect to the increase. The Company borrowed the full amount of the 2017 Term B Loan Facility and used such borrowings to repay the outstanding balances under the First Lien Credit Agreement and to pay a portion of the transaction costs and expenses. The 2017 Revolving Credit Facility matures in June 2022 and the 2017 Term B Loan Facility matures in June 2024. The maturity date of each of the 2017 Revolving Credit Facility and the 2017 Term B Loan Facility is subject to extension with lender consent according to the terms of the 2017 Credit Agreement. The 2017 Credit Agreement provides that certain voluntary prepayments of the 2017 Term B Loan Facility prior to the six month anniversary of the closing date of the 2017 Credit Agreement are subject to a 1.00% soft-call prepayment premium. The 2017 Credit Agreement includes provisions requiring ARH to offer to prepay term B loans in an amount equal to (i) the net cash proceeds above certain thresholds received from (a) asset sales and (b) casualty events resulting in the receipt of insurance proceeds, subject to customary provisions for the reinvestment of such proceeds, (ii) the net cash proceeds from the incurrence of debt not otherwise permitted under the 2017 Credit Agreement, and (iii) a percentage of consolidated excess cash flow retained in the business from the preceding fiscal year minus voluntary prepayments. The term B loans under the 2017 Term B Loan Facility bear interest at a rate equal to, at the Company’s option, either (a) an alternate base rate equal to the higher of (1) the prime rate in effect on such day, (2) the federal funds effective rate plus 0.5% and (3) the Eurodollar rate applicable for a one-month interest period plus 1.0% , plus an applicable margin of 2.25% , (collectively, the “ABR Rate”) or (b) LIBOR, adjusted for changes in Eurodollar reserves, plus a margin of 3.25% . The Company is required to make amortization payments on the term B loans under the 2017 Term B Loan Facility in equal quarterly installments of $1,100 . As of June 30, 2017, interest payable quarterly was 4.47% per annum Any outstanding loans under the 2017 Revolving Credit Facility bear interest at a rate equal to at the Company’s option, the ABR Rate or LIBOR, plus, in each case, an applicable margin priced off a grid based upon the consolidated total net leverage ratio of the Company and its restricted subsidiaries. The initial rate under the 2017 Credit Agreement as of June 30, 2017 was LIBOR plus 2.50% . The commitment fee applicable to undrawn revolving commitments under the 2017 Revolving Credit Facility is also priced off a grid based upon the consolidated total net leverage ratio of the Company and its restricted subsidiaries, and as of June 30, 2017, the fee was 0.50% . The 2017 Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to accelerate payment of the full amounts outstanding. Additionally, the 2017 Credit Agreement contains customary representations and warranties, affirmative covenants and negative covenants, including restrictive financial and operating covenants. These include covenants that restrict the Company’s and its restricted subsidiaries’ ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The obligations of the Company under the 2017 Credit Agreement are guaranteed by American Renal Holdings Intermediate Company, LLC and all of its existing and future wholly owned domestic subsidiaries (collectively, the “Guarantors”) and secured by a pledge of all of the Company’s capital stock and substantially all of the assets of the Company and the Guarantors, including their respective interests in their joint ventures. The Company incurred $9,259 of costs associated with these refinancing activities, of which $717 were charged as transactions costs and $8,542 were deferred upon execution of the 2017 Credit Agreement. The write-off of deferred financing fees and discounts in the amount of $526 were charged as early extinguishment of debt. Interest Rate Swap Agreements In May 2013, the Company entered into two interest rate swap agreements (the ‘‘2013 Swaps’’) with notional amounts totaling $320,000 , as a means of fixing the floating interest rate component on $400,000 of its variable-rate debt under the Term B Loans. The 2013 Swaps were designated as a cash flow hedge, and terminated on March 31, 2017. In March 2017, the Company entered into a forward starting interest rate swap agreement (the “2017 Swap”) with a notional amount of $133,000 , as a means of fixing the floating interest rate component on $440,000 of its variable-rate debt under the term B loans, with an effective date of March 31, 2018. The 2017 Swap is designated as a cash flow hedge, with a termination date of March 31, 2021. As a result of the application of hedge accounting treatment, to the extent the 2013 Swaps and 2017 Swap are effective, the unrealized gains and losses related to the derivative instrument are recorded in accumulated other comprehensive income (loss) and are reclassified into operations in the same period in which the hedged transaction affects earnings and to the extent the Swaps are ineffective and produces gains and losses differently from the losses or gains being hedged, the ineffectiveness portion is recognized in earnings immediately. Hedge effectiveness is tested quarterly. We do not use derivative instruments for trading or speculative purposes. During the six months ended June 30, 2017, amounts previously recorded in accumulated other comprehensive loss related to the 2013 Swaps, totaling $501 , have been reclassified into earnings over the term of the previously hedged borrowing using the swaplet method. The Company reclassified $100 previously recorded in accumulated other comprehensive loss into interest expense during the six months ended June 30, 2017. The 2013 Swaps matured on March 31, 2017. Interest Rate Cap Agreements In March 2017, the Company entered into two interest rate cap agreements (the “Caps”) with notional amounts totaling $147,000 , as a means of capping the floating interest rate component on $440,000 of its variable‑rate debt under the term B loans. The Caps are designated as a cash flow hedge, with a termination date of March 31, 2021. As a result of the application of hedge accounting treatment, to the extent the Caps are effective, the unrealized gains and losses related to the derivative instrument are recorded in accumulated other comprehensive income (loss) and are reclassified into operations in the same period in which the hedged transaction affects earnings and to the extent the Caps are ineffective and produces gains and losses differently from the losses or gains being hedged, the ineffective portion is recognized in earnings immediately. Hedge effectiveness is tested quarterly. The Company does not use derivative instruments for trading or speculative purposes. As more fully described within Note 5 - Fair Value Measurements , the Company uses a three‑level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value of the interest rate swap agreements and Caps are recorded at fair value based upon valuation models utilizing the income approach and commonly accepted valuation techniques that use inputs from closing prices for similar assets and liabilities in active markets as well as other relevant observable market inputs at quoted intervals such as current interest rates, forward yield curves, and implied volatility. The Company does not believe the ultimate amount that could be realized upon settlement of these interest rate swaps would be materially different from the fair values currently reported. |