Debt | 3 Months Ended |
Mar. 31, 2014 |
Debt | ' |
13. Debt |
Debt consists of the following: |
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| | March 31, | | | December 31, | |
2014 | 2013 |
First Lien Credit Agreement with quarterly principal payments, maturing on August 28, 2020; interest rate of LIBOR (with a 1% floor) plus 3.75%; average annual interest rate of 4.75%, before original issue discount | | $ | 412,925 | | | $ | 413,962 | |
Second Lien Credit Agreement maturing on February 26, 2021; interest rate of LIBOR (with a 1% floor) plus 7.75%; average annual interest rate of 8.75%, before original issue discount | | | — | | | | 155,000 | |
Borrowings under First Lien Credit Agreement Revolver | | $ | 13,500 | | | | — | |
Less: Original issue discount (net of amortization) | | | (3,166 | ) | | | (4,888 | ) |
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Total debt | | $ | 423,259 | | | $ | 564,074 | |
Less: Current portion of long-term debt | | | (4,150 | ) | | | (4,150 | ) |
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Long-term debt | | $ | 419,109 | | | $ | 559,924 | |
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On August 30, 2013, the Company and its subsidiary OpCo entered into a first lien credit agreement with Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners, and Royal Bank of Canada, as syndication agent (as amended on December 2, 2013, the “First Lien Credit Agreement”). The First Lien Credit Agreement provides OpCo a term loan facility of $415.0 million and a U.S. dollar revolving loan facility of $40.0 million and a Canadian dollar and/or U.S. dollar revolving facility of $10.0 million (such aggregate $50.0 million revolving facilities together, the “Revolver”), which may be borrowed by OpCo or by its subsidiary, Continental Building Products Canada Inc. in Canadian dollars or U.S. dollars. |
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On August 30, 2013, the Company and OpCo entered into a second lien credit agreement with Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC and RBC Capital Markets, as joint lead arrangers and joint bookrunners, and Royal Bank of Canada, as syndication agent (as amended on December 2, 2013, the “Second Lien Credit Agreement”). The Second Lien Credit Agreement provided OpCo a term loan facility of $155.0 million (the “Second Lien Term Loan”). |
On February 10, 2014, the Company completed its initial public offering of 11,765,000 shares at $14.00 per share and began trading on the New York Stock Exchange under the symbol CBPX. Net proceeds after underwriting discounts and commissions, but before other closing costs, were approximately $154 million. Net proceeds were used to pay a $2 million one-time payment to Lone Star in consideration for the termination of our asset advisory agreement with affiliates of Lone Star. The remaining $152 million of net proceeds and cash on hand of $6.1 million were used to fully repay the $155 million Second Lien Term Loan along with a prepayment premium of $3.1 million. |
The prepayment premium for the $3.1 million was recorded in other (expense) income. The prepayment of the Second Lien Term Loan also resulted in the write-off of $6.9 million in original issue discount and deferred financing fees that were recorded in interest expense. |
Interest is floating for both loans and the interest rate spread over LIBOR (with a 1% floor) was plus 3.75% for the term loan under the First Lien Credit Agreement and plus 7.75% for the term loan under the Second Lien Credit Agreement for the three months ended March 31, 2014. The margin applicable to the borrowing may be reduced by 0.25% if the Company achieves certain credit ratings by Moody’s and S&P. The margin may be further reduced by 0.50% if we achieve certain credit ratings by Moody’s and S&P or achieve a total leverage ratio less than four times net debt to a trailing twelve months adjusted earnings before interest, depreciation and amortization as defined in the Credit agreement. At the end of March 31, 2014, we achieved this lower leverage ratio. This will result in the First Lien Credit Agreement margin spread decreasing by 50 basis points from 3.75% to 3.25% for as long as the leverage ratio, as defined in the First Lien Credit Agreement, remains below four. The lower interest rate becomes effective in May 2014. |
The First Lien Credit Agreement is secured by the underlying property and equipment of the Company and has principal payments of $1,037,500 that are due quarterly with a final payment of $387.0 million due on August 28, 2020. The annual effective interest rate on the First Lien Credit Agreement including original issue discount and amortization of debt issuance costs was 5.2% at March 31, 2014. |
The First Lien Credit Agreement also has a $50 million revolver (the “Revolver”), $13.5 million of which was outstanding as of March 31, 2014. Interest is floating, based on LIBOR (with a floor of 1%), plus 300 basis points. In addition, CBP pays a facility fee of 50 basis points per annum on the total Revolver. Availability under the Revolver, based on draws and outstanding letters of credit and that there are no violations of covenants, was $34.1 million at March 31, 2014. |
Total interest paid for the three months ended March 31, 2014 (Successor) was $6.6 million. No significant amounts of interest were paid by the Predecessor in the prior period. |
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The table below shows the future minimum principal payments due under the First Lien Credit Agreement. |
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| | | | | | | | |
| | Amount Due | | | | | |
| | in thousands | | | | | |
Remaining 2014 | | $ | 3,113 | | | | | |
2015 | | | 4,150 | | | | | |
2016 | | | 4,150 | | | | | |
2017 | | | 4,150 | | | | | |
2018 | | | 4,150 | | | | | |
Thereafter | | | 406,713 | | | | | |
Under the terms of the First Lien Credit Agreement, the Company is required to comply with certain covenants, including among others, the limitation of indebtedness, limitation on liens, and limitations on certain cash distributions. One single financial covenant governs all of the Company’s debt and only applies if the outstanding borrowings of the Revolver plus outstanding letters of credit are greater than $12.5 million as of the end of the quarter, beginning with the quarter ending December 31, 2013. The financial covenant is a total leverage ratio calculation, in which total debt less outstanding cash is divided by adjusted earnings before interest, depreciation and amortization. The Company was in compliance with this covenant at March 31, 2014, which required a leverage ratio below 6.75. |
At March 31, 2014, the Company entered into an interest rate cap on three month US Dollar LIBOR of 2% for a notional amount of $206.5 million, representing one-half of the principal amount due under our First Lien Credit Agreement at March 31, 2014. The notional amount of the interest rate cap declines by $0.5 million each quarter through December 31, 2015, representing one-half of the quarterly principal amounts owed under the First Lien Credit Agreement. The objective of the hedge is to protect the cash flows for one-half of the First Lien Credit Agreement from adverse extreme market interest rate changes through March 31, 2016. Changes in the intrinsic value of the option are expected to be perfectly effective in offsetting the changes in cash flow of interest payments attributable to fluctuations for three month US Dollar LIBOR interest rates above 2%. The hedge is being accounted for as a cash flow hedge. Changes in the time value of the option will be reflected directly in earnings through “other income / expense” in non-operating income. The premium paid of $0.2 million to purchase the interest rate cap is recorded in other current assets as of March 31, 2014. |