Long-Term Debt [Text Block] | 8. The carrying amount of long-term debt consisted of the following (in thousands): March 31, 2022 December 31, 2021 Senior Credit Facilities (as defined below) $ 2,303,458 $ 2,311,890 Senior Notes (as defined below) 650,000 650,000 Convertible Notes (as defined below) 920,000 920,000 Finance lease liabilities 5,378 5,621 Total debt 3,878,836 3,887,511 Less: Unamortized debt discount (19,544 ) (20,602 ) Less: Unamortized debt issuance costs (27,423 ) (28,572 ) Less: Current portion of long-term debt (43,105 ) (38,837 ) Total long-term debt $ 3,788,764 $ 3,799,500 Senior Credit Facilities. 2025 2” 2027 2” 2027 3” 2028 4" 2025 2, 2, 3 4, Refer to the table below summarizing the Company’s outstanding term loans as of March 31, 2022 10 2021 10 The Company has issued letters of credit totaling $44.1 million under the Revolving Credit Facility on behalf of Wisper to guarantee its performance obligations under a Federal Communications Commission (“FCC”) broadband funding program, as of March 31, 2022 March 31, 2022 no March 31, 2022 As of March 31, 2022 March 31, 2022 Instrument Draw Date(s) Original Principal Amortization Per Annum(1) Outstanding Principal Final Maturity Date Final Scheduled Principal Payment Benchmark Rate Applicable Margin(2) Interest Rate Term Loan A-2 5/8/2019(3) 10/1/2019(3) $ 700,000 Varies(4) $ 655,335 10/30/2025 $ 476,607 LIBOR 1.75% 2.21% Term Loan B-2 1/7/2019 250,000 1.0% 242,500 10/30/2027 228,750 LIBOR 2.00% 2.46% Term Loan B-3 6/14/2019(5) 10/30/2020(5) 625,000 1.0% 611,623 10/30/2027 577,472 LIBOR 2.00% 2.46% Term Loan B-4 5/3/2021 800,000 1.0% 794,000 5/3/2028 746,000 LIBOR 2.00% 2.46% Total $ 2,375,000 $ 2,303,458 $ 2,028,829 ( 1 Payable in equal quarterly installments (expressed as a percentage of the original principal amount and subject to customary adjustments in the event of any prepayment). All loans may ( 2 The Term Loan A- 2 ( 3 On May 8, 2019, October 1, 2019, October 30, 2020, ( 4 Per annum amortization rates for years one five October 30, 2020 ( 5 On June 14, 2019, October 30, 2020, Senior Notes. November 2020, 2030 4.00% May 15th November 15th November 9, 2020 ( At any time and from time to time prior to November 15, 2025, may November 15, 2025, may November 15, 2023, may not one 104% Upon the occurrence of a Change of Control and a Below Investment Grade Rating Event (each as defined in the Senior Notes Indenture), the Company is required to offer to repurchase the Senior Notes at 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Convertible Notes. March 2021, 2026 “2026 2028 “2028 2026 2026 2028 March 5, 2021 ( The 2026 not 2026 not 2028 2028 March 15th September 15th 2026 March 15, 2026, 2028 March 15, 2028. 2026 2028 $1,000 2026 2028 The Convertible Notes are convertible at the option of the holders. The method of conversion into cash, shares of the Company’s common stock or a combination thereof is at the election of the Company. Prior to the close of business on the business day immediately preceding December 15, 2025, 2026 December 15, 2025, may 2026 second December 15, 2027, 2028 December 15, 2027, may 2028 second may not The Company may not 2026 March 20, 2024 may not 2028 March 20, 2025. No March 20, 2024 December 15, 2025, may 2026 March 20, 2025 December 15, 2027, may 2028 not not In addition, following a “make-whole fundamental change” (as defined in the applicable Convertible Notes Indenture) or if the Company delivers a notice of redemption in respect of any Convertible Notes of a series, in certain circumstances, the conversion rate applicable to such series of Convertible Notes will be increased for a holder who elects to convert any of such Convertible Notes in connection with such a make-whole fundamental change or convert any of such Convertible Notes called (or deemed called) for redemption during the related redemption period, as the case may The carrying amounts of the Convertible Notes consisted of the following (in thousands): March 31, 2022 December 31, 2021 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Gross carrying amount $ 575,000 $ 345,000 $ 920,000 $ 575,000 $ 345,000 $ 920,000 Less: Unamortized discount (11,871 ) (7,673 ) (19,544 ) (12,611 ) (7,991 ) (20,602 ) Less: Unamortized debt issuance costs (324 ) (217 ) (541 ) (344 ) (226 ) (570 ) Net carrying amount $ 562,805 $ 337,110 $ 899,915 $ 562,045 $ 336,783 $ 898,828 Interest expense on the Convertible Notes consisted of the following (dollars in thousands): Three Months Ended March 31, 2022 2021 2026 Notes 2028 Notes Total 2026 Notes 2028 Notes Total Contractual interest expense $ - $ 970 $ 970 $ - $ 291 $ 291 Amortization of discount 740 318 1,058 222 95 317 Amortization of debt issuance costs 20 9 29 6 2 8 Total interest expense $ 760 $ 1,297 $ 2,057 $ 228 $ 388 $ 616 Effective interest rate 0.5 % 1.5 % 0.5 % 1.5 % General. $250.0 Each Indenture contains covenants that, among other things and subject to certain exceptions, limit (i) the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) and (ii) the ability of the guarantors to consolidate with or merge with or into another person. The Senior Notes Indenture also contains a covenant that, subject to certain exceptions, limits the Company’s ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money. Each Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, default in payment of principal or interest, breach of other agreements or covenants in respect of the relevant Notes by the Company or any guarantors, failure to pay certain other indebtedness at final maturity, acceleration of certain indebtedness prior to final maturity, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy, insolvency or reorganization; and, in the case of each Convertible Notes Indenture, failure to comply with the Company’s obligation to convert the relevant Convertible Notes under the applicable Convertible Notes Indenture and failure to give a fundamental change notice or a notice of a make-whole fundamental change under the applicable Convertible Notes Indenture. Unamortized debt issuance costs consisted of the following (in thousands): March 31, 2022 December 31, 2021 Revolving Credit Facility portion: Other noncurrent assets $ 2,410 $ 2,576 Term loans and Notes portion: Long-term debt (contra account) 27,423 28,572 Total $ 29,833 $ 31,148 The Company recorded debt issuance cost amortization of $1.3 million and $1.1 million for the three March 31, 2022 2021 The future maturities of outstanding borrowings as of March 31, 2022 Year Ending December 31, Amount 2022 (remaining nine months) $ 29,554 2023 55,008 2024 76,285 2025 557,147 2026 591,709 Thereafter 2,563,755 Total $ 3,873,458 The Company was in compliance with all debt covenants as of March 31, 2022 |