Debt | 5. Debt June 30, 2017 (in thousands) Short-Term Long-Term Total 2016 First Lien Term Loan $ 11,300 $ 1,107,550 $ 1,118,850 2016 Second Lien Term Loan 370,000 370,000 Revolving line of credit 33,475 33,475 Unamortized debt discount and issuance costs (95,760) (95,760) Total credit facilities 11,300 1,415,265 1,426,565 Capital lease obligations 58 58 Balances at June 30, 2017 $ 11,358 $ 1,415,265 $ 1,426,623 December 31, 2016 (in thousands) Short-Term Long-Term Total 2016 First Lien Term Loan $ 11,000 $ 1,083,500 $ 1,094,500 2016 Second Lien Term Loan 370,000 370,000 Revolving line of credit 33,475 33,475 Unamortized debt discount and issuance costs (103,098) (103,098) Total credit facilities 11,000 1,383,877 1,394,877 Capital lease obligations 171 171 Balances at December 31, 2016 $ 11,171 $ 1,383,877 $ 1,395,048 2016 First Lien Credit Facility On June 16, 2016, in connection with the acquisition of PR Newswire, the Company entered into a $ 1,175 75.0 25.0 1,100 100.0 On March 17, 2017, the Company entered into an incremental amendment to the 2016 First Lien Credit Facility, which provided for an incremental borrowing of $ 30.0 33.5 1.3 1,119 Interest is charged on U.S. dollar borrowings under the 2016 First Lien Credit Facility, at the Company’s option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves, but which amount cannot be less than 1%) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points, (iii) the one month-adjusted LIBOR plus 1% or (iv) 2%), in each case, plus an applicable margin. 5.00 6.00 4.75 5.75 5.75 5.75 7.2 2.8 June 16, 2023 The obligations under the 2016 First Lien Credit Facility are secured by substantially all of the assets of Canyon Companies S.à r.l. and each of its subsidiaries organized in the United States (or any state thereof), the United Kingdom, the Netherlands, Luxembourg and Ireland, subject to certain exceptions. The liens granted to the lenders under the 2016 First Lien Credit Facility are senior to the liens granted to the lenders under the Second Lien Credit Facility pursuant to the terms of an intercreditor agreement. The 2016 First Lien Credit Facility includes a total net leverage financial maintenance covenant. Such covenant requires that, as of the last day of each fiscal quarter, the total net leverage ratio of Canyon Companies S.à r.l. and its restricted subsidiaries under the 2016 First Lien Credit Facility cannot exceed the applicable ratio set forth in the 2016 First Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2016 First Lien Credit Facility). The 2016 First Lien Credit Facility is also subject to certain customary affirmative covenants and negative covenants. Under the 2016 First Lien Credit Facility, the Company’s subsidiaries are prohibited from making cash dividends, subject to certain exceptions, including that the subsidiaries are permitted to declare and pay cash dividends (x) in an amount that does not exceed the sum of (i) $50.0 million, plus (ii) the sum of the amount (which amount shall not be less than zero) equal to 50% of consolidated net income of the subsidiaries from January 1, 2016 to the end of the most recent quarter subject to certain conditions, plus (iii) certain other amounts set forth in the definition of “Available Amount” in the 2016 First Lien Credit Facility or (y) so long as the total net leverage ratio under the 2016 First Lien Credit Facility does not exceed 3.75 to 1.00. The 2016 First Lien Credit Facility provides that an event of default will occur upon specified change of control events. “Change in Control” is defined to include, among other things, the failure by GTCR, its affiliates and certain other “Permitted Holders” to beneficially own, directly or indirectly through one or more holding company parents of Cision, a majority of the voting equity of the borrower thereunder. See “Risk Factors Cision’s 2016 First Lien and Second Lien Credit Agreements Contain Change of Control Provisions that Will Require Cision to Amend or Refinance this Indebtedness ” in the Company’s Registration Statement on Form S-4 filed on June 14, 2017. The Company incurred approximately $ 81.9 Second Lien Credit Facility On June 16, 2016, in connection with the acquisition of PR Newswire, the Company entered into a second lien credit agreement with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders from time to time party thereto. The second lien credit agreement consists of a $ 370.0 As of June 30, 2017, the Company had $ 370.0 294.0 1 “Subsequent Events” Interest is charged on borrowings under the Second Lien Credit Facility, at the Company’s option, at a rate based on (1) the adjusted LIBOR (a rate equal to the London interbank offered rate adjusted for statutory reserves, but which amount cannot be less than 1%) or (2) the alternate base rate (a rate that is highest of the (i) Deutsche Bank AG, New York Branch’s prime lending rate, (ii) the overnight federal funds rate plus 50 basis points, (iii) the one month adjusted LIBOR plus 1% or (iv) 2%), in each case, plus an applicable margin. 8.50 9.50 June 16, 2021 10.7 The obligations under the Second Lien Credit Facility are secured by substantially all of the assets of Canyon Companies S.à r.l. and each of its subsidiaries organized in the United States (or any state thereof), the United Kingdom, the Netherlands, Luxembourg and Ireland, subject to certain exceptions. The liens granted to the lenders under the Second Lien Credit Facility are junior to the liens granted to the lenders under the 2016 First Lien Credit Facility pursuant to the terms of an intercreditor agreement. The Second Lien Credit Facility includes a total net leverage financial maintenance covenant. Such covenant requires that, as of the last day of each fiscal quarter, the total net leverage ratio of Canyon Companies S.à r.l. and its restricted subsidiaries under the Second Lien Credit Facility cannot exceed the applicable ratio set forth in the Second Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the Second Lien Credit Facility). The Second Lien Credit Facility is also subject to certain customary affirmative covenants and negative covenants. Under the Second Lien Credit Facility, the Company’s subsidiaries are prohibited from making cash dividends, subject to certain exceptions, including that the subsidiaries are permitted to declare and pay cash dividends (x) in an amount that does not exceed the sum of (i) $57.5 million, plus (ii) the sum of the amount (which amount shall not be less than zero) equal to 50% of consolidated net income of the subsidiaries from January 1, 2016 to the end of the most recent quarter subject to certain conditions, plus (iii) certain other amounts set forth in the definition of “Available Amount” in the Second Lien Credit Facility or (y) so long as the total net leverage ratio under the Second Lien Credit Facility does not exceed 3.75 to 1.00. The Company incurred approximately $ 24.0 The fair value of the Company’s First Lien Term Loan at June 30, 2017 and December 31, 2016 was $ 1,124 1,082 370.5 364.9 Future Minimum Principal Payments (in thousands) Remainder of 2017 $ 5,708 2018 11,300 2019 11,300 2020 11,300 2021 11,300 Thereafter 1,471,475 $ 1,522,383 |