Debt | 6. Debt December 31, 2017 (in thousands) Short-Term Long-Term Total 2017 First Lien Credit Facility $ 13,349 $ 1,318,262 $ 1,331,611 Unamortized debt discount and issuance costs (52,141) (52,141) Balances at December 31, 2017 $ 13,349 $ 1,266,121 $ 1,279,470 December 31, 2016 (in thousands) Short-Term Long-Term Total 2016 First Lien Credit Facility $ 11,000 $ 1,083,500 $ 1,094,500 2016 Second Lien Credit Facility 370,000 370,000 2016 Revolving Credit Facility 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 2017 First Lien Credit Facility On August 4, 2017, the Company entered into a refinancing amendment and incremental facility amendment (the “2017 First Lien Credit Facility”) to the 2016 First Lien Credit Facility, with Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and a syndicate of commercial lenders. The 2017 First Lien Credit Facility provided for a tranche of refinancing term loans which refinanced the term loans under the 2016 First Lien Credit Facility in full and provided for additional term loans of $ 131.2 (i) a revolving credit facility, which permits borrowings and letters of credit of up to $ 75.0 25.0 (ii) a $ 960.0 (iii) a € 250.0 The Company used the proceeds from the 2017 First Lien Credit Facility to repay all amounts then outstanding under the 2016 First Lien Credit Facility, all amounts outstanding under the 2016 Second Lien Credit Facility, pay all related fees and expenses, and retained remaining cash for general corporate purposes. The Company terminated the 2016 Second Lien Credit Facility in connection with establishing the 2017 First Lien Credit Facility. On December 14, 2017, the Company amended the 2017 First Lien Credit Facility to borrow an additional $ 75.0 The obligations under the 2017 First Lien Credit Facility are collaterized by substantially all of the assets of Cision’s subsidiary, 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. Interest is charged on U.S. dollar borrowings under the 2017 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) 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 or (iii) the one-month adjusted LIBOR plus 1%), in each case, plus an applicable margin. The margin applicable to loans under the 2017 First Lien Dollar Term Credit Facility bearing interest at the alternate base rate is 3.25 the adjusted LIBOR is 4.25%, provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. 4.25 5.94 4.25 The margin applicable to loans under the 2017 Revolving Credit Facility bearing interest at the alternate base rate, the adjusted LIBOR, and the adjusted Euro interbank offered rate bear interest at rates of 3.00%, 4.00%, and 4.00% respectively; provided that each such rate is reduced by 25 basis points if the first lien net leverage ratio of Canyon Companies S.à.r.l. and its restricted subsidiaries under the 2017 First Lien Credit Facility is less than or equal to 4.00:1.00 at the end of the most recent fiscal quarter. As of December 31, 2017, the Company had no outstanding borrowings and $ 1.3 1,332 The Company incurred approximately $ 10.0 1.0 9.0 The Company began to make quarterly principal payments starting December 31, 2017 under 2.6 0.6 The Company may also be required to make certain mandatory prepayments of the 2017 First Lien Credit Facility out of excess cash flow and upon the receipt of proceeds of asset sales and certain insurance proceeds (in each case, subject to certain minimum dollar thresholds and rights to reinvest the proceeds as set forth in the 2017 First Lien Credit Facility). The 2017 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 2017 First Lien Credit Facility cannot exceed the applicable ratio set forth in the 2017 First Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2017 First Lien Credit Facility). The 2017 First Lien Credit Facility is also subject to certain customary affirmative covenants and negative covenants. Under the 2017 First Lien Credit Facility, the Company’s subsidiaries have restrictions on making cash dividends, subject to certain exceptions, including that the subsidiaries are permitted to declare and pay cash dividends: (a) in any amount, so long as the total net leverage ratio under the 2017 First Lien Credit Facility would not exceed 3.75 to 1.00 after making such payment; (b) in an amount per annum not greater than 6.0% of (i) the market capitalization of the Company’s ordinary shares (based on the average closing price of its shares during the 30 trading days preceding the declaration of such payment) plus (ii) the $ 305.2 The 2017 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 Cision Owner, 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. 2016 First Lien Credit Facility On June 16, 2016, in connection with the acquisition of PR Newswire, the Company entered into a $ 1,175 (i) a revolving credit facility, which permitted borrowings and letters of credit up to $ 75.0 25.0 (ii) a $ 1,100 The Company used the proceeds from the 2016 First Lien Credit Facility, along with proceeds from the 2016 Second Lien Credit Facility, cash equity from the sponsor and cash from the balance sheet to consummate the acquisition of PR Newswire, refinance the existing debt and pay related fees and expenses. Interest was 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 was 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 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 On August 4, 2017, the Company repaid all amounts outstanding under the 2016 First Lien Credit Facility. The repayment of the 2016 First Lien Credit Facility was evaluated as a debt modification versus an extinguishment under applicable guidance and as a result, the Company recorded a loss on extinguishment of debt of $ 22.6 The Company incurred approximately $ 81.9 2016 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 consisted of a $ 370.0 Interest was charged on borrowings under the 2016 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 The obligations under the 2016 Second Lien Credit Facility were 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 Second Lien Credit Facility were junior to the liens granted to the lenders under the 2016 First Lien Credit Facility pursuant to the terms of an intercreditor agreement. The 2016 Second Lien Credit Facility included a total net leverage financial maintenance covenant. Such covenant required 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 Second Lien Credit Facility cannot exceed the applicable ratio set forth in the 2016 Second Lien Credit Facility for such quarter (subject to certain rights to cure any failure to meet such ratio as set forth in the 2016 Second Lien Credit Facility). The 2016 Second Lien Credit Facility was also subject to certain customary affirmative covenants and negative covenants. Under the 2016 Second Lien Credit Facility, the Company’s subsidiaries had restrictions on making cash dividends, subject to certain exceptions, including that the subsidiaries were 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 2016 Second Lien Credit Facility or (y) so long as the total net leverage ratio under the 2016 Second Lien Credit Facility does not exceed 3.75 to 1.00. On July 7, 2017, in connection with the consummation of the Merger with Capitol, the Company repaid $ 294.0 1 22.5 On August 4, 2017, the Company repaid all amounts outstanding under the 2016 Second Lien Credit Facility. The repayment of the 2016 Second Lien Credit Facility was evaluated as a debt modification versus an extinguishment under applicable guidance and as a result, the Company recorded a loss on extinguishment of debt of $ 5.7 The Company incurred approximately $ 24.0 The fair value of the Company’s First Lien Credit Facility at December 31, 2017 and 2016 was $ 1,347 1,082 364.9 Convertible Preferred Equity Certificates (in thousands) Balance at December 31, 2014 $ 259,093 Issued during 2015 2,821 Yield accreted for 2015 2,583 Balance at December 31, 2015 264,497 Issued during 2016 165,525 Yield accreted for 2016 13,934 Yield paid in 2016 (854) Balance at December 31, 2016 443,102 Issued during 2017 6,902 Yield accreted for 2017 3,978 Yield paid in 2017 (3,557) Converted to equity upon merger with Capitol (450,425) Balance at December 31, 2017 $ During the year ended December 31, 2016, CPECs with a contractual redemption value of $ 40.0 29.5 10.5 CPEC’s were contributed as equity simultaneously with the closing of the Merger on June 29, 2017. Note Purchase Agreement 35.0 Interest was charged on borrowings under the Note Purchase Agreement at a rate of 11.75 39.1 The Company incurred approximately $ 1.1 0.6 41.2 Future Minimum Principal Payments (in thousands) Year ended December 31, 2018 $ 13,349 2019 13,349 2020 13,349 2021 13,349 2022 13,349 Thereafter 1,264,866 $ 1,331,611 (in thousands) 2017 2016 2015 First Lien Credit Facility $ 74,833 $ 56,352 $ 30,499 Second Lien Credit Facility 20,857 29,408 17,338 Loan Authorization Agreement 81 Revolving Credit Facility 1,397 1,198 Accretion of debt discount and deferred financing costs 14,275 13,445 5,972 Note Purchase Agreement 2,170 4,048 Accretion of Convertible Preferred Equity Certificates due to Cision Owner 1,838 10,500 Yield on Convertible Preferred Equity Certificates due to Cision Owner 2,140 3,433 2,583 Commitment fees and other 1,126 1,491 877 Total interest expense $ 116,466 $ 117,997 $ 61,398 |