Long-Term Debt | Long-Term Debt As of December 31, 2022, and 2021, outstanding long-term debt is summarized below: Key Terms As of December 31, (in thousands) Character Priority Maturity Coupon 2022 2021 Term Loan B Term Loan Senior Secured 9/1/2028 (1) Variable (2) 1,308,438 1,321,688 5.750% Notes Notes Senior Unsecured 11/1/2028 5.750% 1,163,793 1,300,000 5.50% Senior Secured Notes Notes Senior Secured 9/1/2028 5.50% 1,050,000 1,050,000 Senior Convertible PIK Notes Convertible Notes (3) Senior Unsecured 10/15/2027 Cash Interest 6.00%, PIK Interest 7.00% 1,300,000 1,300,000 Finance lease obligations, non-current Other Senior Secured 2022-2024 3.38% - 20.31% 45 71 Long-term debt 4,822,276 4,971,759 Less: current portion of long-term debt (13,250) (13,250) Less: debt discounts, net (34,729) (40,579) Less: debt issuance costs, net (32,441) (38,786) Long-term debt, net $ 4,741,856 $ 4,879,144 (1) Beginning December 31, 2021 and quarterly thereafter, we shall repay a principal amount of the Term Loan B equal to 0.25% of the initial aggregate principal of $1,325.0 million. These scheduled principal repayments may be reduced by any voluntary or mandatory prepayments made in accordance with the credit agreement. (2) Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the LIBOR for an interest period of one month, plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio. The interest rate in effect for Term Loan B was 8.98% as of December 31, 2022. (3) The Senior Convertible PIK Notes are convertible into shares of Class A common stock based on a $13.00 conversion price, subject to customary anti-dilution adjustments. As of December 31, 2022, the aggregate future principal payments for long-term debt, including non-current finance lease liabilities, for each of the next five years and thereafter are as follows: ($ in thousands) 2023 $ 13,250 2024 13,295 2025 13,250 2026 13,250 2027 1,313,250 Thereafter 3,455,981 Total $ 4,822,276 Debt issuance and redemption On October 8, 2020, the Senior PIK notes were redeemed in full for a total redemption price of $1,237.6 million. As a result, we recognized a loss on debt extinguishment of $35.7 million in the year ended December 31, 2020 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. On October 29, 2020, the Company (a) consumed the 5.750% Notes offering by MPH and increased the revolving credit facility under the senior secured credit facilities from $100.0 million to $450.0 million and (b) repaid of all outstanding 7.125% Notes and $369.0 million of indebtedness under Term Loan G with the net proceeds of the 5.750% Notes offering, together with $715.0 million of cash on hand. As a result, we recognized a loss on debt extinguishment of $67.2 million in the year ended December 31, 2020 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. On August 24, 2021, MPH issued new senior secured credit facilities composed of $1,325.0 million of Term Loan B and $450.0 million of a Revolver B, and $1,050.0 million in aggregate principal amount of 5.50% Senior Secured Notes. MPH used the net proceeds from Term Loan B, and the 5.50% Senior Secured Notes to repay all of the outstanding balance of its Term Loan G of $2,341.0 million, and pay fees and expenses in connection therewith. As a result, we recognized a loss on debt extinguishment of $15.8 million in the year ended December 31, 2021 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. During November and December of 2022, the Company repurchased and cancelled $136.2 million of the 5.750% Notes, resulting in the recognition of a gain on debt extinguishment of $34.6 million in the year ended December 31, 2022 included in (Gain) loss on extinguishment of debt in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Debt Discounts Some of our debt instruments have been issued with a discount. These costs were capitalized and are being amortized over the term of the related debt using the effective interest method. The following table is a summary of the cost and accumulated amortization of debt discounts as of December 31, 2022 and 2021: Original discount % As of December 31, 2022 2021 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 1.0% 13,429 (2,300) 11,129 13,429 (565) 12,864 Senior Convertible PIK Notes 2.5% 32,500 (8,900) 23,600 32,500 (4,785) 27,715 Total $ 45,929 $ (11,200) $ 34,729 $ 45,929 $ (5,350) $ 40,579 Debt Issuance Costs In connection with the issuance of our debt instruments, the Company incurred specific expenses related to raising the debt, including commissions, fees and expenses of investment bankers and underwriters, registration and listing fees, accounting and legal fees pertaining to the financing and other external, incremental expenses paid to advisors that were directly attributable to realizing the proceeds of the debt issues. These costs were capitalized and are being amortized over the term of the related debt using the effective interest method. The following table is a summary of the cost and accumulated amortization of debt issuances costs as of December 31, 2022 and 2021: Amortization As of December 31, 2022 2021 ($ in thousands) Cost Accumulated Net Cost Accumulated Net Term Loan B 84 months 7,316 (1,256) 6,060 7,316 (308) 7,008 5.750% Notes 96 months 18,282 (4,509) 13,773 19,939 (2,349) 17,590 5.50% Senior Secured Notes 84 months 14,695 (2,088) 12,607 14,695 (507) 14,188 Revolver (1) 84 months 4,955 (1,115) 3,840 4,955 (290) 4,665 Total $ 45,248 $ (8,968) $ 36,280 $ 46,905 $ (3,454) $ 43,451 (1) The debt issuance costs associated with the revolving credit facility are included in other assets in the accompanying consolidated balance sheets. Interest expense The Company is obligated to pay a commitment fee on the average daily unused amount of Revolver B. The annual commitment fee can range from an annual rate of 0.25% to 0.50% based on the Company's first lien debt to consolidated EBITDA ratio, as defined in the agreement. Interest expense, including commitment fees and amortization of debt issuance costs, were $2.2 million, $2.7 million and $1.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. These amounts are included in interest expense in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Interest expense related to long-term debt was $301.2 million, $264.8 million and $333.7 million for the year ended December 31, 2022, 2021 and 2020, respectively. These amounts are included in the accompanying consolidated statements of (loss) income and comprehensive (loss) income. Guarantees The senior secured credit facilities and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien on substantially all of MPH's and the subsidiary guarantors' tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries. All obligations under the debt agreement governing the senior secured credit facilities are unconditionally guaranteed by MPH Acquisition Corp. 1, the direct holding company parent of MPH, and each existing and subsequently acquired or organized direct or indirect wholly owned U.S. organized restricted subsidiary of MPH (subject to certain exceptions). The 5.50% Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, by each of MPH’s wholly owned domestic restricted subsidiaries that guarantee its senior secured credit facilities. The 5.50% Senior Secured Notes are not guaranteed by the Company. The 5.50% Senior Secured Notes and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien shared with the senior secured credit facilities on substantially all of MPH’s and the subsidiary guarantors’ tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries. The 5.750% Notes are jointly and severally guaranteed on a senior unsecured basis by each of the issuer’s wholly owned domestic restricted subsidiaries that guarantee the issuer’s existing senior secured credit facilities. The Senior Convertible PIK Notes are jointly and severally, fully and unconditionally guaranteed by Polaris Intermediate Corp. Debt Covenants and Events of Default The Company is subject to certain affirmative and negative debt covenants under the debt agreements governing our indebtedness that limit our and/or certain of our subsidiaries' ability to engage in specific types of transactions. These covenants limit our and/or certain of our subsidiaries' ability to, among other things: • incur additional indebtedness or issue disqualified or preferred stock; • pay certain dividends or make certain distributions on capital stock or repurchase or redeem capital stock; • make certain loans, investments or other restricted payments; • transfer or sell certain assets; • incur certain liens; • place restrictions on the ability of its subsidiaries to pay dividends or make other payments to us; • guarantee indebtedness or incur other contingent obligations; • prepay junior debt and make certain investments; • consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or dispose of all or substantially all of its business units, assets or other properties; and • engage in transactions with our affiliates. Certain covenants related to the 5.50% Senior Secured Notes will cease to apply to the 5.50% Senior Secured Notes for so long as such notes have investment grade ratings from both Moody’s Investors Service, Inc. and S&P Global Ratings. In connection with the Refinancing, the Revolver Ratio was amended such that, if, as of the last day of any fiscal quarter of MPH, the aggregate amount of loans under the revolving credit facility, letters of credit issued under the revolving credit facility (to the extent not cash collateralized or backstopped or, in the aggregate, in excess of $10.0 million) and swingline loans are outstanding and/or issued in an aggregate amount greater than 35% of the total commitments in respect of the revolving credit facility at such time, the revolving credit facility will require MPH to maintain a maximum first lien secured leverage ratio of 6.75 to 1.00. As of December 31, 2022 and 2021 we were in compliance with all of the debt covenants. The debt agreements governing the new senior secured credit facilities, Term Loan G, the Revolver G, the 5.750% Notes and the 5.50% Senior Secured Notes contain customary events of default, subject to grace periods and exceptions, which include, among others, payment defaults, cross-defaults to certain material indebtedness, certain events of bankruptcy, material judgments, in the case of the debt agreements governing the new senior secured credit facilities and the 5.50% Senior Secured Notes, failure of a guarantee on the liens on material collateral to remain in effect, in the case of the debt agreements governing the new senior secured credit facilities, Term Loan G and the Revolver G, any change of control. Upon the occurrence of an event of default under such debt agreements, the lenders and holders of such debt will be permitted to accelerate the loans and terminate the commitments, as applicable, thereunder and exercise other specified remedies available to the lenders and holders thereunder. |