Long-Term Debt and Senior Subordinated Credit Facility | 8. Long-Term Debt and Senior Subordinated Credit Facility Long-term debt consisted of the following: (in thousands) March 31, 2017 December 31, 2016 Term loan facility $ 496,374 $ 497,674 Discount on term loan facility (1,179 ) (1,310 ) Revolving loan facility 16,500 21,500 Equipment under capital leases 15,217 16,040 Equipment debt 38,607 39,343 Deferred financing costs, net (22,270 ) (24,502 ) Long-term debt, including current portion 543,249 548,745 Less current portion (22,916 ) (20,652 ) Long-term debt $ 520,333 $ 528,093 Equipment debt, collateralized by equipment, has interest rates ranging from 2.23% to 9.00% and are payable in various monthly principal and interest installments through 2021. Certain of the Company’s equipment debt obligations are subject to covenants with which it must comply on a quarterly or annual basis. An amendment to the financing agreement with Bank of the West (“BOW”) was executed on April 28, 2017, retroactive to March 31, 2017, that modified certain financial covenants. Based on such amendment, the Company was in compliance with all covenants as of March 31, 2017. Capital leases, collateralized by equipment, have interest rates ranging from 2.68% to 6.23% and are payable in various monthly principal and interest installments through 2021. Credit Facility and Senior Secured Term Loan Refinancing On June 3, 2013, the Company replaced its existing credit facility with a new senior secured credit agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other lenders party thereto (the “Credit Agreement”). The Credit Agreement consists of (i) a $340.0 million, six-year term loan facility, (ii) a $50.0 million, five-year revolving loan facility, including a $20.0 million sublimit for letters of credit, (iii) uncommitted incremental loan facilities of $100.0 million of revolving or term loans, plus an additional amount if the Company’s pro forma leverage ratio is less than or equal to 3.25, subject to receipt of lender commitments and satisfaction of specified conditions, and (iv) a $80.0 million delayed draw term loan facility, which was drawn within thirty days of June 3, 2013 and used for the redemption of the Company’s $190.0 million of 8% Senior Notes (“Notes”). The delayed draw term loan facility converted into, and matched the terms of, the $340.0 million term loan facility. On October 11, 2013, the Company entered into an amendment to the Credit Agreement (the “First Amendment”). Pursuant to the First Amendment, the Company raised $70.0 million On June 19, 2015, the Company entered into a second amendment to the Credit Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the Company raised the remaining $30.0 million in incremental term loan commitments. The funds were used to repay all outstanding borrowings under the Company’s revolving loan facility, to pay fees and expenses related to the Second Amendment, and for general corporate purposes. The incremental term loan under the Second Amendment was funded at 99.5% of principal amount. Upon funding, the incremental term loans were converted to match all the terms of existing term loans. On March 29, 2016, the Company entered into a third amendment to the Credit Agreement (the “Third Amendment”). Pursuant to the Third Amendment, (i) the defined term “Investors” was amended to include THAIHOT so that the sale by the Selling Stockholders would not be deemed to constitute a change of control, and (ii) the soft call provision was reinstated to commence on the date the Third Amendment is effective and end the date that is twelve months after such commencement. Under the soft call provision, which expired on March 29, 2017, if the Company made a voluntary prepayment of any term loan or prepaid, refinanced, substituted or replaced any term loan, and such action resulted in a reduction in the effective interest cost or weighted average yield of the term loan, then the Company should pay to the administrative agent, for the ratable account of each of the lenders holding term loans, a prepayment premium equal to 1.0% of the aggregate principal amount of the term loans so prepaid, refinanced, substituted or replaced. In connection with the Third Amendment, the Company paid fees totaling $25.0 million, which were capitalized and amortized using the effective interest method as interest expense over the term of the Credit Agreement. These fees were paid by both the buyer and sellers in the Tahoe Transaction. Borrowings under the Credit Agreement bear interest through maturity at a variable rate based upon, at the Company’s option, either the LIBOR or the base rate (which is the highest of the administrative agent’s prime rate, one-half of 1.00% in excess of the overnight federal funds rate, and 1.00% in excess of the one-month LIBOR rate), plus, in each case, an applicable margin. With respect to the term loan facilities, the applicable margin for LIBOR loans is 3.25% per annum, and with respect to the revolving loan facility, the applicable margin for LIBOR loans ranges from 3.00% to 3.25% per annum, based on the applicable leverage ratio, and in each case, with a LIBOR floor of 1.00%. The applicable margin for base rate loans under the term loan facilities is 2.25% per annum and under the revolving loan facility ranges from 2.00% to 2.25% per annum, based on the applicable leverage ratio. The Company is required to pay a commitment fee which ranges from 0.38% to 0.50% per annum, based on the applicable leverage ratio, on the undrawn portion available under the revolving loan facility and variable per annum fees with respect to outstanding letters of credit. The Company is required to make quarterly amortization payments on the term loan of $1.3 million. The Company is also required to make mandatory prepayments of term loans under the Credit Agreement, subject to specified exceptions, from excess cash flow (as defined in the Credit Agreement) and with the proceeds of asset sales, debt issuances and specified other events. As of March 31, 2017, the Company had $29.2 million of available borrowings under the revolving loan facility, net of $16.5 million outstanding on the revolving loan facility and $4.3 million outstanding in letters of credit. Obligations under the Credit Agreement are guaranteed by substantially all the Company’s direct and indirect domestic subsidiaries. The obligations under the Credit Agreement and the guarantees are secured by a lien on substantially all tangible and intangible property, and by a pledge of all of the shares of stock and limited liability company interests of the Company’s direct and indirect domestic subsidiaries, of which the Company now owns or later acquires more than a 50% interest, subject to limited exceptions. In addition to other covenants, the Credit Agreement places limits on the ability of the Company and its subsidiaries to declare dividends or redeem or repurchase capital stock; prepay, redeem or purchase debt; incur liens and engage in sale-leaseback transactions; make loans and investments; incur additional indebtedness; amend or otherwise alter debt and other material agreements; engage in mergers, acquisitions and asset sales; transact with affiliates and alter the business conducted by the Company and its subsidiaries. The Credit Agreement also contains a leverage ratio covenant requiring the Company to maintain a maximum ratio of consolidated total debt to Consolidated Adjusted EBITDA, as defined in the Credit Agreement, that ranges from 4.95 to 1.00 to 4.30 to 1.00. At March 31, 2017, the Credit Agreement required a maximum leverage ratio of not more than 4.30 to 1.00. As of March 31, 2017, the Company’s ratio of consolidated total debt to Consolidated Adjusted EBITDA calculated pursuant to the Credit Agreement was 4.00 to 1.00. Failure to comply with the covenants in the Credit Agreement could permit the lenders under the Credit Agreement to declare all amounts borrowed under the Credit Agreement, together with accrued interest and fees, to be immediately due and payable and to terminate all commitments under the Credit Agreement. As of March 31, 2017, the Company was in compliance with the covenants for the Credit Agreement. Notes Payable and Line of Credit with PNC The Company had notes payable to PNC Equipment Finance, LLC (“PNC”) totaling $7.8 million at March 31, 2017. The notes payable are due in various installments through September 2021 at interest rates between 2.23% and 2.29% per annum. The notes are also collateralized by equipment and contain restrictive covenants. The Company also has a $3.0 million line of credit with PNC, with interest calculated based on LIBOR plus 1.50%. As of March 31, 2017, there was $0.5 million amount outstanding on the line of credit. |