Debt: | 9 Months Ended |
Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Debt: | ' |
Debt: |
On July 20, 2011, in connection with the Transaction, the Company (i) entered into senior secured credit facilities, consisting of an $875.0 million Term Loan B Facility and a $100.0 million Revolver, or the Credit Agreement, and (ii) issued $400.0 million aggregate principal amount of 11% Senior Notes. The Term Loan B Facility was issued at a discount of $8.75 million. |
At June 30, 2013 and March 31, 2014, debt consisted of the following (in thousands): |
|
| | | | | | | |
| June 30, | | March 31, |
2013 | 2014 |
| | | |
Secured Term Loan B Facility | $ | 715,000 | | | $ | 715,000 | |
|
Less: Unamortized discount | (6,333 | ) | | (5,455 | ) |
Secured Term Loan B Facility, net | 708,667 | | | 709,545 | |
|
Senior Notes due 2019 at 11% | 400,000 | | | 400,000 | |
|
Total debt | 1,108,667 | | | 1,109,545 | |
|
| | | |
Current portion of long-term debt | — | | | (41,000 | ) |
|
| | | |
Long-term debt | $ | 1,108,667 | | | $ | 1,068,545 | |
|
As of March 31, 2014, the fair value of the Company’s debt, based on recent trading activity, approximated carrying value. |
The senior secured credit facilities and the indenture governing the Senior Notes issued in connection with the Transaction limit the Company’s ability to incur certain additional indebtedness, pay dividends or make other distributions or repurchase capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions, and sell certain assets. |
The Company is required to meet a net senior secured leverage ratio, or NSSLR, covenant quarterly if any revolving loan, swing-line loan or letter of credit is outstanding on the last day of the quarter. The Company had no outstanding debt, letters of credit or borrowings on its Revolver as of June 30, 2013 and March 31, 2014. If the Company had any borrowings on its Revolver, it would have been required to maintain a NSSLR of less than or equal to 5.0x as of March 31, 2014. The NSSLR requirement decreases over time to 4.5x as of June 30, 2016. The ratio is calculated as the consolidated net secured indebtedness as of the last day of the quarter (defined as the consolidated net debt secured by any lien minus any cash and permitted investments) to the preceding four quarters’ consolidated EBITDA (as defined in the Credit Agreement). The Company’s NSSLR was 3.7x as of June 30, 2013 and 3.7x as of March 31, 2014. As of March 31, 2014, the Company was in compliance with all of its covenants. |
Senior Secured Credit Facilities |
Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus London Interbank Offered Rate, or LIBOR, with a 1.25% floor, or, at the Company’s option, an applicable margin plus an alternative base rate determined by reference to the higher of the prime rate or the federal funds rate plus 0.5%, with a 2.25% floor. In addition to paying interest on outstanding principal under the senior secured credit facilities, the Company pays a per annum commitment fee on undrawn amounts under the revolving credit facility and customary administrative fees. The senior secured credit facilities are guaranteed by the Company’s wholly-owned subsidiaries and by Sterling Parent. The Term Loan B Facility matures in July 2018 and the Revolver matures in July 2016. |
In addition, the senior secured credit facilities require the Company to prepay outstanding term loans, subject to certain exceptions, in the case of excess cash flow, or ECF, and in the event of certain asset sales, condemnation events and issuances of debt. The Company is required to make annual payments equal to 75% of ECF, with a reduction to 50% based upon achievement of a net senior secured leverage ratio of less than 3.5x, 25% if less than 2.75x and zero if less than 2x. Any required ECF payments are due on October 15 each year. |
The Company repaid $140.0 million of its Term Loan B Facility in fiscal 2012, which satisfied all of the required quarterly principal payments for the term of the loan and satisfied the required ECF principal payments for fiscal 2012. The Company repaid $20.0 million of its Term Loan B Facility in fiscal 2013, which satisfied the Company’s required ECF principal payments for fiscal 2013. The Company estimates the fiscal 2014 ECF requirement to be $41.0 million, which is due October 15, 2014 and is included in current liabilities on the condensed consolidated balance sheet. |
The $8.75 million Term Loan B Facility original issue discount is being amortized to interest expense using the effective interest method and added to the recorded debt amount over the seven-year term of the loan. During the three months ended March 31, 2013 and 2014 and the nine months ended March 31, 2013 and 2014, $0.2 million, $0.3 million, $0.9 million and $0.9 million of the original issue discount were amortized and reflected in interest expense in the condensed consolidated statements of operations, respectively. |
Costs incurred in connection with the issuance of the debt are amortized using the effective interest method over the life of the related debt and accelerated to the extent that any repayment is made. During the three months ended March 31, 2013 and 2014 and the nine months ended March 31, 2013 and 2014, $1.4 million, $1.5 million, $4.4 million and $4.7 million of costs were amortized and reflected in interest expense in the condensed consolidated statements of operations, respectively. |
As of March 31, 2014, interest accrued at a rate of 6.5% for the senior secured credit facilities. Interest payments of $0.2 million and $11.6 million were made in the three months ended March 31, 2013 and 2014, respectively, including $0.2 million and $0.2 million of commitment fees for the same periods. Interest payments of $24.5 million and $36.4 million were made in the nine months ended March 31, 2013 and 2014, respectively, including $0.5 million and $0.6 million of commitment fees for the same periods. |
Senior Notes due 2019 |
The Senior Notes due 2019 are guaranteed by all of the Company’s wholly-owned subsidiaries. The guarantees are full and unconditional and joint and several. Each of the subsidiary guarantors are 100% owned by the Company and have no independent assets or operations. |
Interest on the Senior Notes is payable semi-annually. The Senior Notes are redeemable in whole or in part, at the option of the Company, at varying redemption prices that generally include premiums. In addition, until October 1, 2014, the Company may, at its option redeem up to 35% of the then outstanding aggregate principal amount of the Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 111% of the aggregate principal amount thereof. |
As of March 31, 2014, interest accrued at 11.0% for the Senior Notes. The Company paid $22.0 million of interest related to the Senior Notes in the nine months ended March 31, 2013. The Company paid $22.0 million and $44.0 million of interest related to the Senior Notes in the three and nine months ended March 31, 2014, respectively. |