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Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt

7. DEBT

Debt consisted of the following at December 31 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

Term loan

 

$

-

 

 

$

80,438

 

Less unamortized discount

 

 

-

 

 

 

(282

)

Less unamortized term loan debt issuance costs

 

 

-

 

 

 

(435

)

Long-term debt, net, less current portion

 

$

-

 

 

$

79,721

 

 

2019 Credit Agreement

 

On September 30, 2019 (the “Closing Date”), the Company obtained a new unsecured credit facility in an aggregate principal amount up to $50.0 million (the “Credit Facility”) through its wholly owned subsidiaries, Medpace, Inc., as borrower (the “Borrower”), and Medpace IntermediateCo, Inc., as guarantor (the “Guarantor”).

 

On the Closing Date, the Borrower and lender entered into a Loan Agreement (the “Loan Agreement”) providing for the Credit Facility, and the Guarantor executed a Guaranty Agreement providing for its guarantee of the payment and performance of the obligations under the Loan Agreement. The Loan Agreement provides that outstanding balances under the Credit Facility will bear interest at a rate of LIBOR plus 100 basis points (1.00%). The Loan Agreement also provides that the Credit Facility will expire in 364 days from the Closing Date.

 

The Loan Agreement contains other customary loan terms, representations and warranties, and affirmative and negative covenants, in each case, subject to customary limitations, exceptions and exclusions. The Loan Agreement contains certain events of default, including, among others, non-payment of principal or interest and breach of the covenants.

 

As of December 31, 2019, there were no outstanding borrowings under the Credit Facility and $0.2 million in letters of credit outstanding related to certain operating lease obligations, which are secured by the Credit Facility.  

 

The Loan Agreement replaced the Company’s senior secured credit agreement dated as of December 8, 2016 (the “Prior Senior Secured Credit Agreement”), which was terminated on September 30, 2019 (the “Termination Date”). As of September 30, 2019, no amounts were drawn under the Prior Senior Secured Credit Agreement and no fees or penalties were incurred as a result of the termination, other than the payment of accrued commitment fees of $0.1 million through the Termination Date. In addition, on the Termination Date, the Company recorded unamortized loan issuance fees of $0.7 million, consisting of $0.5 million in Selling, general and administrative and $0.2 million of interest expense, during the third quarter of 2019, representing unamortized loan origination fees and loan discounts, respectively, associated with the Prior Senior Secured Credit Agreement.

2016 Credit Agreement

On December 8, 2016, Medpace IntermediateCo, Inc., as borrower, and Medpace Acquisition, Inc., a wholly-owned subsidiary of Medpace Holdings, Inc., as parent guarantor (the “Parent Guarantor”), entered into the Prior Senior Secured Credit Agreement consisting of a $165.0 million term loan (the “Prior Senior Secured Term Loan Facility”) issued at 99.7% and a $150.0 million senior secured revolving credit facility (the “Prior Senior Secured Revolving Credit Facility” and, together with the Prior Senior Secured Term Loan Facility, the “Prior Senior Secured Credit Facilities”). The Prior Senior Secured Term Loan Facility and Prior Senior Secured Revolving Credit Facility were set to expire in December 2021, but were terminated on September 30, 2019.

The Prior Senior Secured Credit Facilities provided for, at the Company’s option, interest at the Eurocurrency rate or Base rate for the Prior Senior Secured Term Loan Facility and the Prior Senior Secured Revolving Credit Facility borrowings. The Company, at its discretion, could choose interest periods of one, two, three or six months, which determines the interest rate to be applied. Interest on Eurocurrency loans was payable at the end of the selected Eurocurrency term and interest on Base rate loans were payable quarterly in conjunction with any required principal payments.

Borrowings under the Prior Senior Secured Credit Facilities bore interest at a rate equal to, at our option, either (i) the adjusted Eurocurrency rate based on LIBOR for U.S. dollar deposits for loans denominated in dollars, EURIBOR for Euro deposits for loans denominated in Euros and the offer rate for any other currencies for loans denominated in such other currencies for the relevant interest period plus an applicable margin from 1.25% to 2.25% based on the total net leverage ratio from less than 1.50:1.00 to greater than 3.75:1:00, or (ii) an alternative base rate (determined by reference to the highest of (a) the prime commercial lending rate of the administrative agent, as established from time to time, (b) the Federal Funds Rate plus 0.50% and (c) the one-month adjusted Eurocurrency rate for loans in U.S. dollars plus 1.00%) plus an applicable margin from 0.25% to 1.25% based on the total net leverage ratio from less than 1.50:1.00 to greater than 3.75:1:00.  The applicable margin as of December 31, 2018 was 1.25% for eurocurrency loans and 0.25% for base rate loans. The Company was able to voluntarily prepay outstanding loans under the Prior Senior Secured Credit Facilities without premium or penalty. As of December 31, 2018, the interest rate applicable on the term loan was the Eurocurrency interest rate of 3.77%.

In addition, the Company was required to pay to the lenders a commitment fee on a quarterly basis at an annual rate of 0.375% of the unused borrowings under the Prior Senior Secured Revolving Credit Facility for the first full fiscal quarter after the closing date, and thereafter 0.50% if the total net leverage ratio is greater than or equal to 3.00:1.00, or 0.375% if the total net leverage ratio is less than 3.00:1.00. At December 31, 2018 the Company had no outstanding borrowings under the Prior Senior Secured Revolving Credit Facility, resulting in $149.8 million in undrawn capacity available under the Prior Senior Secured Revolving Credit Facility. As of December 31, 2018, the interest rate applicable on the Prior Senior Secured Revolving Credit Facility was the Eurocurrency interest rate of 3.77%. In addition, the Company had $0.2 million in letters of credit outstanding, which were secured by the Prior Senior Secured Revolving Credit Facility at December 31, 2018.

The original issue discount of $0.5 million related to the issuance of the Prior Senior Secured Term Loan Facility was recorded as a reduction of the underlying debt issuances within Long-term debt, net, less current portion and was being amortized over the life of the debt using the effective-interest method. The unamortized portion of the discount related to the Prior Senior Secured Term Loan Facility was $0.3 million as of December 31, 2018. Per the terms of the Prior Senior Secured Credit Term Loan Facility, principal was scheduled to be paid quarterly on the last business day of March, June, September and December of each year, beginning March 2017.

Origination fees of $0.8 million related to the Prior Senior Secured Term Loan Facility were recorded as a reduction of the underlying debt issuances in Long-term debt, net. These fees were being amortized over the life of the debt using the effective-interest method. The unamortized portion of the origination fees related to the Prior Senior Secured Term Loan Facility was $0.4 million at December 31, 2018.

In the second quarter of 2019, the Company paid off its remaining outstanding obligations against its Prior Senior Secured Term Loan Facility. Upon satisfaction of the outstanding obligations of the Prior Senior Secured Term Loan Facility, the Company recorded unamortized term loan issuance fees of $0.3 million to Selling, general and administrative expenses and the unamortized discount of $0.2 million to Interest expense, net.

Origination fees of $1.6 million related to the Prior Senior Secured Revolving Credit Facility were originally capitalized as a component of Other assets. These fees were being amortized over the life of the debt using the effective-interest method. The unamortized portion of the origination fees related to the Prior Senior Secured Revolving Credit Facility were $0.9 million at December 31, 2018.

The Prior Senior Secured Credit Facilities were guaranteed by the Parent Guarantor and its material, direct or indirect wholly owned domestic subsidiaries, with certain exceptions, including where providing such guarantees is not permitted by law, regulation or contract or would result in adverse tax consequences. The Prior Senior Secured Credit Facilities were subject to customary covenants relating to financial ratios and restrictions on certain types of transactions, including restricting the Company's ability to incur additional indebtedness, acquire and dispose of assets, make investments, pay dividends, or engage in mergers and acquisitions. The Company was required to maintain a ratio of consolidated funded indebtedness minus unrestricted cash and cash equivalents (in the aggregate not to exceed $50 million and to include not more than $25 million of foreign unrestricted cash and cash equivalents) to consolidated EBITDA for the most recent four fiscal quarter period not to exceed 4.00:1.00; provided that the Company shall be permitted to increase the ratio to 4.50:1.00 in connection with any permitted acquisition or any other acquisition consented to by the Administrative Agent and the Required Lenders (as defined in the Prior Senior Secured Credit Agreement) with total cash consideration in excess of $25 million.  Such increase shall be applicable for the fiscal quarter in which such acquisition is consummated and the three consecutive test periods thereafter.  The Company was also required to maintain a ratio of consolidated EBITDA to consolidated interest expense, in each case for the most recent four fiscal quarter period, of not less than 3.00:1.00. The Company was in compliance with all financial covenants as of December 31, 2018.