XML 30 R21.htm IDEA: XBRL DOCUMENT
v3.19.3

FINANCING ARRANGEMENTS | 9 Months Ended
--- | ---
Sep. 30, 2019
Debt Disclosure [Abstract] |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS The following table is a summary of the Company’s financing arrangements (in thousands):
Current Obligations: | September 30, 2019 |  | December 31, 2018
Secured senior term loans ("Term Loans") | $ | 7,535 |  |  | $ | 7,535 |
Long-Term Obligations: |  |  |
Secured senior Term Loans due June 30, 2024 | $ | 729,045 |  |  | $ | 734,697 |
Unsecured senior notes, at 4.875%, due July 15, 2027 ("2027 Notes") | 545,000 |  |  | — |
Unsecured senior notes, at 5.125%, due July 15, 2029 ("2029 Notes") | 300,000 |  |  | — |
Unsecured senior notes, at 5.125%, due June 1, 2021 ("2021 Notes") | — |  |  | 845,000 |
Long-term obligations, at par | $ | 1,574,045 |  |  | $ | 1,579,697 |
Unamortized debt issuance costs and premium, net | (18,788 | ) |  | (14,676 | )
Long-term obligations, at carrying value | $ | 1,555,257 |  |  | $ | 1,565,021 |
Financing Activities On July 2, 2019, the Company completed a private placement of $545.0 million aggregate principal amount of 2027 Notes and $300.0 million aggregate principal amount of 2029 Notes (collectively, the "New Notes"). The 2027 Notes will mature on July 15, 2027, and the 2029 Notes will mature on July 15, 2029. Interest payments on each series of the New Notes will be paid semiannually on January 15 and July 15, commencing on January 15, 2020. The Company also maintains a $400.0 million revolving credit facility under which the Company had no outstanding loan balance as of September 30, 2019 and December 31, 2018. At September 30, 2019, approximately $231.1 million was available to borrow and outstanding letters of credit were $147.2 million. At December 31, 2018, $235.4 million was available to borrow and outstanding letters of credit were $130.1 million. The Company may redeem all or any portion of the 2027 Notes prior to July 15, 2022 or the 2029 Notes prior to July 15, 2024 at a redemption price equal to 100% of the principal amount redeemed plus a make whole premium as of the date of redemption including accrued and unpaid interest, if any, up to the date of redemption. Additionally, prior to July 15, 2022 for the 2027 Notes and July 15, 2024 for the 2029 Notes, the Company may use cash proceeds of one or more equity offerings to redeem up to 35% in aggregate principal of the 2027 Notes or the 2029 Notes at a redemption price equal to 104.875% or 105.125%, respectively, plus accrued and unpaid interest thereon, if any, up to the date of redemption. After the dates in the preceding paragraph, the Company may redeem all or any portion of the New Notes which remain outstanding at any time upon proper notice at the following redemption prices if redeemed during the twelve-month period commencing on July 15 of the years set forth below plus accrued and unpaid interest, if any, up to the date of redemption: 2027 Notes
Year |  | Percentage
2022 |  | 102.438 | %
2023 |  | 101.219 | %
2024 and thereafter |  | 100.000 | %
2029 Notes
Year |  | Percentage
2024 |  | 102.563 | %
2025 |  | 101.281 | %
2026 and thereafter |  | 100.000 | %
The New Notes and the related indenture contain various customary non-financial covenants and are guaranteed by substantially all of the Company’s current and future domestic subsidiaries. Concurrently with the closing of the New Notes on July 2, 2019, the Company purchased, using a portion of the net proceeds from the sale of the New Notes, an aggregate principal amount of $701.0 million of the 2021 Notes. The total amount paid in purchasing the 2021 Notes was $706.2 million including $3.1 million of accrued interest. On July 17, 2019, the Company redeemed the remaining $144.0 million outstanding 2021 Notes, including $0.9 million of accrued interest, using the remaining net proceeds from the sale of the New Notes and available cash. In connection with this early repurchase and redemption of the 2021 Notes, the Company recorded a loss on early extinguishment of debt of $6.1 million during the three months ended September 30, 2019. With the repurchase and redemption of the 2021 Notes, none of the Company’s outstanding debt is registered under the Securities Act of 1933, as amended. As of September 30, 2019 and December 31, 2018, the estimated fair value of the Company’s outstanding long-term obligations, including the current portion, was $1.6 billion. The Company’s estimates of fair value of its long-term obligations, including the current portion, are based on quoted market prices or other available market data which are considered Level 2 measures according to the fair value hierarchy. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotation, or alternative pricing sources with reasonable levels of price transparency for similar assets and liabilities. Cash Flow Hedges The Company’s strategy to hedge against fluctuations in variable interest rates involves entering into interest rate derivative agreements. Although the interest rate on all $736.6 million aggregate principal amount of Term Loans which were outstanding on September 30, 2019 is variable under the related Term Loan Agreement, the Company has effectively fixed the interest rate on $350.0 million aggregate principal amount of the Term Loans outstanding by entering into interest rate swap agreements with a notional amount of $350.0 million. Under the terms of the interest rate swap agreements, the Company receives interest based on the one-month LIBOR index and pays interest at a weighted average annual interest rate of approximately 2.92%. When combined with the 1.75% interest rate margin for Eurocurrency borrowings, the effective annual interest rate on such $350.0 million aggregate principal amount of Term Loans is therefore approximately 4.67%. The Company recognizes derivative instruments as either assets or liabilities on the balance sheet at fair value. No ineffectiveness has been identified on these swaps and, therefore, all unrealized changes in fair value are recorded in accumulated other comprehensive loss. Amounts are reclassified from accumulated other comprehensive loss into interest expense on the statement of operations in the same period or periods during which the hedged transaction affects earnings. As of September 30, 2019 and December 31, 2018, the Company has recorded a derivative liability with a fair value of $25.3 million and $8.8 million, respectively, within accrued expenses in connection with these cash flow hedges. The fair value of the interest rate swaps is calculated using discounted cash flow valuation methodologies based upon the one-month LIBOR yield curves that are observable at commonly quoted intervals for the full term of the interest rate swaps and as such is considered a Level 2 measure according to the fair value hierarchy

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration