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Long-Term Debt, Net | 6 Months Ended
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Jun. 30, 2022
Debt Disclosure [Abstract] |
Long-Term Debt, Net | 6.LONG-TERM DEBT, NET Long-term debt consisted of the following:
|  | June 30, 2022 |  |  | December 31, 2021 |
2022 Revolving Credit Agreement due May 4, 2027 |  | $ | 29,000 |  |  |  | — |
Net term note to bank due September 7, 2025 |  |  | — |  |  | $ | 29,155 |
Total long-term debt, net (including current portion) |  |  | 29,000 |  |  |  | 29,155 |
Less: Current portion |  |  | — |  |  |  | (1,775 | )
Total long-term debt, net |  | $ | 29,000 |  |  | $ | 27,380 |
On December 7, 2017, we entered into a senior secured term credit agreement (as amended from time to time, the “2017 Term Credit Agreement”), pursuant to which JPMorgan Chase Bank, N.A., Bank of America, N.A. and Kirkpatrick Bank made certain term loans to us (the “2017 Term Loans”). Our obligations under the 2017 Term Loans were secured by a mortgage and first priority security interest in our corporate headquarters property. The 2017 Term Loans were due to mature on September 7, 2025 and bore interest, at our option, at either (a) a prime rate plus 1.0% or (b) an adjusted LIBOR rate for the interest period in effect for such 2017 Term Loan plus 1.5%. As discussed below, the 2017 Term Loans were repaid in full on May 4, 2022 and the 2017 Term Credit Agreement was terminated. At the time of payoff, unamortized debt issuance costs totaling $0.1 million were written off. On February 12, 2018, we entered into a senior secured revolving credit agreement (the “2018 Revolving Credit Agreement”) with JPMorgan Chase Bank, N.A. and Bank of America, N.A. that provided for a senior secured revolving credit facility (the “2018 Facility”) in the aggregate principal amount of $50.0 million (the “2018 Revolving Commitment”), which could have been increased to up to $100.0 million, subject to obtaining additional lender commitments and certain approvals and satisfying certain other conditions. The 2018 Facility included a $5.0 million sublimit for swingline loans and a $2.5 million sublimit for letters of credit. The 2018 Facility was scheduled to mature on February 12, 2020. On April 15, 2019, we entered into the First Amendment to Revolving Credit Agreement, pursuant to which (i) Wells Fargo Bank, N.A., was added as a lender, (ii) the 2018 Revolving Commitment was increased to $75.0 million, which could have been further increased to $125.0 million subject to obtaining additional lender commitments and certain approvals and satisfying other conditions, and (iii) the scheduled maturity date of the 2018 Facility was extended to April 15, 2022. Pursuant to its terms, the 2018 Facility matured on April 15, 2022. At maturity, we did not have any borrowings outstanding under the 2018 Facility. On May 4, 2022 (the “May 2022 Facility Closing Date”), Paycom Payroll, LLC (the “Borrower”), Software, and certain other subsidiaries of Software (collectively, the “Guarantors,” and collectively with the Borrower, the “Loan Parties”), entered into a new credit agreement (as amended from time to time, the “May 2022 Revolving Credit Agreement”) with Bank of America, N.A., as a lender, swingline lender and letters of credit issuer, the lenders from time to time party thereto (collectively with Bank of America, N.A., the “May 2022 Lenders”), and Bank of America, N.A., as the administrative agent. The May 2022 Revolving Credit Agreement provided for a senior secured revolving credit facility (the “May 2022 Facility”) in the initial aggregate principal amount of up to $250.0 million, and the ability to request an incremental facility of up to an additional $100.0 million, subject to obtaining additional lender commitments and certain approvals and satisfying certain other conditions. The May 2022 Facility included a $25.0 million sublimit for swingline loans and a $2.5 million sublimit for letters of credit. On June 7, 2022, the aggregate commitments under the May 2022 Revolving Credit Agreement were increased from $250.0 million to $350.0 million. The May 2022 Facility was scheduled to mature on May 4, 2027. We had the option to borrow under the May 2022 Facility in the form of either base rate loans or Bloomberg Short-Term Bank Yield Index (“BSBY”) rate loans. Each BSBY rate loan would bear interest at a rate per annum equal to the BSBY rate plus (i) 1.125% if the Company’s consolidated leverage ratio was less than 1.0 to 1.0 or (ii) 1.375% if the Company’s consolidated leverage ratio was greater than or equal to 1.0 to 1.0. Each base rate loan would bear interest at a rate per annum equal to (x) a fluctuating rate of interest per annum equal to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate and (iii) the BSBY rate plus 1.0%, subject to the interest rate floors set forth therein, plus (y) 0.125% if the Company’s consolidated leverage ratio was less than 1.0 to 1.0, or (ii) 0.375% if the Company’s consolidated leverage ratio was greater than or equal to 1.0 to 1.0. We were required to pay a quarterly commitment fee at a rate of 0.20% per annum on the daily amount of the undrawn portion of the revolving commitments under the May 2022 Facility. We were also required to pay customary letter of credit fees upon drawing any letter of credit. The May 2022 Facility provided for no scheduled principal amortization prior to the scheduled maturity date. Subject to certain conditions set forth in the May 2022 Revolving Credit Agreement, we could borrow, prepay and reborrow under the May 2022 Facility and terminate or reduce the May 2022 Lenders’ commitments at any time prior to the scheduled maturity date. The proceeds of the loans and letters of credit under the May 2022 Facility were to be used for ongoing working capital and general corporate purposes and refinancing the 2017 Term Loans. On the May 2022 Closing Date, we borrowed $29.0 million under the May 2022 Facility to repay the 2017 Term Loans, along with accrued interest, expenses and fees. The loan on the May 2022 Facility Closing Date bore interest at the BSBY rate plus 1.125%. In connection with the repayment of the 2017 Term Loans, the 2017 Term Credit Agreement was terminated on May 4, 2022. Under the May 2022 Revolving Credit Agreement, we were required to maintain as of the end of each fiscal quarter a consolidated fixed charge coverage ratio of not less than 1.25 to 1.0 and a consolidated leverage ratio of not greater than 2.25 to 1.0. Additionally, the May 2022 Revolving Credit Agreement contained customary affirmative and negative covenants, including covenants limiting our ability to, among other things, grant liens, incur debt, effect certain mergers, make investments, dispose of assets, enter into certain transactions, including swap agreements and sale and leaseback transactions, pay dividends or distributions on our capital stock, and enter into transactions with affiliates, in each case subject to customary exceptions for a facility of the size and type of the May 2022 Facility. Our obligations under the May 2022 Facility were secured by a senior security interest in all personal property of the Loan Parties. The events of default under the May 2022 Revolving Credit Agreement included, among others, payment defaults, breaches of covenants, defaults under the related loan documents, material misrepresentations, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, judgment defaults and change in control events. The occurrence of an event of default could have resulted in the acceleration of our obligations under the May 2022 Revolving Credit Agreement, the requirement to post cash collateral with respect to letters of credit, the termination of the May 2022 Lenders’ commitments and a 2.0% increase in the rate of interest. As of June 30, 2022, we had $29.0 million outstanding under the May 2022 Facility. On July 29, 2022, we entered into the July 2022 Credit Agreement (as defined in Note 15) and borrowed $29.0 million under the July 2022 Term Loan Facility (as defined in Note 15) to repay the outstanding borrowings of $29.0 million under the May 2022 Facility along with accrued interest, expenses and fees. In connection with the repayment, the May 2022 Revolving Credit Agreement was terminated on July 29, 2022. See Note 15 for additional information regarding the July 2022 Credit Agreement. As of June 30, 2022 and December 31, 2021, the carrying value of our total long-term debt approximated its fair value as of such date. The fair value of our long-term debt is estimated based on the borrowing rates currently available to us for bank loans with similar terms and maturities.

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