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Long-Term Debt | 12 Months Ended
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Dec. 31, 2018
Debt Disclosure [Abstract] |
Long-Term Debt | 4) LONG-TERM DEBT A summary of long-term debt follows:
|  | December 31, |
|  | 2018 |  |  | 2017 |
|  | (amounts in thousands) |
Long-term debt: |  |  |  |  |  |  |  |
Notes payable and Mortgages payable (including obligations under capitalized leases of $19,941 in 2018 and $21,780 in 2017) and term loans with varying maturities through 2027; weighted average interest rates of 9.5% in 2018 and 9.1% in 2017 (see Note 7 regarding capitalized leases) |  | $ | 20,159 |  |  | $ | 22,794 |
Revolving credit and on-demand credit facility |  |  | 6,300 |  |  |  | 438,100 |
Term Loan A, net of unamortized discount of $708 in 2017 |  |  | 2,000,000 |  |  |  | 1,774,607 |
Term Loan B |  |  | 500,000 |  |  |  | — |
Accounts receivable securitization program |  |  | 390,000 |  |  |  | 419,500 |
3.75% Senior Secured Notes due 2019, net of unamortized discount of $69 in 2017 |  |  | — |  |  |  | 299,931 |
4.75% Senior Secured Notes due 2022, including unamortized premium of $3,460 in 2018 and $4,430 in 2017 and net of unamortized discount of $97 in 2018 and $124 in 2017 |  |  | 703,363 |  |  |  | 704,306 |
5.00% Senior Secured Notes due 2026 |  |  | 400,000 |  |  |  | 400,000 |
Total debt before unamortized financing costs |  |  | 4,019,822 |  |  |  | 4,059,238 |
Less-Unamortized financing costs |  |  | (21,189 | ) |  |  | (19,229 | )
Total debt after unamortized financing costs |  |  | 3,998,633 |  |  |  | 4,040,009 |
Less-Amounts due within one year (net of unamortized financing costs) |  |  | (63,446 | ) |  |  | (545,619 | )
Long-term debt |  | $ | 3,935,187 |  |  | $ | 3,494,390 |
Credit Facilities and Outstanding Debt Securities On October 23, 2018, we entered into a Sixth Amendment (the “Sixth Amendment”) to our credit agreement dated as of November 15, 2010, as amended on March 15, 2011, September 21, 2012, May 16, 2013, August 7, 2014 and June 7, 2016, among UHS, as borrower, the several banks and other financial institutions from time to time parties thereto, as lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (the “Senior Credit Agreement”). The Sixth Amendment became effective on October 23, 2018. The Sixth Amendment amended the Senior Credit Facility to, among other things: (i) increase the aggregate amount of the revolving credit facility to $1 billion (increase of $200 million over the $800 million previous commitment); (ii) increase the aggregate amount of the tranche A term loan commitments to $2 billion, which represents the outstanding borrowings as of December 31, 2018 (increase of approximately $290 million over the $1.71 billion of outstanding borrowings prior to the amendment), and; (iii) extended the maturity date of the revolving credit and tranche A term loan facilities to October 23, 2023 from August 7, 2019. On October 31, 2018, we added a seven-year tranche B term loan facility in the aggregate principal amount of $500 pursuant (which represents the outstanding borrowings as of December 31, 2018) to the Senior Credit Agreement. The tranche B term loan matures on October 31, 2025. We used the proceeds to repay borrowings under the revolving credit facility, the Securitization, to redeem our $300 million, 3.75% Senior Notes that were scheduled to mature in 2019 and for general corporate purposes. As of December 31, 2018, we had no borrowings outstanding pursuant to our $1 billion revolving credit facility and we had $960 million of available borrowing capacity net of $34 million of outstanding letters of credit and $6 million of outstanding borrowings pursuant to a short-term credit facility. Pursuant to the terms of the Sixth Amendment, the tranche A term loan provides for eight installment payments of $12.5 million per quarter commencing on March 31, 2019 followed by payments of $25 million per quarter until maturity when all outstanding amounts will be due. The tranche B term loan provides for installment payments of $1.25 million per quarter commencing March 31, 2019 through maturity. Borrowings under the Senior Credit Agreement bear interest at our election at either (1) the ABR rate which is defined as the rate per annum equal to the greatest of (a) the lender’s prime rate, (b) the weighted average of the federal funds rate, plus 0.5% and (c) one month LIBOR rate plus 1%, in each case, plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from 0.375% to 0.625% for revolving credit and term loan A borrowings and 0.75% for tranche B borrowings, or (2) the one, two, three or six month LIBOR rate (at our election), plus an applicable margin based upon our consolidated leverage ratio at the end of each quarter ranging from 1.375% to 1.625% for revolving credit and term loan A borrowings and 1.75% for the tranche B term loan. As of December 31, 2018, the applicable margins were 0.375% for ABR-based loans and 1.375% for LIBOR-based loans under the revolving credit and term loan A facilities. The revolving credit facility includes a $125 million sub-limit for letters of credit. The Senior Credit Agreement is secured by certain assets of the Company and our material subsidiaries (which generally excludes asset classes such as substantially all of the patient-related accounts receivable of our acute care hospitals, and certain real estate assets and assets held in joint-ventures with third parties) and is guaranteed by our material subsidiaries. The Senior Credit Agreement includes a material adverse change clause that must be represented at each draw. The Senior Credit Agreement contains covenants that include a limitation on sales of assets, mergers, change of ownership, liens and indebtedness, transactions with affiliates, dividends and stock repurchases; and requires compliance with financial covenants including maximum leverage. We are compliant with all required covenants as of December 31, 2018 and 2017. In late April, 2018, we entered into the sixth amendment to our accounts receivable securitization program (“Securitization”) dated as of October 27, 2010 with a group of conduit lenders, liquidity banks, and PNC Bank, National Association, as administrative agent, which provides for borrowings outstanding from time to time by certain of our subsidiaries in exchange for undivided security interests in their respective accounts receivable. The sixth amendment, among other things, extended the term of the Securitization program through April 26, 2021 and increased the borrowing capacity to $450 million (from $440 million previously). Although the program fee and certain other fees were adjusted in connection with the sixth amendment, substantially all other provisions of the Securitization program remained unchanged. Pursuant to the terms of our Securitization program, substantially all of the patient-related accounts receivable of our acute care hospitals (“Receivables”) serve as collateral for the outstanding borrowings. We have accounted for this Securitization as borrowings. We maintain effective control over the Receivables since, pursuant to the terms of the Securitization, the Receivables are sold from certain of our subsidiaries to special purpose entities that are wholly-owned by us. The Receivables, however, are owned by the special purpose entities, can be used only to satisfy the debts of the wholly-owned special purpose entities, and thus are not available to us except through our ownership interest in the special purpose entities. The wholly-owned special purpose entities use the Receivables to collateralize the loans obtained from the group of third-party conduit lenders and liquidity banks. The group of third-party conduit lenders and liquidity banks do not have recourse to us beyond the assets of the wholly-owned special purpose entities that securitize the loans. At December 31, 2018, we had $390 million of outstanding borrowings pursuant to the terms of the Securitization and $60 million of available borrowing capacity. As of December 31, 2018, we had combined aggregate principal of $1.1 billion from the following senior secured notes:
| • | $700 million aggregate principal amount of 4.75% senior secured notes due in August, 2022 (“2022 Notes”) which were issued as follows:
| o | $300 million aggregate principal amount issued on August 7, 2014 at par.
| o | $400 million aggregate principal amount issued on June 3, 2016 at 101.5% to yield 4.35%.
| • | $400 million aggregate principal amount of 5.00% senior secured notes due in June, 2026 (“2026 Notes”) which were issued on June 3, 2016.
Interest on the 2022 Notes is payable on February 1 and August 1 of each year until the maturity date of August 1, 2022. Interest on the 2026 Notes is payable on June 1 and December 1 until the maturity date of June 1, 2026. The 2022 Notes and 2026 Notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The 2022 Notes and 2026 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. On November 26, 2018 we redeemed the $300 million aggregate principal, 3.75% Senior Notes due in 2019. The 2019 Notes were redeemed for an aggregate price equal to 100.485% of the principal amount, resulting in a premium paid of approximately $1 million, plus accrued interest to the redemption date. At December 31, 2018, the carrying value and fair value of our debt were each approximately $4.0 billion. At December 31, 2017, the carrying value and fair value of our debt were approximately $4.0 billion and $4.1 billion, respectively. The fair value of our debt was computed based upon quotes received from financial institutions. We consider these to be “level 2” in the fair value hierarchy as outlined in the authoritative guidance for disclosures in connection with debt instruments. The aggregate scheduled maturities of our total debt outstanding as of December 31, 2018 are as follows:
|  | (000s) |
2019 |  | $ | 63,446 |
2020 |  |  | 56,650 |
2021 |  |  | 496,696 |
2022 |  |  | 810,526 |
2023 |  |  | 1,707,476 |
Later |  |  | 885,028 |
Total maturities before unamortized financing costs |  |  | 4,019,822 |
Less-Unamortized financing costs |  |  | (21,189 | )
Total |  | $ | 3,998,633 |

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