Note 10 - Credit Agreements

12 Months Ended

Dec. 31, 2015

10. Credit Agreements

Short-term borrowings are included in the consolidated balance sheets as follows:

	December 31,
	201 5		201 4

ABL facility	$	-	$	-
Other lines of credit		8,594		5,359
Total	$	8,594	$	5,359

Long-term borrowings are included in the consolidated balance sheets as follows:

	December 31,
	2015			2014

Term loan	$	954,000		$	1,104,000
Original issue discount		(16,940	)		(23,861	)
ABL facility		100,000			-
Capital lease obligation		1,694			2,059
Other		12,000			460
Total		1,050,754			1,082,658
Less: current portion of debt		500			389
Less: current portion of capital lease obligation		157			168
Total	$	1,050,097		$	1,082,101

Maturities of long-term borrowings outstanding at December 31, 2015, are as follows:

Year
2016	$	657
2017		11,666
2018		172
2019		177
After 2019		1,055,022
Total	$	1,067,694

On May 31, 2013, the Company amended and restated its then existing term loan credit agreement (Previous Term Loan) by entering into a new term loan credit agreement (Term Loan) with certain commercial banks and other lenders. The Term Loan provides for a $1,200,000 term loan B credit facility and includes a $300,000 uncommitted incremental term loan facility. The Term Loan matures on May 31, 2020. Proceeds from the Term Loan were used to repay amounts outstanding under the Company’s Previous Term Loan and to fund a special cash dividend of $5.00 per share on the Company’s common stock (See Note 17, “Special Cash Dividend” to the consolidated financial statements for additional details). Remaining funds from the Term Loan were used for general corporate purposes and to pay related financing fees and expenses. The Term Loan is guaranteed by all of the Company’s wholly-owned domestic restricted subsidiaries, and is secured by associated collateral agreements which pledge a first priority lien on virtually all of the Company’s assets, including fixed assets and intangibles, other than all cash, trade accounts receivable, inventory, and other current assets and proceeds thereof, which are secured by a second priority lien. The Term Loan initially bore interest at rates based upon either a base rate plus an applicable margin of 1.75% or adjusted LIBOR rate plus an applicable margin of 2.75%, subject to a LIBOR floor of 0.75%. Beginning in the second quarter of 2014, and measured each quarterly period thereafter, the applicable margin related to base rate loans is reduced to 1.50% and the applicable margin related to LIBOR rate loans is reduced to 2.50% to the extent that the Company’s net debt leverage ratio, as defined in the Term Loan, falls below 3.00 to 1.00 for that measurement period.

Because the Company’s net debt leverage ratio was below 3.00 to 1.00 on April 1, 2014, it realized a 25 basis point reduction in borrowing costs in the second quarter of 2014. As a result, the Company recorded a catch-up gain of $16,014 in the second quarter of 2014 which represents the total cash interest savings over the remaining term of the loan, as the Company projected the net debt leverage ratio to remain below 3.00 to 1.00. The gain was recorded as original issue discount on long-term borrowings in the consolidated balance sheets.

Because the Company’s net debt leverage ratio was above 3.00 to 1.00 on July 1, 2015, it realized a 25 basis point increase in borrowing costs in the third quarter of 2015. As a result, the Company recorded a catch-up loss of $2,381 in the third quarter of 2015, which represents the additional cash interest expected to be paid while the net debt leverage ratio is forecasted to be above 3.00 to 1.00. The loss was recorded against original issue discount on long-term borrowings in the consolidated balance sheets. The Company’s net debt leverage ratio as of December 31, 2015 was above 3.00 to 1.00.

On May 18, 2015, the Company amended certain provisions and covenants of the Term Loan. In connection with this amendment and in accordance with ASC 470-50,

Debt Modifications and Extinguishments

, the Company capitalized $1,528 of fees paid to creditors as original issue discount on long-term borrowings and expensed $49 of transaction fees in the second quarter of 2015. As of December 31, 2015, the Company is in compliance with all covenants of the Term Loan. There are no financial maintenance covenants on the Term Loan.

Concurrent with the closing of the Term Loan on May 31, 2013, the Company amended its then existing ABL credit agreement. The amendment provides for a one year extension of the maturity date on the $150,000 senior secured ABL revolving credit facility (ABL Facility). The extended maturity date of the ABL Facility was May 31, 2018. Borrowings under the ABL Facility are guaranteed by all of the Company’s wholly-owned domestic restricted subsidiaries, and are secured by associated collateral agreements which pledge a first priority lien on all cash, trade accounts receivable, inventory, and other current assets and proceeds thereof, and a second priority lien on all other assets, including fixed assets and intangibles of the Company and certain domestic subsidiaries. ABL Facility borrowings initially bore interest at rates based upon either a base rate plus an applicable margin of 1.00% or adjusted LIBOR rate plus an applicable margin of 2.00%, in each case, subject to adjustments based upon average availability under the ABL Facility.

On May 29, 2015, the Company amended its ABL Facility. The amendment (i) increases the ABL Facility from $150,000 to $250,000 (Amended ABL Facility), (ii) extends the maturity date from May 31, 2018 to May 29, 2020, (iii) increases the uncommitted incremental facility from $50,000 to $100,000, (iv) reduces the interest rate spread by 50 basis points and (v) reduces the unused line fee by 12.5 basis points across all tiers. Additionally, the amendment relaxes certain restrictions on the Company’s ability to, among other things, (i) make additional investments and acquisitions (including foreign acquisitions), (ii) make restricted payments and (iii) incur additional secured and unsecured debt (including foreign subsidiary debt). In connection with this amendment and in accordance with ASC 470-50, the Company capitalized $540 of new debt issuance costs in 2015.

On May 29, 2015, the Company borrowed $100,000 under the Amended ABL Facility, the proceeds of which were used as a voluntary prepayment towards the Term Loan. As of December 31, 2015, there was $100,000 outstanding under the Amended ABL Facility, leaving $148,500 of availability, net of outstanding letters of credit.

On February 11 and May 2, 2013, the Company made voluntary prepayments of the Previous Term Loan of $80,000 and $30,000, respectively, with available cash on hand that was applied to future principal amortizations on the Previous Term Loan. As a result of the prepayments, the Company wrote off $2,763 of original issue discount and capitalized debt issuance costs during the year ended December 31, 2013 as a loss on extinguishment of debt in the consolidated statement of comprehensive income.

In connection with the May 31, 2013 refinancing, the Company capitalized $21,824 of new debt issuance costs, recorded $13,797 of fees paid to creditors as original issue discount, expensed $7,100 of transaction fees and wrote-off $5,473 of unamortized debt issuance costs and original issue discount relating to the Previous Term Loan and ABL credit agreement. Amounts expensed were recorded as a loss on extinguishment of debt in the consolidated statement of comprehensive income for the year ended December 31, 2013. The Company amortizes both the capitalized debt issuance costs and the original issue discount on its loans under the catch-up approach of the effective interest method.

On April 30, September 30 and December 31, 2014, the Company made voluntary prepayments of the Term Loan of $12,000, $50,000 and $25,000, respectively, with available cash on hand that was applied to future principal amortizations and the Excess Cash Flow payment requirement in the Term Loan. As a result of the prepayments, the Company wrote off $2,084 of original issue discount and capitalized debt issuance costs during the year ended December 31, 2014 as a loss on extinguishment of debt in the consolidated statement of comprehensive income.

On March 30 and May 29, 2015, the Company made voluntary prepayments of the Term Loan of $50,000 and $100,000, respectively, which will be applied to the Excess Cash Flow payment requirement in the Term Loan. As a result of the prepayments, the Company wrote off $4,795 of original issue discount and capitalized debt issuance costs during the year ended December 31, 2015 as a loss on extinguishment of debt in the condensed consolidated statement of comprehensive income.

As of December 31, 2015 and December 31, 2014, short-term borrowings consisted primarily of borrowings by our foreign subsidiaries on local lines of credit, which totaled $8,594 and $5,359, respectively.