10.

LONG-TERM DEBT AND CAPITAL LEASES

Recent Financing Activities

In February 2015, we issued an additional $60,000 aggregate principal amount of 7.75% senior subordinated notes due February 15, 2019 (“2019 Notes”) as a part of our effort to refinance our senior revolving credit and letter of credit facility that was due March 18, 2016 (“Senior Credit Facility”). The 2019 Notes, which are fungible and subject to the same terms as the $325,000 existing 2019 Notes, were issued at a discount of approximately $476 to be accreted over the remaining term of the 2019 Notes. On February 27, 2015, we used the net proceeds from this issuance, together with the initial borrowings under our new senior secured asset-based revolving credit and letter of credit facility (“ABL Facility”), to refinance our Senior Credit Facility.

Our ABL Facility consists of a revolving credit facility with loans there under being available up to an aggregate principal amount of $190,000, subject to availability under the borrowing base formula as defined in the ABL Facility agreement. We have the right to request, at our discretion, an increase in the amount of loans under the ABL facility by an aggregate amount of $100,000, subject to the terms and conditions set forth in the ABL Facility agreement. Interest accrues at LIBOR plus between 1.75% and 2.50%, subject to the terms of the ABL Facility agreement and initially set at LIBOR plus 2.25%. The ABL Facility matures on February 27, 2020. The ABL Facility is guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries.

The ABL Facility requires us to maintain a certain minimum consolidated EBITDA measured at the end of each fiscal quarter. Additionally, during certain periods based upon availability of revolver loans being less than an agreed amount, the ABL Facility requires us to meet financial ratios, including, without limitation:

•

a minimum consolidated fixed charge coverage ratio; and

•

a maximum consolidated first lien funded debt to consolidated EBITDA ratio.

An event of default under any of our debt agreements could permit some of our lenders, including the lenders under the ABL Facility, to declare all amounts borrowed from them to be immediately due and payable, together with accrued and unpaid interest, or, in the case of the ABL Facility, terminate the commitment to make further credit extensions thereunder, which could, in turn, trigger cross-defaults under other debt obligations. If we were unable to repay debt to our lenders, or were otherwise in default under any provision governing our outstanding debt obligations, our secured lenders could proceed against us and against the collateral securing that debt.

Long-term debt and capital leases as of December 31, 2014, April 30, 2014 and April 30, 2013 consist of the following:


	December 31, 2014		April 30, 2014		April 30, 2013
Senior Secured Revolving Credit Facility:

Due March 2016; bearing interest at LIBOR plus 3.75%	$	131,300	$	133,860	$	123,200

Tax-Exempt Bonds:

New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds Series 2014; senior unsecured due December 2044 – fixed rate interest period through 2019, bearing interest at 3.75%		25,000		—		—

Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2; senior unsecured due January 2025 - fixed rate interest period through 2017, bearing interest at 6.25%		21,400		21,400		21,400

Vermont Economic Development Authority Solid Waste Disposal Long-Term Revenue Bonds Series 2013; senior unsecured due April 2036 – fixed rate interest period through 2018, bearing interest at 4.75%		16,000		16,000		16,000

Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013; senior unsecured due April 2029 – fixed rate interest period through 2019, bearing interest at 4.00%		11,000		—		—

Finance Authority of Maine Solid Wasete Disposal Revenue Bonds Series 2005R–1; letter of credit backed due January 2025 - variable rate interest period through 2017, bearing interest at SIFMA Index		3,600		3,600		3,600

Business Finance Authority of the State of New Hampshire Solid Waste Disposal Revenue Bonds Series 2013; letter of credit backed due April 2029 – converted to fixed rate interest period, bore interest at SIFMA Index		—		5,500		5,500

Other:

Capital leases maturing through April 2023, bearing interest at up to 7.70%		3,295		3,710		2,012

Notes payable maturing through April 2017, bearing interest at up to 6.00%		435		440		1,228

Senior Subordinated Notes:

Due February 2019; bearing interest at 7.75% (including unamortized discount of $1,319, $1,491 and $1,735)		323,681		323,509		323,265

		535,711		508,019		496,205
Less – current maturities of long-term debt		1,656		885		1,218

	$	534,055	$	507,134	$	494,987

Senior Secured Revolving Credit Facility

Our amended and restated senior secured revolving credit facility (“Revolver”) was a $227,500 component of our Senior Credit Facility that was due March 18, 2016. The Senior Credit Facility was guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries and secured by substantially all of our assets.

The Senior Credit Facility, as amended, also contained a number of important negative covenants which restricted, among other things, our ability to sell assets, pay dividends, invest in non-wholly owned entities, repurchase stock, incur debt, grant liens and issue preferred stock. As of the last required measurement date, we were in compliance with all covenants under the indenture governing the Senior Credit Facility.

Further advances were available under the Revolver in the amount of $69,133 as of December 31, 2014. The available amount is net of outstanding irrevocable letters of credit totaling $27,067 as of December 31, 2014, at which date no amount had been drawn.

Tax-Exempt Financings

New York Bonds

In December 2014, we completed a financing transaction involving $25,000 aggregate principal amount of New York Bonds. We borrowed the proceeds of the New York Bonds to repay borrowings under our Revolver for qualifying property, plant and equipment assets purchased in the state of New York since June 19, 2013.

As of December 31, 2014, we had outstanding $25,000 aggregate principal amount of New York Bonds. The New York Bonds, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 3.75% per annum through December 1, 2019, at which time they may be converted from a fixed rate to a variable rate, and interest is payable on June 1 and December 1 of each year. An additional $15,000 aggregate principal amount of New York Bonds may be offered under the same indenture in the future. The New York Bonds mature on December 1, 2044.

Maine Bonds

In the fiscal year 2012, we completed a financing transaction consisting of the conversion and remarketing of $21,400 principal amount Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-2 (“FAME Bonds 2005R-2”) from a variable rate to a fixed term.

As of December 31, 2014, we had outstanding $21,400 aggregate principal amount of FAME Bonds 2005R-2. The FAME Bonds 2005R-2, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 6.25% per annum through January 31, 2017, at which time they may be converted from a fixed to a variable rate, and interest is payable semiannually in arrears on February 1 and August 1 of each year. The FAME Bonds 2005R-2 mature on January 1, 2025.

As of December 31, 2014, we had outstanding $3,600 aggregate principal amount of Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005R-1 (“FAME Bonds 2005R-1”). The FAME Bonds 2005R-1 are variable rate bonds secured by a letter of credit issued by our administrative agent bank and interest is payable semiannually in arrears on February 1 and August 1 of each year. The FAME Bonds 2005R-1 mature on January 1, 2025.

We borrowed the proceeds of the FAME Bonds 2005R-1 and 2005R-2 to pay for certain costs relating to landfill development and construction, vehicle, container and related equipment acquisition for solid waste collection and transportation services, improvements to existing solid waste disposal, hauling, transfer station and other facilities, other infrastructure improvements, and machinery and equipment for solid waste disposal operations owned and operated by us, or a related party, all located in Maine.

Vermont Bonds

In the fiscal year 2013, we completed a financing transaction involving the issuance, by the Vermont Economic Development Authority, of $16,000 aggregate principal amount of its Solid Waste Disposal Long-Term Revenue Bonds Series 2013 (“Vermont Bonds”).

As of December 31, 2014, we had outstanding $16,000 aggregate principal amount Vermont Bonds. The Vermont Bonds, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 4.75% per annum through April 1, 2018, at which time they may be converted from a fixed rate to a variable rate, and interest is payable semiannually in arrears on April 1 and October 1 of each year. The Vermont Bonds mature on April 1, 2036. We borrowed the proceeds of the Vermont Bonds to repay borrowings under our Revolver for qualifying property, plant and equipment assets purchased in the state of Vermont since October 5, 2011.

New Hampshire Bonds

In the second quarter of transition period 2014, we completed a financing transaction involving $11,000 aggregate principal amount of tax-exempt Solid Waste Disposal Revenue Bonds Series 2013 issued by the Business Finance Authority of the State of New Hampshire (“New Hampshire Bonds”), consisting of the conversion and remarketing of $5,500 principal amount New Hampshire Bonds from a variable rate to a fixed term rate and the issuance of an additional $5,500 principal amount fixed term rate New Hampshire Bonds. We borrowed the proceeds of the New Hampshire Bonds to repay borrowings under our Revolver for qualifying property, plant and equipment assets purchased in the state of New Hampshire since October 5, 2011.

As of December 31, 2014, we had outstanding $11,000 aggregate principal amount of New Hampshire Bonds. The New Hampshire Bonds, which are unsecured and guaranteed jointly and severally, fully and unconditionally by all of our significant wholly-owned subsidiaries, accrue interest at 4.00% per annum through October 1, 2019, at which time they may be converted from a fixed rate to a variable rate, and interest is payable in arrears on April 1 and October 1 of each year. The New Hampshire Bonds mature on April 1, 2029.

Senior Subordinated Notes

In fiscal year 2012, we completed the offering of $200,000 of 2019 Notes. The net proceeds from the 2019 Notes, together with other available funds, were used to refinance our then outstanding senior subordinated notes due February 1, 2013 (“2013 Notes”) and to pay related transaction costs.

In fiscal year 2013, we completed the offering of an additional $125,000 of 2019 Notes. The 2019 Notes were issued at a discount of $1,863, which is amortized to interest expense over the life of the 2019 Notes. The net proceeds from the offering of additional 2019 Notes, along with $50,000 of Revolver borrowings, $42,184 of net equity proceeds from the offering and sale of Class A common stock and other available funds were used to redeem our Second Lien Notes in full and to pay related transaction costs.

As of December 31, 2014, we had outstanding $325,000 aggregate principal amount of 2019 Notes, which will mature on February 15, 2019. The 2019 Notes accrue interest at the rate of 7.75% per annum and interest is payable semiannually in arrears on February 15 and August 15 of each year.

The indenture governing the 2019 Notes contains certain negative covenants which restrict, among other things, our ability to sell assets, make investments in joint ventures, pay dividends, repurchase stock, incur debt, grant liens and issue preferred stock. As of December 31, 2014, we were in compliance with all covenants under the indenture governing the 2019 Notes and we do not believe that these restrictions impact our ability to meet future liquidity needs except that they may impact our ability to increase our investments in non-wholly owned entities, including the joint ventures to which we are already party.

The 2019 Notes are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of our existing and future domestic restricted subsidiaries that guarantee our Senior Credit Facility.

Loss on Debt Extinguishment

In fiscal year 2013, we recorded a charge of $15,584 as a loss on debt extinguishment related to the full refinancing of the Second Lien Notes. The loss on debt extinguishment consisted of a $2,767 non-cash write off of deferred financing costs, a $2,074 non-cash write off of the unamortized original issue discount and a $10,743 charge associated with the early tender premium and tender fees associated with the redemption of the Second Lien Notes.

In fiscal year 2012, we recorded a charge of $300 as a loss on debt extinguishment related to the non-cash write off of unamortized deferred financing costs associated with the original issuance of $25,000 Finance Authority of Maine Solid Waste Disposal Revenue Bonds Series 2005 following the mandatory tender of $21,400 of the aggregate principal amount then outstanding.

Interest Expense

The components of interest expense for transition period 2014, fiscal year 2014, fiscal year 2013 and fiscal year 2012 are as follows:


	Eight Months Ended December 31, 2014			Fiscal Year Ended April 30,
	Eight Months Ended December 31, 2014			2014			2013			2012
Interest expense on debt, capital lease and financing lease obligations	$	23,065		$	34,216		$	36,955		$	40,156
Amortization of debt financing costs		2,020			2,757			3,325			3,307
Amortization of debt discounts		173			243			626			964
Letter of credit fees		714			1,215			1,032			988
Less: capitalized interest		(333	)		(256	)		(368	)		(407	)

Total interest expense	$	25,639		$	38,175		$	41,570		$	45,008

Fair Value of Debt

As of December 31, 2014, the fair value of our fixed rate debt, including our 2019 Notes, FAME Bonds 2005R-2, Vermont Bonds, New York Bonds and New Hampshire Bonds was approximately $401,861 and the carrying value was $398,400. The fair value of the 2019 Notes are considered to be Level 1 within the fair value hierarchy as the fair value is based off of a quoted market price in an active market. The fair value of the FAME Bonds 2005R-2, the Vermont Bonds, the New York Bonds and the New Hampshire Bonds is considered to be Level 2 within the fair value hierarchy as the fair value is determined using market approach pricing that utilizes pricing models and pricing systems, mathematical tools and judgment to determine the evaluated price for the security based on the market information of each of the bonds or securities with similar characteristics.

Although we have determined the estimated fair value amounts of the FAME Bonds 2005R-2, the Vermont Bonds, the New York Bonds and the New Hampshire Bonds using available market information and commonly accepted valuation methodologies, a change in available market information, and/or the use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. These amounts have not been revalued, and current estimates of fair value could differ significantly from the amounts presented. As of December 31, 2014, the fair value of our Revolver approximated its carrying value of $131,300 based on current borrowing rates for similar types of borrowing arrangements, or Level 2 inputs. The carrying value of our remaining material variable rate debt, the FAME Bonds 2005R-1, approximates fair value because the interest rate for the debt instrument is based on a market index that approximates current market rates for instruments with similar risk and maturities.

Future Maturities of Debt

Aggregate principal maturities of long-term debt and capital leases as of December 31, 2014 are as follows:


Estimated Future Payments as of December 31, 2014:
2015	$	1,656
2016		131,704
2017		237
2018		226
2019 (1)		323,925
Thereafter		77,963

	$	535,711

(1)	Includes unamortized discount of $1,319 on 2019 Notes.