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Debt | 6 Months Ended
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Jun. 30, 2019
Debt Disclosure [Abstract] |
Debt | Debt Debt, net, consists of the following:
|  | As of
(in millions, except percentages) |  | June 30, 2019 |  | December 31, 2018
Short-term debt: |  |  |  |
AR Facility |  | $ | — |  |  | $ | 85.0 |
Repurchase Facility |  | — |  |  | 75.0 |
5.250% senior unsecured notes, due 2022 |  | 549.7 |  |  | — |
Debt issuance costs |  | (3.3 | ) |  | — |
Total short-term debt |  | 546.4 |  |  | 160.0 |
Long-term debt: |  |  |  |
Term loan, due 2024 |  | 668.3 |  |  | 668.1 |
Senior unsecured notes: |  |  |  |
5.250% senior unsecured notes, due 2022 |  | — |  |  | 549.7 |
5.625% senior unsecured notes, due 2024 |  | 502.0 |  |  | 502.2 |
5.875% senior unsecured notes, due 2025 |  | 450.0 |  |  | 450.0 |
5.000% senior unsecured notes, due 2027 |  | 650.0 |  |  | — |
Total senior unsecured notes |  | 1,602.0 |  |  | 1,501.9 |
Debt issuance costs |  | (24.4 | ) |  | (20.4 | )
Total long-term debt, net |  | 2,245.9 |  |  | 2,149.6 |
Total debt, net |  | $ | 2,792.3 |  |  | $ | 2,309.6 |
Weighted average cost of debt |  | 5.2 | % |  | 5.1 | %
Term Loan The interest rate on the term loan due in 2024 (the “Term Loan”) was 4.4% per annum as of June 30, 2019. As of June 30, 2019, a discount of $1.7 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations. On July 8, 2019, we made a payment of $50.0 million on the Term Loan. Revolving Credit Facility We also have a $430.0 million revolving credit facility, which matures in 2022 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”). As of June 30, 2019, there were no outstanding borrowings under the Revolving Credit Facility. As of August 5, 2019, there were $40.0 million of outstanding borrowings under the Revolving Credit Facility, at a borrowing rate of approximately 4.4%. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.3 million in the three months ended June 30, 2019, $0.3 million in the three months ended June 30, 2018, $0.7 million in the six months ended June 30, 2019, and $0.6 million in the six months ended June 30, 2018. As of June 30, 2019, we had issued letters of credit totaling approximately $66.0 million against the letter of credit facility sublimit under the Revolving Credit Facility. Standalone Letter of Credit Facilities As of June 30, 2019, we had issued letters of credit totaling approximately $143.0 million under our aggregate $150.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three and six months ended June 30, 2019 and 2018. Accounts Receivable Securitization Facilities As of June 30, 2019, we had a $100.0 million revolving accounts receivable securitization facility (the “AR Facility”) which terminates in June 2021, unless extended, and a 364-day uncommitted $75.0 million structured repurchase facility (the “Repurchase Facility” and together with the AR Facility, the “AR Securitization Facilities”). On July 19, 2019, the Company, certain subsidiaries of the Company and MUFG Bank, Ltd. (“MUFG”) entered into amendments to the agreements governing the AR Securitization Facilities, along with other agreements with MUFG, pursuant to which the Company (i) granted the Purchasers (as defined below) a security interest in the existing and future accounts receivable and certain related assets of the Company’s taxable REIT subsidiaries (“TRSs”) as additional collateral under the AR Facility, (ii) increased the borrowing capacity under the AR Facility from $100.0 million to $125.0 million, (ii) increased the borrowing capacity under the Repurchase Facility from $75.0 million to $90.0 million, (iii) extended the term of the AR Facility so that it will now terminate on June 30, 2022, unless further extended, and (iv) extended the term of the Repurchase Facility so that it will now terminate on June 30, 2020, unless further extended. The amendments to the agreements governing the AR Securitization Facilities do not change how we account for the AR Securitization Facilities as a collateralized financing activity. In connection with the AR Securitization Facilities, as amended, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s TRSs (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs will transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility. In connection with the Repurchase Facility, the Originators may borrow funds collateralized by subordinated notes (the “Subordinated Notes”) issued by the SPVs in favor of their respective Originators and representing a portion of the outstanding balance of the accounts receivable assets sold by the Originators to the SPVs under the AR Facility. The Subordinated Notes will be transferred to MUFG, as repurchase buyer, on an uncommitted basis, and subject to repurchase by the applicable Originators on termination of the Repurchase Facility. The Originators have granted MUFG a security interest in the Subordinated Notes to secure their obligations under the agreements governing the Repurchase Facility, and the Company has agreed to guarantee the Originators’ obligations under the agreements governing the Repurchase Facility. As of June 30, 2019, there were no outstanding borrowings under either the AR Facility or the Repurchase Facility. As of June 30, 2019, borrowing capacity remaining under the AR Facility was $100.0 million based on approximately $230.5 million of accounts receivable used as collateral for the AR Securitization Facilities, and there was $75.0 million borrowing capacity remaining under the Repurchase Facility, in accordance with the agreements governing the AR Securitization Facilities. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial for each of the three and six months ended June 30, 2019 and 2018. As of August 5, 2019, there were $85.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of approximately 3.3%, and $75.0 million of outstanding borrowings under the Repurchase Facility, at a borrowing rate of approximately 3.5%. Senior Unsecured Notes On June 14, 2019, two of our wholly owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp.” and, together with Finance LLC, the “Borrowers”), issued $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “Notes”) in a private placement. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the Notes is payable on February 15 and August 15 of each year, beginning on February 15, 2020. On or after August 15, 2022, the Borrowers may redeem at any time, or from time to time, some or all of the Notes. Prior to such date, the Borrowers may redeem up to 40% of the aggregate principal amount of the aggregate principal amount with the proceeds of certain equity offerings, provided that at least 50% of the aggregate principal amount of the Notes remain outstanding after the redemption. On July 15, 2019, we used the net proceeds from the Notes to, among other things, redeem all of our outstanding $550.0 million,5.250% Senior Unsecured Notes due 2022 (the “Old Notes”), pay accrued and unpaid interest on the Old Notes, pay fees and expenses in connection with the Notes offering and Old Notes redemption, and recorded a loss on extinguishment of debt of $11.0 million relating to the Old Notes. As of June 30, 2019, a premium of $2.0 million on $100.0 million aggregate principal amount of the 5.625% Senior Unsecured Notes due 2024, remains unamortized. The premium is being amortized through Interest expense, net, on the Consolidated Statement of Operations. Debt Covenants Our credit agreement, dated as of January 31, 2014 (as amended, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Securitization Facilities, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limit the Company’s and our subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions, and (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers. The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Securitization Facilities) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.0 to 1.0. As of June 30, 2019, our Consolidated Net Secured Leverage Ratio was 1.0 to 1.0 in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we satisfy a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of June 30, 2019, our Consolidated Total Leverage Ratio was 5.5 to 1.0 in accordance with the Credit Agreement. As of June 30, 2019, we are in compliance with our debt covenants. Deferred Financing Costs As of June 30, 2019, we had deferred $30.7 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes. Interest Rate Swap Agreements We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt. The fair value of these swap positions was a net liability of approximately $5.2 million as of June 30, 2019, and $2.4 million as of December 31, 2018, and is included in Other liabilities on our Consolidated Statement of Financial Position. As of June 30, 2019, under the terms of the agreements, we will pay interest based on an aggregate notional amount of $200.0 million, under a weighted-average fixed interest rate of 2.7%, with a receive rate of one-month LIBOR and which mature at various dates until June 30, 2022. The one-month LIBOR rate was approximately 2.4% as of June 30, 2019. Fair Value Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $2.9 billion as of June 30, 2019, and $2.3 billion as of December 31, 2018. The fair value of our debt as of both June 30, 2019, and December 31, 2018, is classified as Level 2. The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $5.2 million as of June 30, 2019, and $2.4 million as of December 31, 2018. The aggregate fair value of our interest rate cash flow swap agreements as of both June 30, 2019 and December 31, 2018, is classified as Level 2.

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- 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
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