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Debt
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt

5. Debt

As of December 31, 2022 and 2021, our long-term debt was as follows (in thousands):

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

2021 Credit Agreement:

 

 

 

 

 

 

2021 Term Loan, due September 2026, interest at adjusted LIBOR plus
    applicable margin (combined rate of 6.355% at December 31, 2022)

 

$

140,625

 

 

$

148,125

 

Less – deferred financing costs

 

 

(2,656

)

 

 

(3,406

)

2021 Term Loan, net of unamortized discounts

 

 

137,969

 

 

 

144,719

 

$450 million revolving loan facility, due September 2026, interest at
    adjusted LIBOR plus applicable margin (combined rate of 6.355% at
    December 31, 2022)

 

 

275,000

 

 

 

-

 

2016 Convertible Notes:

 

 

 

 

 

 

2016 Convertible Notes – Senior convertible notes, due March 15, 2036,
    cash interest at 4.25%

 

-

 

 

 

230,000

 

Total debt, net of unamortized discounts

 

 

412,969

 

 

 

374,719

 

Current portion of long-term debt, net of unamortized discounts

 

 

(37,500

)

 

 

(237,500

)

Long-term debt, net of unamortized discounts

 

$

375,469

 

 

$

137,219

 

2021 Credit Agreement. In September 2021, we entered into a new $600.0 million credit agreement (the “2021 Credit Agreement”) with a consortium of banks to replace our $350.0 million credit agreement (“2018 Credit Agreement”).

The 2021 Credit Agreement provides borrowings in the form of: (i) a $150.0 million aggregate principal five-year term loan (the “2021 Term Loan”); and (ii) a $450.0 million aggregate principal five-year revolving loan facility (the “2021 Revolver”). With the $150.0 million proceeds from the 2021 Term Loan, we repaid the outstanding $120.0 million balance of the term loan under the 2018 Credit Agreement, resulting in a net increase of available cash of $30.0 million, a portion of which we used to pay certain fees and expenses in connection with the refinancing, and the remainder of which was used for general corporate purposes.

The interest rates under the 2021 Credit Agreement are based upon our choice of an adjusted LIBOR rate plus an applicable margin of 1.375% - 2.125%, or an alternate base rate (“ABR”) plus an applicable margin of 0.375% - 1.125%, with the applicable margin dependent upon our then-net secured total leverage ratio. We will pay a commitment fee of 0.150% - 0.325% of the average daily unused amount of the 2021 Revolver, with the commitment fee rate also dependent

upon our then-net secured total leverage ratio. The 2021 Credit Agreement includes LIBOR transition language in which we can elect an ABR, a Eurodollar rate, an alternate currency term rate, or an alternate currency daily rate.

The 2021 Credit Agreement contains customary affirmative, negative, and financial covenants that places limits on our ability to: (i) incur additional indebtedness; (ii) create liens on its property; (iii) make investments; (iv) enter into mergers and consolidations; (v) sell assets; (vi) declare dividends or repurchase shares; (vii) engage in certain transactions with affiliates; (viii) prepay certain indebtedness; and (ix) issue capital stock of subsidiaries. We must also meet certain financial covenants to include: (i) a maximum total leverage ratio; (ii) a maximum first-lien leverage ratio; and (iii) a minimum interest coverage ratio. In conjunction with the 2021 Credit Agreement, we entered into a security agreement in favor of Bank of America N.A, as collateral agent (the “Security Agreement”). Under the Security Agreement and 2021 Credit Agreement, certain of our domestic subsidiaries have guaranteed its obligations, and have pledged substantially all of our assets to secure the obligations under the 2021 Credit Agreement and such guarantees.

During 2022, we made $7.5 million of principal repayments on our 2021 Term Loan. As of December 31, 2022, our interest rate on the 2021 Term Loan is 6.355% (adjusted LIBOR plus 1.625% per annum), effective through March 31, 2023, and our commitment fee on the 2021 Revolver is 0.20%.

In March 2022, we borrowed $245.0 million from our 2021 Revolver to settle our 2016 Convertible Notes (see below). Additionally, throughout 2022, we also borrowed $45.0 million from the 2021 Revolver for general corporate purposes, and repaid $15.0 million of this amount, resulting in total borrowings on our 2021 Revolver as of December 31, 2022 of $275.0 million. In January of 2023, we borrowed an additional $15.0 million on the 2021 Revolver, leaving us currently with $160.0 million available.

In conjunction with the closing of the 2021 Credit Agreement, we incurred financing costs of $3.0 million. When combined with the remaining deferred financing costs of the 2018 Credit Agreement, financing costs of $3.7 million had been deferred and are being amortized to interest expense using the effective interest method over the related term of the 2021 Credit Agreement. Additionally, as certain lenders from the 2018 Credit Agreement chose not to participate in the 2021 Credit Agreement syndication group, we wrote-off $0.1 million of unamortized debt issuance costs and recognized a loss on the extinguishment of the 2018 Credit Agreement.

2016 Convertible Notes. In March 2016, we completed an offering of $230 million of 4.25% senior convertible notes due March 15, 2036 (the “2016 Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2016 Convertible Notes were unsecured obligations and paid 4.25% annual cash interest, payable semiannually in arrears on March 15 and September 15 of each year.

The 2016 Convertible Notes were convertible at the option of the note holders upon the satisfaction of specified conditions and during certain periods. During the period from, and including, December 15, 2021 to the close of business on the business day immediately preceding March 15, 2022 (the “Conversion Period”), the 2016 Convertible Note holders were able to convert all or any portion of their 2016 Convertible Notes at the conversion rate then in effect (17.7621 shares of our common stock per $1,000 principal amount of the 2016 Convertible Notes). For the 2016 Convertible Notes presented during this Conversion Period, the settlement amount was equal to the sum of the daily settlement amounts for each of the following 40 consecutive trading days during the period of January 12, 2022 to March 10, 2022 (the “Observation Period”).

Under the original terms of the 2016 Convertible Notes Indenture (the “2016 Notes Indenture”), we could settle conversions of the 2016 Convertible Notes by paying or delivering, as the case may be, cash, shares of our common stock, or a combination thereof, at our election. In November 2021, we entered into the First Supplemental Indenture to the 2016 Notes Indenture, in which we made an irrevocable election to settle the par amount in cash. On December 15, 2021, we notified holders of the 2016 Convertible Notes that we elected a cash settlement method for any conversions of the 2016 Convertible Notes during the period of December 15, 2021 to March 14, 2022.

On December 27, 2021, we notified holders of the 2016 Convertible Notes that we had elected to redeem all of the outstanding notes on March 15, 2022, at a redemption price of 100% of the principal amount. Holders could still convert their 2016 Convertible Notes at any time prior to the close of business on March 14, 2022.

During the Conversion Period, $229.1 million principal amount of the 2016 Convertible Notes were converted. On March 15, 2022, we paid each converting holder that exercised their conversion right, cash in an amount equal to $1,053.68 per each $1,000 principal amount of 2016 Convertible Notes being converted, for a total cash payment of $241.4 million. The remaining principal amount of $0.9 million that was not converted by the holders was redeemed and paid for on March 15, 2022 at a redemption price of 100% of the principal amount. Total settlement of the 2016 Convertible Notes was $242.3 million.

As a result of our irrevocable election made in December 2021 to settle all conversions during the Conversion Period (discussed above) in cash, a derivative liability was created and required to be separated from the debt upon conversion by the holders. There were no conversions as of December 31, 2021. At the close of the Observation Period, as a result of the conversions in March 2022, we recognized a $7.5 million loss on derivative liability upon debt conversion due to the related change in our stock price over the Observation Period. The loss was recorded to other income (expense) in our

Income Statements with the remaining amount paid above par of $4.8 million, net of tax, recorded to additional paid-in capital.

The original issue discount (“OID”) related to the 2016 Convertible Notes was amortized to interest expense through December 15, 2021, the first date the 2016 Convertible Notes could be put back to us by the holders without conditions.

Estimated Maturities on Long-Term Debt. As of December 31, 2022, the maturities of our long-term debt, based upon: (i) the mandatory repayment schedule for the 2021 Term Loan; and (ii) the assumptions that the $30.0 million borrowed on our 2021 Revolver during the third quarter of 2022 will be paid in 2023 and the $245.0 million borrowed in March 2022 to settle our 2016 Convertible Notes will not be paid off until maturity, were as follows (in thousands):

 

 

 

2023

 

 

2024

 

 

2025

 

 

2026

 

 

Total

 

2021 Term Loan

 

$

7,500

 

 

$

7,500

 

 

$

7,500

 

 

$

118,125

 

 

$

140,625

 

2021 Revolver

 

 

30,000

 

 

 

—

 

 

—

 

 

 

245,000

 

 

 

275,000

 

Total long-term debt repayments

 

$

37,500

 

 

$

7,500

 

 

$

7,500

 

 

$

363,125

 

 

$

415,625

 

Deferred Financing Costs. As of December 31, 2022, net deferred financing costs related to the 2021 Credit Agreement were $2.7 million and are being amortized to interest expense over the related term of the 2021 Credit Agreement (through September 2026). The net deferred financing costs are presented as a reduction from the carrying amount of the corresponding debt liability on our Balance Sheets. Interest expense for 2022, 2021, and 2020 includes amortization of deferred financing costs of $1.0 million, $1.9 million, and $1.9 million, respectively. The weighted-average interest rate on our debt borrowings, including amortization of OID, amortization of deferred financing costs, and commitment fees on the revolving loan facility, for 2022, 2021, and 2020, was approximately 4%, 5%, and 5%, respectively.