Long-Term Debt

9 Months Ended

Sep. 30, 2021

As of September 30, 2021, and December 31, 2020, long-term debt consisted of the following:


(in thousands)	September 30, 2021		December 31, 2020
Term Loan G	$	—	$	2,341,000
Term Loan B	1,325,000		—
5.750% Notes	1,300,000		1,300,000
5.50% Senior Secured Notes	1,050,000		—
Senior Convertible PIK Notes	1,300,000		1,300,000
Finance lease obligations, non-current	95		92
Long-term debt	4,975,095		4,941,092
Discount – Term Loan G	—		(3,831)
Discount - Term Loan B	(13,295)		—
Discount – Senior Convertible PIK Notes	(28,703)		(329,494)
Debt issuance costs, net:
Term Loan G	—		(9,666)
Term Loan B	(7,236)		—
5.750% Notes	(18,107)		(19,613)
5.50% Senior Secured Notes	(14,499)		—
Long-term debt, net	$	4,893,255	$	4,578,488

Term Loan and Revolver

For all our debt agreements with an interest rate dependent on LIBOR, the Company is currently assessing and monitoring how transitioning from LIBOR to an alternative reference rate may affect the Company beyond 2023.

During the nine months ended September 30, 2020, a correcting adjustment of $2.3 million was made to increase interest expense to account for acceleration of debt issuance cost due to principal prepayments made on the Term Loan G in the years 2017, 2018 and 2019.

On August 24, 2021, MPH issued new senior secured credit facilities comprised of $1,325.0 million of Term Loan B maturing on September 1, 2028 and $450.0 million of a Revolver B maturing on August 24, 2026, and $1,050.0 million in aggregate principal amount of 5.50% Senior Secured Notes. MPH used the net proceeds from Term Loan B, issued with a discount of 1.00%, and the 5.50% Senior Secured Notes to repay all of the outstanding balance of its Term Loan G of $2,341.0 million, and pay fees and expenses in connection therewith. As a result of the August 24, 2021 refinancing, and in accordance with GAAP, we wrote off $2.7 million of the term loan discount and $6.4 million of debt issuance costs, and

incurred an expense of $6.7 million for lender and third party fees. These amounts are included in Loss on extinguishment of debt in the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss).

All obligations under the debt agreement governing the senior secured credit facilities are unconditionally guaranteed by MPH Acquisition Corp. 1, the direct holding company parent of MPH, and each existing and subsequently acquired or organized direct or indirect wholly owned U.S. organized restricted subsidiary of MPH (subject to certain exceptions).

The senior secured credit facilities and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien on substantially all of MPH's and the subsidiary guarantors' tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries.

Interest on Term Loan B and Revolver B is calculated, at MPH's option, as (a) LIBOR (or, with respect to the term loan facility only, 0.50%, whichever is higher), plus the applicable margin, or (b) the highest rate of (1) prime rate, (2) the federal funds effective rate, plus 0.50%, (3) the LIBOR for an interest period of one month, plus 1.00% and (4) 0.50% for Term Loan B and 1.00% for Revolver B, in each case, plus an applicable margin of 4.25% for Term Loan B and between 3.50% and 4.00% for Revolver B, depending on MPH's first lien debt to consolidated EBITDA ratio.

The Company is obligated to pay a commitment fee on the average daily unused amount of Revolver B. The annual commitment fee can range from an annual rate of 0.25% to 0.50% based on the Company's first lien debt to consolidated EBITDA ratio, as defined in the agreement.

5.50% Senior Secured Notes

On August 24, 2021, MPH issued 5.50% Notes of $1,050.0 million in aggregate principal amount of 5.50% Senior Secured Notes with a maturation date of September 1, 2028.

The 5.50% Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, by each of MPH’s wholly owned domestic restricted subsidiaries that guarantee its senior secured credit facilities. The 5.50% Senior Secured Notes are not guaranteed by the Company.

The 5.50% Senior Secured Notes and their guarantees are secured, subject to permitted liens and other exceptions, by a first priority lien shared with the senior secured credit facilities on substantially all of MPH’s and the subsidiary guarantors’ tangible and intangible property, and a pledge of all of the capital stock of each of their respective subsidiaries.

Prior to September 1, 2024, the 5.50% Senior Secured Notes are redeemable by MPH, in whole or in part, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, at any time before September 1, 2024, MPH may redeem up to 40% of the aggregate principal amount of 5.50% Senior Secured Notes issued in an amount not to exceed the net proceeds raised by the MPH or the Company in one or more equity offerings at a redemption price of 105.50% of the principal amount of the 5.50% Senior Notes being redeemed, plus accrued interest to, but excluding, the date of redemption. On and after September 1, 2024, the MPH may redeem the Notes, in whole or in part, at the redemption prices set forth in the debt agreement governing such notes, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable redemption date.

The interest rate on the 5.50% Senior Secured Notes is fixed at 5.50%, and is payable semi-annually on March 1 and September 1 of each year.

Senior Convertible PIK Notes

Prior to the adoption of ASU 2020-06 on January 1, 2021, the nature of the notes required management to separate the Senior Convertible PIK Notes into liability and equity components. ASU 2020-06’s elimination of the beneficial conversion guidance resulted in "recombining" the equity and debt components of the Senior Convertible PIK Notes into a single liability. As a result, $297.9 million of the discount on the liability created by recognition of a component of the convertible debt in equity was eliminated. See Note 1 General Information and Basis of Accounting above for additional detail.