v3.20.1
Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt Debt
The following table presents the components of outstanding long-term debt within the Company’s condensed consolidated balance sheets for each of the periods indicated.
 
March 31, 2020
 
December 31, 2019
 
(in thousands)
Senior secured term loan facility
$
250,000

 
$
250,000

Deferred government grant obligations
3,500

 
3,500

Less: unamortized debt issuance costs
(9,284
)
 
(7,238
)
Other
358

 
358

Long-term debt
$
244,574

 
$
246,620


The Company believes the carrying value of its long-term debt approximates the fair value of the debt as the terms and interest rates approximate the market rates. As of March 31, 2020 and December 31, 2019, each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy.
As of March 31, 2020 and December 31, 2019, the Company had current portion of long-term debt balances of $0.3 million and $0.6 million, respectively, related to other borrowings.
Credit Agreement
The Company has a credit agreement with Owl Rock Capital Corporation, as administrative agent and collateral agent, and certain other lenders party thereto that provides for a $250 million senior secured term loan facility (the “Term Loan”). On February 25, 2020 (the “First Amendment Effective Date”), the Company amended this credit agreement (as amended, the “Credit Agreement”) to modify the Minimum Graduate LQAR (as defined below) and Minimum Alternative Credential LTMR (as defined below) required for the fiscal quarters ending June 30, 2020, September 30, 2020 and December 31, 2020. In addition, the amendment increases the applicable interest rate margins and extends the prepayment premium applicable to certain voluntary prepayments and mandatory prepayments. In connection with the amendment, the Company incurred incremental issuance costs of $2.5 million, which will be amortized as a component of interest expense over the remaining term of the Credit Agreement.
The Credit Agreement governing the Term Loan requires the Company to comply with several customary financial and other restrictive covenants, such as maintaining leverage ratios in certain situations, maintaining insurance coverage, and restricting the Company’s ability to make certain investments. The Company is also required to maintain liquidity of $25.0 million of unrestricted cash as of the last day of each fiscal quarter. The Credit Agreement also includes covenants that require the Company to maintain minimum: (i) annualized last quarter Graduate Program Segment revenue (“Minimum Graduate LQAR”) and (ii) Alternative Credential Segment revenue for the last four consecutive fiscal quarters (“Minimum Alternative Credential LTMR”). For the quarter and four consecutive fiscal quarters ended March 31, 2020, the Company exceeded the Minimum Graduate LQAR and Minimum Alternative Credential LTMR.
The Term Loan matures on May 22, 2024 and currently bears interest, at the Company’s option, at variable rates based on (i) a customary alternative base rate (with a floor of 2.00%) plus an applicable margin of 5.75% or (ii) an adjusted LIBOR rate (with a floor of 1.00%) for the interest period relevant to such borrowing plus an applicable margin of 6.75%. The effective interest rate of the Term Loan for the three months ended March 31, 2020 was 8.9%. Voluntary prepayments and mandatory prepayments following or in connection with any asset sales, debt issuance or casualty events or following any acceleration of the Term Loan are subject to a 2% prepayment premium if made prior to the first anniversary of the First Amendment Effective Date, and a 1% prepayment premium if made on or after the first anniversary of the First Amendment Effective Date, but prior to the second anniversary of the First Amendment Effective Date; provided, that a 1% prepayment penalty shall apply to the extent the prepayment is made prior to the first anniversary of the First Amendment Effective Date with the proceeds from the sale of equity securities, equity-linked securities and/or derivative securities settled in, or convertible into, equity securities. During the three months ended March 31, 2020, the Company incurred interest expense of $5.4 million in connection with the Credit Agreement. As of March 31, 2020, the Company’s accrued interest balance associated with the Credit Agreement was $0.1 million.
On April 23, 2020, the Company repaid its $250 million Term Loan in full (including interest and prepayment premium) and terminated the credit agreement with Owl Rock Capital Corporation. Refer to Note 14 for more information.
Deferred Government Grant Obligations
The Company has a total of two outstanding conditional loan agreements with Prince George’s County, Maryland and the State of Maryland for an aggregate amount of $3.5 million, each bearing an interest rate of 3% per annum. These agreements are conditional loan obligations that may be forgiven provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. The conditional loan with the State of Maryland has a maturity date of December 31, 2026, and the conditional loan with Prince George’s County, Maryland has a maturity date of June 22, 2027. As of December 31, 2019, the Company did not meet the employment level threshold set forth in the conditional loan agreement with Prince George’s County, Maryland and a portion of the principal balance and accrued interest as of that date were no longer subject to forgiveness and became payable upon demand. The Company is currently in discussions with Prince George’s County, Maryland to amend the employment conditions under this conditional loan agreement. The Company is currently in compliance with the terms of its conditional loan agreement with the State of Maryland. The interest expense related to these loans for the three months ended March 31, 2020 and 2019 was immaterial. As of March 31, 2020 and December 31, 2019, the Company’s combined accrued interest balance associated with the deferred government grant obligations was $0.3 million and $0.3 million, respectively.