Annual report pursuant to Section 13 and 15(d)

Long-Term Debt

v3.8.0.1
Long-Term Debt
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt
Long-term debt consists of the following (amounts in thousands):
 
 
 
 
 
 
 
 
 
December 31,
 
Issue Date
 
Interest Rate
 
Principal Payments
 
Maturity Date
 
2017
 
2016
Senior Credit Facility - Term Loan B
November 17, 2016
 
LIBOR plus 2.25%
 
0.25% of the original principal due quarterly
 
February 2, 20221
 
$
242,583

 
245,187

Senior Credit Facility - Term Loan A
November 17, 2016
 
LIBOR plus applicable margin2
 
Due at maturity
 
November 17, 20211
 
215,000

 
215,000

Senior Credit Facility - Revolver
November 17, 2016
 
LIBOR plus applicable margin2
 
Due at maturity
 
November 17, 20211
 
100,000

 
55,000

2025 Notes
April 1, 2015
 
6.875%
 
Due at maturity
 
April 15, 20253
 
450,000

 
450,000

2021 Notes
May 20, 2011
 
6.75%
 
Due at maturity
 
June 1, 20214
 
325,000

 
325,000

Searchlight note
February 2, 2015
 
7.5%
 
Due at maturity
 
February 2, 20235
 
75,000

 
75,000

Wells Fargo note
June 30, 2014
 
LIBOR plus 2.25%
 
Monthly installments
 
July 15, 2029
 
8,048

 
8,596

Total Debt
 
1,415,631

 
1,373,783

Less unamortized discount
 
19,466

 
21,878

Less unamortized deferred loan fees
 
14,117

 
15,133

Less current portion of long-term debt
 
2,989

 
3,326

Long-term debt, net
 
$
1,379,059

 
1,333,446

1The Senior Credit Facility will mature on December 3, 2020 if our 2021 Notes are not refinanced prior to such date.
2Applicable margin is based on the company’s leverage ratio and ranges from 2.00% to 3.00%. Our Senior Credit Facility Total Leverage Ratio (as defined) may not exceed 5.95 to one; the Senior Leverage Ratio (as defined) may not exceed 3.00 to one; and our Interest Coverage Ratio (as defined) must not be less than 2.50 to one at any time.
3The notes are redeemable at our option, in whole or in part, at a redemption price defined in the 2025 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption.
4The notes are redeemable at our option, in whole or in part, at a redemption price defined in the 2021 Notes agreement, and accrued and unpaid interest (if any) to the date of redemption.
5We may repay the Searchlight note beginning February 2, 2019.


(a)
Senior Credit Facility
During 2017, we amended our Senior Credit Facility. We paid loan fees and other expenses of $0.5 million that were expensed immediately in our Consolidated Statements of Operations for the year ended December 31, 2017 and $0.4 million that were deferred and are being amortized over the life of the Senior Credit Facility. We recorded a $0.6 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2017 as part of this amendment.

In November 2016, we amended our Senior Credit Facility. We paid loan fees and other expenses of $0.2 million that were expensed immediately in our Consolidated Statement of Operations for the year ended December 31, 2016 and $3.9 million that were deferred and are being amortized over the life of the Senior Credit Facility. We recorded a $0.6 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2016 as part of this amendment.

We had a $100.0 million outstanding balance and $21.0 million in letters of credit under the $200.0 million Senior Credit Facility Revolver at December 31, 2017, which leaves $79.0 million available for borrowing as of December 31, 2017.

(b)
2025 Notes and 2021 Notes
Interest on the notes is payable semi-annually in arrears.
In April 2017, we amended our 2025 Notes and 2021 Notes (the "Notes") due to the Reorganization Agreement that we entered into with Liberty (see Note 15). We paid $1.9 million in fees in connection with the amendment to the Notes that were deferred and are being amortized over the remaining life of the Notes.

Upon the occurrence of a change of control, each holder of the 2025 and 2021 Notes will have the right to require us to purchase all or any part of such holder’s 2025 or 2021 Notes at a purchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest on such notes, if any.  If we or certain of our subsidiaries engage in asset sales, we must generally either invest the net cash proceeds from such sales in our business within a period of time, prepay debt under any outstanding credit facility, or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds, with the purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any.

In conjunction with the issuance of our 2025 Notes and the repayment of our 2019 Notes, we recorded a $27.7 million loss on extinguishment of debt in our Consolidated Statement of Operations for the year ended December 31, 2015.
    
(c)
Searchlight Note
In conjunction with the Searchlight Note, we entered into a stock appreciation rights agreement pursuant to which we issued to Searchlight three million stock appreciation rights which entitles Searchlight to receive, upon exercise, an amount payable at our election in either cash or shares of GCI's Class A-1 common stock equal in value to the excess of the fair market value of a share of GCI Class A-1 common stock on the date of exercise over the price of $13.00. We allocated the $75.0 million in total proceeds received to the stock appreciation rights based on the fair value of the stock appreciation rights on the day of issuance with the remainder allocated to the Searchlight Note. The allocation resulted in a $21.7 million discount for the Searchlight Note that is being amortized over the term of the note using the effective interest method. See Note 9 of this Form 10-K for additional information on the stock appreciation rights. Searchlight became a related party as of February 2, 2015, see Note 13 of this Form 10-K for additional information.

We have the option to pay the annual interest obligation on the Searchlight Note in cash or by capitalizing such interest and adding it to the outstanding principal amount of the note. If we elect to capitalize interest in a given year, we are also required to issue additional stock appreciation rights in the amount of four hundredths of a stock appreciation right for each dollar of interest being capitalized.

(d)
Covenants
The terms of the Senior Credit Facility include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Senior Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Senior Credit Facility immediately due and payable and terminate any commitment to make further loans under the Senior Credit Facility. The obligations under the Senior Credit Facility are secured by a security interest on substantially all of the assets of our wholly owned subsidiary, GCI Holdings, Inc. and the subsidiary guarantors, as defined in the Senior Credit Facility, and on the stock of GCI Holdings, Inc. The Wells Fargo note is subject to similar affirmative and negative covenants as the Senior Credit Facility and is secured by a security interest and lien on the building purchased with the funds.

The Notes' covenants restrict our wholly owned subsidiary, GCI, Inc. and certain of its subsidiaries from incurring additional debt or entering into sale and leaseback transactions; paying dividends or distributions on capital stock or repurchase capital stock; issuing stock of subsidiaries; making certain investments; creating liens on assets to secure debt; entering into transactions with affiliates; merging or consolidating with another company; and transferring and selling assets. Limitations and exceptions to note covenants and events of default are described in the Notes' indentures.

We were in compliance with all covenants required by our notes and Senior Credit Facility as of December 31, 2017.

Maturities of long-term debt as of December 31, 2017 are as follows (amounts in thousands):
Years ending December 31,
 
2018
$
2,989

2019
3,010

2020
3,030

2021
643,053

2022
233,365

2023 and thereafter
530,184

Total debt
1,415,631

Less unamortized discount
19,466

Less unamortized deferred loan fees
14,117

Less current portion of long-term debt
2,989

Long-term debt, net
$
1,379,059