Annual report pursuant to Section 13 and 15(d)

Long-Term Debt

v3.3.1.900
Long-Term Debt
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt
 
Long-term debt consisted of the following (amounts in thousands):
 
December 31,
2015
 
December 31,
2014
9.125% Senior Notes due April 1, 2020 with an effective rate of 9.4%
$
576,241

 
$
574,517

9.868% Promissory Note to Ascent Capital due October 1, 2020
   with an effective rate of 9.868%
100,000

 
100,000

Term loans, mature March 23, 2018, LIBOR plus 3.25%, subject to a LIBOR floor of 1.00% with an effective rate of 5.0%
394,938

 
885,928

Term loans, mature April 9, 2022, LIBOR plus 3.5%, subject to a LIBOR floor of 1.00% with an effective interest rate of 5.1%
542,420

 

$315 million revolving credit facility, matures December 22, 2017, LIBOR plus 3.75%, subject to a LIBOR floor of 1.00% with an effective rate of 6.7%
131,048

 
68,345

 
1,744,647

 
1,628,790

Less current portion of long-term debt
(5,500
)
 
(9,166
)
Long-term debt
$
1,739,147

 
$
1,619,624


Senior Notes
 
On July 17, 2013, the Company closed on a $175,000,000 privately placed debt offering of 9.125% Senior Notes (the “New Senior Notes”).  In December 2013, the Company completed an exchange of the New Senior Notes for identical securities in a registered offering under the Securities Act of 1933, as amended.
 
The New Senior Notes, together with the existing $410,000,000 of 9.125% Senior Notes due 2020 (collectively, the “Senior Notes”), total $585,000,000 in principal, mature on April 1, 2020 and bear interest at 9.125% per annum.  Interest payments are due semi-annually on April 1 and October 1 of each year. As of December 31, 2015, the senior notes had deferred financing costs, net of accumulated amortization of $8,760,000.
 
The Senior Notes are guaranteed by all of the Company’s existing domestic subsidiaries.  See note 19, Consolidating Guarantor Financial Information for further information. Ascent Capital has not guaranteed any of the Company’s obligations under the Senior Notes.
 
Ascent Intercompany Loan
 
On August 16, 2013, in connection with the Security Networks Acquisition, the Company executed and delivered a Promissory Note to Ascent Capital in a principal amount of $100,000,000 (the “Intercompany Loan”).  The entire principal amount under the Intercompany Loan is due on October 1, 2020.  The Company may prepay any portion of the balance of the Intercompany Loan at any time from time to time without fee, premium or penalty (subject to certain financial covenants associated with the Company’s other indebtedness).  Any unpaid balance of the Intercompany Loan bears interest at a rate equal to 9.868% per annum, payable semi-annually in cash in arrears on January 12 and July 12 of each year, commencing on January 12, 2014.  Borrowings under the Intercompany Loan constitute unsecured obligations of the Company and are not guaranteed by any of the Company’s subsidiaries.

On February 29, 2016, the Board of Directors of Ascent Capital approved the contribution to the stated capital of the Company of $88,000,000 of the $100,000,000 outstanding principal amount under the Ascent Intercompany Loan. The remaining $12,000,000 principal amount will be reflected on an Amended and Restated Promissory Note, which is due on October 1, 2020 and will bear interest at a rate equal to 12.5% per annum, payable semi-annually in cash in arrears. See note 20, Subsequent Events for further information.
 
Credit Facility
 
On February 17, 2015, Monitronics entered into an amendment ("Amendment No. 4") with the lenders of its existing senior secured credit agreement dated March 23, 2012, and amended and restated on August 16, 2013, March 25, 2013 and November 7, 2012 (the "Existing Credit Agreement"). Amendment No. 4 provided for, among other things, the increased commitment under the revolving credit facility in a principal amount of $315,000,000.

On April 9, 2015, Monitronics entered into Amendment No. 5 ("Amendment No. 5") to its Existing Credit Agreement. Pursuant to Amendment No. 5, Monitronics completed the issuance of an incremental $550,000,000 senior secured Term Loan B offering at a 0.5% discount with a maturity date of April 9, 2022 (the "2022 Term Loans"). Monitronics use the net proceeds to retire approximately $492,000,000 of its existing term loans due March 2018 (the "2018 Term Loans") and repaid $49,900,000 of its revolving credit facility. Amendment No 5 (the Existing Agreement together with Amendment No. 4 and Amendment No. 5, the "Credit Facility") also incorporates certain covenant changes, including the removal of the third quarter 2015 step downs of the senior secured and total leverage ratios, both as defined in the Credit Facility.

The 2018 Term Loans bear interest at LIBOR plus 3.25%, subject to a LIBOR floor of 1.00%, and mature on March 23, 2018. Interest on the 2018 Term Loans are due quarterly with the principal due at maturity. The 2022 Term Loans bear interest at LIBOR plus 3.5%, subject to a LIBOR floor of 1.00% Principal payments of approximately $1,375,000 and interest on the term loans are due quarterly on the 2022 Term Loans. The Credit Facility revolver bears interest at LIBOR plus 3.75%, subject to a LIBOR floor of 1.00%, and matures on December 22, 2017. There is an annual commitment fee of 0.5% on unused portions of the Credit Facility revolver. As of December 31, 2015, $181,750,000 is available for borrowing under the revolving credit facility. As of December 31, 2015, the Company has deferred debt costs, net of accumulated amortization, of $9,058,000 related to the Credit Facility.

The Credit Facility is secured by a pledge of all of the outstanding stock of Monitronics and all of its existing subsidiaries and is guaranteed by all of Monitronics’ existing domestic subsidiaries. Ascent Capital has not guaranteed any of Monitronics’ obligations under the Credit Facility.

At any time after the occurrence of an event of default under the Credit Facility, the lenders may, among other options, declare any amounts outstanding under the Credit Facility immediately due and payable and terminate any commitment to make further loans under the Credit Facility. In addition, failure to comply with restrictions contained in the Senior Notes could lead to an event of default under the Credit Facility.

In order to reduce the financial risk related to changes in interest rates associated with the floating rate term loans under the Credit Facility term loans, Monitronics has entered into interest rate swap agreements with terms similar to the Credit Facility term loans (all outstanding interest rate swap agreements are collectively referred to as the “Swaps”). The Swaps have been designated as effective hedges of the Company’s variable rate debt and qualify for hedge accounting. As a result of these interest rate swaps, Monitronics' current effective weighted average interest rate on the borrowings under the Credit Facility term loans is 5.15%. See note 9, Derivatives, for further disclosures related to these derivative instruments. .

The terms of the Senior Notes and the Credit Facility provide for certain financial and nonfinancial covenants.  As of December 31, 2015, the Company was in compliance with all required covenants.
 
Principal payments scheduled to be made on the Company’s debt obligations are as follows (amounts in thousands):
2016
$
5,500

2017
138,750

2018
409,284

2019
5,500

2020
690,500

2021
5,500

Thereafter
512,875

Total principal payments
1,767,909

Less:
 

Unamortized discounts, premium and deferred debt costs, net
23,262

Total debt on consolidated balance sheet
$
1,744,647