Annual report pursuant to Section 13 and 15(d)

Long-Term Debt (Note)

v3.3.1.900
Long-Term Debt (Note)
12 Months Ended
Dec. 31, 2015
Long-term Debt, Unclassified [Abstract]  
Long-Term Debt
LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
 
 
December 31,
 
 
2015
 
2014
Secured credit agreement terminated January 27, 2015:
 
 
 
 
Term loan
 
$

 
$
228,126

Revolving credit facility
 

 

Secured credit agreement expiring January 27, 2020:
 
 
 
 
Term loan
 
500,000

 

Revolving credit facility
 
140,000

 

Total long-term debt
 
640,000

 
228,126

Less: current maturities
 
(25,000
)
 
(17,188
)
Long-term debt, less current maturities
 
$
615,000

 
$
210,938



On April 24, 2012, HSNi entered into a $600 million five-year syndicated credit agreement which was secured by 100% of the voting equity securities of HSNi's U.S. subsidiaries and 65% of HSNi's first-tier foreign subsidiaries. Certain HSNi subsidiaries unconditionally guaranteed HSNi's obligations under the credit agreement. The credit agreement, which included a $350 million revolving credit facility and a $250 million term loan, could be increased up to $850 million subject to certain conditions and was set to expire April 24, 2017.

On January 27, 2015, HSNi entered into a $1.25 billion five-year syndicated credit agreement ("Credit Agreement") which is secured by 100% of the voting equity securities of HSNi's U.S. subsidiaries and 65% of HSNi's first-tier foreign subsidiaries. This Credit Agreement replaced the existing credit agreement that was set to expire in April 2017. Certain HSNi subsidiaries have unconditionally guaranteed HSNi's obligations under the Credit Agreement. The Credit Agreement, which includes a $750 million revolving credit facility and a $500 million term loan, may be increased up to $1.75 billion subject to certain conditions and expires January 27, 2020. HSNi drew $200 million from its term loan under the new Credit Agreement on January 27, 2015 to repay its existing term loan of $228.1 million and drew the remaining $300 million from its term loan and $200 million under the revolving credit facility, both under the new Credit Agreement, on February 18, 2015 to fund a $524 million special cash dividend that was paid on February 19, 2015.

In connection with the termination of the prior credit agreement, $0.5 million of the $2.4 million of unamortized deferred financing costs were expensed in the first quarter of 2015. The remaining balance of $1.9 million along with the $6.6 million in capitalized financing costs related to the Credit Agreement are being amortized to interest expense over the five-year term of the Credit Agreement.
    
The Credit Agreement includes various covenants, limitations and events of default customary for similar facilities
including a maximum leverage ratio of 3.50x and a minimum interest coverage ratio of 3.00x. HSNi was in compliance with all such covenants as of December 31, 2015 with a leverage ratio of 1.8x and an interest coverage ratio of 27.15x. The Credit Agreement also contains covenants that limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, pay dividends or make other distributions to third parties, repurchase or redeem our stock, make investments, sell assets, incur liens, enter into agreements restricting our subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of our assets. Dividends, loans or advances to HSNi by its subsidiaries are not restricted by the Credit Agreement.

Loans under the Credit Agreement bear interest at a per annum rate equal to a LIBOR rate plus a predetermined margin that ranges from 1.25% to 2.25% or the Base Rate (as defined in the Credit Agreement) plus a predetermined margin that ranges from 0.25% to 1.25%. HSNi can elect to borrow at either a LIBOR or the Base Rate and the predetermined margin is based on HSNi's leverage ratio. The interest rate on the $640 million outstanding long-term debt balance as of December 31, 2015 was 1.76%. HSNi pays a commitment fee ranging from 0.20% to 0.40% (based on the leverage ratio) on the unused portion of the revolving credit facility.

The amount available under the revolving credit facility portion of the Credit Agreement is reduced by the amount of commercial and standby letters of credit issued under the revolving credit facility, which totaled $9.7 million as of December 31, 2015. The ability to draw funds under the revolving credit facility is dependent upon meeting the aforementioned financial covenants, which may limit HSNi’s ability to draw the full amount of the facility. As of December 31, 2015, the additional amount that could be borrowed under the revolving credit facility under the prior credit agreement, in consideration of the financial covenants and outstanding letters of credit, was approximately $600.3 million.

Aggregate contractual maturities of long-term debt are as follows (in thousands):

Years Ending December 31,
 
2016
$
25,000

2017
25,000

2018
37,500

2019
37,500

2020
515,000

 
$
640,000