Long-Term Debt
12 Months Ended
Dec. 31, 2011
Long-Term Debt.  
Long-Term Debt

 

7. Long-Term Debt

        Long-term debt is summarized as follows (in thousands):

 
  December 31,
2011
  December 31,
2010
 

Term loans

  $ 487,550   $ —  

Less unamortized discount

    (4,517 )   —  

Revolving loans

    —     —  
           

Subtotal

    483,033     —  

Less current portion

    (4,900 )   —  
           

Long-term portion

  $ 478,133   $ —  
           

Amended Credit Facility

        On July 26, 2011, we entered into an amended and restated credit agreement (the "Amended Credit Facility") that provides for $490 million of term loans (the "Term Loans") and $120 million of revolving loans (the "Revolving Loans"). The Term Loans were fully funded at closing and the proceeds therefrom were used in the acquisition of MediaMind (see Note 3). The Term Loans were issued net of a 1.0% original issue discount, which increased our effective borrowing rate by 0.18%. The Term Loans mature in 2018, bear interest at the greater of (i) LIBOR plus 4.5% or (ii) 5.75% per annum, payable not less frequently than each quarter, and require scheduled quarterly principal payments of $1.225 million ($4.9 million per year). Beginning in 2013, the Term Loans require mandatory prepayments of up to 50% of our excess cash flow (as defined in the Amended Credit Facility), depending on our consolidated leverage ratio (as defined in the Amended Credit Facility). The Revolving Loans mature in 2016; bear interest at the alternative base rate or LIBOR, plus the applicable margin for each rate that fluctuates with the consolidated leverage ratio. At December 31, 2011, we had $119.6 million of funds available under the Revolving Loans. In connection with the Amended Credit Facility, we incurred debt issuance costs of $12.0 million which are being amortized to interest expense over the term of the credit facility and is expected to increase our effective borrowing rate by 0.42%. At December 31, 2011, our effective interest rate under the Term Loans, including the original issue discount and debt issuance costs, was about 6.4%.

        The Amended Credit Facility provides for future acquisitions and contains financial covenants pertaining to the maximum consolidated leverage ratio and the minimum fixed charge coverage ratio. The Amended Credit Facility also contains a variety of customary restrictive covenants, such as limitations on borrowings and investments, and provides for customary events of default. The Amended Credit Facility prohibits the payment of cash dividends and limits share redemptions and repurchases. There are no restrictions in our Amended Credit Facility with respect to transfers of cash or other assets from our subsidiaries to us. At December 31, 2011, we were in compliance with the financial and nonfinancial covenants of the Amended Credit Facility. Absent a material deterioration of our financial performance, we expect to remain in compliance with the financial covenants. The Amended Credit Facility is guaranteed by all of our domestic subsidiaries and is collateralized by a first priority lien on substantially all of our assets.

        As of December 31, 2011, scheduled and estimated excess cash flow principal payments required under the Amended Credit Facility for the next five years are as follows (in thousands):

 
  Principal Payments  
Year
  Scheduled   Estimated
Excess
Cash Flow
  Total  

2012

  $ 4,900   $ —   $ 4,900  

2013

    4,900     50,162     55,062  

2014

    4,900     31,446     36,346  

2015

    4,900     35,059     39,959  

2016

    4,900     37,259     42,159  

Prior Credit Facilities

        In May 2011, prior to entering into the Amended Credit Facility, we entered into a five-year, $150 million revolving credit facility with a group of lenders. Borrowings under that facility bore interest at the alternative base rate or LIBOR, plus the applicable margin for each rate that fluctuated with the consolidated leverage ratio.

        During 2009 and into early 2010, we had a $185 million credit facility. Borrowings under that facility bore interest at the base rate or LIBOR, plus the applicable margin for each that fluctuated with the total leverage ratio. In April 2010, we issued 3.7 million shares of our common stock in a public equity offering that raised $108 million in net proceeds and used $97 million of the proceeds to retire all of our outstanding debt. We used another $2.7 million of the proceeds to terminate our interest rate swaps, including accrued interest. In August 2010, we terminated the facility. In connection with our debt repayment and termination of the facility in 2010, we wrote off $2.9 million of deferred loan fees to interest expense and reclassified $2.1 million of accumulated interest rate swap losses from accumulated other comprehensive loss (a balance sheet account) to interest expense.