Annual report pursuant to Section 13 and 15(d)

Subsequent Event

v3.3.1.900
Subsequent Event
12 Months Ended
Dec. 31, 2015
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
Amended 2014 Credit Facility
On February 26, 2016, the Company executed an amendment (the “Amendment”) to the Credit Agreement (as amended, the “Credit Agreement”) with each of the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (the “Agent”). The Amendment amends certain terms of the existing credit agreement to provide for an incremental $125.0 million term loan (the “Term Loan”) that is coterminous with the existing revolving facility which matures on September 30, 2019. With the new Term Loan and the existing $200.0 million revolving facility, the Credit Agreement now includes $325 million of drawn or available credit. Principal payments on the Term Loan are $0.8 million, due quarterly, with interest in arrears, and the first payment is due on June 30, 2016. Beginning June 30, 2017, the quarterly principal amount for the Term Loan increases to $1.6 million for the next eight quarterly payments. In the final year of the Term Loan, a quarterly principal payment of $3.1 million is due on June 30, 2019, with any remaining principal due at the Term Loan maturity date of September 30, 2019. The Term Loan is subject to mandatory repayment requirements if certain asset sales or insurance or condemnation events occur, subject to customary reinvestment provisions. The Company may prepay the Term Loan in whole or in part at any time, with prepayment amounts to be applied to remaining scheduled principal amortization payments as specified by the Company. The Amendment also permits the Company to elect to increase the maximum permitted Consolidated Net Leverage Ratio (as defined in the Credit Agreement) on a one-time basis following the issuance of convertible notes or high yield notes in an initial principal amount of at least $150.0 million. In conjunction with the execution of the Amendment, the Company paid debt issuance costs of $0.6 million.   
Term Loan proceeds were drawn on February 26, 2016. Funds will be used to repay $34.0 million of borrowings previously outstanding under the revolving facility of the Credit Agreement, to fund the acquisition of NWP Services Corporation, and for other working capital purposes. Except as amended, all of the existing terms of the Credit Facility remain in place. All of the obligations of the Credit Facility, including the Term Loan, are secured by substantially all the Company’s assets and guaranteed by the Company’s existing and future domestic subsidiaries except certain excluded subsidiaries, as provided in the Credit Agreement. 
Pending acquisition
On February 23, 2016, the Company entered into an agreement and plan of merger with NWP Services Corporation ("NWP") providing for NWP to become a wholly owned subsidiary of the Company. Pursuant to the agreement, we will pay approximately $68 million in cash ($70.0 million less cash acquired) subject to reduction for outstanding indebtedness and unpaid transaction expenses and subject to working capital adjustments, in exchange for all outstanding shares of capital stock of NWP. We will retain a portion of the purchase price in connection with the merger as a holdback to serve as security for the benefit of the Company and its affiliates against the indemnification obligations of NWP's stockholders. Subject to any indemnification claims made, certain amounts of the holdback will be released to the NWP stockholders 18 months after closing, with the remainder to be released three years after closing. Subject to the satisfaction of certain customary closing conditions, the acquisition is expected to close in March 2016.