Long-term Debt

6 Months Ended

Jun. 30, 2018

Long-Term Debt

1% Senior Convertible Notes due August 15, 2018

In August 2013, the Company issued $258.8 million aggregate principal amount of 1.00% Senior Convertible Notes due August 15, 2018 (the "2018 Notes"). The 2018 Notes bear interest at a rate of 1.00% per year, payable semiannually in arrears, on February 15 and August 15 of each year, beginning on February 15, 2014. The conversion price for the 2018 Notes is equivalent to an initial effective conversion price of approximately $35.00 per share of common stock. Proceeds, net of original issuance discounts and debt issuance costs, of $252.3 million were received from the 2018 Notes. The net proceeds were used to pay down $208.0 million of the First Lien Term Loan and $43.0 million of the Revolving Credit Facility.

On or after August 20, 2016, the Company may redeem for cash any or all of the 2018 Notes, at its option, if the last reported sale price of its common stock exceeds 130% of the applicable conversion price on each applicable trading day, as defined by the indenture. The redemption price will equal 100% of the principal amount of the 2018 Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. Holders of the 2018 Notes may also convert their notes at any time prior to May 15, 2018 if the sale price of the Company's common stock exceeds 130% of the applicable conversion price on each applicable trading day as defined by the indenture.

In addition, Holders may also convert their 2018 Notes any time prior to May 15, 2018, (i) if during the five business days after any five consecutive trading day period in which the trading price of the 2018 Notes was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate, (ii) if the Company calls the 2018 Notes for redemption; or (iii) upon the occurrence of specified corporate events. As of May 15, 2018, none of the Holders converted their 2018 Notes.

The 2018 Notes are senior unsecured obligations and will be effectively junior to any of the Company's existing and future secured indebtedness.

The Company determined that the embedded conversion option in the 2018 Notes is not required to be separately accounted for as a derivative under ASC 815, Derivatives and Hedging. The 2018 Notes are within the scope of ASC 470, Topic 20, Debt with Conversion and Other Options, which requires the Company to separate a liability component and an equity component from the proceeds received. The carrying amount of the liability component at the time of the transaction of $204.4 million was calculated by measuring the fair value of a similar debt instrument that does not have an associated equity component. The fair value of the liability component was subtracted from the initial proceeds and the remaining amount of $47.8 million was recorded as the equity component. The excess of the principal amount of the liability component over its carrying amount will be amortized to interest expense over the expected life of 5 years using the effective interest method.

Upon conversion or maturity of the 2018 Notes, the Company may settle the notes with either cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company has adopted a current policy to settle the $258.8 million of principal amount in cash and any excess conversion value in shares of its common stock. Because the principal amount of the 2018 Notes will be settled in cash upon conversion, only the conversion spread relating to the 2018 Notes may be included in the Company's calculation of diluted net income per common share. When the market price of the Company's stock exceeds the conversion price, it will include, in the diluted net income per common share calculation, the effect of the additional shares that may be issued upon conversion using the treasury stock method. As such, the 2018 Notes have no impact on diluted net income per common share until the price of the Company's common stock exceeds the conversion price (approximately $35.00 per common share) of the 2018 Notes.

As of June 30, 2018 and December 31, 2017, the carrying value of the debt and equity component was $257.2 million and $47.8 million and $251.0 million and $47.8 million, respectively. The unamortized debt discount of $1.5 million as of June 30, 2018 will be amortized over the remaining life of two months using the effective interest method. The Company has included the carrying value of the debt component of the 2018 Notes as long-term debt based upon its intent and ability to refinance these obligations.

Credit Agreement

On February 11, 2016, the Company entered into an amendment (the "Amendment") to that certain Credit Agreement, dated as of September 9, 2014 (the "Existing Credit Agreement" and as amended by the Amendment, the "Amended Credit Agreement"), by and among the Company, the several lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent. On March 9, 2016, the amended Credit Agreement became effective following the completion of the acquisition of Yodle Inc. On May 18, 2017, the Company entered into a second amendment to the Credit Agreement. On April 30, 2018, the Company entered into a third amendment to the Credit Agreement ("Third Amendment").

The Third Amendment to the Credit Agreement provided (i) $400.0 million of five-year secured term loans, replacing and refinancing the $389.7 million of secured term loans outstanding under the Amended Credit Agreement and (ii) increased the revolving credit commitment under the Amended Credit Agreement to $400.0 million from $260.0 million, with a five-year maturity date from the date of the Third Amendment. The Company intends to use the proceeds from future borrowings under the revolving credit facility to pay the 2018 Notes upon maturity.

The Term Loan and loans under the Revolving Credit Facility bear interest at a rate equal to either, at the Company’s option, the LIBOR rate plus an applicable margin initially equal to 1.75% per annum, or the prime lending rate plus an applicable margin equal to 0.75% per annum. The applicable margins for the Term Loan and loans under the Revolving Credit Facility are subject to reduction or increase based upon the Company’s consolidated first lien net leverage ratio as of the end of each fiscal quarter. The Company must also pay (i) a commitment fee initially equal to 0.30% per annum on the actual daily amount by which the revolving credit commitment exceeds then-outstanding usage under the Revolving Credit Facility, also subject to reduction or increase based upon the Company’s consolidated first lien net leverage ratio, (ii) a letter of credit fee equal to the applicable margin that applies to LIBOR loans under the Revolving Credit Facility and (iii) a fronting fee of 0.125% per annum, calculated on the daily amount available to be drawn under each letter of credit issued under the Revolving Credit Facility.

The Company is permitted to make voluntary prepayments with respect to the Revolving Credit Facility and the Term Loan at any time without payment of a premium. The Company is required to make mandatory prepayments of the Term Loan with (i) net cash proceeds from certain asset sales (subject to reinvestment rights) and (ii) net cash proceeds from certain issuances of debt. The Company is also required to maintain certain financial ratios under the Credit Agreement and there are customary covenants that limit the incurrence of debt, the payment of dividends, the disposition of assets, and making of certain payments. Substantially all of the Company's and certain of its domestic subsidiaries' tangible and intangible assets are pledged as collateral under the Credit Agreement.

The aforementioned amendments were principally accounted for as modifications of the Credit Agreement and as a result, $3.0 million and $1.9 million of additional loan origination discounts and bank lender fees were capitalized during the quarters ended June 30, 2018 and June 30, 2017, respectively. A partial loss on extinguishment of debt resulted from a certain bank that chose to substantially reduce their syndication of the Term Loan. As a result, the Company recorded a $0.4 million loss for the portion of the debt that was extinguished. An additional loss on debt extinguishment of $0.1 million resulted from the Company's prepayment of $10.0 million on the Term Loan.

The Company has $398.2 million of available borrowings under the Revolving Credit Facility as of June 30, 2018.

Outstanding long-term debt and the interest rates in effect at June 30, 2018 and December 31, 2017 consist of the following (in thousands):



	June 30, 2018			December 31, 2017
Revolving Credit Facility maturing 2023, based on LIBOR plus 1.75%	$	—		$	10,000
Term Loan due 2023, 3.84% based on LIBOR plus 1.75%, less unamortized discount of $4,175 at June 30, 2018, effective rate of 3.99%	385,825			385,934
Senior Convertible Notes, maturing 2018, 1.00%, less unamortized discount of $1,528 at June 30, 2018, effective rate of 5.88%	257,222			251,036
Total Outstanding Debt	643,047			646,970
Less: Current Portion of Long-Term Debt	(4,946		)	(16,612		)



Long-Term Portion	$	638,101	$	630,358

Debt discount and issuance costs

The Company recorded $3.6 million and $3.4 million of expense from amortizing debt issuance and discount costs during the three months ended June 30, 2018 and 2017, respectively. During the six months ended June 30, 2018 and 2017, $7.2 million and $6.8 million of amortization expense was recorded, respectively.

Total estimated principal payments due for the next five years as of June 30, 2018 are as follows:



Year 1	$	5,000
Year 2	20,000
Year 3	20,000
Year 4	20,000
Year 5	583,750
Total principal payments	$	648,750

WEB.COM GROUP, INC. 10-Q