F-20
The Term Loan A Facility, the Delayed Draw Term Loan Facility, and the Revolving Loan Facility have a maturity date of
March 31, 2018, unless extended as provided in the Credit Agreement. Beginning October 1, 2013, the Term Loan A Facility and the
Delayed Term Loan are payable in consecutive quarterly installments of $416 on the first day of each fiscal quarter, increasing to $831
in the quarter ending December 31, 2014 and to $1,247 in the quarter ending December 31, 2016 and to $2,413 in the quarter ending
December 31, 2017, with the remaining principal due at maturity. Additional Delayed Draw Term Loan Facility borrowings would be
repaid in consecutive quarterly installment payments in the same proportion as the installment payments for the Term Loan A and
existing Delayed Draw Term Loan borrowings, with the remaining principal due at maturity.
The Senior Credit Facilities are secured by substantially all of the Company’s tangible and intangible assets, including
intellectual property. The Credit Agreement contains customary representations and warranties of the Company and customary
covenants and events of default. Availability under the Revolving Loan Facility and the Delayed Draw Term Loan Facility is subject
to certain conditions, including the continued accuracy of the Company’s representations and warranties and compliance with
covenants. The Senior Credit Facilities are also subject to possible mandatory repayments from excess cash flow and other sources,
such as net cash proceeds of debt or equity issuances, asset sales, casualty insurance claims and other recovery events, as described in
the Credit Agreement. At December 31, 2013, the Company was subject to a mandatory repayment of $3,640 from excess cash flow
and other sources payable in the first quarter of 2014. During the continuance of an event of default, at the request of the required
lenders, all outstanding loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus
2%, and shall be payable from time to time on demand.
Subsequent event
The Credit Agreement was amended on February 28, 2014. The Amendment modified certain financial covenants applicable to
2014 and 2015, and changed the availability of the Delayed Draw Term Loan Facility, so that $14,562 of the Delayed Draw Term
Loan Facility is available until November 2014 to refinance the 4.5% Convertible Senior Notes, and the remaining $18,938 of
Delayed Draw Term Loan Facility will be available to us from March 31, 2015 until April 30, 2015 subject to our meeting certain
financial covenants. Any amount of the Delayed Draw Term Loan Facility not drawn on April 30, 2015 will expire unused. The
Amendment also provides that the banks will hold at least $35,000 of the Company’s cash and marketable securities until our leverage
ratio is below a specified level. No changes were made to the pricing of any of the loans or the amount we may borrow under the
existing $30,000 Revolving Loan Facility.
7.75% Convertible notes
On May 8, 2013, we completed privately-negotiated exchange agreements with noteholders under which we retired $50,000 of
our outstanding 4.5% Convertible Senior Notes due 2014 issued in 2009 (the “2014 Notes”) in exchange for $50,000 of new 7.75%
Convertible Senior Notes due 2018 (the “2018 Notes”).
The 2018 Notes were issued pursuant to an indenture, dated as of May 8, 2013 (the “Indenture”), between the Company and The
Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). We offered the 2018 Notes to certain holders of the 2014
Notes in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The 2018
Notes bear interest at 7.75% per year, payable semiannually in arrears in cash on June 30 and December 30 of each year, beginning on
December 30, 2013. The 2018 Notes are TCS’s senior unsecured obligations and rank equally with all of its present and future senior
unsecured debt and senior to any future subordinated debts and will be effectively subordinate to all of TCS’s present and future
secured debt to the extent of the collateral securing that debt.
Holders may convert the 2018 Notes at their option on any day prior to the close of business on the second “scheduled trading
day” (as defined in the Indenture) immediately preceding June 30, 2018. The conversion rate will initially be 96.637 shares of Class A
common stock per $1 (one thousand) principal amount of 2018 Notes, equivalent to an initial conversion price of $10.348 per share of
Class A common stock, which is the same conversion price as the 2014 Notes. Shares of the Company’s Class A common stock into
which the 2018 Notes are convertible have been reserved for issuance by the Company. We may redeem some or all of the 2018 Notes
at any time on or after June 30, 2014 at the redemption prices set forth in the Indenture plus accrued and unpaid interest to the
redemption date. In addition, subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their 2018
Notes upon a “fundamental change” (as defined in the Indenture) at a price equal to the purchase prices set forth in the Indenture, plus
accrued and unpaid interest to, but excluding, the fundamental change purchase date.
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing,
either the Trustee or the holders of not less than 25% in aggregate principal amount of the 2018 Notes then outstanding may declare
the entire principal amount of all the 2018 Notes plus accrued interest, if any, to be immediately due and payable.
4.5% Convertible notes
In 2009, we sold $103,500 aggregate principal amount of 4.5% Convertible Senior Notes due 2014. During the fourth quarter of
2012, we repurchased $10,000 of the outstanding 2014 Notes, plus accrued and unpaid interest and recorded a gain of $431 gain on
