Affinion Group Holdings, Inc. reported financial results for the three- and twelve-month periods ended December 31, 2016 for itself and selected financial information for its wholly-owned subsidiary, Affinion Group, Inc. Highlights included:
- Net revenues were $232.4 million in the fourth quarter of 2016 (a 17.4% decrease from $281.2 million in the fourth quarter of 2015) and $969.4 million for the full year.
- Income from operations was $27.6 million in the fourth quarter (compared to a loss from operations of $57.5 million for the fourth quarter of 2015) and $133 million for the full year.
- Adjusted EBITDA was $55.7 million in the fourth quarter (compared to $72.5 million for the fourth quarter of 2015, a decrease of 23.2%) and $235 million for the full year.
At December 31, 2016, Affinion had $753.7 million of first lien term loans outstanding, $425 million of second lien term loans outstanding, $474.6 million (net of discounts) outstanding under its senior notes, $116.2 million outstanding under the Affinion International Holdings Limited cash/PIK senior notes and $22.6 million outstanding under the Affinion Investments, LLC senior subordinated notes.
At December 31, 2016, there were no borrowings against Affinion’s revolving credit facility and $69.2 million of the credit facility was available for borrowing, after giving effect to the issuance of $10.8 million in letters of credit. As of December 31, 2016, Affinion’s senior secured leverage ratio was 3.07 to 1.0. The senior secured leverage ratio is defined in Affinion’s amended and restated senior secured credit facility, as amended on May 20, 2014 (senior secured debt, as defined, to Adjusted EBITDA, as defined), and must be equal to or less than 4.25 to 1.0 at December 31, 2016. At December 31, 2016, Affinion had $36.2 million of unrestricted cash on hand.
Affinion Group Holdings, Inc., Affinion Group, Inc., and Affinion Investments, LLC, entered into a support agreement with certain holders of Affinion Group’s 7.875% Senior Notes due 2018. The Significant Holders collectively held, as of such date, approximately $237.5 million (50%) aggregate principal amount of Existing AGI Notes and included affiliates or managed funds of Elliott Management Corporation and Franklin Mutual Advisers, LLC. The Support Agreement was entered into in connection with (1) Affinion Group’s contemplated private offer to exchange or repurchase for cash at the holder’s election all of the Existing AGI Notes for (a) new 12.50%/14.00% Senior PIK/Toggle Notes due 2022 of Affinion Group (New Notes) and Warrants to purchase common stock of Affinion Holdings or (b) cash; (2) Affinion Holdings’ contemplated private offer to exchange or repurchase for cash at the holder’s election all of the 13.75%/14.50% Senior Secured PIK/Toggle Notes due 2018 of Affinion Holdings for (a) New Notes and New Warrants to purchase Common Stock or (b) cash; (3) Affinion Investments’ contemplated private offer to exchange or repurchase for cash at the holder’s election all of the 13.50% Senior Subordinated Notes due 2018 of Affinion Investments for (a) New Notes and New Warrants to purchase Common Stock or (b) cash; (4) the solicitations of consents to amend (a) the indenture governing the Existing AGI Notes, dated as of November 19, 2010, between Affinion Group, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, (i) to eliminate substantially all of the restrictive covenants and certain of the default provisions in the Existing AGI Indenture and (ii) to reduce from 30 days to three business days the minimum notice period for optional redemptions in the Existing AGI Indenture, (b) the indenture governing the Existing Holdings Notes, dated as of December 12, 2013, between Affinion Holdings and the Existing Trustee, to reduce from 30 days to three business days the minimum notice period for optional redemptions in the Existing Holdings Indenture and (c) the indenture governing the Existing Investments Notes, dated as of December 12, 2013, among Affinion Investments, Affinion Investments II, LLC and the Existing Trustee, to reduce from 30 days to three business days the minimum notice period for optional redemptions in the Existing Investments Indenture; (5) the refinancing of Affinion Group’s existing credit facility and use of proceeds to, among other things, refinance existing indebtedness under its existing credit facility and redeem all of the outstanding 7.5% Cash/PIK Senior Notes due 2018 of Affinion International Holdings Limited and discharge the indenture governing the International Notes; and (6) all related transactions. The Exchange Offers, the Consent Solicitations, the Credit Agreement Refinancing, the International Note Redemption and all related transactions are collectively referred to herein as the “Transactions.” The Exchange Offers will be open only to (1) holders of Existing Notes who are “qualified institutional buyers,” (2) holders of Existing Notes who are institutional “accredited investors” and (3) holders of Existing Notes who are not “U.S. persons,” as such terms are defined under the Securities Act of 1933. Pursuant to the Support Agreement, the Significant Holders have agreed to tender Existing Notes in the Exchange Offers for New Notes and New Warrants.