10.6 Modifications and Exchanges of Credit Facilities
10.6.1 Background
As discussed in Chapter 5, an entity might
incur costs and fees to obtain a commitment from a prospective creditor to
obtain funds on specified terms and conditions in the future. Such commitments
fall into two broad categories: (1) lines of credit and other revolving-debt
commitments that permit the entity to borrow, repay amounts borrowed, and
reborrow amounts previously repaid, and (2) delayed-draw term loan commitments
and other nonrevolving commitments that do not permit the entity to reborrow
amounts repaid (see Section 2.3.3). This
section discusses the accounting for modifications and exchanges of the
following types of arrangements:
-
Line-of-credit and other revolving-debt arrangements (see the next section).
-
Delayed-draw term loan commitments (see Section 10.6.3).
-
Credit facilities that include both drawn and undrawn components (see Section 10.6.4).
10.6.2 Modifications of Line-of-Credit and Other Revolving-Debt Arrangements
10.6.2.1 General
When an entity modifies or exchanges a line-of-credit or revolving-debt
arrangement with the same creditor, it should evaluate how to account for
any unamortized deferred costs associated with the existing arrangement (see
Section 5.4) as well as any fees
paid to the creditor and any costs paid to third parties in connection with
the modification or exchange. ASC 470-50-40-21 requires an entity to perform
a borrowing-capacity analysis to determine the appropriate accounting for
such modifications or exchanges (see Section
10.6.2.3).
10.6.2.2 Scope
ASC 470-50
40-22 The guidance in this
Subtopic is limited to modifications to or exchanges
of line-of-credit or revolving-debt arrangements by
a debtor and a creditor (the same parties that were
involved in the original line-of-credit or
revolving-debt arrangement) in a nontroubled
situation.
The guidance in ASC 470-50-40-21 through 40-23 applies when a debtor modifies
or exchanges a line-of-credit or revolving-debt arrangement with the same
creditor or group of creditors. If an entity terminates an existing
line-of-credit or revolving-debt arrangement and contemporaneously obtains a
new line-of-credit or revolving-debt arrangement from the same creditor or
group of creditors, for example, those transactions should be analyzed as an
exchange of the existing line-of-credit or revolving-debt arrangement under
ASC 470-50-40-21 through 40-23.
ASC 470-50-40-21 through 40-23 apply irrespective of whether a line-of-credit
or revolving-debt arrangement is replaced by a new line-of-credit or
revolving-debt arrangement or term debt. For example, if a debtor converts a
revolving-debt arrangement into a term-debt arrangement, it should perform
the borrowing-capacity test in ASC 470-50-40-21 to determine the appropriate
accounting for any deferred costs as well as any fees or costs associated
with the modification or exchange.
If, because of an entity’s violation of a covenant in a line-of-credit or
revolving-debt arrangement, outstanding amounts become repayable on demand,
the creditor might agree to waive the covenant violation in exchange for a
fee. Such a fee payment would be analyzed as a modification of the
line-of-credit or revolving-debt arrangement even if no other terms in the
arrangement are modified (see Section
10.2.4 for analogous guidance).
It would generally be acceptable to apply ASC 470-50-40-21 to all of the
elements of a modification or exchange of a line-of-credit arrangement when
the same group of individual creditors participates in both the original
arrangement and the new arrangement (i.e., there are no new creditors or
departing creditors in the overall arrangement). That is, if only a portion
of the total maximum credit availability among individual creditors within
the same creditor group has shifted, that alone would not result in a
requirement for an entity to write off any portion of the unamortized
deferred costs related to the original arrangement.
The guidance in ASC 470-50-40-21 through 40-23 does not apply if (1) the
modification represents a TDR (see Chapter
11) or (2) the debtor replaces the arrangement with a new
arrangement with a different creditor. If a debtor terminates an existing
line-of-credit or revolving-debt arrangement and obtains a new
line-of-credit or revolving-debt arrangement from a different creditor, the
debtor should write off all the unamortized deferred costs of the old
arrangement as well any costs incurred to terminate the arrangement with the
original creditor.
10.6.2.3 Borrowing-Capacity Analysis
ASC 470-50
40-21 Modifications to or
exchanges of line-of-credit or revolving-debt
arrangements resulting in either a new
line-of-credit or revolving-debt arrangement or
resulting in a traditional term-debt arrangement
shall be evaluated in the following manner:
- The debtor shall compare the product of the remaining term and the maximum available credit of the old arrangement (this product is referred to as the borrowing capacity) with the borrowing capacity of the new arrangement.
- If the borrowing capacity of the new arrangement is greater than or equal to the borrowing capacity of the old arrangement, then any unamortized deferred costs, any fees paid to the creditor, and any third-party costs incurred shall be associated with the new arrangement (that is, deferred and amortized over the term of the new arrangement).
- If the borrowing capacity of
the new arrangement is less than the borrowing
capacity of the old arrangement, then:
- Any fees paid to the creditor and any third-party costs incurred shall be associated with the new arrangement (that is, deferred and amortized over the term of the new arrangement).
- Any unamortized deferred costs relating to the old arrangement at the time of the change shall be written off in proportion to the decrease in borrowing capacity of the old arrangement. The remaining unamortized deferred costs relating to the old arrangement shall be deferred and amortized over the term of the new arrangement.
Fees between the debtor and the
creditor include an increase or a decrease in the
fair value of a freestanding equity-classified
written call option held by a creditor (calculated
in accordance with paragraph 815-40-35-16) that is
modified or exchanged as a part of or is directly
related to a modification or an exchange of a
line-of-credit or revolving-debt arrangement held by
that same creditor (see paragraphs 815-40-35-14
through 35-15 and 815-40-35-17(c)). Third-party
costs include an increase (but not a decrease) in
the fair value of a freestanding equity-classified
written call option held by a third party
(calculated in accordance with paragraph
815-40-35-16) that is modified or exchanged as a
part of or is directly related to a modification or
an exchange of a line-of-credit or revolving-debt
arrangement (see paragraphs 815-40-35-14 through
35-15 and 815-40-35-17(c)).
For fees between the debtor and the
creditor or third-party costs not related to
exchanges of or modifications to a line-of-credit or
revolving-debt arrangements resulting in either a
new line-of-credit or revolving-debt arrangement,
see paragraphs 470-50-40-17 through 40-18A.
40-23 See Example 1
(paragraph 470-50-55-10) for an illustration of this
guidance.
The accounting for a modification or exchange of a line-of-credit or
revolving-debt arrangement with the same creditor depends on whether the
debtor’s borrowing capacity has decreased. ASC 470-50-40-21 through 40-23
require the debtor to calculate the borrowing capacity by multiplying the
arrangement’s (1) remaining term and (2) maximum available credit (i.e., the
full committed amount including any amounts drawn). This calculation does
not depend on the measure of time used for the remaining term (e.g., whether
the remaining term is measured in months, quarters, or years) except that
the debtor must apply a consistent measure when calculating the borrowing
capacity of both the original and the new arrangement.
Example 10-13
Calculation of Borrowing Capacity
A revolving-debt arrangement has a
remaining term of five years. The outstanding amount
currently drawn is $10 million, and the remaining
undrawn amount is $15 million. Under ASC 470-50, the
borrowing capacity of this arrangement is $125
million, or 5 × ($10 million + $15 million).
The guidance requires any unamortized deferred costs of the old arrangement,
and any costs and fees incurred in connection with a modification or
exchange, to be deferred and amortized over the term of the new arrangement
except if the borrowing capacity under the new arrangement is less than that
under the old arrangement. In that case, unamortized deferred costs of the
old arrangement are written off in proportion to the decrease in the
borrowing capacity.
Borrowing Capacity Under the New Arrangement
|
Accounting for Unamortized Deferred
Costs of the Old Arrangement
|
Accounting for Costs and Fees Paid in Connection With
the Modification or Exchange
|
---|---|---|
Equals or exceeds the borrowing capacity under the
old arrangement
|
Deferred and amortized over the term of the new
arrangement
|
Deferred and amortized over the term of the new
arrangement
|
Is less than the borrowing capacity under old
arrangement
|
Written off in proportion to the decrease in the
borrowing capacity. The remaining amount is deferred
and amortized over the term of the new
arrangement
|
Deferred and amortized over the term of the new
arrangement
|
10.6.2.4 Illustrations
ASC 470-50
Example 1: Accounting for Changes in
Line-of-Credit or Revolving-Debt
Arrangements
55-10 This Example
illustrates the application of the guidance in
paragraphs 470-50-40-21 through 40-22 for changes in
line-of-credit or revolving-debt arrangements.
55-11 Terms of original
arrangement are as follows:
-
Five-year term (three years remaining)
-
$10 million commitment amount
-
The borrowing capacity under the original arrangement at the time of the change is $30 million, the product of the remaining term (3 years) and the commitment amount ($10 million).
55-12 The following
situations represent changes that are made (with the
same creditor) to the original terms:
-
The commitment amount is increased to $15 million, the term of the new arrangement remains at 3 years (borrowing capacity is $45 million).
-
The commitment amount is decreased to $2 million, the term of the new arrangement is 5.5 years (borrowing capacity is $11 million).
-
The original revolver is replaced with a 3-year, $7.5 million term loan, with principal due at the end of 3 years (borrowing capacity is $22.5 million).
-
The original revolver is replaced with a 3-year, $10 million term loan, with principal due at the end of 3 years (borrowing capacity is $30 million).
55-13 In all of the
situations described, at the time the change is made
to the original arrangement, $150,000 of unamortized
costs relating to the original arrangement remain on
the debtor’s balance sheet; the debtor pays a fee of
$100,000 to the creditor; and the debtor incurs
third-party costs of $200,000.
The following
illustrates the various situations described in this
Example.
Case
|
Old Borrowing Capacity
|
New Borrowing Capacity
|
Accounting Treatment of
Unamortized Deferred Costs
|
Accounting Treatment of Fees
and Third-Party Costs Incurred
|
---|---|---|---|---|
A
|
30 million
|
45 million
|
$150,000 is amortized over 3
years.
|
$300,000 is deferred and
amortized over 3 years.
|
B
|
30 million
|
11 million
|
63 percent of the unamortized
costs ($94,500) are written off; the remaining
costs ($55,500) are amortized over 5.5 years.
|
$300,000 is deferred and
amortized over 5.5 years.
|
C
|
30 million
|
22.5 million
|
25 percent of the unamortized
costs ($37,500) are written off; the remaining
costs ($112,500) are amortized over 3 years.
|
$300,00 is deferred and
amortized over 3 years.
|
D
|
30 million
|
30 million
|
$150,000 is amortized over 3
years.
|
$300,000 is deferred and
amortized over 3 years.
|
Example 10-14
Issuance of Warrants as Consideration for
Extension of Line of Credit
Entity C obtains an extension of the remaining term
of an existing line of credit in exchange for
equity-classified warrants on C’s common stock. No
other terms in the arrangement are modified. The
fair value of the warrants should be analyzed as the
payment of a fee to the creditor (i.e., a debit to
“deferred financing costs” and a credit to
“equity”). Because the term was extended and the
maximum available credit remained the same, the
borrowing capacity has increased. Therefore, the
fair value of the warrants should be deferred and
amortized over the term of the modified
arrangement.
Example 10-15
Treatment of Waiver Fee and Third-Party
Costs
As a result of Entity B’s violation of a covenant on
a line-of-credit arrangement, outstanding amounts
have become repayable on demand. The creditor agrees
to waive the covenant violation in exchange for a
fee. Further, B incurs legal fees in connection with
the waiver. No other terms in the arrangement are
modified and the borrowing capacity remains
unchanged. Nevertheless, the payment of the waiver
fee represents a modification of the original
arrangement under ASC 470-50-40-21 through 40-23.
Therefore, the waiver fee and the third-party legal
costs should be deferred and amortized over the term
of the new arrangement, which is equal to the
remaining term of the original arrangement.
Example 10-16
Modification That Involves a Reduction of the
Borrowing Capacity of a Line of Credit
Entity D and Bank B agree to amend the terms of D’s
revolving-debt arrangement to (1) reduce the total
amount available from $250 million to $200 million,
(2) extend the remaining term from two and a half
years to three years, (3) increase the interest
rate, and (4) modify certain covenants. In exchange
for the amendment, B charges a fee of $3 million. At
the time of the amendment, D had an asset of $5
million attributable to remaining unamortized
deferred financing costs related to the original
arrangement.
ASC 470-50-40-21(a) requires the borrowing capacity
of a revolving-debt arrangement to be calculated as
the product of the maximum borrowing capacity and
remaining term under the arrangement. Accordingly, D
determines that the borrowing capacity under the old
arrangement is $625 million ($250 million × 2½
years) and the borrowing capacity after the
amendment is $600 million ($200 million × 3
years):
Because the borrowing capacity of
the new arrangement ($600 million) is less than the
borrowing capacity of the old arrangement ($625
million), D is required under ASC 470-50-40-21(c) to
write off the existing unamortized deferred costs in
proportion to the decrease in the borrowing
capacity. The proportion written off is 4 percent,
or ($625 million – $600 million) ÷ $625 million =
4%. Accordingly, $200,000 is immediately expensed
through earnings (4% × $5 million = $200,000). The
remaining unamortized deferred costs of $4.8 million
and the modification fee of $3 million are deferred
as an asset and amortized on a straight-line basis
(see Section 5.4)
over the 36 months to the revised maturity date of
the arrangement.
Example 10-17
Modification That Involves a Reduction of the
Borrowing Capacity of a Line of Credit and
Conversion of Outstanding Amount to a Term
Loan
A revolving-debt arrangement has a
remaining term of five years and remaining
unamortized deferred costs of $10 million. The
outstanding amount currently drawn is $100 million
and the remaining amount available to be drawn is
$150 million. Under ASC 470-50-40-21(a), the
borrowing capacity of this arrangement equals $1,250
million, or 5 × ($100 million + $150 million).
The revolving-debt arrangement is modified to reduce
the remaining term to three years and the amount
available to be drawn to $100 million. Further, the
outstanding amount currently drawn as of the
modification date ($100 million) is converted into a
traditional term-debt arrangement with a maturity of
five years. The debtor pays creditor fees of $2
million and incurs third-party costs of $1 million
in connection with the modification.
Under ASC 470-50-40-21(a) and 40-22,
the borrowing capacity of the modified arrangement
is calculated to reflect the borrowing capacity of
both the modified revolving-debt arrangement and the
new term-debt arrangement. Therefore, the borrowing
capacity of the new arrangement equals $800 million,
or (3 × $100 million) + (5 × $100 million).
Because the borrowing capacity of
the new arrangement ($800 million) is less than the
borrowing capacity of the old arrangement ($1,250
million), the existing unamortized deferred costs
must be written off under ASC 470-50-40-21(c) in
proportion to the decrease in the borrowing
capacity. The proportion written off is 36 percent,
or ($1,250 million – $800 million) ÷ $1,250 million
= 36%. Accordingly, $3.6 million is immediately
expensed through earnings (36% × $10 million = $3.6
million). The remaining unamortized deferred costs
of $6.4 million and the costs and fees incurred in
connection with the modification of $3 million are
deferred.
Because some of the revolving-debt arrangement was
replaced with a traditional term-debt arrangement, a
portion of the total amount of deferred costs of
$9.4 million should be allocated to the traditional
term-debt arrangement (e.g., on a
relative-borrowing-capacity basis) and treated as an
issuance cost of the term debt in a manner similar
to a debt discount. The portion of the deferred
costs allocated to the revolving-debt arrangement is
deferred as an asset and amortized as an expense
over the remaining term of the revolving-debt
arrangement.
Example 10-18
Modification of Line of Credit That Involves
Multiple Creditors
Entity X had a revolving line-of-credit arrangement
with a remaining two-year term that contained a
total maximum available credit of $50 million (the
“original arrangement”). The total maximum credit
was provided through the following legally binding
lending commitments with three separate creditors:
-
Bank A — total lending commitment of $20 million.
-
Bank B — total lending commitment of $20 million.
-
Bank C — total lending commitment of $10 million.
Entity X replaces the original arrangement with a
revolving line-of-credit arrangement with a
five-year term that contains a total maximum
available credit of $75 million (the “new
arrangement”). The total maximum credit is provided
through the following legally binding lending
commitments with three separate creditors:
-
Bank A — total lending commitment of $25 million.
-
Bank B — total lending commitment of $25 million.
-
Bank D — total lending commitment of $25 million.
When X replaced the original arrangement, it had
recognized unamortized deferred fees of $400,000
associated with the original arrangement ($160,000
to A, $160,000 to B, and $80,000 to C) and
unamortized deferred third-party costs of $40,000.
In conjunction with the issuance of the new
arrangement, X paid fees of $1.5 million to the
creditors ($500,000 to each bank) and incurred
third-party costs of $100,000.
In accordance with ASC 470-50-40-22, X should apply
ASC 470-50-40-21 to the unamortized deferred fees
and costs associated with the original arrangement
related to the parties involved in the original
arrangement (A and B). Entity X should not apply ASC
470-50-40-21 to the unamortized deferred fees and
costs associated with the original arrangement
related to C because C is not a creditor in the new
arrangement. In addition, X should not apply ASC
470-50-40-21 to the fees and third-party costs
associated with the new arrangement related to D
because D was not a creditor in the original
arrangement.
The table below summarizes the
appropriate accounting for the fees and costs as a
result of the exchange.
Creditor
|
Fees and Costs Associated With the Original
Arrangement
|
Fees and Costs Associated With the New
Arrangement
|
---|---|---|
Bank A
|
The borrowing capacity with Bank A increased;
therefore, under ASC 470-50-40-21, the unamortized
deferred fees of $160,000 associated with the
original arrangement are deferred and amortized
over the term of the new arrangement.
|
Under ASC 470-50-40-21, the $500,000 that X
paid to A is associated with the new arrangement
and is deferred and amortized over the term of the
new arrangement.
|
Bank B
|
The borrowing capacity with Bank B increased;
therefore, under ASC 470-50-40-21, the unamortized
deferred fees of $160,000 associated with the
original arrangement are deferred and amortized
over the term of the new arrangement.
|
Under ASC 470-50-40-21, the $500,000 that X
paid to B is associated with the new arrangement
and is deferred and amortized over the term of the
new arrangement.
|
Bank C
|
ASC 470-50-40-21 does not apply since C is not
a creditor in the new arrangement. Rather, the
termination of the lending arrangement with C is
considered an extinguishment that results in the
write-off of the $80,000 of unamortized deferred
fees associated with the original arrangement.
|
N/A
|
Bank D
|
N/A
|
ASC 470-50-40-21 does not apply since D was not
a creditor in the original arrangement.
Nevertheless, in accordance with ASC 835, the
$500,000 that X paid to D should be deferred and
amortized over the term of the new
arrangement.
|
Third-party costs
|
The unamortized costs associated with the
original arrangement should be written off in
proportion to the unamortized deferred fees
associated with the original arrangement that were
written off (20%, or $80,000 of the $400,000 that
was written off). This results in a write-off of
$8,000 of the unamortized deferred third-party
costs associated with the original
arrangement.
|
Under ASC 470-50-40-21 and ASC 835, the
$100,000 of third-party costs incurred on the new
arrangement are associated with the new
arrangement and are deferred and amortized over
the term of the new arrangement.
|
In addition, note that it would generally be
acceptable to apply ASC 470-50-40-21 to all the
elements of a modification or exchange of a
line-of-credit arrangement when the same group of
individual creditors participates in both the
original arrangement and the new arrangement (i.e.,
there are no new creditors or departing creditors in
the overall arrangement). That is, the mere shift of
a portion of the total maximum credit availability
among individual creditors within the same creditor
group would not itself require an entity to write
off any portion of the unamortized deferred costs
related to the original arrangement (see Section 10.6.2.2). If, in the example
above, A, B, and C were the creditors of the new
arrangement and individually provided a credit
availability of $55 million, $10 million, and $10
million, respectively, because the borrowing
capacity of the new arrangement in total would be
greater than that of the original arrangement in
total, X would not be required to write off any of
the unamortized deferred fees and costs related to
the original arrangement notwithstanding the fact
that $10 million of B’s original credit commitment
has been replaced by an additional credit commitment
of A.
In certain line-of-credit arrangements, the
contractual lending arrangement is between a debtor
and a lead bank. Under the definition of “loan
participation” in ASC 470-50-20 (see Section 10.3.2.4), participating banks
are not direct creditors; rather, they have an
interest represented by a certificate of
participation from the lead bank. In these
situations, the lead bank is considered the sole
creditor. Thus, in a modification or exchange of a
line-of-credit arrangement between a debtor and the
lead bank, the debtor would apply ASC 470-50-40-21
to the entire modification or exchange. Accordingly,
if A were the lead bank in both the original
arrangement and new arrangement, because the
borrowing capacity of the new arrangement would be
greater than that of the original arrangement, the
entire amount of unamortized deferred fees and costs
associated with the original arrangement and all of
the fees and costs incurred to enter the new
arrangement would be deferred and amortized over the
term of the new arrangement. The change in the
composition of the participating banks (i.e., B, C,
and D) would therefore have no effect on the
accounting.
10.6.3 Modifications of Delayed-Draw Term Loan Commitments
As discussed in Section 5.3, an entity might defer costs associated with a
delayed-draw term loan commitment as an asset before the issuance of the debt.
ASC 470-50 does not specifically address how the holder of a delayed-draw term
loan commitment should account for a modification or exchange of such a
commitment if no amount has been drawn. It is acceptable to apply the guidance
in ASC 470-50-40-21 through 40-23 (see Section 10.6.2) on modifications to line-of-credit or
revolving-debt arrangements to such modifications. For amounts that have been
drawn under a delayed-draw term loan commitment, an entity should apply the
guidance on debt modifications and exchanges in ASC 470-50-40-6 through 40-12
(see Sections 10.2 through 10.5).
10.6.4 Modifications to Credit Facilities That Include Both Drawn and Undrawn Components
Credit facilities often include a combination of term loans, delayed-draw term
loan commitments, and line-of-credit or revolving-debt arrangements. While ASC
470-50 addresses the evaluation of modifications and exchanges of term debt (see
Sections 10.2 through 10.5) and modifications of line-of-credit
and revolving-debt arrangements (see Section 10.6.2), it does not specifically address amendments to
credit facilities that include a combination of types except for modifications
of revolving-debt arrangements that are modified into, or exchanged for, term
loans (see Section 10.6.2.2).
If an outstanding term loan is modified or exchanged so that it
becomes an amount drawn under a line-of-credit or revolving-debt arrangement
with the same creditor, the debtor should apply the guidance on modifications
and exchanges of term-debt arrangements (such as the guidance in ASC
470-50-40-10 on the 10 percent cash flow test) to the associated debt (see
Sections 10.2 through 10.5). In
evaluating whether to account for the original term loan as extinguished, the
debtor would treat the amount drawn after the amendment as a term loan with
payment terms that are consistent with those of amounts drawn under the new
line-of-credit or revolving-debt arrangement.
ASC 470-50-40-21 states that it applies to “[m]odifications to
or exchanges of line-of-credit or revolving-debt arrangements resulting in
either a new line-of-credit or revolving-debt arrangement or resulting in a
traditional term-debt arrangement.” Accordingly, if a line-of-credit or
revolving-debt arrangement is modified or exchanged so that it becomes, in whole
or in part, a term-debt arrangement or delayed-draw term loan commitment with
the same creditor, the debtor should apply the guidance on modifications of
line-of-credit or revolving-debt arrangements (see Section 10.6.2). Note that it would apply
this guidance even if amounts were drawn under a line-of-credit or
revolving-debt arrangement before its modification or exchange. If the borrowing
capacity before the amendment exceeds the borrowing capacity after the
amendment, a proportionate amount of the current unamortized deferred costs
associated with the line-of-credit or revolving-debt arrangement is expensed and
the remaining amount is allocated among any continuing line-of-credit or
revolving-debt arrangement, delayed-draw term loan commitment, and term loan on
a systematic and rational basis (e.g., on the basis of relative borrowing
capacity). If the borrowing capacity after the amendment equals or
exceeds the borrowing capacity before the amendment, the current amount of
unamortized deferred costs associated with the line-of-credit or revolving-debt
arrangement is allocated among any continuing line-of-credit or revolving-debt
arrangement, delayed-draw term loan commitment, and term loan on a systematic
and rational basis (e.g., first to the continuing line-of-credit or
revolving-debt arrangement in proportion to the borrowing capacity that remains
under that component of the arrangement and then to the new term loan). Any
amounts allocated to the new term loan are accounted for as debt issuance costs
of that debt (see Section
5.3.3).
If the original credit facility includes both outstanding term debt and a line of
credit or revolving debt, it is often appropriate to analyze the modification or
exchange separately for each of those components on the basis of the above
guidance (e.g., when only one component is modified). Any amount of term debt
outstanding before the amendment that is reallocated to an amount drawn under a
line-of-credit or revolving-debt arrangement after the amendment would be
analyzed under the guidance on modifications and exchanges of term debt. Any
amount that was drawn under a line-of-credit or revolving-debt arrangement
before the amendment that becomes an amount drawn under a term-debt arrangement
after the modification or exchange is analyzed in accordance with the guidance
on modifications of line-of-credit or revolving-debt arrangements. In some
circumstances, it may be appropriate to analyze the modification or exchange in
combination on the basis of the predominant characteristics of the overall
credit facility (e.g., amounts are fully drawn and an increase in the interest
rate of one component is compensated by a decrease in the interest rate of the
other component). An entity should allocate the fees and costs incurred to amend
a credit facility to the different components of the facility by using a
reasonable and systematic approach that is consistently applied (e.g., relative
fair value).
If a credit facility involves multiple lenders, and an individual creditor no
longer participates in the credit facility, any term loan with that creditor is
accounted for as an extinguishment unless the replacement of an original
creditor with a new creditor, in substance, represents a transfer of the
existing debt to a new debt holder (see Section 10.2.8). Any deferred costs related to a line-of-credit
or revolving-debt arrangement or delayed-draw term loan commitment with a
creditor that no longer participates in the credit facility would be written off
through current-period earnings. If a new creditor is added to the credit
facility, any term loan with that creditor is recognized as a new term loan and
any costs attributable to a line-of-credit or revolving-debt arrangement or
delayed-draw term loan commitment with that creditor is deferred as an asset, if
appropriate.
The table below summarizes the above considerations.
Individual Creditors
|
Original Credit Facility
|
Amended Credit Facility
|
Accounting
|
---|---|---|---|
Continuing creditor
|
Term debt
|
Term debt
|
Perform the 10 percent cash flow test
and apply the guidance on conversion features (see
Section 10.3) to determine whether the
original term debt should be treated as modified or
extinguished (see Section 10.4)
|
Line of credit or revolver
|
Line of credit or revolver
|
Perform the borrowing-capacity test (see
Section 10.6.2) to determine the
accounting for any deferred costs
| |
Term debt
|
Line of credit or revolver
|
Perform the 10 percent cash flow test on
the basis of the amount drawn and apply the guidance on
conversion features (see Section 10.3) to
determine whether the original term debt should be
treated as modified or extinguished (see Section
10.4)
| |
Line of credit or revolver
|
Term debt
|
Perform the borrowing-capacity test (see
Section 10.6.2) to determine the
accounting for any deferred costs
| |
No longer creditor
|
Term debt
|
N/A
|
Apply debt extinguishment accounting
(see Section 9.3) to the related term
loan
|
Line of credit or revolver
|
N/A
|
Expense the related deferred financing
costs
| |
New creditor
|
N/A
|
Term debt
|
Recognize as a new term loan (see
Chapters 4 and 5)
|
N/A
|
Line of credit or revolver
|
Recognize an asset for the related
deferred financing costs (see Section 5.4)
|