DFIN 2017 Annual Report

As of December 31, 2017, there were no borrowings under the Revolving Facility. Based on the Company’s results of operations for the year ended December 31, 2017 and existing debt, the Company would have had the ability to utilize $300.0 million of the $300.0 million Revolving Facility and not have been in violation of the terms of the agreement. The current availability under the Revolving Facility and net available liquidity as of December 31, 2017 is shown in the table below: December 31, 2017 (in millions) Availability Revolving Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $300.0 Availability reduction from covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $300.0 Usage Borrowings under the Revolving Facility . . . . . . . . . . . . . . . . . . . . . . . . . — Impact on availability related to outstanding letters of credit . . . . . . . . . . — $ — Current availability at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . $300.0 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.0 Net Available Liquidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $352.0 The Company was in compliance with its debt covenants as of December 31, 2017, and expects to remain in compliance based on management’s estimates of operating and financial results for 2018 and the foreseeable future. However, declines in market and economic conditions or demand for certain of the Company’s products and services could impact the Company’s ability to remain in compliance with its debt covenants in future periods. As of December 31, 2017, the Company met all the conditions required to borrow under the Credit Agreement and management expects the Company to continue to meet the applicable borrowing conditions. The failure of a financial institution supporting the Revolving Facility would reduce the size of the Company’s committed facility unless a replacement institution was added. As of December 31, 2017, the Revolving Facility is supported by seventeen U.S. and international financial institutions. As of December 31, 2017, the Company had $4.5 million in outstanding letters of credit and bank guarantees, of which none reduced to the availability under the Revolving Facility. Debt Issuances On September 30, 2016, the Company entered into the Credit Agreement, which provided for the Term Loan Credit Facility and the Revolving Facility. The Term Loan Facility will mature on September 30, 2023 and the Revolving Credit Facility will mature on September 30, 2021. On September 30, 2016, the Company issued $300.0 million of 8.250% Senior Notes (the “Notes”) due October 15, 2024. Interest on the Notes is due semi-annually on April 15 and October 15, commencing on April 15, 2017. The Notes were issued pursuant to an indenture where certain wholly-owned domestic subsidiaries of the Company guarantee the Notes (the “Guarantors”). In connection with the offering of the Notes, the Company entered into a registration rights agreement, dated as of September 30, 2016 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC with respect to an offer to exchange the Notes for registered notes. On March 10, 2017, the Company filed a Registration Statement on Form S-4 (as amended, the “Exchange Offer Registration Statement”) to offer to exchange the Notes for registered notes which have terms identical in all material respects to the Notes except that the registered notes are not subject to transfer restrictions or registration rights. The Exchange Offer Registration Statement was declared effective by the SEC on March 22, 2017. An exchange offer for the Notes was launched on March 22, 2017 and settled on April 25, 2017, resulting in the exchange of $299.9 million aggregate principal amount of outstanding Notes for registered notes. Risk Management The Company is exposed to interest rate risk on its variable debt. At December 31, 2017, the Company’s exposure to rate fluctuations on variable-interest borrowings was $170.0 million. 44