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Debt
3 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Debt

4. DEBT

Our long-term debt, as of March 31, 2015 and December 31, 2014, was as follows (in thousands):

 

 

March 31,

2015

 

 

December 31,
2014

 

2015 Credit Agreement:

 

 

 

 

 

 

 

Term loan, due February 2020, interest at adjusted LIBOR plus 1.75% (combined rate of 2.03% at March 31, 2015)

$

148,125

 

 

$

 

$200 million revolving loan facility, due February 2020, interest at adjusted LIBOR plus applicable margin

 

 

 

 

 

2012 Credit Agreement:

 

 

 

 

 

 

 

Term loan, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus 2.00% (combined rate of 2.25% at December 31, 2014)

 

 

 

 

120,000

 

$100 million revolving loan facility, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus applicable margin

 

 

 

 

 

Convertible Debt Securities:

 

 

 

 

 

 

 

2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized OID of $12,653 and $14,169, respectively

 

137,347

 

 

 

135,831

 

 

 

285,472

 

 

 

255,831

 

Current portion of long-term debt

 

(7,500

)

 

 

(22,500

)

Total long-term debt, net

$

277,972

 

 

$

233,331

 

2015 Credit Agreement. In February 2015, we entered into an amended and restated $350 million credit agreement with several financial institutions (the “2015 Credit Agreement”) to replace the 2012 Credit Agreement.    

 

The 2015 Credit Agreement provides borrowings in the form of:  (i) a $150 million aggregate principal five-year term loan (the “2015 Term Loan”); and (ii) a $200 million aggregate principal five-year revolving loan facility (the “2015 Revolver”).  With the $150 million proceeds from the 2015 Term Loan, we repaid the outstanding $120 million balance from term loan under the 2012 Credit Agreement, resulting in a net increase of available cash by $30 million, a portion of which was used to pay certain fees and expenses in connection with the refinancing.

 

As a result of the 2015 Credit Agreement, we have pledged assets under a security agreement in favor of a financial institution as collateral agent (the “Security Agreement”).  Under the Security Agreement, all of our domestic subsidiaries have pledged substantially all of their assets to secure the obligations under the 2015 Credit Agreement and related security agreement.

 

In conjunction with the closing of the 2015 Credit Agreement, we incurred financing costs of $2.7 million.  When combined with the remaining deferred financing costs for the 2012 Credit Agreement, financing costs of $5.9 have been deferred and are amortized to interest expense using the effective interest method over the related term of the 2015 Credit Agreement, and financing costs of $0.9 million were recorded in interest expense in the first quarter of 2015.

2010 Convertible Notes.  Upon conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we will pay cash for 100% of the par value of the 2010 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash

As the result of our declaring a cash dividend in March 2015 (see Note 7), the previous conversion rate for the 2010 Convertible Notes of 42.6404 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.45 per share of our common stock) has been adjusted to 42.8889 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.32 per share of our common stock).

Refer to Note 5 in our 2014 10-K for disclosure of the 2010 Convertible Notes’ three contingent conversion features. As a result of the cash dividend declaration in March 2015, prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time the price of our common stock trades over $30.32 per share, or 130% of the $23.32 conversion price (previously $30.49 per share, or 130% of the $23.45 conversion price) for a specified period of time.

As of March 31, 2015, none of the contingent conversion features have been achieved, and thus, the 2010 Convertible Notes are not convertible by the holders.