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Debt
6 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Debt

4. DEBT

Our long-term debt, as of June 30, 2015 and December 31, 2014, was as follows (in thousands):

 

 

June 30,

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 June 30, 2015)

$

146,250

 

 

$

 

$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 original issue discount (“OID”) of $11,106 and $14,169, respectively

 

138,894

 

 

 

135,831

 

 

 

285,144

 

 

 

255,831

 

Current portion of long-term debt

 

(146,394

)

 

 

(22,500

)

Total long-term debt, net

$

138,750

 

 

$

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 million have been deferred and are being 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.

2010 Convertible Notes. Refer to Note 5 in our 2014 10-K for disclosure of the 2010 Convertible Notes’ three contingent conversion features.

As the result of our declaring a cash dividend in June 2015 (see Note 7), the previous conversion rate for the 2010 Convertible Notes of 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) has been adjusted to 43.1307 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.19 per share of our common stock).

Prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time in the fiscal quarter following the period in which the price of our common stock trades over 130% of the conversion price for at least 20 consecutive trading days in the last 30 trading days of a fiscal quarter.  As of June 23, 2015, the closing price of our common stock exceeded 130% of the conversion price for the required period, thus allowing the 2010 Convertible Notes to be converted at the holder’s option during the quarter beginning July 1, 2015 and ending September 30, 2015.  

Upon any conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we are required to 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 can satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash, at our discretion. Based on our June 30, 2015 closing stock price of $31.66 per share, the 2010 Convertible Notes would have had a total settlement value of approximately $205 million.

As the 2010 Convertible Notes can be converted at the holder’s option during the quarter beginning July 1, 2015 and ending September 30, 2015, the net carrying value of the 2010 Convertible Notes of $138.9 million has been classified as a current liability in our Balance Sheet as of June 30, 2015.