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Debt
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Debt

NOTE 10. DEBT

(a) Revolving Credit Facility

On September 4, 2015, the Company, as borrower, entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the “Lenders”) providing for (i) a one-year $75.0 million revolving loan facility (the “Revolving Credit Facility”) and (ii) an uncommitted accordion facility subject to the satisfaction of certain conditions (collectively the “Senior Secured Credit Facility”). The Revolving Credit Facility includes a $20.0 million multicurrency sub-facility, a $10.0 million letter of credit sub-facility and a $100,000 swing line loan sub-facility.

Loans under the Revolving Credit Facility bear interest, at the Company’s option, at a rate equal to either (a) the LIBOR rate, plus an applicable margin ranging from 1.75% to 2.50% per annum, based upon the secured leverage ratio (as defined in the Credit Agreement), or (b) the prime lending rate, plus an applicable margin ranging from 0.75% to 1.50% per annum, based upon the senior secured net leverage ratio (as defined in the Credit Agreement).

The obligations under the Credit Agreement and any swap obligations and banking services obligations owing to a lender (or an affiliate of a lender) thereunder are and will be guaranteed by the Company and each of the Company’s existing and subsequently acquired or organized direct and indirect domestic subsidiaries (other than certain immaterial domestic subsidiaries), collectively, the Loan Parties. The obligations under the Credit Agreement and any such swap and banking services obligations are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in (i) all tangible and intangible assets of the Loan Parties, except for certain customary excluded assets, and (ii) all of the capital stock owned by the Loan Parties thereunder (limited, in the case of the stock of certain non-U.S. subsidiaries of the Company, to 65% of the capital stock of such subsidiaries).

The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions. Under the terms of the Credit Agreement, the Company is required to comply with a maximum senior secured net leverage ratio and minimum interest coverage ratio covenants. At September 30, 2015, the Company was in compliance with these covenants.

On September 17, 2015, the Company executed a borrowing of $75.0 million under the Revolving Credit Facility, which was scheduled to mature on March 17, 2016 (6 months). The interest rate for this borrowing was 2.3125% and is applied on an actual 360 day basis.

On October 23, 2015, the Company entered into an amendment and restatement of the Credit Agreement as described in Note 15, “Subsequent Events.”

(b) Convertible Notes Due 2017

On March 19, 2012, the Company issued $258.8 million aggregate principal amount of the Convertible Notes. The Company was required to pay interest semi-annually in arrears on April 1 and October 1 of each year. The Convertible Notes were convertible upon the occurrence of certain conditions into shares of the Company’s common stock.

During the second quarter of 2015, the Company settled a total of $91.0 million aggregate principal amount of the Convertible Notes through a combination of $92.1 million in cash and 2,099,358 shares of its common stock. On June 19, 2015, the Company issued a notice of redemption to redeem on July 24, 2015 all of its outstanding Convertible Notes. Pursuant to this notice of redemption, during the third quarter of 2015, the Company settled a total of $167.8 million aggregate principal amount of the Convertible Notes through a combination of $167.8 million in cash and 3,539,218 shares of its common stock. The Company recorded a non-cash loss on extinguishment of the Convertible Notes of $13.2 million and $21.1 million for the three and nine months ended September 30, 2015, respectively, which is included in other income (expense), net, on the condensed consolidated statements of operations. Forfeited accrued interest payable of $1.4 million and $1.7 million was reclassified to additional paid-in capital during the three and nine months ended September 30, 2015, respectively. Upon settlement, the Convertible Notes were no longer deemed outstanding, interest ceased to accrue thereon, and all rights of the holders of the Convertible Notes ceased to exist.