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Debt
12 Months Ended
Dec. 31, 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 “Original Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto providing for (i) a one-year $75.0 million revolving loan facility and (ii) an uncommitted accordion facility subject to the satisfaction of certain conditions. The revolving loan facility included 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. On September 17, 2015, the Company executed a borrowing of $75.0 million under this revolving credit facility. The interest rate for this borrowing was 2.3125% and was applied on an actual/360 day basis.

On October 23, 2015, the Company entered into an amendment and restatement of the Original 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 five-year $300 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 $50 million multicurrency sub-facility, a $20 million letter of credit sub-facility and a $10 million 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). On October 23, 2015, the Company borrowed $75.0 million under the Revolving Credit Facility, which was used to repay the $75.0 million outstanding at September 30, 2015 under the Original Credit Agreement. The interest rate for this borrowing was 2.1250% and was applied on an actual/360 day basis. On January 25, 2016, the Company repaid the $75.0 million outstanding under the Revolving Credit Facility.

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, certain Domestic Foreign Holding Companies, and certain domestic subsidiaries whose equity interests are owned directly or indirectly by certain foreign 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 and Domestic Foreign Holding Companies, 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 December 31, 2015, the Company was in compliance with these covenants.

In accordance with ASU 2015-15, the Company deferred $1.7 million of debt issuance costs associated with the Revolving Credit Facility, including underwriting, legal and accounting fees, and will amortize this amount ratably over the five-year access period of the facility. Amortization of the debt issuance costs will be recorded as non-cash interest expense on the consolidated statement of operations.

(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, at a rate of 2.625% per annum. The Convertible Notes were convertible upon the occurrence of certain conditions into shares of the Company’s common stock at a conversion rate of 39.0344 shares of common stock per $1,000 principal amount of the Convertible Notes, equivalent to a conversion price of approximately $25.62 per share of common stock. The Convertible Notes were scheduled to mature on April 1, 2017, unless earlier converted, redeemed or repurchased in accordance with their terms. Upon a conversion of the Convertible Notes, the Company was required to pay or deliver, as the case may be, cash, shares of the Company’s common stock, or a combination of both, at the Company’s election.

The debt and equity components of the Convertible Notes were bifurcated and accounted for separately based on the authoritative accounting guidance in ASC 470-20. The $258.8 million aggregate principal amount of Convertible Notes was bifurcated between the debt component ($187.1 million) and the equity component ($71.7 million). The amount allocated to the debt component was estimated based on the fair value of similar debt instruments that did not include an equity conversion feature. The Convertible Notes were recorded at an initial carrying value of $187.1 million, net of $71.7 million in debt discount, which was being accreted to the carrying value of the Convertible Notes as non-cash interest expense over the life of the Convertible Notes.

During the year ended December 31, 2015, the Company settled $258.8 million aggregate principal amount of the Convertible Notes through a combination of $259.9 million in cash and 5,638,576 shares of its common stock. The Company recorded a non-cash loss on extinguishment of the Convertible Notes of $21.1 million for the year ended December 31, 2015, which was included in other income (expense), net, on the consolidated statements of operations. Forfeited accrued interest payable of $1.7 million was reclassified to additional paid-in capital during the year ended December 31, 2015. Upon settlement, the Convertible Notes were no longer outstanding, interest ceased to accrue thereon, and all rights of the holders of the Convertible Notes ceased to exist.