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Long-Term Debt
12 Months Ended
Dec. 31, 2011
Long-Term Debt  
Long-Term Debt

Note 2. Long-Term Debt

        The company's borrowings consisted of the following at December 31 (in thousands):

 
  2011   2010  

73/8% senior notes, due 2012

  $ 700,000   $ 700,000  

5.125% convertible senior notes, due 2014

    287,500     287,500  

63/4% senior notes, due 2015

    500,000     500,000  

73/4% senior notes, due 2016

    500,000     500,000  

75/8% senior notes, due 2020

    350,000     350,000  

Other secured obligations

    42,600     49,321  
           

Total debt

    2,380,100     2,386,821  

Less current maturities

    444,078     8,924  
           

Long-term debt

  $ 1,936,022   $ 2,377,897  
           

Senior Secured Credit Facility, due 2016

        On September 29, 2011, the company amended, restated and expanded its existing senior secured credit facility (Facility) from the prior $924.0 million level to a renewed $1.1 billion revolver due September 2016 (Revolver). Subject to certain conditions, the company has the opportunity to increase the Revolver size by an additional $125.0 million. The Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility is guaranteed by certain of the company's subsidiaries; and is secured by substantially all of the company's and its wholly-owned subsidiaries' receivables and inventories, and by pledges of all shares of the company's wholly-owned subsidiaries' capital stock. On January 11, 2012, the company expanded the Facility by adding a $275.0 million term loan that matures on September 30, 2016 (Term Loan). Quarterly principal payments under the Term Loan are required to be made in amounts ranging from 1.25% to 3.75% of the original principal amount, with the unpaid principal balance of approximately $158 million due on the maturity date. Interest, based on the Facility's pricing grid (2.0% at January 11, 2012) is payable quarterly. The Company used the net proceeds of the Term Loan, together with cash on hand, to fund the January 2012 purchase of $279.7 million of the company's 73/8% Senior Notes due 2012.

        The Facility pricing grid is adjusted quarterly and is based on company's leverage of total debt to last-twelve-month's (LTM) adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions, as defined in the credit agreement). The minimum pricing is LIBOR plus 1.00% or Prime, and the maximum pricing is LIBOR plus 2.00% or Prime plus 1.00%. In addition the company is subject to an unused commitment fee of between 0.25% and 0.45% (based on leverage of total debt to LTM adjusted EBITDA) which is applied to the unused portion of the $1.1 billion revolver each quarter.

        The Facility contains financial covenants and other covenants that limit or restrict our ability to make capital expenditures; incur indebtedness; permit liens on property; enter into transactions with affiliates; make restricted payments or investments; enter into mergers, acquisitions or consolidations; conduct asset sales; pay dividends or distributions and enter into other specified transactions and activities. Our ability to borrow funds within the terms of the Revolver is dependent upon our continued compliance with the financial and other covenants. The Facility also contains a borrowing base requirement regarding the maximum availability of the Revolver. The company's Revolver must be the lesser of:

  • I.
    $1.1 billion less other applicable commitments, such as letters of credit and other secured debt, as defined within the credit agreement, or;

    II.
    The sum of 85% of the company's eligible accounts receivable and 65% of the company's eligible inventories, less other applicable commitments, such as letters of credit and other secured debt, as defined within the credit agreement.

        At December 31, 2011, the company had $1.1 billion of availability on the Revolver, $16.5 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding.

        The Facility's financial covenants are as follows:

  • I.
    Minimum Liquidity—Liquidity is defined as unrestricted cash and Revolver availability, each as defined in the credit agreement. The company must maintain minimum liquidity of $150.0 million plus any outstanding amount of the $700.0 million senior notes due 2012, which requirement was $850 million at December 31, 2011. At December 31, 2011, the company's liquidity was almost $1.6 billion.

    II.
    Interest Coverage—Interest coverage is defined as the ratio of the company's consolidated LTM adjusted EBITDA to the company's consolidated LTM gross interest expense. The company must maintain an interest coverage ratio of not less than 2.50 to 1.00. At December 31, 2011, the company's interest coverage ratio was 4.92 to 1.00.

    III.
    Net Debt Leverage—Net debt leverage is defined as the ratio of the company's consolidated net debt, as defined within the credit agreement, to consolidated LTM adjusted EBITDA. The company must maintain a net debt leverage ratio of less than 5.00 to 1.00. In addition, if the total debt to consolidated LTM adjusted EBITDA ratio exceeds 3.50 to 1.00 at any time, then the ability of the company to make restricted payments as defined in the credit agreement (which includes cash dividends to stockholders and share purchases, among other things), could be limited. At December 31, 2011, the company's net debt leverage ratio was 2.36 to 1.00.

        The company was in compliance with its financial covenants at December 31, 2011 and anticipates remaining in compliance during the next twelve months.

73/8% Senior Notes, due 2012

        The $700.0 million of 73/8% senior notes mature in November 2012, and pay interest semi-annually on May 1 and November 1 of each year and are equal in right of payment with all existing and future senior unsecured indebtedness and senior in right of payment to all subordinated indebtedness. In January 2012, the company repaid $279.7 million aggregate principal amount of its 73/8% senior notes due 2012, pursuant to the company's previously announced cash tender offer for up to $350.0 million of the $700.0 million aggregate principal amount of the senior notes. The company used the proceeds from the January 2012 $275.0 million Term Loan discussed above, along with available cash to fund the tender offer. As a result of the tender, the company recorded expenses in January 2012 of approximately $13.9 million related to the tender premium, unamortized financing fee write-offs, and tender expenses.

5.125% Convertible Senior Notes, due 2014

        In June 2009, the company issued $287.5 million of 5.125% convertible senior notes due June 2014. The net proceeds from these notes, along with the issuance of common stock was approximately $678.8 million and was used to prepay the term A loan on the senior secured credit facility as well as to repay a portion of the company's revolving credit facility then outstanding.

        The 5.125% convertible senior notes due 2014 are non-cancelable for five years and bear interest at 5.125% payable semi-annually in arrears on June 15 and December 15 of each year. Note holders can convert the notes into the company's common stock at an initial conversion rate of 56.9801 per $1,000 principal amount of notes (16,381,779 shares.) The conversion rate is fixed, except for standard anti-dilution provisions related to such events as the issuance of common stock as a dividend or distribution, the effect of a share split or share combination, issuance to all or substantially all holders of our common stock certain rights or warrants to subscribe for or purchase shares of our common stock, pay cash dividends or distributions to all or substantially all holders of our common stock other than regular quarterly cash dividends exceeding an established threshold amount per share, or if we make a payment in respect of a tender offer or exchange offer for our common stock. In addition, on or after June 20, 2012, if the last reported sales price of the company's common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date the company provides the notice of redemption to holders exceeds 130% of the applicable conversion price (currently $17.55 per share) in effect on each such trading day, the company may redeem for cash all or part of the notes at a price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest. The 5.125% convertible senior notes are equal in right of payment with all existing and future senior unsecured indebtedness and senior in right of payment to all subordinated indebtedness.

63/4% Senior Notes, due 2015

        The $500.0 million of 63/4% senior notes mature in 2015, and pay interest semiannually on April 1 and October 1 of each year. The 63/4% senior notes contain provisions that allow the company to redeem the notes any time on or after April 1, 2011 at a redemption price of 103.375%, on or after April 1, 2012 at a redemption price of 101.688%, and on or after April 1, 2013 at 100.000%. The 63/4% Notes are in equal right of payment with all existing and future senior unsecured indebtedness and senior in right of payment to all subordinated indebtedness.

73/4% Senior Notes, due 2016

        The $500.0 million of 73/4% senior notes mature in 2016, and pay interest semi-annually on April 15 and October 15 of each year. The company may redeem the 73/4% senior notes at any time after April 15, 2012 at a redemption price of 103.875%, on or after April 15, 2013 at a redemption price of 101.938%, and on or after April 15, 2014 at a redemption price of 100.000%. The 73/4% senior notes are equal in right of payment with all existing and future senior unsecured indebtedness and senior in right of payment to all subordinated indebtedness.

75/8% Senior Notes, due 2020

        In March 2010, the company issued $350.0 million of 75/8% senior notes due 2020. The net proceeds from the 75/8% senior notes were used to repay the then outstanding amounts under the company's senior secured revolving credit facility and for general corporate purposes.

        The 75/8% senior notes mature in 2020, and pay interest semi-annually on March 15 and September 15 of each year. Prior to March 15, 2013, the company may redeem up to 35% of the principal amount of the 75/8% senior notes with the net cash proceeds of one or more sales of its common stock at a redemption price of 107.625%. In addition, the company may redeem the 75/8% senior notes at any time after March 15, 2015 at a redemption price of 103.813%, on or after March 15, 2016 at a redemption price of 102.542%, on or after March 15, 2017 at a redemption price of 101.271%, and on or after March 15, 2018 at a redemption price of 100.000%. The 75/8% senior notes are equal in right of payment with all existing and future senior unsecured indebtedness and senior in right of payment to all subordinated indebtedness.

Other Secured Obligations

        State and Local Government Municipal Bond Issues.    In November 1998, the company received $10.0 million from Whitley County, Indiana, representing proceeds from solid waste and sewage disposal revenue bonds to be used to finance certain solid waste and sewage disposal facilities. Interest at 7.3% was payable semi-annually and principal payments were due through final maturity in 2018. The company repaid the outstanding principal balance of $7.1 million during 2011.

        Electric Utility Development Loans.    In April 2002, the company received $9.8 million from the Northeastern Rural Electric Membership Corporation (REMC) and Wabash Valley Power Association, Inc. to finance the company's portion of the cost to construct a transmission line and certain related facilities at the Structural and Rail Division. The loan bears interest at 8.1%, with monthly principal and interest payments required through maturity in 2022. The company established an unused $4.0 million stand-by letter of credit for the REMC agreement. The outstanding principal balance on the transmission facility loan was $6.9 million and $7.3 million as of December 31, 2011 and 2010, respectively.

        Mesabi Nugget Loan Participation.    Pursuant to the construction and financing of the Mesabi Nugget iron-nugget project, the company entered into financing arrangements with Mesabi Nugget. The amended agreements provided Mesabi Nugget with an $85.0 million revolving credit facility and $240 million in a term facility. Under these agreements, the company is the lender (with first lien security rights on substantially all of Mesabi Nugget's assets) and Mesabi Nugget is the borrower. Under one of the term agreements the company sold and assigned to Kobe a participation interest, for which Kobe provided $25.0 million in 2009 and an additional $10 million in 2010, which was also included in the company's consolidated other long term debt at December 31, 2010. Effective December 31, 2010, the company converted $130.0 million (81% of the total conversion amount) of term notes into equity of Mesabi Nugget, and Kobe converted $30.5 million (19% of the total conversion amount) of its $35.0 million loan participation into equity of Mesabi Nugget. The remaining portion of the outstanding loan balances between the company and Mesabi Nugget are eliminated through consolidation. The remaining $4.5 million (less current portion of $901,000) of Kobe loan participation is included in the company's consolidated other long term debt at December 31, 2011. The weighted average interest rate on this debt at December 31, 2011 was 2.8%.

        Minnesota Economic Development State Loans.    During 2009 and 2010, Mesabi Nugget received $26.5 million from various Minnesota state agencies for the construction and ultimate operation of the company's Mesabi Nugget project. Monthly principal and interest payments begin in August 2012. The 3.5% interest rate at December 31, 2011 is expected to remain through February 2017, and then change to 5.0% through maturity in 2027. Amounts due under these loans were $26.5 million at December 31, 2011 and 2010.

Outstanding Debt Maturities

        Maturities of outstanding debt as of December 31, 2011; considering the January 2012 issuance of a $275.0 million Term Loan and payment of $279.7 million of the $700.0 million of 73/8% senior notes due in November 2012, are as follows (in thousands):

2012

  $ 444,078  

2013

    16,770  

2014

    318,111  

2015

    544,421  

2016

    682,461  

Thereafter

    374,259  
       

 

  $ 2,380,100  
       

        The company capitalizes interest on all appropriate construction-in-progress assets. For the years ended December 31, 2011, 2010 and 2009, total interest costs incurred were $178.7 million, $177.2 million, and $162.3 million, respectively, of which $1.7 million, $7.0 million and $20.9 million, respectively, were capitalized. Cash paid for interest was $171.8 million, $162.4 million, and $156.2 million for the years ended December 31, 2011, 2010, and 2009, respectively.