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Long-Term Debt
12 Months Ended
Dec. 31, 2014
Long-Term Debt  
Long-Term Debt

 

Note 3. Long-Term Debt

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

                                                                                                                                                                                    

 

 

2014

 

2013

 

Senior term loan

 

$

250,000 

 

$

247,500 

 

5.125% convertible senior notes due 2014

 

 

 

 

287,493 

 

61/8% senior notes due 2019

 

 

400,000 

 

 

400,000 

 

75/8% senior notes due 2020

 

 

350,000 

 

 

350,000 

 

5.125% senior notes due 2021

 

 

700,000 

 

 

 

63/8% senior notes due 2022

 

 

350,000 

 

 

350,000 

 

51/4% senior notes due 2023

 

 

400,000 

 

 

400,000 

 

5.500% senior notes due 2024

 

 

500,000 

 

 

 

Other obligations

 

 

74,166 

 

 

72,596 

 

​  

​  

​  

​  

Total debt

 

 

3,024,166 

 

 

2,107,589 

 

Less current maturities

 

 

46,460 

 

 

341,544 

 

​  

​  

​  

​  

Long-term debt

 

$

2,977,706 

 

$

1,766,045 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Financing Activity

        On February 13, 2015, the company announced that it is calling all $350.0 million of its 75/8% senior notes due 2020, at a redemption price (expressed as a percentage of principal amount) of 103.813% on March 16, 2015. The redemption is expected to be funded with available cash, and if necessary, borrowings under the Revolver facility discussed below. As a result of this redemption, the company will record an estimated $16.7 million of expenses related to the call premium and write off of unamortized debt issuance costs in the first quarter of 2015.

        In November 2014, the company amended, restated and expanded its senior secured credit facility (Facility), increasing the revolving credit facility (Revolver) from the prior $1.1 billion level to a renewed five year $1.2 billion level, and also entering into a new five year $250.0 million term loan facility (Term Loan), both of which mature on November 14, 2019. Subject to certain conditions, the Company also has the ability to increase the Facility size by a minimum of $750 million. The proceeds from the new Term Loan were used to refinance the Company's then existing $226.9 million term loan facility and for general corporate purposes.

        In September 2014, the company issued $700.0 million of 5.125% Senior Notes due 2021 (2021 Senior Notes) and $500.0 million of 5.500% Senior Notes due 2024 (2024 Senior Notes), combined the Senior Notes. The proceeds from the issuance of the Senior Notes, along with cash on hand and borrowings under the company's then existing senior secured credit facility, were used to fund the September 16, 2014, acquisition of Columbus.

        In June 2014, holders of $271.8 million principal amount of the company's 5.125% Convertible Senior Notes due June 15, 2014 (the "Notes"), exercised their option to convert the Notes into shares of common stock by the close of business on June 12, 2014, the conversion election deadline. The conversion rate provided under the terms of the Notes was 58.4731 shares of common stock per $1,000 principal amount of Notes, equivalent to a conversion price of approximately $17.10 per share of common stock, resulting in the company issuing a total of 15,893,457 shares of common stock from treasury shares upon conversion of the Notes. The remaining $15.7 million of the outstanding Notes was paid in cash on June 16, 2014.

        In March 2013, the company issued $400.0 million of 51/4% senior notes due 2023 (2023 Senior Notes), the proceeds of which, along with available cash, was used to fund the March 2013 purchase of $301.7 million (plus accrued interest) of the company's 63/4% senior notes due 2015 (2015 Senior Notes) pursuant to a tender offer; and the April 2013 repayment of the remaining outstanding 2015 Senior Notes due in the principal amount of $198.3 million (plus accrued interest). As a result of the tender offer and repurchase of the 2015 Senior Notes, the company recorded expenses related to tender premiums, unamortized debt issuance costs write-off, and tender expenses of $2.6 million, which are reflected in other expenses in the consolidated statement of income for the year ended December 31, 2013.

        In 2012, the company tendered, redeemed or extinguished all $700.0 million of its 2012 senior notes and $500.0 million of its 2016 senior notes, and issued new debt in the form of a $275.0 million term loan, $400.0 million 61/8% senior notes due 2019, and $350.0 million 63/8% senior notes due 2022. The refinancing activity during 2012 resulted in the company recording expenses of $40.3 million related to tender and call premiums, write off of unamortized debt issuance costs, loss on early extinguishment of debt, and tender expenses, which are reflected in other expenses in the consolidated statement of income for the year ended December 31, 2012.

Senior Secured Credit Facility, due 2019

        The company's senior secured credit Facility, which provides a $1.2 billion Revolver, matures November 2019. Subject to certain conditions, the company has the opportunity to increase the Revolver size by at least $750.0 million. 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. The Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The company also issued a $250.0 million Term Loan under the Facility which matures on November 14, 2019. Quarterly principal payments under the Term Loan are required to be made in the amount of 1.25% of the original principal amount, with the unpaid principal balance of approximately $190.6 million due on the maturity date. Interest on the Term Loan is based on the Facility's pricing grid (1.78% at December 31, 2014) and is payable quarterly.

        The Facility pricing grid is adjusted quarterly, and is based on the company's leverage of net debt (as defined in the Facility) to last-twelve-month's (LTM) pro-forma EBITDA (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions). 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 0.225% and 0.375% (based on leverage of net debt to LTM pro-forma EBITDA) which is applied to the unused portion of the Revolver each quarter.

        The Facility contains financial covenants and other covenants pertaining to the company's ability (which may under certain circumstances be limited) 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. The company's ability to borrow funds within the terms of the Revolver is dependent upon its continued compliance with the financial and other covenants. At December 31, 2014, the company had $1.2 billion of availability on the Revolver, $14.5 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding.

        The financial covenants under the company's Facility state that it must maintain an interest coverage ratio of not less than 2.50:1.00. The company's interest coverage ratio is calculated by dividing its LTM pro-forma EBITDA by its LTM pro-forma gross interest expense less amortization of financing fees. In addition, a net debt (as defined in the Facility) to LTM pro-forma EBITDA (net debt leverage ratio) of not more than 5.00:1.00 must be maintained. If the net debt leverage ratio exceeds 3.50:1:00 at any time, the company's ability to make certain payments as defined in the Facility (which includes cash dividends to stockholders and share purchases, among other things), is limited. At December 31, 2014, the company's interest coverage ratio and net debt leverage ratio were 6.05:1.00 and 2.47:1.00, respectively. The company was therefore in compliance with these covenants at December 31, 2014, and anticipates remaining in compliance during the next twelve months.

Senior Unsecured Notes

        We have six different tranches of senior unsecured notes (Notes) outstanding. These Notes are in equal right of payment with all existing and future senior unsecured indebtedness and are senior in right of payment to all subordinated indebtedness. These Notes contain provisions that allow the company to redeem the senior notes on or after the dates and at redemption prices (expressed as a percentage of principal amount) listed below. Additionally, these Notes generally allow the company to redeem some or all of the Notes by paying a "make-whole" premium any time prior to the dates listed below. The company may redeem up to 35% of each of the Notes at a redemption price and by the dates listed below using the proceeds from the sales of the company's common stock. See the key terms of each of the Notes outstanding below.

                                                                                                                                                                                    

Issue

 

2019 Notes

 

2020 Notes

 

2021 Notes

 

2022 Notes

 

2023 Notes

 

2024 Notes

Outstanding Balance

 

$400.0 million

 

$350.0 million

 

$700.0 million

 

$350.0 million

 

$400.0 million

 

$500.0 million

Stated Interest Rate

 

61/8%

 

75/8%

 

5.125%

 

63/8%

 

51/4%

 

5.500%

Semi-Annual Interest Payment Dates

 

February 15 and August 15

 

March 15 and September 15

 

April 1 and October 1

 

February 15 and August 15

 

April 15 and October 15

 

April 1 and October 1

Equity Redemption Option Price & Date

 

106.125%

 

Expired

 

105.125%

 

106.375%

 

105.250%

 

105.500%

 

 

(8/15/15)

 

 

 

(10/1/17)

 

(8/15/15)

 

(4/15/16)

 

(10/1/17)

"Make-whole" Option Date

 

8/15/16

 

Not Applicable

 

10/1/17

 

8/15/17

 

4/15/18

 

10/1/19

First Call Price & Date

 

103.063%

 

103.813%

 

102.563%

 

103.188%

 

102.625%

 

102.750%

 

 

(8/15/16)

 

(3/15/15)

 

(10/1/17)

 

(8/15/17)

 

(4/15/18)

 

(10/1/19)

Second Call Price & Date

 

101.531%

 

102.542%

 

101.281%

 

102.125%

 

101.750%

 

101.833%

 

 

(8/15/17)

 

(3/15/16)

 

(10/1/18)

 

(8/15/18)

 

(4/15/19)

 

(10/1/20)

Third Call Price & Date

 

100.000%

 

101.271%

 

100.000%

 

101.063%

 

100.875%

 

100.917%

 

 

(8/15/18)

 

(3/15/17)

 

(10/1/19)

 

(8/15/19)

 

(4/15/20)

 

(10/1/21)

Fourth Call Price & Date

 

 

100.000%

 

 

100.000%

 

100.000%

 

100.000%

 

 

 

 

(3/15/18)

 

 

 

(8/15/20)

 

(4/15/21)

 

(10/1/22)

Maturity Date

 

August 15, 2019

 

March 15, 2020

 

October 1, 2021

 

August 15, 2022

 

April 15, 2023

 

October 1, 2024

Other Secured Obligations

        Minnesota Economic Development State Loans.    Mesabi Nugget has loans from various Minnesota state agencies related to the construction and ultimate operation of the company's Mesabi Nugget project. These loans require monthly principal and interest payments, at a 3.5% interest rate until February 2017, and then changing to 5.0% through maturity in 2027. Amounts due under these loans were $25.7 million and $27.2 million at December 31, 2014, and 2013, respectively.

        Other.    The company has an unsecured electricity transmission facility loan which bears interest at 8.1%, with monthly principal and interest payments required through maturity in 2022. The company has an unused $3.0 million stand-by letter of credit in conjunction with this loan. The outstanding principal balance was $5.4 million and $6.0 million as of December 31, 2014, and 2013, respectively. One of the company's controlled subsidiaries entered into a secured credit agreement in 2012 which provides a revolving variable rate (3.375% at December 31, 2014) credit facility of up to $40.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest is payable monthly. The outstanding principal balance was $27.8 million and $20.1 million as of December 31, 2014, and 2013, respectively. In 2013, one of the company's controlled subsidiaries entered into financing agreements for certain equipment which bear interest at 6.0%, with monthly principal and interest payments required through maturities in 2027 and 2028. The outstanding principal balance of these agreements was $10.7 and $11.2 million at December 31, 2014, and 2013, respectively.

Outstanding Debt Maturities

        Maturities of outstanding debt as of December 31, 2014, are as follows (in thousands):

                                                                                                                                                                                    

2015

 

$

46,460 

 

2016

 

 

16,364 

 

2017

 

 

15,675 

 

2018

 

 

15,601 

 

2019

 

 

603,291 

 

Thereafter

 

 

2,326,775 

 

​  

​  

 

 

$

3,024,166 

 

​  

​  

​  

​  

​  

        The company capitalizes interest on all qualifying construction-in-progress assets. For the years ended December 31, 2014, 2013, and 2012, total interest costs incurred were $139.7 million, $132.3 million, and $160.0 million, respectively, of which $2.5 million, $4.6 million and $1.4 million, respectively, were capitalized. Cash paid for interest was $114.3 million, $129.5 million, and $154.1 million for the years ended December 31, 2014, 2013, and 2012, respectively.