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Loans and Notes Payable
12 Months Ended
Dec. 31, 2011
Loans and Notes Payable [Abstract]  
Loans and Notes Payable

Note 7 — Loans and Notes Payable

On August 13, 2010, the Company entered into an amended and extended ABL revolving credit facility (the “New ABL Facility”), for an aggregate principal amount of up to $350,000, as amended in September 2011, for working capital, general corporate purposes and the issuance of letters of credit. The New ABL Facility was used to refinance the Company’s prior ABL revolving credit facility and its Party City Franchise Group (“PCFG”) revolving credit facility and term loan agreement. At closing, PCFG, a previously unrestricted subsidiary of the Company, became a borrower under the New ABL Facility and a restricted subsidiary under the terms of the $675,000 Term Loan Agreement (the “New Term Loan Credit Agreement”), the 8.75% $175,000 senior subordinated notes and the New ABL Facility.

Below is a discussion of the New ABL Facility, the PCFG Credit Facility and other credit agreements. See Note 8 for a discussion of the Company’s long-term obligations.

 

New ABL Facility

The New ABL Facility, as amended, provides for (a) revolving loans during the five-year period ending August 13, 2015 (or, if still outstanding, the date that is 120 days prior to the scheduled maturity of the senior subordinated notes or any indebtedness that refinances the senior subordinated notes) in an aggregate principal amount at any time outstanding not to exceed $350,000, subject to a borrowing base described below, (b) swing-line loans in an aggregate principal amount at any time outstanding not to exceed 10% of the aggregate commitments under the facility and (c) letters of credit, in an aggregate face amount at any time outstanding not to exceed $50,000, to support payment obligations incurred in the ordinary course of business by the Company and its subsidiaries.

Under the New ABL Facility, the borrowing base at any time equals (a) 85% of eligible trade receivables plus (b) 85% of eligible inventory at its net orderly liquidation value and (c) 90% of eligible credit card receivables, less (d) certain reserves.

The New ABL Facility provides for two pricing options: (i) an alternate base interest rate (“ABR”) equal to the greater of (a) the prime rate, (b) the federal funds rate plus 1/2 of 1% or (c) the LIBOR rate plus 1%, in each case, on the date of such borrowing or (ii) a LIBOR based interest rate determined by reference to the LIBOR cost of funds for U.S. dollar deposits for the relevant interest period adjusted for certain additional costs and, in each case, plus an applicable margin. The applicable margin ranges from 1.25% to 1.75% with respect to ABR borrowings and from 2.25% to 2.75% with respect to LIBOR borrowings.

In addition to paying interest on outstanding principal under the New ABL Facility, the Company is required to pay a commitment fee of between 0.375% and 0.50% per annum in respect of the unutilized commitments thereunder. The Company must also pay customary letter of credit fees and agency fees.

In connection with the New ABL Facility, the Company incurred $3,862 in finance costs that have been capitalized and will be amortized over the life of the loan.

The obligations under the New ABL Facility are jointly and severally guaranteed by PCHI and each domestic subsidiary of the Company. Each guarantor has secured its obligations, subject to certain exceptions and limitations, including obligations under its guaranty, as applicable, by a first-priority lien on its accounts receivable, inventories, cash and the proceeds and assets related thereto and a second-priority lien on substantially all of its other assets, including a pledge of all of the capital stock held by the Company and each guarantor (which, in the case of capital stock of any foreign subsidiary, is limited to 65% of the voting stock of such foreign subsidiary and 100% of the non-voting stock of such foreign subsidiary).

The New ABL Facility also provides that the Company has the right from time to time to request an amount of additional commitments, subject to limitation by the borrowing base under the New ABL Facility, up to $125,000, of which $100,000 remains available. The lenders under the New ABL Facility are not under any obligation to provide any such additional commitments, and any increase in commitments is subject to several conditions precedent and limitations. If the Company were to request any additional commitments, and the existing lenders or new lenders were to agree to provide such commitments, the facility size could be increased to up to $450,000, but the Company’s ability to borrow under this facility would still be limited by the amount of the borrowing base under this facility and limitations on incurring additional indebtedness under the New Term Loan Credit Agreement and the indenture governing the Company’s senior subordinated notes.

The New ABL Facility contains negative covenants that are substantially similar to the New Term Loan Credit Agreement (see Note 8). The New ABL Facility also requires the Company to comply with a fixed charge coverage ratio if its excess availability under the New ABL Facility is (a) less than 15% of the lower of the aggregate commitments and the then borrowing base under the New ABL Facility or (b) $25,000.

 

The New ABL Facility also contains certain customary affirmative covenants and events of default, including a change of control provision and a cross-default provision in case of a default according to the terms of any indebtedness with an aggregate principal amount of $20,000 or more.

Borrowings under the New ABL Facility totaled $131,089 at December 31, 2011. The interest rate on $100,000 of the outstanding balance was 3.03% and the interest rate on the remaining balance was 5.00%. Borrowings under the New ABL Facility totaled $150,098 at December 31, 2010. The interest rate on $70,000 of the outstanding balance was 2.77% and the interest rate on the remaining balance was 4.75%. Outstanding standby letters of credit totaled $14,817 and the Company had $204,094 of available borrowing capacity under the terms of the New ABL Facility at December 31, 2011.

Other Credit Agreements

In connection with the acquisitions of the Christy’s Group, Riethmüller and Party Packagers, the Company, through its subsidiaries, entered into several foreign asset-based and overdraft credit facilities that provide the Company with GBP19,000, CDN4,000, EUR1,800 and MYR5,000 of borrowing capacity. At December 31, 2011, borrowings under the foreign facilities totaled $8,193. Borrowings under the foreign facilities generally bear interest at prime plus margins ranging from 1% to 1.75%. The facilities contain customary affirmative and negative covenants. In connection with one of the facilities, the Company maintains a compensating cash balance of $4,172 to secure outstanding standby letters of credit. The compensating cash balance is included in prepaid expenses and other current assets.