| Debt and Other Obligations |
Debt and Other Obligations | | | | | | | | | | | | | | | | | | Original Issue Date | | Contractual Maturity Date | | Outstanding Balance as of September 30, 2012 | | Outstanding Balance as of December 31, 2011 | | Stated Interest Rate as of September 30, 2012(a) | | Bank debt - variable rate: | | | | | | | | | | | Revolver | Jan. 2007 | | Sept. 2013 | | $ | — |
| | $ | 251,000 |
| | N/A |
| | 2012 Revolver | Jan. 2012 | | Jan. 2017 | | — |
| (b) | — |
| | N/A |
| (c) | 2007 Term Loans | Jan./March 2007 | | March 2014 | | — |
| | 619,125 |
| | N/A |
| | 2012 Term Loans | Jan. 2012 | | 2017/2019 | | 2,075,500 |
| | — |
| | 3.7 | % | (c) | Total bank debt | | | | | 2,075,500 |
| | 870,125 |
| | | | Securitized debt - fixed rate: | | | | | | | | | | | January 2010 Tower Revenue Notes | Jan. 2010 | | 2035 - 2040 | (d) | 1,900,000 |
| | 1,900,000 |
| | 5.7 | % | (d) | August 2010 Tower Revenue Notes | Aug. 2010 | | 2035 - 2040 | (d) | 1,550,000 |
| | 1,550,000 |
| | 4.5 | % | (d) | 2009 Securitized Notes | July 2009 | | 2019/2029 | (e) | 203,001 |
| | 216,431 |
| | 7.0 | % | | WCP Securitized Notes | Nov. 2010 | | Nov. 2040 | (f) | 328,764 |
| (f) | — |
| | 5.4 | % | (g) | Total securitized debt | | | | | 3,981,765 |
| | 3,666,431 |
| | | | High yield bonds - fixed rate: | | | | | | | | | | | 9% Senior Notes | Jan. 2009 | | Jan. 2015 | | 792,753 |
| | 817,799 |
| | 9.0 | % | (h) | 7.75% Secured Notes | Apr. 2009 | | May 2017 | | 946,648 |
| | 978,983 |
| | 7.8 | % | (i) | 7.125% Senior Notes | Nov. 2009 | | Nov. 2019 | | 498,056 |
| | 497,904 |
| | 7.1 | % | (j) | 7.5% Senior Notes | Dec. 2003 | | Dec. 2013 | | — |
| | 51 |
| | N/A |
| | Total high yield bonds | | | | | 2,237,457 |
| | 2,294,737 |
| | | | Other: | | | | | | | | | | | Capital leases and other obligations | Various | | Various | (k) | 88,442 |
| | 54,406 |
| | Various |
| (k) | Total debt and other obligations | | | | | 8,383,164 |
| | 6,885,699 |
| | | | Less: current maturities and short-term debt and other current obligations | | | | | 88,093 |
| | 32,517 |
| | | | Non-current portion of long-term debt and other long-term obligations | | | | | $ | 8,295,071 |
| | $ | 6,853,182 |
| | | |
________________ | | (a) | Represents the weighted-average stated interest rate. |
| | (b) | As of September 30, 2012, the undrawn availability under the $1.0 billion senior secured revolving credit facility ("2012 Revolver") is $1.0 billion. |
| | (c) | The 2012 Revolver and the Term Loan A bear interest at a per annum rate equal to LIBOR plus 2.0% to 2.75%, based on CCOC's total net leverage ratio. Term Loan B bears interest at a per annum rate equal to LIBOR plus 3.0% (with LIBOR subject to a floor of 1% per annum). The Company pays a commitment fee of 0.4% per annum on the undrawn available amount under the 2012 Revolver. |
| | (d) | If the respective series of the January 2010 Tower Revenue Notes and August 2010 Tower Revenue Notes are not paid in full on or prior to 2015, 2017 and 2020, as applicable, then Excess Cash Flow (as defined in the indenture) of the issuers (of such notes) will be used to repay principal of the applicable series and class of the 2010 Tower Revenue Notes, and additional interest (of approximately 5% per annum) will accrue on the respective 2010 Tower Revenue Notes. The January 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $300.0 million, $350.0 million and $1.3 billion, having anticipated repayment dates in 2015, 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of three series of notes with principal amounts of $250.0 million, $300.0 million and $1.0 billion, having anticipated repayment dates in 2015, 2017 and 2020, respectively. |
| | (e) | The 2009 Securitized Notes consist of $133.0 million of principal as of September 30, 2012 that amortizes through 2019, and $70.0 million of principal as of September 30, 2012 that amortizes during the period beginning in 2019 and ending in 2029. |
| | (f) | The WCP securitized notes ("WCP Securitized Notes") were assumed in connection with the WCP Acquisition. The WCP Securitized Notes include a fair value adjustment that increased the debt carrying value by $13.3 million as of September 30, 2012. The anticipated repayment date is 2015 for each class of the debt assumed in connection with the WCP Acquisition. |
| | (g) | The effective yield is approximately 4.0%, inclusive of the fair value adjustment. |
| | (h) | The effective yield is approximately 11.3%, inclusive of the discount. |
| | (i) | The effective yield is approximately 8.2%, inclusive of the discount. |
| | (j) | The effective yield is approximately 7.2%, inclusive of the discount. |
| | (k) | The Company's capital leases and other obligations bear interest rates up to 10% and mature in periods ranging from less than 1 year to approximately 20 years. |
See note 15 for a discussion of the issuance of debt in October 2012.
2012 Credit Facility In January 2012, the Company refinanced and repaid the Revolver and 2007 Term Loans with the proceeds of a $3.1 billion senior credit facility ("2012 Credit Facility") issued by CCOC. The 2012 Credit Facility consists of (1) a $1.0 billion 2012 Revolver which will mature in January 2017, (2) a $500.0 million Term Loan A which will mature in January 2017, and (3) a $1.6 billion Term Loan B which will mature in January 2019. The Term Loan B was fully drawn at closing and the Revolving Credit Facility and the Term Loan A were undrawn at closing. In March 2012, the Company drew the full amount under the Term Loan A. The proceeds of the 2012 Term Loans were used in part to repay the existing Revolver, repay the 2007 Term Loans and to fund the cash consideration of the WCP Acquisition and NextG Acquisition (see note 3). The 2012 Credit Facility is secured by a pledge of certain equity interests of certain subsidiaries of CCIC, as well as a security interest in CCOC and certain of its subsidiaries' deposit accounts ($50.3 million as of September 30, 2012) and securities accounts. The 2012 Credit Facility is guaranteed by CCIC and certain of its subsidiaries. WCP Securitized Notes In January 2012, the Company assumed $320.1 million face value of secured debt in connection with the WCP Acquisition. The anticipated repayment date is 2015 for each class of the WCP Securitized Notes. If the WCP Securitized Notes are not repaid in full by their anticipated repayment dates, the applicable interest rate increases by an additional approximately 5% per annum. If the WCP Securitized Notes are not repaid in full by their rapid amortization date of 2017, monthly principal payments commence using the excess cash flows of the issuers of the WCP Securitized Notes. The Company also acquired restricted cash of $29.5 million that if not spent on third party land interests by November 2012 will be required to be used to repay principal amounts outstanding on the WCP Securitized Notes. Interest and principal are paid monthly on the WCP Securitized Notes. The provisions of the WCP Securitized Notes are similar to those of the 2010 Tower Revenue Notes (see note 6 of the Company's 2011 10-K for a discussion of the Company's 2010 Tower Revenue Notes). Contractual Maturities The following are the scheduled contractual maturities of the total debt and other long-term obligations outstanding at September 30, 2012. These maturities reflect contractual maturity dates and do not consider the principal payments that will commence following the anticipated repayment dates on the Tower Revenue Notes and the rapid amortization date on the WCP Securitized Notes. See above for a further discussion on the WCP Securitized Notes. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended December 31, | | Years Ending December 31, | | | | | | Unamortized Adjustments, Net | | Total Debt and Other Obligations Outstanding | | 2012 | | 2013 | | 2014 | | 2015 | | 2016 | | Thereafter | | Total Cash Obligations | | | Scheduled contractual maturities | $ | 19,839 |
| | $ | 89,795 |
| | $ | 99,336 |
| | $ | 941,179 |
| | $ | 113,198 |
| | $ | 7,163,572 |
| | $ | 8,426,919 |
| | $ | (43,755 | ) | | $ | 8,383,164 |
|
Retirement of Long-Term Obligations The following is a summary of the retirement of long-term obligations during the nine months ended September 30, 2012. | | | | | | | | | | | | | | Nine Months Ended September 30, 2012 | | Principal Amount | | Cash Paid(a) | | Gains (Losses)(c) | Revolver | $ | 251,000 |
| | $ | 251,000 |
| | $ | (1,445 | ) | 2007 Term Loans | 619,125 |
| | 619,125 |
| | (1,893 | ) | 9% Senior Notes | 37,257 |
| | 41,334 |
| | (6,517 | ) | 7.75% Secured Notes(b) | 35,488 |
| | 39,027 |
| | (4,731 | ) | Total | $ | 942,870 |
| | $ | 950,486 |
| | $ | (14,586 | ) |
________________ | | (a) | Exclusive of accrued interest. |
| | (b) | These debt purchases were made by CCIC rather than by the subsidiaries that issued the debt, because of restrictions upon the subsidiaries that issued the debt; as a result, the debt remains outstanding at the Company's subsidiaries. |
| | (c) | Inclusive of an aggregate $7.0 million related to the write-off of deferred financing costs and discounts. |
Interest Expense and Amortization of Deferred Financing Costs The components of "interest expense and amortization of deferred financing costs" are as follows: | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2012 | | 2011 | | 2012 | | 2011 | Interest expense on debt obligations | $ | 119,460 |
| | $ | 101,380 |
| | $ | 353,702 |
| | $ | 303,067 |
| Amortization of deferred financing costs | 5,293 |
| | 3,790 |
| | 15,383 |
| | 11,266 |
| Amortization of adjustments on long-term debt | 4,447 |
| | 4,074 |
| | 11,171 |
| | 11,907 |
| Amortization of interest rate swaps | 16,300 |
| | 17,986 |
| | 48,957 |
| | 53,834 |
| Other, net of capitalized interest | (551 | ) | | (111 | ) | | (1,852 | ) | | 214 |
| Total | $ | 144,949 |
| | $ | 127,119 |
| | $ | 427,361 |
| | $ | 380,288 |
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