Debt

The following table summarizes our long-term debt obligations, net of current maturities, at December 31. The interest rates shown in parentheses are as of December 31, 2012.



($ in millions)	December 31, 2012		December 31, 2011
Series A floating rate notes, due 2012	$	—	$	50.0
Revolving credit facility, due 2014	—		6.4
Euro note A, due 2013 (4.22%)	26.9		26.3
Term loan, due 2014 (8.40%)	0.2		0.2
Series B floating rate notes, due 2015 (1.21%)	25.0		25.0
Euro note B, due 2016 (4.38%)	80.8		79.0
Capital leases, due through 2016 (6.0%)	0.7		1.0
Revolving credit facility, due 2017 (1.71%)	71.5		—
Term loan, due 2018 (5.41%)	35.3		—
Series A notes, due 2022 (3.67%)	42.0		—
Series B notes, due 2024 (3.82%)	53.0		—
Series C notes, due 2027 (4.02%)	73.0		—
Convertible debt, due 2047 (4.0%)	3.1		161.5
Total debt	411.5		349.4
Less: current portion of long-term debt	32.7		50.1
Long-term debt	$	378.8	$	299.3

Revolving Credit Facility

In April 2012, we entered into a New Credit Agreement that replaced our prior revolving credit facility. The New Credit Agreement, which expires in April 2017, contains a $300.0 million committed credit facility and an accordion feature allowing the maximum to be increased through a term loan to $350.0 million upon approval by the banks. Up to $30.0 million of the credit facility is available for swing-line loans and up to $30.0 million is available for the issuance of letters of credit. Borrowings under the revolving credit facility bear interest at a rate equal to LIBOR plus a margin ranging from 1.25 to 2.25 percentage points, which is based on the ratio of our senior debt to modified earnings before interest, taxes, depreciation and amortization (“EBITDA”). Consistent with our previous revolving credit facility, the New Credit Agreement contains representations and covenants that require compliance with, among other restrictions, a maximum leverage ratio and a minimum interest coverage ratio. The New Credit Agreement also contains usual and customary default provisions, limitations on liens securing indebtedness, asset sales, distributions and acquisitions. In connection with this agreement, we incurred lender and other third party costs of $1.6 million which were recorded in other noncurrent assets and are being amortized as additional interest expense over the term of the facility. In accordance with U.S. GAAP, the remaining $0.8 million of unamortized debt issuance costs associated with the prior credit facility will continue to be amortized over the term of the new facility.

At December 31, 2012, we had $71.5 million in outstanding borrowings under this facility, of which $5.8 million was denominated in Japanese Yen ("Yen") and the remainder in U.S. dollars. Refer to Note 12, Derivative Financial Instruments, for additional details regarding the Yen-denominated note. Of the total amount outstanding, $5.7 million was classified as short-term based upon our intent to repay this portion within the next twelve months and $65.8 million was classified as long-term based upon our intent and ability to continue the loans beyond one year. These borrowings together with outstanding letters of credit of $3.6 million result in an unused commitment level of $224.9 million under the facility at December 31, 2012.

In addition, we have a $50.0 million revolving credit facility. In February 2013, we borrowed $42.8 million under this facility, primarily to finance the construction and acquisition of our new corporate office and research building. Construction was completed and settlement occurred in February 2013, at which point the revolving loan balance was converted to a five-year term loan. Borrowings under the loan bear interest at a variable rate equal to one-month LIBOR plus a margin of 1.50 percentage points. The credit agreement requires us to maintain a total leverage ratio no greater than 3.50 to 1.00 and an interest coverage ratio greater than or equal to 2.50 to 1.00. In connection with this credit facility, we incurred debt issuance costs of $0.3 million which were recorded in other noncurrent assets and are being amortized as additional interest expense over the term of the facility. As of December 31, 2012, there was $35.3 million in obligations related to the construction and acquisition of our new corporate office and research building. In accordance with U.S. GAAP, we reclassified these obligations from current liabilities to long-term debt as of December 31, 2012, as it was our intention at that time to refinance the short-term obligations on a long-term basis and we consummated the refinancing prior to the issuance of our Form 10-K.

Series A and B Notes

In 2005, we concluded a private placement of $75.0 million in senior floating rate notes. The total amount of the private placement was divided into two tranches with $50.0 million that matured on July 28, 2012 (“Series A Notes”) and $25.0 million maturing on July 28, 2015 (“Series B Notes”). The Series B Notes bear interest at LIBOR plus 0.9 percentage points. Please refer to Note 12, Derivative Financial Instruments, for a discussion of the interest-rate swap agreement associated with the Series B Notes.

Euro-denominated Notes

In 2006, we issued Euro-denominated notes totaling €81.5 million. Euro note A of €20.4 million (or $26.9 million at December 31, 2012), which was reclassified to current debt in 2012, has a term of 7 years due February 27, 2013 with a fixed annual interest rate of 4.215%. Euro note B of €61.1 million ($80.8 million at December 31, 2012) has a term of 10 years due February 27, 2016 at a fixed annual interest rate of 4.38%. These Euro-denominated notes are accounted for as a hedge of our net investment in our European subsidiaries.

Convertible Debt

In 2007, the Company issued $161.5 million of 4.00% Convertible Junior Subordinated Debentures due March 15, 2047 (the "Convertible Debentures"). The Convertible Debentures are convertible into shares of our common stock at a conversion rate, subject to adjustment, of 18.1227 shares per $1,000 of principal amount, which equals a conversion price of approximately $55.18 per share. The holders may convert their debentures at any time prior to maturity. Subsequent to March 20, 2012, if our common stock closing price exceeds 150% of the then prevailing conversion price for at least 20 trading days during any 30 consecutive trading day period, we have the option to cause the debentures to be automatically converted into West shares at the prevailing conversion rate.

In June 2012, we repurchased $158.4 million in aggregate principal amount of our Convertible Debentures, representing 98.06% of the aggregate outstanding principal amount. The purchase price per $1,000 principal amount of the Convertible Debentures was $1,038.91. Following the repurchase, approximately $3.1 million principal amount of Convertible Debentures remained outstanding. During the second quarter of 2012, we recognized a pre-tax loss on debt extinguishment of $11.6 million related to this repurchase, which consisted of a $6.2 million premium over par value, $4.4 million write-off of unamortized debt issuance costs and $1.0 million in transaction costs. As of December 31, 2012, none of the remaining debentures have been converted.

Private Placement

In July 2012, we concluded a private placement issuance of $168.0 million in senior unsecured notes. The total amount of the private placement issuance was divided into three tranches - $42.0 million 3.67% Series A Notes due July 5, 2022, $53.0 million 3.82% Series B Notes due July 5, 2024, and $73.0 million 4.02% Series C Notes due July 5, 2027 (the “Notes”). The Notes rank pari passu with our other senior unsecured debt. The proceeds from the issuance reduced indebtedness under our revolving credit facility that was incurred to finance our repurchase of our Convertible Debentures discussed above. The weighted average of the coupon interest rates on the Notes is 3.87%. Related interest-rate hedging and transaction costs incurred increase the annual effective rate of interest on the Notes to an estimated 4.16%. Refer to Note 12, Derivative Financial Instruments, for additional discussion of the related interest rate hedge. In connection with this issuance, we incurred lender and other third party costs of $1.2 million which were recorded in other noncurrent assets and are being amortized as additional interest expense over the term of the Notes.

Covenants

Pursuant to the financial covenants in our debt agreements, we are required to maintain established interest coverage ratios and to not exceed established leverage ratios. In addition, the agreements contain other customary covenants, none of which we consider restrictive to our operations. As of December 31, 2012, we were in compliance with all of our debt covenants and we expect to continue to be in compliance with the terms of these agreements throughout 2013.

Interest costs incurred during 2012, 2011 and 2010 were $18.6 million, $19.3 million and $17.7 million, respectively. The aggregate annual maturities of long-term debt were as follows: 2014 - $0.1 million, 2015 - $25.0 million, 2016 - $81.5 million, 2017 - $65.8 million, 2018 - $35.3 million and thereafter - $171.1 million.