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, 2013.



($ in millions)	December 31, 2013		December 31, 2012
Euro note A, due 2013 (4.22%)	$	—	$	26.9
Term loan, due 2014 (8.40%)	0.1		0.2
Series B floating rate notes, due 2015 (1.14%)	25.0		25.0
Euro note B, due 2016 (4.38%)	84.1		80.8
Capital leases, due through 2016 (6.0%)	0.4		0.7
Revolving credit facility, due 2017 (1.68%)	53.7		71.5
Term loan, due 2018 (1.67%)	41.3		35.3
Note payable, due 2019	0.3		—
Series A notes, due 2022 (3.67%)	42.0		42.0
Series B notes, due 2024 (3.82%)	53.0		53.0
Series C notes, due 2027 (4.02%)	73.0		73.0
Convertible debt, due 2047 (4.0%)	0.6		3.1
Total debt	373.5		411.5
Less: current portion of long-term debt	2.2		32.7
Long-term debt	$	371.3	$	378.8

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, 2013, we had $53.7 million in outstanding long-term borrowings under this facility, of which $4.8 million was denominated in Yen, $28.9 million in Euros and the remainder in U.S. dollars. These borrowings, together with outstanding letters of credit of $3.5 million, resulted in a borrowing capacity available under this facility of $242.8 million at December 31, 2013. Of the total amount outstanding as of December 31, 2012, $5.7 million was classified as short-term and $65.8 million was classified as long-term.

In addition, in February 2013, upon settlement of our new corporate office and research building, we borrowed $42.8 million under a separate revolving credit facility, which was immediately converted to a five-year term loan due January 2018. A portion of the loan was used to pay the $35.3 million in outstanding obligations at December 31, 2012 related to the construction and acquisition of the new building. Borrowings under the loan bear interest at a variable rate equal to LIBOR plus a margin of 1.50 percentage points. At December 31, 2013, $41.3 million was outstanding under this loan, of which $2.0 million was classified as current. Please refer to Note 11, Derivative Financial Instruments, for a discussion of the interest-rate swap agreement associated with this loan.

Series B Notes

As of December 31, 2013, there is one tranche remaining from our 2005 private placement, for $25.0 million that matures on July 28, 2015. The Series B Notes bear interest at LIBOR plus 0.9 percentage points. Please refer to Note 11, Derivative Financial Instruments, for a discussion of the interest-rate swap agreement associated with the Series B Notes.

Euro-denominated Notes

During the first quarter of 2013, we used a portion of our multi-currency revolving credit facility to repay our Euro note A that matured on February 27, 2013. The remaining Euro note B of €61.1 million ($84.1 million at December 31, 2013) has a term of 10 years due February 27, 2016 at a fixed annual interest rate of 4.38%. This Euro-denominated note, in conjunction with the Euro-denominated revolver borrowings mentioned above, 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 36.3777 shares per $1,000 of principal amount, which equals a conversion price of approximately $27.49 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 2012, we repurchased $158.4 million in aggregate principal amount of our Convertible Debentures, representing 98.06% of the aggregate outstanding principal amount. During 2013, we repurchased an additional $2.5 million in aggregate principal amount of our Convertible Debentures. Following these repurchases, approximately $0.6 million principal amount of Convertible Debentures remains outstanding. As a result of the repurchases, we recognized a pre-tax loss on debt extinguishment of $0.2 million and $11.6 million during 2013 and 2012, respectively.

Private Placement

In 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 11, 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. At December 31, 2013, 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 2014.

Interest costs incurred during 2013, 2012 and 2011 were $18.6 million, $18.6 million and $19.3 million, respectively. The aggregate annual maturities of long-term debt were as follows: 2015 - $27.2 million, 2016 - $86.8 million, 2017 - $56.1 million, 2018 - $32.5 million, 2019 - $0.1 million and thereafter - $168.6 million.