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Debt
3 Months Ended
Mar. 31, 2016
Debt [Abstract]  
Debt
F. Debt

Debt consists of the following:

 
March 31, 2016
 
December 31, 2015
 
March 31, 2015
 
 
Carrying
 
Fair Value
 
Carrying
 
Fair Value
 
Carrying
 
Fair Value
 
 
Value
 
Level 2
 
Value
 
Level 2
 
Value
 
Level 2
 
(In thousands)
            
AC 4% PIK Note
 
$
250,000
  
$
249,183
  
$
250,000
  
$
250,000
  
$
-
  
$
-
 
Loan from GGCP
  
20,000
   
20,161
   
35,000
   
35,000
   
-
   
-
 
5.875% Senior notes
  
24,103
   
23,741
   
24,097
   
24,437
   
99,398
   
109,541
 
0% Subordinated debentures
  
-
   
-
   
-
   
-
   
9,936
   
10,440
 
Total
 
$
294,103
  
$
293,085
  
$
309,097
  
$
309,437
  
$
109,334
  
$
119,981
 

AC 4% PIK Note

In connection with the spin-off of AC on November 30, 2015, the Company issued a $250 million promissory note (the “AC 4% PIK Note”) payable to AC.  The AC 4% PIK Note bears interest at 4.0% per annum.  The original principal amount has a maturity date of November 30, 2020.  Interest on the AC 4% PIK Note will accrue from the date of the last interest payment, or if no interest has been paid, from the effective date of the AC 4% PIK Note.  At the election of the Company, payment of interest on the AC 4% PIK Note may be paid in kind (in whole or in part) on the then-outstanding principal amount (a “PIK Amount”) in lieu of cash. The Company will repay the original principal amount of the AC 4% PIK Note to AC in five equal annual installments of $50 million on each interest payment date up to and including the maturity date.  All PIK Amounts added to the outstanding principal amount of the AC 4% PIK Note will mature on the fifth anniversary from the date the PIK Amount was added to the outstanding principal of the AC 4% PIK Note.  In no event may any interest be paid in kind subsequent to November 30, 2019.  The Company may prepay the AC 4% PIK Note (in whole or in part) prior to maturity without penalty.
5.875% Senior notes

On May 31, 2011, the Company issued 10-year, $100 million senior notes ("Senior Notes").  The Senior Notes mature on June 1, 2021 and bear interest at 5.875% per annum, payable semi-annually on June 1 and December 1 of each year and commenced on December 1, 2011.  Upon the occurrence of a change of control triggering event, as defined in the indenture, the Company would be required to offer to repurchase the Senior Notes at 101% of their principal amount.

On November 18, 2015, the Company commenced a tender offer (the “Offer”) to purchase for cash up to $100 million aggregate principal amount of the Senior Notes at a price of 101% of the principal amount.  $75.8 million of face value Senior Notes were tendered upon the expiration of the Offer.  At March 31, 2016, December 31, 2015 and March 31, 2015, the debt was recorded at its face value, net of issuance costs, of $24.1 million, $24.1 million and $99.4 million, respectively.

Loan from GGCP

In connection with the Offer, the Company borrowed $35.0 million from GGCP. The loan has a term of one year and bears interest at 90-day LIBOR plus 3.25%, reset and payable quarterly. Under the terms of the loan agreement, the Company is required to fully pay the loan prior to any accelerated payment of the AC 4% PIK Note. On March 18, 2016, the Company paid back $15.0 million of the loan. At March 31, 2016 and December 31, 2015, the debt was recorded at its face value of $20.0 million and $35.0 million, respectively.

Zero coupon Subordinated debentures due December 31, 2015

On December 31, 2010, the Company issued $86.4 million in par value of five year zero coupon subordinated debentures due December 31, 2015 ("Debentures") to its shareholders of record on December 15, 2010 through the declaration of a special dividend of $3.20 per share. The Debentures have a par value of $100 and are callable at the option of the Company, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Debentures to be redeemed. During the three month period ended March 31, 2015 the Company repurchased 25,957 Debentures having a face value of $2.6 million. The redemptions were accounted for as extinguishments of debt and resulted in losses of $156,000 which was included in net gain from investments on the condensed consolidated statements of income. The debt was being accreted to its face value using the effective rate on the date of issuance of 7.45%.  At March 31, 2015, the debt was recorded at its accreted value of  $9.9 million. The debt matured on December 31, 2015 and was fully paid at that time.

The fair value of the Company's debt, which is a Level 2 valuation, is estimated based on either quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities or using market standard models.  Inputs in these standard models include credit rating, maturity and interest rate.

On May 4, 2015, the Securities and Exchange Commission (“SEC”) declared effective the “shelf” registration statement filed by the Company. The "shelf" provides the Company with the flexibility of issuing any combination of senior and subordinated debt securities, convertible securities and common and preferred securities up to a total amount of $500 million and replaced the existing shelf registration which expired in May 2015. As of March 31, 2016, $500 million is available on the shelf.