Debt |
7. Debt
The Company’s debt instruments consist primarily of term
notes, revolving lines of credit and a Securitization Facility as
follows (in thousands):
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September 30,
2014 |
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December 31,
2013 |
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Term note payable—domestic(a)
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$ |
476,250 |
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$ |
496,875 |
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Revolving line of credit A Facility—domestic(a)
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355,000 |
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|
425,000 |
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Revolving line of credit A Facility—foreign(a)
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73,491 |
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|
202,839 |
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UK Swing Line of Credit (BOA)
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49,730 |
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— |
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Revolving line of credit B Facility—foreign(a)
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— |
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7,099 |
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Revolving line of credit—New Zealand(c)
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— |
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— |
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Other debt(d)
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6,694 |
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|
|
5,565 |
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Total notes payable and other obligations
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961,165 |
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1,137,378 |
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Securitization facility(b)
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|
393,600 |
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|
349,000 |
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Total notes payable, credit agreements and Securitization
Facility
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$ |
1,354,765 |
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|
$ |
1,486,378 |
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Current portion
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$ |
919,945 |
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$ |
1,011,439 |
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Long-term portion
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434,820 |
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|
|
474,939 |
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Total notes payable, credit agreements and Securitization
Facility
|
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$ |
1,354,765 |
|
|
$ |
1,486,378 |
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(a) |
The Company entered into a Credit
Agreement on June 22, 2011. On March 13, 2012, the
Company entered into the first amendment to the Credit Agreement.
This Amendment added two United Kingdom entities as designated
borrowers and added a $110 million foreign currency swing line of
credit sub facility under the existing revolver, which allows for
alternate currency borrowing. On November 6, 2012, the Company
entered into a second amendment to the Credit Agreement to add an
additional term loan of $250 million and increase the borrowing
limit on the revolving line of credit from $600 million to $850
million. In addition, we increased the accordion feature from $150
million to $250 million. As amended, the Credit Agreement provides
for a $550 million term loan facility and an $850 million revolving
credit facility. On March 20, 2013, the Company entered into a
third amendment to the Credit Agreement to extend the term of the
facility for an additional five years from the amendment date, with
a new maturity date of March 20, 2018, separated the revolver
into two tranches (a $815 million Revolving A facility and a $35
million Revolving B facility), added additional designated
borrowers with the ability to borrow in local currency and US
Dollars under the Revolving B facility and removed a cap to allow
for additional investments in certain business relationships. The
revolving line of credit contains a $20 million sublimit for
letters of credit, a $20 million sublimit for swing line loans
and sublimits for multicurrency borrowings in Euros, Sterling,
Japanese Yen, Australian Dollars and New Zealand Dollars. On
April 28, 2014, the Company entered into a fourth amendment to
the Credit Agreement to allow for a minority interest investment in
an unrestricted subsidiary. |
Interest ranges from the sum of the Base Rate plus 0.25% to 1.25%
or the Eurodollar Rate plus 1.25% to 2.25%. In addition, the
Company pays a quarterly commitment fee at a rate per annum ranging
from 0.20% to 0.40% of the daily unused portion of the Facility.
The term note is payable in quarterly installments and is due on
the last business day of each March, June, September, and
December with the final principal payment due in March 2018.
Borrowings on the revolving line of credit are payable at the
option of one, two, three or nine months after borrowing.
Borrowings on the foreign swing line of credit are due no later
than ten business days after such loan is made. This facility is
referred to as the Credit Facility. Principal payments of $20.6
million were made on the term loan during the nine months ended
September 30, 2014. This facility includes a revolving line of
credit and foreign currency swing line of credit on which the
Company borrowed funds during the periods presented.
(b) |
The Company is party to a
$500 million receivables purchase agreement (Securitization
Facility) that was amended for the tenth time on February 3,
2014 to extend the facility termination date to February 2,
2015, to change pricing and to return to prorata funding by the
participating banks. There is a program fee equal to one month
LIBOR and the Commercial Paper Rate of 0.17% plus 0.65% and 0.17%
plus 0.675% as of September 30, 2014 and December 31,
2013, respectively. The unused facility fee is payable at a rate of
0.25% per annum as of September 30, 2014 and
0.30% per annum as of December 31, 2013. The
Securitization Facility provides for certain termination events,
which includes nonpayment, upon the occurrence of which the
administrator may declare the facility termination date to have
occurred, may exercise certain enforcement rights with respect to
the receivables, and may appoint a successor servicer, among other
things. |
(c) |
In connection with the Company’s acquisition in New
Zealand, the Company entered into a $12 million New Zealand dollar
($10.7 million) facility that is used for local working capital
needs. This facility is a one year facility that currently matures
on April 30, 2015. A line of credit charge of 0.025% times the
facility limit is charged each month plus interest on outstanding
borrowings is charged at the Bank Bill Mid-Market (BKBM) settlement
rate plus a margin of 1.0%. The Company did not have an outstanding
unpaid balance on this facility at September 30, 2014.
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(d) |
Other debt includes other deferred
liabilities associated with certain of our businesses. |
The Company was in compliance with all financial and non-financial
covenants at September 30, 2014.
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