XML 102 R20.htm IDEA: XBRL DOCUMENT v2.4.0.6
Debt
6 Months Ended
Jun. 28, 2012
Debt Disclosure [Abstract]  
Debt

14. Debt

 

Total debt shown on the balance sheet is comprised of the following:

  June 28, December 31,
  2012 2011
Senior secured term loan (short and long-term)  $ 547.3 $ 561.9
Senior notes (due 2017 and 2020)   595.2   594.9
Malaysian term loan    14.5   16.1
Present value of capital lease obligations    13.9   15.2
Other    7.4   12.8
Total  $ 1,178.3 $ 1,200.9

Senior Secured Term Loan

 

On April 18, 2012, Spirit entered into a 1.2 billion dollar senior secured Credit Agreement (the “Credit Agreement”) consisting of a $650.0 revolving credit facility and a $550.0 term loan B facility. The Credit Agreement refinances and replaces the Second Amended and Restated Credit Agreement dated as of November 27, 2006, as amended. Proceeds of the new term loan were used to pay off outstanding amounts under the prior credit agreement. The revolving credit facility matures April 18, 2017 and bears interest, at Spirit's option, at either LIBOR, or a defined “base rate” plus an applicable margin based on Spirit's debt-to-EBITDA ratio (see table below). The term loan matures April 18, 2019 and bears interest, at Spirit's option, at LIBOR plus 3.00% with a LIBOR floor of 0.75% or base rate plus 2.00%, subject to a step down to LIBOR plus 2.75% or base rate plus 1.75%, as applicable, in the event Spirit's secured debt-to-EBITDA ratio is below 1:1 at any time after 2012. Substantially all of Spirit's assets, including inventory and property, plant and equipment, were pledged as collateral for both the term loan and the revolving credit facility. As of June 28, 2012, the outstanding balance of the term loan was $550.0. As of December 31, 2011, the outstanding balance of the old term loan, which was repaid upon closing of the new credit facilities, was $561.9. As of June 28, 2012 the carrying amount of the term loan was $547.3. The amount outstanding under the revolving credit facility was zero at June 28, 2012. The amount outstanding under the old revolving credit facility was zero at December 31, 2011. As of June 28, 2012, there were $19.9 of letters of credit outstanding under the revolving credit facility. The Company recorded a charge of $9.5 in the second quarter of 2012 for unamortized deferred financing fees as a result of extinguishment of the debt under the prior credit agreement.

 

In addition to paying interest on outstanding principal under the Credit Agreement, Spirit is required to pay an unused line fee on the unused portion of the commitments under the revolving credit facility based on Spirit's debt-to-EBITDA ratio (see table below). Spirit is required to pay letter of credit fees equal to the applicable margin for LIBOR rate revolving credit borrowings with respect to letters of credit issued under the revolving credit facility (see table below). Spirit is also required to pay to the issuing banks that issue any letters of credit, letter of credit fronting fees in respect of letters of credit equal to 20 basis points per year, and to the administrative agent thereunder customary administrative fees.

 

 

 

Pricing TierDebt-to-EBITDA RatioCommitment FeeLetter of Credit FeeEurodollar Rate LoansBase Rate Loans
1≥ 3.0:10.450%2.50%2.50%1.50%
2< 3.0:1 but ≥ 2.25:10.375%2.25%2.25%1.25%
3< 2.25:1 but ≥ 1.75:10.300%2.00%2.00%1.00%
4< 1.75:10.250%1.75%1.75%0.75%

At June 28, 2012, the Company's total leverage ratio was 2.03:1.0, resulting in applicable margins under the revolving credit facility of 2.00% and 1.00% on Eurodollar and base rate loans, respectively. In addition, as of June 28, 2012, commitment fees on the undrawn portion of the revolving credit facility and letter of credit fees were 0.30% and 2.00% respectively.

 

The Credit Agreement contains customary affirmative and negative covenants, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sales or transfers of assets, payments of dividends, transactions with affiliates, change in control and other matters customarily restricted in such agreements. The Credit Agreement also contained the following financial covenants (as defined in the Credit Agreement) through the final maturity date of the Credit Agreement:

 

Senior Secured Leverage Ratio              Shall not exceed 2.75:1.0

Interest Coverage Ratio                     Shall not be less than 4.0:1.0

Total Leverage Ratio                     Shall not exceed 4.0:1.0

 

The Financial Covenant ratios are calculated as of the last day of each fiscal quarter. Failure to meet these financial covenants would be an event of default under the Credit Agreement. As of June 28, 2012, we were and expected to remain, for the foreseeable future, in full compliance with all covenants contained within our Credit Agreement.

 

Senior Notes

 

On November 18, 2010, we issued $300.0 aggregate of 6.75% Senior Notes due December 15, 2020 (the “2020 Notes”), with interest payable, in cash in arrears, on June 15 and December 15 of each year, beginning June 15, 2011. The 2020 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirit's existing and future domestic subsidiaries that guarantee Spirit's obligations under Spirit's senior secured credit facility. The carrying value of the 2020 Notes was $300.0 as of June 28, 2012.

 

On September 30, 2009, we issued $300.0 of 7.50% Senior Notes due October 1, 2017 (the “2017 Notes”), with interest payable, in cash in arrears, on April 1 and October 1 of each year, beginning April 1, 2010. The 2017 Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Spirit's existing and future domestic subsidiaries that guarantee Spirit's obligations under Spirit's senior secured credit facility. The carrying value of the 2017 Notes was $295.2 as of June 28, 2012.

 

As of June 28, 2012, we were and expect to remain in full compliance with all covenants contained in the indentures governing the 2020 Notes and the 2017 Notes for the foreseeable future.

 

Malaysian Term Loan

 

On June 2, 2008, the Company's wholly-owned subsidiary, Spirit AeroSystems Malaysia SDN BHD entered into a Facility Agreement for a term loan facility for Ringgit Malaysia (“RM”) 69.2 (approximately USD $20.0 equivalent) (the “Malaysia Facility”), with the Malaysian Export-Import Bank. The Malaysia Facility requires quarterly principal repayments of RM 3.3 (USD $1.0) from September 2011 through May 2017 and quarterly interest payments payable at a fixed interest rate of 3.50% per annum. The Malaysia Facility loan balance as of June 28, 2012 was $14.5.

 

France Factory

 

On July 17, 2009, the Company's indirect wholly-owned subsidiary, Spirit AeroSystems France SARL entered into a capital lease agreement for €9.0 (approximately USD $13.1 equivalent) with a subsidiary of BNP Paribas Bank to be used towards the construction of an aerospace-related component assembly plant in Saint-Nazaire, France. Lease payments are variable, subject to the three-month Euribor rate plus 2.20%. Lease payments are due quarterly through April 2025. As of June 28, 2012, the Saint-Nazaire capital lease balance was $10.6.

 

Lease Commitment

 

In September 2011, the Company entered into a lease agreement for a building in Kinston, North Carolina.  As part of the lease agreement, the Company's landlord agreed to certain renovations to the facility to convert the space from a warehouse to a manufacturing facility.  The Company may be responsible for a portion of the construction costs and has been deemed as the owner of the building during the construction period under the FASB authoritative guidance on accounting for lessee involvement in asset construction.  A total of $5.6 has been capitalized to record the facility on the Company's books with an offsetting credit to the lease financing liability. 

 

The initial renovations were completed during the first quarter of 2012, and the lease was reviewed for potential sale-leaseback treatment in accordance with the FASB authoritative guidance on accounting for lessee involvement in asset construction.  The lease qualified for sale-leaseback treatment and the $5.6 that had been capitalized along with the offsetting credit to the lease financing liability was reversed.