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LONG-TERM DEBT
3 Months Ended
Sep. 30, 2013
LONG-TERM DEBT  
LONG-TERM DEBT

5.                                      LONG-TERM DEBT

 

 

 

September 30,

 

June 30,

 

 

 

2013

 

2013

 

 

 

(in 000s)

 

Revolving credit facility

 

$

195,000

 

$

240,000

 

Term loan facility

 

358,750

 

364,375

 

Other, generally unsecured

 

197

 

240

 

Long-term debt

 

553,947

 

604,615

 

Less current maturities

 

(26,447

)

(24,615

)

Long-term debt, net of current maturities

 

$

527,500

 

$

580,000

 

 

As of September 30, 2013 and June 30, 2013, there was approximately $505.0 million and $460.0 million, respectively, of undrawn availability under the revolving credit facility. Availability under the revolving credit facility is reduced to the extent of outstanding letters of credit.

 

On April 19, 2013, the Company entered into an amended and restated credit agreement that provides for a five-year $1.07 billion senior secured credit facility comprised of a $370 million term loan and a $700 million revolving credit facility, including a $50 million sublimit for the issuance of standby letters of credit, a $10 million sublimit for swingline loans and a $150 million sublimit for multicurrency borrowings approved under the credit facility. The interest rate on the credit facility is subject to a leverage-based pricing grid that ranges from LIBOR plus a margin of 1.00% to 2.00%.

 

As of September 30, 2013 and June 30, 2013, the interest rate on the revolving credit facility was 1.43% and 1.45%, respectively, and the interest rate on the term loan was 2.81% and 3.59%, respectively, after giving effect to the floating-to-fixed interest rate swap.

 

Under the credit facility, the term loan requires quarterly principal reductions in an amount equal to $5,625,000, through March 2014; $7,500,000, from June 2014 through March 2016; and $5,000,000 from June 2016 until the term loan’s maturity in April 2018 upon when the remaining outstanding principal balance of $247,500,000 is due.

 

The credit facility is collateralized by substantially all of the Company’s domestic property and is guaranteed by each of the Company’s domestic subsidiaries, excluding any noncontrolling interests, and is secured by a pledge agreement.

 

The fair value of long-term debt is estimated by discounting expected cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings and remaining maturities. As of September 30, 2013 and June 30, 2013, the fair value of long-term debt approximated the carrying value.

 

The credit facility contains a number of covenants that, among other things, restrict the Company’s ability and certain of its subsidiaries to dispose of assets, incur additional indebtedness or issue preferred stock, pay dividends or make other distributions, enter into certain acquisitions, repurchase equity interests or subordinated indebtedness, issue or sell equity interests of our subsidiaries, engage in mergers or acquisitions or certain transactions with subsidiaries and affiliates, and that otherwise restrict corporate activities.

 

The financial covenants under the credit facility consist of a leverage ratio and an interest coverage ratio. The leverage ratio is computed as total debt outstanding at the end of the quarter divided by the trailing twelve months Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), excluding certain cash and non-cash charges. The interest coverage ratio is computed as EBITDA for the trailing twelve months divided by the trailing twelve months of interest charges.

 

A breach of any of the covenants or the inability to comply with the required financial ratios could result in a default under the credit facility. In the event of any such default, the lenders could elect to declare all borrowings outstanding under the credit facility, together with any accrued interest and other fees, to be due and payable. If the Company were unable to repay the indebtedness upon its acceleration, the lenders could proceed against the underlying collateral. The Company was in compliance with all of the credit facility covenants as of September 30, 2013 and June 30, 2013.

 

On July 16, 2013, the Company entered into a definitive agreement to acquire SHFL entertainment, Inc. (“SHFL”) at a per share price of $23.25 in cash for total consideration of approximately $1.3 billion. The transaction is subject to approval by SHFL’s shareholders, required regulatory and other approvals and customary closing conditions. In August  2013, the Company entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement to, among other things, permit the acquisition of SHFL, allow for an incremental term loan B facility in an amount not exceeding $1.1 billion to be used to finance the acquisition of SHFL, allow for additional incremental facilities not exceeding $250 million plus an additional amount such that, on a pro forma basis, the Company’s consolidated total leverage ratio would be less than 3.50 to 1.00, and increase the maximum permitted consolidated total leverage ratio to 4.75 to 1.0.  Loans will bear interest at a variable rate equal to either the applicable base rate or LIBOR, plus an interest margin determined by the Company’s consolidated total leverage ratio, with a range of base rate margins from 25 basis points to 175 basis points and a range of LIBOR margins from 125 basis points to 275 basis points.

 

The amendments to the Second Amended and Restated Credit Agreement will become effective when specified conditions precedent, including consummation of the acquisition of SHFL, are met.

 

Interest Rate Swap Agreements

 

Effective June 2011, the Company entered into a floating-to-fixed rate swap agreement with a maturity date of May 13, 2016 to fix a portion of the floating LIBOR based debt under the new term loan to fixed rate debt at an interest rate of 2.09% (plus applicable margin). The interest swap has an accreting and subsequently amortizing notional in order to hedge the targeted amount of debt over the life of the swap. At September 30, 2013 and June 30, 2013, the swap agreement had a notional value of $258.8 million and $264.4 million, respectively.

 

The Company has documented and designated the interest rate swap as a cash flow hedge. Based on the assessment of effectiveness using statistical regression, the Company determined that the interest rate swap is effective. Effectiveness testing of the hedge relationships and measurement to quantify ineffectiveness is performed each fiscal quarter using the hypothetical derivative method. As the interest rate swap qualifies as a cash flow hedge, the Company adjusts the cash flow hedge on a quarterly basis to its fair value with a corresponding offset to accumulated Other Comprehensive Income (“OCI”). The interest rate swap has been and is expected to remain highly effective for the life of the hedge. Effective amounts are reclassified to interest expense as the related hedged expense is incurred. Any ineffectiveness is reclassified from accumulated other comprehensive income to other income (expense). As of September 30, 2013 and June 30, 2013, the Company had no ineffectiveness on its cash flow hedge. Amounts related to the swap expected to be reclassified from other comprehensive income to interest expense in the next twelve months total $4.7 million.

 

Additional information on the Company’s interest rate swap is as follows:

 

Interest Rate Swaps

 

Balance Sheet Location

 

Fair Value
(in 000s)

 

Location of Offsetting Balance

 

Cash flow hedge—$258.8 million LIBOR based debt

 

Accrued and other liabilities

 

$

4,653

 

 

 

 

 

Other liabilities

 

4,664

 

 

 

 

 

 

 

$

9,317

 

Accumulated other comprehensive income (before income taxes)