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Bank Credit Agreements and Long-Term Debt (Text Block)
12 Months Ended
Dec. 31, 2013
Long-term debt by current and noncurrent [Abstract]  
Bank Credit Agreements and Other Debt [Text Block]

NOTE 7 BANK CREDIT AGREEMENTS AND OTHER SHORT-TERM AND LONG-TERM DEBT

       

Lines of Credit The Company maintains lines of credit with several financial institutions through its entities worldwide totaling $112 million. These lines of credit, are collateralized by each subsidiary's premises, are unsecured, uncommitted and, in some instances, may be repayable on demand.

Revolving Senior Credit Facility - On January 8, 2013, the Company and Diodes International B.V. (the “Foreign Borrower” and collectively with the Company, the “Borrowers”) and certain subsidiaries of the Company as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) and other participating lenders (collectively, the “Lenders”).

The Credit Agreement provides for a five-year, $300 million revolving senior credit facility (the “Revolver”), which includes $10 million swing line sublimit, a $10 million letter of credit sublimit, and $20 million alternative currency sublimit. The Borrowers may from time to time request increases in the aggregate commitment under the Credit Agreement of up to $200 million, subject to the Lenders electing to increase their commitments or by means of the addition of new Lenders, and subject to at least half of each increase in aggregate commitment being in the form of term loans (“Incremental Term Loans”), with the remaining amount of each being an increase the amount of the Revolver.

The Revolver matures on January 8, 2018 (the “Revolver Maturity Date”). Incremental Term Loans mature no earlier than the Revolver Maturity Date. The proceeds under the Revolver and the Incremental Term Loans may be used for the purposes of refinancing certain existing debt, for working capital and capital expenditures, and for general corporate purposes, including financing permitted acquisitions.

The Foreign Borrower's obligations under the New Credit Agreement are guaranteed by the Company. Each Borrower's obligations under the New Credit Agreement are guaranteed by certain of that Borrower's subsidiaries. The Borrower's obligations under the New Credit Agreement are secured by substantially all assets of the Borrowers and certain of their subsidiaries.

Under the Revolver, the Borrowers may borrow in United States Dollars (“USD”), Euros, British Pounds Sterling or another currency approved by the Lenders. Borrowed amounts bear interest at a rate per annum equal to the sum of (a) the highest of (i) the Federal Funds Rate plus ½ of 1.00%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (iii) the Eurocurrency Rate plus 1.00%, plus (b) an amount between 0.50% per annum and 1.25% per annum, based upon the Borrowers' and their subsidiaries' Consolidated Leverage Ratio. Eurocurrency loans bear interest at LIBOR plus an amount between 1.50% and 2.25% per annum, based upon the Borrowers' and their subsidiaries' Consolidated Leverage Ratio.

Incremental Term Loans will be on pricing and amortization terms to be agreed upon.

The Credit Agreement contains certain financial and non-financial covenants, including, but not limited to, a maximum Consolidated Leverage Ratio, a minimum Consolidated Fixed Charge Coverage Ratio, and restrictions on liens, indebtedness, investments, fundamental changes, dispositions, and restrictive payments (including dividends).

In connection with the acquisition of BCD, the Company drew down on the Revolver to fund the acquisition and pay for costs associated with the acquisition. See Note 17 for further information about the acquisition of BCD.

Term Loan - On November 25, 2009 the Company entered into a credit agreement with Bank of America, as modified by a certain amendments, including the Sixth Amendment to Credit Agreement dated as of April 30, 2012. The Fifth Amendment added an additional borrower, the Foreign Borrower, and provided for an additional term loan in the amount of $40 million (the “Term Loan”). The Term Loan bore interest at a rate per annum equal to the Eurocurrency Rate (as defined) plus 1.25% per annum. On February 1, 2012, the Foreign Borrower drew down the full $40 million.

As part of the Credit agreement, the Company's Term Loan was terminated with no penalties and on January 8, 2013, the Company drew down $45 million on the Revolver to retire the Term Loan and pay fees and expenses in connection with entering into the Credit Agreement.

 

The credit unused and available under the various facilities as of December 31, 2013, was $220 million (net of $7 million credit used for import and export guarantee), as follows:

 2013  Outstanding at December 31,
 Lines of CreditTerms 2013 2012
       
$ 112,023Unsecured, interest at LIBOR plus margin, due quarterly$ 5,814$ 5,629
       
  -Secured, interest at LIBOR plus margin, due monthly  -  2,000
       
$ 112,023 $ 5,814$ 7,629

Long-term debt The balances as of December 31, consist of the following:

   2013  2012
Notes payable to Taiwan bank, principal amount of TWD 158 million, variable interest (approximately 2.1% and 3.3% as of December 31, 2013 and 2012, respectively), of which TWD 132 million matures on July 6, 2021, and TWD 26 million matured July 6, 2013, secured by land and building.   2,500   2,979
       
Notes payable to Taiwan banks, variable interest between 1.8% and 2.5% as of December 31, 2013, maturity dates range from 2013 to 2023, secured by land, building and equipment.   2,426   2,215
       
Revolver   179,000   -
       
Term Loan   -   40,000
       
Total long-term debt   183,926   45,194
       
Less: Current portion   (1,127)   (1,063)
       
Long-term debt, net of current portion $ 182,799 $ 44,131

       The annual contractual maturities of long-term debt at December 31, 2013 are as follows:

2014  1,127
2015  1,132
2016  567
2017  555
2018  179,561
Thereafter  984
Total long-term debt $ 183,926

During 2013, the Company entered into a net settlement agreement with CCB whereby CCB loaned the Company $20 million and the Company in turn invested the same $20 million with CCB. The principal of the $20 million investment is guaranteed by CCB and is collateral for the $20 million loan. The net interest income realized by the investment was immaterial as of December 31, 2013. The investment and the offsetting loan are non-cancelable, will mature in June 2014 and are shown net of each other on the balance sheet as the Company believes the arrangement qualifies for the offsetting provisions in GAAP.

 

Convertible senior notes In October 2006, the Company issued and sold Notes with an aggregate principal amount of $230 million due 2026. On September 30, 2011, substantially all of the note holders surrendered their Notes for purchase. On December 1, 2011, the Company elected to purchase the remaining outstanding principal amount plus accrued and unpaid interest to, but excluding, December 1, 2011, the redemption date. The Company has delivered the aggregate purchase price for the accepted Notes, which includes accrued and unpaid interest, to the Paying Agent for distribution to the note holders. As of December 31, 2011, all Notes have been redeemed.

 

The amount of interest expense, including amortization of debt discount for the liability component and debt issuance costs, for the year ended December 31, 2011 is as follows:

  2011
Notes contractual interest expense$ 2,267
Amortization of debt discount  6,032
Amortization of debt issuance costs  412
   
Total$ 8,711