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Debt
9 Months Ended
Sep. 30, 2016
Debt Disclosure [Abstract]  
Debt

13. Debt

The Company’s debt at September 30, 2016 and December 31, 2015 consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2016

 

 

2015

 

Borrowings under the Credit Agreement

 

$

 

 

$

 

8.60% senior notes due August 15, 2016

 

 

 

 

 

219.6

 

6.125% senior notes due January 15, 2017

 

 

155.1

 

 

 

251.2

 

7.25% senior notes due May 15, 2018

 

 

45.8

 

 

 

250.0

 

11.25% senior notes due February 1, 2019 (a)

 

 

172.2

 

 

 

172.2

 

8.25% senior notes due March 15, 2019

 

 

21.3

 

 

 

238.9

 

7.625% senior notes due June 15, 2020

 

 

350.0

 

 

 

350.0

 

7.875% senior notes due March 15, 2021

 

 

448.7

 

 

 

448.5

 

8.875% debentures due April 15, 2021

 

 

80.9

 

 

 

80.9

 

7.00% senior notes due February 15, 2022

 

 

140.0

 

 

 

400.0

 

6.50% senior notes due November 15, 2023

 

 

350.0

 

 

 

350.0

 

6.00% senior notes due April 1, 2024

 

 

400.0

 

 

 

400.0

 

6.625% debentures due April 15, 2029

 

 

199.5

 

 

 

199.5

 

8.820% debentures due April 15, 2031

 

 

69.0

 

 

 

69.0

 

Donnelley Financial 8.250% senior notes due 2024

 

 

300.0

 

 

 

 

LSC 8.750% senior notes due 2023

 

 

450.0

 

 

 

 

Donnelley Financial and LSC term loan B facilities

 

 

713.9

 

 

 

 

Other (b)

 

 

38.3

 

 

 

18.7

 

Unamortized debt issuance costs

 

 

(43.8

)

 

 

(25.6

)

Total debt

 

 

3,890.9

 

 

 

3,422.9

 

Less: current portion

 

 

(255.6

)

 

 

(234.6

)

Long-term debt

 

$

3,635.3

 

 

$

3,188.3

 

 

(a)

As of September 30, 2016 and December 31, 2015, the interest rate on the 11.25% senior notes due February 1, 2019 was 13.0% and 12.75%, respectively, as a result of downgrades in the ratings of the notes by the rating agencies.

(b)

Includes miscellaneous debt obligations and capital leases. The balance as of December 31, 2015 also included the fair value adjustments to the 8.25% senior notes due March 15, 2019 related to the Company’s fair value hedges, which were terminated as of September 30, 2016.

 

 

The fair values of the senior notes and debentures, which were determined using the market approach based upon interest rates available to the Company for borrowings with similar terms and maturities, were determined to be Level 2 under the fair value hierarchy. The fair value of the Company’s debt was greater than its book value by approximately $120.9 million at September 30, 2016 and less than its book value by approximately $39.7 million at December 31, 2015.

In connection with the spin-off transactions, on September 30, 2016, Donnelley Financial issued 8.250% senior notes due 2024 with an aggregate principal of $300.0 million (the “DFS Notes”) and incurred a senior secured term loan B facility (the “DFS Term Loan Facility”) under its new credit agreement in an aggregate principal of $350.0 million, under which Donnelley Financial will borrow at 4.00% over LIBOR, subject to a LIBOR floor of 1.00%. Donnelley Financial’s credit agreement also includes a $300.0 million senior secured revolving credit facility which was undrawn as of September 30, 2016. Additionally on September 30, 2016, LSC issued 8.750% senior secured notes due 2023 with an aggregate principal of $450.0 million (the “LSC Notes”) and incurred a senior secured term loan B facility (the “LSC Term Loan Facility”) under its new credit agreement in an aggregate principal of $375.0 million, under which LSC will borrow at 6.00% over LIBOR, subject to a LIBOR floor of 1.00%. LSC’s credit agreement also includes a $400.0 million senior secured revolving credit facility which was undrawn as of September 30, 2016. The net proceeds from the sale of the LSC Notes and the borrowings under the DFS Term Loan Facility and the LSC Term Loan Facility were distributed to their parent company, RR Donnelley in connection with the spinoff transactions. RR Donnelley used these proceeds to reduce its existing debt. Additionally, there were approximately $4.5 million of accrued financing fees as of September 30, 2016 related to these transactions.

On August 31, 2016, the Company and certain third party financial institutions (such financial institutions collectively, the “Third Party Purchasers”), launched cash tender offers for certain of the Company’s outstanding debt securities, including the Company’s 6.125% senior notes due January 15, 2017 (the “2017 Notes”), 7.250% senior notes due May 15, 2018 the (“2018 Notes”), 8.250% senior notes due March 15, 2019 (the “2019 Notes”) and 7.000% senior notes due February 15, 2022 (the “2022 Notes”). On September 16, 2016, the Third Party Purchasers purchased $274.4 million in aggregate principal amount of the 2017 Notes and 2018 Notes (the “Third Party Purchase Notes”). On September 30, 2016, the Company purchased approximately $503.6 million in aggregate principal amount of the 2017 Notes, the 2018 Notes, the 2019 Notes and the 2022 Notes (the “Company Purchase Notes”), and exchanged $300.0 million in aggregate principal amount of the DFS Notes for the Third Party Purchase Notes. The Company cancelled the Third Party Purchase Notes and Company Purchase Notes on September 30, 2016. As a result, the Company recognized an $83.9 million loss on debt extinguishments in the three months ended September 30, 2016 related to premiums and other related transaction costs.

On October 6, 2016, the Company redeemed the outstanding $45.8 million principal amount of the 2018 Notes and the outstanding $21.3 principal amount of the 2019 Notes plus accrued and unpaid interest. Additionally, the Company redeemed the outstanding $155.2 million aggregate principal of the 2017 Notes on November 2, 2016. As a result, the Company expects to recognize an estimated $9.0 million loss on debt extinguishments in the fourth quarter of 2016.

On September 30, 2016, the Company entered into an amended and restated Credit Agreement (the “Credit Agreement”) providing for $800.0 million in credit facilities (the “Revolving Facility”). The Revolving Facility matures on September 30, 2021. Interest rates on borrowings are equal to, at the Company’s option, a base rate plus a margin ranging from 1.125% to 1.50%, or LIBOR plus a margin ranging from 2.125% to 2.50%, in either case based upon the leverage ratio of RR Donnelley. In addition, the Company will pay a facility fee on the actual daily amount of the aggregate revolving commitments regardless of usage ranging from 0.375% to 0.50%, based upon the leverage ratio of the Company. As a result of the reduction in borrowing capacity, the Company recognized a $1.4 million loss related to unamortized debt issuance costs within loss on debt extinguishments in the condensed consolidated statements of operations for the three months ended September 30, 2016. Additionally, the Company had approximately $0.8 million of accrued financing fees as of September 30, 2016 related to this transaction.

The Credit Agreement contains a number of restrictive covenants, including a maximum secured leverage ratio, as defined in and calculated pursuant to the Credit Agreement, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets. The Credit Agreement generally allows annual dividend payments of $60.0 million in aggregate though additional dividends may be permitted subject to certain conditions.

The weighted average interest rate on borrowings under the prior Credit Agreement was 2.2% and 2.0% during the nine months ended September 30, 2016 and 2015, respectively.

Interest income was $1.3 million and $4.2 million for the three and nine months ended September 30, 2016 and 2015, respectively.

Cash on hand and borrowings under the Credit Agreement were used to pay the $219.8 million of 8.6% senior notes that matured on August 15, 2016.