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Long-Term Debt
6 Months Ended
Jun. 30, 2014
Long-Term Debt [Abstract]  
Long-Term Debt

NOTE 3 – LONG-TERM DEBT

Long-term debt at June 30, 2014 and December 31, 2013, respectively, consisted of the following:

(In thousands)June 30, 2014 December 31, 2013
Senior Secured Credit Facilities (1)$ 8,222,275 $ 8,225,754
Receivables Based Facility due 2017  -   247,000
9.0% Priority Guarantee Notes due 2019  1,999,815   1,999,815
9.0% Priority Guarantee Notes due 2021  1,750,000   1,750,000
11.25% Priority Guarantee Notes due 2021  575,000   575,000
Subsidiary senior revolving credit facility due 2018  -   -
Other secured subsidiary long-term debt (2)  19,624   21,124
Total consolidated secured debt  12,566,714   12,818,693
       
Senior Cash Pay Notes due 2016  94,304   94,304
Senior Toggle Notes due 2016 (3)  127,941   127,941
Senior Notes due 2021 (4)  1,645,244   1,404,202
Senior Notes (5)  725,000   1,436,455
Senior Notes due 2018  850,000   -
Subsidiary Senior Notes due 2022  2,725,000   2,725,000
Subsidiary Senior Subordinated Notes due 2020  2,200,000   2,200,000
Other subsidiary debt   545   10
Purchase accounting adjustments and original issue discount   (262,676)   (322,392)
    20,672,072   20,484,213
Less: current portion  22,020   453,734
Total long-term debt$ 20,650,052 $ 20,030,479

  • Term Loan B matures 2016. Term Loan C is subject to an amortization schedule with required payments at various dates from 2014 through 2016. Term Loan D and Term Loan E mature 2019.
  • Other secured subsidiary long-term debt matures at various dates from 2014 through 2025.
  • Senior Toggle Notes are subject to required payments at various dates from 2015 through 2016.
  • Senior Notes due 2021 are subject to required payments at various dates from 2018 through 2021.
  • The Company's Senior Notes mature at various dates from 2016 through 2027.

 

The Company's weighted average interest rate at June 30, 2014 and December 31, 2013 were 7.9% and 7.6%, respectively. The aggregate market value of the Company's debt based on market prices for which quotes were available was approximately $21.5 billion and $20.5 billion at June 30, 2014 and December 31, 2013, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company's debt is classified as either Level 1 or Level 2.

 

Subsidiary Sale of Long-Term Debt

 

On February 14, 2014, CC Finco LLC (“CC Finco”), an indirect wholly-owned subsidiary of the Company, sold $227.0 million in aggregate principal amount of Senior Notes due 2021 issued by the Company to private purchasers in a transaction exempt from registration under the Securities Act of 1933, as amended. This $227.0 million in aggregate principal amount of Senior Notes due 2021, which was previously eliminated in consolidation because the notes were held by a subsidiary, is now reflected on the Company's consolidated balance sheet. CC Finco contributed the net proceeds from the sale of the Senior Notes due 2021 to the Company, which intends to use such proceeds to repay, repurchase or otherwise acquire outstanding indebtedness from time to time and retire that indebtedness as it becomes due or upon its earlier repayment, repurchase or acquisition.

 

 

 

 

10.0% Senior Notes Issuance

 

On May 1, 2014, CCU Escrow Corporation issued $850.0 million in aggregate principal amount of Senior Notes due 2018 in a private offer. On June 6, 2014, CCU Escrow Corporation merged into the Company and the Company assumed CCU Escrow Corporation's obligations under the 10.0% Senior Notes due 2018. The 10.0% Senior Notes due 2018 mature on January 15, 2018 and bear interest at a rate of 10.0% per annum, payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2014. The 10.0% Senior Notes due 2018 are the senior unsecured obligations of the Company and are not guaranteed by any of the Company's parent companies or any of its subsidiaries.

 

Senior Notes due 2021 Issuance

 

The Company intends to issue and sell approximately $222.2 million in aggregate principal amount of new Senior Notes due 2021 to CC Finco in a transaction exempt from registration under the Securities Act of 1933, as amended. The new Senior Notes due 2021 will be issued as additional notes under the indenture governing the Company's existing Senior Notes due 2021. On July 21, 2014, the Company issued a notice of redemption to redeem all of the outstanding $94.3 million aggregate principal amount of Senior Cash Pay Notes due 2016 and $127.9 million aggregate principal amount of Senior Toggle Notes due 2016 using proceeds of the issuance of the new Senior Notes due 2021. The closing of the issuance of the new Senior Notes due 2021 and redemption of the outstanding Senior Cash Pay Notes due 2016 and Senior Toggle Notes due 2016 are expected to occur on or about August 22, 2014.

Debt Repayments, Maturities and Other

During February 2014, the Company repaid all principal amounts outstanding under its receivables based credit facility, using cash on hand.  This voluntary repayment did not reduce the commitments under this facility and the Company has the ability to redraw amounts under this facility at any time.

 

During March 2014, CC Finco repurchased, through open market purchases, a total of $61.9 million aggregate principal amount of notes, comprised of $52.9 million of the Company's outstanding 5.5% Senior Notes due 2014 and $9.0 million of the Company's outstanding 4.9% Senior Notes due 2015, for a total purchase price of $63.1 million, including accrued interest.  The Company cancelled these notes subsequent to the purchase. In connection with these transactions, the Company incurred expenses of $3.9 million, which are included in “Loss on extinguishment of debt” for the six months ended June 30, 2014.

 

During May 2014, the Company retired $130.0 million aggregate principal amount of its 5.5% Senior Notes due 2014 held by CC Finco.

 

On June 6, 2014, using the proceeds from the issuance of the 10.0% Senior Notes due 2018, the Company redeemed $567.1 million aggregate principal amount of the Company's 5.5% Senior Notes due 2014 (including $158.5 million principal amount of the notes held by a subsidiary of the Company) and $241.0 million aggregate principal amount of the Company's 4.9% Senior Notes due 2015. In connection with these transactions, the Company incurred expenses of $47.5 million, which are included in “Loss on extinguishment of debt” for the three months ended June 30, 2014.

 

On July 21, 2014, the Company issued a notice of redemption to redeem all of the outstanding $94.3 million aggregate principal amount of Senior Cash Pay Notes due 2016 and $127.9 million aggregate principal amount of Senior Toggle Notes due 2016 and will be using proceeds of the issuance of the new Senior Notes due 2021 to CC Finco to redeem the notes. The closing of the issuance of the new Senior Notes due 2021 and redemption of the outstanding Senior Cash Pay Notes due 2016 and Senior Toggle Notes due 2016 are expected to occur on August 22, 2014.