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Subsequent Events
3 Months Ended
Sep. 30, 2012
Subsequent Events

Note 23 – Subsequent Events

Dividend Declaration

On November 2, 2012, we declared a cash dividend of $0.15 per share for the quarter ended September 30, 2012. The quarterly dividend will be paid on November 28, 2012 to each stockholder of record as of the close of business on November 12, 2012.

New Debt

On October 10, 2012, we and Harman KG, entered into a Multi-Currency Credit Agreement (the “New Credit Agreement”) with a group of banks. The New Credit Agreement provides for (i) a five-year unsecured multi-currency revolving credit facility (the “New Revolving Credit Facility”) in the amount of $750 million (the “Aggregate Revolving Commitment”) with availability in currencies other than United States dollars of up to $550 million and (ii) a five-year unsecured United States dollar term loan facility (the “Term Facility” and together with the New Revolving Credit Facility, the “Facilities”) in the amount of $300 million (the “Aggregate Term Commitment” and together with the Aggregate Revolving Commitment, the “Aggregate Commitment”). Up to $60 million of the Aggregate Revolving Commitment will be available for letters of credit. Subject to certain conditions set forth in the New Credit Agreement, the Aggregate Commitment may be increased by up to $250 million. We may select interest rates for the Facilities equal to (i) LIBOR plus an applicable margin or (ii) a base rate plus an applicable margin, which in each case is determined based on our credit rating. We are obligated to pay a facility fee on the Aggregate Revolving Commitment, whether drawn or undrawn, which is determined based on our credit rating. Any proceeds from borrowings under the Facilities may be used for general corporate purposes.

The New Credit Agreement includes certain financial condition covenants, including covenants that do not permit us to allow (i) our ratio of consolidated EBITDA to consolidated cash interest expense to be less than 3.5:1.0 or (ii) our ratio of consolidated total debt to consolidated EBITDA to exceed 3.5:1.0, or following certain acquisitions, 4.0:1.0, each calculated as of the end of the applicable fiscal quarter on a rolling four-quarter basis. The terms “consolidated EBITDA,” “consolidated cash interest expense,” and “consolidated total debt” are defined in the New Credit Agreement.

The New Credit Agreement also contains certain negative covenants that limit, among other things, our ability to pay dividends, permit certain of our subsidiaries to incur debt, incur liens, make fundamental changes, sell assets, undertake transactions with affiliates and undertake sale and leaseback transactions. The Facilities are subject to acceleration upon certain specified events of default, including failure to make timely payments, breaches of representations or covenants, or a change of control, as such term is defined in the New Credit Agreement.

At October 10, 2012, there were no outstanding borrowings and approximately $8.7 million of outstanding letters of credit under the New Revolving Credit Facility, and $300 million of outstanding borrowings under the Term Facility.

On October 10, 2012, in connection with the execution of the New Credit Agreement, we, Harman KG, and certain of our subsidiaries, entered into a guarantee agreement (the “New Guarantee Agreement”), that provides, among other things, that the obligations under the New Revolving Credit Facility are guaranteed by us and each of the subsidiary guarantors named therein.

Upon the signing of the New Credit Agreement, we voluntarily terminated the Credit Agreement. There were no outstanding borrowings under the Credit Agreement as of October 10, 2012, and no early termination penalties were incurred by us as a result by us of the termination of the Credit Agreement. As of October 10, 2012, all of the approximately $8.7 million of letters of credit that were previously outstanding under the Credit Agreement were deemed to be issued and outstanding under the New Credit Agreement.

Repayment of Convertible Senior Notes

On October 15, 2012, we repaid all principal and interest related to the Convertible Senior Notes held by affiliates of KKR, GSCP, and other investors, which matured on such date. With the conclusion of the note payment, KKR and GSCP no longer have any financial interests in Harman.

Extension of Share Buyback Program

On October 23, 2012, the Board of Directors approved an extension of our $200 million share buyback program through October 25, 2013. Refer to Note 11 – Shareholders’ Equity for more information.

Credit Rating

On October 11, 2012, Moody’s Investors Services raised our credit rating to Baa3 from Ba1, elevating us to investment-grade status, with the assignment of the Baa3 rating to the Facilities.