XML 44 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt
9 Months Ended
Sep. 30, 2013
Debt  
Debt

Note 5—Debt

        Debt consisted of the following (in thousands):

 
  September 30,
2013
  December 31,
2012
  Weighted Average
Stated Interest
Rate At
September 30,
2013
  Final
Maturity

2011 term loan A ($406.6 million face value)

  $ 400,306   $ 756,974   5.74%   2016

2011 term loan B ($978.2 million face value)

    968,100     1,127,770   6.75%   2018

Revolving credit facility(1)

          N/A   2016

9.875% senior notes ($500.0 million face value)

    496,733     496,510   9.88%   2020

8.50% senior notes

    450,000       8.50%   2021

9.50% senior secured notes ($450.0 million face value)

    447,413       9.50%   2019

Other(2)

    20,008     34,911   Various   Various
                 

Total debt

    2,782,560     2,416,165        

Less: current debt(2)

    (12,179 )   (18,793 )      
                 

Total long-term debt

  $ 2,770,381   $ 2,397,372        
                 

(1)
As of September 30, 2013, the revolving credit facility interest rate was tied to LIBOR or CDOR, plus a credit spread ranging from 450 to 550 basis points and includes a commitment fee of 0.50% on the unused facility.

(2)
This balance includes capital lease obligations and an equipment financing agreement.

        The Company's minimum debt repayment schedule, excluding interest, as of September 30, 2013 is as follows (in thousands):

 
  Payments Due  
 
  2013   2014   2015   2016   2017   Thereafter  

2011 term loan A

  $   $   $ 305,941   $ 100,625   $   $  

2011 term loan B

                        978,178  

9.875% senior notes

                        500,000  

8.50% senior notes

                        450,000  

9.50% senior secured notes

                        450,000  

Other debt

    4,899     10,090     4,929     90          
                           

 

  $ 4,899   $ 10,090   $ 310,870   $ 100,715   $   $ 2,378,178  
                           

9.50% Senior Secured Notes due 2019

        On September 27, 2013, the Company issued $450.0 million aggregate principal amount of 9.50% senior secured notes due October 15, 2019 (the "2019 Notes"). The 2019 Notes are guaranteed, jointly and severally, by each of our current and future wholly-owned domestic restricted subsidiaries that from time to time guarantees any of our indebtedness or any indebtedness of any of our restricted subsidiaries. The 2019 Notes and related guarantees are secured on a first priority basis by substantially all of the property and assets of the Company and the guarantors. Interest on the 2019 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2014.

        The Company used $245.7 million of the proceeds from the 2019 Notes to extinguish $250.0 million of Term Loan A debt through a Dutch Auction process. The gain on partial extinguishment of Term Loan A debt of $4.3 million is included in other income (loss) in the Condensed Consolidated Statements of Operations. Additionally, the Company expensed $5.2 million of previously capitalized debt issuance costs as a result of the early extinguishment of the Term Loan A debt. The write-off of debt issuance costs is included in interest expense in the Condensed Consolidated Statements of Operations.

        The terms of the 2019 Notes provide that at any time prior to October 15, 2016, the Company may redeem up to 35% of the aggregate principal amount of the 2019 Notes with the net cash proceeds of certain equity offerings, at a redemption price of 109.5% of the aggregate principal amount. The Company may redeem the 2019 Notes, in whole or in part, prior to October 15, 2016, at a redemption price equal to 100% of the aggregate principal amount of the 2019 Notes plus a "make-whole" premium. The Company may redeem the 2019 Notes, in whole or in part at redemption prices equal to 107.125% for the twelve months commencing October 15, 2016, 102.375% for the twelve months commencing October 15, 2017 and 100% beginning on October 15, 2018. Upon the occurrence of a change of control, unless the Company has exercised its right to redeem the 2019 Notes, the Company will be required to offer to repurchase each holder's 2019 Notes at a price equal to 101% of the aggregate principal amount.

  • 8.50% Senior Notes due 2021

        On March 27, 2013, the Company issued $450.0 million aggregate principal amount of 8.50% senior notes due April 15, 2021 (the "2021 Notes"). The 2021 Notes are unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of our current and future wholly-owned domestic restricted subsidiaries that from time to time guarantees any of our indebtedness or any indebtedness of our restricted subsidiaries. Interest on the 2021 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2013.

        A portion of the proceeds from the 2021 Notes was used to repurchase $250.0 million of Term Loan A and B debt on a pro-rata basis. The Company expensed $6.0 million of previously capitalized debt issuance costs as a result of the early extinguishment of a portion of the Term Loan A and B debt. The write-off of debt issuance costs is included in interest expense in the Condensed Consolidated Statements of Operations.

        At any time prior to April 15, 2016, the Company may redeem up to 35% of the aggregate principal amount of the 2021 Notes with the net cash proceeds of certain equity offerings, at a redemption price of 108.50% of the aggregate principal amount. The Company may redeem the 2021 Notes, in whole or in part, and prior to April 15, 2017, at a redemption price equal to 100% of the aggregate principal amount of the 2021 Notes plus a "make-whole" premium. The Company may redeem the 2021 Notes, in whole or in part at redemption prices equal to 104.25% for the twelve months commencing April 15, 2017, 102.125% for the twelve months commencing April 15, 2018 and 100% beginning on April 15, 2019. Upon the occurrence of a change of control, unless the Company has exercised its right to redeem the 2021 Notes, the Company will be required to offer to repurchase each holder's 2021 Notes at a price equal to 101% of the aggregate principal amount.

Credit Agreement Amendment

        On July 23, 2013, the Company entered into an amendment (the "Fifth Amendment") to the 2011 Credit Agreement dated as of April 1, 2011 (as amended), among the Company, the various lenders, Morgan Stanley Senior Funding, Inc. as administrative agent, and other agents named therein. The Fifth Amendment provides for, among other things (1) increased interest margins of 1.00% from their previous existing levels; (2) a less restrictive interest expense coverage ratio and suspension of compliance requirements until March 31, 2015; (3) a less restrictive senior secured leverage ratio and suspension of compliance requirements until June 30, 2014; (4) an additional minimum liquidity covenant of $225.0 million that applies at the end of each fiscal quarter through June 30, 2014 and at any time thereafter when the senior secured leverage ratio is greater than 5.50:1.00; (5) an additional capital expenditures covenant limiting capital expenditures to $175.0 million in 2013 and $200.0 million in 2014 with a potential that up to $20.0 million in unused 2013 capital spending may be carried forward and utilized to increase the 2014 capital spending limit up to $220.0 million; (6) additional flexibility for the Company to issue additional unsecured debt, subject to 100% of the net proceeds of any such incurrence of debt in excess of $250 million be used to repay term loans then outstanding under the Credit Agreement; and (7) a restriction on cash dividends allowed in any fiscal quarter when the secured leverage ratio exceeds 4.50:1.00.