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Debt
12 Months Ended
Dec. 31, 2013
Debt  
Debt

NOTE 14—Debt

        Debt consisted of the following (in thousands):

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

2011 term loan A ($406.6 million face value)

  $ 401,052   $ 756,974   5.74%   2016

2011 term loan B ($978.2 million face value)

    968,581     1,127,770   6.75%   2018

Revolving credit facility(1)

          N/A   2016

9.875% senior notes ($500.0 million face value)

    496,831     496,510   9.88%   2020

8.50% senior notes

    450,000       8.50%   2021

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

    447,492       9.50%   2019

Other(2)

    14,876     34,911   Various   Various
                 

Total debt

    2,778,832     2,416,165        

Less: current debt(2)

    (9,210 )   (18,793 )      
                 

Total long-term debt

  $ 2,769,622   $ 2,397,372        
                 
                 

(1)
As of December 31, 2013, the revolving credit facility interest rate was tied to LIBOR or CDOR, plus a credit spread of 550 basis points and includes a commitment fee of 0.5% on the unused facility.

(2)
This balance includes capital lease obligations (see Note 18) and an equipment financing agreement.

        The Company's minimum debt repayment schedule, excluding interest, as of December 31, 2013 is as follows (in thousands):

 
  Payments Due  
 
  2014   2015   2016   2017   2018   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

    9,210     5,609     57              
                           

 

  $ 9,210   $ 311,550   $ 100,682   $   $ 978,178   $ 1,400,000  
                           
                           

9.875% Senior Notes due 2020

        On November 21, 2012, we issued $500.0 million in aggregate principal amount of 9.875% senior notes due December 15, 2020 (the "2020 Notes") at an initial price of 99.302% of their face amount. The 2020 Notes are unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of our current and future wholly-owned domestic restricted subsidiaries. Interest on the 2020 Notes accrues at the rate of 9.875% per year and is payable semi-annually in arrears on June 15 and December 15, beginning on June 15, 2013.

        At any time prior to December 15, 2015, we may redeem up to 35% of the aggregate principal amount of the 2020 Notes with the net cash proceeds of certain equity offerings at a redemption price of 109.875% of the aggregate principal amount. We may redeem the 2020 Notes, in whole or in part, at any time prior to December 15, 2016, at a price equal to 100% of the aggregate principal amount of the 2020 Notes plus a "make-whole" premium, plus accrued and unpaid interest. We may redeem the 2020 Notes, in whole or in part, at any time during the year commencing December 15, 2016, at 104.938% of the aggregate principal amount of the 2020 Notes, at any time during the year commencing December 15, 2017, at 102.469% of the aggregate principal amount of the 2020 Notes, and at any time after December 15, 2018, at 100% of the aggregate principal amount of the 2020 Notes, in each case plus accrued and unpaid interest. Upon the occurrence of a change of control, unless the Company has exercised its right to redeem the 2020 Notes, the Company will be required to offer to repurchase each holder's 2020 Notes at a price equal to 101% of the aggregate principal amount. The unamortized balance of the debt issuance discount of $3.2 million at December 31, 2013, will be accreted to interest expense over the life of the 2020 Notes using the effective interest method.

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 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, 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 year commencing April 15, 2017, 102.125% for the year 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.

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 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 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 year commencing October 15, 2016, 102.375% for the year 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. The unamortized balance of the debt issuance discount of $2.5 million at December 31, 2013, will be accreted to interest expense over the life of the 2019 Notes using the effective interest method.

2011 Credit Agreement

        On April 1, 2011, we entered into a $2.725 billion credit agreement (the "2011 Credit Agreement") to partially fund the acquisition of Western Coal and to pay off all outstanding loans under the 2005 Credit Agreement. The 2011 Credit Agreement consists of (1) a $950.0 million principal amortizing term loan A facility maturing in April 2016, at which time the remaining outstanding principal is due, (2) a $1.4 billion principal amortizing term loan B facility maturing in April 2018, at which time the remaining outstanding principal is due and (3) a $375.0 million multi-currency revolving credit facility ("Revolver") maturing in April 2016, at which time any remaining balance is due. The Revolver provides for operational needs and letters of credit. Our obligations under the 2011 Credit Agreement are secured by our domestic and foreign real, personal and intellectual property. The 2011 Credit Agreement contains customary events of default and covenants, including among other things, covenants that do not prevent but restrict us and our subsidiaries' ability to incur certain additional indebtedness, create or permit liens on assets, pay dividends and repurchase stock, engage in mergers or acquisitions, and make investments and loans. The 2011 Credit Agreement also includes certain financial covenants that must be maintained. As of December 31, 2013, the Company is in compliance with all required covenants.

Credit Agreement Amendments

        During 2012, the Company completed the first three amendments to the 2011 Credit Agreement and in 2013 completed the Fourth and Fifth Amendments to the 2011 Credit Agreement (collectively the "Amendments"). These Amendments provided for, among other things : (1) increased the revolver sublimit in Canada from $150 million to $275 million, (2) increased interest margins of 2.5%-3.0% from their original levels and the leverage ratios at which the interest rate margins step down were increased, (3) the Company may subtract from total indebtedness unrestricted cash and cash equivalents in an aggregate amount not to exceed $240.0 million plus the current portion of any indebtedness outstanding on such date in calculating its leverage ratio; (4) the Company may incur secured notes in lieu of secured credit facilities under the Company's incremental facility; (5) increased the general investment basket to $325 million; (6) permitted acquisitions and unlimited unsecured debt are subject to compliance with a 4.50:1.0 total leverage ratio; (7) additional flexibility for the Company to issue additional $1 billion of senior 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 2011 Credit Agreement; (8) a less restrictive interest expense coverage ratio and suspension of compliance requirements until March 31, 2015; (9) a less restrictive senior secured leverage ratio and suspension of compliance requirements until June 30, 2014; (10) an additional minimum liquidity covenant of $225 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; (11) an additional capital expenditures covenant limiting capital expenditures to $175 million in 2013 and $200 million in 2014 with a potential that up to $20 million in unused 2013 capital spending may be carried forward and utilized to increase the 2014 capital spending limit up to $220 million; and (12) a restriction on cash dividends allowed in any fiscal quarter when the secured leverage ratio exceeds 4.50:1.00.

        As of December 31, 2013, the Revolver, term loan A and term loan B interest rates were tied to LIBOR or CDOR, plus a credit spread of 550 basis points for the Revolver and term loan A debt and 575 basis points on the term loan B debt, adjusted quarterly based on the Company's total leverage ratio as defined by the amended 2011 Credit Agreement. The term loan B has a minimum LIBOR floor of 1.0%. The Revolver loans can be denominated in either U.S. dollars or Canadian dollars at our option. The commitment fee on the unused portion of the Revolver is 0.5% per year for all pricing levels.

        As of December 31, 2013, there were no borrowings outstanding under the Revolver, with $326.5 million available under the Company's $375 million revolving credit facility, net of outstanding letters of credit of $48.5 million.