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LONG-TERM DEBT
9 Months Ended
Sep. 30, 2014
Debt Disclosure [Abstract]  
LONG-TERM DEBT
LONG-TERM DEBT
A summary of the Company’s consolidated long-term debt as of September 30, 2014 and December 31, 2013, respectively, is outlined in the table below:
 
 
Maturity
Date
 
As of
September 30,
2014
 
As of
December 31,
2013
Revolving Credit Facility(1)
 
April 2018
 
$

 
$

Series A-1 Tranche A Term Loan Facility(1)
 
April 2016
 
182.3

 
259.0

Series A-2 Tranche A Term Loan Facility(1)
 
April 2016
 
166.3

 
228.1

Series A-3 Tranche A Term Loan Facility(1)
 
October 2018
 
1,813.9

 
1,935.7

Series D-2 Tranche B Term Loan Facility(1)
 
February 2019
 
1,088.6

 
1,256.7

Series C-2 Tranche B Term Loan Facility(1)
 
December 2019
 
837.5

 
966.8

Series E-1 Tranche B Term Loan Facility(1)
 
August 2020
 
2,544.8

 
3,090.5

Senior Notes:
 
 
 
 
 
 
6.75%(2)
 
October 2017
 
498.9

 
498.7

6.875%
 
December 2018
 
940.9

 
940.2

7.00%
 
October 2020
 
687.4

 
687.1

6.75%
 
August 2021
 
650.0

 
650.0

7.25%
 
July 2022
 
542.9

 
542.2

6.375%
 
October 2020
 
2,224.5

 
2,221.4

6.75%
 
August 2018
 
1,584.8

 
1,581.9

7.50%
 
July 2021
 
1,607.8

 
1,605.9

5.625%
 
December 2021
 
892.3

 
891.5

Other(3)
 
Various
 
12.0

 
12.0

 
 
 
 
16,274.9

 
17,367.7

Less current portion
 
 
 
(690.6
)
 
(204.8
)
Total long-term debt
 
 
 
$
15,584.3

 
$
17,162.9

____________________________________
(1)
Together, the “Senior Secured Credit Facilities” under the Company’s Third Amended and Restated Credit and Guaranty Agreement, as amended (the “Credit Agreement”).
(2)
On October 15, 2014, Valeant redeemed all of the outstanding $500.0 million aggregate principal amount of its 6.75% senior notes due 2017 (the “2017 Notes”) for $518.2 million, including a call premium of $16.9 million, plus accrued and unpaid interest, and satisfied and discharged the 2017 Notes indenture, solely with respect to the 2017 Notes (the 7.00% senior notes due 2020, issued under the same indenture, remain outstanding at this time). The balance of the 2017 Notes was reclassified to Current portion of long-term debt as of September 30, 2014.
(3)
Relates primarily to the debentures from B&L.
The Company’s Senior Secured Credit Facilities and indentures related to its senior notes contain customary covenants, including, among other things, and subject to certain qualifications and exceptions, covenants that restrict the Company’s ability and the ability of its subsidiaries to: incur or guarantee additional indebtedness; create or permit liens on assets; pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; make certain investments and other restricted payments; engage in mergers, acquisitions, consolidations and amalgamations; transfer and sell certain assets; and engage in transactions with affiliates.
The Company’s Senior Secured Credit Facilities also contain specified financial covenants (consisting of a secured leverage ratio and an interest coverage ratio), various customary affirmative covenants and specified events of default. The Company’s indentures also contain certain customary affirmative covenants and specified events of default.
The total fair value of the Company’s long-term debt, including current portion, with carrying values of $16.3 billion and $17.4 billion at September 30, 2014 and December 31, 2013, was $16.8 billion and $18.4 billion, respectively. The fair value of the Company’s long-term debt is estimated using the quoted market prices for the same or similar debt issuances (Level 2).
Senior Secured Credit Facilities
On February 6, 2014, the Company and certain of its subsidiaries as guarantors entered into a joinder agreement to reprice and refinance the Company’s previous Series E tranche B term loans (the “Series E Tranche B Term Loan Facility”) by the issuance of $2.95 billion in new term loans (the “Series E-1 Tranche B Term Loan Facility”). Term loans under the Series E Tranche B Term Loan Facility were either exchanged for, or repaid with the proceeds of, the Series E-1 Tranche B Term Loan Facility and proceeds of the additional Series A-3 tranche A term loans issuance (the “Series A-3 Tranche A Term Loan Facility”) described below. The applicable margins for borrowings under the Series E-1 Tranche B Term Loan Facility are 2.0% with respect to base rate borrowings and 3.0% with respect to LIBO rate borrowings, subject to a 1.75% base rate floor and a 0.75% LIBO rate floor. The Series E-1 Tranche B Term Loan Facility has terms consistent with the Series E Tranche B Term Loan Facility. In connection with this transaction, the Company recognized a loss on extinguishment of debt of $93.7 million in the three-month period ended March 31, 2014.
Concurrently, on February 6, 2014, the Company and certain of its subsidiaries as guarantors entered into a joinder agreement for the issuance of $225.6 million in incremental term loans under the Series A-3 Tranche A Term Loan Facility. Proceeds from this transaction were used to repay part of the term loans outstanding under the Series E Tranche B Term Loan Facility.
For the nine-month period ended September 30, 2014, the effective rate of interest on the Company’s borrowings was as follows: (i) 2.42% per annum under the Revolving Credit Facility, (ii) 2.41% per annum under the Series A-1 Tranche A Term Loan Facility, the Series A-2 Tranche A Term Loan Facility, and the Series A-3 Tranche A Term Loan Facility, (iii) 3.75% per annum under both the Series D-2 Tranche B Term Loan Facility and the Series C-2 Tranche B Term Loan Facility, and (iv) 3.86% under the Series E-1 Tranche B Term Loan Facility.
During the third quarter of 2014, the Company made principal payments of $1.1 billion, in the aggregate, which included (1) principal payments of $1.0 billion, in the aggregate, related to the Senior Secured Credit Facilities, resulting in a principal reduction as follows: (i) $380.0 million under the Series E-1 Tranche B Term Loan Facility, (ii) $274.5 million under the Series A-3 Tranche A Term Loan Facility, (iii) $165.4 million under the Series D-2 Tranche B Term Loan Facility, (iv) $127.2 million under the Series C-2 Tranche B Term Loan Facility, and (v) $27.5 million and $25.4 million under the Series A-1 Tranche A Term Loan Facility and the Series A-2 Tranche A Term Loan Facility, respectively, and (2) a voluntary prepayment of the scheduled December 2014 amortization payments applicable to the Senior Secured Credit Facilities, resulting in an aggregate principal reduction of $70.3 million.
As of September 30, 2014, the Company was in compliance with all covenants related to the Company’s outstanding debt.