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Long-Term Debt (Tables)
12 Months Ended
Dec. 31, 2012
Schedule of Long-Term-Debt
(in millions)
 
Dec 31, 2012
 
Dec 31, 2011
North America
 
 
 
 
5.75% Senior Notes due 2022
 
$
600.0

 
$

Subordinated Convertible Notes due 2029
 
429.5

 
429.5

Debt discount on Subordinated Convertible Notes due 2029
 
(263.0
)
 
(264.4
)
1.00% Senior Convertible Notes due 2012
 

 
10.6

Debt discount on 1.00% Senior Convertible Notes due 2012
 

 
(0.5
)
0.875% Convertible Notes due 2013
 
355.0

 
355.0

Debt discount on 0.875% Convertible Notes due 2013
 
(20.4
)
 
(40.6
)
7.125% Senior Notes due 2017
 

 
200.0

Senior Floating Rate Notes
 
125.0

 
125.0

Revolving Credit Facility
 

 
34.9

Other
 
9.0

 
9.0

Europe and Mediterranean
 
 
 
 
Spanish Term Loan
 
14.6

 
31.4

Credit facilities
 
14.7

 
27.4

Uncommitted accounts receivable facilities
 
4.0

 
2.1

Other
 
11.7

 
11.5

ROW
 
 
 
 
Credit facilities
 
170.0

 
118.0

Total debt
 
1,450.1

 
1,048.9

Less current maturities
 
511.2

 
156.3

Long-term debt
 
$
938.9

 
$
892.6

Schedule of Debt Information
The Company’s convertible debt instruments and terms are summarized in the tables below. For a discussion of the effects on earnings per share, refer to Note 16 - Earnings Per Common Share.
 
 
Subordinated Notes due in 2029 (1)
 
1.00% Senior Convertible Notes (1)
 
0.875% Convertible
Notes (1)
Conversion Rights — The notes are convertible at the option of the holder into the Company’s common stock upon the occurrence of certain events, including
 
(i) during any calendar quarter commencing after March 31, 2010, in which the closing price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter (establishing a contingent conversion price of $47.78);
 
(i) during any calendar quarter commencing after March 31, 2008 in which the closing price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter (establishing a contingent conversion price of $109.11);
 
(i) during any calendar quarter commencing after March 31, 2007 in which the closing price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter (establishing a contingent conversion price of $65.47);
 
 
(ii) during any five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the notes for each day of that period is less than 98% of the product of the closing sale price of the Company’s common stock and the applicable conversion rate;
 
 
(iii) certain distributions to holders of the Company’s common stock are made or upon specified corporate transactions including a consolidation or merger;
 
 
(iv) a fundamental change as defined; and
 
 
 
 
 
 
 
 
 
(v) at any time during the period beginning on August 31, 2029 and ending on the close of business on the business day immediately preceding the stated maturity date.
 
(v) at any time during the period beginning on Sept 15, 2012 and ending on the close of business on the business day immediately preceding the stated maturity date.
 
(v) at any time during the period beginning on Oct 15, 2013 and ending on the close of business on the business day immediately preceding the stated maturity date.
 
 
 
 
 
 
 
 
 
(vi) On or after November 15, 2019, the Company may redeem all or a part of the notes for cash at a price equal to 100% of the principal amount of the notes, plus interest, if the price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during the 30 consecutive trading day period immediately preceding the date on which notice is given
 
(vi) Not applicable
 
(vi) Not applicable
 
 
 
 
 
 
 
Initial conversion rate
 
$36.75 per share — approximating 27.2109 shares per $1,000 principal amount of notes
 
$83.93 per share — approximating 11.9142 shares per $1,000 principal amount of the notes
 
$50.36 per share — approximating 19.856 shares per $1,000 principal amount of the notes
 
 
 
 
 
 
 
Upon conversion
 
A holder will receive, in lieu of common stock, an amount of cash equal to the lesser of (i) the principal amount of the notes, or (ii) the conversion value, determined in the manner set forth in the indenture governing the notes, of a number of shares equal to the conversion rate.
 
 
If the conversion value exceeds the principal amount of the notes on the conversion date, the Company will also deliver, at the Company’s election, cash or common stock or a combination of cash and common stock with respect to the conversion value upon conversion.
 
 
If conversion occurs in connection with a “fundamental change” as defined in the notes indenture, the Company may be required to repurchase the notes for cash at a price equal to the principal amount plus accrued but unpaid interest.
 
 
If conversion occurs in connection with certain changes in control, the Company may be required to deliver additional shares of the Company’s common stock (a “make whole” premium) by increasing the conversion rate with respect to such notes
 
 
 
 
 
 
 
Share issuable upon conversion
 
The Company may issue additional share up to 11,686,075 under almost all conditions and up to 14,315,419 under the “make-whole” premium
 
The Company may issue additional share up to 5,659,245 under almost all conditions and up to 7,215,535 under the “make- whole” premium
 
The Company may issue additional share up to 7,048,880 under almost all conditions and up to 8,987,322 under the “make- whole” premium
 
 
 
 
 
 
 
Guarantee
 
None
 
Unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company’s wholly-owned U.S. subsidiaries as well as the Company's wholly-owned Canadian subsidiaries through the earlier of repayment or December 21, 2012.
(1)
In the event of a “fundamental change” or exceeding the aforementioned average pricing thresholds, the Company would be required to classify the amount outstanding as a current liability.
5.75% Senior Notes due 2022 [Member]
 
Schedule of Long-Term-Debt
The Company's 5.75% Senior Notes are summarized in the table below:
 
5.75% Senior Notes
(in millions)
December 31, 2012
Face Value
$600.0
Fair Value (Level 2)
619.5
Interest Rate
5.75%
Interest Payment
Semi-Annual: Apr 1 & Oct 1
Maturity Date
October 2022
Guarantee
Jointly and severally guaranteed by the Company's wholly owned U.S. subsidiaries
 
 
5.75% Senior Notes
 
Beginning Date
Percentage
Call Option (1)
October 1, 2017
102.875
%
 
October 1, 2018
101.917
%
 
October 1, 2019
100.958
%
 
October 1, 2020 and thereafter
100.000
%
(1)
The Company may, at its option, redeem the 5.75% Senior Notes on or after the stated beginning dates at percentages noted above (plus accrued and unpaid interest). Additionally, the Company, may on or prior to October 1, 2015 redeem in the aggregate up to 35% of the aggregate principal amount of 5.75% Senior Notes issued with the cash proceeds from one or more equity offerings, at a redemption price in cash equal to 105.75% of the principal plus accrued and unpaid interest so long as (i) at least 65% of the aggregate principal amount of the 5.75% Senior Notes issued remains outstanding immediately after giving effect to any such redemption; and (ii) notice of any such redemption is given within 60 days after the date of the closing of any such equity offering. In addition, at any time prior to October 1, 2017, the Company may redeem some or all of the 5.75% Senior Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, plus a make whole premium.
Convertible Debt [Member]
 
Schedule of Long-Term-Debt
The Company’s convertible debt instruments outstanding as of December 31, 2012 and 2011 were as follows:
 
 
Subordinated Notes Due in 2029
 
1.00% Senior Convertible Notes
 
0.875% Convertible
Notes
 
 
 
 
 
 
 
(in millions)
 
Dec 31, 2012
 
Dec 31, 2011
 
Dec 31, 2012
 
Dec 31, 2011
 
Dec 31, 2012
 
Dec 31, 2011
Face value
 
$
429.5

 
$
429.5

 
$

 
$
10.6

 
$
355.0

 
$
355.0

Debt discount
 
(263.0
)
 
(264.4
)
 

 
(0.5
)
 
(20.4
)
 
(40.6
)
Book value
 
166.5

 
165.1

 

 
10.1

 
334.6

 
314.4

Fair value (Level 1)
 
464.1

 
412.3

 

 
9.8

 
349.7

 
329.7

Maturity date
 
Nov 2029
 
Oct 2012
 
Nov 2013
Stated annual interest rate
 
4.50% until Nov 2019
2.25% until Nov 2029
 
1.00% until Oct 2012
 
0.875% until Nov 2013
Interest payments
 
Semi-annually:
May 15 & Nov 15
 
Semi-annually:
Apr 15 & Oct 15
 
Semi-annually:
May 15 & Nov 15
7.125% Senior Notes and Senior Floating Rate Notes [Member]
 
Schedule of Long-Term-Debt
An exchange offer commenced on June 11, 2007 and was completed on July 26, 2007 to replace the unregistered Notes with registered Notes with like terms pursuant to an effective Registration Statement on Form S-4.
 
 
7.125% Senior Notes
 
Senior Floating Rate Notes
(in millions)
 
Dec 31, 2012
 
 
Dec 31, 2011
 
Dec 31, 2012
 
 
Dec 31, 2011
Face value
 
$

 
 
$
200.0

 
$
125.0

 
 
$
125.0

Fair value (Level 1)
 

 
 
198.5

 
122.7

 
 
117.5

Interest rate
 

 
 
7.125
%
 
2.7
%
 
 
3.0
%
Interest payment
 
Semi-annually:
Apr 1 & Oct 1
 
3-month LIBOR rate plus 2.375%
Quarterly: Jan 1, Apr 1, Jul 1 & Oct 1
Maturity date
 
Apr 2017
 
Apr 2015
Guarantee
 
Jointly and severally guaranteed by the Company’s wholly-owned U.S. subsidiaries as well as the Company's wholly-owned Canadian subsidiaries through the earlier of repayment or December 21, 2012.
Call Option (1)
 
Beginning Date
 
 
Percentage
 
Beginning Date
 
 
Percentage
 
 
April 1, 2012
 
103.563
%
 
April 1, 2009
 
102.0
%
 
 
April 1, 2013
 
102.375
%
 
April 1, 2010
 
101.0
%
 
 
April 1, 2014
 
101.188
%
 
April 1, 2011
 
100.0
%
 
 
April 1, 2015
 
100.000
%
 
 
 
 
 
(1)
The Company may, at its option, redeem the Notes on or after the following dates and percentages (plus interest due)
Spanish Term Loan [Member]
 
Schedule of Long-Term-Debt
The table below provides a summary of the Company’s term loans and corresponding fixed interest rate swaps. The proceeds from the Spanish Term Loans were used to partially fund the acquisition of Enica Biskra and for general working capital purposes. There is no remaining availability under these Spanish Term Loans.
 
 
Spanish Term Loans (1)
(in millions)
 
Dec 31, 2012
 
Dec 31, 2011
Outstanding borrowings
 
$
14.6

 
$
31.4

Fair Value (Level 2)
 
14.8

 
32.0

Interest rate — weighted average (2)
 
3.7
%
 
3.7
%
(1)
The terms of the Spanish Term Loans are as follows:
(in millions)
 
Original Amount
 
Issuance Date
 
Maturity Date
 
Interest rate
 
Loan and Interest Payable
Interest Rate Swap (2)
Term Loan 1
 
20.0 Euros
 
Feb 2008
 
Feb 2013
 
Euribor +0.5%
 
Semi-annual: Aug and Feb
4.20
%
Term Loan 2
 
10.0 Euros
 
Apr 2008
 
Apr 2013
 
Euribor +0.75%
 
Semi-annual: Apr and Oct
4.58
%
Term Loan 3
 
21.0 Euros
 
Jun 2008
 
Jun 2013
 
Euribor +0.75%
 
Quarterly: Mar, Jun, Sept and Dec
4.48
%
Term Loan 4
 
15.0 Euros
 
Sept 2009
 
Aug 2014
 
Euribor +2.0%
 
Quarterly: Mar, Jun, Sept and Dec
Principal payments: Feb and Aug
1.54
%

(2)
The Company entered into fixed interest rate swaps to coincide with the terms and conditions of the term loans that will effectively hedge the variable interest rate with a fixed interest rate.
Asset Based Revolving Credit Facility [Member]
 
Schedule of Credit Facilities
The Company's Revolving Credit Facility as of the respective dates are summarized in the table below:
 
Revolving Credit Facility
(in millions)
Dec 31, 2012
 
Dec 31, 2011
Outstanding borrowings
$

 
$
34.9

Total credit under facility
700.0

 
400.0

Undrawn availability
515.3

 
336.0

Interest rate
1.5
%
 
2.9
%
Outstanding letters of credit
$
18.3

 
$
20.2

Original issuance
Jul 2011
 
Jul 2011
Maturity date
Jul 2017
 
Jul 2016
Europe And Mediterranean Credit Facilities [Member]
 
Schedule of Credit Facilities
The Company’s Europe and Mediterranean credit facilities are summarized in the table below:
 
 
Europe and Mediterranean Credit Facilities
(in millions)
 
Dec 31, 2012
 
Dec 31, 2011
Outstanding borrowings
 
$
14.7

 
$
27.4

Undrawn availability
 
82.5

 
108.8

Interest rate — weighted average
 
6.4
%
 
5.2
%
Maturity date
 
Various
Europe And Mediterranean Uncommitted Accounts Receivable Facilities [Member]
 
Schedule of Credit Facilities
The Company’s Europe and Mediterranean uncommitted accounts receivable facilities are summarized in the table below:
 
 
Uncommitted Accounts Receivable Facilities
(in millions)
 
Dec 31, 2012
 
Dec 31, 2011
Outstanding borrowings
 
$
4.0

 
$
2.1

Undrawn availability
 
42.8

 
69.2

Interest rate — weighted average
 
2.1
%
 
2.0
%
Maturity date
 
Various
Rest Of World Credit Facilities [Member]
 
Schedule of Credit Facilities
The Company’s ROW credit facilities are summarized in the table below:
 
 
ROW Credit Facilities
(in millions)
 
Dec 31, 2012
 
Dec 31, 2011
Outstanding borrowings
 
$
170.0

 
$
118.0

Undrawn availability
 
336.9

 
270.1

Interest rate — weighted average
 
5.5
%
 
3.8
%
Maturity date
 
Various