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Long-Term Debt
9 Months Ended
Sep. 30, 2011
Long-Term Debt 
Long-Term Debt

 

8. Long-Term Debt

 

(in millions)    September 30,
2011
    December 31,
2010
 

North America

    

Subordinated Convertible Notes due 2029

   $ 429.5      $ 429.5   

Debt discount on Subordinated Convertible Notes due 2029

     (264.7     (265.6

1.00% Senior Convertible Notes due 2012

     10.6        10.6   

Debt discount on 1.00% Senior Convertible Notes due 2012

     (0.6     (1.1

0.875% Convertible Notes due 2013

     355.0        355.0   

Debt discount on 0.875% Convertible Notes due 2013

     (45.4     (59.5

7.125% Senior Notes due 2017

     200.0        200.0   

Senior Floating Rate Notes

     125.0        125.0   

Revolving Credit Facility

     20.9        —     

Other

     9.0        9.0   

Europe and Mediterranean

    

Spanish Term Loan

     35.2        50.1   

Credit facilities

     22.0        38.1   

Uncommitted accounts receivable facilities

     —          —     

Other

     12.8        15.3   

Rest of World ("ROW")

    

Credit facilities

     155.2        79.1   
  

 

 

   

 

 

 

Total debt

     1,064.5        985.5   

Less current maturities

     183.9        121.0   
  

 

 

   

 

 

 

Long-term debt

   $ 880.6      $ 864.5   
  

 

 

   

 

 

 

At September 30, 2011, maturities of long-term debt during twelve month periods beginning September 30, 2011 through September 30, 2016 are $183.9 million, $31.4 million, $319.9 million, $26.8 million and $127.5 million, respectively, and $375.0 million thereafter. As of September 30, 2011 and December 31, 2010, the Company was in compliance with all debt covenants as discussed below.

The Company's convertible debt instruments outstanding as of September 30, 2011 and December 31, 2010 are as follows:

 

     Subordinated Convertible
Notes
    1.00% Senior Convertible
Notes
    0.875% Convertible
Notes
 
(in millions)    September 30,
2011
    December 31,
2010
    September 30,
2011
    December 31,
2010
    September 30,
2011
    December 31,
2010
 

Face value

   $ 429.5      $ 429.5      $ 10.6      $ 10.6      $ 355.0      $ 355.0   

Debt discount

     (264.7     (265.6     (0.6     (1.1     (45.4     (59.5

Book value

     164.8        163.9        10.0        9.5        309.6        295.5   

Fair value

     378.5        521.0        10.0        9.7        326.6        350.6   

Maturity date

     November 2029        October 2012        November 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 & November 15

  

 

   

 

Semi-annually:

April 15 & October 15

  

 

   

 

Semi-annually:

May 15 & November 15

  

 

The 1.00% Senior Convertible Notes and the 0.875% Convertible Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company's wholly-owned U.S. and Canadian subsidiaries. For additional information on the convertible notes, refer to the Company's 2010 Annual Report on Form 10-K.

Subordinated Convertible Notes

The Company's Subordinated Convertible Notes were issued on December 15, 2009 in the amount of $429.5 million. The notes and the common stock issuable upon conversion were registered on a Registration Statement on Form S-4, initially filed with the SEC on October 27, 2009, as amended and as declared effective by the SEC on December 15, 2009. At issuance, the Company separately accounted for the liability and equity components of the instrument, based on the Company's nonconvertible debt borrowing rate on the instrument's issuance date of 12.5%. At issuance, the liability and equity components were $162.9 million and $266.6 million, respectively. The equity component (debt discount) is being amortized to interest expense based on the effective interest method. There were no proceeds generated from the transaction and the Company incurred issuance fees and expenses of approximately $14.5 million as a result of the exchange offer which have been proportionately allocated to the liability and equity components of the subordinate notes due in 2029.

 

1.00% Senior Convertible Notes

As a result of the aforementioned exchange offer of Subordinated Convertible Notes due in 2029, approximately 97.8% or $464.4 million of the Company's 1.00% Senior Convertible Notes were validly tendered. As of December 15, 2009, there were $10.6 million of the 1.00% Senior Convertible Notes outstanding. The Company's 1.00% Senior Convertible Notes were originally issued in September 2007 in the amount of $475.0 million and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Subsequently, on September 30, 2008, the resale of the notes and the common stock issuable upon conversion of the notes was registered on a Registration Statement on Form S-3. The Company separately accounted for the liability and equity components of the instrument based on the Company's nonconvertible debt borrowing rate on the instrument's issuance date of 7.5%. At issuance, the liability and equity components were $348.2 million and $126.8 million, respectively. At the exchange date December 15, 2009, the liability and equity components were $389.7 million and $74.7 million, respectively. The equity component (debt discount) is being amortized to interest expense based on the effective interest method.

Proceeds from the 1.00% Senior Convertible Notes were used to partially fund the purchase price of $707.6 million related to the PDIC acquisition and to pay transaction costs of approximately $12.3 million directly related to the issuance which have been allocated to the liability and equity components in proportion to the allocation of proceeds.

0.875% Convertible Notes

The Company's 0.875% Convertible Notes were issued in November of 2006 in the amount of $355.0 million. At the time of issuance, the notes and the common stock issuable upon conversion of the notes were registered on a Registration Statement on Form S-3ASR which was renewed on September 30, 2009 when the Company filed a Renewal Registration Statement for the underlying common stock on Form S-3ASR. The Company separately accounted for the liability and equity components of the instrument based on the Company's nonconvertible debt borrowing rate on the instrument's issuance date of 7.35%. At issuance, the liability and equity components were $230.9 million and $124.1 million, respectively. The equity component (debt discount) is being amortized to interest expense based on the effective interest method.

Concurrent with the sale of the 0.875% Convertible Notes, the Company purchased note hedges that are designed to mitigate potential dilution from the conversion of the 0.875% Convertible Notes in the event that the market value per share of the Company's common stock at the time of exercise is greater than approximately $50.36. Under the note hedges that cover approximately 7,048,880 shares of the Company's common stock, the counterparties are required to deliver to the Company either shares of the Company's common stock or cash in the amount that the Company delivers to the holders of the 0.875% Convertible Notes with respect to a conversion, calculated exclusive of shares deliverable by the Company by reason of any additional make whole premium relating to the 0.875% Convertible Notes or by reason of any election by the Company to unilaterally increase the conversion rate as permitted by the indenture governing the 0.875% Convertible Notes. The note hedges expire at the close of trading on November 15, 2013, which is also the maturity date of the 0.875% Convertible Notes, although the counterparties will have ongoing obligations with respect to 0.875% Convertible Notes properly converted on or prior to that date as to which the counterparties have been timely notified.

The Company issued warrants to counterparties that could require the Company to issue up to approximately 7,048,880 shares of the Company's common stock in equal installments on each of the fifteen consecutive business days beginning on and including February 13, 2014. The strike price is $76.00 per share, which represents a 92.4% premium over the closing price of the Company's shares of common stock on November 9, 2006. The warrants are expected to provide the Company with some protection against increases in the common stock price over the conversion price per share.

The note hedges and warrants are separate and legally distinct instruments that bind the Company and the counterparties and have no binding effect on the holders of the 0.875% Convertible Notes. In addition, the note hedges and warrants were recorded as a charge and an increase, respectively, in additional paid-in capital in total equity as separate equity transactions.

Proceeds from the offering were used to decrease outstanding debt $87.8 million, including accrued interest, under the Company's Revolving Credit Facility, to pay $124.5 million for the cost of the note hedges, and to pay transaction costs of approximately $9.4 million directly related to the issuance which have been allocated to the liability and equity components in proportion to the allocation of proceeds. Additionally, the Company received $80.4 million in proceeds from the issuance of the warrants. At the conclusion of these transactions, the net effect of the receipt of the funds from the 0.875% Convertible Notes and the payments and proceeds mentioned above was an increase in cash of approximately $213.7 million, which is being used by the Company for general corporate purposes including acquisitions.

7.125% Senior Notes and Senior Floating Rate Notes

The Company's $325.0 million in aggregate principal amount of senior unsecured notes, comprised of $125.0 million of Senior Floating Rate Notes due 2015 (the "Senior Floating Rate Notes") and $200.0 million of 7.125% Senior Fixed Rate Notes due 2017 (the "7.125% Senior Notes" and together, the "Notes") were offered and sold in private transactions in accordance with Rule 144A and Regulation S under the Securities Act on March 21, 2007. 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)    September 30,
2011
         December 31,
2010
    September 30,
2011
         December 31,
2010
 

Face value

   $ 200.0         $ 200.0      $ 125.0         $ 125.0   

Fair value

     200.0           197.5        117.2           114.4   

Interest rate

     7.125        7.125     2.7        2.7

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

     April 2017        July 2015   

Guarantee

     Jointly and severally guaranteed by the Company's wholly-owned U.S. and Canadian  subsidiaries   
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       

The Notes' indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to (i) pay dividends on, redeem or repurchase the Company's capital stock; (ii) incur additional indebtedness; (iii) make investments; (iv) create liens; (v) sell assets; (vi) engage in certain transactions with affiliates; (vii) create or designate unrestricted subsidiaries; and (viii) consolidate, merge or transfer all or substantially all assets. However, these covenants are subject to important exceptions and qualifications, one of which will permit the Company to declare and pay dividends or distributions on the Series A preferred stock provided there is no default on the Notes and certain financial conditions are met.

Proceeds from the Notes of $325.0 million, less approximately $7.9 million of cash payments for fees and expenses that are being amortized over the life of the Notes, were used to pay approximately $285.0 million for 9.5% Senior Notes, $9.3 million for accrued interest on the 9.5% Senior Notes and $20.5 million for tender fees and the inducement premium on the 9.5% Senior Notes, leaving net cash proceeds of approximately $2.3 million which were used for general corporate purposes.

Asset-Based Revolving Credit Facility ("Revolving Credit Facility")

On July 22, 2011 the Company entered into a new $400 million asset-based revolving credit facility. The Revolving Credit Facility replaced the Company's prior $400 million Senior Secured Revolving Credit Facility ("Terminated Credit Facility") which was set to mature in July 2012. The Revolving Credit Facility contains restrictions in areas consistent with the Terminated Credit Facility, including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. In the aggregate, however, the restrictions in the Revolving Credit Facility provide the Company greater flexibility than those under the Terminated Credit Facility, and generally only apply in the event that the Company's availability under the Revolving Credit Facility falls below certain specific thresholds.

The Revolving Credit Facility has a term of five years, and provides for a committed revolving credit line of up to $400 million, of which $40 million is available in a Canadian multi-currency tranche. The Revolving Credit Facility includes a springing maturity concept which is generally applicable only if its $355 million convertible notes due 2013 or its $125 million senior floating rates due 2015 are not repaid or refinanced within 90 days of their maturity. The commitment amount under the Revolving Credit Facility may be increased by an additional $100 million, subject to certain conditions and approvals as set forth in the credit agreement. The Company capitalized $4.8 million in deferred financing costs in connection with the Revolving Credit Facility in the third quarter of 2011. Also, in the third quarter the Company expensed $1.3 million in unamortized fees and expenses related to the Terminated Credit Facility. The Revolving Credit Facility requires maintenance of a minimum fixed charge coverage ratio of one to one if availability under the Revolving Credit Facility is less than $40 million or 10% of the then existing aggregate lender commitment under the facility.

The Revolving Credit Facility may be used for refinancing certain existing indebtedness and will continue to be used for working capital and general corporate purposes and is guaranteed by substantially all of the U.S. and Canadian assets (excluding certain intellectual property and Canadian real estate) of the Company and certain of its U.S. and Canadian subsidiaries and by a pledge of 65% of the equity interests of certain of the Company's foreign subsidiaries.

Borrowings under the Revolving Credit Facility bear interest based on the daily balance outstanding at an applicable rate per annum calculated quarterly and varied based on the Company's average availability as set forth in the credit agreement. The Revolving Credit Facility also carries a commitment fee equal to the available but unused borrowings multiplied by an applicable margin (varying from 0.375% to 0.50%).

The Company's Revolving Credit Facility and Terminated Credit Facility as of the respective dates are summarized in the table below:

 

     Revolving Credit Facility / Terminated
Credit Facility
 
(in millions)    September 30, 2011     December 31, 2010  

Outstanding borrowings

   $      $ —     

Undrawn availability

     359.5        371.5   

Interest rate

     3.8     —     

Outstanding letters of credit

     19.6        18.5   

Original issuance

     July 2011        November 2003   

Maturity date

     July 2016     

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)    September 30,
2011
    December 31,
2010
 

Outstanding borrowings

   $ 35.2      $ 50.1   

Interest rate – weighted average(2)

     3.7     3.7

 

 

Europe and Mediterranean Credit Facilities

The Company's Europe and Mediterranean credit facilities are summarized in the table below:

 

     Europe and Mediterranean credit
facilities
 
(in millions)    September 30,
2011
    December 31,
2010
 

Outstanding borrowings

   $ 22.0      $ 38.1   

Undrawn availability

     109.3        125.4   

Interest rate – weighted average

     5.3     3.1

Maturity date

     Various   

Europe and Mediterranean Uncommitted Accounts Receivable Facilities

The Company's Europe and Mediterranean uncommitted accounts receivable facilities are summarized in the table below:

 

     Uncommitted accounts
receivable facilities
 
(in millions)    September 30,
2011
     December 31,
2010
 

Outstanding borrowings

   $ —         $ —     

Undrawn availability

     72.3         113.7   

Interest rate – weighted average

     —           —     

Maturity date

     Various   

The Spanish Term Loans and certain credit facilities held by the Company's Spain subsidiary are subject to certain financial ratios of the Company's European subsidiaries, which include minimum net equity and net debt to EBITDA (earnings before interest, taxes, depreciation and amortization). At September 30, 2011 and December 31, 2010, the Company was in compliance with all covenants under these facilities.

 

ROW credit facilities

The Company's ROW credit facilities are summarized in the table below:

 

     ROW credit facilities  
(in millions)    September 30,
2011
    December 31,
2010
 

Outstanding borrowings

   $ 155.2      $ 79.1   

Undrawn availability

     295.0        279.3   

Interest rate – weighted average

     3.3     3.4

Maturity date

     Various   

The Company's ROW credit facilities are short term loans utilized for working capital purposes. Certain credit facilities are subject to financial covenants. The Company was in compliance with all covenants under these facilities as of September 30, 2011 and December 31, 2010.