XML 128 R20.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt Level 1 (Notes)
12 Months Ended
Dec. 31, 2013
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
Debt
Debt as of December 31 was as follows:
 
2013
 
2012
 
(In thousands)
7.875% Debentures due February 2013
$

 
$
4,757

3.125% Senior Convertible Notes due July 2014
85,256

 

6.75% Senior Notes due April 2015
136,465

 
136,465

6.75% Senior Notes due April 2016
197,377

 
197,377

3.375% Senior Convertible Notes due July 2016
46,279

 

7.0% Senior Notes due June 2017
295,000

 
295,000

7.625% Senior Notes due October 2018
250,000

 
250,000

6.5% Senior Notes due April 2019
200,000

 

7.0% Senior Notes due May 2019
250,000

 
250,000

4.5% Senior Notes due November 2020
200,000

 
200,000

8.0% Senior Notes due November 2021
150,000

 
150,000

5.375% Senior Notes due January 2022
425,000

 

7.5% Senior Notes due April 2027
200,000

 
200,000

Term Loan due July 2018
600,000

 

Bank credit facility due March 2016

 
86,600

Bank credit facility due July 2018
30,000

 

Obligations under capital leases
189,697

 
176,445

Mortgage notes and other debt, maturities through 2050
4,752

 
5,698

Unamortized premiums (discounts) and other, net
42,084

 
(4,292
)
Total debt
3,301,910

 
1,948,050

Less:
 
 
 
Current maturities of debt, capital lease obligations, and mortgage notes
(123,738
)
 
(32,072
)
Current maturities of unamortized (premiums) discounts and other, net
(22,624
)
 
643

Total current maturities
(146,362
)
 
(31,429
)
Total long-term debt
$
3,155,548

 
$
1,916,621


Current maturities of debt at December 31, 2013 primarily comprises the 3.125% Senior Convertible Notes due July 2014, including the related unamortized premium; our capital lease obligations; and mortgage notes. As of February 10, 2014, we have funded an additional $110.0 million from the credit facility to partially fund an aggregate $167.0 million in debt extinguishments comprised of $107.9 million in principal and premiums for our 3.125% Senior Convertible Notes due July 2014 and $59.1 million in principal and premiums for our 3.375% Senior Convertible Notes due July 2016. We did not incur any gains or losses as a result of these transactions.
Our consolidated debt had a weighted average interest rate of 5.25% and 6.28% at December 31, 2013 and 2012, respectively. Approximately 76% and 87% of our total debt had a fixed interest rate at December 31, 2013 and 2012, respectively.
The aggregate maturities of our debt for the five years subsequent to December 31, 2013 and thereafter (in thousands) are as follows:
 
Debt Maturities
Premium (Discount) Maturities
Aggregate Maturities of Debt
2014
$
123,738

$
22,624

$
146,362

2015
180,742

10,522

191,264

2016
260,387

5,947

266,334

2017
335,221

1,499

336,720

2018
915,708

1,749

917,457

2019 and thereafter
1,444,030

(257
)
1,443,773

 
$
3,259,826

$
42,084

$
3,301,910



As mentioned above, we have paid down a total of $167.0 million of debt subsequent to year end including $107.9 million in principal and premiums associated with our 3.125% Senior Convertible Notes due July 2014 and $59.1 million in principal and premiums associated with our 3.375% Senior Convertible Notes due July 2016. We did not incur any gains or losses as a result of these transactions.

Stewart Acquisition Financing
When we entered into a definitive agreement to acquire Stewart on May 28, 2013, the Company also entered into an agreement with a leading bank to provide $1.825 billion of committed financing. This committed financing consisted of a $500 million replacement revolving facility (to be provided in the event amendments to SCI's existing bank credit facility could not be obtained), a $600 million term loan, and a $725 million senior unsecured bridge facility. The unsecured bridge facility was terminated upon consummation of the new $1.1 billion credit agreement and $425 million Senior Notes issuance noted below.
In July 2013, we entered into a new credit agreement with a syndicate of banks. The new $1.1 billion credit agreement replaced the existing $500 million bank credit facility providing for a new $500 million bank credit facility and a $600 million term loan, both maturing in July 2018. On December 23, 2013, we funded $30 million on our revolving credit facility and the entire $600 million term loan in connection with closing the Stewart acquisition. As of February 10, 2014, we have funded an additional $110.0 million to partially fund $167.0 million in debt extinguishments of principal and premiums for our 3.125% Senior Convertible Notes due 2014 and our 3.375% Senior Convertible Notes due 2016 in the amounts of $107.9 million and $59.1 million, respectively. After the acquisition, the credit agreement requires us to use the first $200 million of divestiture proceeds to prepay our term loan while our leverage ratio exceeds 3.75X (net debt to EBITDA as defined in the credit agreement). The new $500 million bank credit facility was used partially to fund the Stewart acquisition, but will primarily exist to provide the Company with flexibility for general corporate purposes.
In June 2013, Stewart launched a consent solicitation from the holders of Stewart's $200 million 6.5% Senior Notes due April 2019, which notes are expected to remain outstanding after our acquisition of Stewart. The consent solicitation requested, among other things, the waiver of the holders' change of control rights as they relate to the Stewart acquisition. Consenting holders received a 0.25% fee based on the aggregate principal amount of notes for which consents were delivered (half of which was immediately payable and half of which was paid upon the closing of the Stewart acquisition), and upon the closing of the Stewart acquisition, SCI provided a guarantee of the notes. This consent solicitation was successful and the applicable waivers were effective upon closing of the Stewart acquisition.
Finally, in July 2013, the Company issued $425 million in 5.375% Senior Notes due January 2022, which were held in escrow. On December 23, 2013 the net proceeds of these notes were released from escrow and used in connection with the closing of the Stewart acquisition. The notes are subject to the provisions of the Company's Senior Indenture dated as of February 1, 1993, as amended, which includes certain covenants limiting, among other things, the creation of liens securing indebtedness and sale-leaseback transactions.
Bank Credit Facility
As of December 31, 2012 we had a $500.0 million bank credit facility due March 2016 with a syndicate of financial institutions, including a sublimit of $175 million for letters of credit. As noted, in July 2013, the company entered into a new $500 million bank credit facility maturing July 2018.
In conjunction with entering into the new bank credit facility, all outstanding cash advances of $86.6 million were repaid. Our new bank credit facility includes a $175 million sublimit for letters of credit and provides us with flexibility for working capital, if needed, and is guaranteed by a majority of our domestic subsidiaries. The subsidiary guaranty is a guaranty of payment of the outstanding amount of the total lending commitment, including letters of credit. The bank credit facility contains certain financial covenants, including a minimum interest coverage ratio, a maximum leverage ratio, and certain dividend and share repurchase restrictions. At December 31, 2013, we had $30 million outstanding cash advances under our bank credit facility and use it to support $32.3 million of letters of credit. As of February 10, 2014, we have $140.0 million outstanding under our credit facility. We pay a quarterly fee on the unused commitment, which was 0.25%. Additionally, with the acquisition of Stewart, we have agreed to maintain $18.8 million in availability under the credit facility until March 23, 2014 to satisfy bonding requirements with the state of Florida. As of December 31, 2013, we have $418.9 million in borrowing capacity under the facility. As of February 10, 2014, we have $308.9 million in borrowing capacity under the facility.
Debt Issuances and Additions
In July 2013, the Company issued $425 million in 5.375% Senior Notes due January 2022. As noted in the Stewart Acquisition Financing above, these funds were held in escrow until we closed on the Stewart acquisition on December 23, 2013. In conjunction with the Stewart acquisition, we assumed $200.0 million, $85.3 million, and $46.3 million in aggregate principle amount of 6.5% senior notes due 2019, 3.125% Senior Convertible Notes due 2014, and 3.375% Senior Convertible Notes due 2016, respectively. These notes had fair value premiums of $10.0 million, $21.7 million, and $14.2 million, respectively, which are included in unamortized premiums (discounts) and other, net above as of December 31, 2013. As of February 10, 2014, we have paid off $35.8 million in premiums associated with the 3.125% Senior Convertible Notes due 2014 and 3.375% Senior Convertible Notes due 2016. We did not incur any gains or losses as a result of these transactions.
In November 2012, we issued $200.0 million of unsecured 4.5% Senior Notes due November 2020. The notes are subject to the provisions of the Company’s Senior Indenture dated as of February 1, 1993, as amended, which includes covenants limiting, among other things, the creation of liens securing indebtedness and sale-leaseback transactions. We used the net proceeds from the offering to repay our 7.375% Senior Notes due October 2014.
Debt Extinguishments and Reductions
In addition to repaying $86.6 million of outstanding cash advances on our previous credit facility during 2013, we paid an aggregate of $31.8 million to repay our remaining $4.8 million 7.875% Debenture due February 2013, to retire $26.4 million in capital lease obligations and to extinguish $0.6 million in other debt. Certain of the above transactions resulted in the recognition of a gain $0.5 million recorded in gains on early extinguishment of debt, net in our Consolidated Statement of Operations. As mentioned above, we have paid down a total of $167.0 million in debt including $107.9 million in principal and premiums associated with our 3.125% Senior Convertible Notes due July 2014 and $59.1 million in principal and premiums associated with our 3.375% Senior Convertible Notes due July 2016. We did not incur any gains or losses as a result of these transactions.
During 2012, we paid an aggregate of $206.6 million, to redeem our 7.375% Senior Notes due October 2014 with a principal amount of $180.7 million and to retire $25.8 million in capital lease obligations. Certain of the above transactions resulted in the recognition of a loss of $22.7 million recorded in (Losses) gains on early extinguishment of debt, net in our Consolidated Statement of Operations, which represents the write-off of unamortized deferred loan costs of $1.3 million and $21.4 million in a make-whole provision paid in cash upon retiring our 7.375% Senior Notes due October 2014. This refinancing allowed the Company to replace 7.375% debt due in 2014 with 4.5% debt due in 2020.
Capital Leases
In 2013, 2012, and 2011 we acquired $40.1 million, $78.9 million, and $31.3 million, respectively, of transportation equipment using capital leases. See additional information regarding these leases in Note 12.
Additional Debt Disclosures
At December 31, 2013 and 2012, we have deposits of $7.6 million and $1.7 million, respectively, in restricted, interest-bearing accounts that were pledged as collateral for various credit instruments and commercial commitments and is included in Deferred charges and other assets in our consolidated balance sheet. Unamortized premium (discounts) and other, net, totaling $42.1 million and $(4.3) million at December 31, 2013 and 2012, respectively, primarily consist of premiums for our 3.125% Senior Convertible Notes due July 2014, 3.375% Senior Convertible Notes due July 2016, and 6.5% Senior Notes due April 2019, partially offset by discounts on our 6.75% Senior Notes due April 2015, 6.75% Senior Notes due April 2016, 7.0% Senior Notes due June 2017, and our 8.0% Senior Notes due November 2021. As of February 10, 2014, we have extinguished $35.8 million in premiums associated with our 3.125% Senior Convertible Notes due 2014 and 3.375% Senior Convertible Notes due 2016. We did not incur any gains or losses as a result of these transactions.
We had assets of approximately $2.1 million and $3.1 million pledged as collateral for the mortgage notes and other debt at December 31, 2013 and 2012, respectively.
Cash interest payments for the three years ended December 31 (in thousands) were as follows:
Payments in 2013
$
125,022

Payments in 2012
131,723

Payments in 2011
129,105


Cash interest payments forecasted as of December 31, 2013 for the five years subsequent to December 31, 2013 and thereafter (in thousands) are as follows:
Payments in 2014
$
164,871

Payments in 2015
156,580

Payments in 2016
143,296

Payments in 2017
127,496

Payments in 2018
112,415

Payments in 2019 and thereafter
255,429