7. Debt

Debt is comprised of the following at September 30, 2013 and December 31, 2012:


(in millions)	September 30, 2013			December 31, 2012
Senior Secured Credit Facility Term Loans	$	1,410.6		$	1,235.5
8% Senior Notes due 2016		—			295.7
6¹⁄₈% Senior Notes due 2022 (a)		300.0			300.0
7¹⁄₂% Senior Subordinated Notes due 2017 (b)		654.4			655.3
7¹⁄₂% Senior Subordinated Notes due 2020 (b)		473.7			468.4
1⁷/₈% Senior Subordinated Convertible Notes due 2018 (c)		429.9			420.9
1¹⁄₂% Senior Subordinated Convertible Notes due 2019 (c)		216.6			—
Securitization Facility		377.9			383.8
Revolving Credit Facility		—			—
Non-U.S. borrowings		35.4			31.8
Other		5.6			6.7

Total debt		3,904.1			3,798.1

Less: current portion		(524.3	)		(504.7	)

Total long-term debt	$	3,379.8		$	3,293.4

(a)	The “Senior Notes.”

(b)	Collectively, the “Senior Subordinated Notes.”

(c)	Collectively, the “Senior Subordinated Convertible Notes.”

Senior Secured Credit Facility

In October 2013, the Company entered into an amendment to its senior secured credit facility (the “Facility”), which resulted in, among other things, the Company borrowing an additional $750 under a new senior secured term loan B1 facility that matures in September 2020 and bears interest at LIBOR plus a spread of 275 basis points. The proceeds were used to fund a portion of the YCC Acquisition.

In March 2013, the Company entered into an amendment to the Facility, which resulted in, among other things, lowering the spread on the term loan A and term loan B facilities and the Company borrowing an additional $250 under the existing senior secured term loan A portion of the Facility that matures in March 2016 and bears interest at LIBOR plus a spread of 200 basis points. Additionally, following the amendment, the existing senior secured term loan B portion of the Facility, which matures in March 2018, bears interest at LIBOR plus a spread of 250 basis points. The proceeds were used to fund the repurchase of all of the outstanding principal amount of the Company’s 8% Senior Notes due 2016 (the “Notes”).

Senior Notes

On March 14, 2013, the Company commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding principal amount of the Notes. In March 2013, pursuant to the Tender Offer, the Company repurchased approximately $168 aggregate principal amount of the Notes for total consideration, excluding accrued interest, of $176. The remaining $132 aggregate principal amount of the Notes was repurchased in May 2013 for total consideration, excluding accrued interest, of $137 (the “Redemption”).

Senior Subordinated Convertible Notes

In June 2013, the Company completed a private offering for the sale of $265 aggregate principal amount of 1¹⁄₂% senior subordinated convertible notes due 2019 (the “Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and received net proceeds of approximately $259, after deducting fees and expenses. The proceeds will be used for general corporate purposes. The conversion rate is approximately 17.1 shares of the Company’s common stock (subject to customary adjustments, including in connection with a fundamental change transaction) per $1 thousand principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $58.46 per share. The Convertible Notes are not subject to redemption at the Company’s option prior to the maturity date. If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Notes) prior to maturity, holders of the Convertible Notes will have the right, at their option, to require the Company to repurchase for cash some or all of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes being repurchased, plus accrued and unpaid interest.

The Convertible Notes will be convertible only under the following circumstances:

•

prior to March 1, 2019, on any date during any calendar quarter beginning after June 30, 2013 (and only during such calendar quarter) if the closing sale price of our common stock was more than 130% of the then current conversion price for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the previous calendar quarter;

•

prior to March 1, 2019, if the Company distributes to all or substantially all holders of its common stock rights, options or warrants entitling them to purchase, for a period of 60 calendar days or less from the declaration date for such distribution, shares of our common stock at a price per share less than the average closing sale price of our common stock for the ten consecutive trading days immediately preceding, but excluding, the declaration date for such distribution;

•

prior to March 1, 2019, if the Company distributes to all or substantially all holders of its common stock cash, other assets, securities or rights to purchase our securities, which distribution has a per share value exceeding 10% of the closing sale price of our common stock on the trading day immediately preceding the declaration date for such distribution, or if the Company engages in certain other corporate transactions;

•

prior to March 1, 2019, during the five consecutive business-day period following any ten consecutive trading-day period in which the trading price per $1 thousand principal amount of Convertible Notes for each trading day during such ten trading-day period was less than 98% of the closing sale price of our common stock for each trading day during such ten trading-day period multiplied by the then current conversion rate; or

•

on or after March 1, 2019, and on or prior to the close of business on the second scheduled trading day immediately preceding the maturity date, without regard to the foregoing conditions.

Upon conversion, holders will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof. It is the Company’s intent to settle the principal amount and accrued interest on the Convertible Notes with cash. At the date of issuance, the estimated fair value of the liability and equity components of the Convertible Notes was approximately $214 and $51, respectively, resulting in an effective annual interest rate, considering debt issuance costs, of approximately 5.6%. The amount allocated to the equity component is recorded as a discount to the original aggregate principal amount of the Convertible Notes.

Securitization Facility

In October 2013, the Company entered into an amendment to its securitization facility that, in part, increased maximum borrowings from $400 to $500 and extended the maturity date until October 2016. Following the amendment, the borrowing rate margin is 0.80% and the unused line fee is 0.40% per annum.

Other

During the nine months ended September 30, 2013, the Company recorded a loss on the early extinguishment of debt of $25.9 related to the Tender Offer, the Redemption and the Facility amendment in March 2013. This loss is primarily comprised of the tender and redemption premiums, the write-off of deferred debt issuance costs and debt discounts and other transaction costs.

At September 30, 2013 and December 31, 2012, the carrying value of total debt approximates fair market value. The fair market value (Level 1 measurement) of the Senior Notes and the Senior Subordinated Notes is based upon quoted market prices. The fair market value (Level 2 measurement) for all other debt instruments is estimated using interest rates currently available to the Company for debt with similar terms and maturities.