7. Debt

Debt is comprised of the following at March 31, 2014 and December 31, 2013:


(in millions)	March 31, 2014			December 31, 2013
Senior Secured Credit Facility Term Loans	$	2,098.0		$	2,127.4
6¹⁄₈% Senior Notes due 2022 (a)		300.0			300.0
7¹⁄₂% Senior Subordinated Notes due 2017 (b)		653.8			654.1
7¹⁄₂% Senior Subordinated Notes due 2020 (b)		477.9			477.1
1⁷⁄₈% Senior Subordinated Convertible Notes due 2018 (c)		436.1			433.0
1¹⁄₂% Senior Subordinated Convertible Notes due 2019 (c)		220.3			218.5
1¹⁄₈% Senior Subordinated Convertible Notes due 2034 (c)		471.5			—
Securitization Facility		457.7			477.9
Non-U.S. borrowings		58.7			45.6
Other		8.3			8.8

Total debt		5,182.3			4,742.4

Less: current portion		(660.4	)		(655.1	)

Total long-term debt	$	4,521.9		$	4,087.3

(a)	The “Senior Notes.”

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

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

Senior Subordinated Notes

During April 2014, the Company redeemed the entire principal amount outstanding for both the U.S. dollar tranche and the Euro dollar tranche of the 7¹⁄₂% Senior Subordinated Notes due 2020 for total consideration, excluding accrued interest, of $523 (the “Redemption”). As a result of these debt extinguishments, the Company expects to record an estimated loss on the extinguishment of debt of approximately $54 during the second quarter of 2014, primarily comprised of prepayment premiums and a non-cash charge due to the write-off of deferred debt issuance costs.

Senior Subordinated Convertible Notes

In March 2014, the Company completed a private offering for the sale of $690 aggregate principal amount of 1¹⁄₈% senior subordinated Convertible Notes due 2034 (the “2034 Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and received net proceeds of approximately $674, after deducting fees and expenses. The proceeds were used to repurchase shares of the Company’s common stock (see Note 11) and for the Redemption, and the remainder will be used for general corporate purposes. The initial conversion rate is approximately 13.36 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 2034 Convertible Notes, which is equivalent to an initial conversion price of approximately $74.86 per share. On or after March 18, 2024, the Company may redeem any or all of the 2034 Convertible Notes, subject to certain exceptions and conditions, in cash at a redemption price equal to the principal amount of 2034 Convertible Notes to be redeemed, plus accrued and unpaid interest. The holders of the 2034 Convertible Notes may require the Company to repurchase for cash all or a portion of the 2034 Convertible Notes on March 15, 2024 at a repurchase price equal to the principal amount of the 2034 Convertible Notes to be repurchased, plus accrued and unpaid interest. Additionally, if the Company undergoes a fundamental change (as defined in the indenture governing the 2034 Convertible Notes) prior to maturity, holders of the 2034 Convertible Notes may require the Company to repurchase for cash some or all of their 2034 Convertible Notes at a repurchase price equal to the principal amount of the 2034 Convertible Notes being repurchased, plus accrued and unpaid interest.

The 2034 Convertible Notes are convertible only under the following circumstances:

•

prior to December 15, 2033, on any date during any calendar quarter beginning after June 30, 2014 (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 December 15, 2033, 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 December 15, 2033, 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 we engage in certain other corporate transactions;

•

prior to December 15, 2033, 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 2034 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;

•

if the Company calls any 2034 Convertible Notes for redemption; or

•

on or after December 15, 2033, 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 2034 Convertible Notes with cash. At the date of issuance, the estimated fair values of the liability and equity components of the 2034 Convertible Notes was approximately $470.8 and $219.2, respectively, resulting in an effective annual interest rate, considering debt issuance costs, of approximately 5.5%. The amount allocated to the equity component is recorded as a discount to the original aggregate principal amount of the 2034 Convertible Notes.

Other

At March 31, 2014 and December 31, 2013, 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.