Note 12: Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt and other borrowing arrangements were as follows:


	December 31,
	2012			2011
	(In thousands)
Senior secured credit facility:
Term Loan	$	247,714		$	—
Revolving credit agreement		198,270			—

Total senior secured credit facility		445,984			—

Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000			—
9.25% Senior subordinated notes due 2019		5,221			200,926
7.0% Senior subordinated notes due 2017		—			350,000

Total senior subordinated notes		705,221			550,926


Total debt and other borrowing arrangements		1,151,205			550,926
Less current maturities of Term Loan		(15,678	)		—

Long-term debt	$	1,135,527		$	550,926

Senior Secured Facility

In July 2012, we amended our senior secured credit facility (Senior Secured Facility) and borrowed a CAD$250.0 million term loan (the Term Loan) in order to fund a portion of the purchase price for the acquisition of Miranda (see Note 3). The Term Loan matures in 2017 and requires quarterly amortization payments. Interest on the Term Loan is variable, based upon the three-month Canadian money-market rate plus an applicable spread (3.6% at December 31, 2012). We paid $1.7 million of fees associated with the Term Loan, which are being amortized over the life of the Term Loan using the effective interest method.

The borrowing capacity under the revolving credit agreement of our Senior Secured Facility is $400.0 million, and it matures on April 25, 2016. Under the revolving credit agreement, we are permitted to borrow and re-pay funds in various currencies. Interest on outstanding borrowings is variable, based on either the three month LIBOR rate or the prime rate. As of December 31, 2012, we had 150.0 million euros ($198.3 million) of borrowings outstanding under the revolving credit agreement, which were used to fund a portion of the purchase price for the acquisition of PPC (see Note 3). We had $187.6 million in available borrowing capacity, as our borrowing capacity is also reduced by outstanding credit instruments of $14.1 million. We pay a commitment fee on our available borrowing capacity, which ranges from 0.25% to 0.50%, depending on our leverage ratio.

In 2011, we paid $3.3 million of fees associated with the revolving credit agreement, which are being amortized over the life of the revolving credit agreement using the effective interest method.

Borrowings under our Senior Secured Facility are secured by certain of our assets in the United States as well as the capital stock of certain of our subsidiaries. The Senior Secured Facility contains a leverage ratio covenant and a fixed charge coverage ratio covenant. As of December 31, 2012, we were in compliance with all of the covenants of the Senior Secured Facility.

Senior Subordinated Notes

In August 2012, we issued $700.0 million aggregate principal amount of 5.5% senior subordinated notes due 2022. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2019 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility. Interest is payable semiannually on March 1 and September 1 of each year, beginning March 1, 2013. We paid $13.7 million of fees associated with the issuance of the notes, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transaction to fund the repurchase of certain of our senior subordinated notes due 2017 and 2019, as discussed below, and for general corporate purposes.

During the year ended December 31 2012, we repurchased all $350.0 million of our senior subordinated notes due 2017 for cash consideration of $363.1 million, and $194.8 million of our senior subordinated notes due 2019 for cash consideration of $226.7 million. We recorded a loss on extinguishment of debt of $52.5 million, including the write-off of unamortized debt issuance costs related to these instruments.

As of December 31, 2012, $5.2 million aggregate principal amount of our senior subordinated notes due 2019 remain outstanding. The senior subordinated notes due 2019 have a carrying value of $5.2 million, a coupon interest rate of 9.25%, and an effective interest rate of 9.75%. The interest on the 2019 notes is payable semiannually on June 15 and December 15. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with any future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Senior Secured Facility.

The senior subordinated notes due 2019 and 2022 are redeemable after June 15, 2014 and September 1, 2017, respectively, at the following redemption prices as a percentage of the face amount of the notes:


Senior Subordinated Notes due 2019		Senior Subordinated Notes due 2022
Year	Percentage	Year	Percentage
2014	104.625%	2017	102.750%
2015	103.083%	2018	101.833%
2016	101.542%	2019	100.917%
2017 and thereafter	100.000%	2020 and thereafter	100.000%

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes at December 31, 2012 and 2011 was approximately $725.2 million and $561.4 million, respectively, based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $705.2 million and $550.9 million as of December 31, 2012 and 2011, respectively. We believe the fair values of our variable rate Term Loan and the amounts outstanding under our revolving credit agreement approximate book value.

Maturities

Maturities on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 2012 are as follows (in thousands):


2013	$	15,678
2014		25,085
2015		28,221
2016		235,897
2017		141,103
Thereafter		705,221

	$	1,151,205