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Long-Term Debt
12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Long-Term Debt

Note G: Long-Term Debt

 

December 31

(add 000)

 

2015

 

 

2014

 

6.6% Senior Notes, due 2018

 

$

299,368

 

 

$

299,123

 

7% Debentures, due 2025

 

 

124,532

 

 

 

124,500

 

6.25% Senior Notes, due 2037

 

 

228,223

 

 

 

228,184

 

4.25% Senior Notes, due 2024

 

 

395,717

 

 

 

395,309

 

Floating Rate Notes, due 2017, interest rate of 1.71% and 1.33% at December 31, 2015 and 2014, respectively

 

 

299,318

 

 

 

298,869

 

Term Loan Facility, due 2018, interest rate of 1.86% and 1.67% at December 31, 2015 and 2014, respectively

 

 

224,075

 

 

 

236,258

 

Other notes

 

 

1,662

 

 

 

3,152

 

Total

 

 

1,572,895

 

 

 

1,585,395

 

Less current maturities

 

 

(19,246

)

 

 

(14,336

)

Long-term debt

 

$

1,553,649

 

 

$

1,571,059

 

 

 

       The Corporation’s 6.6% Senior Notes due 2018, 7% Debentures due 2025,  6.25% Senior Notes due 2037, 4.25% Senior Notes due 2024 and Floating Rate Notes due 2017 (collectively, the “Senior Notes”) are senior unsecured obligations of the Corporation, ranking equal in right of payment with the Corporation’s existing and future unsubordinated indebtedness.  Upon a change of control repurchase event and a resulting below-investment-grade credit rating, the Corporation would be required to make an offer to repurchase all outstanding Senior Notes, with the exception of the 7% Debentures due 2025, at a price in cash equal to 101% of the principal amount of the Senior Notes, plus any accrued and unpaid interest to, but not including, the purchase date.  

 

       All Senior Notes and Debentures are carried net of original issue discount, which is being amortized by the effective interest method over the life of the issue.  Senior Notes are redeemable prior to their respective maturity dates.  The principal amount, effective interest rate and maturity date for the Corporation’s Senior Notes and Debentures are as follows:

 

 

 

Principal

Amount

(add 000)

 

 

Effective

Interest

Rate

 

 

Maturity Date

6.6% Senior Notes

 

$

300,000

 

 

 

6.81

%

 

April 15, 2018

7% Debentures

 

$

125,000

 

 

 

7.12

%

 

December 1, 2025

6.25% Senior Notes

 

$

230,000

 

 

 

6.45

%

 

May 1, 2037

4.25% Senior Notes

 

$

400,000

 

 

 

4.25

%

 

July 2, 2024

Floating Rate Notes

 

$

300,000

 

 

LIBOR+1.10%

 

 

June 30, 2017

 

Borrowings under the Senior Unsecured Credit Facilities bear interest, at the Corporation’s option, at rates based upon the London Interbank Offered Rate (“LIBOR”) or a base rate, plus, for each rate, a margin determined in accordance with a ratings-based pricing grid.  

 

In connection with the issuance of its $300,000,000 Floating Rate Senior Notes due 2017 (the “Floating Rate Notes”) and its $400,000,000 4.25% Senior Notes due 2024 (the “4.25% Senior Notes” and together with the Floating Rate Notes, the “Notes”), the Corporation entered into an indenture, between the Corporation and Regions Bank, as trustee, and a Registration Rights Agreement, among the Corporation, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule I to the purchase agreement.  The Floating Rate Notes bear interest at a rate equal to the three-month LIBOR plus 1.10% and may not be redeemed prior to maturity.  The 4.25% Senior Notes may be redeemed in whole or in part prior to their maturity at a make-whole redemption price.

 

The Corporation has a credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., Branch Banking and Trust Company (“BB&T”) and SunTrust Bank, as Co-Syndication Agents, and the lenders party thereto (the “Credit Agreement”).  The Credit Agreement provides a $250,000,000 senior unsecured term loan (the “Term Loan Facility”) and a $350,000,000 five-year senior unsecured revolving facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Senior Unsecured Credit Facilities”).  The Senior Unsecured Credit Facilities are syndicated with the following banks:

 

 

Lender

(add 000)

 

Revolving Facility

Commitment

 

 

Term Loan Facility

Commitment

 

JPMorgan Chase Bank, N.A.

 

$

46,667

 

 

$

33,333

 

Wells Fargo Bank, N.A.

 

 

46,667

 

 

 

33,333

 

BB&T

 

 

46,667

 

 

 

33,333

 

SunTrust Bank

 

 

46,667

 

 

 

33,333

 

Deutsche Bank AG New York Branch

 

 

46,667

 

 

 

33,333

 

PNC Bank, National Association

 

 

29,167

 

 

 

20,833

 

Regions Bank

 

 

29,167

 

 

 

20,833

 

The Northern Trust Company

 

 

29,167

 

 

 

20,833

 

Comerica Bank

 

 

14,582

 

 

 

10,418

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

 

 

14,582

 

 

 

10,418

 

Total

 

$

350,000

 

 

$

250,000

 

 

The Corporation’s Credit Agreement requires the Corporation’s ratio of consolidated debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization (“EBITDA”), as defined, for the trailing-twelve months (the “Ratio”) to not exceed 3.50x as of the end of any fiscal quarter, provided that the Corporation may exclude from the Ratio debt incurred in connection with certain acquisitions for a period of 180 days so long as the Corporation, as a consequence of such specified acquisition, does not have its rating on long-term unsecured debt fall below BBB by Standard & Poor’s or Baa2 by Moody’s as a result of the acquisition, and the Ratio calculated without such exclusion does not exceed 3.75x.  Additionally, if no amounts are outstanding under both the Revolving Facility and the Trade Receivable Facility, consolidated debt, including debt for which the Corporation is a co-borrower (see Note N), may be reduced by the Corporation’s unrestricted cash and cash equivalents in excess of $50,000,000, such reduction not to exceed $200,000,000, for purposes of the covenant calculation.  The Corporation was in compliance with this Ratio at December 31, 2015.

 

In 2014, the Corporation amended the Credit Agreement to ensure the impact of the business combination with TXI did not impair liquidity available under the Term Loan Facility and the Revolving Facility.  The amendment adjusted consolidated EBITDA, as defined, to add back fees, costs or expenses relating to the TXI business combination incurred on or prior to the closing of the combination not to exceed $95,000,000; any integration or similar costs or expenses related to the TXI business combination incurred in any period prior to the second anniversary of the closing of the TXI business combination not to exceed $70,000,000; and any make-whole fees incurred in connection with the redemption of TXI’s 9.25% senior notes due 2020.

 

Under the Term Loan Facility, the Corporation made required quarterly principal payments equal to 1.25% of the original principal balance during 2015 and is required to make quarterly principal payments equal to 1.875% of the remaining principal balance during the remaining years, with the remaining outstanding principal, together with interest accrued thereon, due in full on November 29, 2018.  

 

The Revolving Facility expires on November 29, 2018, with any outstanding principal amounts, together with interest accrued thereon, due in full on that date.  Available borrowings under the Revolving Facility are reduced by any outstanding letters of credit issued by the Corporation under the Revolving Facility.  At December 31, 2015 and 2014, the Corporation had $2,507,000 of outstanding letters of credit issued under the Revolving Facility.  The Corporation paid the bank group an upfront loan commitment fee that is being amortized over the life of the Revolving Facility.  The Revolving Facility includes an annual facility fee.

 

The Corporation, through a wholly-owned special-purpose subsidiary, has a $250,000,000 trade receivable securitization facility (the “Trade Receivable Facility”), which matures on September 30, 2016.  The Trade Receivable Facility, with SunTrust Bank, Regions Bank, PNC Bank, National Association and certain other lenders that may become a party to the facility from time to time, is backed by eligible trade receivables, as defined, of $364,419,000 and $369,575,000 at December 31, 2015 and 2014, respectively.  These receivables are originated by the Corporation and then sold to the special-purpose subsidiary wholly-owned by the Corporation.  Borrowings under the Trade Receivable Facility bear interest at a rate equal to one-month LIBOR plus 0.7% and are limited to the lesser of the facility limit or the borrowing base, as defined, of $282,258,000 and $313,428,000 at December 31, 2015 and 2014, respectively.  The Corporation continues to be responsible for the servicing and administration of the receivables purchased by the wholly-owned special-purpose subsidiary.  

 

 

 

 

 

The Corporation’s long-term debt maturities for the five years following December 31, 2015, and thereafter are:

 

 

(add 000)

 

 

 

2016

$

19,246

 

2017

 

318,028

 

2018

 

486,843

 

2019

 

90

 

2020

 

60

 

Thereafter

 

748,628

 

Total

$

1,572,895

 

 

 

The Corporation has a $5,000,000 short-term line of credit.  No amounts were outstanding under this line of credit at December 31, 2015 or 2014.

 

Accumulated other comprehensive loss includes the unamortized value of terminated forward starting interest rate swap agreements.  For the years ended December 31, 2015, 2014 and 2013, the Corporation recognized $1,280,000, $1,188,000 and $1,108,000, respectively, as additional interest expense.  The ongoing amortization of the terminated value of the forward starting interest rate swap agreements will increase annual interest expense by approximately $1,400,000 until the maturity of the 6.6% Senior Notes in 2018.