Borrowings | 3 Months Ended |
Jan. 31, 2015 |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings |
The following table provides details of the Company’s long-term debt (in thousands, except years and percentages): |
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| | | | | | January 31, 2015 | | November 1, 2014 |
| | Maturity | | Stated Annual Interest Rate | | Amount | Effective Interest Rate | | Amount | Effective Interest Rate |
Convertible Senior Unsecured Notes | | | | | | | | | | |
2020 Convertible Notes | | 2020 | | 1.38% | | $ | 575,000 | | 4.98 | % | | $ | — | | — | % |
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Senior Unsecured Notes: | | | | | | | | | | |
2023 Notes | | 2023 | | 4.63% | | 300,000 | | 4.83 | % | | 300,000 | | 4.83 | % |
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Senior Secured Notes: | | | | | | | | | | |
2020 Notes | | 2015 | | 6.88% | | 300,000 | | 8.39 | % | | 300,000 | | 7.26 | % |
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Capital lease obligations | | 2016 | | 5.00% | | 963 | | 5 | % | | 2,115 | | 5.37 | % |
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Total long-term debt | | | | | | 1,175,963 | | | | 602,115 | | |
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Less: | | | | | | | | | | |
Unamortized discount | | | | | | 91,588 | | | | 4,839 | | |
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Current portion of long-term debt | | | | | | 300,778 | | | | 1,826 | | |
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Long-term debt, net of current portion | | | | | | $ | 783,597 | | | | $ | 595,450 | | |
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Convertible Senior Unsecured Notes |
On January 14, 2015, the Company issued $575.0 million aggregate principal amount of 1.375% convertible senior unsecured notes due 2020 (the “2020 Convertible Notes”) pursuant to an indenture, dated as of January 14, 2015, between the Company and Wells Fargo Bank, National Association, as the trustee (the “Offering”). Net of an original issue discount, the Company received $565.7 million in proceeds from the offering of the 2020 Convertible Notes. Concurrently with the closing of the Offering, the Company called for redemption its outstanding 6.875% senior secured notes due 2020 (the “2020 Notes”) and irrevocably deposited a portion of the net proceeds from the Offering with the trustee to discharge the 2020 Indenture as described below under “Senior Secured Notes”. |
The 2020 Convertible Notes bear interest payable semi-annually on January 1 and July 1 of each year, beginning on July 1, 2015. No payments were made toward the principal of the 2020 Convertible Notes during the three months ended January 31, 2015. |
The Company separately accounts for the liability and equity components of the 2020 Convertible Notes. The fair value of the liability component, used in the allocation between the liability and equity components as of the date of issuance, was based on the present value of cash flows using a discount rate of 4.57%, the Company’s borrowing rate for a similar debt instrument without the conversion feature. The carrying values of the liability and equity components of the 2020 Convertible Notes are as follows (in thousands): |
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| January 31, | | November 1, | | | | | | | | | |
2015 | 2014 | | | | | | | | | |
Principal | $ | 575,000 | | | $ | — | | | | | | | | | | |
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Less: Unamortized discount of the liability component | 88,457 | | | — | | | | | | | | | | |
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Net carrying amount of liability component | $ | 486,543 | | | $ | — | | | | | | | | | | |
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Carrying amount of equity component | $ | 81,818 | | | $ | — | | | | | | | | | | |
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As of January 31, 2015, the remaining period of amortization for the discount is 4.92 years. During the three months ended January 31, 2015, the amount of interest cost recognized for amortization of the discount and for contractual interest coupon in relation to the 2020 Convertible Notes was $0.7 million and 0.4 million, respectively. No interest cost was recognized in relation to the 2020 Convertible Notes during the three months ended January 25, 2014. |
As of January 31, 2015, the fair value of the 2020 Convertible Notes was approximately $591.0 million, which was estimated based on broker trading prices. |
The 2020 Convertible Notes mature on January 1, 2020, unless repurchased or converted in accordance with their terms prior to such date. The 2020 Convertible Notes are not callable prior to their maturity. The 2020 Convertible Notes are convertible at an initial conversion rate of 62.7746 shares of common stock per $1,000 principal amount of the notes, which is equal to an initial conversion price of approximately $15.93 per share. 36.1 million shares are initially issuable upon conversion of the 2020 Convertible Notes. |
Holders of the 2020 Convertible Notes may convert all or a portion of their notes prior to the close of business on the business day immediately preceding September 1, 2019, in multiples of $1,000 principal amount, only under the following circumstances: |
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• | During any fiscal quarter commencing after the fiscal quarter ending on May 2, 2015 (and only during such fiscal quarter), if the last reported sale price of common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the notes on each applicable trading day; | | | | | | | | | | | | | | | |
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• | During the five-business-day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of the notes for each trading day of that 10 consecutive trading day period was less than 98% of the product of the last reported sale price of common stock and the conversion rate of the notes on each such trading day; or | | | | | | | | | | | | | | | |
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• | Upon the occurrence of certain corporate events as specified in the terms of the indenture governing the 2020 Convertible Notes. | | | | | | | | | | | | | | | |
On or after September 1, 2019, to the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes regardless of the foregoing conditions. |
As of January 31, 2015, the circumstances for conversion have not been triggered and the 2020 Convertible Notes were not convertible. The if-converted value of the 2020 Convertible Notes as of January 31, 2015, did not exceed the principal amount of the 2020 Convertible Notes. |
If a fundamental change, as specified in the terms of the indenture governing the 2020 Convertible Notes, occurs prior to the maturity date, holders of the notes may require the Company to repurchase the 2020 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2020 Convertible Notes repurchased, plus accrued and unpaid interest, if any, up to the repurchase date. As of January 31, 2015, a fundamental change has not occurred and the 2020 Convertible Notes were not re-purchasable. |
Convertible Note Hedge and Warrant Related to the Convertible Senior Unsecured Notes |
In connection with the issuance of the 2020 Convertible Notes, the Company entered into convertible note hedge transactions with certain financial institutions (the “counterparties”) with respect to its common stock. Upon conversion of the 2020 Convertible Notes, the convertible note hedge transactions, subject to anti-dilution adjustments substantially identical to those in the 2020 Convertible Notes, give the Company the right to acquire approximately 36.1 million shares of common stock at an initial strike price of $15.93 per share. The convertible note hedge transactions are expected generally to reduce the potential common stock dilution, and/or offset potential cash payments in excess of the principal amount of converted notes, upon conversion of the notes in the event that the market price per share of our common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions. The convertible note hedge transactions will be terminated on the maturity date of the 2020 Convertible Notes or earlier under certain circumstances. The convertible note hedge transactions cost of $86.1 million has been accounted for as an equity transaction. |
Separately from the convertible note hedge transactions, the Company entered into warrant transactions with the counterparties pursuant to which the Company sold warrants to the counterparties to acquire, subject to customary anti-dilution adjustments, up to 36.1 million shares in the aggregate at an initial strike price of $20.65 per share. The primary reason the Company entered into these warrant transactions was to partially offset the cost of the convertible note hedge transactions. The warrants mature over 60 trading days commencing on April 1, 2020, and are exercisable solely on the maturity dates. The warrants are subject to net share settlement; however, the Company may elect to cash settle the warrants. The Company received gross proceeds of $51.2 million from the warrants transaction, which has been accounted for as an equity transaction. |
In connection with the dilutive impact from the 2020 Convertible Notes and the convertible note hedge and warrant transactions that the Company entered into with certain financial institutions with respect to its common stock, see Note 15, “Net Income per Share,” of the Notes to Condensed Consolidated Financial Statements for further discussion. |
Senior Unsecured Notes |
In January 2013, the Company issued 4.625% senior unsecured notes in the aggregate principal amount of $300.0 million due 2023 (the “2023 Notes”) pursuant to an indenture, dated as of January 22, 2013 (the “2023 Indenture”), between the Company, certain domestic subsidiaries of the Company that have guaranteed the Company’s obligations under the 2023 Notes, and Wells Fargo Bank, National Association, as the trustee. The guarantees of the 2023 Notes were released upon the termination of the Senior Secured Credit Facility and discharge of the 2020 Indenture, and, as a result, the Company has ceased presenting condensed consolidated financial statements for the parent company, the former subsidiary guarantors, and non-guarantor subsidiaries effective in the first fiscal quarter of 2015. See Note 16, “Guarantor and Non-Guarantor Subsidiaries,” of the Notes to Condensed Consolidated Financial Statements. |
The 2023 Notes bear interest payable semiannually on January 15 and July 15 of each year. No payments were made toward the principal of the 2023 Notes during the three months ended January 31, 2015. |
As of January 31, 2015, and November 1, 2014, the fair value of the 2023 Notes was approximately $295.6 million and $292.4 million, respectively, which was estimated based on broker trading prices. |
On or after January 15, 2018, the Company may redeem all or part of the 2023 Notes at the redemption prices set forth in the 2023 Indenture, plus accrued and unpaid interest, if any, up to the redemption date. At any time prior to January 15, 2018, the Company may redeem all or a part of the 2023 Notes at a price equal to 100% of the principal amount of the 2023 Notes, plus an applicable premium and accrued and unpaid interest, if any, up to the redemption date. In addition, at any time prior to January 15, 2016, the Company may redeem up to 35% of the principal amount of the 2023 Notes, using the net cash proceeds of one or more sales of the Company’s capital stock at a redemption price equal to 104.625% of the principal amount of the 2023 Notes redeemed, plus accrued and unpaid interest, if any, up to the redemption date. |
If the Company experiences a specified change of control triggering event, it must offer to repurchase the 2023 Notes at a repurchase price equal to 101% of the principal amount of the 2023 Notes repurchased, plus accrued and unpaid interest, if any, up to the repurchase date. |
The 2023 Indenture contains covenants that, among other things, restrict the ability of the Company and its subsidiaries to: |
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• | Incur certain liens and enter into certain sale-leaseback transactions; | | | | | | | | | | | | | | | |
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• | Create, assume, incur, or guarantee additional indebtedness of the Company’s subsidiaries without such subsidiary guaranteeing the 2023 Notes on a pari passu basis; and | | | | | | | | | | | | | | | |
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• | Consolidate or merge with, or convey, transfer, or lease all or substantially all of the Company’s or its subsidiaries’ assets. | | | | | | | | | | | | | | | |
These covenants are subject to a number of limitations and exceptions set forth in the 2023 Indenture. The 2023 Indenture also includes customary events of default, including cross-defaults to other debt of the Company and its subsidiaries. |
Senior Secured Notes |
In January 2010, the Company issued $300.0 million in aggregate principal amount of the 2020 Notes pursuant to an indenture, dated as of January 20, 2010, between the Company, certain domestic subsidiaries of the Company that have guaranteed the Company’s obligations under the 2020 Notes, and Wells Fargo Bank, National Association, as the trustee (the “2020 Indenture”). Interest on the 2020 Notes was payable semiannually on January 15 and July 15 of each year. The Company’s obligations under the 2020 Notes were previously guaranteed by certain of the Company’s domestic subsidiaries and secured by a lien on substantially all of the Company’s and the subsidiary guarantors’ assets. However, all guarantees were released upon the discharge of the 2020 Indenture, and, as a result, the Company has ceased presenting condensed consolidated financial statements for the parent company, the former subsidiary guarantors, and non-guarantor subsidiaries effective in the first fiscal quarter of 2015. See Note 16, “Guarantor and Non-Guarantor Subsidiaries,” of the Notes to Condensed Consolidated Financial Statements. |
On January 14, 2015, the Company called the 2020 Notes for redemption at a redemption price equal to 103.438% of the principal amount of the 2020 Notes, and irrevocably deposited $322.2 million with the trustee for the 2020 Notes to discharge the 2020 Indenture. As a result of the deposit and discharge, the guarantees provided by certain of the Company’s domestic subsidiaries, and the liens granted by the Company and the subsidiary guarantors to secure their obligations with respect to the 2020 Notes, were released as of the date of the deposit. The amount deposited with the trustee included $300.0 million to repay the principal amount of the 2020 Notes, $10.3 million representing the difference between the redemption price and the principal amount of the 2020 Notes (“Call Premium”), $10.3 million for accrued interest through January 15, 2015, and $1.6 million of unpaid interest payable up to the redemption date of February 13, 2015. The trustee will use the deposited amounts to redeem the 2020 Notes on February 13, 2015. The Company reported the deposited amounts as “Restricted cash” on the Condensed Consolidated Balance Sheet as of January 31, 2015. |
In accordance with the applicable accounting guidance for debt modification and extinguishment, and for interest costs accounting, the Company expensed the Call Premium, remaining debt issuance costs, and remaining original issue discount relating to the 2020 Notes in the first quarter of fiscal year 2015, which totaled $20.4 million. The Company reported this expense within “Interest expense” on the Condensed Consolidated Statements of Income for the three months ended January 31, 2015. |
As of January 31, 2015, and November 1, 2014, the fair value of the 2020 Notes was approximately $310.1 million and $312.5 million, respectively, which was estimated based on broker trading prices. |
Senior Secured Credit Facility |
In October 2008, the Company entered into a credit agreement for (i) a five-year, $1,100.0 million term loan facility and (ii) a five-year, $125.0 million revolving credit facility, which includes a $25.0 million swing line loan sub-facility and a $25.0 million letter of credit sub-facility (“Senior Secured Credit Facility”). The credit agreement was subsequently amended in January 2010, June 2011, January 2013, October 2013, and April 2014, to, among other things, remove and update certain covenants, reduce interest rates on the term loan facility, reduce interest rates and fees on the revolving credit facility, and extend the maturity date of the revolving credit facility to January 7, 2015. The term loan was prepaid in full, and there were no principal amounts or commitments outstanding under the term loan facility as of either January 31, 2015, or November 1, 2014. |
On January 9, 2015, the Company terminated the Senior Secured Credit Facility. |
Debt Maturities |
As of January 31, 2015, our aggregate debt maturities based on outstanding principal were as follows (in thousands): |
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Fiscal Year | | Principal | | | | | | | | | | | | |
Balances | | | | | | | | | | | | |
2015 (remaining nine months) | | $ | 300,672 | | | | | | | | | | | | | |
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2016 | | 291 | | | | | | | | | | | | | |
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2017 | | — | | | | | | | | | | | | | |
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2018 | | — | | | | | | | | | | | | | |
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2019 | | — | | | | | | | | | | | | | |
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Thereafter | | 875,000 | | | | | | | | | | | | | |
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Total | | $ | 1,175,963 | | | | | | | | | | | | | |
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