Debt | 9 Months Ended |
Sep. 30, 2013 |
Debt | |
Debt | Note 5 — Debt |
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Debt at September 30, 2013, and December 31, 2012, consisted of the following (in millions): |
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| | September 30, 2013 | | December 31, 2012 | |
| | Carrying | | Fair | | Carrying | | Fair | |
| | value | | value | | value | | value | |
6.119% Senior Notes due 2014 | | $ | 38.9 | | $ | 39.8 | | $ | 38.9 | | $ | 40.7 | |
3.250% Convertible Senior Notes due 2014 | | 57 | | 60.3 | | 154 | | 176 | |
6.700% Senior Notes due 2017 | | 344.4 | | 384.9 | | 352.2 | | 401.6 | |
0.750% Convertible Senior Notes due 2018 | | 102.7 | | 122.3 | | — | | — | |
Total | | 543 | | 607.3 | | 545.1 | | 618.3 | |
Less: Current maturities | | (95.9 | ) | (100.1 | ) | — | | — | |
Total long-term debt | | $ | 447.1 | | $ | 507.2 | | $ | 545.1 | | $ | 618.3 | |
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Fair Value of Debt |
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The fair value of debt was determined using broker quotes and recent trading activity for each of the notes listed above, which are considered Level 2 inputs. |
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Partial Buyback of 6.700% Senior Notes and Loss on Early Extinguishment of Debt |
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On August 30, 2013, JCG repurchased on the open market $8.0 million aggregate principal amount of the Company’s outstanding 6.70% Senior Notes due 2017 (“2017 Notes”) for $8.9 million in cash. JCG recognized a loss of $0.9 million on the repurchase. |
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Exchange of Convertible Senior Notes and Loss on Early Extinguishment of Debt |
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On June 14, 2013, JCG entered into separate, privately negotiated exchange agreements pursuant to which $110.0 million aggregate principal amount of JCG’s existing, 3.25% Convertible Senior Notes due 2014 (“2014 Notes”) was exchanged for $116.6 million aggregate principal amount of newly issued, 0.75% Convertible Senior Notes due 2018 (“2018 Notes”). Immediately following the exchange, $60.0 million aggregate principal amount of existing 2014 Notes remained outstanding. |
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The non-cash exchange of the 2018 Notes for a portion of the 2014 Notes constituted an extinguishment of debt under applicable accounting guidance. As a result of the extinguishment, JCG recognized a $12.6 million loss on early extinguishment of debt related to the settlement of the liability component of the exchanged 2014 Notes, and a $2.0 million reduction in equity related to the retirement of the conversion feature of the exchanged 2014 Notes. |
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0.750% Convertible Senior Notes |
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The 2018 Notes pay interest semiannually at a rate of 0.75% per annum on January 15 and July 15 of each year, beginning on January 15, 2014, and will be convertible, under certain circumstances, into cash, shares of JCG common stock, or a combination of cash and shares of JCG common stock, at the Company’s election. The initial conversion rate of the 2018 Notes is 92.1 shares of JCG common stock per $1,000 principal amount of the 2018 Notes, which is equivalent to an initial conversion price of approximately $10.86 per share of common stock, subject to adjustment in certain circumstances. This initial conversion price represents a premium of 25% relative to the $8.69 per share closing price of JCG’s common stock on June 13, 2013, the date of pricing. |
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Holders may convert their 2018 Notes at their option prior to the close of business on the business day immediately preceding April 15, 2018, only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2013, if the last reported sale price of JCG’s 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 preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2018 Notes for each day of such period is less than 98% of the product of the last reported sale price of JCG’s common stock and the applicable conversion rate; or (3) upon the occurrence of specified corporate events. |
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Because the 2018 Notes may be wholly or partially settled in cash, the liability and conversion feature components are required to be accounted for separately. The initial $102.0 million liability component was determined by discounting future contractual cash flows at a 3.5% rate, which is consistent with the estimated market interest rate for similar senior notes with no conversion option. The liability component will accrete up to the face value of $116.6 million over the five-year expected term of the 2018 Notes through interest expense. The $14.6 million initial equity component was determined as the difference between the initial liability component and the face value of the 2018 Notes and was recorded as an adjustment to equity. |
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The 2018 Notes include an unamortized discount at September 30, 2013 of $13.9 million, which will be amortized over the remaining term. Interest expense related to the 2018 Notes includes interest on the outstanding principal balance as well as amortization of capitalized issuance costs and totaled $1.0 million and $1.1 million for the three and nine months ended September 30, 2013, respectively. |
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Convertible Note Hedge and Warrant Transactions |
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In connection with the 2018 Notes issuance, JCG entered into convertible note hedge and warrant transactions which, in combination, are intended to reduce the potential for future dilution to existing shareholders by effectively increasing the conversion price of the 2018 Notes to JCG from $10.86 to $12.60 per share of common stock. |
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The convertible note hedge and warrant transactions consist of two separate instruments: purchased call options and the sale of warrants. The call options represent the same number of shares of JCG’s common stock underlying the 2018 Notes with a strike price of $10.86 per share of common stock, which is equal to the conversion price of the 2018 Notes. The call options cost $16.1 million. To offset the cost of the call options, JCG sold warrants to the counterparty of the call options for the same number of shares of JCG’s common stock underlying the 2018 Notes with an exercise price of $12.60 per share of common stock. The proceeds from the sale of the warrants totaled $10.5 million. The call options and warrants may be settled in cash or stock at JCG’s election. The instruments are indexed to JCG’s equity and may potentially settle in JCG stock. Accordingly, the Company recorded the $5.6 million net cost of the instruments as a reduction in equity, and will not recognize subsequent changes in fair value of these financial instruments in its consolidated financial statements. |
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3.250% Convertible Senior Notes |
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In July 2009, JCG issued $170.0 million of 2014 Notes, which pay interest at 3.25% semiannually on July 15 and January 15 of each year and mature on July 15, 2014, unless earlier converted. As discussed above, $110.0 million aggregate principal amount of the 2014 Notes was exchanged for the 2018 Notes, leaving $60.0 million aggregate principal amount of 2014 Notes outstanding. The 2014 Notes are convertible under certain circumstances into cash, shares of JCG common stock, or a combination of cash and shares of JCG common stock at JCG’s election. The holders of the 2014 Notes have the right to require JCG to repurchase their notes for cash under certain circumstances. The original conversion rate of 71.3 shares of JCG common stock per $1,000 principal amount of 2014 Notes was most recently adjusted during the third quarter 2013 when JCG paid a quarterly cash dividend of $0.07 per share. As a result of the quarterly cash dividend paid on August 23, 2013, the conversion rate changed to 75.4 shares of JCG common stock per $1,000 principal amount of 2014 Notes, equivalent to a conversion price of approximately $13.26 per share of common stock. JCG is required to continue to adjust the conversion rate to the extent there are future dividend payments above $0.04 per share on an annual basis. The 2014 Notes are not callable by JCG. During the second quarter 2013, JCG derecognized $7.4 million and $0.6 million of unamortized debt discount and capitalized issuance costs, respectively, in conjunction with the exchange of $110.0 million aggregate principal amount of the 2014 Notes discussed above. |
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The 2014 Notes include an unamortized discount at September 30, 2013, of $3.0 million, which will be amortized over the remaining term. Interest expense related to the 2014 Notes includes interest on the outstanding principal balance as well as amortization of capitalized issuance costs and totaled $1.5 million and $9.3 million for the three and nine months ended September 30, 2013, respectively. Interest expense related to the 2014 Notes totaled $3.9 million and $11.6 million for the three and nine months ended September 30, 2012, respectively. |
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Credit Facility |
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At September 30, 2013, JCG had a $250 million, unsecured, revolving credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent and swingline lender. Under the Credit Facility, JCG’s financing leverage ratio cannot exceed 3.00x, and its interest coverage ratio must equal or exceed 4.00x. At September 30, 2013, JCG was in compliance with all covenants, and there were no borrowings under the Credit Facility. The Credit Facility has a maturity date of October 14, 2014. |
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Capital Lease Obligations |
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JCG’s capital lease obligations represent leased computer equipment. The carrying values of the obligations totaled $2.1 million and $2.9 million at September 30, 2013, and December 31, 2012, respectively, and are included in other accrued liabilities and other liabilities on the Condensed Consolidated Balance Sheets. The related lease terms extend through 2017. |