Debt | 3 Months Ended |
Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
6. DEBT |
As of March 31, 2014 and December 31, 2013, our debt consisted of (dollars in thousands): |
|
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2014 | | | 2013 | |
Bank credit facility | | $ | 1,363,000 | | | $ | 1,608,000 | |
5 1⁄2% senior notes due 2021 | | | 200,000 | | | | — | |
6 3⁄8% senior notes due 2023 | | | 300,000 | | | | 300,000 | |
| | | | | | | | |
Total debt | | $ | 1,863,000 | | | $ | 1,908,000 | |
Less: current portion | | | 550,538 | | | | 16,000 | |
| | | | | | | | |
Total long-term debt | | $ | 1,312,462 | | | $ | 1,892,000 | |
| | | | | | | | |
Bank Credit Facility |
As of March 31, 2014, we maintained a $1.551 billion bank credit facility (the “credit facility”), comprising: |
|
| • | | $216.0 million of revolving credit commitments, which expire on December 31, 2016 (or July 31, 2014 if any amount remains outstanding under Term Loan D on such date); | | | | | |
|
| • | | $542.5 million of outstanding Term Loan D borrowings, which mature on January 31, 2015; | | | | | |
|
| • | | $197.0 million of outstanding Term Loan G borrowings, which mature on January 20, 2020; and | | | | | |
|
| • | | $595.5 million of outstanding Term Loan H borrowings, which mature on January 29, 2021 | | | | | |
As of March 31, 2014, we had $177.2 million of unused revolving credit commitments, all of which were available to be borrowed and used for general corporate purposes, after giving effect to $28.0 million of outstanding loans and $10.8 million of letters of credit issued thereunder to various parties as collateral. |
The credit facility is collateralized by our ownership interests in our operating subsidiaries and is guaranteed by us on a limited recourse basis to the extent of such ownership interests. As of March 31, 2014, the credit agreement governing the credit facility (the “credit agreement”) required us to maintain a total leverage ratio (as defined in the credit agreement) of no more than 5.5 to 1.0 and an interest coverage ratio (as defined in the credit agreement) of no less than 1.75 to 1.0. The total leverage ratio covenant was reduced to 5.0 to 1.0 on April 1, 2014. For all periods through March 31, 2014, we were in compliance with all covenants under the credit agreement. |
On March 17, 2014, we repaid $200.0 million under Term Loan D with proceeds from the issuance of new senior notes (see “5 1⁄2% Notes” below). Repayment of the $542.5 million remaining outstanding principal amount of Term Loan D on, or prior to, its scheduled maturity of January 31, 2015 depends on our ability to access the debt markets to refinance such loans. If we are unable to obtain financing to refinance the remaining principal amount outstanding under Term Loan D, we would need to take other actions, including selling assets or seeking strategic investments from third parties, and deferring capital expenditures or other discretionary uses of cash. A failure to complete such scheduled debt repayment would permit the lenders in the credit facility to accelerate all obligations thereunder, and would also trigger a cross-default under the indentures governing our senior notes (the “indentures”), which could result in most, or all, of our debt becoming due and payable. |
Interest Rate Swaps |
We have entered into several interest rate swaps with various banks to fix the variable rate of borrowings to reduce the potential volatility in our interest expense that may result from changes in market interest rates. Our interest rate swaps have not been designated as hedges for accounting purposes, and have been accounted for on a mark-to-market basis as of, and for the three months ended, March 31, 2014 and 2013. |
As of March 31, 2014, we had interest rate swaps that fixed the variable rate of $800 million of borrowings at a rate of 3.3%, of which $600 million and $200 million expire during the years ending December 31, 2014 and 2015, respectively. As of the same date, we also had forward starting interest rate swaps that will fix the variable rate of $300 million of borrowings at a rate of 2.6% for a one year period commencing December 2014. |
As of March 31, 2014, the weighted average interest rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 4.6%. |
|
Senior Notes |
As of March 31, 2014, we had $500 million of outstanding senior notes, comprising $200 million of 5 1⁄2% senior notes due 2021 (the “5 1⁄2% Notes”) and $300 million of 6 3⁄8% senior notes due April 2023 (the “6 3⁄8% Notes”). Our senior notes are unsecured obligations, and the indentures governing our senior notes (the “indentures”) limit the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined in the indentures) of 8.5 to 1.0. For all periods through March 31, 2014, we were in compliance with all covenants under the indentures. |
5 1⁄2% Notes |
On March 17, 2014, we issued the 5 1⁄2% Notes in the aggregate principal amount of $200.0 million. The 5 1⁄2% Notes are unsecured obligations, and their indenture is substantially similar to the indenture governing the 6 3⁄8% Notes. Net proceeds from the 5 1⁄2% Notes of $196.2 million, after giving effect to $3.8 million of financing costs, substantially funded a $200.0 million partial repayment of the existing Term Loan D under the credit facility. As a percentage of par value, the 5 1⁄2% Notes are redeemable at 102.750% commencing April 1, 2017, 101.375% commencing April 1, 2018 and at par value commencing April 1, 2019. |
Other Assets |
Other assets, net, primarily include financing costs and original issue discount incurred to raise debt, which are deferred and amortized as interest expense over the expected term of such financings. Original issue discount, as recorded in other assets, net, was $7.9 million and $8.2 million as of March 31, 2014 and December 31, 2013, respectively. |
Debt Ratings |
MCC’s corporate credit rating is B1 by Moody’s, with a positive outlook, and BB- by Standard and Poor’s (“S&P”), with a stable outlook. Our senior unsecured rating is B3 by Moody’s, with a positive outlook, and B by S&P, with a stable outlook. There are no covenants, events of default, borrowing conditions or other terms in the credit agreement or indentures that are based on changes in our credit rating assigned by any rating agency. |
Fair Value |
As of March 31, 2014 and December 31, 2013, the fair values of our senior notes and outstanding debt under the credit facility (which were calculated based upon market prices of such issuances in an active market when available) were as follows (dollars in thousands): |
|
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2014 | | | 2013 | |
5 1⁄2% senior notes due 2021 | | $ | 201,000 | | | $ | — | |
6 3⁄8% senior notes due 2023 | | | 315,750 | | | | 308,250 | |
| | | | | | | | |
Total senior notes | | $ | 516,750 | | | $ | 308,250 | |
| | | | | | | | |
Bank credit facility | | $ | 1,361,193 | | | $ | 1,602,472 | |
| | | | | | | | |