Debt | 9 Months Ended |
Sep. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Debt | ' |
6. DEBT |
As of September 30, 2014 and December 31, 2013, our debt consisted of (dollars in thousands): |
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| | | | | | | | |
| | September 30, | | | December 31, | |
| | 2014 | | | 2013 | |
Bank credit facility | | $ | 1,337,125 | | | $ | 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 | | $ | 1,837,125 | | | $ | 1,908,000 | |
Less: current portion | | | 13,500 | | | | 16,000 | |
| | | | | | | | |
Total long-term debt | | $ | 1,823,625 | | | $ | 1,892,000 | |
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2014 Financings |
On March 17, 2014, we issued 5 1⁄2% senior notes due April 2021 in the aggregate principal amount of $200.0 million (the “5 1⁄2% Notes”). The 5 1⁄2% Notes are unsecured obligations, and their indenture is substantially similar to the indenture governing our 6 3/8% senior notes due 2023 (the “6 3⁄8% Notes”). After giving effect to $3.8 million of financing costs, net proceeds from the 5 1⁄2% Notes of $196.2 million substantially funded a $200.0 million partial repayment of the existing Term Loan D under our bank credit facility (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. |
On June 20, 2014, we entered into an amended and restated credit agreement (the “credit agreement”) under the credit facility that provided for new term loans in the amount of $250.0 million (“Term Loan I”) and $300.0 million (“Term Loan J” and, together with Term Loan I, the “new term loans”), and on the same date, borrowed the full amounts under the new term loans. The credit agreement replaced the previously existing credit agreement in its entirety and amended certain terms and conditions, including the ability to amend and extend existing term loans and to prepay existing term loans on a non-pro rata basis. After giving effect to $6.6 million of financing costs, net proceeds of $543.4 million from the new term loans were substantially used to fund the full repayment of the remaining $542.5 million balance under Term Loan D. As a result of the repayment of Term Loan D, we recorded in our consolidated statements of operations a loss on early extinguishment of $0.3 million for the nine months ended September 30, 2014, which represented the write-off of certain unamortized financing costs. |
Borrowings under Term Loan I bear interest at a floating rate or rates equal to, at our discretion, LIBOR plus a margin of 2.50%, or the Prime Rate (subject to a minimum as provided in the credit agreement) plus a margin of 1.50%. Term Loan I matures on June 30, 2017 and, since September 30, 2014, has been subject to quarterly principal reductions of $0.6 million, representing 0.25% of the original principal amount, with a final payment at maturity of $243.1 million, representing 97.25% of the original principal amount. |
Borrowings under Term Loan J bear interest at a floating rate or rates equal to, at our discretion, LIBOR plus a margin of 3.00%, subject to a minimum LIBOR of 0.75%, or the Prime Rate plus a margin of 2.00%, subject to a minimum Prime Rate of 1.75%. For any quarterly period ending on or after September 30, 2014 in which our operating subsidiaries’ total leverage ratio (as defined in the credit agreement) is 3.0 to 1.0 or below, the margin on LIBOR and Prime Rate borrowings will be reduced to 2.75% and 1.75%, respectively. Term Loan J matures on June 30, 2021 and, since September 30, 2014, has been subject to quarterly principal reductions of $0.8 million, representing 0.25% of the original principal amount, with a final payment at maturity of $279.8 million, representing 93.25% of the original principal amount. |
Bank Credit Facility |
As of September 30, 2014, we maintained a $1.553 billion credit facility, comprising: |
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| • | | $216.0 million of revolving credit commitments, which expire on December 31, 2016; | | | | | |
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| • | | $196.0 million of outstanding borrowings under Term Loan G, which matures on January 20, 2020; | | | | | |
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| • | | $592.5 million of outstanding borrowings under Term Loan H, which matures on January 29, 2021; | | | | | |
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| • | | $249.4 million of outstanding borrowings under Term Loan I, which matures on June 30, 2017; and | | | | | |
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| • | | $299.3 million of outstanding borrowings under Term Loan J, which matures on June 30, 2021. | | | | | |
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As of September 30, 2014, we had $205.6 million of unused revolving credit commitments, all of which were available to be borrowed and used for general corporate purposes, after giving effect to no outstanding loans and $10.4 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 September 30, 2014, the credit agreement required our operating subsidiaries to maintain a total leverage ratio (as defined in the credit agreement) of no more than 5.0 to 1.0 and an interest coverage ratio (as defined in the credit agreement) of no less than 1.75 to 1.0. For all periods through September 30, 2014, our operating subsidiaries were in compliance with all covenants under the credit agreement. |
On October 10, 2014, we terminated our existing revolving credit commitments and entered into an incremental facility agreement under the credit agreement, which provided for $216.0 million of new revolving credit commitments, with such commitments scheduled to expire on October 10, 2019. On the same date as the new revolver became effective, the interest coverage ratio financial covenant was amended to increase the minimum from 1.75 to 1.0 to 2.0 to 1.0. See Note 12. |
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 and nine months ended, September 30, 2014 and 2013. |
As of September 30, 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 December 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 September 30, 2014, the weighted average interest rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 5.2%. |
Senior Notes |
As of September 30, 2014, we had $500 million of outstanding senior notes, comprising $200 million of 5 1⁄2% senior notes due April 2021 and $300 million of 6 3⁄8% senior notes due April 2023. 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 September 30, 2014, we were in compliance with all covenants under the indentures. |
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 $9.1 million and $8.2 million as of September 30, 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. |
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Fair Value |
As of September 30, 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): |
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| | | | | | | | |
| | September 30, | | | December 31, | |
| | 2014 | | | 2013 | |
5 1⁄2% senior notes due 2021 | | $ | 198,750 | | | $ | — | |
6 3⁄8% senior notes due 2023 | | | 307,500 | | | | 308,250 | |
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Total senior notes | | $ | 506,250 | | | $ | 308,250 | |
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Bank credit facility | | $ | 1,310,967 | | | $ | 1,602,472 | |
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