Debt | 9 Months Ended |
Sep. 30, 2013 |
Debt | ' |
3. Debt |
Long-term debt consisted of the following (in thousands): |
|
| September 30, | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2013 | 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2021 notes | $ | | 350,000 | | | $ | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Term loan | | — | | | | 225,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2016 notes | | — | | | | 139,718 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other long-term debt | | 3,987 | | | | 4,031 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 353,987 | | | | 368,749 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unamortized debt discount | | — | | | | (7,794 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 353,987 | | | | 360,955 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Less: current maturities of long-term debt | | 65 | | | | 60 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt, net of current maturities | $ | | 353,922 | | | $ | | 360,895 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In May 2013 we completed a private offering of $350.0 million in aggregate principal amount of 7.625% senior secured notes due 2021 (“2021 Notes”) at a price equal to 100% of their face value. In conjunction with the offering, we also entered into a new 5-year $175.0 million senior secured revolving credit facility agreement (“2013 Facility”) provided by a syndicate of financial institutions led by SunTrust Bank as administrative agent. |
We used the net proceeds from the offering of the 2021 Notes, together with cash on hand, to (i) redeem $139.7 million in aggregate outstanding principal amount of our Second Priority Senior Secured Floating Rate Notes due 2016 (“2016 Notes”) at par plus accrued and unpaid interest thereon to the redemption date, (ii) repay $225.0 million in borrowings outstanding under our existing first-lien term loan due 2015 (“Term Loan”) plus a prepayment premium of approximately $39.5 million and accrued and unpaid interest and (iii) pay the related commissions, fees and expenses. The repayment of the 2016 Notes and the Term Loan was considered to be an extinguishment. As such, we recognized a loss of $48.4 million, which was recorded as interest expense in the second quarter of 2013. Of this $48.4 million loss, $39.5 million was due to the prepayment premium on the Term Loan, $6.8 million was due to a write-off of unamortized debt discount on the Term Loan and $2.1 million was due to a write-off of unamortized deferred loan costs on the 2016 Notes and the Term Loan. |
Upon the repayment of the outstanding borrowings and payment of the prepayment premium and accrued interest, we terminated the Term Loan, which included a $15.0 million letter of credit sub-facility (“Sub-Facility”). The $12.7 million of outstanding letters of credit under the Sub-Facility were transferred to the 2013 Facility. At the same time, we also terminated our $10.0 million stand-alone letter of credit facility (“Stand-Alone Facility”). There were no letters of credit outstanding under the Stand-Alone Facility at the time of termination. |
In connection with the issuance of the 2021 Notes and entering into the 2013 Facility we incurred approximately $15.6 million of various third-party fees and expenses. Of these costs, $11.2 million were allocated to the 2021 Notes and $4.4 million were allocated to the 2013 Facility. These costs have been capitalized and will be amortized over the respective terms of the 2021 Notes and the 2013 Facility. The remaining $0.9 million in unamortized deferred loan costs related to the Sub-Facility and Stand-Alone Facility are being amortized over the term of the 2013 Facility. |
Senior Secured Notes due 2021 |
As of September 30, 2013, we have $350.0 million outstanding in aggregate principal amount of 2021 Notes that mature on June 1, 2021. The 2021 Notes were issued pursuant to an indenture, dated as of May 29, 2013 (“Indenture”), by and between us, certain of our subsidiaries, as guarantors (“Guarantors”), and Wilmington Trust, National Association, as trustee and notes collateral agent (“Trustee”). Interest accrues on the 2021 Notes at a rate of 7.625% per annum and is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2013. |
The 2021 Notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior secured basis, by each of the Guarantors. All obligations under the 2021 Notes, and the guarantees of those obligations, will be secured by substantially all of our assets and the assets of the Guarantors subject to certain exceptions and permitted liens, including a first-priority security interest in such assets that constitute Notes Collateral (as defined herein) and a second-priority security interest in such assets that constitute ABL Collateral (as defined herein). An intercreditor agreement (“ABL/Bond Intercreditor Agreement”), dated as of May 29, 2013, among us, the Guarantors, SunTrust Bank, as ABL Collateral agent, and the Trustee, as Notes Collateral agent, will govern all arrangements in respect of the priority of the security interest in the ABL Collateral and the Notes Collateral. |
“ABL Collateral” includes substantially all presently owned and after-acquired accounts receivable, inventory, rights of an unpaid vendor with respect to inventory, deposit accounts, investment property, cash and cash equivalents, and instruments and chattel paper and general intangibles, books and records and documents related to and proceeds of each of the foregoing. “Notes Collateral” includes substantially all collateral which is not ABL Collateral. |
The Indenture contains certain restrictive covenants, which, among other things, relate to the payment of dividends, incurrence of indebtedness, repurchase of common stock, distributions, asset sales and investments. At any time we can redeem some or all of the 2021 Notes at a redemption price equal to par plus a specified premium that declines to par by 2019. In the event of a change of control, we may be required to offer to purchase the 2021 Notes at a purchase price equal to 101% of the principal, plus accrued and unpaid interest. |
2013 Senior Secured Revolving Credit Facility |
The 2013 Facility provides for a $175.0 million revolving credit line which will primarily be used for working capital and general corporate purposes. The available borrowing capacity, or borrowing base, is derived primarily from a percentage of the Company’s eligible receivables and inventory, as defined by the agreement, subject to certain reserves. The 2013 Facility is scheduled to mature on May 29, 2018. At September 30, 2013, the net borrowing availability under the 2013 Facility totaled $161.1 million after being reduced by outstanding letters of credit of approximately $13.9 million. During the second quarter of 2013 we borrowed and repaid $30.0 million under the 2013 Facility at a weighted-average interest rate of 4.0%. There were no outstanding borrowings under the 2013 Facility at September 30, 2013. |
Borrowings under the 2013 Facility bear interest, at our option, at either a base rate or eurodollar rate, plus, in each case, an applicable margin. The applicable margin ranges from 0.75% to 1.25% for base rate loans and 1.75% to 2.25% for eurodollar rate loans, in each case based on a measure of our availability under the revolver. A variable commitment fee, currently at a rate of 0.5%, is charged on the unused amount of the revolver based on quarterly average loan utilization. Letters of credit issued and outstanding under the 2013 Facility are assessed a fee at a rate equal to the applicable eurodollar rate margin, currently 1.75%, and is payable quarterly in arrears at the end of March, June, September and December. They are also assessed a fronting fee at a rate of 0.125%. |
All obligations under the 2013 Facility will be guaranteed jointly and severally by us and all our subsidiaries that guarantee the 2021 Notes. All obligations under the 2013 Facility, and the guarantees of those obligations, will be secured by substantially all of our assets and the guarantors subject to certain exceptions and permitted liens, including a first-priority security interest in such assets that constitute ABL Collateral and a second-priority security interest in such assets that constitute Notes Collateral. |
The 2013 Facility contains certain restrictive covenants, which, among other things, relate to the incurrence of indebtedness, payment of dividends, repurchase of common stock, distributions, asset sales and investments. The agreement also contains a financial covenant requiring the satisfaction of a minimum fixed charge coverage ratio of 1.00 to 1.00 if our excess availability, defined as the sum of our net borrowing availability plus qualified cash, falls below the greater of $17.5 million or 10% of the maximum borrowing amount. As of September 30, 2013, our excess availability was $161.1 million. The agreement governing the 2013 Facility also includes customary events of defaults, including change of control. If an event of default occurs, the lenders under the 2013 Facility would be entitled to take various actions, including the acceleration of amounts due under the revolver and all actions permitted to be taken by a secured creditor (subject to the terms of the ABL/Bond Intercreditor Agreement). |
At September 30, 2013, we were not in violation of any covenants or restrictions imposed by any of our debt agreements. |
Fair Value |
The only financial instrument measured at fair value on a recurring basis is the detachable warrants issued in connection with the Term Loan. |
The table below presents the effect of our derivative financial instrument on the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30 (in thousands): |
|
Derivative Not Designated | | | | Amount of Gain (Loss) | |
as Hedging Instrument | Recognized in Income |
| | | | Three Months Ended | | | Nine Months Ended | |
| September 30, | September 30, |
| | Location of Gain (Loss) Recognized in Income | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Warrants | | Interest expense, net | | $ | | 197 | | | $ | | | (691 | ) | | $ | | | (558 | ) | | $ | | | (4,417 | ) |
We use the income approach to value our warrants by using the Black-Scholes option-pricing model. Using this model, the risk-free interest rate is based on the U.S. Treasury yield curve in effect on the valuation date. The expected life is based on the period of time until the expiration of the warrants. Expected volatility is based on the historical volatility of our common stock over the most recent period equal to the expected life of the warrants. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. |
These techniques incorporate Level 1 and Level 2 inputs. Significant inputs to the derivative valuation for the warrants are observable in the active markets and are classified as Level 2 in the hierarchy. |
The following fair value hierarchy table presents information about our financial instrument measured at fair value on a recurring basis using significant other observable inputs (Level 2) (in thousands): |
|
| Carrying Value | | | Fair Value | | | Carrying Value | | | Fair Value | | | | | | | | | | | | | | | | | | |
As of | Measurement as of | As of | Measurement as of | | | | | | | | | | | | | | | | | |
September 30, | September 30, 2013 | December 31, | December 31, 2012 | | | | | | | | | | | | | | | | | |
2013 | | 2012 | | | | | | | | | | | | | | | | | | |
Warrants (included in Other long-term liabilities) | $ | | 6,717 | | | $ | | 6,717 | | | $ | | 7,328 | | | $ | | 7,328 | | | | | | | | | | | | | | | | | | |
We have elected to report the value of our 2021 Notes at amortized cost. The fair value of the 2021 Notes at September 30, 2013 was approximately $345.2 million and was determined using Level 2 inputs based on market prices. |