Short-term Borrowings and Long-term Debt | 9 Months Ended |
Sep. 30, 2014 |
Short-term Borrowings and Long-term Debt | ' |
Short-term Borrowings and Long-term Debt | ' |
6.Short-term Borrowings and Long-term Debt |
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Receivables Credit Facility |
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In September 2014, certain wholly-owned subsidiaries of the Company (“Originators”) entered into a one-year agreement to sell all domestic receivables (the “Receivables”) on a non-recourse basis (subject to purchase price credits for breaches of certain representations and warranties with respect to the Receivables), to a wholly-owned subsidiary of the Company that is a bankruptcy remote special purpose entity (the “SPE”). Sales of Receivables to the SPE occur daily and are settled on a monthly basis. The SPE finances its purchases of the Receivables in part with proceeds of draws under a one-year facility (“Receivables Credit Facility”), subject to a maximum of $175 million. The actual amount available to draw upon varies based on eligible receivables (as defined in the documents establishing the Receivables Credit Facility). The SPE pays a fee for the drawn and undrawn portions of the Receivables Credit Facility, respectively. |
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The SPE’s sole business consists of the purchase of the Receivables from the Originators, through a combination of draws under the Receivables Credit Facility, draws on subordinated notes payable to the Originators and capital contributions from one of the Originators, and the subsequent sale of undivided ownership interests in, or granting of a security interest in, such Receivables to the bank agent under the Receivables Credit Facility. In addition, the SPE is a separate legal entity with its own separate creditors who will be entitled, upon liquidation, to be satisfied out of the SPE’s assets prior to any assets or value in the SPE becoming available to the Originators or the Company, and the assets of the SPE are not available to pay creditors of the Company or any of its affiliates (other than the SPE). |
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The Company will service the Receivables in exchange for a servicing fee and guarantees the performance by the Originators of their payment obligations in respect of purchase price credits under the Receivables Credit Facility. At September 30, 2014, $175.0 million was outstanding and included in Long-term debt on the Consolidated Balance Sheets. All of the Receivables at September 30, 2014 have been sold to the SPE and are included in Trade accounts receivable, net of allowance on the Consolidated Balance Sheets. |
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This transaction created an on-balance sheet securitization program for KapStone’s trade accounts receivables that is accounted for as a secured borrowing under Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing.” |
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The Company included the Receivables Credit Facility in Long-term debt on the Consolidated Balance Sheets based on management’s intent to continue to refinance this agreement until the maturity of the Term loan A-1 which is July 18, 2018. In addition, the Company also has the ability to refinance this short-term obligation on a long-term basis using its Revolving Credit Facility. There are no additional requirements as to when borrowings under the Revolver would need to be repaid. The Revolver’s maturity date is July 18, 2018. |
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The Company incurred approximately $0.4 million of fees associated with the Receivable Credit Facility, which have been deferred and will be amortized as interest expense using the effective interest method. |
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Proceeds from the Receivables Credit Facility were used to prepay $175.0 million of the term loans and as a result, $3.0 million of unamortized debt issuance costs were written-off as a loss on debt extinguishment. |
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Long-term debt consists of the following at September 30, 2014 and December 31, 2013, respectively: |
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| | (unaudited) | | | |
| | September 30, | | December 31, | |
| | 2014 | | 2013 | |
Term loan A-1 under Amended and Restated Credit Agreement with interest payable monthly at LIBOR plus 1.75% at Septemer 30, 2014 | | $ | 704,938 | | $ | 754,938 | |
Term loan A-2 under Amended and Restated Credit Agreement with interest payable monthly at LIBOR plus 2.0% at September 30, 2014 | | 340,300 | | 468,825 | |
Receivables Credit Facility with interest payable monthly at LIBOR plus 0.75% at September 30, 2014 | | 175,000 | | — | |
Total long-term debt | | 1,220,238 | | 1,223,763 | |
Less current portion of debt | | — | | (4,950 | ) |
Less unamortized debt issuance costs | | (19,960 | ) | (26,400 | ) |
Long-term debt, net of current portion and debt issuance costs | | $ | 1,200,278 | | $ | 1,192,413 | |
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The Company’s weighted average interest rate on all borrowings was 1.83 percent as of September 30, 2014. |
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Amendments to the Amended and Restated Credit Agreement |
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In April 2014, the Company entered into a First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement dated as of July 18, 2013 (as amended; the “Credit Agreement”). The First Amendment reduced the borrowing rates under our senior secured credit facility (the “Credit Facility”) for both term loans under the Credit Facility and for any future borrowings under the $400 million revolving credit facility (the “Revolver”) portion of the Credit Facility. The interest rates are based on LIBOR rates plus a margin determined from a pricing grid based on the Company’s debt to EBITDA ratio as defined in our Credit Agreement. Accordingly, the weighted average interest rate on borrowings under the Credit Facility as of September 30, 2014 is 2.0 percent, compared to 2.25 percent as of March 31, 2014. The First Amendment also reduced the unused commitment fees related to the Revolver by 5 to 10 basis points. |
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The Company incurred approximately $0.7 million of fees associated with the First Amendment, which have been deferred and are being amortized as interest expense using the effective interest method. |
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In August 2014, the Company entered into a Second Amendment to the Amended and Restated Credit Agreement, which included certain technical amendments to the Credit Agreement in connection with the Receivables program and the related Receivables Credit Facility. |
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Revolver |
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As of September 30, 2014, the Company has current availability of $395.0 million under the Revolver. |
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Debt Covenants |
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The Credit Agreement contains, among other provisions, covenants with which we must comply. The covenants limit our ability to, among other things, incur indebtedness, create additional liens on our assets, make investments, engage in mergers and acquisitions, pay dividends and sell any assets outside the normal course of business. |
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As of September 30, 2014, the Company was in compliance with all applicable covenants in the Credit Agreement. |
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Fair Value of Debt |
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As of September 30, 2014, the fair value of the Company’s debt approximates the carrying value of $1.2 billion as the variable interest rates re-price frequently at current market rates. The debt was valued using Level 2 inputs in the fair value hierarchy which are significant observable inputs including quoted prices for debt of similar terms and maturities. |
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Other Borrowing |
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In 2014 and 2013, the Company entered into short-term financing agreements of $6.3 million and $5.1 million, respectively, at an annual interest rate of 1.69 and 1.61 percent, respectively, for its annual property insurance premiums. The agreements require the Company to pay consecutive monthly payments through the term of each financing agreement ending on December 1st. As of September 30, 2014 and September 30, 2013, there was $1.2 million and $1.4 million, respectively, outstanding under these agreements which is included in “Other current borrowings” on the Consolidated Balance Sheets. |
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