Debt and Financing Arrangements |
12. Debt and Financing Arrangements
In May2009, the Company entered into a new one year revolving credit facility in the amount of 50million euro expiring in May2010, which replaced a 100million euro revolving facility expiring May2009.
On March16, 2009, the Company issued nine million Equity Units (Units) with an aggregate principal amount of $450million in a public offering. The Company received approximately $436 million in net proceeds from the sale of the Units after underwriting discounts and other expenses. The proceeds were used to repay short-term indebtedness incurred within the second quarter to fund working capital requirements. Each Unit has a stated amount of $50 and consists of (a)a purchase contract which obligates the holder to purchase, and obligates the Company to sell, no later than March31, 2012, a variable number of shares of the Companys common stock for $50 and (b)a one-twentieth, or 5%, undivided beneficial ownership interest in a subordinated note issued by the Company due March31, 2042 with a principal amount of $1,000. The subordinated notes are pledged by the holders to secure their obligations under the purchase contract, and at the time of the offering, the estimated fair value of the purchase contract was zero. The Company will make quarterly interest payments at the annual rate of 11.5% on the subordinated notes, and the first interest payment was made on June30, 2009. Prior to March31, 2012, the Company may defer payment of interest on the subordinated notes for one or more consecutive interest periods provided that each deferred interest payment may only be deferred until the earlier of (a)the third anniversary of the interest payment date on which the interest payment was originally scheduled to be paid or (b)March 31, 2014. The subordinated notes will be remarketed between January1, 2012 and March31, 2012 whereby the interest rate on the notes will be reset and certain other terms of the notes may be modified in order to generate sufficient remarketing proceeds to satisfy the Unit holders obligations under the purchase contract. If the subordinated notes are not successfully remarketed, then a put right of holders of the notes will be automatically exercised unless such holders (a)notify the Company of their intent to settle their obligations under the purchase contracts in cash, and (b)deliver $50 in cash per purchase contract, by the applicable dates specified by the purchase contracts. Following such exercise and settlement, the Unit holders obligations to purchase shares of common stock under the purchase contracts will be satisfied in full, and the Company will deliver the shares of common stock to such holders.
In connection with this transaction, approximately $14million of issuance costs were incurred. Of the total issuance costs, approximately $12million was charged to Capital in excess of par value with the remainder deferred and amortized over three years.
The number of shares to be issued under the purchase contracts is contingent and is based on, among other things, the share price of the Companys common stock on the stock purchase date and anti-di |