Long-Term Debt And Short-Term Borrowings | 4.00 to 1.00 2.50% 1.50% ≤ 4.00 to 1.00 and > 3.50 to 1.00 2.25% 1.25% ≤ 3.50 to 1.00 and > 3.00 to 1.00 2.00% 1.00% ≤ 3.00 to 1.00 and > 2.00 to 1.00 1.50% 0.50% ≤ 2.00 to 1.00 1.25% 0.25% As of June 30, 2015 , all of the amounts outstanding under the Restated Term Loan A bore interest at a Eurodollar rate plus the applicable rate of 1.50% and the amounts drawn under the Restated Revolving Facility bore interest at either a Eurodollar rate plus 1.50% or a Base Rate plus the applicable rate of 0.50% . Prepayments Subject to certain conditions and exceptions, the Restated Credit Agreement requires the Company to prepay outstanding loans in certain circumstances, including (a) in an amount equal to 100.0% of the net cash proceeds from sales or dispositions of property or assets in excess of $10.0 million per fiscal year, (b) in an amount equal to 100.0% of the net cash proceeds from property insurance or condemnation awards in excess of $10.0 million per fiscal year, and (c) in an amount equal to 100.0% of the net cash proceeds from additional debt other than debt permitted under the Restated Credit Agreement. The Company also is required to prepay outstanding loans with specified percentages of excess cash flow based on its leverage. The Restated Credit Agreement contains other customary prepayment obligations and provides for voluntary commitment reductions and prepayment of loans, subject to certain conditions and exceptions. Permitted acquisitions The Restated Credit Agreement increases the aggregate amount of Investments (as defined in the Restated Credit Agreement) allowed to be made by the Company and other Loan Parties (as defined in the Restated Credit Agreement) in subsidiaries used to consummate permitted acquisitions by such subsidiaries to the greater of $500.0 million or 15.0% of Consolidated Total Assets (as defined in the Restated Credit Agreement). Dividends and share repurchases . Under the Restated Credit Agreement, the Company may pay dividends and/or repurchase shares in an aggregate amount equal to the sum of: (i) the greater of (a) $25.0 million and (b) 1.0% of the Company’s Consolidated Total Assets, plus (ii) an aggregate amount not to exceed $60.0 million in any fiscal year; provided the Company’s Consolidated Leverage Ratio after giving pro forma effect to the restricted payment is greater than 2.50:1.00 and less than or equal to 3.75:1.00, plus (iii) an additional amount so long as the Consolidated Leverage Ratio after giving pro forma effect to the restricted payment is less than or equal to 2.50 :1.00, plus (iv) any Net Equity Proceeds (as defined in the Restated Credit Agreement). Covenant s The Restated Credit Agreement contains customary affirmative and negative covenants as well as events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults, certain bankruptcy or insolvency events, certain ERISA-related events, changes in control or ownership and invalidity of any loan document. The indenture governing the senior unsecured notes also contains certain covenants. As of and for the period ended June 30, 2015 the Company was in compliance with all applicable covenants. Under the Restated Credit Agreement, the Company is required to meet certain financial tests, including a maximum Consolidated Leverage Ratio as determined by reference to the following ratios: Period Maximum Consolidated Leverage Ratio (1) Though June 30, 2015 4.00:1.00 July 1, 2015 and thereafter 3.75:1.00 (1) The Consolidated Leverage Ratio is computed by dividing the Company's net funded indebtedness by the cumulative four-quarter-trailing EBITDA, which excludes transaction costs, restructuring and other charges up to certain limits as well as other adjustments defined in the Restated Credit Agreement. Following the consummation of a Material Acquisition (as defined in the Restated Credit Agreement), and as of the end of the fiscal quarter in which such Material Acquisition occurs and as of the end of the three fiscal quarters thereafter, each of the levels above will increase by 0.50 :1.00, provided that no more than one such increase can be in effect at any time. The Restated Credit Agreement also requires the Company to maintain a Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter at or above 1.25 to 1.00. Guarantees and security Generally, obligations under the Restated Credit Agreement are guaranteed by certain of the Company’s existing and future subsidiaries, and are secured by substantially all of the Company’s and certain guarantor subsidiaries’ assets, subject to certain exclusions and limitations. Incremental facilities The Restated Credit Agreement permits the Company to seek increases in the size of the Restated Revolving Facility and the Restated Term A Loan prior to maturity by up to $500.0 million , in the aggregate, subject to certain conditions and lender commitment." id="sjs-B4">Long-term Debt and Short-term Borrowings Notes payable and long-term debt, listed in order of their security interests, consisted of the following as of June 30, 2015 and December 31, 2014 : (in millions of dollars) June 30, December 31, U.S. Dollar Senior Secured Term Loan A, due April 2020 (floating interest rate of 1.78% at June 30, 2015) $ 295.0 $ — U.S. Dollar Senior Secured Term Loan A, due May 2018 (floating interest rate of 2.24% at December 31, 2014) — 299.0 Senior Secured Revolving Credit Facility, due April 2020 (floating interest rate of 1.69% at June 30, 2015) 95.0 — Senior Unsecured Notes, due April 2020 (fixed interest rate of 6.75%) 500.0 500.0 Other borrowings 0.3 1.6 Total debt 890.3 800.6 Less: current portion (105.3 ) (1.6 ) Total long-term debt $ 785.0 $ 799.0 Effective April 28, 2015 (the "Effective Date"), the Company entered into a Second Amended and Restated Credit Agreement, dated as of April 28, 2015 (the "Restated Credit Agreement"), among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other agents and lenders party thereto. The Restated Credit Agreement amends and restates the Company’s existing credit agreement, dated as of May 13, 2013, as amended (the "2013 Credit Agreement"). In addition, immediately prior to the effectiveness of the Restated Credit Agreement, the Company entered into a Third Amendment, dated as of April 28, 2015 (the "Third Amendment"), to the 2013 Credit Agreement in order to facilitate the entry into and obtain certain lender consents for the Restated Credit Agreement. The Company subsequently entered into a First Amendment to the Restated Credit Agreement dated as of July 7, 2015 (the “First Amendment”), which First Amendment eliminated the requirement to use commercially reasonable efforts to maintain public ratings of the Company’s senior secured debt and revised the definition of “Change of Control” in Section 1.01 of the Restated Credit Agreement to remove language that could be viewed as effectively limiting the ability of stockholders to nominate and elect new directors, commonly referred to as a “dead hand proxy put.” The revision to the definition of “Change of Control” in the First Amendment is responsive to recent developments under Delaware law occurring after the date of the 2013 Credit Agreement. The Restated Credit Agreement provides for a $600.0 million , five -year senior secured credit facility, which consists of a $300.0 million revolving credit facility (the "Restated Revolving Facility") and a $300.0 million term loan. Specifically, in connection with the Restated Credit Agreement, the Company: • replaced the Company’s existing U.S.-dollar denominated Senior Secured Term A Loan, due May 2018, under the 2013 Credit Agreement (the "Existing Term A Loan"), which had an aggregate principal amount of $299.0 million outstanding immediately prior to the Effective Date, with a new U.S.-dollar denominated Senior Secured Term A Loan, with a maturity date as specified below, in an aggregate original principal amount of $300.0 million (the "Restated Term A Loan"); and • replaced the $250.0 million revolving credit facility under the 2013 Credit Agreement with the Restated Revolving Facility, under which approximately $42.0 million was outstanding immediately following the Effective Date. Borrowings under the Restated Term A Loan were used to continue the entire outstanding principal amount of the Existing Term A Loan and pay fees associated with the Restated Credit Agreement. The Restated Revolving Facility is expected to be available for working capital and general corporate purposes. Undrawn amounts under the Restated Revolving Facility will be subject to a commitment fee rate of 0.25% to 0.40% per annum, depending on the Company’s consolidated leverage ratio. As of June 30, 2015 , the commitment fee rate was 0.30% . As of June 30, 2015 , there were borrowings of $95.0 million under the Restated Revolving Facility. The amount available for borrowings was $198.0 million (allowing for $7.0 million of letters of credit outstanding on that date). We expect to repay the Restated Revolving Facility by the end of 2015. Maturity and amortization Borrowings under the Restated Revolving Facility and the Restated Term A Loan will mature on the earlier of (i) April 28, 2020 and (ii) the date that is 180 days prior to the maturity of the Company’s senior unsecured notes, due April 30, 2020, unless such notes are earlier refinanced. Amounts under the Restated Revolving Facility will be non-amortizing. Beginning September 30, 2015, the outstanding principal amount under the Restated Term A Loan will be payable in quarterly installments in an amount representing, on an annual basis, 5.0% of the initial aggregate principal amount of such loan and increasing to 12.5% by September 30, 2018. As of June 30, 2015 , the current principal amount due in the next year is $10.0 million on the Restated Term A Loan. Interest rates Amounts outstanding under the Restated Credit Agreement will bear interest (i) in the case of Eurodollar loans, at a rate per annum equal to the Eurodollar rate (which is based on an average British Bankers Association Interest Settlement Rate) plus the applicable rate; (ii) in the case of loans made at the Base Rate (which means the highest of (a) the Bank of America, N.A. prime rate then in effect, (b) the Federal Funds effective rate then in effect plus ½ of 1.00% and (c) the Eurodollar rate that would be payable on such day for a Eurodollar loan with a 1 -month interest period plus 1.00% ), at a rate per annum equal to the Base Rate plus the applicable rate; and (iii) in the case of swing line loans, at a rate per annum equal to the Base Rate plus the applicable rate. Separate base interest rate and applicable rate provisions will apply for any Canadian or Australian currency denominated loans. The applicable rate applied to outstanding Eurodollar loans and Base Rate loans is based on the Company’s Consolidated Leverage Ratio (as defined in the Restated Credit Agreement) as follows: Consolidated Leverage Ratio Applicable Rate on Eurodollar Loans Applicable Rate on Base Rate Loans > 4.00 to 1.00 2.50% 1.50% ≤ 4.00 to 1.00 and > 3.50 to 1.00 2.25% 1.25% ≤ 3.50 to 1.00 and > 3.00 to 1.00 2.00% 1.00% ≤ 3.00 to 1.00 and > 2.00 to 1.00 1.50% 0.50% ≤ 2.00 to 1.00 1.25% 0.25% As of June 30, 2015 , all of the amounts outstanding under the Restated Term Loan A bore interest at a Eurodollar rate plus the applicable rate of 1.50% and the amounts drawn under the Restated Revolving Facility bore interest at either a Eurodollar rate plus 1.50% or a Base Rate plus the applicable rate of 0.50% . Prepayments Subject to certain conditions and exceptions, the Restated Credit Agreement requires the Company to prepay outstanding loans in certain circumstances, including (a) in an amount equal to 100.0% of the net cash proceeds from sales or dispositions of property or assets in excess of $10.0 million per fiscal year, (b) in an amount equal to 100.0% of the net cash proceeds from property insurance or condemnation awards in excess of $10.0 million per fiscal year, and (c) in an amount equal to 100.0% of the net cash proceeds from additional debt other than debt permitted under the Restated Credit Agreement. The Company also is required to prepay outstanding loans with specified percentages of excess cash flow based on its leverage. The Restated Credit Agreement contains other customary prepayment obligations and provides for voluntary commitment reductions and prepayment of loans, subject to certain conditions and exceptions. Permitted acquisitions The Restated Credit Agreement increases the aggregate amount of Investments (as defined in the Restated Credit Agreement) allowed to be made by the Company and other Loan Parties (as defined in the Restated Credit Agreement) in subsidiaries used to consummate permitted acquisitions by such subsidiaries to the greater of $500.0 million or 15.0% of Consolidated Total Assets (as defined in the Restated Credit Agreement). Dividends and share repurchases . Under the Restated Credit Agreement, the Company may pay dividends and/or repurchase shares in an aggregate amount equal to the sum of: (i) the greater of (a) $25.0 million and (b) 1.0% of the Company’s Consolidated Total Assets, plus (ii) an aggregate amount not to exceed $60.0 million in any fiscal year; provided the Company’s Consolidated Leverage Ratio after giving pro forma effect to the restricted payment is greater than 2.50:1.00 and less than or equal to 3.75:1.00, plus (iii) an additional amount so long as the Consolidated Leverage Ratio after giving pro forma effect to the restricted payment is less than or equal to 2.50 :1.00, plus (iv) any Net Equity Proceeds (as defined in the Restated Credit Agreement). Covenant s The Restated Credit Agreement contains customary affirmative and negative covenants as well as events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults, certain bankruptcy or insolvency events, certain ERISA-related events, changes in control or ownership and invalidity of any loan document. The indenture governing the senior unsecured notes also contains certain covenants. As of and for the period ended June 30, 2015 the Company was in compliance with all applicable covenants. Under the Restated Credit Agreement, the Company is required to meet certain financial tests, including a maximum Consolidated Leverage Ratio as determined by reference to the following ratios: Period Maximum Consolidated Leverage Ratio (1) Though June 30, 2015 4.00:1.00 July 1, 2015 and thereafter 3.75:1.00 (1) The Consolidated Leverage Ratio is computed by dividing the Company's net funded indebtedness by the cumulative four-quarter-trailing EBITDA, which excludes transaction costs, restructuring and other charges up to certain limits as well as other adjustments defined in the Restated Credit Agreement. Following the consummation of a Material Acquisition (as defined in the Restated Credit Agreement), and as of the end of the fiscal quarter in which such Material Acquisition occurs and as of the end of the three fiscal quarters thereafter, each of the levels above will increase by 0.50 :1.00, provided that no more than one such increase can be in effect at any time. The Restated Credit Agreement also requires the Company to maintain a Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter at or above 1.25 to 1.00. Guarantees and security Generally, obligations under the Restated Credit Agreement are guaranteed by certain of the Company’s existing and future subsidiaries, and are secured by substantially all of the Company’s and certain guarantor subsidiaries’ assets, subject to certain exclusions and limitations. Incremental facilities The Restated Credit Agreement permits the Company to seek increases in the size of the Restated Revolving Facility and the Restated Term A Loan prior to maturity by up to $500.0 million , in the aggregate, subject to certain conditions and lender commitment. |