Indebtedness | 9 Months Ended |
Sep. 30, 2013 |
Indebtedness [Abstract] | ' |
Indebtedness | ' |
INDEBTEDNESS |
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Indebtedness consisted of the following at September 30, 2013 and December 31, 2012 (in millions): |
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| September 30, 2013 | | December 31, 2012 |
11/4% Convertible senior subordinated notes due 2036 | $ | 199 | | | $ | 192.1 | |
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41/2% Senior term loan due 2016 | 270.4 | | | 264.2 | |
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57/8% Senior notes due 2021 | 300 | | | 300 | |
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Credit facility, expiring 2016 | 426.8 | | | 465 | |
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Other long-term debt | 95.9 | | | 65.5 | |
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| 1,292.10 | | | 1,286.80 | |
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Less: Current portion of long-term debt | (92.5 | ) | | (59.1 | ) |
11/4% Convertible senior subordinated notes due 2036 | (199.0 | ) | | (192.1 | ) |
Total indebtedness, less current portion | $ | 1,000.60 | | | $ | 1,035.60 | |
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Convertible Senior Subordinated Notes |
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The following table sets forth as of September 30, 2013 and December 31, 2012 the carrying amount of the equity component, the principal amount of the liability component, the unamortized discount and the net carrying amount of the Company’s $201.3 million 11/4% convertible senior subordinated notes due 2036 (in millions): |
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| September 30, 2013 | | December 31, 2012 |
Carrying amount of the equity component | $ | 54.3 | | | $ | 54.3 | |
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Principal amount of the liability component | $ | 201.3 | | | $ | 201.3 | |
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Less: unamortized discount | (2.3 | ) | | (9.2 | ) |
Net carrying amount | $ | 199 | | | $ | 192.1 | |
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The interest expense recognized relating to the contractual interest coupon and the amortization of the discount on the liability component for the 11/4% convertible senior subordinated notes was approximately $2.9 million and $8.8 million for the three and nine months ended September 30, 2013, respectively, and $2.8 million and $8.4 million for the three and nine months ended September 30, 2012, respectively. The effective interest rate on the liability component for the 11/4% convertible senior subordinated notes for the nine months ended September 30, 2013 and 2012 was 6.1%. The unamortized discount for the 11/4% convertible senior subordinated notes will be amortized through December 2013, as this is the earliest date that the notes’ holders can require the Company to repurchase the notes. |
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The Company’s 11/4% convertible senior subordinated notes, due December 15, 2036, were issued in December 2006, and provide for (i) the settlement upon conversion in cash up to the principal amount of the notes with any excess conversion value settled in shares of the Company’s common stock, and (ii) the conversion rate to be increased under certain circumstances if the notes are converted in connection with certain change of control transactions occurring prior to December 15, 2013. The notes are unsecured obligations and are convertible into cash and shares of the Company’s common stock upon satisfaction of certain conditions. Interest is payable on the notes at 11/4% per annum, payable semi-annually in arrears in cash on June 15 and December 15 of each year. The notes are convertible into shares of the Company’s common stock at an effective price of $40.51 per share, subject to adjustment, including to reflect the impact to the conversion rate upon payment of any dividends to the Company’s stockholders. The current effective price reflects a conversion rate for the notes of 24.6843 shares of common stock per $1,000 principal amount of notes. |
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Holders of the Company’s 11/4% convertible senior subordinated notes may require the Company to repurchase the notes at a repurchase price of 100% of their principal amount, plus any interest, on December 15, 2013. In addition, holders may convert the notes if, during any fiscal quarter, the closing sales price of the Company’s common stock exceeds 120% of the conversion price of $40.51 per share for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. As of September 30, 2013, the closing sales price of the Company’s common stock had exceeded 120% of the conversion price of the 11/4% convertible senior subordinated notes for at least 20 trading days in the 30 consecutive trading days ending September 30, 2013, and, therefore, the holders of the notes may convert the notes during the three months ending December 31, 2013. As of September 30, 2013, the Company classified the notes as a current liability due to the redemption feature discussed above, as well as the ability of the holders of the notes to convert the notes during the three months ending December 31, 2013. As of December 31, 2012, the Company classified the notes as a current liability due to the redemption feature of the notes. As of September 30, 2013 and December 31, 2012, the Company also classified approximately $2.3 million and $9.2 million, respectively, of the equity component of the 11/4% convertible senior subordinated notes as “Temporary equity.” The amount classified as “Temporary equity” was measured as the excess of (i) the amount of cash that would be required to be paid upon conversion over (ii) the current carrying amount of the liability-classified component. Due to the redemption feature of the notes, unless converted prior to such date, the notes will be required to be classified as a current liability through at least December 15, 2013. Holders of the notes may convert the notes earlier than December 15, 2013 dependent on the closing sales price of the Company’s common stock during the quarters in 2013, as previously discussed. Beginning December 19, 2013, the Company may redeem any of the notes at a redemption price of 100% of their principal amount, plus accrued interest, as well as settle any excess conversion value with shares of the Company’s common stock. Future classification of the notes between current liabilities and long-term debt beyond December 15, 2013 will be dependent on the closing sales price of the Company’s common stock during future quarters, until the fourth quarter of 2015, unless the Company chooses to redeem the notes beginning December 19, 2013. |
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4 1/2% Senior Term Loan |
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The Company’s €200.0 million (or approximately $270.4 million as of September 30, 2013) 41/2% senior term loan with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”) is due May 2, 2016. The Company has the ability to prepay the term loan before its maturity date. Interest is payable on the term loan at 41/2% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The term loan contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of default. The Company also has to fulfill financial covenants with respect to a total debt to EBITDA ratio and an interest coverage ratio. |
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5 7/8% Senior Notes |
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The Company’s $300.0 million of 57/8% senior notes due December 1, 2021 constitute senior unsecured and unsubordinated indebtedness. Interest is payable on the notes semi-annually in arrears on June 1 and December 1 of each year. At any time prior to September 1, 2021, the Company may redeem the notes, in whole or in part from time to time, at its option, at a redemption price equal to the greater of (i) 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date at the treasury rate plus 0.5%, plus accrued and unpaid interest, including additional interest, if any. Beginning September 1, 2021, the Company may redeem the notes, in whole or in part from time to time, at its option, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, including additional interest, if any. |
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Credit Facility |
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The Company’s revolving credit and term loan facility consists of a $600.0 million multi-currency revolving credit facility and a $365.0 million term loan facility. The maturity date of the Company’s credit facility is December 1, 2016. The Company is required to make quarterly payments towards the term loan of $5.0 million that will increase to $10.0 million commencing March 2015. Interest accrues on amounts outstanding under the credit facility, at the Company’s option, at either (1) LIBOR plus a margin ranging from 1.0% to 2.0% based on the Company’s leverage ratio, or (2) the base rate, which is equal to the higher of (i) the administrative agent’s base lending rate for the applicable currency, (ii) the federal funds rate plus 0.5%, and (iii) one-month LIBOR for loans denominated in US dollars plus 1.0% plus a margin ranging from 0.0% to 0.5% based on the Company’s leverage ratio. The credit facility contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of a default. The Company also has to fulfill financial covenants with respect to a total debt to EBITDA ratio and an interest coverage ratio. As of September 30, 2013, the Company had $426.8 million of outstanding borrowings under the credit facility and availability to borrow approximately $538.2 million. As of December 31, 2012, the Company had $465.0 million of outstanding borrowings under the credit facility and availability to borrow approximately $515.0 million. |
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The carrying amounts of long-term debt under the Company’s 41/2% senior term loan and credit facility approximate their fair values based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. At September 30, 2013, the estimated fair values of the Company’s 57/8% senior notes and 11/4% convertible senior subordinated notes, based on their listed market values, were $327.7 million and $302.6 million, respectively, compared to their carrying values of $300.0 million and $199.0 million, respectively. At December 31, 2012, the estimated fair values of the Company’s 57/8% senior notes and 11/4% convertible senior subordinated notes, based on their listed market values, were $327.2 million and $250.6 million, respectively, compared to their carrying values of $300.0 million and $192.1 million, respectively. |
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Standby Letters of Credit and Similar Instruments |
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The Company has arrangements with various banks to issue standby letters of credit or similar instruments, which guarantee the Company’s obligations for the purchase or sale of certain inventories and for potential claims exposure for insurance coverage. At September 30, 2013 and December 31, 2012, outstanding letters of credit totaled $16.8 million and $15.8 million, respectively. |