Debt | 9 Months Ended |
Sep. 30, 2013 |
Debt [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
Note 5 – Debt |
|
On September 20, 2013, we entered into a Fourth Amendment to Credit Agreement and First Amendment to Subsidiary Guaranty Agreement (the Amendment) among us, as US Borrower, SCP Distributors Canada Inc., as Canadian Borrower, SCP Pool B.V., as Dutch Borrower, our subsidiary guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and certain other lenders. The Amendment amends certain terms of our existing unsecured syndicated senior credit facility (the Credit Facility) including extending the maturity date to September 20, 2018, increasing the borrowing capacity to $465.0 million from $430.0 million, and providing additional capacity under certain negative covenants, including indebtedness, liens, investments, sale of assets and dividends. |
|
The amendment replaces JPMorgan Chase Bank, N.A. as syndication agent with each of Bank of America N.A. and Union Bank, N.A.. It also replaces JPMorgan Securities LLC as a joint lead arranger and joint bookrunner with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Union Bank, N.A. Regions Bank and Capital One, N.A., each remain as a documentation agent. |
|
Our obligations under the Credit Facility are guaranteed by substantially all of our existing and future direct and indirect domestic subsidiaries. The Credit Facility contains terms and provisions (including representations, covenants and conditions) and events of default customary for transactions of this type. If we default under the Credit Facility, the lenders may terminate their obligations under the Credit Facility and may require us to repay all amounts. |
|
Revolving borrowings under the Credit Facility bear interest, at our option, at either of the following and in each case plus an applicable margin: |
|
| |
a. | a base rate, which is the highest of (i) the Wells Fargo Bank, National Association prime rate, (ii) the Federal Funds Rate plus 0.500% and (iii) the London Interbank Offered Rate (LIBOR) Market Index Rate plus 1.000%; or |
| |
b. | the LIBOR. |
|
Borrowings by the Canadian Borrower bear interest, at the Canadian Borrower’s option, at either of the following and in each case plus an applicable margin: |
|
| |
a. | a base rate, which is the greatest of (i) the Canadian Reference Bank prime rate and (ii) the annual rate of interest equal to the sum of the Canadian Dealer Offered Rate (CDOR) plus 1.000%; or |
| |
b. | the CDOR. |
|
Borrowings by the Dutch Borrower bear interest at LIBOR plus an applicable margin. |
|
The interest rate margins on the borrowings and letters of credit are based on our leverage ratio and will range from 1.150% to 1.625% on CDOR, LIBOR and swingline loans, and from 0.150% to 0.625% on Base Rate and Canadian Base Rate loans. Borrowings under the swingline loans are based on the LIBOR Market Index Rate plus any applicable margin. We are also required to pay an annual facility fee ranging from 0.10% to 0.25%, depending on our leverage ratio. |
|
This amendment did not have a material impact on our financial position, results of operations, or compliance with debt covenants as of and for the period ended September 30, 2013. |