6. Long-term Debt

The total undiscounted face amount of Headwaters’ outstanding long-term debt was approximately $504.9 million as of September 30, 2012 and $465.4 million as of June 30, 2013. As of those dates, the discounted carrying value of long-term debt consisted of the following:

(in thousands)	September 30, 2012		June 30, 2013

7-5/8% Senior secured notes, due April 2019	$	400,000	$	400,000

Convertible senior subordinated notes:
2.50%, due February 2014 (face amount $55,077 at September 30, 2012 and $15,566 at June 30, 2013), net of discount	51,278		15,090
8.75%, due February 2016 (face amount $49,791), net of discount	49,261		49,380
Total convertible senior subordinated notes, net of applicable discounts	100,539		64,470

Carrying amount of long-term debt, net of discounts	500,539		464,470
Less current portion	0		(15,090		)

Long-term debt	$	500,539	$	449,380

7-5/8% Senior Secured Notes — In March 2011, Headwaters issued $400.0 million of 7-5/8% senior secured notes for net proceeds of approximately $392.8 million. The 7-5/8% notes mature in April 2019 and bear interest at a rate of 7.625%, payable semiannually. The notes are secured by substantially all assets of Headwaters; however, the note holders have a second priority position with respect to the assets that secure the ABL Revolver described below, currently consisting of certain trade receivables and inventories of Headwaters’ light building products and heavy construction materials segments. The notes are senior in priority to all other outstanding and future subordinated debt.

Headwaters can redeem the 7-5/8% notes, in whole or in part, at any time after March 2015 at redemption prices ranging from 103.8% to 100.0%, depending on the redemption date. In addition, through March 2014 Headwaters can redeem at a price of 107.6% up to 35% of the outstanding notes with the net proceeds from one or more equity offerings. Headwaters can also redeem up to 10% of the notes in any 12-month period through March 2014 at a price of 103%, and can redeem any portion of the notes at any time through March 2015 at a price equal to 100% plus a make-whole premium.

The senior secured notes limit Headwaters in the incurrence of additional debt and liens on assets, prepayment of future new subordinated debt, merging or consolidating with another company, selling all or substantially all assets, making investments and the payment of dividends or distributions, among other things. Headwaters was in compliance with all debt covenants as of June 30, 2013.

ABL Revolver — Since entering into the ABL Revolver, Headwaters has not borrowed any funds under the arrangement and has no borrowings outstanding as of June 30, 2013. Availability under the ABL Revolver cannot exceed $70.0 million, which includes a $35.0 million sub-line for letters of credit and a $10.5 million swingline facility. Availability under the ABL Revolver is further limited by the borrowing base valuations of the assets of Headwaters’ light building products and heavy construction materials segments which secure the borrowings, currently consisting of certain trade receivables and inventories. In addition to the first lien position on these assets, the ABL Revolver lenders have a second priority position on substantially all other assets of Headwaters. Headwaters has secured letters of credit under terms of the ABL Revolver for approximately $22.7 million for various purposes and as of June 30, 2013, availability under the ABL Revolver was approximately $47.3 million.

Outstanding borrowings under the ABL Revolver accrue interest at Headwaters’ option, at either i) the London Interbank Offered Rate (LIBOR) plus 2.25%, 2.50% or 2.75%, depending on Headwaters’ fixed charge coverage ratio; or ii) the “Base Rate” plus 1.0%, 1.25% or 1.5%, again depending on the fixed charge coverage ratio. The base rate is subject to a floor equal to the highest of i) the prime rate, ii) the federal funds rate plus 0.5%, and iii) the 30-day LIBOR rate plus 1.0%. Fees on the unused portion of the ABL Revolver range from 0.25% to 0.50%, depending on the amount of the credit facility which is utilized. If there would have been borrowings outstanding under the ABL Revolver as of June 30, 2013, the interest rate on those borrowings would have been approximately 3.0%. The ABL Revolver has a termination date of October 2014, with a contingent provision for early termination three months prior to the earliest maturity date of the senior secured notes or any of the convertible senior subordinated notes (currently November 2013), at which time any amounts borrowed must be repaid. The contingent provision for early termination is precluded if, three months prior to any note maturity date, borrowing base capacity under the ABL Revolver and / or cash collateral is at least equivalent to the notes maturing on such date.

The ABL Revolver contains restrictions and covenants common to such agreements, including limitations on the incurrence of additional debt and liens on assets, prepayment of subordinated debt, merging or consolidating with another company, selling assets, making capital expenditures, making acquisitions and investments and the payment of dividends or distributions, among other things. In addition, if availability under the ABL Revolver is less than 15%, Headwaters is required to maintain a monthly fixed charge coverage ratio of at least 1.0x for the preceding twelve-month period. Headwaters was in compliance with all covenants as of June 30, 2013.

Convertible Senior Subordinated Notes — The Form 10-K includes a detailed description of all of Headwaters’ currently outstanding convertible senior subordinated notes. During the June 2013 quarter, Headwaters repurchased and canceled approximately $24.3 million in aggregate principal amount of the 2.50% notes for cash consideration of approximately $24.5 million. The premium and accelerated debt discount and debt issue costs aggregating approximately $1.3 million were charged to interest expense. During the March 2013 quarter, Headwaters repurchased and canceled approximately $15.3 million in aggregate principal amount of the 2.50% notes for cash consideration of approximately $15.2 million. Accelerated debt discount and debt issue costs aggregating approximately $0.8 million were charged to interest expense.

During the December 2011 quarter, Headwaters repurchased and canceled $7.5 million in aggregate principal amount of the 2.50% notes for cash consideration of approximately $5.5 million. The $2.0 million gain was recorded in other income. Accelerated debt discount and debt issue costs aggregating approximately $0.9 million were charged to interest expense. During the March 2012 quarter, Headwaters repurchased and canceled nearly all of the remaining outstanding balance of the former 14.75% notes. Terms of repayment included premiums of approximately $1.6 million. Accelerated debt discount and debt issue costs aggregating approximately $0.7 million were charged to interest expense.

During the June 2012 quarter, Headwaters issued approximately $49.8 million of new 8.75% convertible senior subordinated notes in exchange for cancellation of an equal amount of outstanding 2.50% convertible senior subordinated notes, plus a cash payment of approximately $0.6 million. The unamortized balances of debt discount and debt issue costs related to the $49.8 million of retired 2.50% notes, aggregating approximately $4.5 million, were written off and charged to interest expense. In addition, in the June 2012 quarter, Headwaters repurchased and canceled the remaining $1.0 million outstanding balance of 14.75% notes, which repurchase included a premium of approximately $0.1 million. The premium and accelerated debt discount and debt issue costs aggregating approximately $0.2 million were charged to interest expense. Also in the June 2012 quarter, Headwaters redeemed at par the remaining $9.2 million of 16% notes and repurchased and canceled $5.0 million in aggregate principal amount of the 2.50% notes for cash consideration of approximately $4.7 million. The $0.3 million gain was recorded in other income. Accelerated debt discount and debt issue costs aggregating approximately $0.5 million were charged to interest expense.

Interest and Debt Maturities — During the June 2012 and 2013 quarters, Headwaters incurred total interest costs of approximately $16.0 million and $11.2 million, respectively, including approximately $6.8 million and $1.8 million, respectively, of non-cash interest. During the nine months ended June 30, 2012 and 2013, Headwaters incurred total interest costs of approximately $42.2 million and $33.0 million, respectively, including approximately $12.7 million and $5.0 million, respectively, of non-cash interest expense. Neither capitalized interest nor interest income was material for any period presented. The weighted-average interest rate on the face amount of outstanding long-term debt, excluding amortization of debt discount and debt issue costs, was approximately 7.2% at September 30, 2012 and 7.6% at June 30, 2013. All of the outstanding 2.50% convertible notes mature in February 2014.