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Debt
9 Months Ended
Sep. 30, 2014
Debt Disclosure [Abstract]  
Debt

6. Debt

Our debt consisted of the following (in millions):

 

     September 30,
2014
    December 31,
2013
 

Short-term debt

    

Senior Notes due 2014

   $ 250.0      $ —     

Long-term debt

    

Senior Notes due 2014

   $ —        $ 250.0   

Senior Notes due 2019

     500.0        500.0   

Senior Notes due 2021

     300.0        300.0   

Senior Notes due 2039

     500.0        500.0   

Japan term loan

     107.6        112.4   

Other long-term debt

     4.0        2.1   

Debt discount

     (1.5     (1.5

Adjustment related to interest rate swaps

     16.3        9.3   
  

 

 

   

 

 

 

Total long-term debt

   $ 1,426.4      $ 1,672.3   
  

 

 

   

 

 

 

In May 2014, we entered into a new credit agreement (Senior Credit Facility). The Senior Credit Facility contains: (i) a 5-year unsecured term loan facility in the principal amount of $3.0 billion (Term Loan), and (ii) a 5-year unsecured multicurrency revolving facility in the principal amount of $1.35 billion (Multicurrency Revolving Facility). The Senior Credit Facility replaced a previous agreement that provided for a $1.35 billion revolving credit facility that would have matured in May 2017. The Multicurrency Revolving Facility will mature in May 2019, with two one-year extensions available at our option. Borrowings under the Multicurrency Revolving Facility may be used for general corporate purposes. The availability of the Term Loan is conditioned on, among other things, the consummation of the Biomet merger. The Term Loan requires us to reduce unused commitments and prepay the borrowings under the Term Loan with any net cash proceeds received from specified asset sales, issuances or sales of equity and incurrences of borrowed money indebtedness, subject to certain exceptions. Commitments under the Term Loan automatically terminate on the earliest to occur of: (i) the funding and disbursement of the Term Loan funds to us, (ii) April 24, 2015, as such date may be extended pursuant to the definitive merger agreement with LVB, or (iii) termination of the definitive merger agreement with LVB. The Term Loan will mature five years after the initial borrowing. Borrowings under the Term Loan may only be used by us to fund, in part, the Biomet merger, including the payment of any indebtedness of LVB and its subsidiaries, and to pay all or a portion of the costs incurred by us in connection with the Biomet merger.

In May 2014, we also entered into a 364-Day Credit Agreement (Bridge Credit Agreement). The Bridge Credit Agreement is a 364-day unsecured committed bridge facility in the principal amount of $7.66 billion. Funding of loans under the Bridge Credit Agreement is conditioned on, among other things, the consummation of the Biomet merger. Any loans under the Bridge Credit Agreement will mature 364 days after the funding date of the loans. The Bridge Credit Agreement requires us to reduce unused commitments and prepay the loans with any net cash proceeds received from specified asset sales, issuances or sales of equity and incurrences of borrowed money indebtedness, such as new senior notes we intend to issue, subject to certain exceptions. Commitments under the Bridge Credit Agreement automatically terminate on the earliest to occur of: (i) the funding and disbursement of the loans, (ii) April 24, 2015, as such date may be extended pursuant to the definitive merger agreement with LVB, or (iii) termination of the definitive merger agreement with LVB. Proceeds of loans under the Bridge Credit Agreement may only be used to fund, in part, the Biomet merger, including the payment of any indebtedness of LVB and its subsidiaries, and to pay all or a portion of the costs incurred by us in connection with the Biomet merger.

In association with the Senior Credit Facility and Bridge Credit Agreement, we incurred debt issuance costs paid to the lenders. These debt issuance costs, to the extent paid, were recognized as financing cash flows on our condensed consolidated statement of cash flows. For the debt issuance costs related to the Bridge Credit Agreement, we are recognizing expense on a straight-line basis over the estimated commitment period, which is one year. If we borrow under the Bridge Credit Agreement in the future, any remaining unamortized debt issuance costs will be recognized as interest expense over the period debt is outstanding under the Bridge Credit Agreement. The related expense for the Bridge Credit Agreement debt issuance costs has been presented as “Other expense” on our condensed consolidated statement of earnings since we have not borrowed against this agreement. The debt issuance costs related to the Term Loan portion of the Senior Credit Facility will be recognized as interest expense under the effective interest rate method once we borrow on the Term Loan. The debt issuance costs related to the Multicurrency Revolving Facility are being recognized as expense on a straight-line basis over the 5-year commitment period of the facility.

The estimated fair value of our senior notes as of September 30, 2014, based on quoted prices for the specific securities from transactions in over-the-counter markets (Level 2), was $1,679.9 million. The estimated fair value of the Japan term loan as of September 30, 2014, based upon publicly available market yield curves and the terms of the debt (Level 2), was $107.3 million.

As of December 31, 2013 and previous quarter end periods in 2014, our intent was to refinance the Senior Notes due November 30, 2014 by utilizing our Senior Credit Facility or issuing new senior unsecured notes. Since we had the intent and ability to refinance these notes on a long-term basis, we classified them as long-term debt in those periods. Our intent is still to refinance the Senior Notes due November 30, 2014 on a long-term basis when we issue new senior unsecured notes for the pending Biomet merger. However, we expect the new senior unsecured notes issuance will happen after November 30, 2014 and we now intend to use cash on hand and possibly borrowings under our Senior Credit Facility to pay the remaining principal and interest on the Senior Notes due November 30, 2014 when they mature. Accordingly, we have now classified the Senior Notes due November 30, 2014 as short-term debt.