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Debt
3 Months Ended
Mar. 31, 2015
Debt Disclosure [Abstract]  
Debt

7. Debt

Our debt consisted of the following (in millions):

 

     March 31,
2015
     December 31,
2014
 

Long-term debt

     

1.450% Senior Notes due 2017

   $ 500.0       $ —     

2.000% Senior Notes due 2018

     1,150.0         —     

4.625% Senior Notes due 2019

     500.0         500.0   

2.700% Senior Notes due 2020

     1,500.0         —     

3.375% Senior Notes due 2021

     300.0         300.0   

3.150% Senior Notes due 2022

     750.0         —     

3.550% Senior Notes due 2025

     2,000.0         —     

4.250% Senior Notes due 2035

     500.0         —     

5.750% Senior Notes due 2039

     500.0         500.0   

4.450% Senior Notes due 2045

     1,250.0         —     

Japan term loan

     98.2         98.0   

Other long-term debt

     4.9         4.9   

Debt discount

     (23.1      (1.4

Adjustment related to interest rate swaps

     31.2         24.0   
  

 

 

    

 

 

 

Total long-term debt

$ 9,061.2    $ 1,425.5   
  

 

 

    

 

 

 

At March 31, 2015, our total long-term debt consisted of $8.95 billion aggregate principal amount of our senior notes, an 11.7 billion Japanese Yen term loan agreement (“Japan Term Loan”) that will mature on May 31, 2018, and other long-term debt totaling $4.9 million.

At March 31, 2015, we also had a $4.35 billion senior credit facility (the “Senior Credit Facility”) that contains: (i) a 5-year unsecured term loan facility in the principal amount of $3.0 billion (the “Biomet Term Loan Facility”), and (ii) a 5-year unsecured multicurrency revolving facility in the principal amount of $1.35 billion (the “Multicurrency Revolving Facility”). The Senior Credit Facility contains customary affirmative and negative covenants and events of default for an unsecured financing arrangement, including, among other things, limitations on consolidations, mergers and sales of assets. Financial covenants include a consolidated indebtedness to consolidated EBITDA ratio of no greater than 3.0 to 1.0 in periods prior to our drawing on the Biomet Term Loan Facility, no greater than 5.0 to 1.0 for the first twelve months after we draw on the Biomet Term Loan Facility and no greater than 4.5 to 1.0 thereafter. If our credit rating falls below investment grade, additional restrictions would result, including restrictions on investments and payment of dividends. We were in compliance with all covenants under the Senior Credit Facility as of March 31, 2015.

We plan to draw on the Biomet Term Loan Facility at the time the Biomet merger is consummated and use the proceeds to pay a portion of the cash consideration payable in the Biomet merger, pay merger-related fees and expenses and pay a portion of Biomet’s funded debt. Our ability to draw on the Biomet Term Loan Facility is conditioned upon, among other things, the consummation of the Biomet merger.

Borrowings under the Multicurrency Revolving Facility may be used for general corporate purposes. There were no borrowings outstanding under the Multicurrency Revolving Facility as of March 31, 2015.

Of the total $8.95 billion aggregate principal amount of senior notes outstanding at March 31, 2015, we issued $7.65 billion of this amount in March 2015 (the “Merger Notes”), the proceeds of which will be used to finance a portion of the cash consideration payable in the Biomet merger, pay merger related fees and expenses and pay a portion of Biomet’s funded debt. The Merger Notes consist of the following seven tranches: the 1.450% Senior Notes due 2017, the 2.000% Senior Notes due 2018, the 2.700% Senior Notes due 2020, the 3.150% Senior Notes due 2022, the 3.550% Senior Notes due 2025, the 4.250% Senior Notes due 2035 and the 4.450% Senior Notes due 2045. If the Biomet merger has not been consummated by July 23, 2015 (plus any extension of such date), or if, prior to such date, the merger agreement is terminated, we will be obligated to redeem all of the Merger Notes at a price equal to 101 percent of the principal amount of the Merger Notes plus accrued and unpaid interest to the redemption date.

We may, at our option, redeem our senior notes, in whole or in part, at any time upon payment of the principal, any applicable make-whole premium, and accrued and unpaid interest to the date of redemption. In addition, the Merger Notes and the 3.375% Senior Notes due 2021 may be redeemed at our option without any make-whole premium at specified dates ranging from one month to six months in advance of the scheduled maturity date.

The estimated fair value of our senior notes as of March 31, 2015, based on quoted prices for the specific securities from transactions in over-the-counter markets (Level 2), was $9,246.1 million. The estimated fair value of the Japan Term Loan as of March 31, 2015, based upon publicly available market yield curves and the terms of the debt (Level 2), was $98.0 million.