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Debt
12 Months Ended
Dec. 31, 2011
Debt  
Debt

Note 6.  Debt

Long-term debt consisted of the following:

 
  December 31,  
 
  2011   2010  

Senior Notes (7.375% fixed rate) due 2014

  $ 158.0   $ 223.0  

Neenah Germany project financing (3.8% fixed rate) due in 16 equal semi-annual installments ending December 2016

    8.1     10.0  

Neenah Germany revolving lines of credit (variable rates)

    20.1     11.9  
           

Total Debt

    186.2     244.9  

Less: Debt payable within one year

    21.7     13.6  
           

Long-term debt

  $ 164.5   $ 231.3  
           

Senior Unsecured Notes

On November 30, 2004, the Company completed an underwritten offering of ten-year senior unsecured notes (the "Senior Notes") at an aggregate face amount of $225 million. Interest on the Senior Notes is payable May 15 and November 15 of each year. The Senior Notes are fully and unconditionally guaranteed by substantially all of the Company's subsidiaries, with the exception of our non-Canadian international subsidiaries.

On March 10, 2011, the Company completed an early redemption of $65 million in aggregate principal amount of the Senior Notes (the "Early Redemption") plus a call premium of 2.458 percent. The Early Redemption was financed with approximately $34 million of cash on hand, with the remainder provided by borrowings under the Company's revolving credit facility. For the year ended December 31, 2011, the Company recognized a pre-tax loss of approximately $2.4 million in connection with the Early Redemption, including the write-off of related unamortized debt issuance costs. During the year ended December 31, 2010, the Company purchased $2 million principal amount of Senior Notes for slightly less than par value. The Company recognized a pre-tax loss of approximately $25 thousand in connection with these purchases, including the write-off of related unamortized debt issuance costs. The loss is recorded in Other income — net on the consolidated statement of operations.

During the 12-month period commencing on November 15, 2011, the Company may redeem all or any portion of the Senior Notes at 101.229 percent of the principal amount plus accrued and unpaid interest. Commencing on or after November 15, 2012, the Company may redeem all or any portion of the Senior Notes at 100 percent of the principal amount plus accrued and unpaid interest. As of December 31, 2011, $158 million of Senior Notes were issued and outstanding.

Amended and Restated Secured Revolving Credit Facility

On November 5, 2009, the Company renewed and modified its Bank Credit Agreement by entering into an amended and restated credit agreement (as amended and restated, the "Credit Agreement") by and among the Company, certain of its subsidiaries as co-borrowers, Neenah Canada, as guarantor, the lenders listed in the Credit Agreement and JPMorgan Chase Bank, N.A., as agent for the lenders.

On March 31, 2011, the Company entered into the first amendment to the Credit Agreement. On November 16, 2011, the Company entered into the Second Amendment to the Credit Agreement (as amended, the "Amended Credit Agreement"). As of December 31, 2011, the Amended Credit Agreement consists of a $95 million senior, secured revolving credit facility (the "Revolver"). The Company's ability to borrow under the Revolver is limited to the lowest of (a) $95 million; (b) the Company's borrowing base (as determined in accordance with the Amended Credit Agreement) and (c) the applicable cap on the amount of "credit facilities" under the indenture for the Senior Notes. Under certain conditions, the Company has the ability to increase the size of the Revolver to $150 million. The total commitment under the Amended Credit Agreement cannot exceed $150 million. The Amended Credit Agreement will terminate on November 30, 2015 or on August 31, 2014 if the Senior Notes have not been repurchased, defeased, refinanced or extended as of such date. The Amended Credit Agreement is secured by substantially all of the assets of the Company and the subsidiary borrowers. Neenah Germany is not obligated with respect to the Amended Credit Agreement, either as a borrower or a guarantor.

Among other things, the Amended Credit Agreement allows the Company to repurchase (1) up to $15,000,000 of its own stock on or before December 31, 2012, and (2) up to an additional $10,000,000 of its stock annually thereafter during the term of the Amended Credit Agreement, subject to the terms and conditions contained in the Second Amendment.

The Revolver bears interest at either (1) a prime rate-based index plus a percentage ranging from 1.50% to 2.00%, or (2) LIBOR plus a percentage ranging from 3.00% to 3.50%, depending upon the amount of availability under the Revolver. The Company is also required to pay a monthly facility fee on the unused amount of the Revolver commitment at a per annum rate ranging between 0.50% and 0.75%, depending upon usage under the Revolver.

As of December 31, 2011 and 2010, the Company had no outstanding Revolver borrowings. Interest on Revolver borrowings is paid monthly. Amounts outstanding under the Revolver may be repaid, in whole or in part, at any time without premium or penalty except for specified make-whole payments on LIBOR-based loans. All principal amounts outstanding under the Revolver are due and payable on the date of termination of the Amended Credit Agreement. Borrowing availability under the Revolver varies over time depending on the value of the Company's inventory, receivables and various capital assets (the "Borrowing Base"). Borrowing availability under the Revolver is reduced by outstanding letters of credit and reserves for certain other items as defined in the Amended Credit Agreement. As of December 31, 2011, the Company had approximately $0.8 million of letters of credit and other items outstanding which reduced borrowing availability and $79.2 million of borrowing availability under the Revolver.

The Amended Credit Agreement contains events of default customary for financings of this type, including failure to pay principal or interest, materially false representations or warranties, failure to observe covenants and other terms of the Amended Credit Agreement, cross-defaults to certain other indebtedness, bankruptcy, insolvency, various ERISA violations, the incurrence of material judgments and changes in control.

The Amended Credit Agreement contains covenants with which the Company must comply during the term of the agreement. Among other things, such covenants restrict the Company's ability to incur certain additional debt, make specified restricted payments, authorize or issue capital stock, enter into transactions with affiliates, consolidate or merge with or acquire another business, sell certain of its assets, or dissolve or wind up. In addition, if borrowing availability under the Amended Credit Agreement is less than $20 million, the Company would be required to achieve a fixed charge coverage ratio (as defined in the Amended Credit Agreement) of not less than 1.1 to 1.0 for the preceding 12-month period, tested as of the end of such quarter. As of December 31, 2011, borrowing availability under the Amended Credit Agreement was $79.2 million and the Company was not required to comply with the fixed charge coverage ratio.

The Company's ability to pay cash dividends on its common stock is limited under the terms of both the Amended Credit Agreement and the Senior Notes. At December 31, 2011, under the most restrictive terms of these agreements, the Company's ability to pay cash dividends on its common stock is limited to a total of $8 million in a 12-month period.

Other Debt

In December 2006, Neenah Germany entered into an agreement with HypoVereinsbank and IKB Deutsche Industriebank AG to provide €10.0 million of project financing with a term of 10 years for the construction of a saturator. Principal outstanding under the agreement may be repaid at any time without penalty. Interest on amounts outstanding is based on actual days elapsed in a 360-day year and is payable semi-annually. As of December 31, 2011, €6.3 million ($8.1 million, based on exchanges rates at December 31, 2011) was outstanding under this agreement.

Neenah Germany has a revolving line of credit (the "German Line of Credit") with HypoVereinsbank that provides for borrowings of up to €15 million for general corporate purposes. The German Line of Credit is secured by the domestic accounts receivable of Neenah Germany. As of December 31, 2011 and 2010, the weighted-average interest rate on outstanding Line of Credit borrowings was 4.0 percent per annum and 4.1 percent per annum, respectively. In November 2010, Neenah Germany renewed the German Line of Credit on an "evergreen" basis. Subsequent to November 2011, the agreement may be terminated by either the Company or HypoVereinsbank upon giving proper notice. Neenah Germany has the ability to borrow in either Euros or U.S. dollars. Interest is computed on U.S. dollars loans at the rate of 8.5 percent per annum and on Euro loans at EURIBOR plus a margin of 1.5 percent. Interest is payable quarterly and principal may be repaid at any time without penalty. As of December 31, 2011, €13.0 million ($16.8 million, based on exchange rates at December 31, 2011) was outstanding under the German Line of Credit and €2.0 million ($2.6 million, based on exchanges rates at December 31, 2011) of credit was available.

In January 2011, Neenah Germany entered into an agreement with Commerzbank AG ("Commerzbank") to provide up to €3.0 million of unsecured revolving credit borrowings for general corporate purposes (the "Commerzbank Line of Credit"). The Commerzbank Line of Credit may be terminated by either the Company or Commerzbank upon giving proper notice. Commerzbank Line of Credit borrowings are denominated in Euros. As of December 31, 2011, the weighted average interest rate on Commerzbank Line of Credit borrowings is 3.5 percent per annum. The interest rate on Commerzbank Line of Credit borrowings cannot exceed five percent per annum and is payable monthly. Principal may be repaid at any time without penalty. As of December 31, 2011, €2.5 million ($3.3 million, based on exchange rates at December 31, 2011) was outstanding under the Commerzbank Line of Credit and €0.5 million ($0.6 million, based on exchanges rates at December 31, 2011) of credit was available.

Neenah Germany's ability to pay dividends or transfer funds to the Company is limited under the terms of both the HypoVereinsbank and Commerzbank lines of credit to not exceed certain limits defined in the agreement without lender approval or repayment of the amount outstanding under the line. As of December 31, 2011, approximately €15.5 million ($20.1 million, based on exchange rates at December 31, 2011) was outstanding under the HypoVereinsbank and Commerzbank lines of credit. In addition, the terms of the German Line of Credit require Neenah Germany to maintain a ratio of stockholder's equity to total assets equal to or greater than 45 percent. The Company was in compliance with all provisions of the agreement as of December 31, 2011.

Principal Payments

The following table presents the Company's required debt payments:

 
  2012   2013   2014 (a)   2015   2016   Thereafter   Total  

Debt payments

  $ 21.7   $ 1.5   $ 159.5   $ 1.4   $ 1.5   $ 0.6   $ 186.2  

(a)
Includes principal payments on the Senior Notes of $158 million.