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Long-term debt
12 Months Ended
Dec. 31, 2013
Long-term debt [Abstract]  
Long-term debt

10. Long-term debt

The components of long-term indebtedness are as follows:

 
 
December 31,
 
(in thousands)
 
2013
  
2012
 
Construction loan dated July 2011; one month LIBOR plus 3%, repaid in December 2013
 
$
-
  
$
29,375
 
Equipment loan dated August 2011; one month LIBOR plus 3%, repaid in December 2013
  
-
   
11,068
 
Term loan dated December 2009; three month LIBOR plus 3.25%, repaid in December 2013
  
-
   
18,200
 
Term loan dated November 2009; three month LIBOR plus 3.25%, repaid in December 2013
  
-
   
4,131
 
Revolving credit loan dated December 2013; one month LIBOR plus 2.75%; due in December 2018
  
62,000
   
-
 
Total long-term indebtedness
  
62,000
   
62,774
 
Less current portion of long-term indebtedness
  
-
   
(4,470
)
Noncurrent portion of long-term indebtedness
  
62,000
   
58,304
 


On December 11, 2013, the Company entered into a senior secured credit agreement ("Credit Agreement") with three lending financial institutions (the "Lenders"), led by Bank of America, N.A., as administrative agent for certain other lending financial institutions. The Credit Agreement provides for a revolving credit facility of up to $100 million through December 11, 2018 (or such earlier date required by the terms of the Credit Agreement) and a term loan facility of up to $125 million to be drawn in full, if at all, on or prior to March 31, 2014. In connection with the entry into the Credit Agreement,  borrowed $62.0 million under the revolving credit facility primarily to repay obligations under existing loan agreements. As of December 31, 2013, $62.0 million was outstanding under the revolving credit facility. Debt issuance costs of $3.5 million have been capitalized and are being amortized over the term of the Credit Agreement, with an unamortized balance of $3.4 million at December 31, 2013.

The Company's payment obligations under the Credit Agreement are secured by a lien on substantially all of the Company's assets, including the stock of all of the Company's subsidiaries, and the assets of the subsidiary guarantors, including mortgages over certain of their real properties, including the Company's large-scale vaccine manufacturing facility in Lansing, Michigan and the Company's product development and manufacturing facility in Baltimore, Maryland.

Under the Credit Agreement, the Company is required to make quarterly interest payments calculated using a combination of conventional base-rate measures plus a margin over those rates. The base rates consist of LIBOR rates and prime rates. The actual rates will depend on the level of these underlying rates plus a margin based on the Company's leverage, on a consolidated basis, from quarter to quarter.

The Credit Agreement contains affirmative and negative covenants customary for financings of this type. Negative covenants in the Credit Agreement, among other things, limit the Company's ability to incur indebtedness (other than the issuance of the notes in this offering) and liens; dispose of assets; make investments including loans, advances or guarantees; and enter into certain mergers or similar transactions. The Credit Agreement also contains financial covenants, tested quarterly and in connection with any triggering events under the Credit Agreement: (1) a minimum consolidated debt service coverage ratio of 2.50 to 1.00, (2) a maximum consolidated leverage ratio of 3.50 to 1.00, (3) a maximum consolidated senior leverage ratio of 2.00 to 1.00 (when no term loan is outstanding) and (4) a minimum liquidity requirement of $50 million. Upon the occurrence and continuance of an event of default under the Credit Agreement, the commitments of the lenders to make loans under the Credit Agreement may be terminated (other than commitments to make the term loan, which may only be terminated upon the occurrence and continuance of certain specified defaults) and the Company's payment obligations under the Credit Agreement may be accelerated. The events of default under the Credit Agreement include, among others, subject in some cases to specified cure periods, payment defaults; inaccuracy of representations and warranties in any material respect; defaults in the observance or performance of covenants; bankruptcy and insolvency related defaults; the entry of a final judgment in excess of a threshold amount; change of control; and the invalidity of loan documents relating to the Credit Agreement. The Company was in compliance with these covenants as of December 31, 2013.

In August 2011, the Company entered into a loan agreement with PNC Bank ("PNC") to provide the Company with an equipment loan of up to $12.0 million to fund equipment purchases at the Company's Baltimore, Maryland product development and manufacturing facility. Under the equipment loan agreement, PNC agreed to make advances to the Company of up to $12.0 million through December 2012 based on periodic requests from the Company. The loan was repaid in December 2013.

In July 2011, the Company entered into a loan agreement and related agreements with PNC, under which PNC agreed to provide the Company with a construction loan of up to $30.0 million, primarily to fund the renovation and improvement of the Baltimore facility.  Under the Company's loan agreement with PNC, PNC agreed to make advances to the Company of up to $30.0 million through July 2012. This loan was repaid in December 2013.

In December 2009, the Company entered into a loan agreement with HSBC, under which HSBC provided the Company with a term loan of $22.8 million. Payment of the loan was secured by substantially all of the assets of Emergent BioDefense Operations, other than accounts receivable under BioThrax supply contracts with the U.S. government. The Company repaid the loan in December 2013.

In October 2009, the Company acquired a research and development facility in Gaithersburg, Maryland. The loan was collateralized by the facility. The Company repaid the loan in December 2013.

Scheduled principal repayments and maturities on long-term debt as of December 31, 2013 are as follows:

(in thousands)
 
 
2014
  
-
 
2015
  
-
 
2016
  
-
 
2017
  
-
 
2018 and thereafter
  
62,000
 
 
 
$
62,000
 

On January 29, 2014, the Company issued $250.0 million aggregate principal amount of 2.875% Convertible Senior Notes due 2021 ("Notes"). The Notes will bear interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2014. The Notes will mature on January 15, 2021, unless earlier purchased by us, redeemed or converted. The conversion rate will initially equal 30.8821 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $32.38 per share of common stock). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest.

On January 29, 2014, in connection with the Company's issuance of the Notes, the unused $125 million term loan portion of the Company's Credit Agreement terminated automatically in accordance with the terms of the senior secured credit agreement, dated December 11, 2013, with the Lenders. In addition, following the closing of the Notes offering, we repaid the $62.0 million outstanding indebtedness under the revolving credit portion of the credit facility, which restored the full $100.0 million revolving credit capacity under this facility.