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Debt Obligations
12 Months Ended
Apr. 30, 2012
Debt Obligations
15. Debt obligations:

 

     Principal
Repayment terms
     Facility maturity
dates
     2012     2011  

Senior secured notes

     At maturity         October 2020       $ 1,084,109      $ 1,082,936   

Revolving credit facility:

          

US LIBOR plus margin (i)

     At maturity         October 2015         125,000        70,000   

Other term loans:

          

Eurocopter Loan - 2.50%

     At maturity         June 2011         —          1,618   

Eurocopter Loan - 2.50%

     On demand         —           4,623        —     

EDC US loan - 5.04%

     Semi-annually         November 2011         —          1,959   

EDC-B.A. CDOR rate (6 month) plus margin (i)

     Semi-annually         June 2014         2,745        3,993   

EDC-B.A. CDOR rate (6 month) plus margin (i)

     Semi-annually         April 2018         10,476        13,609   

Capital lease obligations

     Quarterly        
 
June 2012 -
May 2014
  
  
     26,922        117,371   

Boundary Bay Financing - 6.93%

     Monthly         April 2035         33,205        —     
        

 

 

   

 

 

 

Total long-term debt

           1,287,080        1,291,486   

Less: current portion

           (17,701     (106,642
        

 

 

   

 

 

 

Long-term

         $ 1,269,379      $ 1,184,844   
        

 

 

   

 

 

 

 

(i) Margins range from 0.8% to 4.5% during the year ended April 30, 2012 (2011 – 0.8% to 3.75%)

 

  (a) Senior secured notes:

On October 4, 2010, the Company completed the refinancing of its long-term debt obligations which included the issuance of $1,100.0 million in senior secured notes (the “notes”), a new revolving credit facility agreement, and the repayment of the senior credit facilities using the proceeds from the senior secured note issuance. As a result of the long-term debt refinancing, the Company wrote-off $47.1 million in deferred financing costs related to the senior credit facilities and incurred additional fees of $42.7 million, which are being amortized over the terms of the respective debt instruments.

The notes with an aggregate principal of $1,100.0 million, due October 15, 2020 were issued at 98.399% of par value and bear interest at 9.25% with semi-annual interest payments on April 15 and October 15. The notes have been recorded net of the discount and are being accreted to face value using the effective interest rate method.

The notes were issued by one of the Company’s subsidiaries and are guaranteed by the Company and most of its subsidiaries through a general secured obligation. The notes are secured on a first-priority lien basis by the collateral of each guarantor subject to the permitted liens under the indenture, are subordinated to the priority payment lien obligations including the revolving credit facility and senior to all unsecured indebtedness of each guarantor.

The notes have the following optional redemption features:

 

   

Any time prior to October 15, 2013, the Company can redeem 35% of the aggregate principal amount of the notes at a redemption price of 109.25% of the principal plus accrued and unpaid interest provided that at least 50% of the aggregate principal of the notes remains outstanding and the redemption occurs within 180 days of the issuance date.

 

   

The Company can redeem the notes in whole or part, on or after October 15, 2015, at redemption prices that range from 100% to 104.625% of the principal, plus accrued and unpaid interest.

 

   

The Company can redeem up to 10% of the aggregate principal amount of the notes in any twelve month period following the issuance date up to October 15, 2015 at a redemption price of 103% of the principal plus accrued interest and unpaid interest.

 

   

The Company can redeem the notes in whole or in part at a price of 100% of the aggregate principal amount plus a premium equal to the greater of 1% of the principal amount or the excess of the present value at the redemption date over the principal amount of the notes. Under this option, the present value at the redemption is to be computed based on a redemption price of 104.625% on October 15, 2015 plus all required interest payments due on the notes through October 15, 2015 (excluding accrued but unpaid interest to the applicable redemption date). The applicable discount rate is equal to the treasury rate plus 50 basis points.

Each holder of the notes has the right to require the Company to repurchase the notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest upon the occurrence of certain events constituting a change in control of the Company.

The notes contain certain covenants limiting the incurrence of additional indebtedness and liens based on the ratio of consolidated adjusted earnings before interest, taxes, depreciation and amortization to fixed charges and total indebtedness as defined in the indenture and other restrictions including limitations on disposition of assets, the payment of dividends or redemption of equity interests and transactions with affiliates. As at April 30, 2012, the Company was in compliance with these covenants.

 

  (b) Revolving credit facility:

The revolving credit facility of $375.0 million is held with a syndicate of financial institutions and bears interest at the Alternate Base Rate, LIBOR, Canadian Prime Rate or EURIBOR plus an applicable margin that ranges from 2.75% to 4.50% based on the total leverage ratio calculated as of the most recent quarter. The revolving credit facility has a five year term. The availability on the revolving credit facility at April 30, 2012 is $165.0 million, net of $85.0 million outstanding letters of credit.

The revolving credit facility is secured on a super senior first priority basis and ranks equally with the senior secured notes except for payments upon enforcement and insolvency, where the revolving credit facility will rank before the note holders. The revolving credit facility is guaranteed by most of the Company’s subsidiaries through a general secured obligation. The revolving credit facility covenants include a requirement for the Company to maintain a first priority debt leverage ratio of 2.5:1, which is tested at the end of each financial quarter. At April 30, 2012 the Company was in compliance with all revolving credit facility covenants.

 

  (c) Boundary Bay financing:

On April 17, 2012, the Company sold its Boundary Bay facility (“the facility”) to a third party for $37.0 million and entered into a 23 year lease agreement to lease the building from the third party for $263,679 per month for the first five years with an increase of the lesser of 12% or CPI every five years. Under the lease agreement the Company has the option to purchase the property during the first 10 years of the lease for $46.4 million up to April 2017 and $47.9 million from May 2017 to April 2022. The Company also has an option to renew the lease agreement for an additional 10 years and a second option to renew the lease for a further five years.

As a result of the option to repurchase the facility, which indicates that the Company has continuing involvement, the disposal of the facility was accounted for as a financing and not a sale. ASC 360-20 specifies the accounting required for a seller’s sale and simultaneous leaseback involving real estate. As a financing, no gain on the sale of the facility was recognized in the Consolidated Statements of Operations.

As a financing, the facility remains on the Consolidated Balance Sheets and continues to be amortized. The related proceeds were recorded as a finance obligation with payments recorded to interest expense and the finance obligation based on the amortization of the obligation over the life of the lease agreement.

The transaction provided a vendor take back mortgage of $3.5 million to the purchaser. It bears interest at 8.55% and the interest is payable monthly. The mortgage is due and payable in April 2013. The finance obligation has been recorded net of the take back mortgage receivable.

 

  (d) Debt denominated in foreign currencies:

Total debt obligations, including capital leases, denominated in foreign currencies and the US dollar equivalent are as follows:

 

2012      2011  
Debt in original
currency
     US dollar
equivalent
     Debt in original
currency
     US dollar
equivalent
 
3,495       $ 4,623       3,199       $ 4,730   
£ —           —         £ 7,111         11,830   
CAD  45,887         46,426       CAD  16,741         17,602   
  

 

 

    

 

 

    

 

 

 
  

 

 

       

 

 

 
   $ 51,049          $ 34,162   

 

  (e) Repayment requirements:

Repayment requirements related to the total debt obligations outstanding as of April 30, 2012 over the next five years and thereafter are as follows:

 

     Boundary Bay
financing
    Capital lease
obligations
    Other
long-term debt  (i)
     Total  

2013

   $ (3,364   $ 10,769      $ 7,467       $ 14,872   

2014

     152        1,051        2,844         4,047   

2015

     165        16,188        2,295         18,648   

2016

     179        —          126,747         126,926   

2017

     195        —          1,746         1,941   

and thereafter

     35,878        —          1,101,746         1,137,624   
  

 

 

   

 

 

   

 

 

    

 

 

 
     33,205        28,008        1,242,845         1,304,058   

Less interest

     —          (1,086     —           (1,086
  

 

 

   

 

 

   

 

 

    

 

 

 

Total

   $ 33,205      $ 26,922      $ 1,242,845       $ 1,302,972   
  

 

 

   

 

 

   

 

 

    

 

 

 

 

  (i) These amounts exclude the discount on the Senior secured notes of $15.9 million which is included in the carrying amount of debt at April 30, 2012.