XML 41 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt
6 Months Ended
Jun. 30, 2013
Debt [Abstract]  
Debt Disclosure [Text Block]
A summary of debt follows (in thousands):
 
 
June 30,
2013
 
December 31,
2012
Revolving credit facility
 
$

 
$

Senior term loan, due 2017
 
409,063

 
419,688

7.75% senior subordinated notes, due 2020
 
550,000

 
550,000

3.75% convertible senior subordinated notes, due 2025
 
318,054

 
318,054

4.00% junior subordinated convertible debentures, due 2033
 
345,000

 
345,000

3.25% convertible senior debentures, due 2035
 
427,500

 
427,500

3.75% convertible senior subordinated notes, due 2042
 
390,000

 
390,000

Capitalized lease and other debt obligations
 
24,447

 
23,685

Subtotal
 
2,464,064

 
2,473,927

Add interest rate swap agreements
 
20,992

 
46,090

(Subtract) unamortized debt discount
 
(450,018
)
 
(462,274
)
(Subtract) current portion of debt
 
(443,514
)
 
(27,713
)
Total long-term debt, net
 
$
1,591,524

 
$
2,030,030



3.75% Convertible Senior Subordinated Notes, due 2025
Omnicare has outstanding $318 million aggregate principal amount of 3.75% convertible senior subordinated notes, due 2025 (the “2025 Notes”).  The holders may convert their 2025 Notes, prior to December 15, 2023, on any date during any calendar quarter beginning after March 31, 2011 (and only during such calendar quarter) if the closing sale price of the Company's common stock was more than 130% of the then current conversion price for at least 20 trading days in the period of the 30 consecutive trading days ending on, and including, the last trading day of the previous quarter, or at any time on or after December 15, 2023 or under certain other specified circumstances. Upon conversion, the Company will pay cash and shares of its common stock, if any, based on a daily conversion value calculated on a proportionate basis for each day of the 25 trading-day cash settlement averaging period. The conversion price is $27.05 and the conversion threshold is $35.17 as of June 30, 2013. As of June 30, 2013, the aforementioned conversion threshold of the 2025 Notes had been attained. As a result, the 2025 Notes were convertible by the holders to cash and to common stock and have been classified as current debt, net of discount, on the Consolidated Balance Sheet as of June 30, 2013

4.00% Junior Subordinated Convertible Debentures, due 2033
Omnicare has outstanding $345 million aggregate principal amount of 4.00% junior subordinated convertible debentures, due 2033 (the “4.00% Convertible Debentures”). The 4.00% Convertible Debentures underlie the securities in the 4.00% Trust Preferred Income Equity Redeemable Securities ("Trust PIERS") of Omnicare Capital Trust I and Omnicare Capital Trust II (the "Series A Trust PIERS" and "Series B Trust PIERS", respectively). Each Trust PIERS represents an undivided beneficial interest in the assets of the applicable Trust, which assets consist solely of a corresponding amount of 4.00% Convertible Debentures. The Series B Trust PIERS have identical terms to the Series A Trust PIERS, except that the Series B Trust PIERS have a net share settlement feature. Holders may convert their Trust PIERS if the closing sales price of Company common stock for a predetermined period is more than 130% of the then-applicable conversion price or, if during a predetermined period, the daily average of the trading prices for the Trust PIERS is less than 105% of the average of the conversion values for the Trust PIERS before June 15, 2028 (98% for any period thereafter through maturity). The average trading price was $58.43 for the Series A Trust PIERS and $58.64 for the Series B Trust PIERS and for both the average conversion value was $58.11 with a conversion threshold of $61.02. as of June 30, 2013. As of June 30, 2013, the aforementioned conversion threshold had been attained. As a result, the Trust PIERS (and the underlying 4.00% Convertible Debentures) were convertible by the holders and have been classified as current debt, net of discount, on the Consolidated Balance Sheet as of June 30, 2013

In addition to the continued accrual of regular cash interest, contingent interest will accrue on the Trust PIERS (and the underlying 4.00% Convertible Debentures) for the period from June 15, 2013 to September 14, 2013 at a rate of 0.125% of the average trading price of the Trust PIERS for the five trading days ended June 13, 2013. Contingent cash interest of approximately $0.07 per $50 stated liquidation amount of Trust PIERS (and per $50 principal amount of the underlying 4.00% Convertible Debentures) is expected to be paid on September 16, 2013.

At June 30, 2013, there was no outstanding balance under the Company’s revolving credit facility and $409 million outstanding under the term loan.  The interest rate on the term loan was 1.95% at June 30, 2013. As of June 30, 2013, the Company had approximately $8 million outstanding relating to standby letters of credit, substantially all of which were subject to automatic annual renewals.

The weighted average floating interest rate on the interest rate swap agreements associated with the Company's fixed rate debt was 4.68% versus the 7.75% stated rate on the corresponding senior subordinated notes due 2020 with remaining principal balance of $550 million at June 30, 2013.

The Company amortized to expense approximately $1.0 million and $1.5 million of deferred debt issuance costs during the three months ended June 30, 2013 and 2012, respectively, and $1.9 million and $3.0 million in the six months ended June 30, 2013 and 2012, respectively.

Information relating to the Company's convertible securities at June 30, 2013 is in the following table:
Convertible Debt
 
Carrying Value of Equity Component (in thousands)
 
Remaining Amortization Period
 
Effective Interest Rate
3.75% convertible senior subordinated notes, due 2025
 
$
27,230

 
12.50
 
8.25
%
4.00% junior subordinated convertible debentures, due 2033
 
$
151,665

 
20.00
 
8.01
%
3.25% convertible senior debentures, due 2035
 
$
245,433

 
2.50
 
7.63
%
3.75% convertible senior subordinated notes, due 2042
 
$
161,600

 
28.75
 
7.11
%

The fair value of the Company’s fixed-rate debt facilities, excluding the previously disclosed swap values, is based on quoted market prices (Level II) and is summarized as follows (in thousands):
Fair Value of Financial Instruments
 
 
June 30, 2013
 
December 31, 2012
Financial Instrument
 
Book Value
 
Market Value
 
Book Value
 
Market Value
7.75% senior subordinated notes, due 2020
 
$
550,000

 
$
606,900

 
$
550,000

 
$
614,600

3.75% convertible senior subordinated notes, due 2025
 
 

 
 

 
 

 
 

Carrying value
 
207,110

 

 
204,608

 

Unamortized debt discount
 
110,944

 

 
113,446

 

Principal amount
 
318,054

 
597,900

 
318,054

 
459,600

4.00% junior subordinated convertible debentures, due 2033
 
 

 
 

 
 

 
 

Carrying value
 
207,641

 

 
206,266

 

Unamortized debt discount
 
137,359

 

 
138,734

 

Principal amount
 
345,000

 
408,200

 
345,000

 
331,600

3.25% convertible senior debentures, due 2035
 
 

 
 

 
 

 
 

Carrying value
 
385,309

 

 
377,782

 

Unamortized debt discount
 
42,191

 

 
49,718

 

Principal amount
 
427,500

 
440,600

 
427,500

 
425,400

3.75% convertible senior subordinated notes, due 2042
 
 

 
 

 
 

 
 

Carrying value
 
230,476

 

 
229,624

 

Unamortized debt discount
 
159,524

 

 
160,376

 

Principal amount
 
390,000

 
487,100

 
390,000

 
397,100