A summary of debt follows (in thousands):



	September 30, 2013			December 31, 2012
Revolving credit facility	$	—		$	—
Senior term loan, due 2017	403,750			419,688
7.75% senior subordinated notes, due 2020	400,000			550,000
3.75% convertible senior subordinated notes, due 2025	132,417			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
3.50% convertible senior subordinated notes, due 2044	424,250			—
Capitalized lease and other debt obligations	22,594			23,685
Subtotal	2,545,511			2,473,927
Add interest rate swap agreements	23,570			46,090
(Subtract) unamortized debt discount	(594,090		)	(462,274		)
(Subtract) current portion of debt	(548,519		)	(27,713		)
Total long-term debt, net	$	1,426,472		$	2,030,030

Third Quarter 2013 Refinancing

On August 23, 2013, Omnicare entered into separate, privately negotiated exchange agreements under which the Company retired approximately $180.46 million in aggregate principal amount of outstanding 3.75% Convertible Senior Subordinated Notes due 2025 (the "2025 Notes") in exchange for the issuance of $424.25 million in aggregate principal amount of new 3.50% Convertible Senior Subordinated Notes due 2044 (the "2044 Notes"). The 2044 Notes are guaranteed by substantially all of the Company's subsidiaries, subject to certain exceptions.

The 2044 Notes mature in February 2044 and will pay regular cash interest semiannually in arrears at a rate of 3.50% per year. Commencing with the interest period beginning February 15, 2021 in the case of the downside trigger and the interest period beginning on February 15, 2024 in the case of the upside trigger, the 2044 Notes will also pay contingent interest under certain circumstances based on their then current trading price. The 2044 Notes are convertible, upon certain circumstances, into cash and, if applicable, shares of Omnicare common stock. The 2044 Notes have an initial conversion rate of 14.2857 shares of common stock per $1,000 original principal amount of notes (subject to adjustment in certain events). This is equivalent to an initial conversion price of approximately $70 per share.

Under certain circumstances based on the trading price of the Company's common stock, the Company has the right to redeem the 2044 Notes on or before February 15, 2019 by paying the principal amount of the 2044 Notes plus accrued but unpaid interest. After February 15, 2019 the Company may, at its option, redeem the 2044 Notes by paying the accreted issue price to date plus accrued but unpaid interest. In addition, holders may require the Company to repurchase all or a portion of their 2044 Notes upon a fundamental change (as defined in the indenture governing the 2044 Notes) at a cash repurchase price equal to the accreted issue price to date plus accrued but unpaid interest.

Additionally, the Company entered into separate, privately negotiated purchase agreements to repurchase approximately $5.15 million in aggregate principal amount of its outstanding 2025 Notes and $150 million in aggregate principal amount of its 2020 Notes. In connection with the repurchase of the 2020 Notes, the Company terminated the applicable swap agreements.

The Company recognized a net loss on the third quarter exchange transaction and repurchase transactions of approximately $50.9 million in the three and nine months ended September 30, 2013 which was reflected in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss). Operating income for the nine months ended September 30, 2012 includes a non-cash loss on the 2012 debt exchange of approximately $35.1 million which is reflected in "Other Charges" on the Consolidated Statement of Comprehensive Income (Loss).

3.75% Convertible Senior Subordinated Notes, due 2025

After the transactions noted above, Omnicare has outstanding approximately $132 million aggregate principal amount of 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 $27.11 and the conversion threshold is $35.24 as of September 30, 2013. As of September 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 September 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. The conversion price is $40.82 and the conversion threshold is $53.07 as of September 30, 2013. As of September 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 September 30, 2013.

In addition to the continued accrual of regular cash interest, contingent interest accrued on the Trust PIERS (and the underlying 4.00% Convertible Debentures) for the period from June 15, 2013 to September 14, 2013 and will accrue for the period from September 15, 2013 to December 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 and September 12, 2013, respectively. 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) was paid on September 16, 2013 and contingent cash interest of approximately $0.085 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 December 16, 2013.

3.75% Convertible Senior Subordinated Notes, due 2042

Omnicare has outstanding $390 million aggregate principal amount of 3.75% Convertible Senior Subordinated Notes due 2042 (the "2042 Notes"). The holders may convert their 2042 Notes, prior to April 1, 2040, on any date during any calendar quarter beginning after June 30, 2012 (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 April 1, 2040 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 $41.50 and the conversion threshold is $53.95 as of September 30, 2013. As of September 30, 2013, the aforementioned conversion threshold of the 2042 Notes had been attained. As a result, the 2042 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 September 30, 2013.

At September 30, 2013, there was no outstanding balance under the Company’s revolving credit facility and $404 million outstanding under the term loan. The interest rate on the term loan was 1.93% at September 30, 2013. As of September 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 4.24% versus the 7.75% stated rate on the corresponding senior subordinated notes due 2020 with remaining principal balance of $400 million at September 30, 2013.

The Company amortized to expense approximately $0.9 million and $1.3 million of deferred debt issuance costs during the three months ended September 30, 2013 and 2012, respectively, and $2.8 million and $4.3 million in the nine months ended September 30, 2013 and 2012, respectively. Interest expense for the three and nine months ended September 30, 2013 includes the write-off of approximately $4.8 million in deferred debt issuance costs related to the third quarter exchange transaction and repurchase transactions. Interest expense for the three and nine months ended September 30, 2012 includes the write-off of approximately $8.3 million and $12.4 million, respectively, of deferred debt issuance costs associated with the Company's 2012 refinancing activities.

Information relating to the Company's convertible securities at September 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	$	11,437	12.25	8.25	%
4.00% junior subordinated convertible debentures, due 2033	$	151,665	19.75	8.01	%
3.25% convertible senior debentures, due 2035	$	245,433	2.25	7.63	%
3.75% convertible senior subordinated notes, due 2042	$	167,941	28.50	7.11	%
3.50% convertible senior subordinated notes, due 2044	$	208,200	30.40	7.70	%

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
	September 30, 2013				December 31, 2012
Financial Instrument	Book Value		Market Value		Book Value		Market Value
7.75% senior subordinated notes, due 2020	$	400,000	$	441,300	$	550,000	$	614,600
3.75% convertible senior subordinated notes, due 2025
Carrying value	86,769		—		204,608		—
Unamortized debt discount	45,648		—		113,446		—
Principal amount	132,417		279,600		318,054		459,600
4.00% junior subordinated convertible debentures, due 2033
Carrying value	208,349		—		206,266		—
Unamortized debt discount	136,651		—		138,734		—
Principal amount	345,000		470,800		345,000		331,600
3.25% convertible senior debentures, due 2035
Carrying value	389,180		—		377,782		—
Unamortized debt discount	38,320		—		49,718		—
Principal amount	427,500		453,200		427,500		425,400
3.75% convertible senior subordinated notes, due 2042
Carrying value	224,572		—		229,624		—
Unamortized debt discount	165,428		—		160,376		—
Principal amount	390,000		549,700		390,000		397,100
3.50% convertible senior subordinated notes, due 2044
Carrying value	216,207		—		—		—
Unamortized debt discount	208,043		—		—		—
Principal amount	424,250		403,000		—		—