Senior and Subordinated Debt

9 Months Ended

Oct. 31, 2011

Bank Revolving Credit Facility and Senior and Subordinated Debt [Abstract]

Senior and Subordinated Debt

F.  Senior and Subordinated Debt

The following table summarizes the Company’s senior and subordinated debt:

	October 31, 2011		January 31, 2011
	(in thousands)
Senior Notes:
3.625% Puttable Equity-Linked Senior Notes due 2011, net of discount	$	–	$	45,480
3.625% Puttable Equity-Linked Senior Notes due 2014, net of discount		199,050		198,806
7.625% Senior Notes due 2015		178,253		178,253
5.000% Convertible Senior Notes due 2016		50,000		90,000
6.500% Senior Notes due 2017		132,144		132,144
4.250% Convertible Senior Notes due 2018		350,000		–
7.375% Senior Notes due 2034		100,000		100,000
Total Senior Notes		1,009,447		744,683
Subordinated Debt:
Subordinate Tax Revenue Bonds due 2013		29,000		29,000
Total Senior and Subordinated Debt	$	1,038,447	$	773,683

All of the Company’s senior notes are unsecured senior obligations and rank equally with all existing and future unsecured indebtedness; however, they are effectively subordinated to all existing and future secured indebtedness and other liabilities of the Company’s subsidiaries to the extent of the value of the collateral securing such other debt, including the Credit Facility. The indentures governing the senior notes contain covenants providing, among other things, limitations on incurring additional debt and payment of dividends. At October 31, 2011, the Company was in compliance with all of these financial covenants.

Puttable Equity-Linked Senior Notes due 2011

During October 2011, the Company’s remaining 3.625% Puttable Equity-Linked Senior Notes due 2011 (“2011 Notes”) matured and were paid in full.

The following table summarizes the carrying amounts of the Company’s debt and equity balances related to the 2011 Notes:

	January 31, 2011
	(in thousands)
Carrying amount of equity component	$	7,484
Outstanding principal amount of the puttable equity-linked senior notes		46,891
Unamortized discount		(1,411	)
Net carrying amount of the puttable equity-linked senior notes	$	45,480

The unamortized discount was amortized as additional interest expense through October 15, 2011. The effective interest rate for the liability component of the 2011 Notes was 7.51%. The Company recorded non-cash interest expense of $426,000 and $1,411,000 for the three and nine months ended October 31, 2011, respectively, and $322,000 and $1,174,000 for the three and nine months ended October 31, 2010, respectively. The Company recorded contractual interest expense of $354,000 and $1,204,000 for the three and nine months ended October 31, 2011, respectively, and $425,000 and $1,576,000 for the three and nine months ended October 31, 2010, respectively.

Convertible Senior Notes due 2016

On May 5, 2011, the Company entered into separate, privately negotiated exchange agreements with certain holders of its 5.00% Convertible Senior Notes due October 15, 2016 (“2016 Notes”) to exchange the notes for shares of the Company’s Class A common stock. In order to induce the holders to make the exchange, the Company agreed to increase the conversion rate from 71.8894 shares of Class A common stock per $1,000 principal amount of notes to 86.1073 shares, which factors in foregone interest to the holders among other inducements. Under the terms of the agreements, holders agreed to exchange $40,000,000 in aggregate principal amount of notes for a total of 3,444,293 shares of Class A common stock. Any accrued but unpaid interest was paid in cash. Under the accounting guidance for induced conversion of convertible debt, the additional amounts paid to induce the holders to exchange their notes was expensed resulting in a non-tax deductible loss of $10,800,000 during the nine months ended October 31, 2011, which is recorded as early extinguishment of debt.

Convertible Senior Notes due 2018

On July 19, 2011, the Company issued $350,000,000 of 4.25% Convertible Senior Notes due August 15, 2018 (“2018 Notes”) in a private placement. The notes were issued at par and accrued interest is payable semi-annually on February 15 and August 15, beginning February 15, 2012.

Holders may convert their notes at their option at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date. Upon conversion, a note holder would receive 46.1425 shares of the Company’s Class A common stock per $1,000 principal amount of notes, based on a conversion price of approximately $21.67 per share of Class A common stock, subject to adjustment. The amount payable upon a conversion of the notes is only payable in shares of Class A common stock, except for cash paid in lieu of fractional shares. If the daily volume weighted average price of the Class A common stock has equaled or exceeded 130% ($28.17 at October 31, 2011) of the conversion price then in effect for at least 20 trading days in a 30 trading day period, the Company may, at its option, elect to terminate the conversion rights of the holders at any time. If it so elects, the Company is required to issue a conversion rights termination notice that designates an effective date on which the holders conversion rights will be terminated, which shall be a date at least 20 days after the mailing of such conversion rights termination notice (the “Conversion Termination Date”). Holders electing to convert their notes after the mailing of a conversion rights termination notice and before the Conversion Termination Date shall receive cash payments of accrued and unpaid interest to, but not including, the conversion date and a make-whole premium for an amount equal to the remaining scheduled interest payments attributable to such notes through and including August 15, 2014.