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Debt
12 Months Ended
Dec. 31, 2012
Debt  
Debt

6.             Debt

 

Long-term debt and obligations under capital leases consist of the following:

 

 

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

10.75% senior notes due 2019

 

$

200,000

 

$

200,000

 

Senior secured Term Loan B due 2016, net of discount of $2.8 million at 2011

 

 

165,487

 

Senior secured Term Loan A due 2017

 

170,625

 

 

Senior secured credit facility

 

 

 

Obligations under capital leases

 

17,683

 

431

 

Notes payable and other

 

2,491

 

3,907

 

 

 

390,799

 

369,825

 

Less current portion

 

20,747

 

4,629

 

 

 

$

370,052

 

$

365,196

 

 

On December 22, 2010, we issued $200 million of 10.75% senior notes due January 15, 2019 in a private placement to qualified institutional buyers under the Securities Act of 1933. The 10.75% senior notes, which had an issue price of 100% of the principal amount, are unsecured obligations ranking equal to existing and future debt and are subordinate to existing and future secured debt. Proceeds were used to fund $120 million of our tendered 7.75% senior notes due October 2013. The remaining $30 million of these senior notes that were not repurchased were satisfied and discharged by delivering to the trustee amounts sufficient to pay the applicable redemption price in January 2011. The 7.75% senior notes were originally issued on October 3, 2005 for $150 million under a private placement arrangement at an issue price of 99.261%. These securities were unsecured obligations. In addition, proceeds from the $200 million issuance of 10.75% senior notes were used to purchase outstanding shares of common stock tendered by our shareholders and for general corporate purposes. The 10.75% senior notes are jointly, severally, fully and unconditionally guaranteed by our domestic subsidiaries.

 

On December 22, 2010, we amended our existing senior secured revolving credit facility that originally had been scheduled to mature on July 28, 2013. The aggregate amount available under that revolving credit facility was $275 million until July 28, 2013, after which the revolving credit facility was to be extended until December 22, 2015 for the extending revolving credit lenders. The aggregate amount available under the extended revolving credit facility was $240 million. In addition, $175 million of additional borrowing capacity was available for use to increase the revolving credit facility, or to increase other certain senior secured indebtedness, subject to certain limitations and conditions in our other debt agreements. The facility was to be used primarily for working capital purposes, letters of credit required under our insurance programs and for acquisitions. The amended and restated senior credit facility contains various financial covenants relating to capital expenditures and rentals, and requires us to maintain specified ratios with respect to interest coverage and leverage. The amendment provided for the exclusion of charges incurred in connection with the resolution of the matter described in Note 16 of the Notes to Consolidated Financial Statements, as well as any non-cash impairment charges, in the calculation of certain financial covenants. The amended and restated senior credit facility was secured by a lien on all of our assets and, through secured guarantees, on our domestic subsidiaries’ assets.

 

On December 22, 2010, we issued a $170 million senior secured term loan (the Term Loan B) due December 22, 2016, at a discounted price of 98% with realized net proceeds of $166.6 million. Additional capacity of $175 million was available for use to increase the Term Loan B, or to increase the revolving credit facility, subject to certain limitations and conditions in our other debt agreements. The Term Loan B was used primarily to repay the $159.6 million of preferred equity plus accrued dividends from Purchaser, to various Onex affiliates related to its acquisition and funding of tendered Company shares on November 16, 2010. The Term Loan B contains various financial covenants similar with respect to the amended and restated revolving credit facility. The Term Loan B was an amortizing obligation, with principal payments of 1% of the outstanding Term Loan B balance due annually. Pricing for the Term Loan B was variable, at the London Interbank Offer Rate (LIBOR) plus 550 basis points. LIBOR is defined as having a minimum rate of 1.75%. The Term Loan B was secured by a lien on all of our assets and, through secured guarantees, on our domestic subsidiaries’ assets.

 

On April 5, 2012, we entered into a new senior secured credit facility (the “Credit Agreement”) in an aggregate principal amount of $375 million, which replaced our 2010 senior secured revolving credit facility and the senior secured term loan (the “Term Loan B”). The new Credit Agreement consists of a new term loan (the “Term Loan A”) in an aggregate principal amount of $175 million and a new revolving credit facility (the “Revolving Facility”) in an aggregate principal amount of $200 million. The Term Loan A and the Revolving Facility each mature on April 5, 2017. The Term Loan A will amortize in an aggregate annual amount equal to a percentage of the original principal amount of the Term Loan A as follows: (i) 5% during each of the first two years after funding, (ii) 10% during the third year after funding and (iii) 15% during each of the final two years of the term. The balance of the Term Loan A is payable at maturity. Pricing for the Term Loan A will be variable, at the London Interbank Offer Rate (LIBOR) plus a spread, which is currently 275 basis points. LIBOR is defined as having no minimum rate. The spread varies between 225 and 300 basis points depending on our total leverage ratio.  The proceeds of the Term Loan A were used to repay the Company’s prior Term Loan B and pay certain related fees and expenses. The proceeds of the Revolving Facility may be used for working capital and for other general corporate purposes permitted under the Credit Agreement, including certain acquisitions and investments. The Credit Agreement also provides that, upon satisfaction of certain conditions, the Company may increase the aggregate principal amount of loans outstanding thereunder by up to $175 million, subject to receipt of additional lending commitments for such loans. The loans and other obligations under the Credit Agreement are (i) guaranteed by Onex Rescare Holdings Corp. (“ResCare Holdings”) and substantially all of its subsidiaries (subject to certain exceptions and limitations) and (ii) secured by substantially all of the assets of the Company, ResCare Holdings and substantially all of its subsidiaries (subject to certain exceptions and limitations). The Credit Agreement contains various financial covenants relating to capital expenditures and rentals, and requires us to maintain specific ratios with respect to interest coverage and leverage. The new agreement continues to provide for the exclusion of charges incurred with the resolution of certain legal proceedings provided in Note 16 to Notes to the Consolidated Financial Statements, as well as any non-cash impairment charges, in the calculation of certain financial covenants.

 

We recorded a loss on extinguishment of debt of $7.1 million in the three months ended June 30, 2012 associated with termination of the 2010 senior secured revolving credit facility and the Term Loan B prepayment. Loss on extinguishment of debt consists principally of write-offs of unamortized deferred debt issuance costs and original issue discount.

 

Our obligations under capital leases are $17.7 million as of  December 31, 2012, due primarily to vehicle capital leases as disclosed further in Note 13.  The current portion of these lease obligations was $6.0 million.

 

As of December 31, 2012, we had irrevocable standby letters of credit in the principal amount of $59 million issued primarily in connection with our insurance programs. As of December 31, 2012, we had $141 million available under the amended and restated revolving credit facility, with no outstanding balance. Outstanding balances bear interest at 2.75% over the LIBOR at our option. As of December 31, 2012, the weighted average interest rate was not applicable as there were no outstanding borrowings. Letters of credit had a borrowing rate of 2.88% as of December 31, 2012. The commitment fee on the unused balance was 0.50%. The margin over LIBOR and the commitment fee is determined quarterly based on our leverage ratio, as defined by the revolving credit facility. We are in compliance with our debt covenants at December 31, 2012.

 

Maturities of long-term debt and obligations under capital leases are as follows:

 

Year Ending December 31

 

 

 

2013

 

$

20,747

 

2014

 

16,704

 

2015

 

24,885

 

2016

 

29,247

 

2017

 

99,216

 

Thereafter

 

200,000

 

 

 

$

390,799