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Debt
12 Months Ended
Dec. 31, 2013
Debt  
Debt

6.             Debt

 

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

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

10.75% senior notes due 2019

 

$

200,000

 

$

200,000

 

Senior secured Term Loan A due 2017

 

157,513

 

170,625

 

Senior secured Revolving Facility

 

 

 

Obligations under capital leases

 

20,240

 

17,683

 

Notes payable and other

 

2,284

 

2,491

 

 

 

380,037

 

390,799

 

Less current portion

 

20,807

 

20,747

 

 

 

$

359,230

 

$

370,052

 

 

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. The 10.75% senior notes are jointly, severally, fully and unconditionally guaranteed by our domestic subsidiaries.

 

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 Credit Agreement consists of a term loan (the “Term Loan A”) in an aggregate principal amount of $175 million and a 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. (“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, 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 agreement continues to provide for the exclusion of charges incurred with the resolution of certain legal proceedings provided in Note 15 to Notes to the Condensed 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 $20.2 million and $17.7 million as of December 31, 2013 and December 31, 2012, respectively, due primarily to vehicle capital leases as disclosed further in Note 12.  The current portion of these lease obligations was $6.5 million and $6.0 million as of December 31, 2013 and December 31, 2012, respectively.

 

As of December 31, 2013, we had irrevocable standby letters of credit in the principal amount of $43.3 million issued primarily in connection with our insurance programs. As of December 31, 2013, we had $156.7 million available under the amended and restated revolving facility, with no outstanding balance. Outstanding balances bear interest at 2.75% over the LIBOR at our option. As of December 31, 2013, 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, 2013. 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 Facility. We are in compliance with our debt covenants at December 31, 2013.

 

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

 

Year Ending December 31

 

 

 

 

 

 

 

2014

 

$

20,807

 

2015

 

27,942

 

2016

 

30,772

 

2017

 

99,161

 

2018

 

1,285

 

Thereafter

 

200,070

 

 

 

$

380,037