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Long-Term Obligations
9 Months Ended
Sep. 30, 2014
Debt Disclosure [Abstract]  
Long-Term Obligations
Long-Term Obligations
New Senior Credit Facility

On August 27, 2014, we entered into a new senior credit facility with various lenders for $1.4 billion of senior secured credit facilities with Bank of America, N.A., as the administrative agent, swingline lender and Letter of Credit issuer, and JPMorgan Chase Bank, N.A., and Suntrust Bank as co-syndication agents (the "New Senior Credit Facility). The New Senior Credit Facility replaced our existing senior credit facility providing for $534 million of term notes and a $125 million revolving credit facility. The New Senior Credit Facility which provided for $600 million of senior secured term notes and an $800 million senior secured revolving facility, which may be used to borrow, on a same-day notice under a swing line, the lesser of $25 million and the aggregate unused amount of the revolving credit facility then in effect. In addition to refinancing all outstanding amounts under our existing credit agreement, borrowings under our New Senior Credit Facility may be used for general corporate purchases, including permitted share repurchases.

In connection with the New Senior Credit Facility, we incurred $8.0 million in financing costs, of which approximately $6.5 million were capitalized as deferred financing costs and $1.5 million were recognized as part of net income. In addition, we expensed $0.2 million of previously capitalized deferred financing costs associated with lenders under our existing senior credit facility who are not lenders under our New Senior Credit Facility.













6.
Long-Term Obligations, continued

The following table summarizes our long-term obligations at September 30, 2014 and December 31, 2013 (in thousands):

 
 
 
 
September 30, 2014
 
December 31, 2013
Senior term notes
 
Notes payable, maturing in 2019, secured by assets, variable interest rate (1.91% and 1.92% at September 30, 2014 and December 31, 2013, respectively)
 
600,000

 
556,914

Revolving credit
 
Revolving line of credit, maturing in 2019, secured by assets, variable interest rate
 

 

Secured seller notes
 
Notes payable matures in 2014, secured by assets and stock of certain subsidiaries, with interest rate of 10.0%
 
230

 
230

 
 
Total debt obligations
 
600,230

 
557,144

 
 
Capital lease obligations
 
60,180

 
62,501

 
 
 
 
660,410

 
619,645

 
 
Less — current portion
 
(11,687
)
 
(51,087
)
 
 
 
 
$
648,723

 
$
568,558



Interest Rate. In general, borrowings under the New Senior Credit Facility (including swing line borrowings) bear interest, at our option, on either:

the base rate (as defined below) plus the applicable margin of 0.75% (Pricing Tier 3, see table below) per annum; or

the Eurodollar rate (as defined below), plus a margin of 1.75% (Pricing Tier 3, see table below) per annum

Each of the aforementioned margins remain applicable until the date of delivery of the compliance certificate and the financial statements, for the period ended September 30, 2014, at which time the applicable margin will be determined by reference to the leverage ratio in effect from time to time as set forth in the following table:

Pricing Tier
 
Consolidated Leverage Ratio
 
Applicable Margin for Eurodollar Loans/Letter of Credit Fees
 
Applicable Margin for Base Rate Loans
 
Commitment Fee
1
 
≥ 4.00:1.00
 
2.25
%
 
1.25
%
 
0.45
%
2
 
< 4.00:1.00 and ≥ 3.25:1.00
 
2.00
%
 
1.00
%
 
0.40
%
3
 
< 3.25:1.00 and ≥ 2.50:1.00
 
1.75
%
 
0.75
%
 
0.35
%
4
 
< 2.50:1.00 and ≥ 1.75:1.00
 
1.50
%
 
0.50
%
 
0.30
%
5
 
< 1.75:1.00 and ≥ 1.00:1.00
 
1.25
%
 
0.25
%
 
0.25
%
6
 
< 1.00:1.00
 
1.00
%
 
%
 
0.25
%


The base rate for the senior term notes is a rate per annum equal to the highest of the (a) Federal Funds Rate plus 0.5%, (b) Bank of America, N.A.'s ("Bank of America") prime rate in effect on such day, and (c) the Eurodollar rate plus 1.0%. The Eurodollar rate is defined as the rate per annum equal to the London Interbank Offered Rate ("LIBOR"), or a comparable or successor rate which is approved by Bank of America.

Maturity and Principal Payments. The senior term notes mature on August 27, 2019. Principal payments on the senior term notes of $7.5 million are due each calendar quarter from September 30, 2015 to and including June 30, 2017, $11.3 million are due each calendar quarter from September 30, 2017 to and including June 30, 2018 and $15.0 million are due each calendar quarter thereafter with a final payment of the outstanding principal balance due upon maturity. The following table sets forth the scheduled principal payments for our senior term notes (in thousands):

6.
Long-Term Obligations, continued

 
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
Senior term notes
 
$

 
$
15,000

 
$
30,000

 
$
37,500

 
$
52,500

 
$
465,000



The revolving credit facility matures on August 27, 2019. Principal payments under the revolving credit facility portion are made at our discretion with the entire unpaid amount due at maturity. As of September 30, 2014, no amounts have been borrowed under our revolving credit facility.

Guarantees and Security. We and each of our wholly-owned domestic subsidiaries guarantee the outstanding indebtedness under the New Senior Credit Facility. Any borrowings, along with the guarantees of the domestic subsidiaries, are further secured by a pledge of substantially all of our consolidated assets, including 65% of the voting equity and 100% of the non-voting equity interest in each of our foreign subsidiaries.