Note 5 - Long-Term Debt

The Company satisfied its obligations to exchange its outstanding $350.0 million 6.50% Senior Notes due 2021 (the “2021 Notes”) and its outstanding $350.0 million 6.625% Senior Notes due 2019 (the “2019 Notes”) for notes registered under the Securities Act of 1933, as amended (the “Securities Act”), on March 7, 2012, and on January 12, 2012, respectively. There are no subsidiary guarantors of these notes.

3.50% Senior Convertible Notes Due 2027

On April 2, 2012, the Company called for redemption all of its outstanding 3.50% Senior Convertible Notes due 2027 (the “3.50% Senior Convertible Notes”). The call for redemption resulted in note holders of $281.3 million aggregate principal amount electing to convert their notes. The Company settled the principal amount of all converted 3.50% Senior Convertible Notes in cash and the excess conversion value by issuing 864,106 shares of its common stock. The Company redeemed the remaining $6.2 million of aggregate principal amount of notes that were not converted on the redemption date at par plus accrued interest in cash. The Company used funds borrowed under its credit facility to pay the cash portion of the 3.50% Senior Convertible Notes settlement.

6.50% Senior Notes Due 2023

On June 29, 2012, the Company issued $400.0 million in aggregate principal amount of 6.50% Senior Notes due 2023 (the “2023 Notes”). The 2023 Notes were issued at par and mature on January 1, 2023. The Company received net proceeds of $392.3 million after deducting fees of $7.7 million, which will be amortized as deferred financing costs over the life of the 2023 Notes. The net proceeds were used to reduce the Company’s outstanding credit facility balance.

Prior to July 1, 2015, the Company may redeem, on one or more occasions, up to 35 percent of the aggregate principal amount of the 2023 Notes with the net cash proceeds of certain equity offerings at a redemption price of 106.5% of the principal amount thereof, plus accrued and unpaid interest. The Company may also redeem the 2023 Notes, in whole or in part, at any time prior to July 1, 2017, at a redemption price equal to 100 percent of the principal amount of the 2023 Notes to be redeemed, plus a specified make-whole premium and accrued and unpaid interest to the applicable redemption date.

On or after July 1, 2017, the Company may also redeem all or, from time to time, a portion of the 2023 Notes at the redemption prices set forth below, during the twelve-month period beginning on July 1 of each applicable year, expressed as a percentage of the principal amount redeemed, plus accrued and unpaid interest:



2017	103.250	%
2018	102.167	%
2019	101.083	%
2020 and thereafter	100.000	%

The 2023 Notes are unsecured senior obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior debt, and are senior in right of payment to any future subordinated debt. There are no subsidiary guarantors of the 2023 Notes. The Company is subject to certain covenants under the indenture governing the 2023 Notes that limit the Company’s ability to incur additional indebtedness, issue preferred stock, and make restricted payments, including dividends. However, the first $6.5 million of dividends paid each year are not restricted by this covenant. The Company was in compliance with all financial covenants under its 2023 Notes as of June 30, 2012.

Additionally, on June 29, 2012, the Company entered into a registration rights agreement that provides holders of the 2023 Notes certain registration rights under the Securities Act. Pursuant to the registration rights agreement, the Company will file an exchange offer registration statement with the Securities and Exchange Commission (“SEC”) with respect to its offer to exchange the 2023 Notes for substantially identical notes that are registered under the Securities Act. Under certain circumstances, the Company has agreed to file a shelf registration statement relating to the resale of the 2023 Notes in lieu of a registered exchange offer. If the exchange offer is not completed on or before June 29, 2013, or the shelf registration statement, if required, is not declared effective within the time periods specified in the registration rights agreement, the Company has agreed to pay additional interest with respect to the 2023 Notes in an amount not to exceed one percent of the principal amount of the 2023 Notes until the exchange offer is completed or the shelf registration statement is declared effective.