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Senior Notes
12 Months Ended
Dec. 31, 2014
Debt Disclosure [Abstract]  
Senior Notes Text Block

7.

Senior Notes

The following table discloses certain information regarding the Company’s fixed-rate senior notes (in millions):

 

 

 

Carrying Value at

December 31,

 

 

Coupon Rate at

 

 

Effective Interest Rate at

 

 

Maturity Date at

 

 

2014

 

 

2013

 

 

December 31, 2014

 

 

December 31, 2014

 

 

December 31, 2014

Unsecured indebtedness:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior notes

 

$

2,425.2

 

 

$

2,425.2

 

 

3.375%9.625%

 

 

3.5%9.9%

 

 

May 2015

May 2023

Senior notes premium, net

 

 

0.7

 

 

 

0.2

 

 

 

 

 

 

 

 

 

 

 

Senior convertible notes due 2040, net (A)

 

 

340.0

 

 

 

328.7

 

 

 

1.75%

 

 

 

5.3%

 

 

November 2040

Total Senior notes

 

$

2,765.9

 

 

$

2,754.1

 

 

 

 

 

 

 

 

 

 

 

(A)

The Company may redeem the senior convertible notes any time on or after November 20, 2015, in whole or in part, for cash equal to 100% of the principal amount of the notes plus accrued and unpaid interest through, but excluding, the redemption date.  The holders of the senior convertible notes may require the Company to repurchase its notes in whole or in part on specified dates, the first of which is November 15, 2015, upon the fulfillment of certain conditions.  

Senior Notes

The Company’s various fixed-rate senior notes have interest coupon rates that averaged 5.3% at both December 31, 2014 and 2013.  Senior notes with an aggregate principal amount of $82.2 million may not be redeemed by the Company prior to maturity and will not be subject to any sinking fund requirements.  The remaining senior notes may be redeemed based upon a yield maintenance calculation.  

The fixed-rate senior notes and senior convertible notes were issued pursuant to indentures that contain certain covenants, including limitation on incurrence of debt, maintenance of unencumbered real estate assets and debt service coverage.  The covenants also require that the cumulative dividends declared or paid from December 31, 1993, through the end of the current period cannot exceed Funds From Operations (as defined in the agreement) plus an additional $20.0 million for the same period unless required to maintain REIT status.  Interest is paid semiannually in arrears.  At December 31, 2014 and 2013, the Company was in compliance with all of the financial and other covenants.  

Total fees paid by the Company for the issuance of senior notes were $1.3 million in both years 2013 and 2012.  During the year ended December 31, 2012, the Company purchased $60.0 million aggregate principal amount of its outstanding senior unsecured notes and recorded a net loss on retirement of $13.5 million.  

Senior Convertible Notes

The senior convertible notes are senior unsecured obligations and rank equally with all other senior unsecured indebtedness of the Company.  The senior convertible notes may be converted prior to maturity into cash equal to the lesser of the principal amount of the note or the conversion value and, to the extent the conversion value exceeds the principal amount of the note, the Company’s common shares, at the Company’s option.  The senior convertible notes are subject to net settlement based on conversion prices (“Conversion Price”) that are subject to adjustment based on increases in the Company’s quarterly common share dividend.  The senior convertible notes had a conversion price of $14.85 and $15.33 at December 31, 2014 and 2013, respectively.  The senior convertible notes may be converted prior to maturity based only on certain provisions in the governing note documents including, but not limited to, when the Company’s closing sale price of its common shares for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than 125% of the conversion price per common share in effect on the applicable trading day.  In connection with the issuance of these notes, the Company entered into a registration rights agreement for the common shares that may be issuable upon conversion of the senior convertible notes.  

The Company’s carrying amounts of its debt and equity balances for the senior convertible notes are as follows (in thousands):

 

 

December 31,

 

 

2014

 

 

2013

 

Carrying value of equity component

$

52,497

 

 

$

52,497

 

Principal amount of senior convertible notes

$

350,000

 

 

$

350,000

 

Remaining unamortized accretion

 

(9,954

)

 

 

(21,331

)

Net carrying value of senior convertible notes

$

340,046

 

 

$

328,669

 

As of December 31, 2014, the remaining period for the debt accretion for the senior convertible notes was 10 months, the period during which the debt is expected to be outstanding (i.e., through the first optional redemption date or maturity date).