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DEBT
12 Months Ended
Dec. 31, 2012
DEBT
8. DEBT

A summary of debt is set forth in the following table:

 

     December 31,
2012
     December 31,
2011
 
     (In thousands)  

Receivables credit facility, effective interest rate of 1.06% and 1.15% as of December 31, 2012 and December 31, 2011, respectively, due October 11, 2014

   $ 109,000       $ 109,000   

Senior credit facility — term loan, effective interest rate of 1.71% and 2.08% as of December 31, 2012 and 2011, respectively, due October 11, 2016

     135,000         150,000   

Senior notes, net of discount of $514 as of December 31, 2011, interest at 5.75% payable semi-annually, due August 1, 2013, redeemed July 26, 2012

            399,486   

Senior notes, net of discount of $32 and $38 as of December 31, 2012 and 2011, respectively, interest at 6.50% payable semi-annually, due March 15, 2018

     149,968         149,962   

Senior notes, net of discount of $338 as of December 31, 2012 , interest at 3.90% payable semi-annually, due June 15, 2022

     399,662          
  

 

 

    

 

 

 

Total

     793,630         808,448   

Less current portion

     15,000         15,000   
  

 

 

    

 

 

 

Total long-term debt

   $ 778,630       $ 793,448   
  

 

 

    

 

 

 

On March 25, 2008, PCA issued $150.0 million of 6.50% senior notes due March 15, 2018 through a registered public offering. PCA used the proceeds of this offering, together with cash on hand, to repay $150.0 million of outstanding notes on August 1, 2008.

 

On October 11, 2011, the Company replaced its senior credit facility that was scheduled to terminate in April 2013 with a new senior credit facility that provides a $150.0 million term loan facility, which PCA fully borrowed, and a $250.0 million revolving credit facility, including a $50.0 million subfacility for letters of credit. Borrowings may be used for general corporate purposes and bear interest at LIBOR plus a margin that is determined based upon PCA’s credit ratings. The new senior credit facility will terminate on October 11, 2016. The Company had no borrowings and $13.7 million of outstanding letters of credit under the revolving credit facility, resulting in $236.3 million in unused borrowing capacity as of December 31, 2012.

Also on October 11, 2011, PCA amended its existing receivables credit facility agreement which extended the termination date to October 11, 2014 and increased the borrowing availability from $150.0 million to $200.0 million. The Company had $91.0 million in additional borrowing capacity available under this facility as of December 31, 2012.

On June 26, 2012, PCA issued $400.0 million of 3.90% senior notes due June 15, 2022 through a registered public offering and notified the holders of its $400.0 million of 5.75% senior notes due August 1, 2013 that it would redeem those notes on July 26, 2012. On July 26, 2012, PCA completed the redemption of the old 5.75% notes for $432.5 million, which included a redemption premium of $21.3 million and $11.2 million of accrued and unpaid interest. PCA used the proceeds of the offering of the new 3.90% notes and cash on hand to fund the redemption.

The instruments governing PCA’s indebtedness contain financial and other covenants that limit the ability of PCA and its subsidiaries to enter into sale and leaseback transactions, incur liens, incur indebtedness at the subsidiary level, enter into certain transactions with affiliates, merge or consolidate with any other person or sell or otherwise dispose of all or substantially all of its assets. The senior credit facility also requires PCA to comply with certain financial covenants, including maintaining a minimum interest coverage ratio and a maximum leverage ratio. A failure to comply with these restrictions could lead to an event of default, which could result in an acceleration of any outstanding indebtedness and/or prohibit the Company from drawing on the revolving credit facility. Such an acceleration may also constitute an event of default under the senior notes indenture and the receivables credit facility. At December 31, 2012, the Company was in compliance with these covenants.

Additional information regarding PCA’s variable rate debt is shown below:

 

     Reference Interest Rate     Applicable Margin  
     December 31,     December 31,  
     2012     2011     2012     2011  

Receivables credit facility

     0.21     0.30     0.85     0.85

Senior credit facility

     0.21     0.58     1.50     1.50

As of December 31, 2012, annual principal maturities for debt, excluding unamortized debt discount, are: $15.0 million (2013), $124.0 million (2014), $15.0 million (2015), $90.0 million (2016), and $550.0 million (2018 and after).

Interest payments in connection with the Company’s debt obligations for the years ended December 31, 2012, 2011 and 2010, amounted to $66.3 million (including the $21.3 million redemption premium), $35.2 million, and $35.3 million, respectively.

Included in interest expense, net, are amortization of financing costs and amortization of treasury lock settlements. For the years ended December 31, 2012, 2011 and 2010, amortization of treasury lock settlements was a $3.0 million net loss for 2012 and a $1.8 million net gain for each of the years 2011 and 2010. Amortization of financing costs was $1.1 million, $0.7 million and $0.6 million, respectively, for 2012, 2011 and 2010. For 2012 only, the redemption premium of $21.3 million of expense was included in interest expense, net.

 

PCA has an on-balance sheet securitization program for its trade accounts receivable that is accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” To effectuate this program, the Company formed a wholly owned limited purpose subsidiary, Packaging Credit Company, LLC (“PCC”), which in turn formed a wholly owned, bankruptcy-remote, special-purpose subsidiary, Packaging Receivables Company, LLC (“PRC”), for the purpose of acquiring receivables from PCC. Both of these entities are included in the consolidated financial statements of the Company. Under this program, PCC purchases on an ongoing basis substantially all of the receivables of the Company and sells such receivables to PRC. PRC and lenders established a $200.0 million receivables-backed revolving credit facility (“Receivables Credit Facility”) through which PRC obtains funds to purchase receivables from PCC. The receivables purchased by PRC are solely the property of PRC. In the event of liquidation of PRC, the creditors of PRC would be entitled to satisfy their claims from PRC’s assets prior to any distribution to PCC or the Company. Credit available under the receivables credit facility is on a borrowing-base formula. As a result, the full amount of the facility may not be available at all times. At December 31, 2012 and 2011, $109.0 million was outstanding and included in “Long — term debt” on the consolidated balance sheet. Substantially all accounts receivable at December 31, 2012 have been sold to PRC and are included in “Accounts receivable, net of allowance for doubtful accounts and customer deductions” on the consolidated balance sheet. The highest outstanding principal balance under the receivables credit facility during 2012 was $109.0 million.

A summary of the Company’s drawings under the receivables credit facility and the revolving credit facility, including the impact of $13.7 million of outstanding letters of credit, as of December 31, 2012 follows:

 

     Commitments      Utilized      Available  
     (In thousands)  

Receivables credit facility

   $ 200,000       $ 109,000       $ 91,000   

Revolving credit facility

     250,000         13,709         236,291   
  

 

 

    

 

 

    

 

 

 
   $ 450,000       $ 122,709       $ 327,291   
  

 

 

    

 

 

    

 

 

 

PCA is required to pay commitment fees on the unused portions of the credit facilities. The Company’s outstanding letters of credit at December 31, 2012 are primarily for workers’ compensation.