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Debt
12 Months Ended
Dec. 31, 2015
Debt  
Debt

Note 8. Debt

 

Debt consisted of the following:

 

 

 

 

 

 

 

 

December 31,

 

December 31,

 

2015

    

2014

 

(in millions)

Unsecured revolving credit facility due April 4, 2018

$

332.0

 

$

675.0

Unsecured term loan due from March 31, 2016 to April 4, 2018

 

398.8

 

 

442.5

Senior unsecured notes due November 15, 2016

 

350.0

 

 

350.0

Senior unsecured notes due April 15, 2023

 

500.0

 

 

500.0

Senior unsecured notes due November 15, 2036

 

250.0

 

 

250.0

Other notes and revolving credit facilities

 

111.3

 

 

101.6

Total

 

1,942.1

 

 

2,319.1

Less: unamortized discount and debt issuance costs

 

(13.4)

 

 

(17.1)

Less: amounts due within one year and short-term borrowings

 

(500.8)

 

 

(93.9)

Total long-term debt

$

1,427.9

 

$

2,208.1

 

Unsecured Credit Facility

 

On April 4, 2013, we entered into a syndicated Third Amended and Restated Credit Agreement (“Credit Agreement”) with 26 banks as lenders. The Credit Agreement amended and extended our existing $1.5 billion unsecured revolving credit facility and provided for a $500.0 million term loan and an option to increase the revolving credit facility for up to $500.0 million at our request, subject to approval of the lenders and certain other conditions. The term loan due April 4, 2018 amortizes in quarterly installments, with an annual amortization of 10% until March 2018, with the balance to be paid at maturity. Interest on borrowings from the revolving credit facility and term loan during the year ended December 31, 2015 was at variable rates based on LIBOR plus 1.25% or the bank prime rate plus 0.25% and included a commitment fee at an annual rate of 0.20% on the unused portion of the revolving credit facility. The applicable margins over LIBOR rate and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our leverage ratio, as defined in the Credit Agreement.

 

Weighted average interest rates on borrowings outstanding on the revolving credit facility were 1.81% and 1.42% as of December 31, 2015 and 2014, respectively. Weighted average interest rates on borrowings outstanding on the term loan were 1.67% and 1.42% as of December 31, 2015 and 2014, respectively. As of December 31, 2015, we had $332.0 million of outstanding borrowings, $57.4 million of letters of credit issued and $1.11 billion available on the revolving credit facility.

 

Senior Unsecured Notes

 

On November 20, 2006, we entered into an indenture (the “2006 Indenture”), for the issuance of $600.0 million of unsecured debt securities. The total debt issued was comprised of two tranches, (a) $350.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 6.20% per annum, maturing on November 15, 2016 and (b) $250.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 6.85% per annum, maturing on November 15, 2036.

 

On April 12, 2013, we entered into an indenture (the “2013 Indenture” and, together with the 2006 Indenture, the “Indentures”), for the issuance of $500.0 million aggregate principal amount of senior unsecured notes at the rate of 4.50% per annum, maturing on April 15, 2023. The net proceeds from the issuance of these notes were used to partially fund the acquisition of Metals USA.

 

Under the Indentures, the notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The notes are guaranteed by certain of our 100%‑owned domestic subsidiaries that guarantee our revolving credit facility. The senior unsecured notes include provisions that require us to make an offer to repurchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest in the event of a change in control and a downgrade of our credit rating.

 

Other Notes and Revolving Credit Facilities

 

Other revolving credit facilities with a combined credit limit of approximately $76.2 million are in place for operations in Asia and Europe with combined outstanding balances of $59.9 million and $48.3 million as of December 31, 2015 and December 31, 2014, respectively.

 

In connection with our acquisition of Metals USA, we assumed industrial revenue bonds with combined outstanding balances of $11.0 million and $11.5 million as of December 31, 2015 and December 31, 2014, respectively, and maturities through 2027. Additionally, we assumed mortgage obligations pursuant to our acquisition of a portfolio of real estate properties that we were leasing, which have outstanding balances of $40.4 million and $41.8 million as of December 31, 2015 and December 31, 2014, respectively. The mortgages, which are secured by the underlying properties, have a fixed interest rate of 6.40% and scheduled amortization payments with a lump sum payment of $39.2 million due October 1, 2016.

 

Covenants

 

The Credit Agreement requires us to maintain an interest coverage ratio and a maximum leverage ratio, among other things. Our interest coverage ratio for the twelve‑month period ended December 31, 2015 was approximately 7.0 times compared to the debt covenant minimum requirement of 3.0 times (interest coverage ratio is calculated as net income attributable to Reliance plus interest expense and provision for income taxes and plus or minus any non‑operating non‑recurring loss or gain, respectively, divided by interest expense). Our leverage ratio as of December 31, 2015 calculated in accordance with the terms of the Credit Agreement was 33.6% compared to the debt covenant maximum amount of 60% (leverage ratio is calculated as total debt, inclusive of capital lease obligations and outstanding letters of credit, divided by the sum of Reliance stockholders’ equity plus total debt).

 

Our obligations under the Credit Agreement and Indentures are required to be guaranteed by certain of our 100%‑owned domestic subsidiaries. The subsidiary guarantors, together with Reliance, are required to collectively account for at least 80% of our consolidated EBITDA and 80% of consolidated tangible assets. Reliance and the subsidiary guarantors accounted for approximately 91% of our total consolidated EBITDA for the last twelve months and approximately 83% of total consolidated tangible assets as of December 31, 2015.

 

We were in compliance with all material covenants in our debt agreements at December 31, 2015.

Debt Maturities

 

The following is a summary of aggregate maturities of long‑term debt for each of the next five years and thereafter:

 

 

 

 

2016

$

500.8

2017

 

50.5

2018

 

631.3

2019

 

0.6

2020

 

0.6

Thereafter

 

758.3

 

$

1,942.1