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INDEBTEDNESS
 6 Months Ended
Jun. 30, 2012
INDEBTEDNESS  
INDEBTEDNESS

(10)                          INDEBTEDNESS

 

The following summarizes our debt activity (both current and non-current) for the six months ended June 30, 2012:

 

 

 

December 31,
2011

 

Borrowings

 

Repayments

 

Other (4)

 

June 30,
2012

 

Domestic revolving loan facility

 

$

—

 

$

586.0

 

$

(436.0

)

$

—

 

$

150.0

 

Foreign revolving loan facility

 

30.9

 

—

 

(31.9

)

1.0

 

—

 

Term Loan 1(1)

 

300.0

 

—

 

—

 

—

 

300.0

 

Term Loan 2(1)

 

500.0

 

—

 

—

 

—

 

500.0

 

6.875% senior notes

 

600.0

 

—

 

—

 

—

 

600.0

 

7.625% senior notes

 

500.0

 

—

 

—

 

—

 

500.0

 

Trade receivables financing arrangement (2)

 

—

 

98.0

 

(59.3

)

—

 

38.7

 

Other indebtedness (3)

 

70.2

 

14.5

 

(10.6

)

0.7

 

74.8

 

Total debt

 

2,001.1

 

$

698.5

 

$

(537.8

)

$

1.7

 

2,163.5

 

Less: short-term debt

 

71.3

 

 

 

 

 

 

 

237.4

 

Less: current maturities of long-term debt(1)

 

4.2

 

 

 

 

 

 

 

331.6

 

Total long-term debt

 

$

1,925.6

 

 

 

 

 

 

 

$

1,594.5

 

 

 

(1)         On February 8, 2012, the lenders agreed, with respect to the proceeds from the pending sale of our Service Solutions business, to waive the mandatory prepayments required by the senior credit facilities. The waiver requires that a portion of the proceeds from the pending sale be used to repay $325.0 of the term loans ($300.0 for Term Loan 1 and $25.0 for Term Loan 2).  As we expect the sale to close during the second half of 2012 and to make these debt repayments at the time of the closing, we have classified $325.0 of the term loans as “Current maturities of long-term debt” within our condensed consolidated balance sheet as of June 30, 2012.  In addition, we have allocated approximately $2.5 and $5.0 of interest expense associated with the $325.0 of expected term loan repayments to discontinued operations within our condensed consolidated statements of operations for the three and six months ended June 30, 2012, respectively.

 

(2)         Under this arrangement, we can borrow, on a continuous basis, up to $130.0, as available.

 

(3)         Includes balances under a purchase card program of $42.2 and $40.4 at June 30, 2012 and December 31, 2011, respectively.

 

(4)         “Other” includes debt assumed and foreign currency translation on any debt instruments denominated in currencies other than the U.S. dollar.

 

Senior Credit Facilities

 

We have senior credit facilities with a syndicate of lenders that provide for committed senior secured financing in the initial amount of $2,600.0, consisting of the following (each with a final maturity of June 30, 2016, except for the $325.0 relating to the term loans as described above):

 

·                  An incremental term loan (“Term Loan 1”), in an aggregate principal amount of $300.0;

 

·                  An incremental term loan (“Term Loan 2”), in an aggregate principal amount of $500.0;

 

·                  A domestic revolving credit facility, available for loans and letters of credit, in an aggregate principal amount up to $300.0;

 

·                  A global revolving credit facility, available for loans in U.S. Dollars, Euros, British Pounds and other currencies in an aggregate principal amount up to the equivalent of $300.0;

 

·                  A participation foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount in various currencies up to the equivalent of $1,000.0; and

 

·                  A bilateral foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount in various currencies up to the equivalent of $200.0.

 

The remaining balance on Term Loan 2 (i.e., the remaining balance after payment of the $25.0 noted above in connection with the sale of our Service Solutions business) is repayable in quarterly installments (with annual aggregate repayments, as a percentage of the initial principal amount, adjusted for prepayments, of 0% for 2012, 0% for 2013, 15% for 2014 and 20% for 2015, together with a single quarterly payment of 5% at the end of the first fiscal quarter of 2016), with the remaining balance repayable in full on June 30, 2016.

 

Our senior credit facilities require that we maintain:

 

·                  A Consolidated Interest Coverage Ratio (as defined in the credit agreement generally as the ratio of consolidated adjusted EBITDA for the four fiscal quarters ended on such date to consolidated interest expense for such period) as of the last day of any fiscal quarter of at least 3.50 to 1.00; and

 

·                  A Consolidated Leverage Ratio as of the last day of any fiscal quarter of not more than 3.25 to 1.00 (or 3.50 to 1.00 for the four fiscal quarters after certain permitted acquisitions by us).

 

Our senior credit facilities also contain covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees or advances, make restricted junior payments, including dividends, redemptions of capital stock and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions or engage in certain transactions with affiliates and otherwise restrict certain corporate activities. We do not expect these covenants to restrict our liquidity, financial condition or access to capital resources in the foreseeable future. Our senior credit facilities also contain customary representations, warranties, affirmative covenants, and events of default.

 

We are permitted under our senior credit facilities to repurchase our capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.50 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.50 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after June 30, 2011 equal to the sum of (i) $300.0 and (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the credit agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from July 1, 2011 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit).

 

At June 30, 2012, we had $71.2 and $764.7 of outstanding letters of credit issued under our revolving credit and our foreign credit instrument facilities of our senior credit agreement, respectively. In addition, we had $4.1 of letters of credit outstanding under separate arrangements in China, India and South Africa.

 

The weighted-average interest rate of our outstanding borrowings under our senior credit facilities was approximately 2.37% at June 30, 2012.

 

At June 30, 2012, we were in compliance with all covenant provisions of our senior credit facilities, and the senior credit facilities did not impose any restrictions on our ability to repurchase shares or pay dividends, other than those inherent in the credit agreement.  In addition, we were in compliance with all covenant provisions of our senior notes as of June 30, 2012.