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External Debt and Financing Arrangements
12 Months Ended
Dec. 31, 2014
External Debt and Financing Arrangements

8.    External Debt and Financing Arrangements

In August 2014, the Company amended its credit agreement to increase total lending commitments from $1 billion to $1.5 billion. As a result of the refinancing, there was no write-off of prepaid debt issuance costs. After giving effect to the amendment we have a $975 million committed revolving credit facility, as well as a $525 million term loan, both of which expire in July 2018. Both facilities can be used for general corporate purposes. On December 31, 2014 and 2013, our outstanding borrowings in aggregate under the revolving credit facility and term loan were $670.0 million and $350.0 million, respectively. The interest rates under these facilities are variable based on LIBOR at the time of the borrowing and the Company’s leverage as measured by a debt to Adjusted EBITDA ratio. Based upon the Company’s debt to Adjusted EBITDA ratio, the Company’s borrowing rate could range from LIBOR + 1.0% to LIBOR + 2.0%. The credit facilities also include a minimum Consolidated Interest Coverage Ratio requirement of 3.0 to 1.0. The Consolidated Interest Coverage Ratio is defined as the ratio of Adjusted EBITDA to Consolidated Interest Expense. Adjusted EBITDA is defined as consolidated net income before interest expense, income taxes, depreciation, amortization of intangible assets, losses from asset impairments, and certain other adjustments. Consolidated Interest Expense is as disclosed in our financial statements. The credit facilities also include a Maximum Leverage Ratio of 3.5 to 1.0 as measured by the ratio of our debt to Adjusted EBITDA. The Maximum Leverage Ratio is permitted to increase to 3.75 to 1.0 for three succeeding quarters in the event of an acquisition. At December 31, 2014, we were in compliance with our debt covenant ratios.

At December 31, 2014 and 2013, the current portion of long-term debt was $26.3 million and zero, respectively. In addition, at December 31, 2013, there was $6.0 million of external short-term borrowings outstanding, comprised of notes payable to banks that are used for general corporate purposes. The December 31, 2013 amount included a bank line of credit in India, which was repaid and terminated in 2014, and in China, which was repaid in 2014. These bank lines of credit provide for unsecured borrowings for working capital of up to $15.7 million and $22.7 million as of December 31, 2014 and 2013, respectively. The weighted-average interest rates on these borrowings were 7.6%, 12.3 % and 13.0% in 2014, 2013 and 2012, respectively.

 

The components of external long-term debt were as follows:

 

     
(In millions)    2014      2013  

$975 million revolving credit agreement due July 2018

   $ 145.0       $   

$525 million term loan due July 2018

     525.0         350.0   

Total debt

     670.0         350.0   

Less: current portion

     26.3           

Total long-term debt

   $ 643.7       $ 350.0   

Term loan amortization payments during the next five years as of December 31, 2014 are $26.3 million in 2015, $52.5 million in 2016, $52.5 million in 2017, $538.7 million in 2018 and zero in 2019.

In our debt agreements, there are normal and customary events of default which would permit the lenders to accelerate the debt if not cured within applicable grace periods, such as failure to pay principal or interest when due or a change in control of the Company. There were no events of default as of December 31, 2014.

As of December 31, 2014, JPMorgan Chase & Co. and its wholly owned subsidiaries (“JPM”) owned approximately 14% of the Company’s common stock. JPMorgan Chase Bank, N.A., a subsidiary of JPM, was a lender of $55.6 million of our total debt under our credit facilities and held $0.6 million of our cash balances. In addition, JPMorgan Investment Management, Inc., another subsidiary of JPM, manages pension assets in the Company’s Master Retirement Trust, which totaled $25.1 million as of December 31, 2014. JPMorgan Chase & Co. does not participate in management of the Company nor do any of its employees sit on our Board of Directors.