Note 12: Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt and other borrowing arrangements were as follows:


	December 31,
	2013			2012
	(In thousands)
Senior secured credit facility:
Variable rate term loan due 2017	$	—		$	247,714
Revolving credit agreement due 2016		—			198,270

Total senior secured credit facility		—			445,984

Revolving credit agreement due 2018		—			—

Variable rate term loan due 2020		248,775			—

Senior subordinated notes:
5.5% Senior subordinated notes due 2022		700,000			700,000
5.5% Senior subordinated notes due 2023		413,040			—
9.25% Senior subordinated notes due 2019		5,221			5,221

Total senior subordinated notes		1,118,261			705,221

Total debt and other borrowing arrangements		1,367,036			1,151,205
Less current maturities of Term Loan		(2,500	)		(15,678	)

Long-term debt	$	1,364,536		$	1,135,527

Senior Secured Facility

In 2013, we refinanced our Senior Secured Facility. At the time of the refinancing, there were no outstanding borrowings under the revolver component of the Senior Secured Facility, and we repaid the $240.0 million outstanding balance on the variable rate term loan due 2017. We recorded a loss on extinguishment of debt of $1.6 million, representing the write-off of certain unamortized debt issuance costs related to these instruments.

In 2012, we borrowed the variable rate term loan due 2017 in order to fund a portion of the purchase price for the acquisition of Miranda (see Note 3), and we paid $1.7 million of fees associated with the borrowings. As of December 31, 2012, we had 150.0 million euros ($198.3 million) of borrowings outstanding under the revolving credit component of the Senior Secured Facility, which were used to fund a portion of the purchase price for the acquisition of PPC (see Note 3). We repaid these borrowings during 2013.

In 2011, we paid $3.3 million of fees associated with the revolver component of the Senior Secured Facility.

Variable Rate Term Loan due 2020

In 2013, we borrowed $250.0 million under a new Term Loan Credit Agreement (the Term Loan). The Term Loan is secured on a second lien basis by the assets securing the Revoling Credit Agreement due 2018 discussed below and on a first lien basis by the stock of certain of our subsidiaries. The borrowings under the Term Loan are scheduled to mature in 2020 and require quarterly amortization payments. Interest under the Term Loan is variable, based upon the three-month LIBOR plus an applicable spread. The interest rate as of December 31, 2013 was 3.25%. We utilized the proceeds from the Term Loan to repay the amounts outstanding under our Senior Secured Facility, as discussed above. We paid approximately $4.1 million of fees associated with the Term Loan, which are being amortized over the life of the Term Loan using the effective interest method.

Revolving Credit Agreement due 2018

In 2013, we entered into a revolving credit agreement that provides a $400 million multi-currency asset-based revolving credit facility (the Revolver). The borrowing base under the Revolver includes eligible accounts receivable, inventory, and property, plant, and equipment of certain of our subsidiaries in the U.S., Canada, Germany, the Netherlands, and the UK. As of December 31, 2013, our borrowing base was $325 million. The Revolver matures in 2018. Interest on outstanding borrowings is variable, based upon LIBOR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25% - 1.75%, depending upon our leverage position. We pay a commitment fee on our available borrowing capacity of 0.375%. In the event we borrow more than 90% of our borrowing base, we are subject to a fixed charge coverage ratio covenant.

We paid approximately $5.4 million of fees associated with the Revolver, which are being amortized over the life of the Revolver.

Senior Subordinated Notes

In March 2013, we issued €300.0 million ($388.2 million at issuance) aggregate principal amount of 5.5% senior subordinated notes due 2023. The carrying value of the notes as of December 31, 2013 is $413.0 million. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2019 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan. Interest is payable semiannually on April 15 and October 15 of each year. We paid $7.8 million of fees associated with the issuance of the notes, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transaction to repay amounts outstanding under the revolving credit component of our Senior Secured Facility and for general corporate purposes.

In 2012, we issued $700.0 million aggregate principal amount of 5.5% senior subordinated notes due 2022. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2019 and 2023 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan. Interest is payable semiannually on March 1 and September 1 of each year, beginning March 1, 2013. We paid $13.7 million of fees associated with the issuance of the notes, which are being amortized over the life of the notes using the effective interest method. We used the net proceeds from the transaction to fund the repurchase of certain of our senior subordinated notes due 2017 and 2019, as discussed below, and for general corporate purposes.

During 2012, we repurchased all $350.0 million of our senior subordinated notes due 2017 for cash consideration of $363.1 million, and $194.8 million of our senior subordinated notes due 2019 for cash consideration of $226.7 million. We recorded a loss on extinguishment of debt of $52.5 million, including the write-off of unamortized debt issuance costs related to these instruments.

As of December 31, 2013, $5.2 million aggregate principal amount of our senior subordinated notes due 2019 remain outstanding. The senior subordinated notes due 2019 have a coupon interest rate of 9.25% and an effective interest rate of 9.75%. The interest on the 2019 notes is payable semiannually on June 15 and December 15. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries. The notes rank equal in right of payment with our senior subordinated notes due 2022 and 2023 and with any future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Term Loan.

The senior subordinated notes due 2019, 2022, and 2023 are redeemable after June 15, 2014, September 1, 2017, and April 15, 2018, respectively, at the following redemption prices as a percentage of the face amount of the notes:


Senior Subordinated Notes due
2019				2022				2023
Year	Percentage			Year	Percentage			Year	Percentage
2014		104.625	%	2017		102.750	%	2018		102.750	%
2015		103.083	%	2018		101.833	%	2019		101.833	%
2016		101.542	%	2019		100.917	%	2020		100.917	%
2017 and thereafter		100.000	%	2020 and thereafter		100.000	%	2021 and thereafter		100.000	%

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of December 31, 2013 was approximately $1,098.6 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation). This amount represents the fair values of our senior subordinated notes with a carrying value of $1,118.3 million as of December 31, 2013. We believe the fair value of our Term Loan approximates book value.

Maturities

Maturities on outstanding long-term debt and other borrowings during each of the five years subsequent to December 31, 2013 are as follows (in thousands):


2014	$	2,500
2015		2,500
2016		2,500
2017		2,500
2018		2,500
Thereafter		1,354,536

	$	1,367,036