Borrowing Arrangements

On November 25, 2014, we entered into a $500.0 million senior secured term loan (“Term Loan”). The proceeds from the Term Loan, along with other cash, were used to fund the tender and call of our 7.375% Senior Subordinated Notes (“Senior Subordinated Notes”) and 8.75% Senior Unsecured Notes (“Senior Unsecured Notes”), or the satisfaction and discharge of any such notes not tendered or called, in connection with the refinancing of such indebtedness. The Term Loan accrues interest at a floating rate equal to LIBOR, subject to a floor of 0.75%, plus 325 basis points. We may voluntarily repay amounts borrowed under the Term Loan at any time. The principal amount of the Term Loan is required to be repaid in quarterly installments, commencing in March 2015, of $1.25 million. The Term Loan has a term of seven years. The Term Loan is guaranteed by substantially all of our U.S. subsidiaries and secured by essentially all of our assets, though the ABL Agreement described below has a senior claim on certain collateral securing borrowings thereunder.

The Term Loan contains customary representations and warranties and does not contain any financial maintenance covenants. The Term Loan contains customary affirmative and negative operating covenants applicable to us and our restricted subsidiaries, including, among other things, restrictions on indebtedness, disqualified and preferred stock issuances, restricted payments, dividends, asset sales, transactions with affiliates, liens, fundamental changes, negative pledges, line of business changes and amendments to organizational documents. The Term Loan also includes customary events of default, including but not limited to, the nonpayment of principal or interest, material inaccuracy of representations and warranties, violations of covenants, cross-default to material indebtedness, bankruptcy and insolvency, material adverse judgments and lien priority. Upon an event of default, the lenders may, among other things, accelerate the Term Loan and foreclose on the collateral. We believe we were compliant with these covenants at November 25, 2014 and expect to remain in compliance through September 30, 2015.

We paid approximately $50 million in costs related to the refinancing, which resulted in a loss on early extinguishment of debt, including the write-off of all related deferred finance fees and original issue discount, of approximately $31.3 million for the quarter ending December 31, 2014. We expect to capitalize approximately $8 million of these costs, which will be amortized over the term of the Term Loan using the effective interest rate method.

Concurrent with our entry into the Term Loan, we amended our ABL Agreement and certain security documents related thereto to provide that our obligations under the ABL Agreement, which were previously secured by a first-priority lien on all of our U.S. receivables and inventory, certain cash and other supporting obligations, shall be secured by a second-priority lien on substantially all of our remaining assets.

The components of our long-term debt are presented below.



	September 30,
	2014			2013
	(in millions)
ABL Agreement	$	—		$	—
Senior Subordinated Notes	365.0			420.0
Senior Unsecured Notes	178.3			178.0
Other	2.3			2.8
	545.6			600.8
Less current portion	(46.2		)	(1.3		)
Long-term debt	$	499.4		$	599.5

ABL Agreement. At September 30, 2014, our asset based lending agreement (“ABL Agreement”) consisted of a revolving credit facility for up to $225 million of revolving credit borrowings, swing line loans and letters of credit. The ABL Agreement also permits us to increase the size of the credit facility by an additional $150 million in certain circumstances subject to adequate borrowing base availability. We may borrow up to $25 million through swing line loans and may have up to $60 million of letters of credit outstanding.

Borrowings under the ABL Agreement bear interest at a floating rate equal to LIBOR plus a margin ranging from 175 to 225 basis points, or a base rate, as defined in the ABL Agreement, plus a margin ranging from 75 to 125 basis points. At September 30, 2014 the applicable rate was LIBOR plus 175 basis points.

The ABL Agreement terminates on December 18, 2017. We pay a commitment fee for any unused borrowing capacity under the ABL Agreement of either 37.5 basis points per annum or 25 basis points per annum, based on daily average availability during the previous calendar quarter. At September 30, 2014, our commitment fee was 37.5 basis points. Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $22.5 million and 10% of the aggregate commitments under the ABL Agreement. Excess availability based on September 30, 2014 data, as reduced by outstanding letters of credit and accrued fees and expenses of $29.1 million, was $158.3 million

Senior Unsecured Notes. The Senior Unsecured Notes would have matured on September 1, 2020 and bore interest at 8.75%, paid semi-annually. The Senior Unsecured Notes balance at September 30, 2014 was net of $1.7 million of unamortized discount. The Senior Unsecured Notes were guaranteed by essentially all of our U.S. subsidiaries, but were subordinate to borrowings under the ABL Agreement. Based on quoted market prices, the outstanding Senior Unsecured Notes had a fair value of $193.5 million at September 30, 2014.

During 2013, we redeemed $22.5 million aggregate principal amount of the Senior Unsecured Notes at a redemption price of 103% and recorded a loss on early extinguishment of debt of $1.4 million.

The indenture securing the Senior Unsecured Notes contained customary covenants and events of default, including covenants that limited our ability to incur debt, pay dividends and make investments. We believe we were compliant with these covenants at September 30, 2014 and expected to remain in compliance through September 30, 2015.

Senior Subordinated Notes. The Senior Subordinated Notes would have matured on June 1, 2017 and bore interest at 7.375%, paid semi-annually. Based on quoted market prices, the outstanding Senior Subordinated Notes had a fair value of $369.6 million at September 30, 2014.

On August 29, 2014, we redeemed $55.0 million principal amount of the Senior Subordinated Notes at a redemption price of 101.229%. We recorded a loss on early extinguishment of debt of $1.0 million, including deferred financing costs that were written off.

The indenture securing the Senior Subordinated Notes contained customary covenants and events of default, including covenants that limited our ability to incur debt, pay dividends and make investments. We believe we were compliant with these covenants at September 30, 2014 and expected to remain in compliance through September 30, 2015.

The scheduled maturities of outstanding borrowings outstanding at September 30, 2014 for each of the following years are $46.2 million for 2015, $0.8 million for 2016, $320.3 million for 2017, none for 2018, none for 2019 and $180.0 million after 2019. As a result of the transactions described above, current maturities of outstanding borrowings are $50.0 million in 2015, $5.8 million in 2016, $5.3 million in 2017, $5.0 million in 2018, $5.0 million in 2019 and $476.2 million after 2019.