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Debt | 3 Months Ended
--- | ---
Mar. 31, 2015
Debt |
Debt | 8. Debt The following table summarizes the long-term debt of the Company:
|  | March 31, |  | December 31, |  | March 31, |
|  | 2015 |  | 2014 |  | 2014 |
Secured Credit Agreement: |  |  |  |  |  |  |
Revolving Credit Facility: |  |  |  |  |  |  |
Revolving Loans |  | $ | 264 |  | $ | — |  | $ | 150 |
Term Loans: |  |  |  |  |  |  |
Term Loan B |  | 390 |  | 405 |  | 405 |
Term Loan C (76 million CAD at March 31, 2015) |  | 59 |  | 70 |  | 74 |
Term Loan D (€85 million at March 31, 2015) |  | 91 |  | 103 |  | 116 |
Senior Notes: |  |  |  |  |  |  |
3.00%, Exchangeable, due 2015 |  | 18 |  | 18 |  | 621 |
7.375%, due 2016 |  | 597 |  | 596 |  | 594 |
6.75%, due 2020 (€500 million) |  | 539 |  | 608 |  | 688 |
4.875%, due 2021 (€330 million) |  | 356 |  | 401 |  | 454 |
5.00%, due 2022 |  | 494 |  | 494 |  |  |
5.375%, due 2025 |  | 296 |  | 296 |  |  |
Senior Debentures: |  |  |  |  |  |  |
7.80%, due 2018 |  | 250 |  | 250 |  | 250 |
Capital Leases |  | 66 |  | 63 |  | 38 |
Other |  | 24 |  | 29 |  | 22 |
Total long-term debt |  | 3,444 |  | 3,333 |  | 3,412 |
Less amounts due within one year |  | 460 |  | 361 |  | 41 |
Long-term debt |  | $ | 2,984 |  | $ | 2,972 |  | $ | 3,371 |
On May 19, 2011, the Company’s subsidiary borrowers entered into the Secured Credit Agreement (the “Prior Agreement”). At March 31, 2015, the Prior Agreement included a $900 million revolving credit facility, a $390 million term loan, a 76 million Canadian dollar term loan, and a €85 million term loan, each of which had a final maturity date of May 19, 2016. At March 31, 2015, the Company’s subsidiary borrowers had unused credit of $558 million available under the Prior Agreement. The weighted average interest rate on borrowings outstanding under the Prior Agreement at March 31, 2015 was 1.70%. On April 22, 2015, the Company’s subsidiary borrowers entered into a new Senior Secured Credit Facility (the “New Agreement”), which amended and restated the Prior Agreement. The New Agreement includes a $300 million revolving credit facility, a $600 million multicurrency revolving credit facility, a $600 million term loan, a €279 million term loan and a $300 million delayed draw term loan available until October 22, 2015, each of which has a final maturity date of April 22, 2020. The proceeds from the New Agreement were used to repay all outstanding amounts under the Prior Agreement and will be available for other general corporate purposes, including the repayment of other existing indebtedness. The New Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations. The New Agreement also contains one financial maintenance covenant, a Leverage Ratio, that requires the Company not to exceed a ratio of 4.0x calculated by dividing consolidated total debt, less cash and cash equivalents, by Consolidated EBITDA, as defined in the New Agreement. The maximum Leverage Ratio is subject to an increase of 0.5x for the four fiscal quarters following the consummation of certain qualifying acquisitions as defined in the New Agreement. The Leverage Ratio could restrict the ability of the Company to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Leverage Ratio to exceed the specified maximum. Failure to comply with these covenants and restrictions could result in an event of default under the New Agreement. In such an event, the Company could not request borrowings under the revolving facility, and all amounts outstanding under the New Agreement, together with accrued interest, could then be declared immediately due and payable. If an event of default occurs under the New Agreement and the lenders cause all of the outstanding debt obligations under the New Agreement to become due and payable, this would result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities. A default or event of default under the New Agreement, indentures or agreements governing other indebtedness could also lead to an acceleration of debt under other debt instruments that contain cross acceleration or cross-default provisions. The Leverage Ratio also determines pricing under the New Agreement. The interest rate on borrowings under the New Agreement is, at the Company’s option, the Base Rate or the Eurocurrency Rate, as defined in the New Agreement. These rates include a margin linked to the Leverage Ratio. The margins range from 1.25% to 1.75% for Eurocurrency Rate loans and from 0.25% to 0.75% for Base Rate loans. In addition, a fee is payable on the revolving credit facility commitments ranging from 0.20% to 0.30% per annum linked to the Leverage Ratio. As of March 31, 2015, the Company was in compliance with all covenants and restrictions in the Prior Agreement. In addition, the Company believes that it will remain in compliance and that its ability to borrow funds under the New Agreement will not be adversely affected by the covenants and restrictions. Borrowings under the New Agreement are secured by substantially all of the assets, excluding real estate, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries. Borrowings are also secured by a pledge of certain of intercompany debt and equity in most of the Company’s domestic subsidiaries and, in the case of foreign borrowings, of stock of certain foreign subsidiaries. All borrowings under the New Agreement are guaranteed by certain domestic subsidiaries of the Company for the term of the New Agreement. During December 2014, the Company issued senior notes with a face value of $500 million that bear interest at 5.00% and are due January 15, 2022 (the “Senior Notes due 2022”). The Company also issued senior notes with a face value of $300 million that bear interest at 5.375% and are due January 15, 2025 (the “Senior Notes due 2025,” and together with the Senior Notes due 2022, the “New Senior Notes”). The New Senior Notes were issued via a private placement and are guaranteed by substantially all of the Company’s domestic subsidiaries. The net proceeds from the New Senior Notes, after deducting debt issuance costs, totaled approximately $790 million and were used to purchase $611 million aggregate principal amount of the Company’s 3.00% 2015 Exchangeable Senior Notes. Approximately $18 million aggregate principal amount of the Company’s 3.00% 2015 Exchangeable Senior Notes remain outstanding as of March 31, 2015. The Company has a €215 million European accounts receivable securitization program, which extends through September 2016, subject to periodic renewal of backup credit lines. Information related to the Company’s accounts receivable securitization program is as follows:
|  | March 31, |  | December 31, |  | March 31, |
|  | 2015 |  | 2014 |  | 2014 |
Balance (included in short-term loans) |  | $ | 171 |  | $ | 122 |  | $ | 253 |
Weighted average interest rate |  | 1.36 | % | 1.41 | % | 1.53 | %
The carrying amounts reported for the accounts receivable securitization program, and certain long-term debt obligations subject to frequently redetermined interest rates, approximate fair value. Fair values for the Company’s significant fixed rate debt obligations are based on published market quotations, and are classified as Level 1 in the fair value hierarchy. Fair values at March 31, 2015 of the Company’s significant fixed rate debt obligations are as follows:
|  |  |  | Indicated |  |  |
|  | Principal |  | Market |  | Fair |
|  | Amount |  | Price |  | Value |
Senior Notes: |  |  |  |  |  |  |
7.375%, due 2016 |  | $ | 600 |  | 105.88 |  | $ | 635 |
6.75%, due 2020 (€500 million) |  | 539 |  | 120.91 |  | 652 |
4.875%, due 2021 (€330 million) |  | 356 |  | 112.33 |  | 400 |
5.00%, due 2022 |  | 500 |  | 102.63 |  | 513 |
5.375%, due 2025 |  | 300 |  | 103.13 |  | 309 |
Senior Debentures: |  |  |  |  |  |  |
7.80%, due 2018 |  | 250 |  | 112.56 |  | 281 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
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